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CERTIFICATION OF MINUTES RELATING TO
$1,075,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1993
Issuer: City of Falcon Heights, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on April 14, 1993, at
7:00 o'clock P.M., at the City Hall.
Members present: Baldwin, Jacobs, Ciernia, Gehrz, Gibson Talbot
Members absent: Non e
Documents attached:
Minutes of said meeting (including):
RESOLUTION NO. R-9 3- 2 2
RESOLUTION RELATING TO $1,075,000 GENERAL
• OBLIGATION IMPROVEMENT BONDS, SERIES 1993;
AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR AND LEVYING AD
VALOREM TAXES FOR THE PAYMENT THEREOF
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 the corporation in my legal custody,
from which they have been transcribed; that the documents are a correct and
complete transcript of the minutes of a meeting of the governing body of the
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at the meeting, insofar
as they relate to the obligations; and that the 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 given as required by law.
WITNESS my hand officially as such recording officer this 14th day of
April, 1993.
Shirle G. enoweth Cit Clerk
Y ~ Y
• It was reported that ~ sealed bids for the purchase of the
$1,075,000 General Obligation Improvement Bonds, Series 1993 of the City (the
"Bonds") in accordance with the Terms and Conditions of Sale for the Bonds. The
bids have been opened, read and tabulated, and the terms of each were found to be
as follows:
Bidder Purchase Price Interest Rates Net Interest Cost
See Attached
•
•
BID TABULATION
•
$1,075,000 General Obligation Improvement Bonds, Series 1993
City of Falcon Heights, Minnesota
SALE: Wednesday, April 14, 1993
AWARD: PIPER JAFFRAY INC.
RATING• Moody's "A1"
BBI: 5.84%
NAME OF BIDDER
PIPER JAFFRAY INC.
Minneapolis, Minnesota
~i1GHERTY, DAWKINS, STRAND
& BIGELOW, INC.
Minneapolis, Minnesota
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
SMITH BARNEY, HARRIS UPHAM
& COMPANY, INC.
Minneapolis, Minnesota
American National Bank & Trust Company
John G. Kinnard & Company, Inc.
FBS INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
•
Eh~s and Associates, Inc.
LEADERS I N P U B L I C F I N A N C E
COUPON
RATE
2.85%
3.20%
3.50%
3.80%
4.00%
4.20%
4.25%
4.50%
4.60%
4.75%
2.85%
3.20%
3.50%
3.85%
4.00%
4.20%
4.40%
4.55%
4.60%
3.00%
3.35%
3.65%
3.90%
4.10%
4.25%
4.30%
4.45%
4.60%
4.70%
3.00%
3.30%
3.60%
3.80%
4.00%
4.20%
4.40%
4.50%
4.60%
YEAR
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
1995
1996
1997
1998
1999
2000
2001 -2002
2003
2004
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
1995
1996
1997
1`998
1999
2000
2001
2002
2003 -2004
NET INTEREST COST
& RATE PRICE
$311,699.38 $1,065,363.75
4.4142%
$312,850.00 $1,062,100.00
4.4305%
$312,938.63 $1,065,980.75
4.4317%
$314,165.25 $1,062,992.25
4.4491
2950 Norwest Center
90 Sauth Seventh Street
Minneapolis, M N 55402-4100
(612) 339-8291 FAX (612) 339-0854
075,000 General Obligation Improvement Bonds, Series 1993
of Falcon Heights, Minnesota
ednesday, April 14, 1993
Page 2
NAME OF BIDDER
COUPON
RATE
YEAR
PARK INVESTMENT CORPORATION
Minneapolis, Minnesota
NORWEST INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
filer & Schroeder Financial, Inc.
~re, Juran & Company, Inc.
DAIN BOSWORTH, INC.
Minneapolis, Minnesota
3.00%
3.35%
3.70%
3.85%
4.00%
4.10%
4.30%
4.45%
4.60%
4.75%
3.00%
3.30%
3.60%
3.90%
4.00%
4.25%
4.40%
4.60%
4.75%
4.90%
3.00%
3.40%
3.60%
3.85%
4.10%
4.30%
4.50%
4.70%
4.80%
4.90%
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
NET INTEREST COST
& RATE PRICE
$315,741.25 $1,062,100.00
4.4714%
$318,020.00
$1,066,937.50
4.5037%
$322,038.75
4.5606%
$1,066,400.00
Councilmember Gehrz then introduced the
•
following resolution and moved its adoption:
RESOLUTION NO. R-93-22
RESOLUTION RELATING TO $1,075,000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 1993;
AWARDING THE SALE, FIXING THE FORM AND DETAILS
AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR AND LEVYING AD
VALOREM TAXES FOR THE PAYMENT THEREOF
BE TT RESOLVED by the City Council of the City of Falcon Heights,
Minnesota (the City), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization. This Council has heretofore ordered a local
improvement project designated as the 1993 Street Improvements (the
Improvement), to be constructed within the City under and pursuant to Minnesota
Statutes, Chapter 429. The present estimated total cost of the Improvement is as
• follows:
Estimated Project Costs ....................... $1,013,240
Costs of Issuance ............................. 20,700
Discount Allowance .......................... 12,900
Capitalized Interest ........................... ~ 35,700
Subtotal ............................... $1,082,540
Less: Interest Earnings ........................ 7S4
Total .................................. $1.075,000
This Council hereby determines to issue and sell $1,075,000 principal amount of
General Obligation Improvement Bonds, Series 1993, of the City (the Bonds) to
defray the expense incurred and estimated to be incurred by the City in making the
Improvement, including every item of cost of the kinds authorized in Minnesota
Statutes, Section 475.65, and $12, 900 representing interest as provided in
Minnesota .Statutes, Section 475.56. The City has retained Ehlers and Associates, Inc.
to act as financial advisor to the City in connection with the issuance and sale of the
Bonds, and it is hereby determined to sell the Bonds without meeting the
requirements as to public sale under Minnesota Statutes, Section 475.60, subdivision
1, pursuant to the exception from such requirement contained in clause (9) of
Minnesota Statutes, Section 475.60, subdivision 2.
• 1.02. Sale of Bonds. The City has received 7 sealed bids for the
purchase of the Bonds. The most favorable proposal received is that of Piper
Jaffray, Inc. ~pf Minneapolis Minnesota (the
• Purchaser), to purchase the Bonds at a price of $1 ...065.363.75 the Bonds to bear
interest at the rates set forth in Section 3.01 hereof and to be subject to the further
terms and conditions set forth in this Resolution. The proposal is hereby accepted,
and the Mayor and the City Clerk are hereby authorized and directed to execute a
contract on the part of the City for the sale of the Bonds with the Purchaser. The
good faith checks of the unsuccessful bidders shall be returned forthwith.
1.03. Performance of Requirements. 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 this Council to establish the form and terms of
the Bonds, to provide security therefor and to issue the Bonds forthwith.
1.04. Maturities of Bonds. The Council hereby finds that the maturities
of the Bonds as set forth in Section 3.01 hereof are warranted by the anticipated
collections of special assessments and ad valorem taxes levied and to be levied for
the payment of the Bonds as provided in Section 4 hereof.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially
the following form:
•
• -3-
UNITED STATES OF AMERICA
• STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF FALCON HEIGHTS
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1993
Date of
Interest Rate Maturity Original Issue CUSIl'
May 1,1993
SEE REVERSE
FOR CERTAIN
DEFINITIONS
REGISTERED OWNER:
PRINCIPAL 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 named above, or registered assigns, the principal
amount specified above, on the maturity date specified above, with interest thereon
from the date of original issue specified above, or from the most recent interest
payment date to which interest has been paid or duly provided for, at the annual
rate specified above. Interest hereon is payable on February 1 and August 1 in each
year, commencing February 1, 1994, 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 Bond 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
$1,075,000 (the Bonds), issued pursuant to a resolution adopted by the City Council
• -3-
on April 14, 1993 (the Resolution), for the purpose of financing the costs of an
improvement in the City (the Improvement), 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, Chapters 429 and 475.
The Bonds are payable primazily from the 1993 Improvement Bond Fund (the
Fund) of the City. In addition, for the full and prompt payment of the principal and
interest on the Bonds as the same become due, the full faith, credit and taxing power
of the City have been and are hereby irrevocably pledged. The Bonds aze issuable
only as fully registered bonds in denominations of $5,000 or any 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 2000 and later years are each subject to redemption and
prepayment, at the option of the City and in whole or in pazt, and if in part, in
inverse order of maturities and in $5,000 principal amounts selected by lot within a
maturity, on February 1, 1999 and on any date thereafter, at a price equal to the
principal amount thereof to be redeemed plus accrued interest to the date of
redemption. At least thirty days prior to the date set for redemption of any Bond,
notice of the call for redemption will be mailed to the Bond Registrar and to the
registered owner of each Bond to be redeemed at his address appearing in the Bond
Register, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond. 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 chazge required to be paid with respect to such transfer or exchange.
The City and the Bond Registraz 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.
TT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Minnesota to be done, to exist, to happen and to be performed precedent to and in
the issuance of this Bond in order to make this Bond a valid and binding general
obligation of the City according to its terms, have been done, do exist, have
happened and have been performed in regular and due form as so required; that
prior to the issuance hereof the City has levied or agreed to levy special assessments
on property specially benefited by the Improvement and ad valorem taxes on all
taxable property in the City, collectible in the years and amounts required to produce
sums not less than 5% in excess of the principal of and interest on the Bonds as such
principal and interest respectively become due, and has appropriated the same to the
Fund in the manner specified in Minnesota Statutes, Section 429.091, Subdivision 4;
that, to take care of any accumulated or anticipated deficiency in the Fund,
additional ad valorem taxes are required by law to be levied upon all taxable
property in the City without limitation 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 the
manual signature of a person authorized to sign on its behalf.
1N WITNESS WHEREOF, the City of Falcon Heights, Ramsey County,
Minnesota, by its City Council, has caused this Bond to be executed by the signatures
of the Mayor and the City Clerk and has caused this Bond to be dated as of the date
set forth below.
Date of Au heirtication:
/<~ -
ity Clerk Mayor
•
. CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
~.
City Clerk, as nd 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
applicable laws or regulations:
TIN COM - - as tenants UNIF TRANS MIN ACT..... Custodian.... .
in common (Gust) (Minor)
TEN ENT - - as tenants
by the entireties
• under Uniform Transfers to
JT T'EN - - as joint tenants Minors
with right of
survivorship and Act ......................
not as tenants in (State) common
Additional abbreviations may also be used.
• -6-
• 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 IDENTIFYING NUMBER NOTICE: The signature(s) to
OF ASSIGNEE: this assignment must correspond with
the name as it appears upon the face of
the within Bond in every particular,
/ / without alteration, enlargement
or any change whatsoever.
Signature(s) must be guaranteed by 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 Delive
3.01. Maturities, Interest Rates, Denominations, Payment Datin~of
Bonds. The City shall forthwith issue and deliver the Bonds, which shall be
denominated "General Obligation Improvement Bonds, Series 1993" and shall be
payable primarily from the 1993 General Obligation Improvement Bond Fund of the
City created in Section 4.02. The Bonds shall be dated as of May 1,1993, shall be
issuable in the denominations of $5,000 or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, and Bonds
maturing in such years and amounts shall bear interest from May 1, 1993 until paid
or duly called for redemption at the rates per annum set forth opposite such years
and amounts, respectively:
• -7-
Year Amount Rate Year Amount Rate
•
1995 $90,000 2 , 85~ 2000 $110,000 0
4.20%
1996 95,000 3.20% 2001 115,000 4.25%
1997 95,000 3.50% 2002 115,000 4.50%
1998 100,000 3.80% 2003 120,000 4.60%
1999 105,000 4.00% 2004 130,000 4.75%
The Bonds shall be issuable only in fully registered form, of single
maturities. The interest thereon and, upon surrender of each Bond at the principal
office of the Registrar described herein, the principal amount thereof, shall be
payable by check or draft issued by the Registrar. Each Bond shall be dated by the
Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1, 1994, to the owners
thereof as such appear of record in the bond register as of the close of business on the
fifteenth day of the immediately preceding month, whether or not such day is a
business day.
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 office a bond
register in which the Registrar shall provide for the registration of ownership
of Bonds and the registration of transfers and exchanges of Bonds entitled to
be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of
any Bond duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount, interest rate and
• -8-
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 valid and genuine and that the requested transfer is legally
authorized. The Registrar shall incur no liability for its refusal, in good faith,
to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any Bond is at any time registered in the bond register
as the absolute owner of 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 Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a
new Bond of like amount, number, interest rate, maturity date and tenor in
exchange and substitution for and upon cancellation of any such mutilated
Bond or in lieu of and in substitution for any such Bond lost, stolen or
destroyed, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon receipt by the Registrar of evidence satisfactory to it that such
Bond was lost, stolen or destroyed, and of the ownership thereof, and upon
receipt by the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the 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
• -9-
given to the City. If the mutilated, lost, stolen or destroyed Bond has already
i matured or been called for redemption in accordance with its terms, it shall
not be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registraz is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1.
3.04. Appointment of Initial R ieg stray. The City hereby appoints
the City Clerk, as the initial Registraz. 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 Registraz upon thirty (30) days' notice and upon
the appointment of a successor Registraz, 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 yeazs 1995 through 1999 aze
payable on their respective stated maturity dates without option of prior payment,
but Bonds maturing in 2000 and later years are each subject to redemption, at the
• option of the City and in whole or in part, and if in pazt, 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 redemption price.
equal to the principal amount thereof to be redeemed plus accrued interest to the
date of redemption. At least thirty days prior to the date set for redemption of any
Bond, the City 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 CUSII' 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, bernme 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
-lo-
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 without charge, upon surrender of such Bond to the Registrar, one or more
new Bonds in authorized denominations equal in principal amount to be
unredeemed portion of the Bond so surrendered.
3.06. Preparation and 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; provided that said signatures and the
corporate seal may be printed, engraved, or lithographed facsimiles thereof. In case
any officer whose signature, or a facsimile of whose signature, shall appear on the
Bonds shall cease to be such officer before the delivery of any Bond, such signature
• or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if
such officer had remained in office until delivery. Notwithstanding such execution,
no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on
such Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of
authentication on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been so
executed and authenticated, they shall be delivered by the City 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.
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.
• -11-
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
• successor nominee of DTC with respect to the Bonds.
New York.
"DTC" shall mean The Depository Trust Company of 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 sepazately 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 Registraz 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 Pazticipant of any person to
receive payment in the event of a paztial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with the
Representation Letter, and all such payments shall be valid and effective to fully
satisfy and dischazge 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 sepazate 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
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determined to substitute a new nominee in place of Cede & Co., the Bonds will be
• transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bonds in the form of bond certificates,
the City may notify DTC and the Registrar, whereupon DTC shall notify the
Participants of the availability through DTC of Bonds in the form of certificates. In
such event, the Bonds will be transferable in accordance with paragraph (e) hereof.
DTC may determine to discontinue providing its services with respect to the Bonds
at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds
will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor and City Clerk in the form attached hereto as Exhibit A with such
changes, omissions, insertions and revisions as the Mayor and City Clerk shall deem
advisable, is hereby authorized, and execution of the Representation Letter by the
Mayor and City Clerk 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 an transfer or exchan a of Bonds is ermi
Y g p tted
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.
Section 4. Security Provisions.
4.01. 1993 Improvement Construction Fund. There is hereby created a
special bookkeeping fund to be designated as the "1993 Improvement Construction
Fund" (hereinafter referred to as the Construction Fund), to be held and
administered by the City Clerk separate and apart from all other funds of the City.
The City appropriates to the Construction Fund (a) the proceeds of the sale of the
Bonds, and (b) all collections of special assessments levied for the Improvement
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until completion and payment of all costs of the Improvement. The Construction
• Fund shall be used solely to defray expenses of the Improvements, including but not
limited to the transfer to the Bond Fund, created in Section 4.02 hereof, of amounts
sufficient for the payment of interest and principal, if any, due upon the Bonds prior
to the completion and payment of all costs of the Improvement and the payment of
the expenses incurred by the City in connection with the issuance of the Bonds.
Upon completion and payment of all costs of the Improvement, any balance of the
proceeds of Bonds remaining in the Construction Fund may be used to pay the cost,
in-whole or in part, of any other improvements instituted pursuant to the Act, as
directed by the City Council, but any balance of such proceeds not so used shall be
credited and paid to the Bond Fund.
4.02. 1993 Improvement Bond Fund. So long as any of the Bonds are
outstanding and any principal of or interest thereon unpaid, the City Clerk shall
maintain a separate and special bookkeeping fund designated "1993 Improvement
Bond Fund" (hereinafter referred to as the Bond Fund) to be used for no purpose
other than the payment of the principal of and interest on the Bonds and on such
other improvement bonds of the City as have been or may be directed to be paid
therefrom. The City irrevocably appropriates to the Bond Fund (a) the collections of
special assessments and other funds to be credited and paid thereto in accordance
with the provisions of Section 4.01, (b) any taxes levied in accordance with this
resolution, and (c) all such other moneys as shall be received and appropriated 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 principal then due on all bonds payable
therefrom, the payment shall be made from any fund of the City which is available
for that purpose, subject to reimbursement from the Bond Fund when the balance
therein is sufficient, and the Council covenants and agrees that it will each year levy
a sufficient amount to take care of any accumulated or anticipated deficiency, which
levy is not subject to any constitutional or statutory tax limitation.
4.03. Additional Bonds. The City reserves the right to issue additional
bonds payable from the Bond Fund as may be required to finance costs of the
Improvements not financed hereby; provided that the City Council shall, prior to
the delivery of such additional bonds, levy or agree to levy by resolution sufficient
additional special assessments and ad valorem taxes, if any, which, together with
other moneys or revenues pledged for the payment of said additional obligations,
will produce revenues at least five percent (5%) in excess of the amount needed to
pay when due the principal and interest on all bonds payable from the Bond Fund.
The additional special assessments, ad valorem taxes and moneys or revenues so
pledged, levied or agreed to be levied shall be irrevocably appropriated to the Bond
Fund in the manner provided by Minnesota Statutes, Section 475.61.
4.04. Levy of Special Assessments. The City hereby covenants and
agrees that for payment of the cost of the Improvement it will do and perform all
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acts and things necessary for the full and valid levy of special assessments against all
• assessable lots, tracts and parcels of land benefited thereby and located within the
area proposed to be assessed therefor, based upon the benefits received by each such
lot, tract or parcel, in an aggregate principal amount not less than twenty percent
(20%) of the cost of the Improvement. In the event that any such assessment shall
be at any time held invalid with respect to any lot, piece or parcel of land, due to any
error, defect or irregularity in any action or proceeding taken or to be taken by the
City or this Council or any of the City's officers or employees, either in the making
of such assessment or in the performance of any condition precedent thereto, the
City and this Council hereby covenant and agree that they will forthwith do all such
further acts and take all such further proceedings as may be required by law to make
such assessments a valid and binding lien upon such property. The Council
presently estimates that the special assessments shall be in the principal amount of
$215 , 000 payable itt not more than 10 installments, the first installment to be
collectible with taxes during the year 19 94 and that deferred installments shall bear
interest at the rate of not less than ~ percent L%) per annum from the date of the
resolution levying said assessment until December 31 of the year in which the
installment is payable.
4.05. Ad Valorem Taxes. The full faith and credit and taxing powers of
the City are irrevocably pledged for the prompt and full payment of the principal of
and interest in the Bonds as the same become respectively due. For the purpose
there is hereby levied upon all of the taxable property of the City a direct, annual ad
• valorem tax, which shall be spread upon the tax rolls prepared in each of the
following years and collected with other taxes in the following years and amounts as
follows:
Levy Collection
Year Year Amount
1993 1994 $101,400.
1994 1995 108,700
1995 19% 106,900
19% 1997 110,000.
1997 1998 1.12,700
1998 1999 114,900
1999 2000 116,600
2000 2001 112,900
2001 2002 114,100
2002 2003 120,200
The foregoing tax levies are such that if collected in full they will produce at least
five percent (5%) in excess of the amount needed to pay when due the principal of
and interest on the Bonds. This tax shall be irrevocably appropriated to the Bond
• -15-
Fund as long as any of the Bonds are outstanding and unpaid; provided that the City
• reserves the right and power to reduce the levies in the manner and to the extent
permitted by Minnesota Statutes, Section 475.61.
4.06. Full Faith and Credit Pledged. The full faith and credit of the City
are irrevocably pledged for the prompt and full payment of the principal of and the
interest on the Bonds, and the Bonds shall be payable from the Bond Fund in
accordance with the provisions and covenants rnntained in this resolution. It is
estimated that the special assessments and ad valorem taxes levied and to be levied
for the payment of the Improvement will be collected in amounts not less than five
percent (5%) in excess of the annual principal and interest requirements of the
Bonds. If the money on hand in the Bond Fund should at any time be insufficient
for the payment of principal and interest then due, this City shall pay the
principal and interest out of any fund of the City, and such other fund or funds shall
be reimbursed therefor when sufficient money is available to the Bond Fund. If on
October 1 in any year the sum of the balance in the Bond Fund plus the amount of
taxes and special assessments theretofore levied for the Improvements and
collectible through the end of the following calendar year is not sufficient to pay
when due all principal and interest become due on all Bonds payable therefrom in
said following calendar year, or the Bond Fund has incurred a deficiency in the
manner provided in this Section 4.06, a direct, irrepealable, ad valorem tax shall be
levied on all taxable property within the corporate limits of the City for the purpose
of restoring such accumulated or anticipated deficiency in accordance with the
• provisions of this resolution.
Section 5. Defeasance. When any Bond has been discharged as
provided in this Section 5, all pledges, covenants and other rights granted by this
resolution to the holders of such Bonds shall cease, and such Bonds shall no longer
be deemed outstanding under this Resolution. The City may discharge its
obligations with respect to any Bond which is due on any date by irrevocably
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, the City may
nevertheless discharge its obligations with respect thereto by depositing with the
Registrar 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 authorized by law to be so deposited,
beazing interest payable at such times and at such rates and maturing on such dates
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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. County Auditor Registration, Certification of Proceedings,
Investment of Money, Arbitrage, Official Statement and Fees.
6.01. County Auditor Registration. The City Clerk is hereby authorized
and directed to file a certified copy of this Resolution with the County Auditor of
Ramsey County, together with such other information as the County Auditor shall
require, and to obtain from said County Auditor a certificate that the Bonds have
been entered on his bond register and the taxes described in Section 4.05 hereof have
been levied 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 to the City,
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 Internal Revenue Code of 1986, as
amended (the Code), and Regulations promulgated thereunder (the Regulations), as
such are enacted or promulgated and in effect on the date of issue of the Bonds, and
covenants to take any and all actions within its powers to ensure that the interest on
the Bonds will not become subject to taxation under such Code and Regulations.
The Improvements are public improvements available for use by members of the
general public on a substantially equal basis. The City will not enter into any lease,
use agreement or other contract respecting the Improvements which would cause
the Bonds to be considered "private activity bonds" or "private loan bonds"
pursuant to Section 141 of the Code.
For purposes of complying with the requirements of Section
148(f)(4)(C) of the Code relating to the exemption of certain small governmental
units from the rebate requirements of the Code, the City represents that:
(i) the City is a governmental unit with general taxing powers;
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(ii) the Bonds are not "private activity bonds" as defined in Section
. 141 of the Code (Private Activity Bonds);
(iii) ninety-five percent of the net proceeds of the Bonds are to be
used for the local governmental purposes of the City; and
(iv) the aggregate face amount of all tax-exempt bonds (other than
Private Activity Bonds) issued by the City in calendar year in
which the Bonds are to be issued is not reasonably expected to
exceed $5,000,000.
Therefore, pursuant to the provisions of Section 148(f)(4)(c) of the Code, the City
shall not be required to comply with the arbitrage rebate requirements of paragraphs
(2) and (3) of Section 148(f) of the Code.
6.04. Investment of Monev on Deposit in the Bond Fund.
After February 1, 1999 the City Clerk shall ascertain monthly the amount on deposit
in the Bond Fund. If after February 1, 1999 the amount on deposit therein ever
exceeds by more than $53,750 the aggregate amount of principal and interest due and
payable from the Bond Fund within the next succeeding 12 months, such excess
shall be used to prepay and redeem Bonds or be invested at a yield less than or equal
to the yield on the Bonds, based upon their amounts, maturities and interest rates
• on their date of issue, computed by the actuarial method. If any additional bonds are
ever issued and made payable from the Bond Fund, the dollar amount in the
preceding sentence shall be changed to equal 5 percent of the aggregate original
principal amount of the bonds of all series, including the Bonds, of which any bonds
are then outstanding and payable therefrom. The City reserves the right to amend
the provisions of this Section at any time, whether prior to or after the delivery of
the Bonds, if and to the extent that this Council determines that the provisions of
this Section are not necessary in order to ensure that the Bonds are not "arbitrage
bonds" within the meaning of Section 148 of the Code and Regulations.
6.05. Arbitrage Certification. The Mayor and the 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
certification 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 the Code and Regulations.
6.06. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating
• -18-
to the disallowance of interest expenses for financial institutions. The City
represents that in calendar year 1993 it does 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.
6.07. Official Statement. The Official Statement relating to the Bonds,
dated April Z, 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. 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.
6.09 Authorization of Receivt of Bond Proceeds and Payment of
Certain Costs of Issuance of the Bonds. The Registrar is hereby authorized and
• directed, on the date of issuance and delivery of the bonds, to receive the Bond
proceeds and to pay from such proceeds the fees and expenses of the following
persons in the following amounts incurred in connection with the issuance of the
Bonds upon receipt by the Registrar of a statement therefor:
Pam
Service
Performed
Amount
Ehlers and Associates, Inc.
Minneapolis, Minnesota
Moody's Investors
Service, Inc.
New York, New York
Financial
Consultant
Rating of Bonds
The claims of the above persons in the amounts set forth opposite the names of
such persons are hereby approved and no further action of this Council shall be
necessary in connection with the payment of such fees and expenses of issuance of
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the Bonds. The Registrar shall transfer the remaining Bond proceeds to or at the
i direction of the City.
Tom Baldwin
Mayor
Attest:
Shirley G. Chenoweth
City Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember .and upon vote being
taken thereon, the following voted in favor thereof:
Baldwin, Jacobs, Ciernia, Gehrz_, Gibson Talbot
and the following voted against the same:
None
• whereu n said resolution was declared dul assed and ado ted and was si ed b
Po Y P P ~ 8n Y
the Mayor which signature was attested by the City Clerk.
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