HomeMy WebLinkAboutCity Council Resolution 2015-046EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF PLYMOUTH, MINNESOTA
HELD: February 10, 2015
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Plymouth, Hennepin County, Minnesota, was duly called and held at the City Hall on
February 10, 2015, at 7:00 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $3,295,000 General Obligation Open Space Bonds, Series 2015A.
The following members were present:
Slavik, Johnson, Wosje, Beard, Prom, Carroll, Willis
and the following were absent: None
Member Willis introduced the following resolution and moved its adoption:
Bidder Interest Rate Net Interest Cost
(See attached)
The Council then proceeded to consider and discuss the proposals, after which member
Johnson introduced the following resolution and moved its adoption:
RESOLUTION NO. 2015-046
RESOLUTION ACCEPTING PROPOSAL ON THE COMPETITIVE
NEGOTIATED SALE OF $3,295,000 GENERAL OBLIGATION
OPEN SPACE BONDS, SERIES 2015A, PROVIDING FOR THEIR
ISSUANCE AND LEVYING A TAX FOR THE PAYMENT
THEREOF
A. WHEREAS, the City Council of the City of Plymouth, Minnesota (the "City"),
held an election on November 7, 2006, at which the electorate approved the issuance of General
Obligation Bonds in an amount not to exceed $9,000,000 to finance the acquisition of land for
parks, greenways and open space (the "Project"). Pursuant to such authority, the City has
previously issued its $2,715,000 General Obligation Open Space Bonds, Series 2007A, dated
November 13, 2007, and $2,990,000 General Obligation Open Space Bonds, Series 2010A,
dated August 24, 2010; and
B. WHEREAS, the City Council has heretofore determined that it is necessary and
expedient to issue $3,295,000 General Obligation Open Space Bonds, Series 2015A (the
"Bonds" or individually, a "Bond") pursuant to Minnesota Statutes, Chapter 475 to provide funds
to finance the Project; and
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C. WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Ehlers; and
D. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Clerk, or designee, at the office of Ehlers, at 10:00 A.M. on the date hereof, pursuant to
the Preliminary Official Statement for the Bonds, dated January 29, 2015; and
E. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -
entry form as hereafter provided.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Plymouth,
Minnesota, as follows:
1. Acceptance of Proposal. The proposal of Piper Jaffray & Co., Minneapolis,
Minnesota (the "Purchaser"), to purchase the Bonds, in accordance with the Preliminary Official
Statement established for the Bonds, at the rates of interest hereinafter set forth, and to pay
therefor the sum of $3,404,947.55, plus interest accrued to settlement, is hereby found,
determined and declared to be the most favorable proposal received, is hereby accepted and the
Bonds are hereby awarded to the Purchaser. The City Manager is directed to retain the deposit
of the Purchaser and to forthwith return to the unsuccessful bidders their good faith checks or
drafts.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; and Term Bond Option. The
Bonds shall be dated March 4, 2015, as the date of original issue and shall be issued forthwith on
or after such date in fully registered form. The Bonds shall be numbered from R-1 upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity (the
"Authorized Denominations "). The Bonds shall mature on February 1 in the years and amounts
as follows:
Year
Amount
Year
Amount
2016
$ 75,000
2022
$205,000
2017
175,000
2023
205,000
2018
185,000
2024
215,000
2019
190,000
2025
455,000
2020
190,000
2026
470,000
2021
200,000
2027
730,000
All dates are inclusive. As may be requested by the Purchaser, one or more term Bonds may be
issued having mandatory sinking fund redemption and final maturity amounts conforming to the
forgoing principal repayment schedule, and corresponding additions may be made to the
provisions of the applicable Bond(s).
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(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered certificate for each maturity of the Bonds; and for
purposes of complying with this requirement under paragraphs 5 and 10 Authorized
Denominations for any Bond shall be deemed to be limited during the Book Entry Only
Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Registrar (as hereinafter defined) in the name of CEDE & CO.,
as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial institution
for which the Depository holds Bonds as securities depository (the "Participant") or the
person for which a Participant holds an interest in the Bonds shown on the books and
records of the Participant (the "Beneficial Owner"). Without limiting the immediately
preceding sentence, neither the City, nor the Registrar, shall have any such responsibility
or obligation with respect to (A) the accuracy of the records of the Depository, the
Nominee or any Participant with respect to any ownership interest in the Bonds, or (B)
the delivery to any Participant, any Owner or any other person, other than the Depository,
of any notice with respect to the Bonds, including any notice of redemption, or (C) the
payment to any Participant, any Beneficial Owner or any other person, other than the
Depository, of any amount with respect to the principal of or premium, if any, or interest
on the Bonds, or (D) the consent given or other action taken by the Depository as the
Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or
consent of any Holder under this Resolution, the City may, however, rely upon an
omnibus proxy under which the Depository assigns its consenting or voting rights to
certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Registrar may treat as and deem the Depository to be the
absolute owner of the Bonds for the purpose of payment of the principal of and premium,
if any, and interest on the Bonds, for the purpose of giving notices of redemption and
other matters with respect to the Bonds, for the purpose of obtaining any consent or other
action to be taken by Holders for the purpose of registering transfers with respect to such
Bonds, and for all purpose whatsoever. The Registrar, as paying agent hereunder, shall
pay all principal of and premium, if any, and interest on the Bonds only to or upon the
Holder of the Holders of the Bonds as shown on the register, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to
the principal of and premium, if any, and interest on the Bonds to the extent of the sum or
sums so paid.
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(v) Upon delivery by the Depository to the Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Registrar
or City, as the case may be, to the Depository as provided in the Letter of Representations
to the Depository required by the Depository as a condition to its acting as book -entry
Depository for the Bonds (said Letter of Representations, together with any replacement
thereof or amendment or substitute thereto, including any standard procedures or policies
referenced therein or applicable thereto respecting the procedures and other matters
relating to the Depository's role as book -entry Depository for the Bonds, collectively
hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book -entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Registrar may establish a special
record date for such consent or other action. The City or the Registrar shall, to the extent
possible, give the Depository notice of such special record date not less than 15 calendar
days in advance of such special record date to the extent possible.
(ix) Any successor Registrar in its written acceptance of its duties under this
Resolution and any paying agency registrar agreement, shall agree to take any actions
necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Certificate of a lesser denomination as provided in
paragraph 5, make a notation of the reduction in principal amount on the panel provided
on the Bond stating the amount so redeemed.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bonds if it determines that the Depository
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is no longer able to carry out its functions as securities depository or the continuation of
the system of book -entry transfers through the Depository is not in the best interests of
the City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository can be found which, in the
opinion of the City, is willing and able to assume the functions of the Depository
hereunder upon reasonable or customary terms, or if the City determines that it is in the
best interests of the City or the Beneficial Owners of the Bonds that the Beneficial
Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be
registered as being registered in the bond register in the name of the Nominee, but may
be registered in whatever name or names the Holder of the Bonds shall designate at that
time, in accordance with paragraph 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds
will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part hereof. If and to the extent any such provisions
are inconsistent with the other provisions of this resolution, the provisions in the Letter of
Representations shall control.
3. Purpose. The Bonds shall provide funds to finance the Project. The total cost of
the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is
estimated to be at least equal to the amount of the Bonds. The City covenants that it shall do all
things and perform all acts required of it to assure that work on the Project proceeds with due
diligence to completion and that any and all permits and studies required under law for the
Project are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2015
calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year
Interest Rate
Maturity Year
Interest Rate
2016
2.00%
2022
3.00%
2017
2.00
2023
3.00
2018
2.00
2024
2.00
2019
2.00
2025
2.125
2020
2.00
2026
2.25
2021
3.00
2027
2.25
5. Optional Redemption. All Bonds maturing on February 1, 2024 and thereafter,
shall be subject to redemption and prepayment at the option of the City on February 1, 2023 and
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on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in
part of the Bonds subject to prepayment. If redemption is in part, the City shall determine the
maturities and the principal amounts within each maturity to be prepaid, and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Registrar. Bonds or portions thereof called for redemption
shall be due and payable on the redemption date, and interest thereon shall cease to accrue from
and after the redemption date. Mailed notice of redemption shall be given to the paying agent
and to each affected registered holder of the Bonds not more than sixty (60) days and not fewer
than thirty (30) days prior to the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Registrar
prior to giving notice of redemption shall assign to each Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of such Bond. The Registrar shall
then select by lot, using such method of selection as it shall deem proper in its discretion, from
the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall
equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be
the Bonds to which were assigned numbers so selected; provided, however, that only so much of
the principal amount of each such Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be
redeemed only in part, it shall be surrendered to the Registrar (with, if the City or the Registrar
so requires, a written instrument of transfer in form satisfactory to the City and the Registrar duly
executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the City
shall execute and the Registrar shall authenticate and deliver to the Holder of the Bond, without
service charge, a new Bond or Bonds of the same series having the same stated maturity and
interest rate and of any Authorized Denomination or Denominations, as requested by the Holder,
in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
6. Registrar. The City hereby appoints its Administrative Services Director,
Plymouth, Minnesota, to act as bond registrar and transfer agent with respect to the Bonds (the
"Registrar"), and shall do so unless and until a successor Registrar is duly appointed, all pursuant
to any contract the City and Registrar shall execute which is consistent herewith. The Registrar
shall also serve as paying agent unless and until a successor paying agent is duly appointed.
Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of
the Bonds in the manner set forth in the form of Bond and paragraph 13.
7. Form of Bond. The Bonds, together with the Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
R- $
GENERAL OBLIGATION OPEN SPACE BONDS, SERIES 2015A
Interest Rate Maturity Date Date of Original Issue CUSIP
February 1 March 4, 2015
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF PLYMOUTH, COUNTY OF HENNEPIN, MINNESOTA (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the registered owner
specified above, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1, 2015 at the rate per annum specified above (calculated
on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has
been provided for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue
hereof. The principal of and premium, if any, on this Bond are payable upon presentation and
surrender hereof at the principal office of the City Administrative Services Director, Plymouth,
Minnesota (the "Registrar"), acting as paying agent, or any successor paying agent duly
appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by
check or draft mailed to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by the Registrar and at the
address appearing thereon at the close of business on the fifteenth day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America. So long as this Bond is registered in the name of the Depository or its Nominee as
provided in the Resolution hereinafter described, and as those terms are defined therein, payment
of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be
made as provided in the Letter of Representations, as defined in the Resolution, and surrender of
this Bond shall not be required for payment of the redemption price upon a partial redemption of
this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds
may only be registered in the name of the Depository or its Nominee.
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Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1,
2024 and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2023 and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
Issuer shall determine the maturities and the principal amounts within each maturity to be
prepaid; and if only part of the Bonds having a common maturity date are called for prepayment,
the specific Bonds to be prepaid shall be chosen by lot by the Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption
shall be given to the paying agent and to each affected registered holder of the Bonds not more
than sixty (60) days and not fewer than thirty (30) days prior to the date fixed for redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Registrar and all Bondholders, at the addresses
shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on
the specified redemption date, provided funds for their redemption have been duly deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Registrar shall assign to each Bond having a
common maturity date, a distinctive number for each $5,000 of the principal amount of such
Bond. The Registrar shall then select by lot, using such method of selection as it shall deem
proper in its discretion from the numbers assigned to the Bonds, as many numbers as, at $5,000
for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to
be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Registrar (with, if the Issuer or
the Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and
the Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in
writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the
Holder of the Bond, without service charge, a new Bond or Bonds having the same stated
maturity and interest rate and of any Authorized Denomination or Denominations, as requested
by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $3,295,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity
with the Charter of the Issuer, Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council on February 10, 2015 (the "Resolution"), for the purpose
of providing money to finance the acquisition of land for parks, greenways and open space, all as
approved by the voters at the November 7, 2006 election. This Bond is payable out of the
General Obligation Open Space Bonds, Series 2015A Fund of the Issuer. This Bond constitutes
a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its
principal, premium, if any, and interest when the same become due, the full faith and credit and
taxing powers of the Issuer have been and are hereby irrevocably pledged.
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Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are 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 provided in
the Resolution. Reference is hereby made to the Resolution for a description of the rights and
duties of the Registrar. Copies of the Resolution are on file in the principal office of the
Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Registrar upon presentation and surrender
hereof to the Registrar, all subject to the terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement with the Registrar. Thereupon
the Issuer shall execute and the Registrar shall authenticate and deliver, in exchange for this
Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations,
in aggregate principal amount equal to the principal amount of this Bond, of the same maturity
and bearing interest at the same rate.
Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with the transfer or exchange
of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Registrar may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except as otherwise provided herein with respect to the Record Date) and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Registrar shall
be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Registrar.
Qualified Tax -Exempt Obligations. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes 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 Charter of the Issuer, Constitution and laws of the State of Minnesota to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and the date of its issuance and delivery to the original purchaser, does not
exceed any charter, constitutional or statutory limitation of indebtedness.
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 the
City Manager, the seal of the Issuer having been intentionally omitted as permitted by law.
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Date of Registration:
REGISTRAR'S CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
mentioned within.
ADMINISTRATIVE SERVICES
DIRECTOR
Plymouth, Minnesota
Registrar
in
Authorized Signature
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Registrable by: ADMINISTRATIVE
SERVICES
DIRECTOR
Payable at: ADMINISTRATIVE
SERVICES
DIRECTOR
CITY OF PLYMOUTH, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
City Manager
ABBREVIATIONS
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 applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the
within Bond and does hereby irrevocably constitute and appoint attorney to transfer
the Bond on the books kept for the registration thereof, 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 any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad -15(a)(2).
The Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED SIGNATURE
DATE AMOUNT OF HOLDER
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8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and City Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Registrar. Certificates of Authentication on different Bonds
need not be signed by the same person. The Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate of Authentication on the Bond
and by inserting as the date of registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the
Registrar shall insert as a date of registration the date of original issue, which date is March 4,
2015. The Certificate of Authentication so executed on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Registrar a bond 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 entitled to be registered or transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Registrar, the City
shall execute (if necessary), and the Registrar shall authenticate, insert the date of registration (as
provided in paragraph 9 with respect to authentication) of, and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of any Authorized Denomination or
Denominations of a like aggregate principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no Bond may be registered in blank
or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Registrar. Whenever any
Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Registrar
shall authenticate, insert the date of registration of, and deliver the Bonds which the holder
making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly
executed by the holder thereof or the Holder's attorney duly authorized in writing.
The Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Registrar, including regulations which permit the Registrar to close its
transfer books between record dates and payment dates.
11. Rights Upon Transfer or Exchange. Each Bond delivered 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.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not
so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder thereof at the close of
business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
by the Registrar to the Holders not less than ten days prior to the Special Record Date.
13. Treatment of Registered Owner. The City and Registrar may treat the person in
whose name any Bond is registered as the owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and interest on (subject to the payment provisions
in paragraph 12 with respect to interest payment and record date), such Bond and for all other
purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the
Registrar shall be affected by notice to the contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the City Manager to the Purchaser upon receipt of the purchase price, and
the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Open Space Bonds, Series 2015A Fund" (the "Fund") to be administered
and maintained by the City Manager as a bookkeeping account separate and apart from all other
funds maintained in the official financial records of the City. The Fund shall be maintained in
the manner herein specified until the Bonds have been fully paid. There shall be maintained in
the Fund the following separate accounts:
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(a) Acquisition Account. To the Acquisition Account there shall be credited the
proceeds of the sale of the Bonds and any amount paid for the Bonds in excess of the minimum
bid. From the Acquisition Account there shall be paid all costs and expenses of the Project,
including the cost of any construction contracts heretofore let and all other costs incurred and to
be incurred of the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the
Acquisition Account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest
on the Bonds due prior to the anticipated date of commencement of the collection of taxes herein
levied or covenanted to be levied.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (i) any collections of all taxes herein or
hereafter levied for the payment of the Bonds and interest thereon; (ii) all funds remaining in the
Acquisition Account after completion of the Project and payment of the costs thereof, (iii) all
investment earnings on funds held in the Debt Service Account; and (iv) any and all other
moneys which are properly available and are appropriated by the governing body of the City to
the Debt Service Account. The Debt Service Account shall be used solely to pay the principal
and interest and any premiums for redemption of the Bonds.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher
yielding investments or to replace funds which were used directly or indirectly to acquire higher
yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Acquisition
Account or Debt Service Account (or any other City account which will be used to pay principal
or interest to become due on the bonds payable therefrom) in excess of amounts which under
then applicable federal arbitrage regulations may be invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any applicable "temporary periods" or
"minor portion" made available under the federal arbitrage regulations. Money in the Fund shall
not be invested in obligations or deposits issued by, guaranteed by or insured by the United
States or any agency or instrumentality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Year of Tax Levy
2014-2025
Year of Tax Collection
2015-2026
Amount
See attached levy schedule
The tax levies are such that if collected in full they will produce at least five percent in
excess of the amount needed to meet when due the principal and interest payments on the Bonds.
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The tax levies shall be irreparable so long as any of the Bonds are outstanding and unpaid,
provided that the City reserves the right and power to reduce the levies in the manner and to the
extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
17. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
18. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Registrar on
or before that date a sum sufficient for the payment thereof in full; 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 full with interest accrued 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 a sum sufficient for the payment thereof in full, provided that
notice of redemption thereof has been duly given. 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 a suitable
banking institution qualified by law as an escrow agent for this purpose, cash or securities
described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such
times and at such rates and maturing on such dates as shall be required, without regard to sale
and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of
redemption as herein required has been duly provided for, to such earlier redemption date.
19. Compliance with Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or
will have made a written declaration of the City's official intent (a "Declaration") which
effectively (i) states the City's reasonable expectation to reimburse itself for the payment
of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the property, project or program to which
the Declaration relates and for which the Reimbursement Expenditure is paid, or
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identifies a specific fund or account of the City and the general functional purpose thereof
from which the Reimbursement Expenditure was to be paid (collectively the "Project");
and (iii) states the maximum principal amount of debt expected to be issued by the City
for the purpose of financing the Project; provided, however, that no such Declaration
shall necessarily have been made with respect to: (i) "preliminary expenditures" for the
Project, defined in the Reimbursement Regulations to include engineering or
architectural, surveying and soil testing expenses and similar prefatory costs, which in the
aggregate do not exceed 20% of the "issue price" of the Bonds, and (ii) a de minimus
amount of Reimbursement Expenditures not in excess of the lessor of $100,000 or 5% of
the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of
issuance of the Bonds or any of the other types of expenditures described in Section
1.150-2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith
following (but not prior to) the issuance of the Bonds and in all events within the period
ending on the date which is the later of three years after payment of the Reimbursement
Expenditure or one year after the date on which the Project to which the Reimbursement
Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that
evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure
and, if made within 30 days after the Bonds are issued, shall be treated as made on the
day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of Bond Counsel for the Bonds stating in
effect that such action will not impair the tax-exempt status of the Bonds.
20. Certificate of Registration. A certified copy of this resolution is hereby directed
to be filed with the Director of Property Tax and Public Records of Hennepin County, together
with such other information as the Director shall require, and there shall be obtained from the
Director a certificate that the Bonds have been entered in the Bond Register and that the tax levy
required by law has been made.
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
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(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and City Manager, or any other officer of the City authorized to act in their
place (the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
21. Certificate of Registration. A certified copy of this resolution is hereby directed
to filed with the Director of Property Tax and Public Records of Hennepin County, Minnesota,
together with such other information as the Director shall require, and there shall be obtained
from the Director a certificate that the Bonds have been entered in the Bond Register and that the
tax levy required by law has been made.
22. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit it to be
used, or to enter into any deferred payment arrangements for the cost of the Project, in such a
manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code.
24. Tax -Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(a) requirements relating to temporary periods for investments; (b) limitations on amounts
invested at a yield greater than the yield on the Bonds; and (c) the rebate of excess investment
earnings to the United States, if the Bonds (together with other obligations reasonably expected
to be issued and outstanding at one time in this calendar year) exceed the small -issuer exception
amount of $5,000,000.
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For purposes of qualifying for the exception to the federal arbitrage rebate requirements
for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and
declares that:
(a) the Bonds are issued by a governmental unit with general taxing powers;
(b) no Bond is a private activity bond;
(c) ninety-five percent or more of the net proceeds of the Bonds are to be used
for local governmental activities of the City (or of a governmental unit the jurisdiction of
which is entirely within the jurisdiction of the City); and
(d) the aggregate face amount of all tax-exempt bonds (other than private
activity bonds) issued by the City (and all subordinate entities thereof, and all entities
treated as one issuer with the City) during the calendar year in which the Bonds are
issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all
within the meaning of Section 148(f)(4)(D) of the Code.
25. Designation of Qualified Tax -Exempt Obligations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2015 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2015 have been designated for purposes of Section 265(b)(3) of the Code.
The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
26. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Ehlers is hereby approved and the officers of the City are authorized in connection
with the delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
27. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to Klein Bank, Chaska,
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Minnesota on the closing date for further distribution as directed by the City's financial advisor,
Ehlers.
28. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by member
Johnson and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof:
Slavik, Johnson, Wosje, Beard, Prom, Carroll, Willis
and the following voted against the same:
None
whereupon the resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Plymouth, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing
extract of minutes with the original thereof on file in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council, duly called and held on
the date therein indicated, insofar as the minutes relate to considering proposals and awarding the
sale of $3,295,000 General Obligation Open Space Bonds, Series 2015A.
WITNESS my hand on February , 2015.
City Clerk
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