HomeMy WebLinkAboutCCRes_93-08CERTIFICATION OF MINUTES RELATING TO
1,170, 000 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS OF 1993
Issuer: City of Falcon Heights, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on January 27, 1993
at 7:00 o'clock p.m., at the City Hall.
Members present: Mayor Tom Baldwin, Council Members: Sam Jacobs, Paul Ciernia,
Jan Gibson Talbot
Members absent: Council Member Susan Gehrz
Documents Attached:
Minutes of said meeting (pages): 1 through 20
R-93-08
RESOLUTION RELATING TO $1,170 , OOCGENERAL OBLIGATION TAX
IlVCREMENT REFUNDING BONDS OF 1993; AUTHORIZING THE
ISSUANCE, AWARDING THE SALE, FIXIIVG THE FORM AND DETAILS,
AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND
THE SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the obligations referred to in the title of this
certificate, certify that the documents attached hereto, as described above, have been
carefully compared with the original records of said corporation in my legal custody,
from which they have been transcribed; that said documents are a correct and
complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far
as they relate to said obligations; 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
February ,1993.
Shirley . Chenoweth
(SEAL) City Clerk
•
It was reported that bids were to be considered at the meeting for the
sale by the City of i~ $1,170, OOOGeneral Obligation Tax Increment Refunding Bonds
of 1993.
It was reported that nine sealed bids for the purchase of said Bonds
•
had been received from the following institutions at or before the time stated in the
notice of sale for the opening of bids, and the bids were then publicly read and
considered, and were all found to conform to the notice of sale and terms and
conditions of sale and to be accompanied by the required security, and the terms of
each bid have been determined to be as follows:
Total
Interest
Bid for Interest Cost-Net Interest
Name of Bidder Principal Rate Rate
SEE ATTACHED
~~
BID TABULATION
$y,200,000* General Obligation Tax Increment Refunding Bonds of 1993
City of Falcon Heights, Minnesota
~AL.E.: Wednesday, January 27, 1993
A1t)LAHp: JOHN G. KINNARD 8~ COMPANY, INC.
RATING: MoodX's "A1"
NAME OF BIDDER
COUPON
RATE YEAR
BBI: 6.16%
NET INTEREST COST
& RATE PRICE
JOHN G. KINNARD & COMPANY, INC.
Minneapolis, Minnesota
MILLER & SCHROEDER FINANCIAL, INC.
Minneapolis, Minnesota
•
CRONIN ~ COMPANY, INC.
Minneapolis, Minnesota
American National Bank & Trust Company
3.20%
3.65%
3.95%
4.20%
4.40%
4.55%
4.80%
4.95%
5.05%
5.15%
5.25%
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
3.20%
3.70%
3.95%
4.20%
4.50%
4.70%
4.90%
5.00%
5.10%
5.20%
5.30%
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
$287,457.33
4.6079%
$1,188,960.00
$287,529.79
4.6090%
$1,191,288.00
Subsequent to bid opening the size of this issue was decreased to $1,170,000 with the 1998 maturity
decreased by $30,000 to $320,000 in maturity value.
Adjusted Price - $1,159,236.00
Adjusted Net Interest Cost - $280,961.83
Adjusted NIC - 4.6133%
r1
L~
Ehlers end ASSOCietBS, I11C.
LEADERS IN PUBLIC FINANCE
2950 Norwest Center
90 South Seventh Street
Minneapolis. MN 55402-4100
(612) 339-8291 FAX (612) 339-0854
$1,200,000' General Obligation Tax Increment Refunding Bonds of 1993
of Falcon Heights, Minnesota
dnesday, January 27, 1993
Page 2
NAME OF BIDDER
COUPON NET INTEREST COST
RATE YEAR 8~ RATE PRICE
SMITH BARNEY, HARRIS UPHAM
8~ COMPANY, INC.
Minneapolis, Minnesota
PIPER JAFFRAY, INC.
Minneapolis, Minnesota
~ert W. Baird & Company, Inc.
FBS INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
NORWEST INVESTMENT SERVICES, INC
Minneapolis, Mlnnesota
Moore, Juran & Company, Inc.
3.35%
3.75%
4.05%
4.30%
4.60%
4.85%
5.00%
5.10%
5.20%
5.30%
5.40%
3.30%
3.65%
4.00%
4.25%
4.60%
4.85%
5.00%
5.10%
5.20%
5.25%
3.25%
3.70%
4.00%
4.25%
4.50%
4.70%
4.85%
5.00%
5.15%
5.30%
5.40%
3.30%
3.75%
4.00%
4.30%
4.60%
4.75%
4.90%
5.00%
5.10%
5.25%
5.40%
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
1995
1996
1997
1998
1999
2000
2001 -2002
2003
2004
2005
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
1995
1996.
1997
1998
1999
2000
2001
2002
2003
2004
2005
$289,034.53
4.6332%
$289,502.61
$1,196,100.00
$1,191,523.40
4.6407%
$289,659.84
4.6432%
$290,009.42
4.6488%
$1,191,600.00
$1,192,668.00
,200,000* General Obligation Tax Increment Refunding Bonds of 1993
of Faxon Heights, Minnesota
ednesday, January 27, 1993
Page 3
NAME OF BIDDER
COUPON NET INTEREST COST
RATE YEAR & RATE pRir_~
PARK INVESTMENT CORPORATION 3
30% 1995
Minneaappoolis, Minnesota .
3
70% 1996
DOUGHERTY, DAWKINS, STRAND &
BIGELOW
INC .
4.00% 1997
,
.
Minneapolis
Minnesota 4.30% 1998
, 4.60% 1999
4.70% 2000
4.90% 2001 -2002
5.00% 2003
5.10% 2004
5.15% 2005
DEAN WITTER REYNOLDS, INC. 3
30% 1995
Chicago, Illinois
PAINEWEBBER
INC .
3.75% 1996
,
.
~hicago
Illinois 4.10% 1997
, 4.35% 1998
4.50% 1999
.4.70% 2000
4.90% 2001
5.05% 2002
5.20% 2003
5.30% 2004
5.40% 2005
DAIN BOSWORTH, INC.
Minneapolis
Minnesota 3.70% 1995 -1996
, 4.00% 1997
4.40% 1998
4.60% 1999
4.75% 2000
4.90% 2001
5.00% 2002
5.10% 2003
5.20% 2004
5.30% 2005
$290,874.67
4.6626%
$294,951.98
4.7280%
$295,156.35
4.7313%
$1,188,379.85
$1,189,840.85
$1,189,539.85
Councilmember Ciernia then
introduced the following resolution and moved its adoption:
RESOLUTION RELATING TO $1_,170,Obl~ENERAL OBLIGATION
TAX INCREMENT REFUNDIlVG BONDS OF 1993; AUTHORIZIlVG
THE ISSUANCE, AWARDING THE SALE, FTXIIVG THE FORM AND
DETAILS, AND PROVIDIlVG FOR THE EXECUTION AND DELIVERY
THEREOF AND THE SECURITY THEREFOR
BE TT RESOLVED by the City Council (the Council) of the City of Falcon
Heights, Minnesota (the City), as follows:
Section 1. Authorization are Sale.
1.01. Authorization. The City has presently outstanding its General
Obligation Tax Increment Bonds of 1984, Series B, initially dated as of November 1,
1984 (the 1984 Bonds), and its General Obligation Tax Increment Bonds of 1985,
initially dated as of June 1, 1985 (the 1985 Bonds) (the 1984 Bonds and the 1985 Bonds
are herein collectively referred to as the Prior Bonds). This Council hereby
authorizes the sale of$1,170,00(General Obligation Tax Increment Refunding Bonds
*' of 1993 (the Bonds), of the City, the proceeds of which would be used, together with
any additional funds of the City which might be required, to refund in advance of
maturity the 1984 Bonds maturing in the years 1998 through 2005 which aggregate
$370,000 in principal amount (the 1984 Bonds Refunded Bonds), and to refund in
advance of maturity the 1985 Bonds maturing in the years 1995 through 1998 which
aggregate $775,000 in principal amount (the 1985 Bonds Refunded Bonds) (the 1984
Bonds Refunded Bonds and the 1985 Bonds Refunded Bonds are herein collectively
referred to as the Refunded Bonds). Said refunding constitutes a "QOSSOVer
refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13.
1.02. Sale of Bonds. The City has retained Ehlers and Associates, Inc.,
as independent financial advisors in connection with the sale of the Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the
requirements as to public sale do not apply to the issuance of the Bonds. Bids have
been received for the sale of the Bonds, and the Council has publicly considered all
sealed bids presented in conformity with the terms and conditions distributed by the
City to potential purchasers of the Bonds. The most favorable of such bids is
ascertained to be that of John G. Kinnard & Co. ,and associates, of Minneapol i s
(the Purchaser), to purchase the Bonds at a price of $1,159,23fplus accrued interest on
all Bonds to the day of delivery and payment, on the further terms and conditions
hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the
Purchaser and the Mayor and City Clerk are hereby authorized and directed on
behalf of the City to execute a contract for the sale of the Bonds in accordance with
the terms of the bid. The good faith deposit of the Purchaser shall be retained and
deposited by the Issuer until the -Bonds have been delivered and shall be deducted
from the purchase price paid at settlement. The good faith checks of other bidders
shall be returned to them forthwith.
1.04. avin s. It is hereby determined that by issuance of the Bonds the
City will realize a substantial interest rate reduction, a gross savings of
approximately $152.010 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 148 of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $ 95, 365.28
1.05. 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, existing, having happened and having been performed, it is now
necessary for the Council to establish the form and terms of the Bonds; to provide
security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially
the following form:
-2-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF FALCON HEIGHTS
GENERAL OBLIGATION TAX
INCREMENT REFUNDIIVG BOND OF 1993
Date of
Rate Ma~ Original Issue CUSIl'
February 24,1993
REGISTERED
OWNER:
PRINCII'AL
AMOUNT: DOLLARS
THE CITY OF FALCON HEIGHTS, Ramsey County, Minnesota (the
"City"), acknowledges itself to be indebted and, for value received, hereby promises
to pay to the registered owner above named, the principal amount indicated above,
on the maturity date specified above, with interest thereon from the date hereof at
the annual rate specified above computed on the basis of the number of days elapsed
in a 360-day year consisting of twelve 30-day months, payable on February 1 and
August 1 in each year, commencing August 1, 1993, to the person in whose name
this Bond is registered at the close of business on the 15th day (whether or not a
business day) of the immediately preceding month, all subject to the provisions
referred to herein with respect to the redemption of the principal of this Bond before
maturity. The interest hereon and, upon presentation and surrender hereof at the
office of the City Clerk in Falcon Heights, Minnesota, as Registrar, Transfer Agent
and Paying Agent (the "Bond Registrar"), or its successor designated under the
Resolution described herein, the principal hereof, are payable in lawful money of
the United States of America by check or draft of the City or the Bond Registrar if a
successor to the City Clerk as Bond Registrar has been designated under the
Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of
$1,170 , OOC(the "Bonds"), all of like date and tenor except as to serial number, interest
rate, redemption privilege and maturity date, issued pursuant to a resolution
-3-
adopted by the City Council on January 27, 1993 (the "Resolution") to refund certain
of the City's outstanding general obligation tax increment .bonds, and is issued
pursuant to and in full conformity with the provisions of the Constitution and laws
of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section
469.178 and Chapter 475. This Bonds are payable primarily from tax increments to be
derived from tax increment financing districts established by the City (the
"Districts") which have been pledged to the payment of the Bonds by the
Resolution. In addition, for the full and prompt payment of the principal and
interest on the Bonds as the same become due, the full faith, czedit and taxing power
of the City have not been and are irrevocably pledged. The Bonds are issuable only
as fully registered bonds, in denominations of $5,000 or any integral multiple
thereof, of single maturities.
Bonds maturing in the years 1995 through 1999 are payable on their
respective stated maturity dates without option of prior payment, but Bonds having
stated maturity dates in the years 2000 through 2005 are each subject to redemption
and prepayment, at the option of the City and in whole or in part and if in part, in
inverse order of maturities and by lot, assigned in proportion to their principal
amount, within any maturity, on February 1, 1999 and on any date thereafter, at a
price equal to the prinapal amount thereof to be redeemed plus interest accrued to
the date of redemption. At least thirty days prior to the date set for redemption of
any Bond, notice of the call for redemption will be mailed to the Bond Registrar and
to the registered owner of each Bond to be redeemed at his address appearing in the
Bond Register, but no defect in or failure to 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 herein specified
and from and after such date (unless the City shall default in the payment of the
redemption price) such Bond or portions of Bonds shall cease to bear interest. Upon
the partial redemption of any Bond, a new Bond or Bonds will be delivered to the
registered owner without charge, representing the remaining principal amount
outstanding.
The Bonds have been designated by the City as "qualified tax-exempt
obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the .City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
•
The City and the Bond Registrar may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof, whether this
Bond is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the City nor the Bond Registrar 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 City according to 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 pledged
and appropriated to a sinking fund established for the payment of the Bonds tax
increments to be derived by the City from the Districts; that, if necessary for the
payment of principal and interest on the Bonds, ad valorem taxes are required to be
levied upon all taxable property in the City, which levy is not limited as to rate or
amount; and that the issuance of this Bond does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Bond Registrar by manual
signature of the Bond Registrar, or in the event the City Clerk is no longer acting as
Bond Registrar, by one of the authorized representatives of the Bond Registrar..
IN WITNESS WHEREOF, the City of Falcon Heights, Ramsey County,
State of Minnesota, by its City Council, has caused this Bond to be executed by the
signatures of the Mayor and the City Clerk and sealed with the official seal of the
City and has caused this Bond to be dated as of the date set forth below.
Date uthenticati n:
City Clerk
~~
/GI't~ ic-
Mayor
(SEAL)
•
-5-
. CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
By
City Clerk,
as Bond Registrar
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 UNIF TRANS MIN ACT..........Custodian..........
in common (Gust) (Minor)
TEN ENT - as tenants
by the entireties
under Uniform Transfers to
JT TEN - as joint tenants Minors
with right of
survivorship and Act ...................................................
not as tenants in (State)
common
Additional abbreviations may also be used.
• -6-
r~
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:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYIlVG NUMBER
OF ASSIGNEE:
l /
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 any change
whatsoever. Signature(s) must be
guaranteed by a commercial bank or
trust company or by a brokerage firm
having a membership in one of the
major stock exchanges.
. Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations Payment. The City
shall forthwith issue and deliver the Bonds, which shall be denominated "General
Obligation Tax Increment Refunding Bonds of 1993". The Bonds shall be issuable in
the denomination of $5,000 each or any integral multiple thereof, shall mature on
February 1 in the years and amounts set forth below, and Bonds maturing in such
years and amounts shall bear interest computed on the basis of the number of days
elapsed in a 360-day year consisting of twelve 30-days months from date of original
issue until paid or duly called for redemption at the rates per annum shown
opposite such years and amounts as follows:
Year Amount Rate Year Amount Rate
1995 $170,000 3.20 2001 $55,000 4
80
1996 165,000 3.65 2002 $50,000 .
4.95
1997 180,000 ~;~5 2003 $50,000 5.05
1998 320,000 ~•?~ 2004 $45,000 5.15
1999 45,000 4.40 2005 $45,000 5.25
2000 45,000 4.55
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.
3.02. Dates: Interest Payment Dates. Each Bond shall bear a date of
original issue of February 24, 1993, and shall be dated as of the date of authentication.
Interest on the Bonds shall be payable on February 1 and August 1 in each year,
commenting August 1, 1993, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect of registration
and the rights and duties of the 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 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
-8-
endorsed by the registered owner thereof or accompanied by a written
. instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar-may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed
of as directed by the City.
(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 legally authorized. The Registrar shall incur no liability for its
refusal, in good faith, to make transfers. which it, in its judgment, deems
improper or unauthorized.
(fl 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 such Bond, whether such Bond shall be
overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order
shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes. Fees and Chare~es. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated. Lost. Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a
•
. new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any such Bond lost, stolen or destroyed, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was lost, stolen or destroyed, 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 cancelled by it and evidence of such cancellation shall be
given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall
not be necessary to issue a new Bond prior to payment.
3.04. Appointment of Initial Registrar. The City hereby appoints the
City Clerk, as the initial Registrar. In the event that the City determines to
discontinue the book entry-only system for the Bonds as described in paragraph (c)
of Section 3.07, or DTC, as defined in Section 3.07, determines to discontinue
providing its services with respect to the Bonds and a new securities depository is
not appointed for the Bonds, the City will designate a suitable bank or trust company
to act as successor Registrar if the City Clerk is then acting as Registrar. The City
• reserves the right to remove any Registrar upon thirty (30) days' notice and upon
the appointment of a successor Registrar, in which event the predecessor Registrar
shall deliver all cash and Bonds in its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar.
3.05. Redemption. Bonds maturing in the years 1995 through 1999
shall not be subject to redemption prior to maturity, but Bonds maturing in the
years 2000 through 2005 shall each be subject to redemption and .prepayment, at the
option of the City, in whole or in part, and if in part, in inverse order of maturities
and, within any maturity, in $5,000 principal amounts selected by the Registrar by
lot, on February 1,1999 and on any date thereafter at a price equal to the principal
amount thereof to be redeemed plus interest accrued to the date of redemption. At
least thirty days prior to the date set for redemption of any Bond, the City Clerk shall
cause notice of the call for redemption to be mailed to the Registrar and to the
registered owner of each Bond to be redeemed, but no defect in or failure to give
such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. The notice of
redemption shall specify the redemption date, redemption price, the numbers,
interest rates and CUSIP numbers of the Bonds to be redeemed and the place at
which the Bonds are to be surrendered for payment, which is the principal office of
the Registrar. Official notice of redemption having been given as aforesaid, the
Bonds or portions thereof so to be redeemed shall, on the redemption date, become
-10-
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 thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or Bonds
or portions thereof at least 35 days before the redemption date by certified mail or
telecopy to the Purchaser and all registered securities depositories then in the
business of holding substantial amounts of obligations of the character of the Bonds
(such depositories now being The Depository Trust Company, of Garden City, New
York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific Securities
Depository Trust Company, of San Francisco, California; and Philadelphia
Depository Trust Company, of Philadelphia, Pennsylvania) and one or more
national information services that disseminate information regarding municipal
bond redemptions; provided that any defect in or any failure to give any notice of
redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof.
Bonds in a denomination larger than $5,000 may be redeemed in part
in any .integral multiple of $5,000. The owner of any Bond redeemed in part shall
receive, upon surrender of such Bond to the Registrar, one or more new Bonds of
such same series in authorized denominations equal in principal amount to the
• unredeemed portion of the Bond so surrendered.
3.06. Preparation and DeliverX. The Bonds shall be prepared under the
direction of the City Clerk and shall be executed on behalf of the City by the
signatures of the Mayor and the City Clerk, and shall be sealed with the official
corporate seal of the City. In case any officer whose signature shall appear on the
Bonds shall cease to be such officer before the delivery of any Bond, such signature
shall nevertheless be valid and sufficient for all purposes, the same as if such officer
had remained in office until delivery. Notwithstanding .such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security or benefit
under this resolution unless and until a certificate of authentication on such Bond
has been duly executed by the manual signature of the Registrar, or in the event the
City Clerk is no longer acting as Registrar, an authorized representative of the
Registrar. Certificates of authentication on different Bonds need not be signed by the
same representative. The executed certificate of authentication on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this
resolution. When the Bonds have been so executed and authenticated, they shall be
delivered by the City Clerk to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
• -11-
• 3.07. Securities DepositorX. (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 from the
City and the Registrar to DTC with respect to the Bonds, substantially in the form
attached to this resolution as Exhibit A.
(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
any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount
with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this
resolution, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with the
-12-
• Representation Letter, 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
Benefiaal 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 by
the Mayor in the form attached hereto as Exhibit A with such changes, omissions,
insertions and revisions as the Mayor shall deem advisable, is hereby authorized,
• and execution of the Representation Letter by the Mayor shall be conclusive
evidence of such approval. The Representation Letter shall set forth certain matters
with respect to, among other things, notices, consents and approvals by registered
owners of the Bonds and Beneficial Owners and payments on the Bonds. The
Registrar shall have the same rights with respect to its actions thereunder as it has
with respect to its actions under this resolution.
(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.
-13-
• Section 4. Ilse of Proceeds and Security Provisions.
Section 4.01. Use of Proceeds and Escrow Account. The proceeds of the
Bonds in the amount of $1,145,510.93, are irrevocably appropriated for the payment
of interest to become due on the Bonds to and including February 1, 1994 and for the
payment of a portion of the interest to become due on the Bonds from August 1,
1994 to and including February 1, 1997, and for the payment and redemption of the
principal amount of the 1984 Refunded Bonds on February 1, 1997 (the 1984 Bonds
Crossover Date) and to the payment and redemption of the principal amount of the
1985 Refunded Bonds on March 1, 1994 (the 1985 Bonds Crossover Date). The City
Clerk is hereby authorized and directed, simultaneously with the delivery of the
Bonds, to deposit the proceeds thereof, to the extent described above, in escrow with
American National Bank and Trust Company, in St. Paul, Minnesota (the Escrow
Agent), a banking institution whose deposits are insured by the Federal Deposit
Insurance Corporation and whose combined capital and surplus is not less than
$500,000, and shall invest the funds so deposited in securities authorized for such
purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing on such
dates and bearing interest at such rates as are required to provide funds sufficient,
with cash retained in the escrow account, to make the above-described payments.
The Mayor and City Clerk are hereby authorized to enter into an Escrow Agreement
with the Escrow Agent establishing the terms and conditions for the escrow account
in accordance with Minnesota Statutes, Section 475.67. Of the remaining proceeds of
• the Bonds, $12,636 shall be applied to pay issuance expenses and $1,089.07 shall be
deposited in the Sinking Fund created pursuant to Section 4.02 hereof.
Section 4.02. General Obligation Tax Increment Refunding Bond
Sinking Fund. The Bonds shall be payable from a separate Series 1993 General
Obligation Tax Increment Refunding Bond Sinking Fund (the Sinking Fund) which
shall be created and maintained on the books of the City as a separate debt
redemption fund until the Bonds, and all interest thereon, are fully paid. There
shall be credited to the Sinking Fund the following:
(a) Any amount initially deposited therein pursuant to Section 4.01
hereof.
(b) All. receipts of principal and interest on the investments held in the
escrow account established in Section 4.02 to and including the 1984 Bonds
Crossover Date (other than the sum of $775,000 to be used to redeem the 1985
Refunded Bonds on the 1985 Bonds Crossover Date, and the sum of $370,000 to be
used to redeem the 1984 Refunded Bonds on the 1984 Bonds Crossover Date).
(c) All taxes levied and all other money which may at any time be
received for or appropriated to the payment of the principal of or interest on the
Bonds, including the tax increments herein pledged and appropriated to the Sinking
-14-
• Fund and all collections of any ad valorem taxes levied for the payment of the
Bonds.
(d) Any other funds appropriated by the Council for the payment of
the Bonds.
4.03. Pledge of Tax Increment. Bonds maturing in the following years
and amounts are being issued by the City to refund the 1984 Refunded Bonds (the
1984 TIF District Bonds).
Year Amount Year Amount
1998 $35,000 2002 $50,000
1999 45,000 2003 $50,000.
2000 45,000 2004 $45,000
2001 55,000 2005 $45,000
Bonds maturing in the following years and amounts are being issued
by the City to refund the 1985 Refunded Bonds (the 1985 TIF District Bonds).
Year Amount
• 1995 $170,000
1996 165,000
1997 180,000
1998 285,000
Tax increment derived form the tax increment financing district
created by the City's Tax Increment Financing Plan for Redevelopment District No.
1, approved by the City Council on September 19, 1984 with the City's Development
District No. 2 (the 1984 TIF District) are hereby irrevocably pledged to the payment of
the principal of and interest on the 1984 TIF District Bonds.
Tax increment derived from the tax increment financing created by the
City's Tax Increment Financing Plan for Housing District No. 2, approved by the City
Council on February 27, 1985 within the City's Development District No. 1 (the 1985
TIF District) are hereby irrevocably pledged to the payment of the principal of and
interest on the 1985 TIF District Bonds. The 1984 TIF District and 1985 TIF District
are hereinafter collectively referred to as the "Districts".
Tax increment derived from the 1984 TIF District shall not be used to
pay principal and interest on the 1985 TIF District Bonds, and tax increment derived
from the 1985 TIF District shall not be used to pay principal and interest on the 1984
TIF District Bonds.
• -15-
. 4.04. Full Faith and Credit Pledged. The full faith and credit and taxing
power of the City shall be and are hereby irrevocably pledged for the prompt and full
payment of the principal of and interest on the Bonds. It is estimated that the tax
increment from the Districts and other funds herein pledged for the payment of the
Bonds will be collected in amounts not less than five percent in excess of the
amounts needed to meet when due the principal of and interest on the Bonds and
all other obligations of the City payable from tax increments from the Districts as
required by Minnesota Statutes, Section 475.61. Consequently, no ad valorem taxes
are now levied to pay the Bonds or the interest to come due thereon, pursuant to
Minnesota Statutes, Section 469.178, subdivision 2.
4.05. Additional Bonds. The City reserves the right to issue additional
bonds payable from the Sinking Fund and tax increments to be derived from the
Districts may be used to finance costs of other projects to be undertaken in
accordance with the Development Program for the development programs for the
City's Development District No. 1 or Development District No. 2.
Section 5. 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 paying agent 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 paying agent a sum sufficient for the payment thereof in full
with interest accrued to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bond called for redemption on any date
when it is prepayable according to their terms, by depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in full; provided that
notice of the redemption thereof has been duly given as provided in Section 3.05.
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 a bank qualified by law as an escrow
agent for this purpose, cash or securities which are general obligations of the United
States or securities of United States agencies which are authorized by law to be so
deposited, bearing interest payable at such time and at such rates and maturing on
such dates as shall be required, without reinvestment, to pay all principal and
interest to become due thereon to maturity or, if notice of redemption as herein
required has been duly provided for, to such .earlier redemption date.
Section 6. Registration, Certification of Proceedings, Investment of
Moneys, Arbitrage, Interest Disallowance and Official Statement.
6.01. Registration. The City Clerk is hereby .authorized and directed to
• file a certified copy of this resolution with the County Auditor of Ramsey County,
-16-
together with such other information as he shall require, and to obtain from the
• County Auditor a certificate that the Bonds have been entered on upon the
Auditor's register as required by law.
6.02. Certification of Proceedings. The officers of the City and the
County Auditor of Ramsey County are hereby authorized and directed to prepare
and furnish to the Purchaser, and to Dorsey & Whitney, Bond Counsel, certified
copies of all proceedings and records of the City, and such other affidavits,
certificates and information as may be required to show the facts relating to the
legality and marketability of the Bonds as the same appear from the books and
records under their custody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any heretofore furnished,
shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the holders from
time to time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents any action which would cause the interest on the
Bonds to become subject to taxation under the Code and the Regulations
promulgated thereunder (the Regulations), as such are enacted or promulgated and
in effect on the date of issue of the Bonds, and covenants to take any and all actions
within its powers to ensure that the interest on the Bonds will not become subject to
taxation under such Code and Regulations.
• 6.04. Arbitrage. The Mayor and City Clerk 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 the provisions of Section 148 of the Code, and Sections 1.103-13,
1.103-14 and 1.103.15 of the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which
make it reasonable to expect that the proceeds of the Bonds will not be used in a
manner that would cause the Bonds to be arbitrage bonds within the meaning of
said Code and Regulations.
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 said Section 148(f) and applicable
Treasury Regulations to preserve the exclusion of interest on the Bonds from gross
income for federal income tax purposes. In furtherance of the foregoing, the City
Clerk is hereby authorized and directed to execute a Rebate Certificate setting forth
the undertakings of the City to comply with the foregoing requirements, and the
Issuer hereby covenants and agrees to observe and perform the covenants and
agreements contained therein, unless amended or terminated in accordance with
the provisions thereof.
• -17-
•
•
•
6.05. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating
to the disallowance of interest expenses for financial institutions. The City
represents that in calendar year 1993 the City and all subordinate entities do not
reasonably expect to issue 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 purposes of this representation) in an amount in excess of
$10,000,000.
6.06. Official Statement. The Official Statement relating to the Bonds,
dated January 18,1993, prepared and distributed on behalf of the City by Ehlers and
Associates, Inc., is hereby approved. Ehlers and Associates, Inc., is hereby authorized
of behalf of the City to prepare and distribute to the Purchaser a supplement to the
Official Statement listing the offering price, the interest rates, 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 under the Securities
Exchange Act of 1934. Within seven business days from the date hereof, the City
shall deliver to the Purchaser 75 copies of the Official Statement and such
supplement. 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.
Section 7. Authorization of Payment of Certain Costs of Issuance of the
Bonds. The City Clerk is hereby authorized and directed on the date of issuance and
delivery of the Bonds to pay from the proceeds of the sale of the Bonds the fees and
expenses of the following persons incurred in connection with the issuance of the
Bonds up to the maximum amount set forth opposite the name of such person
upon receipt by the City Clerk of a satisfactory statement therefor:
Payee
Ehlers & Associates, Inc.
Minneapolis, Minnesota
Moody's Investors Service, Inc.
New York, New York
Service Maximum
Performed Amount
Financial Consultant $14,750
Rating of Bonds 4, 500
The claims of the above persons up to the maximum amount set forth opposite the
name of such person is hereby approved and no further action of this Council shall
-1&
• be necessary in connection with the payment of such fees and expenses of issuance
of the Bonds.
Section 8. Severabilitx. If any section, paragraph or provision of this
resolution shall be held to be invalid or unenforceable for any reason, the invalidity
or unenforceability of such section, paragraph or provision shall not affect any of the
remaining provisions of this resolution.
Section 9. Headings. Headings in this resolution are included for
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
Attest:
/s/ Shirley Chenoweth
City Clerk
• (SEAL)
~s/ Tom Baldwin
Mayor
• -19-
The motion for the adoption of the foregoing resolution was duly
seconded by Member Talbot ,and upon vote being taken thereon,
the following voted in favor thereof: Baldwin, Jacobs,. Ci_erni.s, Talbot
and the following voted against the same: None, CNember G:ehrz. was absent.
whereupon said resolution was declared duly passed and adopted, and was
approved and signed by the Mayor, whose signature was attested by the City Clerk.
•
-2a