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HomeMy WebLinkAboutResolution No. 2005-050 2005A GO Park/Rec Bond Refunding CERTIFICATION OF MINUTES RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A Issuer: City of Edina,Minnesota Governing Body: City Council Kind, date,time and place of meeting: A regular meeting held Tuesday, June 21, 2005 at 7:00 o'clock p.m., at the City Hall,Edina, Minnesota. Members present: Housh, Hulbert,Masica, Swenson, and Mayor Hovland Members absent: None Documents Attached: Minutes of said meeting (including): Pages 1 through 19 RESOLUTION NO. 2005-50 RESOLUTION RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A; AWARDING THE SALE, FIXING THE FORM AND DETAILS,PROVIDING FOR THE EXECUTION THEREOF AND THE SECURITY THEREFOR I,the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above,have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above,pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such reording officer this�314—Jlay of June, 2005. II bU'�-U� Nit� . Debra Mangen City Clerk �! It was reported that three 3 proposals had been received prior to 11:00 A.M., Central Time today for the purchase of the$5,375,000 General Obligation Park and Recreation Refunding Bonds, Series 2005A of the City in accordance with the Official Statement distributed by the City to potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms of each have been determined to be as follows: Name of Bidder Bid for Principal Interest Rate Net Interest Cost See Attached Bid Tab • • �, i �� BID TABULATION $5,485,000* General Obligation Park and Recreation Refunding Bonds, Series 2005A CITY OF EDINA, MINNESOTA SALE: June 21, 2005 AWARD: CRONIN &COMPANY, INC. RATING: Moody's Investors Service, Inc. "Aaa" BBI:4.31% Standard & Poor's Credit Markets"AAA" NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE CRONIN&COMPANY, INC. 2007 3.500% 2.700% $5,537,179.25 $1,376,265.75 3.6234% Minneapolis, Minnesota 2008 3.500% 2.850% CIBC WORLD MARKETS 2009 3.500% 3.000% New York, New York 2010 3.500% 3.100% CITIGROUP GLOBAL MARKETS, INC. 2011 3.500% 3.200% Chicago, Illinois 2012 3.500% 3.300% CITIZENS BANK 2013 3.750% 3.450% Flint, Michigan 2014 3.750% 3.550% UBS FINANCIAL SERVICE, INC. 2015 4.000% 3.700% hicago, Illiniois 2016 4.000% 3.800% 2017 4.000% 3.900% PIPER JAFFRAY&CO. 2007 3.000% $5,498,193.40 $1,376,578.27 3.6368% Minneapolis, Minnesota 2008 3.000% 2009 3.250% 2010 3.250% 2011 3.500% 2012 3.500% 2013 3.500% 2014 3.500% 2015 4.000% 2016 4.000% 2017 4.000% *Subsequent to bid opening the issue size was decreased to$5,375,000 with the 2007 maturity decreased$20,000 to$400,000,the 2008 maturity decreased$15,000 to$420,000,the 2009 maturity decreased$15,000 to$435,000, the 2010 maturity decreased$10,000 to $455,000,the 2011 maturity decreased$10,000 to$470,000, the 2012 maturity decreased$10,000 to$485,000, the 2013 maturity decreased$10,000 to$500,000,the 2014 maturity decreased$5,000 to$515,000,the 2015 maturity decreased$5,000 to$555,000,the 2016 maturity decreased$5,000 to$565,000, and the 2017 maturity decreased$5,000 to$575,000 in maturity value. Adjusted Price-$5,426,165.40 djusted Net Interest Cost-$1,356,466.27 usted TIC-3.6257% E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113 651.697.8500 fax 651.697.8555 www.ehiers-inc.com & ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL sY � r $5,485,000 General Obligation Park and Recreation Refunding Bonds,Series 2005A r' City of Edina, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE RBC DAIN RAUSCHER INC. 2007 3.500% $5,474,321.80 $1,388,148.87 3.6855% Minneapolis, Minnesota 2008 3.500% 2009 3.500% 2010 3.500% 2011 3.500% 2012 3.500% 2013 3.500% 2014 3.600% 2015 3.700% 2016 3.800% 2017 3.900% • i S Member Swenson then introduced the following resolution and moved its adoption: RESOLUTION NO. 2005-50 RESOLUTION RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A; AWARDING THE SALE,FIXING THE FORM AND DETAILS,PROVIDING FOR THE EXECUTION THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Edina,Minnesota(the Issuer), as follows: Section 1. Authorization and Sale. 1.01. Authorization and OutstandingBonds.onds. The Issuer has presently outstanding its General Obligation Park and Recreation Bonds, Series 1996B, initially dated as of August 1, 1996 (the "Prior Bonds"). This Council,by a resolution adopted on June 7, 2005, authorized the sale of$5,375,000 General Obligation Park and Recreation Refunding Bonds, Series 2005A(the "Bonds") of the Issuer, the proceeds of which would be used,together with any additional funds of the Issuer which might be required, to refund in advance of maturity the Prior Bonds maturing in the years 2007 through 2017 which aggregate$5,575,000 in principal amount(the"Refunded Bonds"). Said refunding constitutes a"crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13. The Prior Bonds were issued pursuant to Minnesota Statutes, Chapter 475 to finance the acquisition and betterment of certain improvements to the municipal recreational facilities of the Issuer. 1.02. Sale of Bonds. The City has retained Ehlers&Associates, Inc., an independent financial advisor,to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2,paragraph (9),without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds,three 3 proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Cronin&Company, Inc., of Minneapolis,Minnesota (the"Purchaser"),to purchase the Bonds at a price of$5,426,165.40, the Bonds to bear interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned forthwith. 1.03 Performance of Requirements. The Issuer is authorized by the Act to secure the Bonds by the covenants and agreements hereinafter set forth. All acts,conditions and a things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having CERTIFICATION OF MINUTES RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A Issuer: City of Edina,Minnesota Governing Body: City Council Kind, date,time and place of meeting: A regular meeting held Tuesday, June 21, 2005 at 7:00 o'clock p.m., at the City Hall,Edina, Minnesota. Members present: Housh, Hulbert,Masica, Swenson, and Mayor Hovland Members absent: None Documents Attached: Minutes of said meeting (including): Pages 1 through 19 RESOLUTION NO. 2005-50 RESOLUTION RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A; AWARDING THE SALE, FIXING THE FORM AND DETAILS,PROVIDING FOR THE EXECUTION THEREOF AND THE SECURITY THEREFOR I,the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above,have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above,pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such reording officer this�314—Jlay of June, 2005. II bU'�-U� Nit� . Debra Mangen City Clerk �! It was reported that three 3 proposals had been received prior to 11:00 A.M., Central Time today for the purchase of the$5,375,000 General Obligation Park and Recreation Refunding Bonds, Series 2005A of the City in accordance with the Official Statement distributed by the City to potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms of each have been determined to be as follows: Name of Bidder Bid for Principal Interest Rate Net Interest Cost See Attached Bid Tab • • �, i �� BID TABULATION $5,485,000* General Obligation Park and Recreation Refunding Bonds, Series 2005A CITY OF EDINA, MINNESOTA SALE: June 21, 2005 AWARD: CRONIN &COMPANY, INC. RATING: Moody's Investors Service, Inc. "Aaa" BBI:4.31% Standard & Poor's Credit Markets"AAA" NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE CRONIN&COMPANY, INC. 2007 3.500% 2.700% $5,537,179.25 $1,376,265.75 3.6234% Minneapolis, Minnesota 2008 3.500% 2.850% CIBC WORLD MARKETS 2009 3.500% 3.000% New York, New York 2010 3.500% 3.100% CITIGROUP GLOBAL MARKETS, INC. 2011 3.500% 3.200% Chicago, Illinois 2012 3.500% 3.300% CITIZENS BANK 2013 3.750% 3.450% Flint, Michigan 2014 3.750% 3.550% UBS FINANCIAL SERVICE, INC. 2015 4.000% 3.700% hicago, Illiniois 2016 4.000% 3.800% 2017 4.000% 3.900% PIPER JAFFRAY&CO. 2007 3.000% $5,498,193.40 $1,376,578.27 3.6368% Minneapolis, Minnesota 2008 3.000% 2009 3.250% 2010 3.250% 2011 3.500% 2012 3.500% 2013 3.500% 2014 3.500% 2015 4.000% 2016 4.000% 2017 4.000% *Subsequent to bid opening the issue size was decreased to$5,375,000 with the 2007 maturity decreased$20,000 to$400,000,the 2008 maturity decreased$15,000 to$420,000,the 2009 maturity decreased$15,000 to$435,000, the 2010 maturity decreased$10,000 to $455,000,the 2011 maturity decreased$10,000 to$470,000, the 2012 maturity decreased$10,000 to$485,000, the 2013 maturity decreased$10,000 to$500,000,the 2014 maturity decreased$5,000 to$515,000,the 2015 maturity decreased$5,000 to$555,000,the 2016 maturity decreased$5,000 to$565,000, and the 2017 maturity decreased$5,000 to$575,000 in maturity value. Adjusted Price-$5,426,165.40 djusted Net Interest Cost-$1,356,466.27 usted TIC-3.6257% E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113 651.697.8500 fax 651.697.8555 www.ehiers-inc.com & ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL sY � r $5,485,000 General Obligation Park and Recreation Refunding Bonds,Series 2005A r' City of Edina, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE RBC DAIN RAUSCHER INC. 2007 3.500% $5,474,321.80 $1,388,148.87 3.6855% Minneapolis, Minnesota 2008 3.500% 2009 3.500% 2010 3.500% 2011 3.500% 2012 3.500% 2013 3.500% 2014 3.600% 2015 3.700% 2016 3.800% 2017 3.900% • i S Member Swenson then introduced the following resolution and moved its adoption: RESOLUTION NO. 2005-50 RESOLUTION RELATING TO $5,375,000 GENERAL OBLIGATION PARK AND RECREATION REFUNDING BONDS, SERIES 2005A; AWARDING THE SALE,FIXING THE FORM AND DETAILS,PROVIDING FOR THE EXECUTION THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Edina,Minnesota(the Issuer), as follows: Section 1. Authorization and Sale. 1.01. Authorization and OutstandingBonds.onds. The Issuer has presently outstanding its General Obligation Park and Recreation Bonds, Series 1996B, initially dated as of August 1, 1996 (the "Prior Bonds"). This Council,by a resolution adopted on June 7, 2005, authorized the sale of$5,375,000 General Obligation Park and Recreation Refunding Bonds, Series 2005A(the "Bonds") of the Issuer, the proceeds of which would be used,together with any additional funds of the Issuer which might be required, to refund in advance of maturity the Prior Bonds maturing in the years 2007 through 2017 which aggregate$5,575,000 in principal amount(the"Refunded Bonds"). Said refunding constitutes a"crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13. The Prior Bonds were issued pursuant to Minnesota Statutes, Chapter 475 to finance the acquisition and betterment of certain improvements to the municipal recreational facilities of the Issuer. 1.02. Sale of Bonds. The City has retained Ehlers&Associates, Inc., an independent financial advisor,to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2,paragraph (9),without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms and Conditions of Sale for the Bonds,three 3 proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been publicly read and considered, and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Cronin&Company, Inc., of Minneapolis,Minnesota (the"Purchaser"),to purchase the Bonds at a price of$5,426,165.40, the Bonds to bear interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned forthwith. 1.03 Performance of Requirements. The Issuer is authorized by the Act to secure the Bonds by the covenants and agreements hereinafter set forth. All acts,conditions and a things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing,having happened and having been performed, it is now necessary for the Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 1.04. Maturities. This Council finds and determines that the maturities of the Bonds, as set forth in Section 3.01 hereof, are warranted by the anticipated collection of the assessments and ad valorem taxes to be levied for the cost of the improvements financed by the Refunded Bonds. Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA GENERAL OBLIGATION PARK AND RECREATION REFUNDING BOND, SERIES 2005A Date of Interest Rate Maturity Original Issue CUSIP % February 1, July 19, 2005 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THE CITY OF EDINA, Hennepin County, Minnesota(the"Issuer"), acknowledges itself to be indebted and, for value received,hereby promises to pay to the registered owner named above, or registered assigns,the principal amount specified above, on the maturity date specified above,with interest thereon from the date of original issue specified above, or from the most recent interest payment date to which interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is payable on February 1 and August 1 in each year, commencing February 1,2006,to the person in whose name this Bond is registered at the close of business on the 15th day(whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and,upon presentation and surrender hereof, the principal hereof, are payable in lawful money of the United States of America by check or draft of U.S. Bank National Association, in St. Paul Minnesota, as Bond Registrar, Transfer Agent and Paying Agent(the"Bond Registrar"), or its successor designated under the Resolution described herein. • This Bond is one of an issue in the aggregate principal amount of$5,375,000(the "Bonds") all of like date and tenor except as to serial number, interest rate, redemption privilege -2- ' c t and maturity date,issued pursuant to a resolution adopted by the City Council on June 21, 2005 (the "Resolution"),to refund certain of the Issuer's outstanding general obligation bonds previously issued to finance improvements to the Issuer's recreational facilities and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The Bonds are payable primarily from the 2005A Park and Recreation Refunding Bond Fund(the"Fund") of the City. In addition, for the full and prompt payment of the principal and interest on the Bonds as the same become due, the full faith, credit and taxing power of the Issuer have been and are hereby irrevocably pledged. The Bonds are issuable only a$ fully registered bonds in denominations of$5,000 or any multiple thereof, of single maturities. Bonds maturing in the years 2007 through 2015 are payable on their respective stated maturity dates without option of prior payment,but Bonds having stated maturity dates in the years 2016 and 2017 are each subject to redemption and prepayment, at the option of the Issuer and in whole or in part, and if in part, in the maturities selected by the Issuer and,within any maturity, in$5,000 principal amounts selected by lot, on February 1, 2015 and on any date thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register,but no defect in or failure to 0 give such mailed notice of redemption shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid,the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,become due and payable at the redemption price herein specified and from and after such date(unless the Issuer shall default in the payment of the redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge,representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Bond Registrar,by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange,the Issuer 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 Issuer 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 Issuer nor the Bond Registrar shall be affected by any notice to the contrary. -3- , 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 precedent to and in the issuance of this Bond in order to make this Bond a valid and binding general obligation of the Issuer according to its terms, have been done, do exist,have happened and have been performed in regular and due form as so required; that prior to the issuance hereof the Issuer has levied or agreed to levy ad valorem taxes on all taxable property in the Issuer, collectible in the years and amounts required to produce sums not less than 5%in excess of the principal of and interest on the Bonds as such principal and interest respectively become due;that,to take care of any accumulated or anticipated deficiency in the Fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of one of the authorized representatives of the Bond Registrar. IN WITNESS WHEREOF,the City of Edina,Hennepin County,Minnesota,by its City Council,has caused this Bond to be executed by the facsimile signatures of the Mayor and the Manager and has caused this Bond to be dated as of the date set forth below. CITY OF EDINA City Manager Mayor • -4- CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, St. Paul, Minnesota, as Bond Registrar 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 UNIF TRANS MIN ACT. . . . . . . . . . Custodian. . . . . . . . in common (Cust) (Minor) TEN ENT---as tenants under Uniform Transfers to Minors by the entireties Act. . . . . . . . . . . . . . . . . . . . . . . . . . (State) JT TEN—— as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and 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: -5- I PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICrE: The signature(s)to this OF ASSIGNEE: assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration, enlargement or any change whatsoever. Signature(s)must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar,which requirements include membership or participation in the Securities Transfer Association Medalion Program(STAMP)or such other"signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [End of Bond Form] Section 3. Bond Terms: Registration, Executive and Delivery. 3.01. Maturities, Interest Rates, Denominations,Payment, Dating of Bonds. The Issuer shall forthwith issue and deliver the Bonds, which shall be denominated"General Obligation Park and Recreation Refunding Bonds, Series 2005A." The Bonds shall be dated as of July 19,2005, shall be issuable in the denominations of$5,000 or any integral multiple thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from date of issue until paid or duly called for redemption at the rates per annum set forth opposite such years and amounts as follows: Year Amount Rate Year Amount Rate 2007 $400,000 3.50% 2013 $500,000 3.75% 2008 420,000 3.50% 2014 515,000 3.75% 2009 435,000 3.50% 2015 555,000 4.00% 2010 455,000 3.50% 2016 565,000 4.00% 2011 470,000 3.50% 2017 575,000 4.00% 2012 485,000 3.50% • The Bonds shall be issuable only in fully registered form, of single maturities. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar -6- • described herein,the principal amount thereof, shall be payable by check or draft issued by the Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication. 3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 2006, to the owners thereof as such appear of record in the bond register as of the close of business on the fifteenth day of the immediately preceding month,whether or not such day is a business day. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. 3.03. Registration. The Issuer shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent(the Registrar). The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Rester. The Registrar shall keep at its principal office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,transferred or exchanged. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer,in form satisfactory to the Registrar, duly executed by the registered owner • thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bond is surrendered by the registered owner for exchange,the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (0 Persons Deemed Owners. The Issuer and the Registrar may treat the person in • whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving -7- payment of, or on account of,the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Issuer upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds(except for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like amount,number, interest rate,maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it,in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, lost, stolen or destroyed Bond has already • matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 3.04. Aupointment of Initial Registrar. The Issuer hereby appoints U.S. Bank National Association in St. Paul,Minnesota, as the initial Registrar. The Mayor and Finance Director are authorized to execute and deliver, on behalf of the Issuer, a contract with U.S. Bank National Association, as Registrar. Upon merger or consolidation of the Registrar with another corporation,if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove any Registrar upon thirty(30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar. On or before each principal or interest due date, without further order of this Council,the Finance Director shall transmit to the Registrar from the 2005A Park and Recreation Refunding Bond Fund described in Section 5 hereof,moneys sufficient for the payment of all principal and interest then due. 3.05. Redemption. Bonds maturing in the years 2007 through 2015 are payable on their respective stated maturity dates without option of prior payment,but Bonds maturing in 2016 and 2017 are each subject to redemption, at the option of the Issuer and in whole or in part, and if in part, in the maturities selected by the Issuer and,within any maturity, in$5,000 principal amounts selected by the Registrar by lot, on February 1, 2015 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest to the date of redemption. -8- At least thirty days prior to the date set for redemption of any Bond,the Issuer shall cause notice of the call for redemption to be mailed to the Registrar and to the registered owner of each Bond to be redeemed,but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment,which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid,the Bonds or portions thereof so to be redeemed shall, on the redemption date,become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. Bonds in a denomination larger than $5,000 may be redeemed in part in any integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without charge,upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to be unredeemed portion of the Bond so surrendered. 3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Finance Director and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Manager;provided that said signatures may be printed, engraved, or lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so executed and authenticated,they shall be delivered by the City Manager to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 3.07. Securities Depository. (a) For purposes of this Section the following terms shall have the following meanings: "Beneficial Owner"shall mean, whenever used with respect to a Bond,the person in whose name such Bond is recorded as the beneficial owner'of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede &Co." shall mean Cede&Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York,New York. -9- • "Participant" shall mean any broker-dealer,bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter"shall mean the Representation Letter from the Issuer to DTC previously executed by the Issuer and on file with DTC. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede& Co., as nominee of DTC. The Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution,registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant,with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution,with respect to the • selection by DTC or-any Participant-of any person to receive.payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede& Co., as nominee of DTC,the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede& Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede& Co., the Bonds will be transferable to such new nominee in accordance with paragraph(d)hereof. (c) In the event the Issuer determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the Issuer may notify DTC and the Registrar,whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates.I In such event,the Bonds will be transferable in accordance with paragraph(d)hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph(d)hereof. (d) In the event that any transfer or exchange of Bonds is permitted under paragraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to -10- i the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede&Co.,its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including,without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. Section 4. Use of Proceeds. There is hereby established as a separate account known as the"Escrow Account"in the 2005A Park and Recreation Refunding Bond Fund referred to in Section 5 hereof. The proceeds of the Bonds in the amount of$5,584,454.87 shall be deposited into the Escrow Account and are irrevocably appropriated for the payment of interest to become due on the Bonds to and including February 1, 2006 (the "Crossover Date"), and for the payment and redemption of the principal amount of the Refunded Bonds on the Crossover Date. The Finance Director is hereby authorized and directed, simultaneously with the delivery of the Bonds,to deposit the proceeds of the Bonds in the Escrow Account, in escrow with U.S. Bank National Association, in St. Paul,Minnesota, a banking institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than$500,000, and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8,maturing on such dates and bearing interest at such rates as are required to provide funds sufficient,with cash retained in the escrow account,to make the above-described payments. The Mayor and City • Manager are hereby authorized to enter into an escrow agreement with said Bank establishing the --terms-and conditions for the escrow-account in accordance with Minnesota Statutes, Section 475.67. The remaining proceeds of the Bonds shall be applied to pay issuance expenses and any amounts not used for such purpose shall be deposited in the 2005A Park and Recreation Refunding Bond Fund referred to Section 5 hereof. Section 5. General Obligation Park and Recreation Refunding Bond Sinking Fund. The Bonds shall be payable from a separate Series 2005A General Obligation Park and Recreation Refunding Bond Sinking Fund(the Sinking Fund)which shall be created and maintained on the books of the Issuer as a separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. There shall be credited to the Sinking Fund the following: (a) Any amount initially deposited therein pursuant to Section 4 hereof. (b) All taxes levied and all other money which may at any time be received for or appropriated to the payment of the principal of or interest on the Bonds and all collections of any ad valorem taxes levied for the payment of the Bonds. (c) Any other funds appropriated by the Council for the payment of the Bonds. Section 6. Ad Valorem Taxes. The full faith and credit and taxing powers of the Issuer are irrevocably pledged for the prompt and full payment of the principal of and interest in the Bonds as the same become respectively due. For the purpose there is hereby levied upon all of the taxable property of the Issuer a direct, annual ad valorem tax,which shall be spread upon the . tax rolls prepared in each of the following years and collected with other taxes in the following years and amounts as follows: -11- Levy Collection Year Year Amount See Attached Tax Levy The foregoing tax levies are such that if collected in full they will produce at least five percent(5%)in excess of the amount needed to pay when due the principal of and interest due on the Bonds after the Crossover Date. This tax shall be irrevocably appropriated to the Sinking Fund as long as any of the Bonds are outstanding and unpaid;provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. Section 7. Full Faith and Credit Pledged. The full faith and credit of the Issuer are irrevocably pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants contained in this resolution. It is estimated that the ad valorem taxes levied and to be levied for the payment of the Bonds will be collected in amounts not less than five percent (5%) in excess of the annual principal and interest requirements of the Bonds after the Crossover Date. If the money on hand in the Bond Fund should at any time be insufficient for the payment of principal and interest then due,this Issuer shall pay the principal and interest out of any fund • of the Issuer, and such other fund or funds shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on October 1 in any year the scum of the balance in the Bond Fund plus the amount of taxes theretofore levied for the improvements financed by the Refunded Bonds and collectible through the end of the following calendar year is not sufficient to pay when due all principal and interest become due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 7, a direct,irrepealable, ad valorem tax shall be levied on all taxable property within the corporate limits of the Issuer for the purpose of restoring such accumulated or anticipated deficiency in accordance with the provisions of this resolution. Section 8. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the registered owners of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms,by dositing with the Registrar on or before that date an amount equal to the principal, interest and7edemption premium, if any, which are then due,provided that notice of such redemption has been duly given as provided herein. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to • the provisions of law now or hereafter authorizing and regulating such action,by depositing irrevocably in escrow,with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited,bearing interest payable at such time -12- , Tax Levy Calculation For: City of Edina, Minnesota $5,375,000 General Obligation Park and Recreation Refunding Bonds, Series 2005A Dated Date: 7/19/2005 Levy Collect Pay Total P & I Net Tax Year Year Year P & I x 105% Levy Levy 2005 / 2006 / 2007 599,137.50 629,094.38 629,094.38 629,100 2006 / 2007 / 2008 605,137.50 635,394.38 635,394.38 635,400 2007 / 2008 / 2009 605,437.50 635,709.38 635,709.38 635,800 2008 / 2009 / 2010 610,212.50 640,723.13 640,723.13 640,800 2009 / 2010 / 2011 609,287.50 639,751.88 639,751.88 639,800 2010 / 2011 / 2012 607,837.50 638,229.38 638,229.38 638,300 ---201-1--1-_2012-. / 2013-_ .__ 605,862.50 636,15563 - --636,155.63 - 636,200 2012 / 2013 / 2014 602,112.50 632,218.1'3 632,218.13 632,300 2013 / 2014 / 2015 622,800.00 653,940.80 653,940.00 654,000 2014 / 2015 / 2016 610,600.00 641,130.00 641,130.00 641,200 2015 / 2016 / 2017 598,000.00 627,900.00 627,900.00 627,900 Totals 6,676,425.00 7,010,246.25 7,010,246.25 7,010,800.00 Notes: The interest payment due February 1, 2006 will be paid from the Escrow Account. Original tax levies for collection years 2006 through 2016 on the Series 1996B Bonds will be cancelled. Excess bond proceeds in the amount of$3,733.36 will be deposited into the Debt Service Fund for the Series 2005A Bonds. EHLERS & ASSOCIATES INC • and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 9. County Auditor Registration, Certification of Proceedings, Investment of Money, Arbitrage, Official Statement and Fees. 9.01. County Auditor Registration. The City Manager is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register as required by law. 9.02. Certification of Proceedings. The officers of the Issuer and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney LLP,Bond Counsel to the Issuer, certified copies of all proceedings and records of the Issuer, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Issuer as to the facts recited therein. _9.03. Covenant. The Issuer covenants and _agrees with the holders from time to time of the Bonds that it will not take or permit to be taken b any of its officers,employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended(the "Code"), and Regulations promulgated thereunder(the Regulations), as such are enacted or promulgated and in effect on the date of issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The improvements financed by the Prior Bonds are public recreational facilities available for use by members of the general public on a substantially equal basis. The Issuer will not enter into any lease, use agreement or other contract respecting the improvements financed by the Prior Bonds or security for the payment of the Bonds which would cause the Bonds to be considered"private activity bonds"or"private loan bonds"pursuant to Section 141 of the Code. 9.04. Arbitrage Rebate. The Issuer shall take such actions as are required to comply with the arbitrage rebate requirements of paragraphs(2) and(3)of Section 148(f) of the Code. 9.05. Arbitrage Certification. The Mayor and the City Manager,being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certification in accordance with the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that • would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. -13- • 9.06. Official Statement. The Official Statement relating to the Bonds, dated June 9, 2005,prepared and distributed on behalf of the Issuer by Ehlers &Associates,Inc., is hereby approved. Ehlers &Associates, Inc. is hereby authorized on behalf of the Issuer to prepare and distribute to the Purchaser a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date,the underwriters and such other information relating to the Certificates required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. Within seven business days from the date hereof, the Issuer shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such supplement. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. Section 10. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission(the "SEC")under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12),relating to continuing disclosure(as in effect and interpreted from time to time,the "Rule"),which will enhance the marketability of the Bonds, the Issuer hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the • Outstanding Bonds. The Issuer is the-only"obligated person" in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the Issuer fails to comply with any provisions of this Section 10, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 10, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 10 constitute a default under the Bonds or under any other provision of this resolution. As used in this Section 10, "Owner"or`Bondowner"means,in respect of a Bond, the registered owner or owners thereof appearing in the;bond register maintained by the Registrar or any`Beneficial Owner"(as hereinafter defined)thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, `Beneficial Owner"means, in respect of a Bond, any person or entity which(i)has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond(including persons or entities holding Bonds through nominees, depositories or other intermediaries), or(b) is treated as the owner of the Bond for federal income tax purposes. As used herein, "Outstanding"when used as of any particular time with reference to Bonds means all Bonds theretofore, or thereupon being, • authenticated and delivered by the Registrar under this Resolution except(i)Bonds theretofore canceled by the Registrar or surrendered to the Registrar for cancellation; (ii) Bonds with respect -14- to which the liability of the Issuer has been discharged in accordance with Section 8 hereof; and (iii)Bonds for the transfer or exchange or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Registrar pursuant to this Resolution. (b) Information To Be Disclosed. The Issuer will provide,in the manner set forth in subsection(c)hereof, either directly or indirectly through an agent designated by the Issuer, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31,2004 the following financial information and operating data in respect of the Issuer(the "Disclosure Information"): (A) the audited financial statements of the Issuer for such fiscal year, accompanied by the audit report and opinion of the accountant or government auditor relating thereto, as permitted or required by the laws of the State of Minnesota, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the Issuer,prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under.Minnesota law, as in effect from time to time, or,if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the Issuer,noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the Issuer; and (B) To the extent not included in the financial statements referred to in paragraph(A)hereof,the information for such fiscal year or for the period most recently available of the type set forth below, which information may be unaudited,but is to be certified as to accuracy and completeness in all material respects by the Issuer's financial officer to the best of his or her knowledge, which certification may be based on the reliability of information obtained from governmental or third party sources: Current Property Valuations; Direct Debt; Tax Levies and Collections; Population Trend; Employment/bnemployment Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified,the Issuer shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and,within 10 days after the receipt thereof,the Issuer shall provide the audited financial statements. -15- Any or all of the Disclosure Information may be incorporated by reference,if it is updated as required hereby, from other documents, including official statements,which have been submitted to each of the repositories hereinafter referred to under subsection(b) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the Issuer have materially changed or been discontinued, such Disclosure Information need no longer be provided if the Issuer includes in the Disclosure Information a statement to such effect;provided,however, if such operations have been replaced by other Issuer operations in respect of which data is not included in the Disclosure Information and the Issuer determines that certain specified data regarding such replacement operations would be a Material Fact(as defined in paragraph(2)hereof), then, from and after such determination,the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 10 is amended as permitted by this paragraph(b)(1) or subsection(d),then the Issuer shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner,notice of the occurrence of any of the following events which is a Material Fact(as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a"Material Fact"is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a"Material Fact"is also an -16- event that would be deemed"material"for purposes of the purchase,holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the Issuer to provide the Disclosure Information required under paragraph(b)(1) at the time specified thereunder; (B) the amendment or supplementing of this Section 10 pursuant to subsection(d), together with a copy of such amendment or supplement and any explanation provided by the Issuer under subsection(d)(2); (C) the termination of the obligations of the Iissuer under this Section 10 pursuant to subsection(d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the Issuer. (c) Manner of Disclosure. The Issuer agrees to make available the information described • in subsection(b)to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph(1) of subsection(b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the "State Depository"), if any; (2) the information described in paragraphs (2) and(3)of subsection(b),to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3)the information described in subsection(b),to any rating agency then maintaining a rating of the Bonds and, at the expense of such Bondowner,to any Bondowner who requests in writing such information, at the time of transmission under paragraphs (1) or(2) of this subsection(c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term, Amendments; Interpretation. (1) The covenants of the Issuer in this Section 10 shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the Issuer under this Section 10 shall terminate and be without further effect as of any date on which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect that,because of legislative action or final judicial or administrative actions or proceedings, the failure of the Issuer to comply with the requirements of this Section 10 will not cause participating -17- . underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934,as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This Section 10(and the form and requirements of the Disclosure Information)may be amended or supplemented by the Issuer from time to time,without notice to (except as provided in paragraph(c)(3)hereof) or the consent of the Owners of any Bonds,by a resolution of the City Council filed in the office of the Clerk of the Issuer accompanied by an opinion of Bond Counsel,who may rely on certificates of the Issuer and others and the opinion may be subject to customary qualifications,to the effect that: (i) such amendment or supplement(a)is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity,nature or status of the Issuer or the type of operations conducted by the Issuer, or(b)is required by, or better complies with,the provisions of paragraph(b)(5)of the Rule; (ii)this Section 10 as so amended or supplemented would have complied with the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause(i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and(iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended,the Issuer agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for • the amendment and the effect,if any,of the change in the type of financial information or operating data being provided hereunder. Section 11. No Designation of Oualified Tax-Exempt Obligations. The Bonds,shall not be designated as "qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Code. Section 12. Severability. If any section,paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,paragraph or provision shall not affect any of the remaining provisions of this resolution. Section 13. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Section 14. Authorization of Payment of Certain Costs of Issuance of the Bonds. The Issuer authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Resource Bank&Trust Company, Minneapolis, Minnesota, on the closing date for further distribution as directed by the Issuer's financial advisor, Ehlers& Associates,Inc. Adopted this 21"day of June,2005. • -18- James Hovland Mayor Attest: Debra Man en Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Housh and upon vote being taken thereon, the following voted in favor thereof: Hovland,Housh,Masica, Swenson and Hulbert; and the following voted against the same: none; whereupon the resolution was declared duly passed and adopted. -19-