HomeMy WebLinkAboutCity Council Resolution 2012-091CITY OF PLYMOUTH
RESOLUTION NO. 2012-091
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Municipality: The City of Plymouth, Minnesota
Governing Body: City Council
Meeting: A meeting of the City Council of the City of Plymouth was held on the 13th
day of March, 2012, at 7:00 p.m. at Plymouth City Center, 3400 Plymouth
Boulevard, Plymouth, Minnesota.
Members present: Mayor Slavik, Council Members Johnson, Wosje, Stein, Black, Bildsoe,
and Willis.
Members absent: None.
Documents: Resolution No. 2012-091 - Authorizing Issuance, Awarding Sale,
Prescribing the Form and Details and Providing for the Payment of
$10,655,000 General Obligation Refunding Bonds, Series 2012A
Certification:
I, Sandra Engdahl, City Clerk of the City of Plymouth, Minnesota, do hereby certify the following:
Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the
City of Plymouth, Minnesota, which resolution was adopted by the Plymouth City Council, at the meeting
referred to above. Said meeting was a regular meeting of the Plymouth City Council, was open to the
public, and was held at the time at which meetings of the City Council are regularly held. Member
Bildsoe moved the adoption of the attached resolution. The motion for adoption of the attached resolution
was seconded by Member Willis. A vote being taken on the motion, the following voted in favor of the
resolution:
All members voted in favor.
Whereupon said resolution was declared duly passed and adopted by at least two-thirds of the
members of the City Council. The attached resolution is in full force and effect and no action has been
taken by the City Council of the City of Plymouth, Minnesota which would in any way alter or amend the
attached resolution.
Witness my hand officially as the City Clerk of the City of Plymouth, Minnesota this 13th day of
March, 2012.
By
Its City Clerk
It was reported that six proposals for the purchase of $10,655,000 General Obligation
Refunding Bonds, Series 2012A were received prior to 11:00 o'clock a.m., Central Time,
pursuant to the Official Statement distributed to potential purchasers of the Bonds by Ehlers &
Associates, Inc., financial consultants to the City. The proposals have been publicly opened,
read and tabulated and were found to be as follows:
See Attached
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $10,655,000
GENERAL OBLIGATION REFUNDING BONDS, SERIES
2012A
BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"),
as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.1. Authorization. Pursuant to a resolution adopted by the City on February 14, 2012,
the City has determined it to be in its best interests to issue and sell its $10,655,000 aggregate
principal amount of General Obligation Refunding Bonds, Series 2012A (the "Bonds") for the
purpose of (i) refiunding in advance of maturity and prepaying on February 1, 2015 (the "Series
2004A Redemption Date") the 2016 through 2025 maturities, aggregating $4,575,000 in
principal amount, of the City's General Obligation Capital Improvement Plan Bonds, Series
2004A, dated, as originally issued, as of September 1, 2004 (the "Refiunded Series 2004A
Bonds") and (ii) refiunding in advance of maturity and prepaying on February 1, 2014 (the
"Series 2004B Redemption Date," together with the Series 2004A Redemption Date, the
"Redemption Dates") the 2015 through 2019 maturities, aggregating $4,975,000 in principal
amount, of the City's General Obligation Water Revenue Bonds, Series 2004B, dated, as
originally issued, as of December 1, 2004 (the "Refunded Series 2004B Bonds"; together with
the Refiunded Series 2004A Bonds, the "Refiunded Bonds"). The portion of the Bonds allocable
to the refiunding of the Refunded Series 2004A Bonds shall be designated herein as the "Series
2004A Refunding Bonds," and the portion of the Bonds allocable to the refiunding of the
Refiunded Series 2004B Bonds shall be designated herein as the "Series 2004B Refunding
Bonds." Each Redemption Dates is the earliest date upon which the respective series of
Refiunded Bonds may be redeemed without payment of premium.
1.02. Sale. Pursuant to the Official Statement prepared on behalf of the City by Ehlers
and Associates, Inc., sealed proposals for the purchase of the Bonds were received at or before
the time specified for receipt of proposals. The proposals have been opened, publicly read and
considered and the purchase price, interest rates and net interest cost under the terms of each
proposal have been determined. The most favorable proposal received is that of
(the
"Purchaser"), to purchase the Bonds in the principal amount of $10,655,000 at a price of
$ , on the fi rther terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Clerk are hereby authorized and directed to execute a contract on behalf of the City for
the sale of the Bonds. The good faith deposit of the Purchaser shall be retained by the City until
the Bonds have been delivered and shall be deducted from the purchase price paid at settlement.
1.04. Savings. It is hereby determined that:
(i) by the issuance of the Bonds, the City will realize a substantial interest rate reduction,
a gross savings of approximately $ and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of 1986, as
amended (the "Code"), as the discount factor) of approximately $ ; and
(ii) as of the respective Redemption Date, the sum of (i) the present value of the debt
service on the Bonds, computed to their stated maturity dates, after deducting any premium,
using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding payable
from a source other than the proceeds of the Bonds or investment earnings thereon, is lower by
% than the present value of the debt service on the Refunded Bonds, exclusive of any
premium, computed to their stated maturity dates, using the yield of the Bonds as the discount
rate.
SECTION 2. BOND TERMS, REGISTRATION, EXECUTION AND DELIVERY.
2.1. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota and City Charter to be done prior to the issuance
of the Bonds having been done, existing and having happened, it is necessary for this Council to
establish the form and terms of the Bonds, to provide for the security thereof, and to issue the
Bonds forthwith.
2.2. Maturities, Interest Rates, Denominations and Payment. The Bonds shall be
originally dated as of April 5, 2012, shall be in the denomination of $5,000 each, or any integral
multiple thereof, of single maturities, shall mature on February I in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for redemption at the
annual rates set forth opposite such years and amounts, as follows:
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds are allocated to the separate purposes thereof as follows:
eerie, 2004A S,eriee 2004B
eerie, 2004A S,eriee 2004B
Refunding
Principal Interest
Refunding
Principal Interest
Year
Amount Rate
Year
Amount Rate
2013
$ 285,000
2020
$475,000
2014
265,000
2021
490,000
2015
1,095,000
2022
500,000
2016
1,470,000
2023
515,000
2017
1,480,000
2024
525,000
2018
1,490,000
2025
545,000
2019
1,520,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds are allocated to the separate purposes thereof as follows:
eerie, 2004A S,eriee 2004B
eerie, 2004A S,eriee 2004B
Refunding
Refunding
Refunding
Year Bonds
Bonds
Year Bonds
2013 $135,000
$ 150,000
2020 $475,000
2014 115,000
150,000
2021 490,000
2
Refunding
Bonds
2015
85,000
1,010,000
2022
500,000 --
2016
455,000
1,015,000
2023
515,000 --
2017
455,000
1,025,000
2024
525,000 --
2018
460,000
1,030,000
2025
545,000 --
2019
470,000
1,050,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. Interest shall be computed on the basis
of a 360 -day year composed of twelve 30 -day months. The interest on and, upon surrender of
each Bond, the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein, provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.8 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.3. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.7 and upon any subsequent transfer or exchange pursuant to Section 2.6, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1,
2013, each such date being referred to herein as an Interest Payment Date, to the persons in
whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the
Registrar's close of business on the fifteenth day of the calendar month next preceding such
Interest Payment Date, whether or not such day is a business day.
2.4. Redemption. Bonds maturing in 2023 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar
(or, if applicable, by the bond depository in accordance with its customary procedures) in
multiples of $5,000, on February 1, 2022, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS -
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on February 1, 20 and 20 (the "Term Bonds") shall be subject
to mandatory redemption prior to maturity pursuant to the sinking fiend requirements of this
Section 2.4 at a redemption price equal to the stated principal amount thereof plus interest
accrued thereon to the redemption date, without premium. The Registrar shall select for
redemption, by lot or other manner deemed fair, on February 1 in each of the following years the
following stated principal amounts of such Bonds:
Term Bonds Maturing February 1, 20
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on February 11 20
The remaining $
maturity on February 1, 20
Term Bonds Maturing February 1, 20
Year
Principal Amount
stated principal amount of such Bonds shall be paid at
The City Manager shall cause notice of the call for redemption thereof to be published as
required by law, and at least thirty days prior to the designated redemption date, shall cause
notice of call for redemption to be mailed, by first class mail, to the registered holders of any
Bonds to be redeemed at their addresses as they appear on the bond register described in Section
2.6 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the
validity of proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
2.5. Appointment of Initial Re isg tray. The City hereby appoints the City Finance
Director as the initial bond registrar, transfer agent and paying agent (the "Registrar"). The
Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract
with the Registrar. The City reserves the right to remove the Registrar, effective upon not less
than thirty days' written notice and upon the appointment and acceptance of a successor
Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its
possession to the successor Registrar and shall deliver the Bond Register to the successor
Registrar.
2.6. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal corporate trust office a bond
register (the "Bond Register") in which the Registrar shall provide for the registration of
ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to
be registered, transferred or exchanged. The term Holder or Bondholder as used herein
shall mean the person (whether a natural person, corporation, association, partnership,
trust, governmental unit, or other legal entity) in whose name a Bond is registered in the
Bond Register.
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(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly
authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of a like
aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of
the month preceding each interest payment date and until such interest payment date.
(c) Exchange of Bonds. At the option of the Holder of any Bond in a
denomination greater than $5,000, such Bond may be exchanged for other Bonds of
authorized denominations, of the same maturity and a like aggregate principal amount,
upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any
Bond is so surrendered for exchange the City shall execute and the Registrar shall
authenticate and deliver the Bonds which the Bondholder making the exchange is entitled
to receive.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of, the principal of and interest on the Bond and for all other
purposes, and all payments made to any registered owner or upon the owner's order shall
be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of
the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith, and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
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stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it shall not be necessary to issue a new
Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.7. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the signatures of the
Mayor and the City Manager, provided that the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had remained in office until the date of delivery of such Bond.
Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled
to any security or benefit under this Resolution unless and until a certificate of authentication on
the Bond, substantially in the form provided in Section 2.9, has been executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of
authentication on any Bond shall be conclusive evidence that it has been duly authenticated and
delivered under this Resolution. When the Bonds have been prepared, executed and
authenticated, the City Manager shall deliver them to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
2.8. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person
in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on
the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
6
"Participant" shall mean any broker-dealer, bank or other financial institution for
which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which
the sender agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fidly registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond
register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions
thereof to be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all other
purposes whatsoever, and neither the Registrar nor the City shall be affected by any notice to the
contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the bond register as being a
registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC
or any Participant, with respect to the payment by DTC or any Participant of any amount with
respect to the principal of or interest on the Bonds, with respect to any notice which is permitted
or required to be given to owners of Bonds under this resolution, with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with
respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements,
and all such payments shall be valid and effective to fidly satisfy and discharge the City's
obligations with respect to the principal of and interest on the Bonds to the extent of the sum or
sums so paid. No person other than DTC shall receive an authenticated Bond for each separate
stated maturity evidencing the obligation of the City to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new
nominee in accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify
DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through
DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in
accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the City and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such event the
Bonds will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not
previously filed with DTC, by the Mayor or City Manager is hereby authorized and directed.
7
(e) In the event that any transfer or exchange of Bonds is permitted under
paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to
the permitted transferee in accordance with the provisions of this resolution. In the event Bonds
in the form of certificates are issued to owners other than Cede & Co., its successor as nominee
for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,
the provisions of this resolution shall also apply to all matters relating thereto, including, without
limitation, the printing of such Bonds in the form of bond certificates and the method of payment
of principal of and interest on such Bonds in the form of bond certificates.
2.9. Form of Bonds. The Bonds shall be prepared in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION REFUNDING BOND, SERIES 2012A
No. R- $
Interest Rate Maturity Date Date of Original Issue CUSIP NO.
% February 1, 20 April 5, 2012
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF PLYMOUTH, MINNESOTA (the "City"), acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner named above, or
registered assigns, the principal amount specified above on the maturity date specified above and
promises to pay interest thereon from the date of original issue specified above or from the most
recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly
provided for, at the annual interest rate specified above, payable on February 1 and August 1 of
each year, commencing February 1, 2013 (each such date, an "Interest Payment Date"), all
subject to the redemption of this Bond prior to maturity. The interest so payable on any Interest
Payment Date shall be paid to the person in whose name this Bond is registered at the close of
business on the fifteenth day (whether or not a business day) of the calendar month next
preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360 -
day year composed of twelve 30 -day months. The interest hereon and, upon presentation and
surrender hereof at the principal office of the Registrar described below, the principal hereof are
payable in lawfi l money of the United States of America by check or draft drawn on the City
Finance Director, as bond registrar, transfer agent and paying agent, or its successor designated
under the Resolution described herein (the "Registrar"), or other agreed-upon means of payment
by the Registrar or its designated successor. For the prompt and fill payment of such principal
and interest as the same respectively become due, the full faith and credit and taxing powers of
the City have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $10,655,000 (the
"Bonds") issued pursuant to a resolution adopted by the City Council on March 13, 2012 (the
"Resolution") to refinance certain outstanding obligations of the City, and is issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Section 444.075 and Chapter 475. The Bonds are
issuable only in fully registered form, in denominations of $5,000 or any integral multiple
thereof, of single maturities.
Bonds having stated maturity dates in 2023 and later years are each subject to redemption
and prepayment at the option of the City, in whole or in part, and if in part in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar
(or, if applicable, by the bond depository in accordance with its customary procedures), in
multiples of $5,000, on February 1, 2022, and on any date thereafter, at a price equal to 100% of
the principal amount thereof plus interest accrued to the date of redemption. The City will cause
notice of the call for redemption to be published if and as required by law and, at least thirty (30)
days prior to the date specified for redemption, will cause notice of the call thereof to be mailed,
by first class mail (or, if applicable, provided in accordance with the operational arrangements of
the bond depository) to the registered owner of any Bond to be redeemed at the owner's address
as it appears on the register maintained by the Registrar, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified, and from and after such date
(unless the City shall default in the payment of the redemption price) such Bonds or portions of
Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds
will be delivered to the registered owner without charge, representing the remaining principal
amount outstanding.
[Bonds maturing on February 1, 20 and 20 (the "Term Bonds") shall be subject
to mandatory redemption prior to maturity at a redemption price equal to the stated principal
amount thereof plus interest accrued thereon to the redemption date, without premium. The
Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each
of the following years the following stated principal amounts of such Bonds:
Term Bonds Maturing February 1, 20
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on February 11 20
Term Bonds Maturing February 1, 20
Year Principal Amount
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The remaining $ stated principal amount of such Bonds shall be paid at
maturity on February 11 20
Notice of redemption shall be given as provided in the preceding paragraph.]
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the City.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED 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 prior to and in the issuance of this Bond in order to make
it a valid and binding general obligation of the City in accordance with its terms, have been done,
do exist, have happened and have been performed as so required; that the City has established its
General Obligation Refunding Bonds, Series 2012A Bond Fund and has covenanted and agreed
to impose and collect charges for the use of the City's municipal water treatment system, all of
which will be collectible for the years and in amounts sufficient, with ad valorem taxes
heretofore or hereafter levied, to produce sums not less than five percent in excess of the
principal of and interest on the Bonds when due, and has appropriated such ad valorem taxes and
net revenues of the City's municipal water treatment system to the Bond Fund for the payment of
principal and interest; that if necessary for payment of principal and interest, additional ad
valorem taxes are required to be levied upon all taxable property in the City, without limitation
as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of
the City outstanding on the date hereof and on the date of its actual issuance and delivery, does
10
not cause the indebtedness of the City to exceed any constitutional or statutory limitation of
indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Plymouth, Minnesota, by its City Council, has
caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City
Manager and has caused this Bond to be dated as of the date set forth below.
CITY OF PLYMOUTH, MINNESOTA
(facsimile signature City Manager) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Dated:
CITY FINANCE DIRECTOR,
as Bond Registrar
:3
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to the applicable laws or regulations:
TEN COM - as tenants in common UTMA ................... as Custodian for ...................
(Cost) (Minor)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act ..............
(State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
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For value received, the undersigned hereby sells, assigns and transfers unto
Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
the within
attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment
must correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Registrar, which
requirements include membership or
participation in STAMP or such other
"signature guaranty program" as may be
determined by the Registrar in addition to or
in substitution for STAMP, all in accordance
with the Securities Exchange Act of 1934, as
amended.
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[End of the Bond form]
SECTION 3. USE OF PROCEEDS AND SECURITY
3.1. Bond Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager
shall apply the proceeds of the Bonds as follows: (a) the amount of $ shall be
deposited in the Escrow Account established with U.S. Bank National Association, as escrow
agent (the "Escrow Agent") under an Escrow Agreement described hereinafter, the fiinds so
deposited, together with fiinds of the City in such amount as may be required, to be invested in
securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 13,
maturing on such dates and bearing interest at such rates as are required to provide fiinds
sufficient, with cash retained in the escrow account, (i) to pay all interest to become due on the
Refiinded Series 2004A Bonds to and including the Series 2004A Redemption Date; (ii) to pay
all interest to become due on the Refiinded Series 2004B Bonds to and including the Series
2004B Redemption Date; (iii) to pay and redeem the outstanding principal of the Refunded
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Series 2004A Bonds on the Series 2004A Redemption Date; (iv) to pay and redeem the
outstanding principal of the Refunded Series 2004B Bonds on the Series 2004B Redemption
Date; (b) the amount of $ shall be used to pay issuance expenses of the Bonds; and (c)
the amount of $ shall be deposited in the Bond Fund created pursuant to Section 4
hereof. The Mayor and City Manager are hereby authorized to enter into an Escrow Agreement,
a form of which has been presented to this Council, with the Escrow Agent establishing the
terms and conditions for the escrow account in accordance with Minnesota Statutes, Section
475.67.
3.2. General Obligation Refunding Bonds, Series 2012A Bond Fund. So long as any of
the Bonds are outstanding and any principal of or interest thereon unpaid, the City Manager shall
maintain a separate debt service fund on the official books and records of the City to be known
as the General Obligation Refunding Bonds, Series 2012A Bond Fund (the "Bond Fund"), and
the principal of and interest on the Bonds shall be payable from the Bond Fund. The City
irrevocably appropriates to the Bond Fund (a) the amounts specified in Section 3.1; (b) all net
revenues of the City's municipal water treatment system (the "System") levied and collected in
accordance with Section 3.5 hereof, (c) ad valorem taxes levied and collected in accordance with
the provisions of Section 3.3 hereof, and (d) all other moneys as shall be appropriated by the City
Council to the Bond Fund from time to time.
There are hereby established two accounts in the Bond Fund, designated as the "Debt
Service Account" and the "Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the amount set forth in (a) above. Thereafter,
during each Bond Year (i.e., each twelve month period commencing on February 2 and ending
on the following February 1), as monies are received into the Bond Fund, the City Manager shall
first deposit such monies into the Debt Service Account until an amount has been appropriated
thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond
Year. All subsequent monies received in the Bond Fund during the Bond Year shall be
appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service
Account is insufficient for the payment of principal and interest then due, the City Manager shall
transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent
necessary to cure such deficiency. Investment earnings (and losses) on amounts from time to
time held in the Debt Service Account and Surplus Account shall be credited or charged to said
accounts.
If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest
and principal then due on all Bonds payable therefrom, the payment shall be made from any fund
of the City which is available for that purpose, subject to reimbursement from the Surplus
Account in the Bond Fund when the balance therein is sufficient, and the City Council covenants
and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory
limitation.
3.3. Pledge of Taxing Powers. For the prompt and full payment of the principal of and
interest on the Bonds as such payments respectively become due, the full faith, credit and
unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to
produce aggregate amounts which will produce amounts not less than 5% in excess of the
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amounts needed to meet when due the principal and interest payments on the Refunding Series
2004A Bonds, ad valorem taxes are hereby levied on all taxable property in the City. The taxes
will be levied and collected in the following years and amounts:
Levy Years
Collection Years Amount
See attached Levy Computation
3.4. Sufficiency of System Revenues. It is hereby found, determined and declared that
the City owns and operates the System as a revenue-producing utility and convenience and that
the net operating revenues of the System, after deducting from the gross receipts derived from
charges for the service, use and availability of the System the normal, current and reasonable
expenses of operation and maintenance thereof, will be sufficient, together with any other fiinds
actually appropriated by the City, for the payment when due of the principal of and interest on
the Refiinding Series 2004B Bonds herein authorized, and on any other bonds to which such
revenues are pledged.
3.5. Rate Covenant. Pursuant to Minnesota Statutes, Section 444.075, the City hereby
agrees with the registered owners from time to time of the Bonds, that until the Series 2004B
Refiinding Bonds and the interest thereon are paid in full, or are discharged as provided in
Section 4, the City will impose and collect reasonable charges for the service, use and
availability of the System, according to schedules which will produce net revenues sufficient,
together with ad valorem taxes heretofore or hereafter duly levied on all taxable property in the
City which have been pledged and appropriated for this purpose, and any other fiinds
appropriated by the City, to pay all principal and interest when due on the Refiinding Series
2004B Bonds and any other bonds or other obligations of the City to which said net revenues
have been or may be pledged; and said net revenues, to the extent necessary, are hereby
irrevocably pledged and appropriated to the payment of the principal of and interest on the
Refiinding Series 2004B Bonds and shall be credited to the Bond Fund as required. Nothing
herein shall preclude the City from hereafter making fiirther pledges and appropriations of the
net revenues of the System for payment of additional bonds or other obligations of the City
hereafter authorized if the Council determines before the authorization of such additional
obligations that the estimated net revenues of the System will be sufficient, with any other
sources pledged to the payment of the Refiinding Series 2004B Bonds, for payment of the
Refiinding Series 2004B Bonds, any other outstanding obligations and such additional
obligations. Such fiirther pledges and appropriations of said net revenues may be made superior
or subordinate to, or on a parity with, the pledge and appropriation of net revenues herein made.
SECTION 4. DEFEASANCE. When all of the Bonds have been discharged as provided in this
Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in fiill, or if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in fiill with
interest accrued from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they
are prepayable according to their terms by depositing with the Registrar on or before that date an
14
amount equal to the principal, interest and redemption premium, if any, which are then due,
provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such purpose,
bearing interest payable at such times and at such rates and maturing or callable at the holder's
option on such dates as shall be required to pay all principal and interest to become due thereon
to maturity or, if notice of redemption as herein required has been irrevocably provided for, to an
earlier designated redemption date, provided, however, that if such deposit is made more than
ninety days before the maturity date or specified redemption date of the Bonds to be discharged,
the City shall have received a written opinion of Bond Counsel to the effect that such deposit
does not adversely affect the exemption of interest on any Bonds from federal income taxation
and a written report of an accountant or investment banking firm verifying that the deposit is
sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and
before their maturity dates or earlier designated redemption date.
SECTION 5. CERTIFICATION OF PROCEEDINGS.
5.1. Registration of Bonds. The City Manager is hereby authorized and directed to file a
certified copy of this resolution with the County Auditor of Hennepin County and obtain a
certificate that the Bonds and the taxes levied pursuant hereto have been duly entered upon the
Auditor's bond register..
5.2. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and
such other affidavits, certificates and information as may be required to show the facts relating to
the legality and marketability of the Bonds, as the same appear from the books and records in
their custody and control or as otherwise known to them, and all such certified copies, affidavits
and certificates, including any heretofore fi rnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
5.3. Official Statement. The Preliminary Official Statement relating to the Bonds, dated
March —, 2012, prepared and distributed by Ehlers & Associates, Inc., is hereby approved.
Ehlers & Associates, Inc. is hereby authorized on behalf of the City to prepare and deliver within
seven business days from the date hereof a final Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such other information
relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted
by the SEC under the Securities Exchange Act of 1934. The officers of the City are hereby
authorized and directed to execute such certificates as may be appropriate concerning the
accuracy, completeness and sufficiency of the Official Statement.
5.4. Authorization of Payment of Certain Costs of Issuance of the Bonds. The City
authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of
issuance expenses to Klein Bank on the closing date for fi rther distribution as directed by the
City's financial advisor, Ehlers & Associates, Inc.
15
SECTION 6. TAX COVENANTS, ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
6.1. General Tax Covenant. The City covenants and agrees with the registered owners
from time to time of the Bonds that it will not take or permit to be taken by any of its officers,
employees or agents, any action which would cause the interest on the Bonds to become
includable in gross income of the recipient under the Code and applicable Treasury Regulations
(the "Regulations"), and covenants to take any and all affirmative actions within its powers to
ensure that the interest on the Bonds will not become includable in the gross income of the
recipient under the Code and the Regulations. The City has not and will not enter into any lease,
management contract, operating agreement, use agreement or other contract relating to the use or
operation of the facilities refinanced by the Bonds, or any portion thereof, or security for the
payment of the Bonds which would cause the Bonds to be considered "private activity bonds" or
"private loan bonds" pursuant to Section 141 of the Code.
6.2. Arbitrage Certification. The Mayor and City Manager, being the officers of the City
charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized
and directed to execute and deliver to the Purchaser a certificate in accordance with the
provisions of Section 148 of the Code and Section 1.148-2(b) of the Regulations stating the facts,
estimates and circumstances in existence on the date of issue and delivery of the Bonds which
make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that
would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
6.3. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds
(other than amounts constituting a "bona fide debt service fiind") arise during or after the
expenditure of the original proceeds thereof.
6.4. Not Qualified Tax -Exempt Obligations. The Bonds are not designated as "qualified
tax-exempt obligations" for purposes of Section 265(b)(3) of the Code.
6.5. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Bonds and the security therefor and to permit
the Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect
and interpreted from time to time, the "Rule"), which will enhance the marketability of the
Bonds, the City hereby makes the following covenants and agreements for the benefit of the
Owners (as hereinafter defined) from time to time of the outstanding Bonds. The City is the only
obligated person in respect of the Bonds within the meaning of the Rule for purposes of
identifying the entities in respect of which continuing disclosure must be made. If the City fails
to comply with any provisions of this section, any person aggrieved thereby, including the
16
Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear
necessary or appropriate to enforce performance and observance of any agreement or covenant
contained in this section, including an action for a writ of mandamus or specific performance.
Direct, indirect, consequential and punitive damages shall not be recoverable for any default
hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained
herein, in no event shall a default under this section constitute a default under the Bonds or under
any other provision of this resolution. As used in this section, Owner or Bondowner means, in
respect of a Bond, the registered owner or owners thereof appearing in the bond register
maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such
Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and
substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in
respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, such Bond (including persons or entities
holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the
owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2011, the following financial information and
operating data in respect of the City (the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with generally accepted accounting principles in accordance with
the governmental accounting standards promulgated by the Governmental
Accounting Standards Board or as otherwise provided under Minnesota law, as
in effect from time to time, or, if and to the extent such financial statements
have not been prepared in accordance with such generally accepted accounting
principles for reasons beyond the reasonable control of the City, noting the
discrepancies therefrom and the effect thereof, and certified as to accuracy and
completeness in all material respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings:
Current Property Valuations; Direct Debt; Tax Levies and Collections;
Population Trend and Employment/Unemployment.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
17
Securities Rulemaking Board (the "MSRB"). The City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be described in paragraph (2) hereof, then, from and after such
determination, the Disclosure Information shall include such additional specified data regarding
the replacement operations. If the Disclosure Information is changed or this section is amended
as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next
Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the
reasons for the amendment and the effect of any change in the type of financial information or
operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the City;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event as to which a substantial likelihood exists that a reasonably prudent investor would attach
In
importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would
significantly alter the total information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, an event is also "material" if it is an event that would be
deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time, the information described in subsection
(b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term, Amendments, Interpretation.
19
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the
Rule.
SECTION 7. REDEMPTION OF REFUNDED BONDS. The City Manager is hereby
directed to advise the City Finance Director, as paying agent for the Refunded Series 2004A
Bonds and the Refunded Series 2004B Bonds, to call such bonds for redemption and prepayment
on the Series 2004A Redemption Date and the Series 2004B Redemption Date, respectively, and
to give thirty days mailed Notice of Redemption, all in accordance with the provisions of the
resolutions authorizing the issuance of such bonds.
20
SCUEDULEI
PROJECTED LEVIES
Date Levi
CERTIFICATE OF HENNEPIN COUNTY AUDITOR
AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Hennepin County, Minnesota,
hereby certifies that there has been filed in my office a certified copy of a resolution duly adopted on March 13,
2012, by the City Council of the City of Plymouth, Minnesota, setting forth the form and details of an issue of
$10,655,000 General Obligation Refunding Bonds, Series 2012A, dated as of April 5, 2012 and levying taxes
for the payment thereof.
I fiirther certify that the issue has been entered on my note register and the tax required by law for their
payment has been levied and filed as required by Minnesota Statutes, Sections 475.61 through 475.63.
WITNESS my hand officially this day of , 2012.
County Auditor