HomeMy WebLinkAboutCity Council Packet 11-17-1993 SpecialPLYMOUTH CITY COUNCIL
SPECIAL COUNCIL MEETING
NOVEMBER 17, 1993
3:00 P.M.
Council Chambers
I. Award Sale of General Obligation Bonds
II. Certify Results of Ward 3 Recount
Agenda Number:
TO: Dwight D. Johnson, City Manager
FROM: Dale E. Hahn, Finance Direct -
SUBJECT: SALE OF $4,555,000 GENERAL OBLIGATION WATER REVENUE
REFUNDING BONDS, $2,275,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS AND $895,000 TAXABLE
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS
DATE: November 15, 1993 for Special City Council Meeting November 17,
1993
1. ACTION REQUESTED: Adopt the attached resolutions awarding the bids to the
bidder(s) with the lowest net interest cost for the three proposed bond issues referenced
above.
2. BACKGROUND: The City Council has advertised the sale of $4,555,000 (jenerai
Obligation Water Revenue Refunding Bonds, Series 1993 A, $2,275,000 General
Obligation Improvement Refunding Bonds, Series 1993 B and $895,000 Taxable General
Obligation Tax Increment Refunding Bonds, Series 1993 C. The proceeds of these bonds
will be used to advance refund four of the City's current outstanding bonds issues. The
interest rates on these bonds will be considerable less than on the current outstanding bond
issues. Therefore, the City expects to realize approximately $750,000 in future interest
savings from these issues.
Moody's Investors Service has rated these bonds AAA for the first time in the history of
the City. This rating reflects the City's excellent financial health as well as the projected
financial stability throughout the life of these bonds, which is 2002. The bids will be
opened and tabulated at 11:00 A.M. with representatives from Springsted, Inc. and be
provided at the Special Council meeting at 3:00 p.m.
3. RECOMMENDATIONS AND CONCLUSIONS: The City Council should award the
bids to the bidder(s) with the lowest net interest cost and the best bid received. The
attached resolutions provide for the format of the transactions, although the actual bid data
will need to be inserted following receipt of the bids.
CITY OF PLYMOUTH, MINNESOTA
RESOLUTION NO.
AUTHORIZING AND AWARDING THE
SALE OF, AND PROVIDING THE FORM, TERMS,
COVENANTS AND DIRECTIONS FOR $4.555.000
GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS
SERIES 1993A
BE IT RESOLVED BY THE CITY COUNCIL (THE "COUNCIL") OF THE
CITY OF PLYMOUTH, MINNESOTA (THE "ISSUER") AS FOLLOWS:
Section 1. Award of Sale; Terms of Bonds.
1.01 The Issuer has heretofore issued its General Obligation
Water Revenue Bonds of 1987, dated June 16, 1987 (the "Series 1987
Bonds") and its General Obligation Water Revenue Bonds of 1989,
dated November 1, 1989 (the "Series 1989 Bonds"). Pursuant to this
Resolution, the Issuer intends to issue its $ 4,555,000 General
Obligation Water Revenue Refunding Bonds, Series 1993A (the
Bonds"), in order to refund in advance of maturity the Series 1987
Bonds that mature in the years 1996 through 2002 and aggregate
2,000,000 in principal amount and the Series 1989 Bonds that
mature in the years 1996 through 2000 and aggregate $2,460,000 in
principal amount (together, the "Refunded Bonds").
1.02 In accordance with Minnesota Statutes, Section 475.60,
Subdivision 2, the Issuer is authorized to issue crossover
refunding obligations by negotiation and without advertisement for
bids. The Bonds are crossover refunding obligations described in
Minnesota Statutes, Section 475.67, subdivision 13.
1.03 The Issuer hereby accepts the offer of
the "Purchaser") to purchase the Bonds
in accordance with the terms of this Resolution at a price of
plus accrued interest to the date of delivery, the
Bonds to bear interest at the rates per annum as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1996 2000
1997 2001
1998 2002
1999
The City Finance Director is directed to retain the good faith
check of the Purchaser, if any, pending delivery of and payment for
the Bonds.
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1.04 The Issuer shall issue the Bonds in the aggregate
principal amount of $ 4.555,000 , dated December 1, 1993, as fully
registered bonds without coupons. The Bonds shall be in
denominations of $5,000 or any integral multiple thereof not
exceeding the principal amount of a single maturity, shall be
numbered from R-1 upwards in order of issuance, and shall bear
interest at the rates set forth above, payable August 1, 1994, and
semiannually thereafter on each February 1 and August 1, and shall
mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
1996 $ 2000 $
1997 2001
1998 2002
Bonds issued in exchange for Bonds shall be dated as of the
date of authentication thereof and shall bear interest from the
date to which interest due and payable has been paid in full on the
Bonds surrendered, except that Bonds issued upon a transfer or
exchange prior to the first interest payment date shall be dated as
of December 1, 1993.
1.05 The Bonds shall not be subject to redemption and
prepayment prior to their stated maturity.
1.06 The Bonds shall be payable as to principal at the office
of the Finance Director of the Issuer (the "Registrar"), or at the
office of such other successor registrar as the Issuer may
hereafter designate upon 60 days' mailed notice to the registered
owners. If the stated maturity date for payment of principal of
any Bonds shall not be a business day, then such payment shall be
made on the next succeeding business day with the same force and
effect as if made on the stated maturity, and without additional
interest accruing thereon for the period after such stated
maturity. Interest on each Bond shall be payable by check or draft
of the Registrar mailed the last business day prior to the interest
payment date to the registered holder thereof at his or her address
as it appears on the bond register at the close of business on the
15th day (whether or not a business day) of the calendar month next
preceding the interest payment date. For purposes of this
resolution "business day" shall mean any day other than a day on
which banks in the City of Minneapolis, Minnesota are authorized to
be closed.
Section 2. Form and Execution of Bond.
2.01 The Bonds shall be in substantially the form as set
forth in Exhibit A hereto, with the necessary variations as to
number, CUSIP Number, rate of interest and date of maturity, the
blanks to be properly filled in.
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2.02 As long as any of the Bonds issued hereunder shall
remain outstanding, the Issuer shall cause to be kept at the
principal office of the Registrar the Register in which, subject to
such reasonable regulations as the Registrar may prescribe, the
Registrar shall provide for the registration of Bonds and the
registration of transfers of Bonds. The Finance Director of the
Issuer is hereby appointed Registrar, Transfer Agent and Paying
Agent with respect to the Bonds.
Upon surrender for transfer of any Bond with a written
instrument of transfer satisfactory to the Registrar, duly executed
by the registered owner or his duly authorized attorney, and upon
payment of any tax, fee or other governmental charge required to be
paid with respect to such transfer, the Issuer shall execute and
the Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more fully registered
Bonds of any authorized denominations and of a like aggregate
principal amount, interest rate and maturity. Any Bonds, upon
surrender thereof at the office of the Registrar, may at the option
of the registered owner thereof, be exchanged for an equal
aggregate principal amount of Bonds of the same maturity and
interest rate of any authorized denominations. In all cases in
which the privilege of exchanging or transferring fully registered
Bonds is exercised, the Issuer shall execute and the Registrar
shall deliver Bonds in accordance with the provisions of this
Resolution. For every such exchange or transfer of Bonds, whether
temporary or definitive, the Issuer or the Registrar may make a
charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to
the exercise of the privilege of making such exchange or transfer.
Notwithstanding any other provision of this Resolution, the cost of
preparing each new Bond upon each exchange or transfer, and any
other expenses of the Issuer or the Registrar incurred in
connection therewith (except any applicable tax, fee or other
governmental charge) shall be paid by the Issuer. Each Bond
delivered under this Resolution upon transfer of or in exchange for
or in lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.03 Interest on any Bond which is payable, and is punctually
paid or duly provided for, on any interest payment date shall be
paid to the person in whose name that Bond (or one or more Bonds
for which such Bond was exchanged) is registered at the close of
business on the preceding January 15 and July 15, as the case may
be. Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, on any interest payment date
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shall forthwith cease to be payable to the registered owner on the
relevant regular record date solely by virtue of such owner having
been such owner; and such defaulted interest may be paid by the
Issuer to the person in whose name such Bond is registered at the
close of business on a special record date established by the
Registrar for the payment of such defaulted interest. Subject to
the foregoing provisions of this paragraph, each Bond delivered
under this Resolution upon transfer of or in exchange for or in
lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.04 As to any Bond, the Issuer and the Registrar and their
respective successors, each in its discretion, may deem and treat
the person in whose name the same for the time being shall be
registered as the absolute owner thereof for all purposes and
neither the Issuer nor the Registrar nor their respective
successors shall be affected by any notice to the contrary.
Payment of or on account of the principal of any such Bond shall be
made only to or upon the order of the registered owner thereof, but
such registration may be changed as above provided. All such
payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
2.05 If (i) any mutilated Bond is surrendered to the
Registrar, or the Issuer and the Registrar receive evidence to
their satisfaction of the destruction, loss, or theft of any Bond,
and (ii) there is delivered to the Issuer and the Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Issuer or the
Registrar that such Bond has been acquired by a bona fide
purchaser, the Issuer shall execute, and upon its request the
Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost, or stolen Bond, a new
Bond of like tenor and principal amount, bearing a number not
contemporaneously outstanding. In case any such mutilated,
destroyed, lost, or stolen Bond has become or is about to become
due and payable, the Issuer in its discretion may, instead of
issuing a new Bond, pay such Bond.
Upon the issuance of any new Bond under this subsection,
the Issuer may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto. Every new Bond issued pursuant to this subsection in lieu
of any destroyed, lost, or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the
destroyed, lost, or stolen Bond shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this
Resolution equally and proportionately with any and all other Bonds
duly issued hereunder.
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The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Bonds.
2.06 (a) Notwithstanding the other provisions of this
Resolution regarding registration, ownership, transfer, payment and
exchange of the Bonds, unless the Issuer determines to permit the
exchange of book -entry only bonds for certificates in the
denominations provided in Section 1.04, the Bonds shall be issued
in denominations of the entire principal amount of a particular
maturity ("Depository Bonds"), registered in the nominee name of
The Depository Trust Company, New York, New York, its successors
and assigns, or a substitute depository as provided below (the
Depository"). So long as the Bonds are held by the Depository,
the Registrar shall comply with the provisions of the Letter of
Representations executed and delivered to the Depository. The form
of the Letter of Representations, currently on file with the
Finance Director, is hereby approved, and the Finance Director is
hereby authorized to execute and deliver the same.
b) Upon (i) a determination by the Issuer that the Depository
is no longer able to carry out its functions or is otherwise
determined unsatisfactory by the Issuer in its sole discretion, or
ii) a determination by the Depository that the Bonds are no longer
eligible for its depository services, or (iii) a determination by
the Registrar that the Depository has resigned or discontinued its
services for the Bonds, the Issuer shall either (a) designate a
substitute depository in accordance with paragraph (d) below, or
b) provide for the exchange of Depository Bonds for Bonds in the
denominations provided in Section 1.04.
c) If the Issuer determines to provide for the exchange of
Depository Bonds for Bonds in the denominations provided in Section
1.04, the Issuer shall so notify the Registrar and shall provide
the Registrar with a supply of executed unauthenticated bonds to be
so exchanged. The Registrar shall thereupon notify the owners of
the Bonds and provide for such exchange.
d) Any substitute depository shall be a "clearing
corporation" as defined in the Minnesota Uniform Commercial Code,
Minnesota Statutes, Section 336.8-102, and shall be a qualified and
registered "clearing agency" as provided in Section 17A of the
Securities Exchange Act of 1934, as amended. The substitute
depository shall provide for (i) immobilization of the Depository
Bonds, (ii) registration and transfers of beneficial ownership of
interests in the Depository Bonds by book entries made on records
of the Depository and participating entities, and (iii) payment of
principal of, premium, if any, and interest on the Depository Bonds
to the beneficial owners thereof through its participating
entities.
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e) With respect to Depository Bonds, the Registrar, Transfer
Agent and Paying Agent shall have no responsibility or obligation
to any broker-dealers, banks and other financial institutions from
time to time for which the Depository holds Bonds as securities
depository (the "Participants"), or to any other person on behalf
of whom a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i)
the accuracy of the records of the Depository or any Participant
with respect to any ownership interest in the Bonds, (ii) the
delivery to any Participant or any other person other than a
registered owner of Bonds, as shown by the registration books kept
by the Registrar, of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any,
or interest on the Bonds.
Section 3. Execution and Delivery.
3.01 The Bonds shall be executed by the respective manual or
facsimile signatures of the Mayor and City Manager of the Issuer as
set forth in the form of Bond. The seal of the Issuer shall be
omitted from the Bonds as permitted by law. When said Bonds shall
have been duly executed and authenticated by the Registrar in
accordance with this Resolution, the same shall be delivered to the
Depository upon payment of the purchase price, and the receipt of
the Finance Director of the Issuer delivered to the Purchaser
thereof shall be a full acquittance; and the Purchaser shall not be
bound to see to the application of the purchase money. The Bonds
shall not be valid for any purpose until authenticated by the
Registrar.
3.02 The Official Statement relating to the Bonds, on file
with the City Clerk at the time of this meeting, is hereby
approved. If such officers find the same to be accurate, the Mayor
and City Manager are authorized and directed to furnish to the
Purchaser at the closing a certificate stating that, to the best
knowledge of such officers, the Official Statement does not, at the
date of closing, and did not, at the time of sale of the Bonds,
contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading.
3.03 Unless litigation shall have been commenced and be
pending questioning the Bonds, revenues pledged for payments of the
Bonds, or the organization of the Issuer or incumbency of its
officers, at the closing, the Mayor and the City Manager of the
Issuer shall execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and a certificate
as to payment for and delivery of the Bonds, together with the
arbitrage certificate referred to below and the approving legal
11
opinion of Mackall, Crounse & Moore as to the validity and
enforceability of the Bonds and the exclusion of interest on the
Bonds from gross income for purposes of federal and Minnesota
income taxation.
Section 4. Use of Proceeds.
4.01 The proceeds of the Bonds are irrevocably appropriated
for the purposes set forth in the Escrow Agreement hereinafter
described. The City Finance Director is hereby authorized and
directed, simultaneously with the delivery of the Bonds, to deposit
the proceeds thereof pursuant to an escrow agreement (the "Escrow
Agreement") with
in
Minnesota, a banking institution whose
deposits are insured by the Federal Deposit Insurance Corporation
and whose combined capital and surplus is not less than $500,000,
and shall invest the funds so deposited in securities authorized
for such purpose by Minnesota Statutes, Section 475.67, Subdivision
8, maturing on such dates and bearing interest at such rates as are
required to provide funds sufficient, with cash retained in the
escrow account, to make the payments described in the Escrow
Agreement. Springsted Incorporated, as agent for the Issuer, is
hereby authorized and directed to purchase for and on behalf of the
Issuer and in its name, appropriate securities to fund the escrow
account as provided in the Escrow Agreement. The Mayor and City
Manager are hereby authorized to enter into the Escrow Agreement,
in substantially the form on file with the City Clerk on the date
hereof. On February 1, 1995, subsequent to redemption of the
Refunded Bonds, amounts remaining under the Escrow Agreement shall
be transferred to the Sinking Fund established in Section 5.03
hereof.
Section 5. Sinking Fund and Tax Levies.
5.01 The Series 1987 Bonds and the Series 1989 Bonds are
payable from separate debt service accounts heretofore established
upon the books of the Issuer, pursuant to Resolution No. 87-422
adopted on June 22, 1987, and Resolution No. 89-685 adopted on
November 6, 1989, respectively (the "Refunded Bond Resolutions").
There has previously been pledged to such debt service accounts net
revenues of the Issuer's water utility, as described in Section
4.01 of the Refunded Bond Resolutions.
5.02 Subsequent to February 1, 1995, upon redemption and
prepayment of the Series 1987 Bonds, amounts pledged to the debt
service account for the Series 1987 Bonds described in 5.01 above
will not be required for such purpose, and shall be made available
for payment of principal of and interest on the Bonds and
transferred as required to the Sinking Fund hereinafter created in
Section 5.03 for payment of the Bonds. Subsequent to February 1,
1995, upon redemption and prepayment of the Series 1989 Bonds,
amounts pledged to the debt service account for the Series 1989
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Bonds described in 5.01 above will not be required for such
purpose, and shall be made available for payment of principal of
and interest on the bonds and transferred as required to the
Sinking Fund hereinafter created in Section 5.03 for payment of the
Bonds.
5.03 Subsequent to February 1, 1995, all of the Bonds shall
be payable from a separate "Series 1993A Refunding Bond Sinking
Fund" (the "Sinking Fund") which shall be created and maintained on
the books of the Issuer until the Bonds, and all interest thereon,
are fully paid. All excess amounts under the Escrow Agreement
transferred pursuant to Section 4.01 hereof, all net revenues of
the Issuer's water utility transferred pursuant to Section 5.02
hereof, as well as any ad valorem taxes levied and collected as
hereinafter specified, shall be credited to said Sinking Fund.
Interest earnings on amounts in the Sinking Fund shall also be
credited thereto. For payment of principal of and interest on the
Bonds after February 1, 1995, it is presently estimated that the
net revenues of the Issuer's water utility described in Section
5.02 hereof will produce aggregate amounts not less than 5% in
excess of the amounts needed to meet when due such principal and
interest payments, and therefore no ad valorem taxes are presently
required to be levied. The Issuer recognizes and reaffirms its
pledge of the full faith and credit of the Issuer to the payment of
the Bonds and, in the event that said net revenues of the Issuer's
water utility do not prove sufficient to pay principal of and
interest on the Bonds, the Issuer will promptly levy ad valorem
taxes on all taxable property in the Issuer as necessary for such
payment without limitation as to rate or amount.
5.04 In order to ensure compliance with the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable regulations,
the Finance Director of the Issuer, upon allocation of any funds to
the Sinking Fund, shall ascertain the balance then on hand in the
Sinking Fund. If it exceeds the amount of principal and interest
on the Bonds to become due and payable through February 1 next
following, plus a reasonably carryover equal to 1/12th of the debt
service due in the following bond year, said excess shall (unless
an opinion is otherwise received from bond counsel) be used to
purchase Bonds, or invested at a yield which does not exceed the
yield on the Bonds calculated in accordance with Section 148 of the
Code.
Section 6. Miscellaneous.
6.01 The City Manager is hereby authorized and directed to
call for redemption and prepayment on their earliest redemption
date all Refunded Bonds which by their terms are subject to
redemption and to give notice of redemption in accordance with the
Refunded Bond Resolutions.
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6.02 The Issuer covenants and agrees with the Purchaser and
holders of the Bonds that the investment of proceeds of the Bonds,
including the investment of any revenues pledged to the Bonds which
are considered proceeds under the applicable regulations, and
accumulated sinking funds, if any, shall be limited as to amount
and yield in such manner that the Bonds shall not be arbitrage
bonds within the meaning of Section 148 of the Code and any
regulations thereunder. On the basis of the existing facts,
estimates and circumstances, including the foregoing findings and
covenants, the Issuer hereby certifies that it is not expected that
the proceeds of the Bonds will be used in such manner as to cause
the Bonds to be arbitrage bonds under Section 148 of the Code and
any regulations thereunder. The Mayor and City Manager shall
furnish an arbitrage certificate to the Purchaser embracing or
based on the foregoing certification at the time of delivery of the
Bonds to the Purchaser. The proceeds of the Bonds will likewise be
used in such manner that the Bonds are not private activity bonds
under Section 141 of the Code.
6.03 The Issuer hereby designates the bonds as "Qualified
Tax -Exempt Obligations" within the meaning of Section 265(b) of the
Code. With respect to such designation, the Issuer covenants that
it does not reasonably anticipate issuing governmental or qualified
501(c)(3) obligations in an aggregate amount greater than
10,000,000 in calendar year 1993.
6.04 The City Clerk is hereby authorized and directed to
certify a copy of this Resolution and to cause the same to be filed
in the office of the Hennepin County Director of Property Taxation,
together with such other information as such officer may require,
and to obtain from such officer a certificate that the Bonds have
been entered upon his bond register.
6.05 The Issuer covenants that it will file with the Internal
Revenue Service the information required under Section 149(e) of
the Code.
6.06 The officers of the Issuer are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys
approving the Bonds, certified copies of all proceedings and
records of the Issuer relating to the power and authority of the
Issuer to issue the Bonds within their knowledge or as shown by the
books and records in their custody and control, and such certified
copies and certificates shall be deemed representations of the
Issuer as to the facts stated therein.
Adopted this 17th day of November, 1993.
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No. R -
EXHIBIT A
Form of Bonds)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION WATER REVENUE REFUNDING BOND,
SERIES 1993A
Nominal Date of
Rate Maturity Original Issue CUSIP
December 1, 1993
Registered Owner:
Principal Amount:
The City of Plymouth, Minnesota (the "City"), for value
received, hereby certifies that it is indebted and hereby promises
to pay to the Registered Owner specified above or registered
assigns, the principal amount specified above on the maturity date
specified above, upon the presentation and surrender hereof, and to
pay to the registered owner hereof interest on such principal sum
at the interest rate specified above from December 1, 1993, or from
the most recent interest payment date to which interest has been
paid or duly provided for as specified below, on February 1 and
August 1 of each year, commencing August 1, 1994, until said
principal sum is paid. Principal is payable in lawful money of the
United States of America at the office of the Finance Director of
the City, as Registrar, Transfer Agent and Paying Agent, or at the
offices of such successor agent as the City may designate upon 60
days notice to the registered owners at their registered address
the "Registrar"). Interest shall be paid on each February 1 and
August 1 by check or draft of the Registrar mailed the last
business day prior to the interest payment date to the person in
whose name this Bond is registered at the close of business on the
preceding January 15 and July 15 (whether or not a business day) at
his or her address set forth on the bond register maintained by the
Registrar. Any such interest not punctually paid or provided for
will be paid to the person in whose name this Bond is registered at
the close of business on a special record date established by the
Registrar for the payment of such defaulted interest.
A-1
The Bonds of this series are not subject to redemption or
prepayment prior to their stated maturity.
This Bond is one of a series of Bonds in the aggregate
principal amount of Dollars
of like date and tenor except for number, interest
rate, denomination, and date of maturity, and is issued for the
purpose of providing funds to refund in advance of maturity certain
outstanding general obligation bonds of the City, and is issued
pursuant to an authorizing resolution (the "Resolution") adopted by
the City Council of the City on November 17, 1993, and pursuant to
and in full conformity with the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Chapter 475.
The Bonds of this series are issuable only as fully
registered bonds without coupons in denominations of $5,000 or any
integral multiple thereof not exceeding the principal amount
maturing in any one year. As provided in the Resolution and
subject to certain limitations therein set forth, the Bonds of this
series are exchangeable for a like aggregate principal amount of
Bonds of this series of a different authorized denomination, as
requested by the registered owner or his duly authorized attorney,
upon surrender thereof to the Registrar.
As provided in the Resolution, and subject to certain
limitations set forth therein, this Bond is transferable upon the
books of the City kept for that purpose at the principal office of
the Registrar, by the registered owner hereof in person or by such
owner's attorney duly authorized in writing, upon presentation of
a written instrument of transfer satisfactory to the Registrar,
duly executed by the registered owner or such owner's duly
authorized attorney. Upon such transfer and the payment of any
tax, fee or governmental charge required to be paid by the City or
the Registrar with respect to such transfer, there will be issued
in the name of the transferee a new Bond or Bonds of the same
aggregate principal amount as the surrendered Bond.
The Bonds are issuable originally only as immobilized
book -entry bonds ("Depository Bonds") in the denomination of the
entire principal amount of the issue maturing on a single date.
Depository Bonds are not exchangeable for fully registered Bonds of
smaller denominations except in exchange for Replacement Bonds if
then available. In the event the City determines to convert the
Depository Bonds to certificated securities ("Replacement Bonds"),
the Replacement Bonds, if made available by the City, are issuable
solely as fully registered Bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and will be
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the principal
office of the Registrar, but only in the manner and subject to the
limitations set forth in the Resolution.
A-2
The City has designated the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
It is hereby Certified and Recited that all acts,
conditions and things required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be
performed in order to make this Bond a valid and binding general
obligation of the City according to its terms, have been done, do
exist, have happened and have been performed in due form, time and
manner as so required; that the Bonds are payable from a separate
debt redemption fund of the City, and from net revenues of the
City's water utility and other funds which have been appropriated
to such fund; that if necessary for payment of principal of and
interest on the Bonds of this series, ad valorem taxes may be
levied upon all taxable property in the City without limitation as
to rate or amount; and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or
statutory limitation.
This Bond shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been manually signed by a person authorized to sign on behalf of
the Registrar.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota has
caused this Bond to be executed with the manual or facsimile
signatures of its Mayor and its City Manager, both as of the
Nominal Date of Original Issue specified above.
Dated:
CITY OF PLYMOUTH, MINNESOTA
By
By
Mayor
City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within
mentioned Resolution.
By
Bond Registrar
A-3
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
Please Print or Typewrite Name and Address of Transferee. Include
information for all joint owners if the Bond is held by joint
account.)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to transfer
the within Bond on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed by:
Signature(s) must be guaran-
teed by a commercial bank or
trust company or by a broker-
age firm having membership in
one of the major stock
exchanges.
Please Insert Social Security
Number or Other Identifying
Number of Assignee.
Notice: The signature(s) on this
assignment must correspond with the
name(s) appearing on the face of
this Bond in every particular,
without alteration or any change
whatever.
A-4
1549_1
CITY OF PLYMOUTH, MINNESOTA
RESOLUTION NO.
AUTHORIZING AND AWARDING THE
SALE OF, AND PROVIDING THE FORM, TERMS,
COVENANTS AND DIRECTIONS FOR $ 2,275,000
GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS
SERIES 1993B
BE IT RESOLVED BY THE CITY COUNCIL (THE "COUNCIL") OF THE
CITY OF PLYMOUTH, MINNESOTA (THE "ISSUER") AS FOLLOWS:
Section 1. Award of Sale; Terms of Bonds.
1.01 The Issuer has heretofore issued its General Obligation
Improvement Bonds of 1990, dated December 16, 1990 (the "Series
1990 Bonds"). Pursuant to this Resolution, the Issuer intends to
issue its $ 2,275,000 General Obligation Improvement Refunding
Bonds, Series 1993B (the "Bonds"), in order to refund in advance of
maturity the Series 1990 Bonds that mature in the years 1996
through 2002 and aggregate $3,000,000 in principal amount (the
Refunded Bonds").
1.02 In accordance with Minnesota Statutes, Section 475.60,
Subdivision 2, the Issuer is authorized to issue crossover
refunding obligations by negotiation and without advertisement for
bids. The Bonds are crossover refunding obligations described in
Minnesota Statutes, Section 475.67, subdivision 13.
1.03 The Issuer hereby accepts the offer of
the "Purchaser") to purchase the Bonds
in accordance with the terms of this Resolution at a price of
plus accrued interest to the date of delivery, the
Bonds to bear interest at the rates per annum as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1996
2000
1997
2001
1998
2002
1999
The City Finance Director is directed to retain the good faith
check of the Purchaser, if any, pending delivery of and payment for
the Bonds.
1
1.04 The Issuer shall issue the Bonds in the aggregate
principal amount of $ 2,275.000 , dated December 1, 1993, as fully
registered bonds without coupons. The Bonds shall be in
denominations of $5,000 or any integral multiple thereof not
exceeding the principal amount of a single maturity, shall be
numbered from R-1 upwards in order of issuance, and shall bear
interest at the rates set forth above, payable August 1, 1994, and
semiannually thereafter on each February 1 and August 1, and shall
mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
1996 $ 2000 $
1997 2001
1998 2002
1999
Bonds issued in exchange for Bonds shall be dated as of the
date of authentication thereof and shall bear interest from the
date to which interest due and payable has been paid in full on the
Bonds surrendered, except that Bonds issued upon a transfer or
exchange prior to the first interest payment date shall be dated as
of December 1, 1993.
1.05 The Bonds shall not be subject to redemption and
prepayment prior to their stated maturity.
1.06 The Bonds shall be payable as to principal at the office
of the Finance Director of the Issuer (the "Registrar"), or at the
office of such other successor registrar as the Issuer may
hereafter designate upon 60 days, mailed notice to the registered
owners. If the stated maturity date for payment of principal of
any Bonds shall not be a business day, then such payment shall be
made on the next succeeding business day with the same force and
effect as if made on the stated maturity, and without additional
interest accruing thereon for the period after such stated
maturity. Interest on each Bond shall be payable by check or draft
of the Registrar mailed the last business day prior to the interest
payment date to the registered holder thereof at his or her address
as it appears on the bond register at the close of business on the
15th day (whether or not a business day) of the calendar month next
preceding the interest payment date. For purposes of this
resolution "business day" shall mean any day other than a day on
which banks in the City of Minneapolis, Minnesota are authorized to
be closed.
Section 2. Form and Execution of Bond.
2.01 The Bonds shall be in substantially the form as set
forth in Exhibit A hereto, with the necessary variations as to
number, CUSIP Number, rate of interest and date of maturity, the
blanks to be properly filled in.
2.02 As long as any of the Bonds issued hereunder shall
remain outstanding, the Issuer shall cause to be kept at the
principal office of the Registrar the Register in which, subject to
such reasonable regulations as the Registrar may prescribe, the
Registrar shall provide for the registration of Bonds and the
registration of transfers of Bonds. The Finance Director of the
Issuer is hereby appointed Registrar, Transfer Agent and Paying
Agent with respect to the Bonds.
Upon surrender for transfer of any Bond with a written
instrument of transfer satisfactory to the Registrar, duly executed
by the registered owner or his duly authorized attorney, and upon
payment of any tax, fee or other governmental charge required to be
paid with respect to such transfer, the Issuer shall execute and
the Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more fully registered
Bonds of any authorized denominations and of a like aggregate
principal amount, interest rate and maturity. Any Bonds, upon
surrender thereof at the office of the Registrar, may at the option
of the registered owner thereof, be exchanged for an equal
aggregate principal amount of Bonds of the same maturity and
interest rate of any authorized denominations. In all cases in
which the privilege of exchanging or transferring fully registered
Bonds is exercised, the Issuer shall execute and the Registrar
shall deliver Bonds in accordance with the provisions of this
Resolution. For every such exchange or transfer of Bonds, whether
temporary or definitive, the Issuer or the Registrar may make a
charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to
the exercise of the privilege of making such exchange or transfer.
Notwithstanding any other provision of this Resolution, the cost of
preparing each new Bond upon each exchange or transfer, and any
other expenses of the Issuer or the Registrar incurred in
connection therewith (except any applicable tax, fee or other
governmental charge) shall be paid by the Issuer. Each Bond
delivered under this Resolution upon transfer of or in exchange for
or in lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.03 Interest on any Bond which is payable, and is punctually
paid or duly provided for, on any interest payment date shall be
paid to the person in whose name that Bond (or one or more Bonds
for which such Bond was exchanged) is registered at the close of
business on the preceding January 15 and July 15, as the case may
be. Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, on any interest payment date
3
shall forthwith cease to be payable to the registered owner on the
relevant regular record date solely by virtue of such owner having
been such owner; and such defaulted interest may be paid by the
Issuer to the person in whose name such Bond is registered at the
close of business on a special record date established by the
Registrar for the payment of such defaulted interest. Subject to
the foregoing provisions of this paragraph, each Bond delivered
under this Resolution upon transfer of or in exchange for or in
lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.04 As to any Bond, the Issuer and the Registrar and their
respective successors, each in its discretion, may deem and treat
the person in whose name the same for the time being shall be
registered as the absolute owner thereof for all purposes and
neither the Issuer nor the Registrar nor their respective
successors shall be affected by any notice to the contrary.
Payment of or on account of the principal of any such Bond shall be
made only to or upon the order of the registered owner thereof, but
such registration may be changed as above provided. All such
payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
2.05 If (i) any mutilated Bond is surrendered to the
Registrar, or the Issuer and the Registrar receive evidence to
their satisfaction of the destruction, loss, or theft of any Bond,
and (ii) there is delivered to the Issuer and the Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Issuer or the
Registrar that such Bond has been acquired by a bona fide
purchaser, the Issuer shall execute, and upon its request the
Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost, or stolen Bond, a new
Bond of like tenor and principal amount, bearing a number not
contemporaneously outstanding. In case any such mutilated,
destroyed, lost, or stolen Bond has become or is about to become
due and payable, the Issuer in its discretion may, instead of
issuing a new Bond, pay such Bond.
Upon the issuance of any new Bond under this subsection,
the Issuer may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto. Every new Bond issued pursuant to this subsection in lieu
of any destroyed, lost, or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the
destroyed, lost, or stolen Bond shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this
Resolution equally and proportionately with any and all other Bonds
duly issued hereunder.
4
The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Bonds.
2.06 (a) Notwithstanding the other provisions of this
Resolution regarding registration, ownership, transfer, payment and
exchange of the Bonds, unless the Issuer determines to permit the
exchange of book -entry only bonds for certificates in the
denominations provided in Section 1.04, the Bonds shall be issued
in denominations of the entire principal amount of a particular
maturity ("Depository Bonds"), registered in the nominee name of
The Depository Trust Company, New York, New York, its successors
and assigns, or a substitute depository as provided below (the
Depository"). So long as the Bonds are held by the Depository,
the Registrar shall comply with the provisions of the Letter of
Representations executed and delivered to the Depository. The form
of the Letter of Representations, currently on file with the
Finance Director, is hereby approved, and the Finance Director is
hereby authorized to execute and deliver the same.
b) Upon (i) a determination by the Issuer that the Depository
is no longer able to carry out its functions or is otherwise
determined unsatisfactory by the Issuer in its sole discretion, or
ii) a determination by the Depository that the Bonds are no longer
eligible for its depository services, or (iii) a determination by
the Registrar that the Depository has resigned or discontinued its
services for the Bonds, the Issuer shall either (a) designate a
substitute depository in accordance with paragraph (d) below, or
b) provide for the exchange of Depository Bonds for Bonds in the
denominations provided in Section 1.04.
c) If the Issuer determines to provide for the exchange of
Depository Bonds for Bonds in the denominations provided in Section
1.04, the Issuer shall so notify the Registrar and shall provide
the Registrar with a supply of executed unauthenticated bonds to be
so exchanged. The Registrar shall thereupon notify the owners of
the Bonds and provide for such exchange.
d) Any substitute depository shall be a "clearing
corporation" as defined in the Minnesota Uniform Commercial Code,
Minnesota Statutes, Section 336.8-102, and shall be a qualified and
registered "clearing agency" as provided in Section 17A of the
Securities Exchange Act of 1934, as amended. The substitute
depository shall provide for (i) immobilization of the Depository
Bonds, (ii) registration and transfers of beneficial ownership of
interests in the Depository Bonds by book entries made on records
of the Depository and participating entities, and (iii) payment of
principal of, premium, if any, and interest on the Depository Bonds
to the beneficial owners thereof through its participating
entities.
5
e) With respect to Depository Bonds, the Registrar, Transfer
Agent and Paying Agent shall have no responsibility or obligation
to any broker-dealers, banks and other financial institutions from
time to time for which the Depository holds Bonds as securities
depository (the "Participants"), or to any other person on behalf
of whom a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i)
the accuracy of the records of the Depository or any Participant
with respect to any ownership interest in the Bonds, (ii) the
delivery to any Participant or any other person other than a
registered owner of Bonds, as shown by the registration books kept
by the Registrar, of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any,
or interest on the Bonds.
Section 3. Execution and Delivery.
3.01 The Bonds shall be executed by the respective manual or
facsimile signatures of the Mayor and City Manager of the Issuer as
set forth in the form of Bond. The seal of the Issuer shall be
omitted from the Bonds as permitted by law. When said Bonds shall
have been duly executed and authenticated by the Registrar in
accordance with this Resolution, the same shall be delivered to the
Depository upon payment of the purchase price, and the receipt of
the Finance Director of the Issuer delivered to the Purchaser
thereof shall be a full acquittance; and the Purchaser shall not be
bound to see to the application of the purchase money. The Bonds
shall not be valid for any purpose until authenticated by the
Registrar.
3.02 The Official Statement relating to the Bonds, on file
with the City Clerk at the time of this meeting, is hereby
approved. If such officers find the same to be accurate, the Mayor
and City Manager are authorized and directed to furnish to the
Purchaser at the closing a certificate stating that, to the best
knowledge of such officers, the Official Statement does not, at the
date of closing, and did not, at the time of sale of the Bonds,
contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading.
3.03 Unless litigation shall have been commenced and be
pending questioning the Bonds, revenues pledged for payments of the
Bonds, or the organization of the Issuer or incumbency of its
officers, at the closing, the Mayor and the City Manager of the
Issuer shall execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and a certificate
as to payment for and delivery of the Bonds, together with the
arbitrage certificate referred to below and the approving legal
C
opinion of Mackall, Crounse & Moore as to the validity and
enforceability of the Bonds and the exclusion of interest on the
Bonds from gross income for purposes of federal and Minnesota
income taxation.
Section 4. Use of Proceeds.
4.01 The proceeds of the Bonds are irrevocably appropriated
for the purposes set forth in the Escrow Agreement hereinafter
described. The City Finance Director is hereby authorized and
directed, simultaneously with the delivery of the Bonds, to deposit
the proceeds thereof pursuant to an escrow agreement (the "Escrow
Agreement")
Minnesota, a banking institution whose
deposits are insured by the Federal Deposit Insurance Corporation
and whose combined capital and surplus is not less than $500,000,
and shall invest the funds so deposited in securities authorized
for such purpose by Minnesota Statutes, Section 475.67, Subdivision
8, maturing on such dates and bearing interest at such rates as are
required to provide funds sufficient, with cash retained in the
escrow account, to make the payments described in the Escrow
Agreement. Springsted Incorporated, as agent for the Issuer, is
hereby authorized and directed to purchase for and on behalf of the
Issuer and in its name, appropriate securities to fund the escrow
account as provided in the Escrow Agreement. The Mayor and City
Manager are hereby authorized to enter into the Escrow Agreement,
in substantially the form on file with the City Clerk on the date
hereof. On February 1, 1995, subsequent to redemption of the
Refunded Bonds, amounts remaining under the Escrow Agreement shall
be transferred to the Sinking Fund established in Section 5.03
hereof.
Section 5. Sinking Fund and Tax Levies.
5.01 The Series 1990 Bonds are payable from a separate debt
service account heretofore established upon the books of the
Issuer, pursuant to Resolution No. 90-749 adopted on November 19,
1990 (the "Refunded Bond Resolution"). There has previously been
pledged to such debt service account proceeds of special assessment
revenues, as described in Section 4.01 of the Refunded Bond
Resolution.
5.02 Subsequent to February 1, 1995, upon redemption and
prepayment of the Refunded Bonds, amounts pledged to the debt
service account for the Series 1990 Bonds described in 5.01 above
will not be required for such purpose, and shall be made available
for payment of principal of and interest on the Bonds and
transferred as required to the Sinking Fund hereinafter created in
Section 5.03 for payment of the Bonds.
5.03 Subsequent to February 1, 1995, all of the Bonds shall
be payable from a separate "Series 1993B Refunding Bond Sinking
7
Fund" (the "Sinking Fund") which shall be created and maintained on
the books of the Issuer until the Bonds, and all interest thereon,
are fully paid. All excess amounts under the Escrow Agreement
transferred pursuant to Section 4.01 hereof, all collections of
special assessment revenues transferred pursuant to Section 5.02
hereof, as well as other available revenues of the Issuer and any
ad valorem taxes levied and collected as hereinafter specified,
shall be credited to said Sinking Fund. Interest earnings on
amounts in the Sinking Fund shall also be credited thereto. For
payment of principal of and interest on the Bonds after February 1,
1995, it is presently estimated that the special assessment
revenues described in Section 5.02 hereof will produce aggregate
amounts not less than 5% in excess of the amounts needed to meet
when due such principal and interest payments, and therefore no ad
valorem taxes are presently required to be levied. The Issuer
recognizes and reaffirms its pledge of the full faith and credit of
the Issuer to the payment of the Bonds and, in the event that said
special assessment revenues do not prove sufficient to pay
principal of and interest on the Bonds, the Issuer will promptly
levy ad valorem taxes on all taxable property in the Issuer as
necessary for such payment without limitation as to rate or amount.
5.04 In order to ensure compliance with the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable regulations,
the Finance Director of the Issuer, upon allocation of any funds to
the Sinking Fund, shall ascertain the balance then on hand in the
Sinking Fund. If it exceeds the amount of principal and interest
on the Bonds to become due and payable through February 1 next
following, plus a reasonably carryover equal to 1/12th of the debt
service due in the following bond year, said excess shall (unless
an opinion is otherwise received from bond counsel) be used to
purchase Bonds, or invested at a yield which does not exceed the
yield on the Bonds calculated in accordance with Section 148 of the
Code.
Section 6. Miscellaneous.
6.01 The City Manager is hereby authorized and directed to
call for redemption and prepayment on their earliest redemption
date all Refunded Bonds which by their terms are subject to
redemption and to give notice of redemption in accordance with the
Refunded Bond Resolutions.
6.02 The Issuer covenants and agrees with the Purchaser and
holders of the Bonds that the investment of proceeds of the Bonds,
including the investment of any revenues pledged to the Bonds which
are considered proceeds under the applicable regulations, and
accumulated sinking funds, if any, shall be limited as to amount
and yield in such manner that the Bonds shall not be arbitrage
bonds within the meaning of Section 148 of the Code and any
regulations thereunder. On the basis of the existing facts,
estimates and circumstances, including the foregoing findings and
8
covenants, the Issuer hereby certifies that it is not expected that
the proceeds of the Bonds will be used in such manner as to cause
the Bonds to be arbitrage bonds under Section 148 of the Code and
any regulations thereunder. The Mayor and City Manager shall
furnish an arbitrage certificate to the Purchaser embracing or
based on the foregoing certification at the time of delivery of the
Bonds to the Purchaser. The proceeds of the Bonds will likewise be
used in such manner that the Bonds are not private activity bonds
under Section 141 of the Code.
6.03 The Issuer hereby designates the bonds as "Qualified
Tax-Exempt Obligations" within the meaning of Section 265(b) of the
Code. With respect to such designation, the Issuer covenants that
it does not reasonably anticipate issuing governmental or qualified
501(c)(3) obligations in an aggregate amount greater than
10,000,000 in calen ar year 1993.
6.04 The City Clerk is hereby authorized and directed to
certify a copy of this Resolution and to cause the same to be filed
in the office of the Hennepin County Director of Property Taxation,
together with such other information as such officer may require,
and to obtain from such officer a certificate that the Bonds have
been entered upon his bond register.
6.05 The Issuer covenants that it will file with the Internal
Revenue Service the information required under Section 149(e) of
the Code.
6.06 The officers of the Issuer are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys
approving the Bonds, certified copies of all proceedings and
records of the Issuer relating to the power and authority of the
Issuer to issue the Bonds within their knowledge or as shown by the
books and records in their custody and control, and such certified
copies and certificates shall be deemed representations of the
Issuer as to the facts stated therein.
Adopted this 17th day of November, 1993.
0
No. R -
EXHIBIT A
Form of Bonds)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND,
SERIES 1993B
Nominal Date of
Rate Maturity Original Issue CUSIP
December 1, 1993
Registered Owner:
Principal Amount:
The City of Plymouth, Minnesota (the "City"), for value
received, hereby certifies that it is indebted and hereby promises
to pay to the Registered Owner specified above or registered
assigns, the principal amount specified above on the maturity date
specified above, upon the presentation and surrender hereof, and to
pay to the registered owner hereof interest on such principal sum
at the interest rate specified above from December 1, 1993, or from
the most recent interest payment date to which interest has been
paid or duly provided for as specified below, on February 1 and
August 1 of each year, commencing August 1, 1994, until said
principal sum is paid. Principal is payable in lawful money of the
United States of America at the office of the Finance Director of
the City, as Registrar, Transfer Agent and Paying Agent, or at the
offices of such successor agent as the City may designate upon 60
days notice to the registered owners at their registered address
the "Registrar"). Interest shall be paid on each February 1 and
August 1 by check or draft of the Registrar mailed the last
business day prior to the interest payment date to the person in
whose name this Bond is registered at the close of business on the
preceding January 15 and July 15 (whether or not a business day) at
his or her address set forth on the bond register maintained by the
Registrar. Any such interest not punctually paid or provided for
will be paid to the person in whose name this Bond is registered at
the close of business on a special record date established by the
Registrar for the payment of such defaulted interest.
A-1
The Bonds of this series are not subject to redemption or
prepayment prior to their stated maturity.
This Bond is one of a series of Bonds in the aggregate
principal amount of Dollars
of like date and tenor except for number, interest
rate, denomination, and date of maturity, and is issued for the
purpose of providing funds to refund in advance of maturity certain
outstanding general obligation bonds of the City, and is issued
pursuant to an authorizing resolution (the "Resolution") adopted by
the City Council of the City on November 17, 1993, and pursuant to
and in full conformity with the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Chapter 475.
The Bonds of this series are issuable only as fully
registered bonds without coupons in denominations of $5,000 or any
integral multiple thereof not exceeding the principal amount
maturing in any one year. As provided in the Resolution and
subject to certain limitations therein set forth, the Bonds of this
series are exchangeable for a like aggregate principal amount of
Bonds of this series of a different authorized denomination, as
requested by the registered owner or his duly authorized attorney,
upon surrender thereof to the Registrar.
As provided in the Resolution, and subject to certain
limitations set forth therein, this Bond is transferable upon the
books of the City kept for that purpose at the principal office of
the Registrar, by the registered owner hereof in person or by such
owner's attorney duly authorized in writing, upon presentation of
a written instrument of transfer satisfactory to the Registrar,
duly executed by the registered owner or such owner's duly
authorized attorney. Upon such transfer and the payment of any
tax, fee or governmental charge required to be paid by the City or
the Registrar with respect to such transfer, there will be issued
in the name of the transferee a new Bond or Bonds of the same
aggregate principal amount as the surrendered Bond.
The Bonds are issuable originally only as immobilized
book -entry bonds ("Depository Bonds") in the denomination of the
entire principal amount of the issue maturing on a single date.
Depository Bonds are not exchangeable for fully registered Bonds ofsmallerdenominationsexceptinexchangeforReplacementBondsif
then available. In the event the City determines to convert the
Depository Bonds to certificated securities ("Replacement Bonds"),
the Replacement Bonds, if made available by the City, are issuable
solely as fully registered Bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and will be
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the principal
office of the Registrar, but only in the manner and subject to the
limitations set forth in the Resolution.
A-2
The City has designated the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
It is hereby Certified and Recited that all acts,
conditions and things required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be
performed in order to make this Bond a valid and binding general
obligation of the City according to its terms, have been done, do
exist, have happened and have been performed in due form, time and
manner as so required; that the Bonds are payable from a separate
debt redemption fund of the City, and from special assessment
revenues of the City and other funds which have been appropriated
to such fund; that if necessary for payment of principal of and
interest on the Bonds of this series, ad valorem taxes may be
levied upon all taxable property in the City without limitation as
to rate or amount; and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or
statutory limitation.
This Bond shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been manually signed by a person authorized to sign on behalf of
the Registrar.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota has
caused this Bond to be executed with the manual or facsimile
signatures of its Mayor and its City Manager, both as of the
Nominal Date of Original Issue specified above.
Dated:
CITY OF PLYMOUTH, MINNESOTA
By
Mayor
By
City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within
mentioned Resolution.
By
Bond Registrar
A-3
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
Please Print or Typewrite Name and Address of Transferee. Include
information for all joint owners if the Bond is held by joint
account.)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to transfer
the within Bond on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed by:
Signature(s) must be guaran-
teed by a commercial bank or
trust company or by a broker-
age firm having membership in
one of the major stock
exchanges.
Please Insert Social Security
Number or Other Identifying
Number of Assignee.
Notice: The signature(s) on this
assignment must correspond with the
name(s) appearing on the face of
this Bond in every particular,
without alteration or any change
whatever.
A-4
CITY OF PLYMOUTH, MINNESOTA
RESOLUTION NO.
AUTHORIZING AND AWARDING THE
SALE OF, AND PROVIDING THE FORM, TERMS,
COVENANTS AND DIRECTIONS FOR $895,000
TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS
SERIES 1993C
BE IT RESOLVED BY THE CITY COUNCIL (THE "COUNCIL") OF THE
CITY OF PLYMOUTH, MINNESOTA (THE "ISSUER") AS FOLLOWS:
Section 1. Award of Sale; Terms of Bonds.
1.01 The Issuer has heretofore issued its General Obligation
Taxable Tax Increment Bonds of 1988, dated November 1, 1988 (the
Series 1988 Bonds"). Pursuant to this Resolution, the Issuer
intends to issue its $895,000 Taxable General Obligation Tax
Increment Refunding Bonds, Series 1993C (the "Bonds"), in order to
refund in advance of maturity the Series 1988 Bonds that mature in
the years 1995 through 1998 and aggregate $875,000 in principal
amount (the "Refunded Bonds").
1.02 In accordance with Minnesota Statutes, Section 475.60,
Subdivision 2, the Issuer is authorized to issue the Bonds by
negotiation and without advertisement for bids. Springsted
Incorporated, an independent financial advisor, has been retained
by the Issuer to assist in the sale of the Bonds.
1.03 The Issuer hereby accepts the offer of
the "Purchaser") to purchase the Bonds
in accordance with the terms of this Resolution at a price of
plus accrued interest to the date of delivery, the
Bonds to bear interest at the rates per annum as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1995 1997
1996 1998
The City Finance Director is directed to retain the good faith
check of the Purchaser, if any, pending delivery of and payment for
the Bonds.
1.04 The Issuer shall issue the Bonds in the aggregate
principal amount of $895,000, dated December 1, 1993, as fully
01
registered bonds without coupons. The Bonds shall be in
denominations of $5,000 or any integral multiple thereof not
exceeding the principal amount of a single maturity, shall be
numbered from R-1 upwards in order of issuance, and shall bear
interest at the rates set forth above, payable August 1, 1994, and
semiannually thereafter on each February 1 and August 1, and shall
mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
1995 160,000 1997 230,000
1996 210,000 1998 295,000
Bonds issued in exchange for Bonds shall be dated as of the
date of authentication thereof and shall bear interest from the
date to which interest due and payable has been paid in full on the
Bonds surrendered, except that Bonds issued upon a transfer or
exchange prior to the first interest payment date shall be dated as
of December 1, 1993.
1.05 The Bonds shall not be subject to redemption and
prepayment prior to their stated maturity.
1.06 The Bonds shall be payable as to principal at the office
of the Finance Director of the Issuer (the "Registrar"), or at the
office of such other successor registrar as the Issuer may
hereafter designate upon 60 days' mailed notice to the registered
owners. If the stated maturity date for payment of principal of
any Bonds shall not be a business day, then such payment shall be
made on the next succeeding business day with the same force and
effect as if made on the stated maturity, and without additional
interest accruing thereon for the period after such stated
maturity. Interest on each Bond shall be payable by check or draft
of the Registrar mailed the last business day prior to the interest
payment date to the registered holder thereof at his or her address
as it appears on the bond register at the close of business on the
15th day (whether or not a business day) of the calendar month next
preceding the interest payment date. For purposes of this
resolution "business day" shall mean any day other than a day on
which banks in the City of Minneapolis, Minnesota are authorized to
be closed.
Section 2. Form and Execution of Bond.
2.01 The Bonds shall be in substantially the form as set
forth in Exhibit A hereto, with the necessary variations as to
number, CUSIP Number, rate of interest and date of maturity, the
blanks to be properly filled in.
2.02 As long as any of the Bonds issued hereunder shall
remain outstanding, the Issuer shall cause to be kept at the
2
principal office of the Registrar the Register in which, subject to
such reasonable regulations as the Registrar may prescribe, the
Registrar shall provide for the registration of Bonds and the
registration of transfers of Bonds. The Finance Director of the
Issuer is hereby appointed Registrar, Transfer Agent and Paying
Agent with respect to the Bonds.
Upon surrender for transfer of any Bond with a written
instrument of transfer satisfactory to the Registrar, duly executed
by the registered owner or his duly authorized attorney, and upon
payment of any tax, fee or other governmental charge required to be
paid with respect to such transfer, the Issuer shall execute and
the Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more fully registered
Bonds of any authorized denominations and of a like aggregate
principal amount, interest rate and maturity. Any Bonds, upon
surrender thereof at the office of the Registrar, may at the option
of the registered owner thereof, be exchanged for an equal
aggregate principal amount of Bonds of the same maturity and
interest rate of any authorized denominations. In all cases in
which the privilege of exchanging or transferring fully registered
Bonds is exercised, the Issuer shall execute and the Registrar
shall deliver Bonds in accordance with the provisions of this
Resolution. For every such exchange or transfer of Bonds, whether
temporary or definitive, the Issuer or the Registrar may make a
charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to
the exercise of the privilege of making such exchange or transfer.
Notwithstanding any other provision of this Resolution, the cost of
preparing each new Bond upon each exchange or transfer, and any
other expenses of the Issuer or the Registrar incurred in
connection therewith (except any applicable tax, fee or other
governmental charge) shall be paid by the Issuer. Each Bond
delivered under this Resolution upon transfer of or in exchange for
or in lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.03 Interest on any Bond which is payable, and is punctually
paid or duly provided for, on any interest payment date shall be
paid to the person in whose name that Bond (or one or more Bonds
for which such Bond was exchanged) is registered at the close of
business on the preceding January 15 and July 15, as the case may
be. Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, on any interest payment date
shall forthwith cease to be payable to the registered owner on the
relevant regular record date solely by virtue of such owner having
been such owner; and such defaulted interest may be paid by the
3
Issuer to the person in whose name such Bond is registered at the
close of business on a special record date established by the
Registrar for the payment of such defaulted interest. Subject to
the foregoing provisions of this paragraph, each Bond delivered
under this Resolution upon transfer of or in exchange for or in
lieu of any other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Bond and each such Bond shall bear interest from such date that
neither gain nor loss in interest shall result from such transfer,
exchange or substitution.
2.04 As to any Bond, the Issuer and the Registrar and their
respective successors, each in its discretion, may deem and treat
the person in whose name the same for the time being shall be
registered as the absolute owner thereof for all purposes and
neither the Issuer nor the Registrar nor their respective
successors shall be affected by any notice to the contrary.
Payment of or on account of the principal of any such Bond shall be
made only to or upon the order of the registered owner thereof, but
such registration may be changed as above provided. All such
payments shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid.
2.05 If (i) any mutilated Bond is surrendered to the
Registrar, or the Issuer and the Registrar receive evidence to
their satisfaction of the destruction, loss, or theft of any Bond,
and (ii) there is delivered to the Issuer and the Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Issuer or the
Registrar that such Bond- has been acquired by a bona fide
purchaser, the Issuer shall execute, and upon its request the
Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost, or stolen Bond, a new
Bond of like tenor and principal amount, bearing a number not
contemporaneously outstanding. In case any such mutilated,
destroyed, lost, or stolen Bond has become or is about to become
due and payable, the Issuer in its discretion may, instead of
issuing a new Bond, pay such Bond.
Upon the issuance of any new Bond under this subsection,
the Issuer may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto. Every new Bond issued pursuant to this subsection in lieu
of any destroyed, lost, or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the
destroyed, lost, or stolen Bond shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this
Resolution equally and proportionately with any and all other Bonds
duly issued hereunder.
The provisions of this section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with
4
respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Bonds.
2.06 (a) Notwithstanding the other provisions of this
Resolution regarding registration, ownership, transfer, payment and
exchange of the Bonds, unless the Issuer determines to permit the
exchange of book -entry only bonds for certificates in the
denominations provided in Section 1.04, the Bonds shall be issued
in denominations of the entire principal amount of a particular
maturity ("Depository Bonds"), registered in the nominee name of
The Depository Trust Company, New York, New York, its successors
and assigns, or a substitute depository as provided below (the
Depository"). So long as the Bonds are held by the Depository,
the Registrar shall comply with the provisions of the Letter of
Representations executed and delivered to the Depository. The form
of the Letter of Representations, currently on file with the
Finance Director, is hereby approved, and the Finance Director is
hereby authorized to execute and deliver the same.
b) Upon (i) a determination by the Issuer that the Depository
is no longer able to carry out its functions or is otherwise
determined unsatisfactory by the Issuer in its sole discretion, or
ii) a determination by the Depository that the Bonds are no longer
eligible for its depository services, or (iii) a determination by
the Registrar that the Depository has resigned or discontinued its
services for the Bonds, the Issuer shall either (a) designate a
substitute depository in accordance with paragraph (d) below, or
b) provide for the exchange of Depository Bonds for Bonds in the
denominations provided in Section 1.04.
c) If the Issuer determines to provide for the exchange of
Depository Bonds for Bonds in the denominations provided in Section
1.04, the Issuer shall so notify the Registrar and shall provide
the Registrar with a supply of executed unauthenticated bonds to be
so exchanged. The Registrar shall thereupon notify the owners of
the Bonds and provide for such exchange.
d) Any substitute depository shall be a "clearing
corporation" as defined in the Minnesota Uniform Commercial Code,
Minnesota Statutes, Section 336.8-102, and shall be a qualified and
registered "clearing agency" as provided in Section 17A of the
Securities Exchange Act of 1934, as amended. The substitute
depository shall provide for (i) immobilization of the Depository
Bonds, (ii) registration and transfers of beneficial ownership of
interests in the Depository Bonds by book entries made on records
of the Depository and participating entities, and (iii) payment of
principal of, premium, if any, and interest on the Depository Bonds
to the beneficial owners thereof through its participating
entities.
e) With respect to Depository Bonds, the Registrar, Transfer
Agent and Paying Agent shall have no responsibility or obligation
5
to any broker-dealers, banks and other financial institutions from
time to time for which the Depository holds Bonds as securities
depository (the "Participants"), or to any other person on behalf
of whom a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i)
the accuracy of the records of the Depository or any Participant
with respect to any ownership interest in the Bonds, (ii) the
delivery to any Participant or any other person other than a
registered owner of Bonds, as shown by the registration books kept
by the Registrar, of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any,
or interest on the Bonds.
Section 3. Execution and Delivery.
3.01 The Bonds shall be executed by the respective manual or
facsimile signatures of the Mayor and City Manager of the Issuer as
set forth in the form of Bond. The seal of the Issuer shall be
omitted from the Bonds as permitted by law. When said Bonds shall
have been duly executed and authenticated by the Registrar in
accordance with this Resolution, the same shall be delivered to the
Depository upon payment of the purchase price, and the receipt of
the Finance Director of the Issuer delivered to the Purchaser
thereof shall be a full acquittance; and the Purchaser shall not be
bound to see to the application of the purchase money. The Bonds
shall not be valid for any purpose until authenticated by the
Registrar. \
3.02 The Official Statement relating to the Bonds, on file
with the City Clerk at the time of this meeting, is hereby
approved. If such officers find the same to be accurate, the Mayor
and City Manager are authorized and directed to furnish to the
Purchaser at the closing a certificate stating that, to the best
knowledge of such officers, the Official Statement does not, at the
date of closing, and did not, at the time of sale of the Bonds,
contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading.
3.03 Unless litigation shall have been commenced and be
pending questioning the Bonds, revenues pledged for payments of the
Bonds, or the organization of the Issuer or incumbency of its
officers, at the closing, the Mayor and the City Manager of the
Issuer shall execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and a certificate
as to payment for and delivery of the Bonds, together with the
approving legal opinion of Mackall, Crounse & Moore as to the
validity and enforceability of the Bonds.
C.
Section 4. Sinking Fund and Tax Levies.
4.01 There is hereby created a special fund of the Issuer
designated "Series 1993C Refunding Bond Sinking Fund" (the "Sinking
Fund") to be held and administered by the Finance Director of the
Issuer separate and apart from all other funds of the Issuer. The
Sinking Fund shall be maintained in the manner specified until the
Bonds herein authorized and the interest thereon have been fully
paid. In the Sinking Fund there shall be maintained two separate
accounts, to be designated the "Refunding Account" and the "Debt
Service Account," respectively.
Refunding Account. The proceeds from the sale of the Bonds
other than accrued interest) and interest earnings thereon shall
be credited to the Refunding Account. Funds in the Refunding
Account shall be used to refund the Refunded Bonds on February 1,
1994. The Finance Director, as registrar for the Refunded Bonds,
is directed to provide appropriate notice of redemption, in the
form provided by the Issuer's financial advisor, to the owners of
the Refunded Bonds as provided in Resolution No. 88-760, adopted on
November 7, 1988, with respect to the Refunded Bonds. The Finance
Director of the Issuer is also directed to pay all issuance costs
of the Bonds from the Refunding Account.
Debt Service Account. There is hereby pledged and there shall
be credited to the Debt Service Account (a) collections of tax
increment revenues from the Issuer's Tax Increment District No. 3-3
within Development District No. 3, which revenues were previously
pledged to the payment of the Refunded Bonds, (b) collections of
general ad valorem taxes, if any, levied for the payment of the
Bonds, and (c) all funds remaining in the Refunding Account after
payment of the Refunded Bonds and all issuance costs of the Bonds.
The Debt Service Account herein created shall be used solely to pay
principal of, premium, if any, and interest on the Bonds and any
other general obligation bonds hereafter issued and made payable
from said Debt Service Account as provided by law, except that upon
discharge of the Bonds and any additional bonds made payable from
the Debt Service Account, the Issuer may use any remaining funds
for any lawful purpose.
It is presently estimated that the tax increment revenues
described herein will produce aggregate amounts not less than 5% in
excess of the amounts needed to meet when due such principal and
interest payments, and therefore no ad valorem taxes are presently
required to be levied. The Issuer recognizes and reaffirms its
pledge of the full faith and credit of the Issuer to the payment of
the Bonds and, in the event that said tax increment revenues do not
prove sufficient to pay principal of and interest on the Bonds, the
Issuer will promptly levy ad valorem taxes on all taxable property
in the Issuer as necessary for such payment without limitation as
to rate or amount.
7
Subsequent to February 1, 1994, upon redemption and prepayment
of the Refunded Bonds, amounts pledged to the debt service account
for the Series 1988 Bonds will not be required for such purpose,
and shall be made available for payment of principal of and
interest on the Bonds and transferred to the Debt Service Account.
Section 5. Miscellaneous.
5.01 The City Clerk is hereby authorized and directed to
certify a copy of this Resolution and to cause the same to be filed
in the office of the Hennepin County Director of Property Taxation,
together with such other information as such officer may require,
and to obtain from such officer a certificate that the Bonds have
been entered upon his bond register.
5.02 The officers of the Issuer are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys
approving the Bonds, certified copies of all proceedings and
records of the Issuer relating to the power and authority of the
Issuer to issue the Bonds within their knowledge or as shown by the
books and records in their custody and control, and such certified
copies and certificates shall be deemed representations of the
Issuer as to the facts stated therein.
Adopted this 17th day of November, 1993.
8
EXHIBIT A
Form of Bonds)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
No. R -
TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND,
SERIES 1993C
Nominal Date of
Rate Maturity original Issue CUSIP
December 1, 1993
Registered Owner:
Principal Amount:
The City of Plymouth, Minnesota (the "City"), for value
received, hereby certifies that it is indebted and hereby promises
to pay to the Registered Owner specified above or registered
assigns, the principal amount specified above on the maturity date
specified above, upon the presentation and surrender hereof, and to
pay to the registered owner hereof interest on such principal sum
at the interest rate specified above from December 1, 1993, or from
the most recent interest payment date to which interest has been
paid or duly provided for as specified below, on February 1 and
August 1 of each year, commencing August 1, 1994, until said
principal sum is paid. Principal is payable in lawful money of the
United States of America at the office of the Finance Director of
the City, as Registrar, Transfer Agent and Paying Agent, or at the
offices of such successor agent as the City may designate upon 60
days notice to the registered owners at their registered address
the "Registrar"). Interest shall be paid on each February 1 and
August 1 by check or draft of the Registrar mailed the last
business day prior to the interest payment date to the person in
whose name this Bond is registered at the close of business on the
preceding January 15 and July 15 (whether or not a business day) at
his or her address set forth on the bond register maintained by the
Registrar. Any such interest not punctually paid or provided for
will be paid to the person in whose name this Bond is registered at
the close of business on a special record date established by the
Registrar for the payment of such defaulted interest.
A-1
The Bonds of this series are not subject to redemption or
prepayment prior to their stated maturity.
This Bond is one of a series of Bonds in the aggregate
principal amount of Eight Hundred Ninety -Five Thousand Dollars
895,000) of like date and tenor except for number, interest
rate, denomination, and date of maturity, and is issued for the
purpose of providing funds to refund in advance of maturity certain
outstanding general obligation bonds of the City, and is issued
pursuant to an authorizing resolution (the "Resolution") adopted by
the City Council of the City on November 17, 1993, and pursuant to
and in full conformity with the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Chapter 475.
The Bonds of this series are issuable only as fully
registered bonds without coupons in denominations of $5,000 or any
integral multiple thereof not exceeding the principal amount
maturing in any one year. As provided in the Resolution and
subject to certain limitations therein set forth, the Bonds of this
series are exchangeable for a like aggregate principal amount of
Bonds of this series of a different authorized denomination, as
requested by the registered owner or his duly authorized attorney,
upon surrender thereof to the Registrar.
As provided in the Resolution, and subject to certain
limitations set forth therein, this Bond is transferable upon the
books of the City kept for that purpose at the principal office of
the Registrar, by the registered owner hereof in person or by such
owner's attorney duly authorized in writing, upon presentation of
a written instrument of transfer satisfactory to the Registrar,
duly executed by the registered owner or such owner's duly
authorized attorney. Upon such transfer and the payment of any
tax, fee or governmental charge required to be paid by the City or
the Registrar with respect to such transfer, there will be issued
in the name of the transferee a new Bond or Bonds of the same
aggregate principal amount as the surrendered Bond.
The Bonds are issuable originally only as immobilized
book -entry bonds ("Depository Bonds") in the denomination of the
entire principal amount of the issue maturing on a single date.
Depository Bonds are not exchangeable for fully registered Bonds of
smaller denominations except in exchange for Replacement Bonds if
then available. In the event the City determines to convert the
Depository Bonds to certificated securities ("Replacement Bonds"),
the Replacement Bonds, if made available by the City, are issuable
solely as fully registered Bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and will be
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the principal
office of the Registrar, but only in the manner and subject to the
limitations set forth in the Resolution.
A-2
It is hereby Certified and Recited that all acts,
conditions and things required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be
performed in order to make this Bond a valid and binding general
obligation of the City according to its terms, have been done, do
exist, have happened and have been performed in due form, time and
manner as so required; that the Bonds are payable from a separate
debt redemption fund of the City, and tax increment revenues of the
City and other funds which have been appropriated to such fund;
that if necessary for payment of principal of and interest on the
Bonds of this series, ad valorem taxes may be levied upon all
taxable property in the City without limitation as to rate or
amount; and that the issuance of this Bond does not cause the
indebtedness of the City to exceed any constitutional or statutory
limitation.
This Bond shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have
been manually signed by a person authorized to sign on behalf of
the Registrar.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota has
caused this Bond to be executed with the manual or facsimile
signatures of its Mayor and its City Manager, both as of the
Nominal Date of Original Issue specified above.
Dated:
CITY OF PLYMOUTH, MINNESOTA
By
ayor
By
City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within
mentioned Resolution.
By
Bond Registrar
A-3
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto _
Please Print or Typewrite Name and Address of Transferee. Include
information for all joint owners if the Bond is held by joint
account.)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to transfer
the within Bond on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
Signature Guaranteed by:
Signature(s) must be guaran-
teed by a commercial bank or
trust company or by a broker-
age firm having membership in
one of the major stock
exchanges.
Please Insert Social Security
Number or Other Identifying
Number of Assignee.
Notice: The signature(s) on this
assignment must correspond with the
name(s) appearing on the face of
this Bond in every particular,
without alteration or any change
whatever.
A-4
8155326_1
Agenda Number:
TO: Dwight D. Johnson, City Manage
FROM: Laurie Rauenhorst, City Clerk
SUBJECT: CERTIFY RESULTS OF W 3 RECOUNT
DATE: November 15, 1993, for City Council Meeting of November 17, 1993
1. ACTION REQUESTED: The Council should review and certify the results of the City
Ward 3 recount conducted on November 15, 1993. The recount resulted in identical totals
for each candidate, and no ballots were challenged by the candidates. A resolution is
attached for the Council's consideration.
CITY OF PLYMOUTH
RESOLUTION 93 -
CERTIFYING RESULTS OF CITY
WARD 3 RECOUNT, NOVEMBER 15, 1993
WHEREAS, a City General Election was held on November 2, 1993; and
WHEREAS, the following results were certified for Ward 3 candidates by the City Council on
November 4, 1993:
Nicholas P. Granath 633
David Macchia 618
Saundra Spigner 554;
WHEREAS, a recount was requested by David Maccia, and said recount was conducted on
November 15, 1993; and
WHEREAS, the City Council is required to certify the results of a recount; and
WHEREAS, the Council has reviewed the results of the recount by precinct.
NOW THEREFORE, BE IT RESOLVED that the City Council hereby certifies the following
results of the City of Plymouth General Election:
Ward 3 Councilmember
Nicholas P. Granath 633
David Macchia 618
Saundra Spigner 554.
Adopted by the City Council on November 17, 1993.