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HomeMy WebLinkAboutCCRes_96-20CERTIFICATION OF NIINUTES RELATING TO 51,645,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1996A Issuer: City of Falcon Heights, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held November 13, 1996, at 7:00 o'clock P.M., at the City Hall in Falcon Heights, Minnesota. Members present: Mayor Susan L. Gehrz, John Hustad, Laura Kuettel, Sam Jacobs and Jan Gibson Talbot Members absent: None Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 96-20 RESOLUTION PRESCRIBING. THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1.645.000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1996A I, the undersigned, being the duly qualified and acting recording officer of the municipality 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 municipality in my legal custody, from which they have been transcribed; that said documents are a correct and complete manuscript of the minutes of a meeting of the governing body of said municipality, 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 recording officer this ~~day of November, 1996. Administrative Assistant/Planner 1452997 Commissioner adoption: Jacobs introduced the following resolution and moved its RESOLUTION PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1,645,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1996A BE IT RESOLVED by the City Council of the City of Falcon Heights, Minnesota (the "Issuer"), as follows: Section 1. Authorization nd 4ale. 1.01 Tax Increment Financing Authorization Pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 through 469.179, inclusive and as amended (the "TIF Act"), the Issuer has established Tax Increment Financing District No. 1 within Development District No. 2, and Tax Increment Financing District No. 2 within Development District No. 1, and has amended the Development Programs and Tax Increment Financing Plans as of January 24, 1996. The Tax Increment Financing Plans provide for the issuance of bonds or other obligations by the Issuer pursuant to Section 469.178 of the TIF Act and Minnesota Statutes, Chapter 475 to provide funds for application as set forth in the Tax Increment Financing Plans. 1.02 Financing. pursuant to Section 469.178 of the TIF Act and Minnesota Statutes, Chapter 475, a municipality may issue general obligation bonds payable from tax increments to finance all or a portion of tax increment eligible expenditures. The Issuer has determined to issue its bonds in the principal amount of $1,645,000 on the terms provided for in this Resolution to finance a portion of the expenditures specified in the Tax Increment Financing Plans. 1.03 Negotiated Sale The Issuer has retained Springsted Incorporated, St. Paul, Minnesota, as its financial advisor in connection with the issuance of the bonds described in Section 1.02. The Issuer has delegated to Springsted Incorporated the authority to solicit offers to purchase the bonds and to negotiate the terms of the bonds with the purchaser submitting the best bid as determined by Springsted Incorporated. FBS Investment Services. Inc (the "Purchaser") has submitted to Springsted Incorporated its offer for the proposed terms for the sale of the Issuer's $1,645,000 General Obligation Tax Increment Bonds, Series 1996A (the "Bonds"), including the principal amount to mature in each year, the interest rate(s) to be borne by each maturity, the redemption features to apply to the Bonds, and other terms and conditions as specified herein, which offer has been determined by Springsted Incorporated to be the best offer and is hereby accepted. 1.05 Award. The sale of the Bonds is hereby awarded to the Purchaser on the terms specified herein. The Mayor and the City Administrator of the Issuer are hereby authorized and C~ 1452997 2 • directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the terms specified herein. Section 2. Bond Terms• Registration; Fxecution and Delivery . • 2.01. Issuance of and . 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 of the Issuer to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Matu_rities• TntPrect R tes and Denomina i~nc, The Bonds shall be originally dated as of December 1, 1996, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and principal amounts stated below, and shall bear interest from date of issue until paid at the respective annual rates set forth opposite such years and amounts, as follows: December 1 of the Year Amount ~g December 1 of the Year Amount 1999 $70,000 4.10 % 2006 $155,000 4, 75 2000 75,000 4.20 % 2007 165,000 4.875 2001 70,000 4.30 % 2008 170,000 5.00 % 2002 80,000 4.40 % 2009 180,000 5.10 2003 85,000 4.50 % 2010 190,000 5.20 2004 100,000 4.60 % 2011 200,000 5.20 2005 105,000 4.70 % 2.03. Book Entry~ystem The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. 2.04. Dates and Intere t Payment Date. Upon the initial delivery of the Bonds pursuant to Section 2.08, and upon any subsequent transfer or exchange pursuant to Section 2.07, the date of 1452997 3 • authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on each February 1 and August 1, commencing August 1, 1997, to the owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.05. Redemption. The Bonds maturing on or after February 1, 2007 are subject to redemption at the option of the Issuer on or after February 1, 2006 in whole or in part on any date at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. If optional redemption occurs in part, such redemption shall be in such order of maturity as the Issuer shall determine, and the Issuer will notify DTC of the particulaz amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Notice of such redemption shall be given not less than thirty (30) days prior to the date of redemption by written notice delivered by first class mail, postage prepaid, to the addresses of the holders of the Bonds as shown on the books of the Registrar. First Tr2u'~t6' Appointment of I itial Regist az. The Issuer hereby appoints National Association , iri St . Pau 1 , Minnesota, as the initial bond registrar, transfer agent and paying agent (the "Registrar"). The Mayor and the City Administrator are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary chazges of the Registrar for the services performed. The Issuer reserves the right to remove the 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 Registraz and shall deliver the bond register to the successor Registrar. 2.07. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust 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 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 • 1452997 4 • 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 Bonds are surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of alike aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney 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) I~roper or Unau horized 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 the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) 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 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 any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes. Fees and Charges. For every transfer or exchange of Bonds the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to 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 Iike 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 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 • 1452997 5 mutilated, destroyed, stolen or lost Bond has already matured 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. 2.08. Execution. Authentication and Delivery. The Bonds shall be prepazed under the direction of the City Administrator and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Administrator, 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 appeaz 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 he 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 the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been prepazed, executed and authenticated, the Finance Director 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. [Remainder of page intentionally left blank.] • 1452997 6 • 2.09. Form of Bonds. The Bonds shall be printed in substantially the following form: [Face of the Bonds) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF FALCON HEIGHTS GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1996A ~~ Maturjly Date of Original Issue IP December 1, 1996 • REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Falcon Heights, County of Ramsey, State of Minnesota (the Issuer), 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, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1997, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by in ,Minnesota, as Bond Registrar and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith, credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. • 1452997 7 • This Bond is one of an issue in the aggregate principal amount of $1,645,000 all of like date and tenor, except as to maturity date, interest rate, redemption date and denomination, issued, pursuant to a resolution adopted by the City -Council of the Issuer on November 13, 1996 (the Resolution), to finance certain eligible costs specified in Tax Increment Financing Plans for Tax Increment Districts Nos. 1 and 2 located within Development Districts 2 and 1, respectively within the boundaries of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 469.178 and Chapter 475. The costs to be paid from the proceeds of the Bonds include, but are not necessarily limited to, all or a portion, the costs of certain public street scaping improvements, road reconstruction, upgrading of utilities and installation of storm sewers (the "Improvements") within the Tax Increment Districts established by the Issuer pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 through 469.179, inclusive (the "TIF Act"). Debt service on the Bonds is expected to be paid from tax increments derived from the Tax Increment Districts, but such arrangement shall not relieve the Issuer of its obligations pursuant to its pledge of its full faith and credit and taxing powers to secure the payment of the Bonds. The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, • New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. The Bonds maturing on or after February 1, 2007 are subject to redemption at the option of the Issuer on or after February 1, 2006 in whole or in part on any date at a redemption price equal to the par amount thereof, plus accrued interest to the date of redemption. If optional redemption occurs in part, such redemption shall be in such order of maturity as the Issuer shall determine and the Issuer will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Notice of such redemption shall be given not less than thirty (30) days prior to the date of redemption by written notice delivered by first class mail, postage prepaid, to the addresses of the holders of the Bonds as shown on the books of the Registrar. • 1452997 8 • The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.* 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 Registraz, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the 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. 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 • it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed in regulaz and due form, time and manner as so required; that the Bonds are payable from a separate debt redemption fund of the Issuer, and from tax increments derived from the Tax Increment Financing Districts and certain other funds which have been appropriated to such fund; that, if necessary for payment of principal of and interest on the Bonds, ad valorem taxes are required to be levied upon alb 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 Registraz by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the Issuer, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Administrator and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF FALCON HEIGHTS, Delete? • 1452997 9 MINNESOTA Attest: facsimile sig Ire) j acsimile i nat ire. City Administrator Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. as Bond Registrar By: Authorized Representative • • 1452997 10 We certify that the above is a full, true and correct copy of the legal opinion rendered by • Bond Counsel on the issue of Bonds of the City of Falcon Heights, County of Ramsey, Minnesota, which includes the within Bond, dated as of the date of original delivery of and payment for the Bonds. (facsimile signature -Administrator) (facsimile signature -Mayor, City of Falcon Heights) 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 in common TEN ENT - as tenants by entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as Custodian for (Gust) (Minor) • under Uniform Transfers to Minors Act (State) 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: NOTICE: The 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. • 1452997 11 • PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. Section 3. Use of ProceedG. There is hereby established on the official books and records of the Issuer a Series 1996 Tax Increment Fund (the TIF Fund), and the Issuer shall continue to maintain the TIF Fund until payment of all costs and expenses incurred in connection with the improvements specified in the Tax Increment Financing Plans and financed by the Bonds have been paid. To the TIF Fund there shall be credited from the proceeds of the Bonds, exclusive of unused discount and accrued interest, an amount which together with other funds available for such purpose will be equal to the estimated cost of the improvements financed by the Bonds and from the TIF Fund there shall be paid all such construction costs and expenses. After payment of all construction costs, the TIF Fund shall be discontinued and any Bond proceeds remaining therein shall be credited against the debt service payments next due. All Bond proceeds not so transferred, shall be credited to the Series 1996 Tax Increment Bond Fund of the Issuer. All proceeds of the Bonds deposited in the TIF Fund will be expended solely for the payment of the costs of street scape amenities, road reconstruction, upgrade of utilities and installation of storm sewers for the Larpenteur Avenue project, and other tax increment eligible improvement costs described in the • Tax Increment Financing Plan (or other improvements authorized pursuant to Minnesota Statutes, Section 475.65, the TIF Act and the Tax Increment Financing Plans). All improvements so financed will be owned and maintained by the Issuer. The Issuer shall not enter into any lease, use or other agreement with any non-governmental person or the federal government relating to the use of the improvements 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 Internal Revenue Code of 1986, as amended (the Code) or to be federally guaranteed bonds under Section 149 of the Code. Section 4. Bond Fund a_nd Tax ,eve. 4.01. Sinking Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Issuer shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the Series 1996 Tax Increment Bond Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund (a) any amount in excess of $1,623,615 received from the Purchaser; (b) the sum of $ -o- from the proceeds of the Bonds to be utilized to pay interest on the Bonds through and including August 1; 1997; (c) the tax increments derived from the Tax Increment Districts (less any amounts subject to a prior pledge to another use); and (d) all other moneys as shall be appropriated by the City Council of the Issuer to the Bond Fund from time to time. If the balance in the Bond Fund is at any time insufficient to pay all interest and • 1452997 12 principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the • Issuer which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the City Council of the Issuer covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to pay any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. 4.02. Tax Increment Revenue ;~gposits to i king md. The Issuer hereby covenants and agrees with the registered owners from time to time of the Bonds, that until the Bonds are paid in full, or aze discharged as provided in Section 5, the Issuer will deposit in the Bond Fund the tax increments derived from the Tax Increment Districts (less any amounts subject to a prior pledge to another use) in an amount, together with amounts then on hand therein, equal to 105% of the annual debt service on the Bonds, which funds are hereby irrevocably pledged and appropriated to the payment of the Bonds herein authorized and interest thereon when due and shall be transferred to the Bond Fund in the required amounts prior to each February 1 and August 1 payment date for the Bonds. Nothing herein shall preclude the Issuer from hereafter making further pledges and appropriations of the Tax Increments for payment of additional obligations of the Issuer hereafter authorized if the City Council determines before the authorization of such additional obligations that the estimated revenues derived from the Tax Increments and equivalent amounts provided by the Issuer will be sufficient, together with any other sources pledged to the payment of the outstanding and additional obligations, for payment of the outstanding bonds and such additional obligations. Such further pledges and appropriations of revenues may be made superior or subordinate to or on a parity with, the pledge and appropriation herein made. • 4.03. P w .For the rom t and II r r full paymcnt •f the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and aze hereby irrevocably pledged. It is, however, presently estimated that the tax increments derived from the Tax Increment Districts and other funds appropriated to the Bond Fund pursuant to Section 4.01 hereof will provide sums not less than 5% in excess of principal and interest on the Bonds when due, and therefore no tax levy is presently required. . Section 5. Defeasance. When all of the Bonds have been dischazged 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 at any time dischazge 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 aze authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable • 1452997 13 at the holder's option on such dates as shall be required to pay all principal and interest to become • due thereon to maturity. Section 6. Tax Covenants and rbitrage Matters 6.01. Restrictive Action. The Issuer covenants and agrees with the 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 which would cause the interest payable on the Bonds to become subject to taxation under the Code and any regulations issued thereunder, in effect at the time of such action, and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. The Issuer represents and covenants that the proceeds of the Bonds shall be used to finance the improvements described herein, which is property owned by the Issuer and available for use by the Issuer solely for its governmental purposes. So long as the Bonds are outstanding, the Issuer will not enter into any lease, use agreement or other agreement or contract respecting said improvements and the security for the Bonds which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to the provisions of Section 141 of the Code or federally guaranteed bonds under Section 149 of the Code. 6.02 Certification. The Mayor and the City Administrator, 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 an abbitrage certificate in order to satisfy the provisions of the Code and the regulations promulgated thereunder. 6.03. Oualified Tax- xempt Oblig ~ n . In order to enhance the marketability of the Bonds, and since the Issuer does not reasonably expect to issue in excess of $10,000,000 of governmental or qualified 501(c)(3) bonds during calendaz year 1995, the Bonds aze hereby designated by the Issuer as "qualified tax-exempt obligations" pursuant to Section 265 (b)(3) of the Code. 6.04. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general taxing powers, that none of the Bonds is a "private activity bond" within the meaning of Section 141 of the Code, that 95% or more of the net proceeds of the Bonds are to be used for local governmental activities of the Issuer, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the Issuer and all subordinate entities thereof during the year 1995 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(C) of the Code, the Issuer shall not be required to comply with the arbitrage rebate requirements of pazagraphs (2) and (3) of Section 148(f) of the Code. • 1452997 14 Section 7. ~cial Statement R gistration by Division of ProAertv Rer~r~a~ and TaXat~nn and Certification of ProceedingY. 7.01. Official Statement. The Preliminary Official Statement relating to the Bonds. dated November 4 .1996. prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby appro~•ed, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. The officers of the Issuer, and Springsted Incorporated, aze hereby authorized and directed to prepare and furnish to the Purchaser a final Official Statement. 7.02. Registration. The City Administrator is directed to file with the Division of Property Taxation of Ramsey County a certified copy of this resolution, and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon the Auditor's bond register. 7.03. Prod. The officers of the Issuer and said County Auditor are authorized and directed to prepare and furnish to the Purchaser, and to Leonard, Street and Deinard, Professional Association, bond counsel, certified copies of all proceedings and records of the Issuer relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and mazketability of the Bonds as such facts appear from the officer's books and records or aze otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed • representations of the Issuer as to the correctness of all statements contained therein. Section 8. ontinui Dis .1n~»rP. In order to comply with Securities and Exchange Commission Rule 15c2-12 (the ''Rule"), the Issuer hereby undertakes, and covenants for the benefit of the holders from time to time of the Bonds, to make disclosure in accord with the "Undertaking to Pro~•ide Continuing Disclosure" attached hereto as Exhibit A, as such undertaking may be modified from time to time as provided therein. ~~ . Mayor ~ -- Attest: ~ ~ti/ v "~ City Administrator • 1452997 15 _ _ • The motion for the adoption of the foregoing resolution was duly seconded by Commissioner N/A and, upon vote being taken thereon, the following voted in favor thereof: Hustad Kuettel Jacobs Talbot and Ma or Gehrz and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. • 1452997 16 r ~~ • 85 E: SEVENTH PLACE, S[lITE 100 SA[NT PAllL, MN 55101-2143 612-223-3000 FAX:612-223-3002 SPRINGSTED Public Furc~ce Advisors FBS INVESTMENT SERVICES, INC. 51,645,000 CITY OF FALCON HEIGHTS, MINNESOTA GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1996A (BOOK ENTRY ONLY) AWARD: SALE: November 13, 1996 Moody's Rating: Al S Interest Net Interest True Interest • Bidder Ra tes Price Cost Rate FBS INVESTMENT SERVICES, INC. 4.10% 1999 $1,632,251.25 $789,821.46 5.0304% 4.20% 2000 4.30% 2001 4.40% 2002 4.50% .2003 4.60% 2004 4.70% 2005 4.75% 2006 4.875% 2007 5.00% 2008 5.10% 2009 5.20% 2010-2011 FIRSTAR BANK MILWAUKEE, N.A. 4.15% 1999 4.25% 2000 4.35% 2001 4.45% 2002 4.55% 2003 4.65% 20(}4 4.75% 2005 4.85% 2006 4.95% 2007 5.00% 2008 5.10% 2009 • 5.15% 2010 5.20% 2011 $1,633,353.40 $791,743.68 5.0420% (Continued) SAINT PAUL, MN ~ MINNEAPOLIS, MN BROOKFIELD, WI ~ OVERLAND PARK, KS .WASHINGTON, DC IOWA CITY, [A Interest Net Interest True Interest Bidder Rates Price Cost. Rate NORWEST INVESTMENT SERVICES, INC North Star Bank JOHN G. KINNARD & COMPANY INCORPORATED JURAN & MOODY, INC. PIPER JAFFRAY INC. MILLER & SCHROEDER FINANCIAL, INC. 4.10% 1999 4.20% 2000 4.30% 2001 4.40% 2002 4.50% 2003 4.60% 2004 4.70% 2005 4.80% _2006 4.90% 2007 5.00% 2008 5.10% 2009 5.20% 2010 5.25% 2011 4.00% 1999 4.20% 2000 4.30% 2001 4.40% 2002 4.50% 2003 4.60% 2004 4.70% 2005 4.80% 2006 4.90% 2007 5.00% 2008 5.10% 2009 5.20% 2010 5.25% 2011 4.10% 1999 4.20% 2000 4.30% 2001 4.40% 2002 4.50% 2003 4.60% 2004 4.70% 2005 4.80% 2006 4.90% 2007. 5.00% 2008 5.10% 2009 5.15% 2010 5.25% 2011 4.10% 1999 4.25% 2000 4.35% 2001 4.45% 2002 4.55% 2003 4.60% 2004 4.70% 2005 4.80% 2006 4.90% 2007 5.00% 2008 5.10% 2009 5.20% 2010 5.40% 2011 $1,631,840.00 $792,779.17 $1,630,195.00 $794,272.50 $1,626,798.50 $796,569.83 $1,625,260.00 $804,342.50 5.1350% 5.0496%~ 5.0621 • 5.0841 • (Continued) t R. Interest Net Interest True Interest Bidder Rates Price Cost Rate ~CRONIN & COMPANY, INCORPORATED 4.15% 1999 $1,624,858.10 $808,809.40 5.1671% 4.30% 2000 4.40% 2001 4.50% 2002 4.60% 2003 4.70% 2004 4.80% 2005 4.90% 2006 5.00% 2007-2008 5.10% 2009 5.20% 2010 5.35% 2011 DAIN BOSWORTH INCORPORATED 4.875% 1999-2005 $1,623,615.00 $826,798.54 5.2909% 4.90% 2006 5.00% 2007 5.10% 2008 5.20% 2009 5.30% 2010 5.40% 2011 These Bonds are being reoffered at par. LJ BBI: 5.67% Average Maturity: 9.55 Years • EXHIBIT A CONTINUING DISCLOSURE UNDERTAKING In order to permit participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (as in effect and interpreted from time to time, the "Rule"), the City of Falcon Heights, Minnesota (the Issuer) covenants and agrees, for the benefit of the Owners (as hereinafter defined) from time to time of any Bonds which are Outstanding, to provide annual reports of specified information and notice of the occurrence of certain events, if material, as hereinafter described (the "Disclosure Covenants"). The Issuer is the only "obligated person" with respect to the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The Issuer has complied in all material respects with any undertaking previously entered into by it under the Rule. Breach of the Disclosure Covenants will not constitute a default under the Bond Resolution or the Bonds. A broker or dealer is to consider a known breach of the Disclosure Covenants, however, before recommending the purchase or sale of Bonds in the secondary market. Thus, a failure on the part of the Issuer to observe the Disclosure Covenants may adversely affect the transferability and liquidity of the Bonds and their market price. • As used herein, "Owner" or "Bondowner" means with respect to a Bond, the registered holder or holders 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, with respect to 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 (ii) is treated as the owner of the Bond for federal income tax purposes. Information to be Disclosed The Issuer will provide, in the manner set forth under "Manner of Disclosure" below, either directly or indirectly through an agent designated by the Issuer, the following information at the following times: Annual Information On or before 365 days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 1997, the following financial information and operating • data (the "Disclosure Information"): 1452997 A-1 • (A) The audited financial statements of the Issuer for such fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Boazd as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standazds Boazd 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 officers of the Issuer; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, information of the type set forth below (identified by captions used in the Official Statement relating to the Bonds), 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 other third party sources: City Property Values City Indebtedness • City Tax Rates, Levies and Collections Funds on Hand City Improvements General Information Concerning the City Governmental Organization and Services Annual Financial Statements 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. Any or all of the Disclosure Information may be incorporated, if it is updated as required by the Disclosure Covenants, by reference from other documents, including official statements. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Boazd (the "MSRB"). 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 1452997 A-2 which data is not included in the Disclosure Information and the Issuer determines that certain specified data regarding such replacement operations would be material to the security for the Bonds, 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 the Disclosure Covenants are amended, then the Issuer is to include in the next Disclosure Information to be delivered under the Disclosure Covenants, 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 operation data provided. No such amendment shall be made if the effect thereof would violate the Rule. Certain Material Events In a timely manner, notice of the occurrence of any of the following events, if material (the "Material Events"): (1) Principal and interest payment delinquencies; (2) Non-payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting fmancial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) 7 Adverse tax opinions or events affecting the tax-exempt status of the security; • ( ) Modifications to rights of security holders; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the securities; and (11) Rating changes. Certain Other Information In a timely manner, notice of the occurrence of any o€the following events or conditions: (A) the failure of the Issuer to provide the Disclosure Information at the time specified under "Annual Information" above; (B) the amendment or supplementing of the Disclosure Covenants, together with a copy of such amendment or supplement and any explanation provided by the Issuer under the Disclosure Covenants; and (C) the termination of the obligations of the Issuer under the Disclosure Covenants. • 1452997 A-3 • Manner of Disclosure The Issuer agrees to deliver the information described under "Information to be Disclosed" above to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described under "Annual Information" and "Audited Financial Statements" above, to each then nationally recognized municipal securities information repository (each, a "NRMSIR") under the Rule and to any statement 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 under "Certain Material Events" and "Certain Other Information" above, to the Municipal Securities Rulemaking Board, each NRMSIR and to the State Depository, if any; and (3) all information described under "Information to be Disclosed" to any rating agency then maintaining a rating of the Bonds and, at the expense of such Bondholder, to any bondholder who requests in writing such information, at the time of transmission under clauses (1) or (2) above, 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. • Term The Disclosure Covenants shall remain in effect until all Bonds have been paid or defeased under the Bond Resolution. Notwithstanding the preceding sentence, however, the Disclosure Covenants shall terminate and be without further effect as of any date on which the Issuer receives and discloses (as an additional Material Event) 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 Disclosure Covenants 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. Amendments; Interpretation The Disclosure Covenants (and the form and requirements of the Disclosure Information) may be amended or supplemented by the Issuer from time to time, without notice to or the consent of the Owners of any Bonds, by a resolution of the governing body of the Issuer filed with the Registrar accompanied by an opinion of Bond Counsel, who may rely on the 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 tas29v~ - A-4 • provisions of paragraph (b)(5) of the Rule; (ii) the Disclosure Covenants 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. The Disclosure Covenants are to be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Default; Remedies If the Issuer fails to comply with any of the Disclosure Covenants, 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 such covenant. Direct, indirect, consequential and punitive damages shall not be recoverable, however, for any default thereunder to the extent permitted by law. In no event shall a default under the Disclosure Covenants constitute a default under the Bonds or under any other provision of the Bond • Resolution. 1452997 A-5