HomeMy WebLinkAbout2007-11 Awarding the Sale of GO BondsExtract: of Minutes -of Meeting:
of the City Council of ttie City of
Gem Lake, Ramsey. County., Minnesota
Pursuant to due call. and. notice thereof, .a .regular meeting of the City. Council -of the City.
of Gem Lake, Minnesota; was duly held in the City Hall. in said City on Tuesday, May. 221. 2007,
-coinmencing-at 7:00 P.M.
The following members were present:
and the following were absent:
The Mayor announced than the .next order of business was. consideration of the proposals
which had :been received for the purdhase of the City's approximately $850,000 General
{ -Obligation Capital Improvement Plan Bonds, Series 2007A.
The City Clerk presented a tabulation of the. proposals that have been received. in the
manner specified in the Terms. of Proposal :for the Bonds. The proposals are as set forth in
Eithibit A attached:
After due consideration Qi the proposal, Member then
introduced the following resolution, and moved its adoption:
RESOLUTION NO. Zl�c.7>1.1
A RESOLUTION AWARDING TIM SALE OF $
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2007A
FIXING THEIR FORM AN].[) SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
R09760 MNI GE1904
BE IT'RESOLVED By the City Cbuncil of the. City of Gem Lake, Ramsey County,
Minnesota (the "City") as follows:
Section 1. Back=.
1.01. Statutory Authorization. The City is authorized by ,Minnesota Statutes, section.
415.5-21 (the `Act") to finance certain capital improvements. -under an approved capital
improvement plan the issuance of general obligAtionbonds of the City payable from ad
valorem taxes, Capital improvements include acquisition or betterment. of public lands,
buildings or other improvements for the purpose of -it city liall, libtaiy,..public safety facility and
public works facilities (excluding light rail. transit or arty activity related to it, or. a park, road,
bridge, administrative building other than a. city hall, or land for :any of those activities)..
.,02. Capital Improvement Plan Authorizing Issuance of Bonds. On February 20, 2007
the City held a public hearing regarding.a five year capital improvement plan {the "Plan"), and
regarding issuance of bonds in. the maximum principal amount of.$850,000 to frzrance planned
.capital improvements, all in accordance with the Act. 'fhe Plan authorizes issuance of bonds to
pay the cost of the construction of anew joint use city hall building.'to be shared with White.B car
Township -and the Ramsey County Sheriffs. Office (hereinafter referred to as the.
".Improvement").
L01. No Petition for a Referendum. Received. The. City Council has determined that,.
Widfui 30 days after the hearing, no petition fora referendum on issuance of bonds pursuant to
the Plan was received by the City in accordance with .the Act.
1.04. Estimated Total Cost of Capital Improvement. The City estimates that the total
cost .of the improvement is S , including capitalized interest, costs of ssuance. and:
bond. discount.
1,.05. Determinations of the City in Compliance with the Act. As required by the Act,.
the. City has determined that.
(i) the expected useful life of the Improvement will. beat least five years.; and
(ii) the amount of principal and intere.st-,due in any year on..all outstanding bonds
issued by the City under the Act, including. the. Bonds, will'not exceed:.16 percent of the
taxable` market value of property in the. City for taxes payable in 2001..
1.06. Issuance of the Bonds. it is necessary and. expedient to -the sound. financial
-management of the affairs of .the City to issue. its $ General Obligation. Capital
Improvement Plan Bonds,. Series 2007A (the "Bonds") pursuant to the Act to provide financing
for the.Improvement,
,310976v1 MNI 0190-4 .2
Section .2. . Sale. of Bond.
2.0t. Award to the Purchaser and Interest. Rates. The ,proposal of
(the "Purchaser") to purchase the Bonds of the City
described in the .Terms of Proposal thereof is hereby found and determined to be a reasonable
offer and is hereby accepted, the proposal being to purchase.:the Bonds at. -a price .9f
$ plus accrued 'interest. to .date of *delivery, for Bonds bearing interest -as
follows:
Year :Inter`est-Rate
2009
2010
201.1
.2012
2013
2014.
2015
2016
2017
2018
Year Interest Rate
2019
2016.
20.21
2022
2023
2024
2025
2026
2027
2.028
2.02. Purchase Contract. The sum of $ being.4he. amount proposed by the
Purchaser in :excess of $ shall be credited to the Debt Service Fund Hereinafter
created, or deposited in'the .Construction Fun4 under. Section 5.01 hereof, as determined by the
city'$ financial advisor. The City Treasurer. is directed to retain the goad faith check of the
Purchaser, pending completion of the sale of the. -Bonds, and to return the good faith checks of
the unsuccessful proposers. The: Mayor and.City Clerk are directed to execute a contraot-with.
the Purchaser on behalf of the City.
2.03,. Terms and Principal Amounts of Bonds.. The City will forthwith issue and.-seil.
the Bonds. pursuant to the (the "Act'j to the Purchaser- is the total principal amount of
$ The Bonds will be originally dated as oflune.20, 2007 in the denomination of
$5,000 each or any -integral multiple thereof, numbered No. R l upward, bearing interest as
above set forth. and.mattiring serially on February 1 in the.years and amounts as*fQllows:
310976VI MNt G61904 3
Year Amount Year Amount
2069
201 i}
2011
2012.
2013
2014
-2015
20t6
�017
.2018
2019
2020
2021
2022
2023
�2024
2025
2026
2021
.2029
2.04. QRj oral Redemption: The City may elect on February' 1, 2016, and on any day
thereafter to prepay -Bonds due�,on or after February1, 2017. Redemption -may be in.whole or.in
part; and if -ih.piM at .the option of the City and in such baanner as the City will determine. If less
than all Bonds of a.maturity are called for redemption, the City will notify DTC (as defined .in
Section 7 hereof). of the particular amount of such maturity to `be prepaid. DTC will determine
by lot the amount of each participant's- interest in :such maturity to be redeemed and each
participant will then select by lot the beneficial ownership. interests .in such maturity -to be
redeemed. Prepayments will be at a price vfpar plus accrued interest.
105. Tenn Bands. To be completed if Term. Bonds are requested by the Purchaser.
Section 3. Registration and Payment:
3.01.. Registered Form: The Bond will belssued only. in fully registered form. The.
interest thereon and, upon. surrender of the.Bond, the principal amount thereof, is payable by
check or draft issued bythe Registrar described herein:
3.02. Dates;. Interest Payment Dates. Each Bond will be dated as *of the last interest
payment date preceding the date of authentication to which interest on. the- Bond has been paid
or made available:for payment, unless (i) :the date of authentication is an interest payment date
to. which interest -has- been paid or' -made available for payment, in -which case the Bond will be
dated as of the date of authentication, or (ij the date -of authentication is prior to the first interest
payment dater in which case the Bond will be dated as of the date of original issue. The interest
on the' Bond is payalale jon February I and August .1 of each year, commencing February 1.,
2008,.to the registered owners*.of record thereof as of the-closeof business on the.fifteenth day
of the: immediately preceding month; whether or not that. -day is a business day.
.a3. Registration.. The City will appoint a bond registrar, transfer agent, authenticating
( agent and paying agent (the "Registrar"). The:effect:of`registration'and the rights and duties of
the City and the Registrar with respect thereto are as follows:
310976vI MN1 GEI90-
(a) Re The Registrar must.keep at its .principal corporate trust office a
bond register in which Xhe Registrar provides: for. the registration of ownership. of -the:
Bond and the registration of -transfers of the -Bond entitled to be registered or transferred.
(b) Transfer of Bond. Upon surrender for transfer -of the Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in.
form satisfactory Co the Registrar, duly;e a utgd by the'registered owner thereof or by -an
attorney duly .authorized by the registered owner. -in writing,, the Registrar will
authenticate and deliver, in the name of the. designated transferee or transfereesx..a new
Bond of a like- principal amount and maturity,. as requested by the. transferor. The
Registrar max, however, close the books: for registration of any -transfer after the fifteenth
day Of the month preceding: each interest payment date and until that interest payrtent
date.
(c} Exchange: of Bonds. When Bonds are surrendered by the registered owner*
for exchange the Registrar will authexiiieate and deliver one or more.new Bonds of a like
aggregate principal .0rnount *arid maturity as requested by the registered owner or the
owner'.s. attorney in writing.
(d} -Cancellation. The Bond surrendered upon transfer will be promptly
cancelled.by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for.*tran�Sfer, the Registrar may refuse to transfer the Bond tiitil.the Registrar -is
satisfied -that the -endorsement on the Bond or separate instrument. of transfer is valid and -
genuine and than the requested transfer. is. legally authorized. The Registrar. will incur -no
liability- far*the refusal, ia:good faith, to -make transfers which it, "in -its judgment, deems
irtiproper- or unauthorized.
(#) :Persons Deemed Owners.. The City and the Registrar may treat -the person
in whose name the Bond is registered .in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not; for the -purpose of receiving.payment of; or on
account of, the, principal of and interest on the Bono and for -all other purposes and.
payments so made to registered awner or upon the owner's order will be valid and.
effectual to satisfy .and discharge the iiability upon. the Bond to the extent of the sum or
sums. so paid.
Taxes, Fees and Charges: The Registrar may impose a charge. upon. the
ownerthereof for a transfer of'the,Bond, sufficient t(Y reimburse the. Registrar. for any -tax,
fee for other governmental charge requited to be paid with respect to the transfer.
(h) Mutilated, Lost, Stolen or Destroyed Bond. If the. Bond becomes
mutilated or is destroyed, stolen orlost, the Registrar will deliver a new Bond of like
amount, number., maturity date and tenor in exchange and substitution. for and upon
310976v 1 MNI GE190-4
cancellation of the:inutilated Bond or in. lieu of and -in substitution for a Bond destroyed,
stolen: or lost, upon the payment of the reasonable expensos 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 upori finishing to the Registrar of an appropriate
bond or*indemnity- in form., substance and amount satisfactory to it and -as provided by
law, : in which both the City and the. Registrar must be named as obligees. The Bond -so
surrendered to the Registrar will. be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If. the -mutilated, destroyed, stolen or lost Bond.
has. already matured or been called for.redemptio'h in accordanc6 with its ternis it is not
necessary to issue 'a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be. redeem. will. be given by the. Registrar by
mailing a copy of the rederription notide by first -class. mail (postage prepaid) to the-
registered ' owner of each Bored to be redeemed at the address shown on the registration
books kept by the Registrar and-by,publishing the. notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, `will
not.affect the validity .of.the proceedings for the redemption of Bonds. Bonds so called
for redemption will. cease to bear interest after the specified redemption date, provided -
that the funds for the redemption are on deposit with the place of payment -at that. time.
3.04. Appointment of Initial Re ig strar. The City appoints Band Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Clerk are
authorized to execute and deliver, on behalf -of the City, a contract with the Registrar. Upon
merger or consolidation o£ the Registrar with another corporation, if the resulting corporation is A.
bank or trust company authorized bylaw to conduct such business, the resulting corporatioti-is.
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 30- days' notice and upon the appointment of a successor Registrar, in which
event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. 0# or before each.
principal or interest due date, without further order . of thus Council, the. City Treasurer must.
transmit to the Registrar monies sufficient for the payment of all principal and'interest then due.
.3.05. Execution, Authentication and Delivery: The. Bonds -will *be prepared under the
direction of the City Clerk .and executed on behalf of the City by the signatures bf the -Mayor and
the City Clerk, .provided -that those. signatures -.may be 'printed, engraved. or lithographed
facsimiles of the originals: If an officer whose signature or a facsimile of whose signature.
appears. on the Bonds ceases to be such officer before the delivery of -a-Bond, that signature or
facsimile will nevertheless be valid and sufficient: for all purposes, the same as. -if the officer had
remained in office until delivery. Notwithstanding such execution, a.Baad will not be valid or
obligatory for any purpose or entitled to any security or benefit wade= this Resolution unless and
until a cerfificate 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:
310975vl MNI GE1.904 6
need .not'be signed by the same representative: The executed aceitificate of authentication on a
Bond is conclusive evidence: that -it has. -been authenticated and delivered under this Resolution..
When the Bonds have:been. so prepared, executed.and authenticated, -the City Clerk will deliver.
the same to the. Purchaser upon payment of the purchase price -ire aceot4ance with the -contract -of
sale heretofore made and executed;. and the.. Purchaser is:not obligated to see to the. application of
the iirchase price.
1%. Temp2EM Bond. 'The .City may elect to deliver in ,lieu, of *4 printed definitive
Bond a typewritten temporary Bond in -substantially the form set, forth in :Section 3. Upon the.
execution and delivery of the definitive Bond*the temporary Bond will 1* exchanged Oierefor
and cancelled.
Section 4. Form of Bond.
4.01. Execution of the Bonds. The Bond. will be printed or typewritten in substantially
the following. -form:
No. R
UNUED STATES OF AMERICA
STATE QF MINNESOTA
COUNTY OF RAMSEY
CITY OF GEM LAKE
GENERAL OBLXGATION CAPITAL HvIRROVEMENT
PLAN BOND, SERIES 200.7A
Date of
Rate Maturity Original Issue CUS1P
February 1, 20_ June 20, 2.007
Registered Owner: Cede & Co.
The City of Gem Lake, Minnesota, a duly organized and.. existing, municipal corporation
in Ramsey County, Minnesota (the "City"), acknowledges itself to. be indebted. and for value
received hereby promises to pay to the Registered Owner specified above, or registered assigns,
the principal sum of $ on. the maturity date specified. above, payable February 1 and
August 1 in each. year, commencing February 1, 2008; 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
inunediatelypreceding month. The interest: hereon and, upon presentation and surrenderbereof,
the principal hereof ate .payable.in lawfut money of the United States of America by check or
draft -by Bond Trust Services. Corporation, Roseville, Minnesota, as.: Bond Registrar, Paying
Agent, Transfer Agent and Auihentieating Agent,. ox its designated successor udder the
Resolution desc.ri6herein. For the prompt and full payment of such principal and interest as
310M I'IviNWEISQ4 7
the same respectively become due, the .full faith and credit and taxing powers of.. the City have
been and are hereby irrevoc.?b pledged.
The City may elect on February. I, 2blb, and on any day thereafter to prepay -Ponds due
on or after February i, 2017. Redemption tnay'be in whole *or in part. and if in part, at the option
of the:City and in such tnatuier as the City will detenniae. If less than all Bonds of a maturity are
called for redemption; the City will notify ATC of the particular amount. of such maturity to be
prepaid. DTC will .determine by lot the; amount of.each participant's interest in such maturity to:
be redeemed and each participant -will then select by .lot the beneficial ownership interests in
auch maturity to be redeemed. Prepayments will be at a price of par plus accrued'interest.
The City Council has designated the issue of this Bond as a "qualified tax exempt
obligation"within the meanhig.-of*Section 265(li)(3). of the Internal Revenue Code..of*1986, as
amended (the "Code") relating to disallowance of interest expense for financial institutions and
within the $.14 million limit allowed by the. Code for-the:calendar year of issue:
This Bond is one of an issue in the aggregate principal amount of $ . all of
like .original issue date and tenor; except as to number, maturity date,. redemption-prriivilege,. and
interest rate, all issued pursuant: to a resolution adopted bythe City Council on May.22�,. 067
(the "Resolptioif 1, for the purpose of providing moneyto defray the expenses inedrred-and to be
:incurred iii making .certain capital improvements, pursuant. -to and in fall conformity -with the
Constitution and jaws of tho- State of Minnesota, including Minnesota Statutes; section 475.52.1,
and the principal hereof and interest hereon are payable from ad valorem taxes as set forth in the
Resolution -to which reference is made for a full statement of rights. and powers. thereby
conferred:: The full faith and credit of the City are irrevocably pledged for payment' of this. Bond
and * the City -.Council has obligated itself to levy additional :ad valorem taxes on all taxable
property In QLp City in the evetit of any deficiency in taxes. pledged, which taxes maybe .Ievied
without limitation as to rate or amount. The Bond of this series are issued only . as a .fully
registered Bonds in the denominations of $5;040 or any integral r#ultiple thereof of. single
t�iaturities.
,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. Upon such transfer the City will -cause
a new BQRd to be issued in the name of the transferee: twregistered owner, of -the. same prindipal
amount, bearing interest at the. same rate and maturing -on the same date, subject to
reimbursement for anytaat, fee or governmental charge required "to be paid with- respect to such.
transfer.
The City and the Registrar may deers 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 cif
receiving payment and for all .other purposes, -and neither. the City nor the Registrar will be
affected by any notice 16 the contrary..
io*vt MNtnEl9o-4 S.
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 bifiding general obligation of the City.in accordance with its terms,
have been done; dor exist, have happened and have been.performed ..as so required, and that. the.
.issuance of thiaBond does not cause the.indebtedness. of the City to exceed -any -constitutional or
statutory limitation of indebtedness:
This Bond is not Valid or obligatory for any purpose or entitled to apy security or benefit
under the Resolution. untie ttie Certificate of Authentication hereon has been executed. by the
Registrar by manual signat[tre ofone.of its authonzed.representativea.
IN WITNESS WHEREOF, the City, of. Gem bake., Ramsey County., Minnesota, by its
City Council, has caused -this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Glerk and has caused this Bond to be dated ;as of the date set
forth below.
Dated:
CITY OF GEM LAKE, MINNESOTA
(Facsimile) _ (Facsimile,
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
.7b's is one of theBonds; delivered pursuant to the Resolution mentione(�within.
BOND TRUST SERVICES
CORPORATION
Lo
The following abbreviations;. when cued in. -the inscription on the face of *this Borth., will be -
construed as thoughtheywere written.out in full according to -applicable laws or regulations,
TEN COM ---as tenants UNIF GIFT MIN ACT Custodian
in common (Gust): (Minor)
TEN ENT — as tenants under Uniform. Gifts -.or
by entireties Transfers to Minors
JT TEN -- as: joint tenants with.
right -of survivorship and Act ...... + ... .
not as tenants in common (State)*
.Additional abbreviations may also be used though not in the above.list:
ASSIGNMENT
For value received,, the undersigned hereby sells, assigns and transfers unto
{ the within Bond and 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 full power of substitution
in the premises.
Dated.
Notice: The assignor's signature to this assignment. must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) mast be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program `STAMP"), the Stock Exchange Medallion Program
('SEMP' ); the New York Stock Exchange, Inc.. Medallion Signatures Program ("MSP") oX-other
such "signature guarantee program" as maybe determined by the Registrar in addition to, of in
substitution for, STAMP, SEW or MSP, all in accordance with the :Securities Exchange Act of
1934, as amended.
310976v1 MNIGE190-4 10
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee -requested below is provided.
:Name and Address:
(Include information. for all joint owners if this
Bond is held by joint account.).
Please insert social security or other
identifying. number of:sssignee
PROVISIONS AS TO REGISTRATION
The.:owaeership of the principal of and interest.on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Cede & Co.
Federal ID ##1.3-255511,9
Signature of
Officer of Re sue'tray
4:02, AppLr6ying Legal inion. The City .Clerk is directed to obtain a.copy of the
proposed approving legal opinion of Kennedy Graven, Chartered, Miruleapolis, Minnesota,
which is to be complete except as to dating`thereof and to cause the opinion to fie printed on or
accompany the .Bond.
Section 5. Payment: Security: Pledges and Covenants.
101, Debt Service*Futid. (a) The -Bonds are payable: roof the General Obligation Capital
Improvement Plan .Bonds, Series 2007A Debt Service Fund. (the"Debt Service Fund") hereby
created, and the proceeds of the ad valorem taxes hereinafter levied are liereby pledged to *the. Debt.
Service Fund. If a payment of principal or interest on the Bonds becoines due when there is not
sufficient money 1n-the Debt Service Fund.to-pay the same, the. Treasurer. will pay such principal. or
interest from. the general fund of the City, and the general fiend. will. be reimbursed for those
advances out of the -proceeds. of the takes- levied.by this resolution, when collected. There is
appropriated. to the Debt Senice Fund (i) capitalized interest. financed. from Bond*.proceeds, if any,
(H) any amount over thin minimum purchase price paid by the Purchaser, to -the -extent designated for
31.09701 MN1 G$19Q-4 11
deposit :iti the Debt Service Fund in accordance with Section 1.03. and (iii) ,the accrued interest paid
by the Purehasd. upon. closing and delivery of the. Bonds.
(b) The proceeds of the Bonds, less the appropriations made in paragraph. (a), together
with any other funds appropriated for the improvement and Taxes collected during the construction
of the Improvement will be deposited in a separate construction fund to be used solely to defray
expenses of the Improvement and the payment of principal and interest on the Bonds prior to the.
completion and payment of all costs of the improvement, Any balance remaining in. the
construction fund after completion of the improvement may be used to pay the cost in whole or in
part of any other capital improvement instituted under the Act. When. the improvement is
completed and the cost thereof paid, thq construction account is to be closed and subsequent
dollections of Taxes for the Improvement are. to be deposited in the Debt Service Fund.
5.02. Pledge of 'Taxes. For the: purpose of paying the principal of and interest on -the.
Bonds,. there. is levied a direct annual krepealable ad valorem. tax upon all of the taxable property in
the City, to be spread upon the:tax tolls and collected with and .as- part of other general taxes of the
City.. The tax - will be credited to the Debt Service Fund above provided and is in the years and
amounts as follows (year stated being year of levy for collection the following year):
Year Lev
(See Exhibit B)
5;03:. Cerd cation to Director of Propierty Records and. Revenue as to Debt Service
Fund Amount. It is determined that the estimated collection of the.foregoing taxes will. produce. at
least: five percent in excess of the amount needed to meet when due, the principal and.vitereA
payments on the Bonds. The tax levy. herein _provided will. be irrepealable until the Bond is paid,
provided that at the time the City makes its annual tax levies the City Clerk may certify to the
Director of Property Records and. Revenue the amount available in the Debt Service Fund to pay
principal and. interest due during the ensuing year,. anct the Director of Property Records and
Revenue will thereupon reduce the levy collecObie*duririg such y.wby tbeAmdunt so certified.
5.04' Director-ofPronerty Records and Revenue Certificate as to Registration. The City
Clerk is authorized and directed to file a certified copy of this resolution with the Direetor of
Property— Records and Revenue and to obtain the cerdAeate required by Minnesota Statutes, Section
475ti63.
Section..¢. Authentication of Transcript.
6.01. CitYProceedinand° Records. The..officers: of the City are authorized and directed
to prepare. and.furnish. to. the Purchaser acid to -the .attorney*. approving the Bondscertified copies
of roceedings and records. of the City. relating to the Bonds .and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to
show the facts within theirknowledge-or.0 shown*liythe books and records in their custody and
under their control, relating -:to the validity and marketability-ofthe Bonds, and such instruments,
3J 0976v1.MM OE190.4 12
including any heretof6re furnished, may be deemed representations of the City as to the facts
stated therein.
6.02.. Certification as -to Official Statement. The Maybr, City Clerk and Treasurer are
authorized and directed to certify that they have examined the- Official Statement. prepared and
circulated in cotlnection with -the issuance. and sale of the Bonds and that to the best of their
knowledge and belief the Official. Statement -is a. complete and accurate representation.of the
facts and representations made therein as of the date of the Official Statement.
6.03. Payment of Costs :of Tssuance. The City authorizes the Purchaser to forward the
.amount of Bond proceeds- allocable to the payment of :issuance expenses .(other than amounts
payable to Kennedy & Graven, Chartered as Bond Counsel). to U.S. Treist. Company;
Minneapolis,Mnaesota on the closing date for further distribution as directed by the City'.s
financial adviser, Ehlers &: Associates, Inc.
ppc ion 7. Tax Covenant.
T01. Tax -Exempt Bonds. The City covenants and agrees with the. holders from. time to
time of the Rond-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 Bond to become subject to taxation
under the internal..Rovenue Code of 1986, ass amended '(the "Code"), and the Treasury
Regulations promulgated thereunder, in effect at th.e timer of such actions, and that it will take or
cause its officers, employees or agents to take; all affirmative action within its power that*niay be.
necessary to ensure that such Interest will not become* subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter amended and made
applicable to the -Bond,
7.02. No Rebate Required: (a) The City will comply with requirements necessary
under the Code -to establish and maintain the exclusion.. from gross incomeof -the interest on: the.
Bond under Section 101 of the Code, including without limitation requirements relating to
temporary periods for investments, limitations on arnounts invested at a yield .greater than the
yield on the Bonds, and. the rebate of excess investment earnings to the [United States, if the
Bonds (together*with other obligations. reasonably expected to be issued in calendar year 2007)
exceed the-sinall-issuer exception arn0unt.of$5;000,000.
(b)- For purposes of qualifying for the.small-issuer exception to the federal arbitrage
rebate requirements,. the. City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than priyato activity, bonds) issued by the *City (and -all subordinate
entities of the City) during the calendar year in which the Bonds is -issued is 'not reasonably
expected to exceed35,000,0.00, within the meaning of Section 148(#j(4)(p) of the Code.
7.03, Not Private Activity Bonds. The City further covenants not to. use the proceeds of
ihe-Bonds or to. cause or permit them or any of there to be used-, in such. a manner as to caul the
Bonds t6`be- a "private aetivity bond" within the meaning.of S:ections.103. and 141 through 156 of
the. Code.
31076v1 MNl Gli1964 13
�K
7.04. Qualified Tax Exempt Obli ations. in order to qualify the Bonds as "qualified
tax-exempt obligations" within- the meaning of Section 265(b)(3) of the Code,. the City makes the
-following factual. statements and'representations:
(a) the Bonds are not "private activity bonds" as defined in $eetion 141 of the
Code;.
(b) the City hereby designates the Bonds as "qualified tax-exempt:
obligations" for purposes ofSectioti 265(b)(3� of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other -than
ainy.private.activity bonds that are not.qualified 501(c)(3) bonds) which will, be, issued by
the. City (and all. spbgxdfi*e entities of the City) during calendar. year 2007 will not
exceed $10,00o000; -and
(d) not more than $10,000,000 -of obligations issued by the .City during
calendar year 2007 have been designated for -purposes of Section 265(b)(3).of the Code..
7.05.. Procedural Requirements: The City will use its hest effortsto comply with any.
federal procedural requirements which may apply in order to effectuate the designati:* made by
this section.
Section 8. Book Entry 3:ystem: Lin►ited Obligation ofCitY.
8.01. DTC. The Bonds will be initially issued in the form of a separate single
typewritten or printed filly registered Bond -for each of the -maturities set forth iri Section 1.03
hereof: Upon initial'issuance, the ownership ofeach Bond will be registered in the registration
books kept:by the- Registrar in the name of Cede & Co., as nominee for The Depository Trust
Cornpaiiy,-N&w York, New York, and its successors and assigns ("DTC"). Except as provided in
this section, all of the, outstanding Bonds will be registered in, the registration lxboks kept by the
Registrar.in the.naine of Cede & Co., as. nominee of DTC.
8.02. Partiteants. With respect to Bonds registered in the registration bookslept by.
the Registrar in the name of .Cede & Co, as -nominee of DTC, the City, the Registrar and. the
Paying: Agent will have no responsibility or*.obligation to any broker dealers, banks and other
finanpial institutions. from time -to time for which DTC. holds Bonds. as securities depository
.(the "Participants") or to any other person on behalf of which -a Participant. holds an interest in
-the Bonds, including but not limited to any responsibility or obligation with respect to (i) :the
accuracy of the records of-DTC, Cede &. Co. or any Participant: with respect to .any ownership
.interest in the. Bonds, .(ii)* the delivery to. any Paiticipant .or any other person (other than a
registered owner of.Bonds, as shown bji the registration books -kept by the Reg istraw,) of any
notice with respect to the Bonds, including any notice of redemption, or==.(ii) the paymentto any
Participant or any other person, other thm. a registered owner -of Bonds, of any amount with
respect to principal*of premium,. if any, or interest oil the.Bonds. The City, the Registrar: and. the
3109760 MN[ GE1904 14
Paying Agent may treat and.consider the person.in whose name each -Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner *of such Bond for the
purpose of payment of .principal, premium and. interest with respect to such Bond; for the
purpose. of registering transfers with respect to such Bonds,, and for all other purposes.. The
Paying *.Agent. will pay all principal of, premium, if any; and interest on .the Bonds%only to -.or on
the. order at the respective registered owners, as shown in the registration books kept by the
Registrar, and all such payments will be valid and effectual to fully satisfy and discharge. the
City's obligations with respect to payment of principal. oj� premium, if any, or interest on the
Bonds to the. extent of the. sum or sours. so. paid. No person other than a registered oWher of
Bonds, as shown in -the registration books kept by the Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon. deliveiyby DTC to the .City Clerk of a written
notice. to.the effect that DTC has determined to substitute*a new nominee in place ofCede & Co:;
the words "Cede & Go.,' will refer to such new nominee of DTC; and upon..receipt of such :a
notir;e; .the City. Clerk.. will promptly deliver -a copy .of the same to the Registrar and Paying
Agent.
8.03. R resentation Letter. The City.has.heretofore executed and delivered to DTC a
Blanket Issuer .Letter of Represedtatinns. (the4"Representation Lettee) which will .govern
payment of principal of; premium; if any, and interest on the Bonds' and notices -with respect to
the Bonds: A iy*Paying Agent or Registrar subsequently appointed by the City. with respect to
the Bonds will agree to take all action : necessary for all representations. of the City in the
Representation letter with respect to the Registrar and Paying Agent, respectively, to be
complied with at. all times.
.9.04.. Transfers Outside Book -Entry System. In the:event tke City, by resolution of the
City. Council, determines thgt it is in the best interests of the persons having beneficial interests
in the Bonds that #hey be able to obtain Bond certificates, the City-vdU notify DTC, whereupon
DTC will natify1he Participants, of the availability through DTC of Bond certificates. In such
event the. City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution.. DTC may
determine to discontinue providing its :scrvices with respect to the. Bonds at 'any time by giving
notice to the City and discharging -its responsibilities with respect thereto under applicable law.
Irr such event, if no successor securities depository is appointed, the City will: issue and the
Registrar will -authenticate Bond certificates in accordance with this resolution and theprovisions
hereof will apply -to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name -of Cede& Co., ag nominee of DTC,
payments with respect to principal of, premium, if any and interest on: the Bond and notices with
respect to the Bond will be made and given, respectively in the. manncr..provided in DTC's
Operational. Arrangements,. as set forth in the Representation Letter.
310976v1 MNI GB1904 1 s
Section 9. Continuing Disclosure.
9.01. Lhiiited Continuing Disclosure.. In order to qualify-the$onds for limited continuing
disclosure under paragraph (d)(2) of Securities and Exchange Commission Rules, Section 15c212
(the -`SEC Rule"), .the City makes the following factual statement and representation- As.of the date
of.delivery of the Bonds, the City will not be an.lobligated person (as.defined`in paragraph (f of the
SEC Rule) with respect to more than 310,000,0.00 in aggregate amount of outstanding rnuiiic pal
securities, including the. Bonds and excluding muzucipal securities that were : exempt from the SEC
Rulepursuant-to paragraph `(d)(1) thereof.
g;02. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it Will comply, with and carry out all of the provisions of the
Qont'uing Disclosure Certificate. Notwithstanding any other provision of this Resolution,. failure
of the City to comply with the Continuing Disclosure Certificate is not to be considered an .event of
default with respect to the Bonds; however, any Bondholder may such actions; as may be necessary
and appropriate, in�juding °seeking mandate or specific .performance by court order, to calm .the
City to comply with its:. obligations under this section.
0.03. Execution of Continuing :Disclosure Certificate. "Continuing Disclosure
Certificate means that. certain Continuing Disclosure Certificate: executed by the'Mayor City
Clerk. and dated the date of issuance and delivery of the.Bonds,-0 originally executed and as it.may
be amended from time Io time in*accordance with the terms thereof
Section i0 Defeasance.
10.01. Pledges, Covenants, and Other Rights to Cease. When all Bonds.and all interest
thereon, have been discharged as provided in. this section, all pledges, covenants. -and other, rights
granted. by .this resolution. to: the holders of the Bonds will cease,. except that the pledge of:tbe full
faith -and credit of the City for the
prompt and full paynient�.of the principal of and interest on the
Bonds wilt.main.in full force and effect. The City -may discharge all Bands which are due on any
date by-depositung with. the Registraron or before -that date a suth sufficient for the payment thereof
in full, .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 thereofin full with interest accmed:to the date -of
such deposit.
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310971vLMM GPi 904 16
The motion for the adoption of the foregoing resolution was duly-w.ondod by Member.
and upon vote being taken thereon, the following voted in favor
thereof:
and the following.voted agaiwst-the-same:.
whereupon said resolution was declared. --duly passed and adopted.
3109760 MNI GE190-4
17
STATE OF MINNESOTA )
COUNTY OF RAM -SAY ) SS..
CITY OF GEM LAKE
I, the undersigned, being the duly qualified and acting City Clerk of the City of Gem
Lake, .Ramsey County, Minnesota, do hereby certify that I have carefully compared the attached
and -:foregoing. extract of minutes of a regular meeting of the City CounCil-..of the .City held on
May:2!Z, 2007 with the -original minutes on file in. my office.. and the extract is a full, true and
correct copy pf the minutes insofar as they relate to the issuance and sale of $ General
Obligation: Capital. Improvement Plan Bonds, Series 2007A ofthe City.
WITNESS My hand officially as such City Clerk and the: corporate. seal of the City this
day of , 2007.
City Clerk
Gem Lake; Minnesota
(SEAL)
.310916vI MNIGB190-4 j3_l