HomeMy Public PortalAbout1993-020After due consideration of the proposals, Member Ferris then introduced the
following resolution and moved its adoption:
RESOLUTION NO. 93-20
A RESOLUTION AWARDING THE SALE OF $2,000,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1993;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Medina, Hennepin
County, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. a) The City has duly established Municipal Development District No.
1 (Development District) and Tax Increment Financing Districts TIF 1-1, 1-2, 1-3,
1-4, 1-5 and 1-6 (TIF Districts) within the Development District.
b) The City has made, duly ordered or let contracts for the construction
of the improvement projects listed in clause c) all pursuant to Minnesota Statutes,
Chapter 429.
c) The tax increment financing plan (TIF Plan) for the TIF Districts identifies
the following public improvement costs ( Costs) to be financed in the Development
District (Project) :
Sewer Trunk Project
Hamel Well Project
Storm Sewer Study
Subtotal Projects
Less TIF Cash on Hand
Plus Costs of Issuance and Discount
Total Bonds
$2,069,003
435,000
50,000
$2,554,003
(600,000)
45,997
$2,000,000
1.02. The proposal of Dougherty, Dawkins, Strand & Bigelow, Inc.
(Purchaser) to purchase $2,000,000 General Obligation Tax Increment Bonds, Series
1993 (Bonds) of the City described in the Terms of Proposal thereof is found and
determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $1, 975 , 340 plus accrued interest to date of
delivery, for Bonds bearing interest as follows:
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Year of Interest Year of Interest
Maturity Rate Maturity Rate
1994 2.60% 2002 4.40%
1995 3.00 2003 4.60
1996 3.25 2004 4.75
1997 3.50 2005 5.00
1998 3.70 2006 5.00
1999 4.00 2007 5.00
2000 4.00 2008 5.00
2001 4.20 2009 5.00
Net effective interest rate: 4.4759%
1.03. The sum of $4,890 being the amount offered by the Purchaser in excess
of $1,970,450 will be credited to the Debt Service Fund hereinafter created. The
City Clerk -Treasurer is directed to deposit the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of
the unsuccessful bidders forthwith. The Mayor and City Clerk -Treasurer are
directed to execute a contract with the Purchaser on behalf of the City.
1.04. The City will forthwith issue and sell the Bonds in the total principal
amount of $2,000,000, originally dated May 1, 1993, in the denomination of $5,000
each or any integral multiple thereof, numbered No. R-1, upward, bearing interest
as above set forth, and which mature serially on April 1 in the years and amounts as
follows:
Year Amount Year Amount
1994 $300,000 2002 $100,000
1995 325,000 2003 75,000
1996 225,000 2004 50,000
1997 175,000 2005 50,000
1998 150,000 2006 50,000
1999 125,000 2007 50,000
2000 125,000 2008 50,000
2001 100,000 2009 50,000
1.05. Optional Redemption. The City may elect on April 1, 1999 and on any
date thereafter to prepay Bonds maturing on or after April 1, 2000. Redemption may
be in whole or in part of the Bonds subject to prepayment. If redemption is in part,
those Bonds remaining unpaid which have the latest maturity date will be prepaid
first. If only part of the Bonds having a common maturity date are called for
prepayment the specific Bonds to be prepaid will be chosen by lot by the Registrar.
Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
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2.01. Registered Form. The Bonds will be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal amount
thereof, is payable by check or draft issued by the Registrar described herein.
2.02. 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 such Bond shall be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case such Bond will be dated as of the date of original issue.
The interest on the Bonds is payable on April 1 and October 1 of each year,
commencing October 1, 1993, 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.
2.03. Registration. The City will appoint, and shall maintain, a bond
registrar, transfer agent, authenticating agent and paying agent (Registrar) . The
effect of registration and the rights and duties of the City and the Registrar with
respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate
trust office a bond register in which the Registrar provides 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 a 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 will 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. When Bonds are surrendered by the
registered owner for exchange the Registrar will 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. Bonds surrendered upon any transfer or exchange
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 transfer, the Registrar may refuse to transfer the Bond
until the Registrar 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 will incur no liability for the refusal, in
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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 a 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 Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds,
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 the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for a 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 satisfac-
tory to the Registrar, in which both the City and the Registrar must be named
as obligees. Bonds 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 redemption in accordance with its terms 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 redeemed will be given
by the Registrar by mailing a copy of the redemption notice by first class mail
(postage prepaid) not more than 60 and not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by
publishing the notice in the manner 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 any proceeding 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.
2.04. Appointment of Initial Registrar. The City appoints American National
Bank and Trust Company, St. Paul, Minnesota, as the initial Registrar. The Mayor
and the City Clerk -Treasurer are authorized to execute and deliver, on behalf of the
City, a contract with the Registrar. Upon merger or consolidation of the Registrar
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with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, such corporation 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. On or before each principal or interest due
date, without further order of this Council, the Clerk -Treasurer must transmit to
the Registrar moneys sufficient for the payment of all principal and interest then
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the Clerk -Treasurer and executed on behalf of the City by the
signatures of the Mayor and the Clerk -Treasurer, provided that all signatures may
be printed, engraved or lithographed facsimiles of the originals. In case any officer
whose signature or a facsimile of whose signature appears on the Bonds ceases to be
II such officer before the delivery of any Bond, such 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 Bond will not
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 Regis-
trar. Certificates of authentication on different Bonds need not be signed by the
same representative. The executed certificate of authentication on each Bond is
conclusive evidence that it has been authenticated and delivered under this Resolu-
tion. When the Bonds have been so prepared, executed and authenticated, the
Clerk -Treasurer shall deliver the same to the Purchaser upon payment of the pur-
chase price in accordance with the contract of sale heretofore made and executed,
and the Purchaser is not obligated to see to the application of the purchase price.
2.06. Temporary Bonds . The City may elect to deliver in lieu of printed
definitive Bonds one or more typewritten temporary Bonds in substantially the form
set forth in Section 3 with such changes as may be necessary to reflect more than one
maturity in a single temporary bond. Upon the execution and delivery of definitive
Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be prepared in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1993
Date of
Rate Maturity Original Issue
May 1, 1993
No. R- $
Registered Owner: Cede & Company
CUSIP
The City of Medina, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (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 specified above on the
maturity date specified above with interest thereon from the date hereof at the
annual rate specified above, payable April 1 and October 1 in each year, commencing
October 1, 1993, 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. The 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 American National Bank and Trust Company, St. Paul,
Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating
Agent, 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.
The City may elect on April 1, 1999 and on any date thereafter to prepay
Bonds maturing on or after April 1, 2000. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, those Bonds remaining
unpaid which have the latest maturity date will be prepaid first. If only part of the
Bonds having a common maturity date are called for prepayment the specific Bonds
to be prepaid will be chosen by lot by the Registrar. Prepayments will be at a price
of par plus accrued interest .
The City Council has designated issue of the Bonds of which this Bond is a
part as "qualified tax exempt obligations" within the meaning of Section 265 (b) (3 )
of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance
of interest expense for financial institutions and within the $10 million limit allowed
by the Code for the calendar year of issue.
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This Bond is one of an issue in the aggregate principal amount of $2,000,000
all of like original issue date and tenor, except as to number, maturity date, redemp-
tion privilege, and interest rate, all issued pursuant to a resolution adopted by the
City Council on April 20, 1993 (the Resolution), for the purpose of providing money
to aid in financing the public development costs of a project (Project) in a Municipal
Development District (District) in the City, pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Sections 469.174 to 469.179, the Minnesota Tax Increment Financing Act, and
Minnesota Statutes, Sections 469.124 through 469.134 and the principal hereof and
interest hereon are payable primarily from tax increments resulting from increases
in taxable valuation of real property in the Project in the District and special
assessments against benefitted properties, 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 the City in the event of any deficiency of tax increments and
assessments pledged, which taxes may be levied without limitation as to rate or
amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5 , 000 or any integral multiple thereof of single maturities .
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 the owner's
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 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 .
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 will 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, and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness .
This Bond will 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 has been executed by the Bond Registrar by manual signature of one of its
authorized representatives .
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IN WITNESS WHEREOF, the City of Medina, 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 Clerk -Treasurer and has caused this Bond to be
dated as of the date set forth below.
Dated:
CITY OF MEDINA, MINNESOTA
City Clerk -Treasurer Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
AMERICAN NATIONAL BANK AND
TRUST COMPANY
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM -- as tenants UNIT TRANS MIN ACT Custodian
in common (Cust) (Minor)
under Uniform Transfers to Minors Act... (State)
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations not listed above may also be used.
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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:
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 or
enlargement or any change whatsoever. Signature(s) must be guaranteed by a
commercial bank or trust company or by a brokerage firm having a membership in one
of the major stock exchanges.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
Section 4. Payment: Security: Pledges and Covenants.
4.01. The Bonds are payable from the General Obligation Tax Increment
Bonds, Series 1993 Debt Service Fund (Debt Service Fund) hereby created, and all
tax increments (Tax Increments) from the Tax Increment Financing Districts and the
Development District are pledged to the Debt Service Fund, together with special
assessments (Assessments) levied against benefitted property within the District.
If any payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund to pay the same, the Clerk -Treasurer is
directed to pay such principal or interest from the general fund of the City, and the
general fund is to be reimbursed for such advances out of the proceeds of Tax
Increments and Assessments when received. There is appropriated to the Debt
Service Fund (i) capitalized interest funded from Bond proceeds, if any, (ii) any
amount over the minimum purchase price paid by the Purchaser and (iii) accrued
interest paid by the Purchaser upon closing and delivery of the Bonds.
4.02. It is determined that the estimated collection of Tax Increments and
Assessments for payment of principal and interest on the Bonds will produce at least
five percent in excess of the amount needed to meet, when due, the principal and
interest payments on the Bonds and that no tax levy is needed at this time.
4.03. It is hereby determined that the Improvements to be financed by the
Bonds will directly and indirectly benefit abutting property, and the City hereby
covenants with the holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Assessments for the
Improvements to be promptly levied so that the first installment will be
collectible not later than 1993 and will take all steps necessary to assure
prompt collection, and the levy of the Assessments is hereby authorized. The
City Council will cause to be taken with due diligence all further actions that
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are required for the construction of each Improvement financed wholly or
partly from the proceeds of the Bonds, and will take all further actions
necessary for the final and valid levy of the Assessments and the
appropriation of any other funds needed to pay the Bonds and interest
thereon when due.
(b) In the event of any current or anticipated deficiency in
Assessments and taxes, the City Council will levy additional ad valorem taxes
in the amount of the current or anticipated deficiency.
(c) The City will keep complete and accurate books and records
showing: receipts and disbursements in connection with the Improvements,
Assessments and Taxes levied therefor and other funds appropriated for their
payment, collections thereof and disbursements therefrom, moneys on hand
and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least
annually and will furnish copies of such audit reports to any interested person
upon request .
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and
furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings 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 their knowledge or as shown
by the books and records in their custody and under their control, relating to the
validity and marketability of the Bonds and such instruments, including any
heretofore furnished, shall be deemed representations of the City as to the facts
stated therein.
5.02. The Mayor and City Clerk -Treasurer are authorized and directed to
certify that they have examined the Official Statement prepared and circulated in
connection 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 .
Section 6. Tax Covenant.
6.01. 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 the
Treasury Regulations promulgated thereunder, in effect at the time of such actions,
and that it will take or cause its officers, employees or agents to take, all affirmative
action within its power that may 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 Bonds .
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6.02. (a) The City will comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income of the interest on the
Bonds under Section 103 of the Code, including without limitation requirements
relating to temporary periods for investments, limitations on amounts 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 1993) exceed the small -issuer
exception amount 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 private activity bonds)
issued by the City (and all subordinate entities of the City) during the calendar year
in which the Bonds are issued and outstanding at one time is not reasonably expected
to exceed $5 , 000, 000, all within the meaning of Section 148 (f) (4) (C) of the Code.
6.03. The City further covenants not to use the proceeds of the Bonds or to
cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 150 of the Code.
6.04. 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 Section
141 of the Code;
(b) the City designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265 (b) (3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds, treating qualified 501(c)(3) bonds as not
being private activity bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 1993 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1993 have been designated for purposes of Section
265(b) (3) of the Code.
6.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this
section.
Section 7. Book -Entry System; Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Bond for each of the maturities set forth in
Section 1.04 hereof . Upon initial issuance, the ownership of each such Bond must
be registered in the registration books kept by the Bond Registrar in the name of
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Cede & Co. , as nominee for The Depository Trust Company, New York, New York,
and its successors and assigns (DTC) . Except as provided in this section, all of the
outstanding Bonds must be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the
Bond Registrar in the name of Cede & Co. , as nominee of DTC, the City, the Bond
Registrar and the Paying Agent have no responsibility or obligation to any broker
dealers, banks and other financial 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 Participant or any other person other than a
registered owner of Bonds, as shown by the registration books kept by the Bond
Registrar, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any Participant or any other person, other than
a registered owner of Bonds, or any amount with respect to principal of, premium,
if any, or interest on the Bonds. The City, the Bond Registrar and the Paying
Agent may treat and consider the person in whose name each Bond is registered in
the registration books kept by the Bond 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 must pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective
registered owners, as shown in the registration books kept by the Bond Registrar,
and all such payments may be valid and effectual to fully satisfy and discharge the
City's obligations with respect to payment of principal of, premium, if any, or
interest on the Bonds to the extent of the sum or sums so paid. No person other
than a registered owner of Bonds, as shown in the registration books kept by the
Bond Registrar, shall receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the Clerk -Treasurer of a written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co. ,
and the words "Cede & Co. ," must refer to such new nominee of DTC; and upon
receipt of such a notice, the Clerk -Treasurer must promptly deliver a copy of the
same to the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent
is other than the Clerk -Treasurer.
7.03. Representation Letter. The form of representation letter proposed to
be submitted to DTC, which is on file with the Clerk -Treasurer and presented to this
meeting (Representation Letter), is hereby approved, and the Clerk -Treasurer is
authorized to execute and deliver the Representation Letter in substantially the form
on file, with such changes therein not inconsistent with law as the Clerk -Treasurer
and the City Attorney may approve, which approval will be conclusively evidenced
by the execution thereof. Any Paying Agent or Bond Registrar subsequently
appointed by the City with respect to the Bonds must agree to take all action
necessary for all representations of the City in the Representation letter with
respect to the Bond Registrar and Paying Agent, respectively, to at all times be
complied with.
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7.04. Transfers Outside Book -Entry System. In the event the City, by
resolution of the City Council, determines that it is in the best interests of the
persons having beneficial interest in the Bonds that they be able to obtain Bond
certificates, the City may notify DTC, whereupon DTC must notify the Participants,
of the availability through DTC of Bond certificates. In such event the City shall
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 services with respect to the Bonds at any time
by giving notice to the City and discharging its responsibilities with respect thereto
under applicable law. In such event, if no successor securities depository is
appointed, the City will issue and the Bond Registrar must authenticate Bond
certificates in accordance with this resolution and the provisions hereof shall apply
to the transfer, exchange and method of payment thereof .
7.05 . Payments to Cede & Co. Notwithstanding any other provision of this
resolution to the contrary, so long as any Bond is registered in the name of Cede &
Co. , as nominee of DTC, all payments with respect to principal of, premium, if any,
and interest on such Bond and all notices with respect to such Bond must be made
and given, respectively in the manner provided in the Representation Letter.
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ME230-181
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T h e m o t i o n f o r t h e a d o p t i o n o f t h e f o r e g o i n g r e s o l u t i o n w a s d u l y s e c o n d e d b y
M e m b e r J o h n s o n , a n d u p o n v o t e b e i n g t a k e n t h e r e o n , t h e f o l l o w i n g v o t e d i n f a v o r
t h e r e o f : A . T h e i s , F e r r i s , J o h n s o n , T h i e s a n d Z i e t l o w
a n d t h e f o l l o w i n g v o t e d a g a i n s t t h e s a m e : N o n e
w h e r e u p o n s a i d r e s o l u t i o n w a s d e c l a r e d d u l y p a s s e d a n d a d o p t e d .
D J R 5 2 0 2 0
M E 2 3 0 - 1 8 1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF MEDINA )
I, the undersigned, being the duly qualified and acting Clerk -Treasurer of
the City of Medina, Hennepin 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 April 20, 1993 with the original
minutes on file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of $2,000,000 General
Obligation Tax Increment Bonds, Series 1993 of the City.
WITNESS My hand officially as such Clerk -Treasurer and the corporate seal
of the City this ),),IL day of AV I , 1993.
(SEAL)
DJR52020
ME230-181
C--
Ci1 - reasurer
Medina, Minnesota