99-103 - 10-19 - Issuance, Award Sale, Prescribing Form and Details and Providing Payment of $11,150,000 Taxable General Obligation Tax Increment Bonds Series 1999DResolution 99-103
Member
October 19, 1999
introduced the following resolution and moved its
adoption, which motion was seconded by Member
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $11,150,000 TAXABLE GENERAL OBLIGATION TAX
INCREMENT BONDS, SERIES 1999D
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the
City), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. This Council, by Resolution No. , adopted October 5,
1999, authorized the issuance and sale on the date hereof of $11,150,000 Taxable General
Obligation Tax Increment Bonds, Series 1999D (the Bonds), of the City to provide financing for
land acquisition and related improvements (the Improvements) in connection with the Duke -
Weeks Limited Partnership office building project located within the City's Golden Hills Tax
Increment Financing District (the District).
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on
behalf of the City by Springsted Incorporated, sealed proposals for the purchase of the Bonds
were received at or before the time specified for receipt of proposals. The proposals have been
opened, publicly read and considered and the purchase price, interest rates and net interest cost
under the terms of each proposal have been determined. The most favorable proposal received is
that of , in
and associates (the Purchaser), to
purchase the Bonds at a price of $ plus accrued interest on all Bonds to
the day 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
and City Manager are hereby authorized and directed to execute a contract on behalf of the City
for the sale of the Bonds in accordance with the Terms of Proposal. 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. Supplemental Resolution for Term Bonds. Should the Purchaser determine that
any Bonds be issued in the form of term bonds, this Council shall, by a separate and
supplemental resolution, set forth further terms and provisions as necessary to provide for the
issuance of the term bonds. Should the Purchaser determine that the Bonds be issued only in the
form of serial bonds, no further resolution of the Council shall be required.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of November 1, 1999, shall be in the denomination of $5,000 each, or any
integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from date of issue until paid or duly called for
redemption at the annual rates set forth opposite such years and amounts, as follows:
Year
Amount Rate
Year
Amount Rate
2002
200,000
2007
1,200,000
2003
915,000
2008
1,280,000
2004
980,000
2009
1,370,000
2005
1,040,000
2010
1,470,000
2006
1,120,000
2011
1,575,000
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond at the principal office of the Registrar described herein, the principal
amount thereof, shall be payable by check or draft issued by the Registrar described herein.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07, and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on each February 1 and August 1, commencing August 1, 2000, to
the owners 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.
2.04. Redemption. Bonds maturing in 2009 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar
(or, if applicable, by the bond depository in accordance with its customary procedures) in
multiples of $5,000, on February 1, 2008, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The Clerk shall cause
notice of the call for redemption thereof to be published as required by law and, at least thirty
days prior to the designated redemption date, shall cause notice of call for redemption to be
mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in
or failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified and from and
after such date (unless the City shall default in the payment of the redemption price) such Bonds
or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the owner without charge, representing the remaining
principal amount outstanding.
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank Trust
National Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and
paying agent (the Registrar). The Mayor and City Manager are authorized to execute and
deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, such corporation shall be authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar upon
thirty 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.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal corporate trust office a bond
register 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 Bonds are 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 in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of, the principal of and interest on the Bond and for all other
purposes; and all payments made to any registered owner or upon the owner's order shall
be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it shall not be necessary to issue a new
Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the Clerk and shall be executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that the signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
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 the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on
each Bond shall be conclusive evidence that it has been authenticated and delivered under this
resolution. When the Bonds have been prepared, executed and authenticated, the Finance
Director shall deliver them to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to
the application of the purchase price.
2.08. 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 pursuant to which
the sender agrees to comply with DTC's Operational Arrangements.
(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 respect to
the principal of or interest on the Bonds, with respect to any notice which is permitted or
required to be given to owners of Bonds under this resolution, with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with
respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements,
and all such payments shall be valid and effective to 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 (e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial Owners
that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and
the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of
Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance
with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not previously
filed with DTC, by the Mayor or City Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b)
or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY HENNEPIN
CITY OF GOLDEN VALLEY
TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1999D
Interest Rate Maturity Date Date of Original Issue CUSIP
November 1, 1999
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA (the City),
acknowledges itself to be indebted and hereby promises to pay to the registered owner named
above, or registered assigns, the principal sum specified above on the maturity date specified
above, with interest thereon from the date hereof at the annual rate specified above, payable on
February 1 and August 1 in each year, commencing August 1, 2000, to the person in whose name
this Bond is registered at the close of business on the fifteenth day (whether or not a business
day) of the immediately preceding month, all subject to the provisions referred to herein with
respect to the redemption of the principal of this Bond before maturity. Interest hereon shall be
computed on the basis of a 360 -day year composed of twelve 30 -day months. Interest hereon
and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of
the United States of America by check or draft by U.S. Bank Trust National Association, in St.
Paul, Minnesota, as bond registrar, transfer agent and paying agent (the Registrar), or its
designated successor under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $11,150,000
issued pursuant to a resolution adopted by the City Council on October 19, 1999 (the
Resolution), to provide funds to finance certain public improvements within the Golden
Hills Tax Increment Financing District located within the City (the District), and is issued
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, Chapters 469 and 475.
The Bonds are issuable only in fully registered form, in denominations of $5,000 or any
integral multiple thereof, of single maturities.
Bonds maturing in 2009 and later years are each subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond
depository in accordance with its customary procedures) in multiples of $5,000 on February 1,
2008, and on any date thereafter, at a price equal to the principal amount thereof plus interest
accrued to the date of redemption. The City will cause notice of the call for redemption to be
published as required by law and, at least thirty days prior to the designated redemption date, will
cause notice of the call thereof to be mailed by first class mail to the registered owner of any
Bond to be redeemed at the owner's address as it appears on the bond register maintained by the
Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the
validity of proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified, and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the City.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required; that the City has
established its Taxable General Obligation Tax Increment Bonds, Series 1999D Bond Fund and
has appropriated thereto ad valorem tax increments to be received by the City from the Golden
Hills Tax Increment Financing District, which tax increments are estimated to be receivable in
years and amounts not less than five percent in excess of the amounts required to pay the
principal of and interest on the Bonds when due; that, if necessary for payment of such principal
and interest, ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount; that the issuance of this Bond, together with all other
indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness and that the opinion printed hereon is a full, true and correct copy of
the legal opinion given by Bond Counsel with reference to the Bonds, dated as of the date of
original delivery of the Bonds.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of
the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
(facsimile signature City Manager)
Dated
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Bond Registrar
By
Representative
[Insert legal opinion]
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
(Minor)
TEN ENT -- as tenants by the entireties
UTMA ................... as Custodian for ............
(Cust)
under Uniform Transfers to Minors Act.
(State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with u 1 power of substitution in the premises.
Dated:
The assignors signature tot is assignment
must correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must beguaranteed by an "eligible guarantor institution" meeting the requirements
of the Registrar, which requirements include membership or participation in STAMP or such
other "signature guaranty program" as may be determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.
Please insert social security or other identifying number of assignee:
SECTION 3. SECURITY PROVISIONS.
3.01. Taxable General Obligation Tax Increment Bonds, Series 1999D Construction
Fund. There is hereby established on the official books and records of the City a Taxable
General Obligation Tax Increment Bonds, Series 1999D Construction Fund (the Construction
Fund). To the Construction Fund there shall be credited from the proceeds of the Bonds the sum
of $11,038,500 and from the Construction Fund there shall be paid all costs and expenses of the
Improvements. After payment of all costs of the Improvements, the Construction Fund shall be
discontinued and any Bond proceeds and other funds remaining therein shall be transferred to the
Taxable General Obligation Tax Increment Bonds, Series 1999D Bond Fund.
3.02. Taxable General Obligation Tax Increment Bonds, Series 1999D 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 debt service fund on the official books and records of
the City to be known as the Taxable General Obligation Tax Increment Bonds, Series 1999D
Bond Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from
the Bond Fund. The City irrevocably appropriates to the Bond Fund (a) all amounts in excess of
$11,038,500 received from the Purchaser; (b) any excess proceeds of the Bonds transferred to the
Bond Fund pursuant to Section 3.01 above; (c) the ad valorem tax increments described in
Section 3.03 hereof; (d) any ad valorem taxes collected in accordance with the provisions of
Section 3.03 hereof; and (e) such other funds as may be appropriated from time to time by the
City to the Bond Fund to pay principal of and interest on the Bonds. The moneys on hand in the
Bond Fund from time to time shall be used solely to pay the principal of and interest on the
Bonds.
3.03. Pledge of Tax Increments and Taxing Powers. The Bonds shall be paid primarily
from ad valorem tax increments to be received by the City from the Housing and Redevelopment
Authority in and for the City of Golden Valley, Minnesota (the Authority), pursuant to a Tax
Increment Pledge Agreement (the Agreement) to be executed by and between the City and the
Authority, pursuant to which Agreement the Authority shall agree to pay to the City sufficient
tax increments derived from the Golden Hills Tax Increment Financing District to pay principal
of and interest on the Bonds when due.
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. It is hereby estimated that the amounts received by
the City pursuant to the Agreement will be not less than 5% in excess of the amounts needed to
meet when due the principal and interest payments on the Bonds, and therefore no ad valorem
taxes are required to be levied at this time. Nevertheless, 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 City
Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes
to take care of any accumulated or anticipated deficiency, which levy is not subject to any
constitutional or statutory limitation.
SECTION 4. DEFEASANCE. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this Resolution to the registered
owners of the Bonds shall cease. The City may discharge its obligations with respect to any
Bonds which are due on any date by depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in 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 from the due date to the date of such deposit. The City may
also discharge its obligations with respect to any prepayable Bonds called for redemption on any
date when they are prepayable according to their terms, by depositing with the Registrar on or
before that date an amount equal to the principal, interest and redemption premium, if any, which
are then due, provided that notice of such redemption has been duly given as provided herein.
The City may also at any time discharge its obligations with respect to any Bonds, subject to the
provisions of law now or hereafter authorizing and regulating such action, by depositing
irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or
securities which are authorized by law to be so deposited, bearing interest payable at such time
and at such rates and maturing or callable at the holder's option on such dates as shall be required
to pay all principal, interest and redemption premiums to become due thereon to maturity or
earlier designated redemption date.
SECTION 5. CERTIFICATION OF PROCEEDINGS.
5.01. Registration of Bonds. The Clerk is hereby authorized and directed to file a
certified copy of this resolution with the County Auditor of Hennepin County and obtain a
certificate that the Bonds have been duly entered upon the Auditor's bond register.
5.02. 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 relating to the Bonds and
such other affidavits, certificates and information as may be required to show the facts relating to
the legality and marketability of the Bonds, as the same appear from the books and records in
their custody and control or as otherwise known to them, and all such certified copies, affidavits
and certificates, including any heretofore furnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
5.03. Official Statement. The Official Statement relating to the Bonds, dated October 6,
1999, prepared and delivered on behalf of the City by Springsted Incorporated, is hereby
approved, and the officers of the City are hereby authorized and directed to execute such
certificates as may be appropriate concerning the accuracy, completeness and sufficiency
thereof. 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 (the
SEC) under the Securities Exchange Act of 1934. The officers of the City are hereby authorized
and directed to execute such certificates as may be appropriate concerning the accuracy,
completeness and sufficiency of the Official Statement.
SECTION 6. 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.
(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, 1999, 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
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.
(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.
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.
Upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
Attest:
City Clerk
Mayor