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HomeMy WebLinkAbout12-12-44 RESOLUTION NO. 1 2 —12 — 4 4 A RESOLUTION AWARDING THE SALE OF $5,140,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN CROSSOVER REFUNDING BONDS, SERIES 2012A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY. BE IT RESOLVED By the City Council (the "Council ") of the City of Oak Park Heights, Minnesota (the "City ") as follows: Section 1. Sale of Bonds 1.01. Background; Findings It is determined that: (a) the City is authorized by the provisions of Minnesota Statutes, Chapter 475, as amended (the "Act "), and Section 475.67 of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the Council to be necessary or desirable for the reduction of debt service cost to the City; (b) it is necessary and desirable to the sound financial management of the City and to reduce debt service cost to the City that the City issue its General Obligation Capital Improvement Plan Crossover Refunding Bonds, Series 2012A (the "Bonds "), in the original aggregate principal amount of $5,140,000, to refund in advance of maturity and at their redemption date certain outstanding general obligations of the City; (c) the outstanding bonds to be refunded (the "Refunded Bonds ") consist of the $6,300,000 General Obligation Capital Improvement Plan Bonds, Series 2008A, dated June 15, 2008, of which $4,860,000 in principal amount is callable on December 15, 2016; and (d) the Council desires to proceed with the sale of the Bonds by direct negotiation to Northland Securities, Inc. (the "Purchaser "), and retains PMA Securities, Inc. to act as an independent financial advisor for the purpose of reviewing the pricing fairness associated with the purchase and subsequent reoffering of the Bonds. The Mayor and the City Administrator are authorized to execute an agreement with PMA Securities, Inc. Therefore, it is determined that the City has retained an independent financial advisor in connection with such sale and is authorized by Section 475.60, Subdivision 2(9) of the Act to negotiate the sale of the Bonds. The actions of City staff and the City's financial advisors in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates The proposal of the Purchaser to purchase the Bonds is determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $5,220,489.75 (par amount of $5,140,000, plus original issue premium of $155,137.05, less original issue discount of $7,827.30, less underwriter's discount of $66,820.00), plus $3,491.92 of accrued interest to date of delivery, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2017 2.000% 2023 2.000% 2018 2.000 2024 2.000 2019 2.000 2025 2.000 2020 2.000 2026 2.050 2021 2.000 2027 2.150 2022 2.000 2028 2.150 1.03. Purchase Contract The Mayor and the City Administrator are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds The City will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of $5,140,000, originally dated December 1, 2012, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, upward, bearing interest as above set forth, and maturing serially on December 15 in the years and amounts as follows: Year Amount Year Amount 2017 $305,000 2023 $430,000 2018 320,000 2024 455,000 2019 340,000 2025 495,000 2020 360,000 2026 525,000 2021 380,000 2027 545,000 2022 400,000 2028 585,000 1.05. Optional Redemption The City may elect on December 15, 2022, and on any date thereafter to prepay Bonds due on or after December 15, 2023. Redemption may be in whole or in part and if in part, at the option of the City and in such manner 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 8 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 of par plus accrued interest. 1.06. Combined Maturities The maturity schedule of the Bonds shall be combined with the maturity schedule of the City's $1,195,000 General Obligation Capital Improvement Plan Bonds, Series 2009A, which combined maturities conform to Section 475.54 of the Act. Section 2. Registration and Payment 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 the Bond will 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 the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on June 15 and December 15 of each year, commencing June 15, 2013, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. 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: (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 that 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 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 the 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 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 the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds 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 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 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. 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) 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 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 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 Re ig strar The City appoints Northland Trust Services, Inc., Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Administrator 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, the resulting 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 City Administrator must transmit to the Registrar money 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 City Administrator and executed on behalf of the City by the signatures of the Mayor and the City Administrator, 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 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 Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate 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 Administrator will deliver the same to the Purchaser upon payment of the purchase 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. Form The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT A. 3.02. Approving Legal Opinion The City Administrator is authorized and directed to obtain a copy of the proposed approving legal opinion of Eckberg, Lammers, Briggs, Wolff & Vierling, P.L.L.P., Stillwater, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. Section 4. Bonds; Security; Escrow 4.01. Funds and Accounts For the convenience and proper administration of the money to be borrowed and repaid on the Bonds and the Refunded Bonds, and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds and the Refunded Bonds, there is herein created a special fund to be designated the General Obligation Capital Improvement Plan Crossover Refunding Bonds, Series 2012A Fund (the "Fund ") to be administered and maintained by the City Administrator as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund will be maintained in the manner herein specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon have been fully paid. There will be maintained in the Fund two separate accounts, to be designated the Escrow Account and the Debt Service Account. (a) Escrow Account The Escrow Account will be maintained with Northland Trust Services, Inc., Minneapolis, Minnesota, which is a suitable financial institution within the State of Minnesota, designated as the escrow agent (the "Escrow Agent ") for the Escrow Account. All proceeds of the sale of the Bonds will be received by the Escrow Agent and applied to fund the Escrow Account, the Debt'Service Account, or to pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance or deposited in the Debt Service Account are irrevocably pledged and appropriated to the Escrow Account, together with any investment earnings thereon. Proceeds deposited in the Escrow Account will be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as will be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due (i) the interest paid on, or to be paid on, or to accrue on, each Bond to and including December 15, 2016, which is the redemption date for the Refunded Bonds (the "Redemption Date "), and (ii) on the Redemption Date, the outstanding principal amount of the Refunded Bonds then outstanding. The Escrow Account will be irrevocably appropriated to the payment of the principal of and interest on the Bonds until the proceeds therein are applied to the prepayment of the Refunded Bonds. The money in the Escrow Account will be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all in accordance with the Escrow Agreement (hereafter defined), by and between the City and the Escrow Agent. Any money remitted to the City upon termination of the Escrow Agreement will be deposited in the Debt Service Account. (b) Debt Service Account To the Debt Service Account there is pledged and irrevocably appropriated and there will be credited: (i) any balance remitted to the City upon the termination of the Escrow Agreement; (ii) any balance remaining on December 16, 2016, in the Debt Service Fund created by Resolution No. 08- 05 -21, adopted by this Council on May 27, 2008 authorizing the issuance and sale of the Refunded Bonds (the "Prior Resolution'); (iii) any collections of all taxes hereafter levied for the payment of the Bonds and interest thereon; (iv) all investment earnings on funds in the Debt Service Account; (v) accrued interest received upon delivery of the Bonds, to the extent not required to fund the Escrow Account; and (vi) any other money which is properly available and is appropriated by this Council to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid will be used as provided in Section 475.61, Subdivision 4 of the Act. 4.02. Findings It is found and determined that based upon information presently available from the City's financial advisers, that the issuance of the Bonds will result in a reduction of debt service cost to the City on the Refunded Bonds, such that the present value of such debt service or interest cost savings (the "Reduction ") is at least 3.00% of the debt service on the Refunded Bonds. The Reduction, after the inclusion of all authorized expenses of refunding in the computation of the effective interest rate on the Bonds, is adequate to authorize the issuance of the Bonds as provided by Section 475.67, Subdivision 13 of the Act. 4.03. General Obligation Pledg For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby pledged. If the balance in the Escrow Account or the Debt Service Account, as the case may be, is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of money in the general fund of the City which is available for such purpose, and such general fund may be reimbursed with or without interest from the Escrow Account or the Debt Service Account, as the case may be, when a sufficient balance is available therein. 4.04. Cancellation of Prior Levy After Redemption Date It is hereby determined that upon the deposit of the Proceeds (herein defined) in the Escrow Account that an irrevocable appropriation to the debt service fund for the Refunded Bonds maturing after the Redemption Date will have been made within the meaning of Section 475.6 1, Subdivision 3 of the Act, and the City Administrator is authorized and directed to certify such fact to and request the Washington County Auditor - Treasurer to cancel any and all tax levies for taxes payable in 2016 and thereafter made by the Prior Resolution. 4.05. Pledge of Tax LM (a) To provide money for payment of the principal and interest on the Bonds maturing after the Redemption Date, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which tax will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Debt Service Fund above provided and will be in the years and in the amounts as shown on the attached EXHIBIT B. (b) The tax levies are such that if collected in full they, together with all amounts in the Escrow Account to the Redemption Date, and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5 %) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies will be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right to reduce the levies in the manner and to the extent permitted by Section 475.61, Subdivision 3 of the Act. 4.06. Resolution Filing The City Administrator is authorized and directed to file a certified copy of this Resolution with the Washington County Auditor - Treasurer and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding; Findings; Redemption of Refunded Bonds 5.01. Deposit of Proceeds As of the date of delivery of the Bonds, proceeds of the Bonds in the amount of $5,180,561.85 (the "Proceeds ") are pledged and appropriated and will be deposited in the Escrow Account. Proceeds of the Bonds used to pay costs of issuance of the Bonds ($28,435.00) will be deposited with the Escrow Agent pursuant to the Escrow Agreement. Proceeds in excess of amounts needed to fund the Escrow Account and pay costs of issuance of the Bonds are appropriated to the Debt Service Account in accordance with Section 4.01(b) of this Resolution. 5.02. Payment of the Bonds and the Refunded Bonds It is found and determined that the Proceeds, together with permitted earnings thereof from the Escrow Account, will be sufficient to pay principal of and interest on the Bonds through the Redemption Date, and to pay at maturity or redemption all of the outstanding principal of the Refunded Bonds maturing after the Redemption Date. It is also found and determined that the issuance of the Bonds for the reduction of debt service cost to the City is consistent with covenants made with the holders of the Refunded Bonds. 5.03. Notice of Payment The Refunded Bonds maturing on December 15, 2017 and thereafter will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of the Notice of Call for Redemption attached hereto as EXHIBIT C, which terms and conditions are approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered holder of the Refunded Bonds. 5.04. Escrow Agreement On or prior to the delivery of the Bonds, the Mayor and the City Administrator are authorized and directed to execute on behalf of the City an escrow agreement (the "Escrow Agreement") with the Escrow Agent in substantially the form now on file with the City Administrator. All essential terms and conditions of the Escrow Agreement, including payment by the City of reasonable charges for the services of the Escrow Agent, are approved and adopted and made a part of this Resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. Section 6. Authentication of Transcript 6.01. City Proceedings and Records 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, will be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Offering Memorandum The Mayor and the City Administrator 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 said Official Statement. 6.03. Other Certificates The Mayor and the City Administrator are authorized and directed to furnish to the Purchaser at closing on the Bonds such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor and the City Administrator shall also execute and deliver to the Purchaser a suitable certificate as to the absence of material litigation, and the City Administrator shall also execute and deliver a certificate as to payment for and delivery of the Bonds. Section 7. Tax Covenants 7.01. Tax - Exempt Bonds 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. 7.02. Arbitrage and Rebate 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 of America. 7.03. Not Private Activity Bonds 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. 7.04. Qualified Tax - Exempt Obli atg ions 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 that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2012 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2012 have been designated for purposes of Section 265(b)(3) of the Code. 7.05. Procedural Requirements 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 8. Book- Entry System; Limited Obligation of City 8.01. DTC 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 will be registered in the registration books kept by the Registrar in the name of 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 will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. S 8.02. Participants With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar will 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 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, of any amount with respect to principal of or interest on the Bonds. The City and the Registrar 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 and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Registrar will pay all principal of 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 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 of 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 Registrar, will receive a certificated Bond evidencing the obligation of this Resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar. 8.03. Representation Letter The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter ") which will govern payment of principal of and interest on the Bonds and notices with respect to the Bonds. Any 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 to be complied with at all times. 8.04. Transfers Outside Book -Enter System In the event the City, by resolution of this 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 will notify DTC, whereupon DTC will notify the 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 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 Registrar will authenticate Bond certificates in accordance with this Resolution and the provisions 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., as nominee of DTC, payments with respect to principal of and interest on the Bond and notices with respect to the Bond will be made and given, respectively, in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 9. Continuing Disclosure 9.01. Execution of the Continuing Disclosure Certificate "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate, executed by the Mayor and the City Administrator and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 9.02. Compliance with Provisions of the Continuing Disclosure Certificate The City covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section. Section 10. Defeasance 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 the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all 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. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Passed and adopted by the City Council of the City of Oak Park Heights, Minnesota this 4th day of December, 2012. CITY OF AK HEIGHTS, NJEV,NE TA ayor Attes . i strator f i l • EXHIBIT A FORM OF BOND No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF OAK PARK HEIGHTS I GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN CROSSOVER REFUNDING BOND, SERIES 2012A Date of Rate Matud Original Issue CUSIP December 15, 20_ December 1, 2012 671562 Registered Owner: Cede & Co. The City of Oak Park Heights, Minnesota, a duly organized and existing municipal corporation and political subdivision located in Washington County, Minnesota (the "City "), acknowledges itself to be indebted and for value received promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the Maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable June 15 and December 15 in each year, commencing June 15, 2013, 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 Northland Trust Services, Inc., Minneapolis, Minnesota, as 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 irrevocably pledged. The City may elect on December 15, 2022, and on any date thereafter to prepay Bonds due on or after December 15, 2023. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify Depository Trust Company, New York, New York ( "DTC ") 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 of par plus accrued interest. The City Council of the City has designated the issue of Bonds of which this Bond forms 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. This Bond is one of an issue in the aggregate principal amount of $5,140,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued • pursuant to a resolution adopted by the City Council of the City on December 4, 2012 (the "Resolution "), for the purpose of providing money to refund in advance of maturity and on the Redemption Date, as defined in the Resolution, certain general obligation bonds of the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and Section 475.67, Subdivisions 3 and 13. The interest hereon is payable until the Redemption Date primarily out of the Escrow Account and the Debt Service Account in the City's General Obligation Capital Improvement Plan Crossover Refunding Bonds, Series 2012A Fund, and after the Redemption Date from ad valorem taxes imposed on all taxable property in the City, 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 of the City has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which additional 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 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. 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 will be affected by any notice to the contrary. IT IS 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 is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Oak Park Heights, 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 the City Administrator and has caused this Bond to be dated as of the date set forth below. • • Dated: CITY OF OAK PARK HEIGHTS, MINNESOTA (Facsimile) (Facsimile) City Administrator Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. By 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) must 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 ") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. 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 assignee PROVISIONS AS TO REGISTRATION The ownership 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. Signature of Date of Registration Registered Owner Officer of Re.isg tray Cede & Co. Federal ID #13- 2555119 EXHIBIT B . TAX LEVY SCHEDULE [to be provided by Northland Securities] • . EXHIBIT C NOTICE OF CALL FOR REDEMPTION $6,300,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2008A CITY OF OAK PARK HEIGHTS WASHINGTON COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Oak Park Heights, Minnesota, there have been called for redemption and prepayment on December 15, 2016 all outstanding bonds of the City designated as General Obligation Capital Improvement Plan Bonds, Series 2008A, dated June 15, 2008, having stated maturity dates of December 15 in the years 2017 through 2028, both inclusive, totaling $4,865,000 in principal amount, and with the following CUSIP numbers: Year of Maturity CUSIP 2017 671562 GK6 2018 671562 GL4 2019 671562 GM2 2020 671562 GNO 2021 671562 GP5 2022 671562 GQ3 2023 671562 GR1 2024 671562 GS9 2025 671562 GT7 2026 671562 GU4 2027 671562 GV2 2028 671562 GWO The bonds are being called at a price of par plus accrued interest to December 15, 2016, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Northland Trust Services, Inc., Minneapolis, Minnesota, on or before December 15, 2016. Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank or other financial institution. The Registrar will not be responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness indicated in the Redemption Notice or on any Bond. It is included solely for convenience of the Holders. • • Additional information may be obtained from: Northland Trust Services, Inc. 45 South Seventh Street, Suite 2000 Minneapolis, Minnesota 55402 (800) 851 -2920 Dated: BY ORDER OF THE CITY COUNCIL By /s/ Eric A. Johnson City Administrator City of Oak Park Heights, Minnesota i