Loading...
HomeMy WebLinkAboutResolution - 2005-82 - Mitchell Road/Technology Drive Improvements - $2,390,000 General Obligation Improvement Bonds, Series 2005A - 06/21/2005 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2005-82 RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF$2,390,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2005A BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the City), as follows: SECTION 1. ESTABLISHMENT. AUTHORIZATION AND SALE. 1.01. Permanent Improvement Revolving Fund Establishment. The City has, and will continue to have, a need for substantial improvements to its infrastructure and wishes to establish a system for the financing of those improvements on a consistent basis. Minnesota Statutes, Section 429.091, Subdivision 7a, authorizes the City to establish a revolving fund for the payment of the costs of any improvement described in Minnesota Statutes, Section 429.021, or any waterworks systems, sewer systems, or storm sewer systems described in Minnesota Statutes, Section 444.075, (all such improvements and systems being referred to herein as Improvements) and for the payment of any obligations issued to pay the costs of Improvements or to refund obligations issued for those purposes. This Council hereby creates a revolving fund as contemplated by Minnesota Statutes, Section 429.091, Subdivision 7a, to be designated as the Permanent Improvement Revolving Fund(the Fund),which shall be maintained as a separate and special bookkeeping account on the official books of the City until all obligations have been fully paid, or the City's obligation with reference to such obligations has been discharged as provided in the resolutions under which such obligations were issued. Within the Fund, the following accounts are created: a Revenue Account and a Debt Service Account. This Council shall, from time to time as necessary, issue and sell general obligation bonds (the Obligations), to finance the cost of various Improvements (the Improvements financed by each series of Obligations are referred to herein as a Project), each series of Obligations to be issued pursuant to a resolution of this Council (the Resolution). No Obligations may be issued for a Project unless either(i) at least 20 percent of the costs of such Project is to be assessed against benefited property or(ii)the Council estimates that the costs will be recovered from the net revenues of the waterworks system, sewer system, or storm sewer system operated by the City, or a combination of net revenues and special assessments. Each series of the Obligations shall be payable primarily from a Debt Service Fund established or designated in the Resolution and the proceeds of each series of Obligations shall be used to defray in whole or in part any expenses incurred or estimated to be incurred in making the Improvements, including every item of cost of the kinds authorized by Minnesota Statutes, Section 475.65, or to refund Bonds previously issued under this Ordinance or under Minnesota Statutes, Chapter 429, or Sections 115.46 or 444.075. The Obligations shall be general obligations to which the full faith and credit of the City are pledged. If the special assessments to be levied and net revenues estimated to be available for their payment are estimated to be at least 20 percent of the principal amount of the Obligations, the Obligations may be issued without an election and shall not be included in determining the net indebtedness of the City under the provisions of any law limiting net indebtedness. When all conditions exist precedent to the offering for sale of Obligations,this Council may issue and sell temporary Obligations not exceeding the total amount authorized, maturing in not more than three years from the date the temporary Obligations are issued, in anticipation of the issuance of the Obligations. To the extent that the principal of and interest on the temporary bonds cannot be paid when due from other sources pledged or appropriated for the purpose, they shall be paid from the proceeds of permanent Obligations or additional temporary Obligations which this Council shall offer for sale in advance of their maturity;but the indebtedness funded by an issue of temporary Obligations shall not be extended by the issue of additional temporary Obligations for more than six years from the date of the first issue. The holders of any temporary Obligations shall have and may enforce,by mandamus or other appropriate proceedings, all rights respecting the levy and collection of taxes that are granted by law to holders of permanent Obligations, except the right to require the levies to be collected prior to the maturity of the temporary Obligations. If any temporary Obligations are not paid in full at maturity,the holders may require the issuance in exchange for them, at par, of new temporary Obligations maturing within one year from their date of issue but not subject to any other maturity limitation, and bearing interest at the maximum rate permitted by law. This Council may by resolution adopted prior to the sale of any temporary Obligations pledge the full faith, credit, and taxing power of the City for the payment of the principal and interest, in addition to all provisions made for their security in the authorizing resolution. If it does so,the temporary Obligations will be designated as general obligation temporary Obligations, and this Council shall levy taxes for their payment in accordance with this section. The proceeds of any Obligations received by the City, exclusive of unused discount and accrued interest, shall be deposited in one or more Construction Funds (each a Construction Fund) created or designated in the Resolution and used to pay costs of the Projects or such other Improvements as the Council may designate, or in the case of refunding Obligations, the net proceeds shall be deposited either in an escrow account as provided in Minnesota Statutes, Section 475.67, or in the fund or account from which the refunded Obligations are payable. A special subaccount shall be created within the Construction Fund for each Project, and Bond proceeds,Revenues any other revenues appropriated by the Resolution for that Project shall be held and accounted for therein. When a Project has been completed and its costs paid, or if the Council determines to abandon the Project, any amounts remaining in the subaccount for that Project shall be transferred to the Revenue Account in the Infrastructure Management Fund. All revenues,which shall include all (i) special assessments levied with respect to Improvements financed or refinanced through the Fund; (ii)utility revenues pledged or appropriated to the Fund with respect to Improvements financed or refinanced through the Fund, (iii) taxes levied with respect to any Obligations or Improvements financed or refinanced through the Fund; (iv)proceeds of any federal or state grants received with respect to, or appropriated for the purpose of, any Improvements financed or refinanced through the Fund; and(v) other 2 moneys at any time pledged or appropriated by this Council for the purpose of the Fund, (the Revenues) are irrevocably pledged and appropriated and shall be credited to the Fund as received. Notwithstanding the foregoing,no taxes levied or amounts appropriated by this Council as a result of a deficiency in the Revenues for the payment of any Obligations (the Deficiency Amounts) shall be considered as part of the Revenues, and any Deficiency Amounts shall be deposited as received to the Debt Service Fund of the Obligations with respect to which such deficiency exists. The Revenue Account is established as a separate and special bookkeeping account within the Fund. All Revenues shall be deposited, as received, into the Revenue Account. On July 1 in each year, commencing July 1, 2005,there shall be transferred from the Revenue Account to the Debt Service Account an amount sufficient,with amounts then on hand in the Debt Service Account, to pay the principal of and interest on all Obligations due or to become due through the next succeeding June 30. If the balance on hand in the Revenue Account is not sufficient on any July 1 to make the required transfer to the Debt Service Account in full, all Revenues thereafter received in the Revenue Account shall be immediately transferred to the Debt Service Account until the balance therein reaches the required level. So long as there is no deficiency in amounts required to be transferred to the Debt Service Account, amounts on hand in the Revenue Account may be transferred, as needed, to the subaccount for any Project within any Construction Fund. The Debt Service Account is established as a separate and special bookkeeping account within the Fund. On each July 1, a transfer shall be made from the Revenue Account, and if the transfer from the Revenue Account is not sufficient,the Revenues thereafter received by the City shall be transferred, as received, to Debt Service Account until the balance on hand in the Debt Service Account equals the sum of(i)the principal and premium, if any, due on any Obligations on and before the next succeeding July 1 whether by reason of stated maturity or through operation of the mandatory redemption of any term Obligations under the Resolution,plus (ii) interest due on any Obligations on and before the next succeeding July 1. If on any interest payment date there are not sufficient amounts on deposit in the Debt Service Account to pay the total amount of interest and principal coming due on such interest payment date,the City shall transfer any moneys then on deposit to the credit of the Revenue Account, in an amount equal to such deficiency, to the Debt Service Account. There are hereby established two accounts in the Debt Service Account, designated as the Debt Service Subaccount and the Surplus Subaccount. During each Bond Year(i.e., each twelve month period commencing on July 1 and ending on the following June 30), as monies are received into the Debt Service Account, the Treasurer shall first deposit such monies into the Debt Service Subaccount until an amount has been appropriated thereto sufficient to pay all principal and interest due on the Obligations through the end of the Bond Year. All subsequent monies received in the Debt Service Subaccount during the Bond Year shall be appropriated to the Surplus Subaccount. If at any time the amount on hand in the Debt Service Subaccount is insufficient for the payment of principal and interest then due,the Treasurer shall transfer to the Debt Service Subaccount amounts on hand in the Surplus Subaccount to the extent necessary to 3 cure such deficiency. Investment earnings (and losses) on amounts from time to time held in the Debt Service Subaccount and Surplus Subaccount shall be credited or charged to said accounts. On the business day preceding each date on which principal of or interest on any Obligations are to be paid by the City in accordance with the Resolution,the Clerk shall,without further direction by the Council, transfer from the Debt Service Account to the Debt Service Fund from which such Obligations are payable an amount sufficient to pay such principal and interest. If the aggregate balance in the Debt Service Account is at any time insufficient to pay when due all principal of and interest on all Obligations payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Revenue Account when the balance therein is sufficient, and this Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. All Obligation proceeds and Revenues on hand in the Fund shall be deposited or invested in accordance with Minnesota Statutes, Chapter 118A. All securities so purchased shall mature at or before the time when it is estimated that the proceeds thereof will be needed for the purposes of the Account from which funds are withdrawn for the purchase. All income, gain and loss on such investments will be credited or charged, as the case may be, to the Account from which the investment was made. When all of any outstanding Obligations have been discharged as provided in the Resolution, all pledges, covenants and other rights granted herein to the holders of any such Obligations shall cease. At that time the Council may determine to terminate the Fund, and may appropriate any moneys on hand therein for any other City purpose. 1.02. Authorization. The City Council hereby determines that it is in the best interest of the City to issue its $2,390,000 principal amount of General Obligation Permanent Improvement Revolving Fund Bonds, Series 2005A(the Bonds)to finance from the Permanent Improvement Revolving Fund the costs of various public improvements in the City described in Exhibit I attached hereto (the Projects). 1.03. Sale. Pursuant to the Official Statement prepared on behalf of the City by Northland Securities, Inc., financial advisor to the City, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened,publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of in , and associates (the Purchaser), to purchase the Bonds at a price of$ plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 4 SECTION 2. BOND TERMS: REGISTRATION; EXECUTION AND DELIVERY. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist,to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Pa neat. The Bonds shall be originally dated as of July 1, 2005, shall be in the denomination of$5,000 each, or any integral multiple thereof, of single maturities, shall mature on December 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption, at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2006 $ % 2011 $ % 2007 2012 2008 2013 2009 2014 2010 2015 [REVISE MATURITY SCHEDULE FOR ANY TERM BONDS] The Bonds shall be issuable only in fully registered form. The interest thereon and,upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein; provided that, so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.08 hereof,principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on June 1 and December 1 in each year, commencing June 1, 2006, each such date being referred to herein as an Interest Payment Date,to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the month immediately preceding the Interest Payment Date,whether or not such day is a business day. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. 2.04. Redemption. Bonds maturing in 2014 and later years shall be subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select and,within a maturity,by lot as selected by the Registrar (or, if applicable,by the securities depository in accordance with its customary procedures) in multiples of$5,000, on December 1, 2013, and on any date thereafter, at a price equal to the 5 principal amount thereof and accrued interest to the date of redemption. The City Manager shall cause notice of the call for redemption thereof to be published as required by law, and at least thirty days prior to the designated redemption date, shall cause notice of call for redemption to be mailed,by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof. No defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid,the Bonds or portions of Bonds so to be redeemed shall, on the redemption date,become due and payable at the redemption price therein specified and from and after such date(unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS] [Bonds maturing on December 1, 20 and 20 (the Term Bonds) shall be subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date,without premium. The Registrar shall select for redemption,by lot or other manner deemed fair, on December 1 in each of the following years the following stated principal amounts of such Bonds: Year Principal Amount The remaining$ stated principal amount of such Bonds shall be paid at maturity on December 1, 20 Year Principal Amount The remaining$ stated principal amount of such Bonds shall be paid at maturity on December 1, 20 Notice of redemption shall be given as provided in the preceding paragraph.] 2.05. Appointment of Initial Re istrar. The City hereby appoints Wells Fargo Bank, National Association in Minneapolis,Minnesota, as the initial bond registrar,transfer agent and paying agent(the Registrar). The Mayor and City Manager are authorized to execute and 6 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 organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar, effective upon not less than thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re ister. The Registrar shall keep at its principal corporate trust office a register(the 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. The term Holder or Bondholder as used herein shall mean the person (whether a natural person, corporation, association,partnership, trust, governmental unit, or other legal entity) in whose name a Bond is registered in the Bond Register. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the Holder thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly authorized by the Holder 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. (c) Exchange of Bonds. At the option of the Holder of any Bond in a denomination greater than $5,000, such Bond may be exchanged for other Bonds of authorized denominations, of the same maturity and a like aggregate principal amount, upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any Bond is so surrendered for exchange the City shall execute and the Registrar shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. (d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of. The Registrar shall furnish the City at least once each year a certificate setting forth the principal amounts and numbers of Bonds canceled and destroyed. (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 7 the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the Bond Register as the absolute owner of the Bond,whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of,the principal of and interest on the Bond and for all other purposes; and all payments made to or upon the order of such Holder shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds(except for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost,upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds,within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager,provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such 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 the date of delivery of such Bond. 8 Notwithstanding such execution,no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond, substantially in the form provided in Section 2.09,has been 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 any Bond shall be conclusive evidence that it has been duly authenticated and delivered under this Resolution. When the Bonds have been prepared, executed and authenticated,the City Manager shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean,whenever used with respect to a Bond,the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede &Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York,New York. "Participant" shall mean any broker-dealer,bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter pursuant to which the City agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution,registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of an Bonds with respect to the accuracy of an records maintained b DTC or an Y p Y Y Y Y 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 9 of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede &Co., the Bonds will be transferable to such new nominee in accordance with paragraph(e)hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the Registrar,whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph(e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph(e) hereof. (d) The execution and delivery of the Representation Letter to DTC, if not previously filed with DTC,by the Mayor or City Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede &Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation,the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form: 10 UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF EDEN PRAIRIE GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BOND, SERIES 2005A Interest Rate Maturity Date Date of Original Issue CUSIP No. % December 1, 20_ July 1,2005 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF EDEN PRAIRIE,Minnesota(the City) acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent Interest Payment Date(as hereinafter defined) to which interest has been paid or duly provided for, at the annual interest rate specified above,payable on June 1 and December 1 in each year, commencing June 1, 2006 (each such date, an Interest Payment Date), all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid 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 calendar month immediately preceding the Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender hereof at the principal office of the agent of the Registrar described below, the principal hereof are payable in lawful money of the United States of America by check or draft drawn on Wells Fargo Bank,National Association in Minneapolis, Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein(the Registrar). For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue(the Bonds) in the aggregate principal amount of$2,390,000 issued pursuant to a resolution adopted by the City Council on June 21, 2005 (the Resolution), to provide funds to be deposited to the Permanent Improvement Revolving Fund of the City, a permanent fund established for the financing of local improvements for which special assessments may be levied against property specially benefited thereby, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds are issuable only in fully registered form, in the denomination of$5,000 or any integral multiple thereof, of single maturities. 11 B ion andprepayment at onds maturing m 2014 and later years shall be subject to redemption the option of the City, in whole or in part, in such order of maturity dates as the City may select and, within a maturity,by lot as selected by the Registrar(or, if applicable,by the bond depository in accordance with its customary procedures) in multiples of$5,000, on December 1, 2013, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The City shall cause notice of the call for redemption thereof to be published as required by law, and at least thirty days prior to the designated redemption date, shall cause notice of call for redemption to be mailed,by first class mail, to the registered holders of any Bonds, at the holders' addresses as they appear on the bond register maintained by the Bond Registrar. No defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date,become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. [COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS- ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS] [Bonds maturing in the year 20 and 20 shall be subject to mandatory redemption, at a redemption price equal to their principal amount plus interest accrued thereon to the redemption date, without premium, on December 1 in each of the years shown below, in an amount equal to the following principal amounts: Term Bonds Maturingin n 20__ Term Bonds Maturingin n 20-- Sinking Fund Aggregate Sinking Fund Aggregate Payment Date Principal Amount Payment Date Principal Amount Notice of redemption shall be given as provided in the preceding paragraph.] 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 agent 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 designated 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 any such transfer or exchange. 12 The Bonds have been designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986. 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 as herein provided and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede&Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository,the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede &Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. IT IS HEREBY CERTIFIED,RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that prior to the issuance hereof the City has levied or agreed to levy special assessments on property specially benefited by the improvements financed by the Bonds and ad valorem taxes on all taxable property within the City, collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated such special assessments and ad valorem taxes to the Revenue Account(the Revenue Account) of its Permanent Improvement Revolving Fund established by the Resolution; that, on or before each date the City is obligated to pay principal of or interest on the Bonds, the City will transfer from its Revenue Account to a separate General Obligation Permanent Improvement Revolving Fund Bonds, Series 2005A Debt Service Account an amount sufficient for the payment of such principal and interest on such date; that if necessary for payment of principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City,without limitation as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional, charter or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. 13 IN WITNESS WHEREOF,the City has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and City Manager. CITY OF EDEN PRAIRIE, MINNESOTA (facsimile signature—Mayor) (facsimile signature—City Manager) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. Date of Authentication: WELLS FARGO BANK,NATIONAL ASSOCIATION, as 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 the applicable laws or regulations: TEN COM- as tenants in common UTMA ................... as Custodian for..................... (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act .............. (State) JT TEN- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond,with 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 enlargement or any change whatsoever. 14 Signature Guaranteed: Signature(s)must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar,which requirements include membership or participation in STAMP or such other"signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: [end of bond form] SECTION 3. USE OF PROCEEDS. The proceeds of the Bonds received by the City, exclusive of unused discount,pre-issuance accrued interest and capitalized interest, if any, shall be deposited in the Construction Fund established in Section 4 hereof and used to pay costs of the Projects or such other Improvements as the Council may designate. SECTION 4. CONSTRUCTION FUND. The City hereby establishes the Permanent Improvement Revolving Fund Series 2005A Construction Fund(the Construction Fund) as a separate bookkeeping account on its books and records. There shall be deposited into the Construction Fund,when and as received, the amount specified in Section 3 hereof. There shall be established a separate account within the Construction Fund to record expenditures for each Improvement. The moneys in the Construction Fund will be disbursed by the City, in accordance with this Resolution and the City's normal procedures, to pay(or reimburse the City for) the costs of the Projects, including also the issuance costs of the Bonds. At such time as the Projects are completed the City shall transfer any remaining balance in the Construction Fund as provided herein. SECTION 5. GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2005A BOND FUND. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid,the City shall maintain a separate debt service fund on its official books and records to be known as the General Obligation Permanent Improvement Revolving Fund Bonds, Series 2005A Bond Fund(the Bond Fund)within the Debt Service Account of the Permanent Improvement Revolving Fund(as described herein,the Debt Service Account), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The City irrevocably appropriates to the Bond Fund(a) any amount received from the Purchaser in excess of the amount required by Section 3 hereof to be deposited in the Construction Fund; (b) all moneys transferred with respect to the Bonds from other accounts within the Permanent Improvement Revolving Fund to the Debt Service Account in accordance with this Resolution; and(c) all other moneys as shall be appropriated by the City Council to the Bond Fund from time to time. On the business day preceding each date on which principal of or interest on the Bonds are to be paid by the City in accordance with this resolution, the City Manager shall, without further direction by the Council, transfer from the Debt Service Account in the Permanent Improvement Revolving Fund to the Bond Fund an amount sufficient to pay such principal and interest. If the aggregate balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement 15 from the Permanent Improvement Revolving Fund when the balance therein is sufficient, and the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. SECTION 6. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the payment of the cost of the Projects, the City has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20%of the cost of each of the improvements financed by the Bonds. The City estimates it will levy special assessments in the aggregate principal amount of$ . It is estimated that the principal and interest on such special assessments will be levied and collected in the years and amounts shown on Exhibit A attached hereto. In the event any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or by the City Council or by any of the officers or employees of the City, either in the making of such assessment or in the performance of any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon said property. The collections of the special assessments shall be deposited, as received, into the Revenue Account. SECTION 7. PLEDGE OF TAXING POWERS. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively come due,the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. However, the City presently estimates that the special assessments described herein,together with any funds to be appropriated by the City to the Bond Fund,will be at least five percent in excess of the amounts needed to meet when due the principal and interest payments on the Bonds and therefore no ad valorem taxes are required to be levied at this time. 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 Holders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also 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 the Registrar or with a bank qualified by law to act as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited for such purpose, bearing interest payable at such times and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been irrevocably provided for,to an earlier designated redemption date. Provided,however, that if such deposit is made more than ninety days before the maturity date or specified redemption date of the Bonds to be discharged,the City shall have received a written opinion of Bond Counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant or investment banking firm verifying that the deposit is sufficient 16 to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or earlier designated redemption date. SECTION 9. TAX COVENANTS: ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 9.01. General Tax Covenant. The City agrees with the registered owners 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 that would cause interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended(the Code) and applicable Treasury Regulations (the Regulations), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. All proceeds of the Bonds deposited in the Construction Fund will be expended for payment of the costs of the Project, except that any excess over that required for the Project may be expended as provided herein. The Improvements are and will be owned and maintained by the City and available for use by members of the general public on a substantially equal basis. The City shall not enter into any lease,management contract, use agreement, capacity agreement or other agreement with any non-governmental person relating to the use of the Improvements, or any portion thereof, or security for the payment of the Bonds which might cause the Bonds to be considered"private activity bonds"or"private loan bonds"pursuant to Section 141 of the Code. 9.02. Arbitrage Certification. The Mayor and City Manager being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable 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. 9.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes,unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"of the Bonds (other than amounts constituting a"bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 9.04. Qualified Tax-Exempt Obligations. The Council hereby designates the Bonds as "qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3)bonds under Section 145 of the Code as private activity bonds for the purpose of this representation)which will be issued by the City and all subordinate entities during calendar year 2005 does not exceed $10,000,000. 17 9.05. Reimbursement. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the Projects which the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless,with respect to such prior expenditures, the City shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations; provided that this certification shall not apply(i)with respect to certain de minimis expenditures, if any, with respect to the Projects meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii)with respect to "preliminary expenditures" for the Projects as defined in Section 1.1 50-2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses,which in the aggregate do not exceed 20%of the"issue price"of the Bonds. 9.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure(as in effect and interpreted from time to time, the Rule),which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner(as hereinafter defined)thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein,Beneficial Owner means, in respect of a Bond, any person or entity which(i)has the power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or(b) is treated as the owner of the Bond for federal income tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c)hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2004, the following financial information and operating data in respect of the City(the Disclosure Information): 18 (A) the audited financial statements of the City for such fiscal year, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) to the extent not included in the financial statements referred to in paragraph(A) hereof, an update of the operating and financial data of the type of information contained in the Official Statement under the captions ECONOMIC AND FINANCIAL INFORMATION; SUMMARY OF DEBT AND DEBT STATISTICS; GENERAL INFORMATION- "Major Employers"and "Building Permits." Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof,the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection(c) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact(as defined in paragraph (2)hereof), then, from and after such determination,the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection(d),then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. 19 (2) In a timely manner,notice of the occurrence of any of the following events which is a Material Fact(as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy,hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event that would be deemed material for purposes of the purchase,holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner,notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph(b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection(d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection(d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection(d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. The City agrees to make available the information described in subsection(b)to the following entities by telecopy, overnight delivery,mail or other means, as appropriate: (1) the information described in paragraph(1) of subsection(b),to each then nationally recognized municipal securities information repository under the Rule and to any 20 state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the State Depository), if any; (2) the information described in paragraphs (2) and(3) of subsection(b),to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection(b), to any rating agency then maintaining a rating of the Bonds at the request of the City and, at the expense of such Bondowner, to any Bondowner who requests in writing such information, at the time of transmission under paragraphs (1) or(2) of this subsection(c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence,however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that,because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section(and the form and requirements of the Disclosure Information)may be amended or supplemented by the City from time to time,without notice to (except as provided in paragraph(c)(3)hereof) or the consent of the Owners of any Bonds,by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel,who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity,nature or status of the City or the type of operations conducted by the City, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause(i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and(iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the 21 reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. SECTION 10. CERTIFICATION OF PROCEEDINGS. 10.01. Registration of Bonds. 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 additional information as the County Auditor may require, and to obtain from the County Auditor a certificate that the Bonds have been duly entered upon the County Auditor's bond register. 10.02. Authentication of Transcript. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey&Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. 10.03. Official Statement. The Official Statement relating to the Bonds, dated , 2005, relating to the Bonds prepared and distributed by Northland Securities, Inc., the financial advisor for the City, is hereby approved. Northland Securities, Inc., is hereby authorized on behalf of the City to prepare and distribute to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission(the SEC)under the Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. ADOPTED by the City Council of the City of Eden Prairie this 21St day of June, 2005. N T a- s,Mayor ATTEST: Kath en Porta, City Clerk 22