HomeMy WebLinkAboutCity Council Resolution 2003-551CERTIFICATION AS TO RESOLUTION AND ADOPTING VOTE
Issuer: City of Plymouth, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on November 25, 2003, at 7:00
o'clock p.m., at the City offices.
Members present: Mayor Johnson, Councilmembers Neset, Hewitt, Slavik, Stein, and Black.
Members absent: Councilmember Bildsoe.
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2003-551
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $2,895,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2003C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this 25th day of November, 2003.
City Clerk
It was reported that seven (7) sealed bids for the purchase of the Bonds were received
prior to 11:00 a.m. on November 25, 2003, pursuant to the Official Statement distributed to
potential purchasers of the Bonds by Springsted Incorporated, financial advisor to the City. The
bids have been publicly opened, read and tabulated and were found to be as follows:
(See Attached)
Councilmember Slavik introduced the following resolution and moved its adoption, which
motion was seconded by Councilmember Stein:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $2,895,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2003C
BE IT RESOLVED by the City Council (the "Council") of the City of Plymouth,
Minnesota (the City), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The Council hereby determines that it is in the best interest
of the City to issue its $2,895,000 principal amount of General Obligation Improvement Bonds,
Series 2003C (the Bonds), pursuant to Minnesota Statutes, Chapters 429 and 475. Proceeds of
the Bonds will be used to finance four street reconstruction projects within the City (the
Projects).
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement
prepared on behalf of the City by Springsted Incorporated, sealed or electronic proposals for the
purchase of the Bonds were received at or before the time specified for receipt of proposals. The
bids have been opened and publicly read and considered, and the purchase price, interest rates
and net interest cost under the terms of each bid have been determined. The most favorable
proposal received is that of Banc One Capital Markets, of Chicago, Illinois (the "Purchaser"), to
purchase the Bonds at a price of $2,896,510.85 plus interest accrued on all Bonds to the date of
delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the
Mayor of the Council and the Finance Director are hereby authorized and directed to execute a
contract on the part of the City with the Purchaser for the sale of the Bonds. The good faith
deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been
delivered, and shall be deducted from the purchase price paid at settlement.
1.04. Issuance of Bonds. All acts, conditions and things required by the
Constitution and laws of the State of Minnesota and City Charter to be done, to exist, to happen
and to be performed prior to the issuance of the Bonds have been done, do exist, have happened,
and have been performed, wherefore it is now 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.
1.05. Maturities. This Council finds and determines that the maturities of the
Bonds, as set forth in Section 3.01 hereof, are warranted by the anticipated collection of the
assessments and ad valorem taxes to be levied for the cost of the Improvements.
1.06. Combination of Improvements. Pursuant to Minnesota Statutes,
Section 435.56, the Improvements are hereby combined for purposes of financing.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
No. R -
Rate
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2003C
Maturity
February 1, 2010
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
Date of
Original Issue CUSIP
December 1, 2003
DOLLARS
THE CITY OF PLYMOUTH, Hennepin County, Minnesota (the "City"),
acknowledges itself to be indebted and, for value received, hereby promises to pay to the
registered owner above named, the principal amount indicated above, on the maturity date
specified above, with interest thereon from the date of original issue specified above at the
annual rate specified above computed on the basis of a 360 -day year consisting of twelve 30 -day
months, payable on August 1 and February 1 in each year, commencing August 1, 2004, to the
person in whose name this Bond is registered at the close of business on the 15th day (whether or
not a business day) of the immediately preceding month, [all subject to the provisions referred to
herein with respect to the redemption of the principal of this Bond before maturity]. The interest
hereon and, upon presentation and surrender hereof at the office of the Finance Director, in
Plymouth, Minnesota, as Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or
its successor designated under the Resolution described herein, the principal hereof, are payable
in lawful money of the United States of America by check or draft of the City or the Bond
Registrar if a successor to the Finance Director as Bond Registrar has been designated under the
Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of $2,895,000 (the
"Bonds"), all of like date and tenor except as to serial number, interest rate, redemption privilege
and maturity date, issued pursuant to a resolution adopted by the City Council on November 25,
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2003 (the "Resolution") to pay the cost of construction of local improvements in the City (the
"Improvements"), and is issued pursuant to and in full conformity with the provisions of the
Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Chapters 429 and 475. This Bond is payable primarily from the 2003 Improvement
Bond Fund (the "Fund") of the City, but the City is required by law to pay maturing principal
hereof and interest thereon out of any funds in the treasury if moneys on hand in the Fund are
insufficient therefor. The Bonds are issuable only as fully registered bonds, in denominations of
$5,000 or any integral multiple thereof, of single maturities.
This Bond will not be subject to optional redemption and prepayment prior to its
stated maturity date.
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 Bond Registrar,
by the registered owner hereof in person or by his attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his 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.
The City and the Bond 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 Bond
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
and City Charter to be done, to exist, to happen and to be performed precedent to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City
according to its terms have been done, do exist, have happened and have been performed as so
required; that prior to the issuance hereof the City has levied or agreed to levy special
assessments on property specially benefited by the Improvements and ad valorem taxes on all
taxable property within the City, collectible in the years and amounts required to produce sums
not less than 5% in excess of the principal of and interest on the Bonds as such principal and
interest respectively become due, and has appropriated the same to the Fund in the manner
specified in Minnesota Statutes, Section 429.091, Subdivision 4; that, to take care of any
accumulated or anticipated deficiency in the Fund, additional ad valorem taxes are required by
law to be levied upon all taxable property in the City without limitation as to rate or amount; and
that the issuance of this Bond does not cause the indebtedness of the City to exceed any charter,
constitutional or statutory limitation.
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 Bond Registrar by manual signature of the Bond Registrar, or in the
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event the Finance Director is no longer acting as Bond Registrar, by one of the authorized
representatives of the Bond Registrar.
IN WITNESS WHEREOF, the City of Plymouth, Hennepin County, State of
Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the
Mayor and the Finance Director and has caused this Bond to be dated as of the date set forth
below.
Finance Director
n
CITY OF PLYMOUTH
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
3
Finance Director,
as Bond Registrar
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
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants
with right of survivorship
and not as tenants in
common
UNIF TRANS MIN ACT..............Custodian............
(Cust) (Minor)
under Uniform Transfers to Minors
Act...................................................
(State)
Additional abbreviations may also be used.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto , the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
Signature(s) must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the
Bond Registrar, which requirements
include membership or participation
in the Securities Transfer Association
Medalion Program (STAMP) or such
other "signature guaranty program"
as may be determined by the Bond
Registrar in addition to or in
substitution for STAMP, all in
accordance with the Securities
Exchange Act of 1934, as amended.
NOTICE: The signature(s) to
this assignment must correspond with the
name as it appears upon the face of
the within Bond in every particular,
without alteration, enlargement
or any change whatsoever.
[End of Bond Form.]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City shall
forthwith issue and deliver the Bonds, which shall be denominated "General Obligation
Improvement Bonds, Series 2003C" and shall be payable primarily from the 2003 Improvement
Bond Fund created in Section 4.02 hereof. The Bonds shall bear a date of original issue of
December 1, 2003, shall be issuable in the denomination of $5,000 each or any integral multiple
thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds
maturing in such years and amounts shall bear interest from date of original issue until paid or
duly called for redemption at the rates per annum shown opposite such years and amounts as
follows:
52
Year
Amount
Rate
Year
Amount
Rate
2005
$320,000
2.25%
2008
$515,000
2.25%
2006
505,000
2.25
2009
520,000
2.50
2007
505,000
2.25
2010
530,000
2.75
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar described herein. Each Bond shall be dated by the Registrar as of the date of its
authentication.
3.02. Dates; Interest Payment Dates. Interest on the Bonds shall be payable on
August 1 and February 1 in each year, commencing August 1, 2004, to the owner of record
thereof as of the close of business on the fifteenth day of the immediately preceding month,
whether or not such day is a business day. Interest on the Bonds will be computed on the basis
of a 360 -day year consisting of twelve 30 -day months and will be rounded pursuant to the rules
of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar,
transfer agent and paying agent (the Registrar). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be as follows:
(a) Re i ster. The Registrar shall keep at its principal corporate trust office a 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.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner 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. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled 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 legally authorized.
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The Registrar shall incur no liability for its 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 such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such 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 lost, stolen or destroyed, 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 such
Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon filing with the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, 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 cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed 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.
3.04. Appointment of Initial Re iso tray. The City hereby appoints the Finance
Director, as the initial Registrar. In the event that the City determines to discontinue the book
entry -only system for the Bonds as described in paragraph (c) of Section 3.07, or DTC, as
defined in Section 3.07, determines to discontinue providing its services with respect to the
Bonds and a new securities depository is not appointed for the Bonds, the City will designate a
suitable bank or trust company to act as successor Registrar if the Finance Director is then acting
as Registrar. The City reserves the right to remove any Registrar upon thirty (30) days' notice
and upon the appointment 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.
3.05. Redemption. The Bonds are not subject to optional redemption and
prepayment prior to their stated maturity date.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction
of the Finance Director and shall be executed on behalf of the City by the signatures of the
Mayor and the Finance Director. In case any officer whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of any Bond, such signature shall nevertheless
be valid and sufficient for all purposes, the same as if such officer had remained in office until
delivery. 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 such Bond has been duly executed by the manual signature of the Registrar, or
in the event the Finance Director is no longer acting as Registrar, 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 each Bond shall be conclusive
evidence that it has been authenticated and delivered under this resolution. When the Bonds
have been so executed and authenticated, they shall be delivered by the Finance Director to the
purchaser thereof upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the purchaser shall not be obligated to see to the application
of the purchase price.
3.07. 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.
"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 from the City to
DTC.
(b) The Bonds shall be initially issued as separately authenticated fully 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
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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 the Representation Letter, 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 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 (d) 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 (d) 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 (d) hereof.
(d) 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.
Section 4. Security Provisions.
4.01. 2003 Improvement Construction Fund. There is hereby created a special
bookkeeping fund to be designated as the "2003 Improvement Construction Fund" (hereinafter
referred to as the Construction Fund), to be held and administered by the Finance Director
separate and apart from all other funds of the City. The City appropriates to the Construction
Fund (a) the proceeds of the sale of the Bonds other than amounts to be deposited in the Bond
Fund, and (b) all collections of special assessments levied for the Improvements until completion
and payment of all costs of the Improvements. The Construction Fund shall be used solely to
defray expenses of the Improvements, including but not limited to the transfer to the Bond Fund,
created in Section 4.02 hereof, of amounts sufficient for the payment of interest and principal, if
any, due upon the Bonds prior to the completion and payment of all costs of the Improvements
and the payment of the expenses incurred by the City in connection with the issuance of the
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Bonds set forth in Section 8 hereof. Upon completion and payment of all costs of the
Improvements, any balance of the proceeds of Bonds remaining in the Construction Fund may be
used to pay the cost, in whole or in part, of any other improvements instituted pursuant to the
Act, as directed by the City Council, but any balance of such proceeds not so used shall be
credited and paid to the Bond Fund.
4.02. 2003 Improvement Bond Fund. So long as any of the Bonds are
outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a
separate and special bookkeeping fund designated "2003 Improvement Bond Fund" (hereinafter
referred to as the Bond Fund) to be used for no purpose other than the payment of the principal
of and interest on the Bonds and on such other improvement bonds of the City as have been or
may be directed to be paid therefrom. The City irrevocably appropriates to the Bond Fund (a)
the proceeds of the Bonds in excess of $2,871,840, (b) the collections of special assessments and
other funds to be credited and paid thereto in accordance with the provisions of Section 4.01, (c)
any taxes levied in accordance with this resolution, (d) all income derived from the investment of
amounts on hand in the Bond Fund, and (e) all such other moneys as shall be received and
appropriated to the Bond Fund from time to time. If the 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 Bond Fund when the balance therein is sufficient, and the Council
covenants and agrees that it will each year levy a sufficient amount to take care of any
accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory
tax limitation.
There are hereby established two accounts in the Bond Fund, designated as the
"Debt Service Account" and the "Surplus Account." All money appropriated or to be deposited
in the Bond Fund shall be deposited as received into the Debt Service Account. On each
February 1, the Finance Director shall determine the amount on hand in the Debt Service
Account. If such amount is in excess of one -twelfth of the debt service payable from the Bond
Fund in the immediately preceding 12 months, the Finance Director shall promptly transfer the
amount in excess to the Surplus Account. The City appropriates to the Surplus Account any
amounts to be transferred thereto from the Debt Service Account as herein provided and all
income derived from the investment of amounts on hand in the Surplus Account. If at any time
the amount on hand in the Debt Service Account is insufficient to meet the requirements of the
Bond Fund, the Finance Director shall transfer to the Debt Service Account amounts on hand in
the Surplus Account to the extent necessary to cure such deficiency.
4.03. Levy of Special Assessments. The City hereby covenants and agrees that
for payment of the cost of each of the Improvements it will do and perform all acts and things
necessary for the full and valid levy of special assessments against all assessable lots, tracts and
parcels of land benefited thereby and located within the area proposed to be assessed therefor,
based upon the benefits received by each such lot, tract or parcel, in an aggregate principal
amount not less than twenty percent (20%) of the cost of such Improvement. In the event that
any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of
land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by
the City or this Council or any of the City's officers or employees, either in the making of such
assessment or in the performance of any condition precedent thereto, the City and this Council
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hereby covenant and agree that they will forthwith do all such further acts and take all such
further proceedings as may be required by law to make such assessments a valid and binding lien
upon such property. The Council presently estimates that the special assessments shall be in the
principal amount of $708,400 payable in not more than 5 installments, the first installment to be
collectible with taxes during the year following the levy of such assessment, and that deferred
installments shall bear interest at the rate of four percent (4.00%) per annum from the date of the
resolution levying said assessment until December 31 of the year in which the installment is
payable.
4.04. Ad Valorem Taxes. 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 not less than 5% in excess of the amounts needed to meet when due
the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all
taxable property in the City, the taxes to be levied and collected in the following years and
amounts:
Levy Years Collection Years Amount
(See attached levy calculation)
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid; provided,
that the City reserves the right and power to reduce the levies from other legally available funds,
in accordance with the provisions of Minnesota Statutes, Section 475.61.
4.05. Full Faith and Credit Pledged. The full faith and credit of the City are
irrevocably pledged for the prompt and full payment of the principal of and the interest on the
Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions
and covenants contained in this resolution. It is estimated that the taxes and special assessments
levied and to be levied for the payment of the Improvements will be collected in amounts not
less than five percent (5%) in excess of the annual principal and interest requirements of the
Bonds. If the money on hand in the Bond Fund should at any time be insufficient for the
payment of principal and interest then due, this City shall pay the principal and interest out of
any fund of the City, and such other fund or funds shall be reimbursed therefor when sufficient
money is available to the Bond Fund. If on October 1 in any year the sum of the balance in the
Bond Fund plus the amount of taxes and special assessments theretofore levied for the
Improvements and collectible through the end of the following calendar year is not sufficient to
pay when due all principal and interest become due on all Bonds payable therefrom in said
following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in
this Section 4.05, a direct, irrepealable, ad valorem tax shall be levied on all taxable property
within the corporate limits of the City for the purpose of restoring such accumulated or
anticipated deficiency in accordance with the provisions of this resolution.
Section 5. 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 paying agent on or before that date a sum sufficient
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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 paying agent a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit. 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 bank
qualified by law as an escrow agent for this purpose, cash or securities which are general
obligations of the United States or securities of United States agencies which are authorized by
law to be so deposited, bearing interest payable at such time and at such rates and maturing on
such dates as shall be required, without reinvestment, to pay all principal and interest to become
due thereon to maturity.
Section 6. Registration, Certification of Proceedings, Investment of Moneys,
Arbitrage and Official Statement.
6.01. Registration. The Finance Director is hereby authorized and directed to file
a certified copy of this resolution with the County Auditor of Hennepin County, together with
such other information as he shall require, and to obtain from the County Auditor a certificate
that the Bonds have been entered on his bond register and that the tax required for the payment
thereof has been levied and filed as required by law.
6.02. Certification of Proceedings. The officers of the City and the County
Auditor of Hennepin County 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 of the City, 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 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.
6.03. Covenant. The City covenants and agrees with the holders 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 subject to taxation
under the Internal Revenue Code of 1986, as amended (the Code), and Regulations promulgated
thereunder (the Regulations), as such are enacted or promulgated and in effect on the date of
issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become subject to taxation under such Code and Regulations. The
Improvements and any other improvements financed pursuant to Section 4.01 will be owned and
maintained by the City and available for use by members of the general public on a substantially
equal basis. The City shall not enter into any lease, use or other agreement with any non-
governmental person relating to the use of such improvements or security for the payment of the
Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan
bonds" within the meaning of Section 141 of the Code.
6.04. 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
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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 fund") arise during or after the
expenditure of the original proceeds thereof.
6.05. Arbitrage Certification. The Mayor and Finance Director, 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)(2) of the
Regulations, stating the facts and estimates 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 said Code and
Regulations.
6.06. No Designation as Qualified Tax-exempt Obligations. The Bonds are not
designated as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code.
Section 7. 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. The City has
complied in all material respects with any undertaking previously entered into by it under the
Rule. If the City fails to comply with any provisions of this section, any person aggrieved
thereby, including the 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 (b) is treated as the owner of the Bond for federal income tax purposes.
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(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, 2003, 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,
containing balance sheets as of the end of such fiscal year and a statement of
operations, changes in fund balances and cash flows for the fiscal year then
ended, showing in comparative form such figures for the preceding fiscal year of
the City, prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified 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:
City Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections.
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 submitted
to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the
document incorporated by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. 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 a Material Fact (as defined 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
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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, notice of the occurrence of any of the following events
which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(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 or events affecting the tax-exempt status of the
security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach 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, a Material Fact is also 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.
(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.
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(c) Manner of Disclosure. The City agrees to make available the information
described in subsection (b) to the following entities by telecopy, overnight delivery, mail
or other means, as appropriate:
(1) the information described in paragraph (1) of subsection (b), to each then
nationally recognized municipal securities information repository under the Rule and to
any state information depository then designated or operated by the State of Minnesota as
contemplated by the Rule (the State Depository), if any;
(2) the information described in paragraphs (2) and (3) of subsection (b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection (b), to any rating agency then
maintaining a rating of the Bonds at the request of the City and, at the expense of such
Bondowner, to any Bondowner who requests in writing such information, at the time of
transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if
such information is transmitted with a subsequent time of release, at the time such
information is to be released.
(d) Term; Amendments; Interpretation.
(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.
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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 8. Certification of Proceedings.
8.01. Registration and Levy of Taxes. The Finance Director is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Hennepin County,
together with such other information as he shall require, and to obtain from the County Auditor a
certificate that the Bonds have been entered on his bond register and that the tax required for the
payment thereof has been levied and filed as required by law.
8.02. 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 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 may be required to show the facts relating to the legality and marketability of
the Bonds as they 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 to the facts recited herein.
8.03. Official Statement. The Official Statement, dated November 11, 2003, and the
supplement thereto, relating to the Bonds prepared and distributed by Springsted Incorporated,
the financial consultant for the City, is hereby approved. Springsted Incorporated, is hereby
authorized on behalf of the City to prepare and distribute to the Purchaser, within seven business
days from the date hereof, a supplement to the 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 Securities and Exchange Commission 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.
PASSED by the City Council of the City of Plymouth, Minnesota, this 25th day of
November, 2003.
COUNTY AUDITOR'S CERTIFICATE
AS TO BOND REGISTRATION
AND TAX LEVY
I, the undersigned, being the duly qualified and acting County Auditor of
Hennepin County, Minnesota, hereby certify that there has been filed in my office a certified
copy of Resolution No. 03- adopted November 25, 2003, by the City Council of the City of
Plymouth, Minnesota, setting forth the form and details of an issue of $2,895,000 General
Obligation Improvement Bonds, Series 2003C, dated as of December 1, 2003, and levying taxes
for the payment thereof.
I further certify that the bond issue has been entered on my bond register and the
tax required by law for payment of the Bonds has been levied and filed, as required by
Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand this day of , 2003.
Hennepin County Auditor
$2,895,000
City of Plymouth, Minnesota
General Obligation Improvement Bonds
Series 2003C Post Sale
Post -Sale Tax Levies
Date Principal Coupon Interest Total P+I 105% Overlevy Assessment Levy Amount Levy Year
Income
02/01/2005 320,000.00 2.250% 80,602.08 400,602.08 420,632.19 - 420,632.19 2003'
02/01/2006 505,000.00 2.250% 61,887.50 566,887.50 595,231.88 177,010.00 418,221.88 2004
02/01/2007 505,000.00 2.250% 50,525.00 555,525.00 583,301.25 164,265.28 419,035.97 2005
02/01/2008 515,000.00 2.250% 39,162.50 554,162.50 581,870.63 158,600.96 423,269.67 2006
02/01/2009 520,000.00 2.500% 27,575.00 547,575.00 574,953.75 152,936.64 422,017.11 2007
02/01/2010 530,000.00 2.750% 14,575.00 544,575.00 571,803.75 147,272.32 424,531.43 2008
Total $2,895,000.00 - $274,327.08 $3,169,327.08 $3,327,793.44 $800,085.20 $2,527,708.24
Levied in anticipation.
Series 2003C I It Sale / SINGLEPURPOSE / 1112512003 / 11,21M
SPRINGSTP.D
Adviwrz so die hbS� Seaar
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