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CERTIFICATION OF MINUTES RELATING TO
$115,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1990
Issuer: City of Falcon Heights, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting
held on February 14, 1990, at 7:00 o'clock P.M., at the
City Hall.
Members present: Tom Baldwin, Paul Ciernia, Gerald Wallin and Susan Gehrz
Members absent: None. One seat vacant.
Documents attached:
Minutes of said meeting (including):
RESOLUTION NO.
R-90-9
RESOLUTION RELATING TO $115,000 GENERAL OBLIGATION
IMPROVEMENT BONDS OF 1990; 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.
14thWITNESS my hand officially as such recording officer
this day of February, 1990.
'. ~
Shirley G. Chenoweth, City Clerk
• The City Clerk presented affidavits showing
publication in a legal newspaper having general circulation in
the City, and in a daily or weekly periodical published in a
.Minnesota city of the first class, which circulates throughout
the state and furnishes financial news as a part of its
service, of the notice of sale of $115,000 General Obligation
Improvement Bonds of 1990 of the City, bids for which are to be
considered at this meeting in accordance with a resolution
adopted by the City Council on January 10, 1990. The
affidavits were ezamined and approved and ordered placed on
file in the office of the City Clerk.
It was reported that five sealed bids for the
purchase of said Bonds had been received from the following
• institutions at or before the time stated in the notice, and
the bids were then publicly read and considered, and were all
found to conform to the notice of sale and the terms and
conditions of sale and to be accompanied by the required
security, and the purchase price, interest rates and net
interest cost under the terms of each bid were found to be as
follows:
See Bid Tabulation Attached.
•
• BID TABULATION
;115,000 General Obr~ion Improvement Bonds of 1990
City of Falcon Heights, Minnesota
SALE: Wednesday, February 14, 1990
SWARD: DAIN BOSWORTH, INC.
RATING: Moody's "A-1"
BBI: 7.20%
NAME OF BIDDER
DAIN BOSWORTH, INC.
Minneapolis, Minnesota
•
ALLISON-WILLIAMS COMPANY
Minneapolis, Minnesota
AMERICAN NATIONAL BANK 8 TRUST
COMPANY OF ST. PAUL
St. Paui, Minnesota
•
EhN~rs and Associates, Inc.
LEADERS IN PUBIIC FINANCE
COUPON NET INTEREST COST
RATE YEAR & RATE
5.80%
5.90%
6.00%
6.10%
6.15%
6.20%
6.25%
6.30%
6.40%
1992
1993 -1994
1995
1996
1997
1998
1999
2000
2001
$50,956.25
6.3695%
6.00%
6.10%
6.15%
6.20%
6.30%
6.40%
6.50%
6.60%
6.70%
6.00%
6.10%
6.20%
6.30%
6.40%
6.50%
6.60%
6.70%
1992 -1993
1994
1995
1996
1997
1998
1999
2000
2001
1992 -1994
1995
1996
1997
1998
1999
2000
2001
$52,691.00
6.5863%
$52,798.00
6.5997%
PRICE
$113,706.25
$113,804.00
$113,632.00
2950 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402-4100
(612) 339-8291 FAX (612) 339-0854
$115,000 Qeneral Obligation Improvement Bonds of 1990
City of Falcon Heights, Minnesota
Wednesday, February 14, 1990
Page 2
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COUPON
NAME OF BIDDER RATE NET INTEREST COST
YEAR & RATE PRICE
MOORE, JURAN & COMPANY, INC. 6.00% 1992 -1993 $52,887.50 $113,562.50
Minneapolis, Minnesota 6.05% 1994
6.10% 1995 6.6109%
6.20% 1996
6.30% 1997
6.40% 1998
6.50% 1999
6.60% 2000
6.70% 2001
PIPER, JAFFRAY & HOPWOOD, INC. 6.00%
Minneapolis, Minnesota 6.10%
6.20%
6.30%
6.40%
6.50%
6.60%
6.70%
~ 6.80%
1992 -1993 $53,905.00 $113,275.00
1994 •
1995 6.7381
1996
1997
1998
1999
2000
2001
•
•
Councilmember
then introduced the
Ciernia
following resolution and moved its adoption:
RESOLUTION N0. R-90-9
RESOLUTION RELATING TO $115,000 GENERAL OBLIGATION
IMPROVEMENT BONDS OF 1990; 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 IT RESOLVED by the City Council of the City of
Falcon Heights, Minnesota (the City), as follows:
Section 1. R~~itals. Authorizatin„ and Sale of Bonds.
•
1.01. Authorization. This Council has heretofore
ordered a local improvement project (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:
Project Costs ...................... $103,042
Costs of issuance .................. 5,800
Discount Allowance ................. 1,725
Capitalized Interest ............... 7,300
a~e~e~ ........................
Subtotal ..... ................ $117.867
..., =o<,.a.~ e.~~,~o ..............
Less Interest Earnings ............. -2,867
Total ......................... $11_,_ 00
This Council hereby determines to issue and sell $115,000
principal amount of General Obligation Improvement Bonds of
1990, 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 $1,725
representing interest as provided in Minnesota Statutes,
Section 475.56.
1.02. Sale of Bonds. Notice of the sale of the Bonds
was duly published as required by Minnesota Statutes, Section
475.60. Pursuant to the Notice of Bond Sale and the Terms and
Conditions of Sale, five sealed bids for the purchase of the
Bonds were received at or before the time specified for receipt
of bids. The bids have been opened and publicly read and
considered, and the purchase price, interest rates and net
interest cost under the terms of each bid have been
determined. The most favorable proposal received is that of
Dan Bosworth, Inc. of _M;nnPa~~iS Minnesota
• (the Purchaser), to purchase the Bonds at a price of
$ 113,706.25 the Bonds to bear interest at the rates set
forth in Section 3.01 hereof. 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. parfnrmanCe 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. Matur~t~es 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 Bonds as provided in Section 4 hereof.
Section 2. Form of Bonds. The Bonds shall be
prepared in substantially the following form:
.]
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[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF FALCON HEIGHTS
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1990
Date of
Interest Rate Maturity Original Issue SIP
February 1, 1990
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 August 1, 1990, 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 principal
office of the Bond Registrar hereinafter designated, the
principal hereof, are payable in lawful money of the United
States of America by check or draft of American National Bank
and Trust Company, in St. Paul, Minnesota, as.Bond Registrar,
Transfer Agent and Paying Agent (the Bond Registrar), or its
successor designated under the Resolution described herein.
•
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• Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon.
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 ezecuted by the Bond Registrar by the manual
signature of a person authorized to sign on its behalf.
IN WITNESS WHEREOF, the City of Falcon Heights, Ramsey
County, Minnesota, by its City Council, has caused this Bond to
be eaecuted by the facsimile signatures of the Mayor and the
City Clerk and by a printed facsimile of the official seal of
the City and has caused this Bond to be dated as of the date
set forth below.
Date of Authentication:
(Facsimile Signature)
City Clerk
(Facsimile Seal)
•
•
(Facsimile Signature)
Mayor
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• CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
AMERICAN NATIONAL BANK AND TRUST
COMPANY, as Bond Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $115,000 (the Bonds), issued pursuant to a
resolution adopted by the City Council on January 10, 1990 (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
the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Chapters 429 and 475.
The Bonds are payable primarily from the 1990 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 taring power of
the City have been and are hereby irrevocably pledged. The
Bonds are issuable only as fully registered bonds in
denominations of $5,000 or any multiple thereof, of single
maturities.
Bonds maturing in the years 1992 through 1996 are
payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in 1997 and later years 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 in $5,000
principal amounts selected by lot within a maturity, on
February 1, 1996 and on any interest payment 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 fond 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.
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The Bonds have been designated by the City as
"qualified taz-ezempt 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 ezecuted by the registered owner or
his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or
ezchange, 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
taz, fee or governmental charge required to be paid with
respect to such transfer or ezchange.
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, tq
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 tazable 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.
•
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•
[A copy of the opinion of Bond Counsel shall be
printed on the Bonds, below which the following certificate
shall appear.]
We certify that the above is a full, true and correct
copy of the legal opinion rendered by Bond Counsel on the issue
of Bonds of the City of Falcon Heights, Minnesota, which
includes the within Bond, dated as of the date of delivery of
and payment for the Bonds.
(Facsimile Signature)
City Clerk
(Facsimile Signature)
Mayor
•
The following abbreviations, when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants UNIF TRANS MIN ACT.....Custodian.....
in common (Gust) (Minor)
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
(State) common
under Uniform Transfers to
Minors
ACt ......................
Additional abbreviations may also be used.
ASSIGNMENT
CJ
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:
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. PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
NOTICE: The signature(s) to
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 guaran-
teed by a commercial bank or
trust company or by a broker-
age firm having a membership
in one of the major stock
exchanges.
Section 3. fond Terms. Execution and Delivery.
3.01. Maturities. Interest Rates. Denominations.
payment. Dating of Bonds. The City shall forthwith issue and
deliver the Bonds, which shall be denominated "General
Obligation Improvement Bonds of 1990" and shall be payable
primarily from the 1990 General Obligation Improvement Bond
Fund of the City created in Section 4.02. The Bonds shall be
dated initially as of February 1, 1990, shall be issuable in
the denominations of $5,000 or any integral multiple thereof,
. shall mature on February l in the years and amounts set forth
below, and Bonds maturing in such years and amounts shall bear
interest from February 1, 1990 until paid or duly called for
redemption at the rates per annum set forth opposite such years
and amounts, respectively:
year ount Rate ~~ ount ~.~
1992 $10, 000 5.80% 1997 $10, 000 6.15%
1993 10, 000 5.90% 1998 10, 000 6.20%
1994 10, 000 5.90% 1999 15, 000 6.25%
1995 10, 000 6.00% 2000 15, 000 6.30%
1996 10, 000 6.10% 2001 15, 000 6.40%
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.
•
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• 3.02. Interest Payment Dates. Interest on the Bonds
shall be payable on February 1 and August 1 in each year,
commencing August 1, 1990, 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) Register. 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 ezchanged.
(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 ezecuted 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) E.zchagge of Bonds. Whenever any Bond is
surrendered by the registered owner for exchange, the
Registrar shall authenticate and deliver one or more new
Bonds of a like aggregate principal amount, interest rate
and maturity, as requested by the registered owner or the
owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any
transfer or exchange shall be promptly cancelled by the
Registrar and thereafter disposed of as directed by the
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
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• 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.
(q) Taaes. Fees and Charges. For every transfer or
ezchange 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
ezchange.
• (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
ezchange 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 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.
•
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• (i) Anthenticat~na Age_n_t. The Registrar is hereby
designated authenticating agent for the Bonds, within the
meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
3.04. A~vointment of Initia~ Registrar. The City
hereby appoints American National Bank and Trust Company, of
St. Paul, Minnesota, as the initial Registrar. The Mayor and
' the City Clerk are authorized to ezecute and deliver, on behalf
of the City, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the
resulting corporation is a bank or trust company authorized by
law to conduct such business, such corporation shall be
authorized to act as successor Registrar. The City agrees to
pay the reasonable and customary charges of the Registrar for
the services performed. The City reserves the right to remove
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. On or before each
principal or interest due date, without further order of this
Council, the City Clerk shall transmit to the Registrar, from
the 1990 Improvement Bond Fund described in Section 4.02, money
sufficient for the payment of all principal and interest then
• due on the Bonds.
3.05. Redemption. Bonds maturing in the years 1992
through 1996 are payable on their respective stated maturity
dates without option of prior payment, but Bonds maturing in
1997 and later years are each subject to redemption, at the
option of the City and in whole or in part, and if in part, in
inverse order of maturities and, within any maturity, in X5,000
principal amounts selected by the Registrar by lot, on
February 1, 1996 and on any interest payment 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 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
•
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• redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City
shall default in the payment of the redemption price) such
Bonds or portions 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 X5,000 may be
. redeemed in part in any integral multiple of $5,000. The owner
of any Bond redeemed in part shall receive without charge, upon
surrender of such Bond to the Registrar, one or more new Bonds
in authorized .denominations equal in principal amount to be
unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be
prepared under the direction of the City Clerk and shall be
ezecuted 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; 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
ezecution, 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 ezecuted 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 ezecuted certificate of authentication on
-12-
• each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the
Bonds have been so ezecuted 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.
Section 4. Security Provisions.
4.01. ?990 Improvement Construction Fund. There is
hereby created a special bookkeeping fund to be designated as
the "1990 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 until completion
and payment of all costs of the Improvement. The Construction
Fund shall be used solely to defray ezpenses 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 ezpenses
. 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. 1990 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 "1990 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 tazes 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,
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• 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 tar 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 tares, 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 ezcess 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 tares 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 o Special Assessments. The City hereby
. covenants and agrees that for payment of the cost of the
Improvement it will do and perform all 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$) of the cost of the Improvement.
In the event that any such assessment shall be at any time held
invalid with respect to any lot, piece or parcel of land, due
to any error, defect or irregularity in any action or
proceeding taken or to be taken by the City or this Council or
any of the City's officers or employees, either in the making
of such assessment or in the performance of any condition
precedent thereto, the City and this Council hereby covenant
and agree that they will forthwith do all such further acts and
take all such further proceedings as may be required by law to
make such assessments a valid and binding lien upon such
property. The Council presently estimates that the special
assessments shall be in the principal amount of ~ 103,042.00
payable in not more than 10 installments, the first installment
to be collectible with tares during the year 19 91, and that
deferred installments shall bear interest at the rate of not
less than 8.3 percent (8_3$) per annum from the date of the
resolution levying said assessment until December 31 of the
year in which the installment is payable.
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• 4.05. Ad Valorem Tazes. The full faith and credit
and tazing 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 tazable property of the
City a direct, annual ad valorem taa, which shall be spread
upon the taz rolls prepared in each of the following years and
collected with other tazes in the following years and amounts
as follows:
Levy Collection
1990 1991 $ 0
1991 1992 0
1992 1993 0
1993 1994 0
1994 1995 0
1995 1996 0
1996 1997 0
1997 1998 4,100
1998 1999 5,800
1999 2000 5,600
The foregoing taa levies are such that if collected in full
they will produce at least five percent (5$) in ezcess of the
• amount needed to pay when due the principal of and interest on
the Bonds. This taz shall be irrevocably appropriated to the
Bond Fund as long as any of the Bonds are outstanding and
unpaid; provided that the City reserves the right and power to
reduce the levies in the manner and to the eztent permitted by
Minnesota Statutes, Section 475.61.
4.06. Full Faith and Credit Pledged. The full faith
and credit of the City are irrevocably pledged for the prompt
and full payment of the principal of and the interest on the
Bonds, and the Bonds shall be payable from the Bond Fund in
accordance with the provisions and covenants contained in this
resolution. It is estimated that the special assessments and
ad valorem tazes levied and to be levied for the payment of the
Improvement will be collected in amounts not less than five
percent (5$) in ezcess 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
•
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• 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 tar shall be
levied on all tazable 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, bearing interest payable at such times 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. County Auditor Revistration. Certification
of Proceedings, Investment of Money. Arbitrage. Official
Statement and Fees.
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• 6.01. County Auditor Reaistrat~n~. 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
taws described in Section 4.05 hereof have been levied as
required by law.
5.02. Certification of Proceedin~c. 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. Taa Covenant. The City covenants and agrees
with the owners from time to time of the Bonds that it will not
take or permit to be taken by any of its officers, employees or
• agents any action which would cause the interest on the Bonds
to become subject to tazation under the Internal Revenue Code
of 198b, as amended (the Code), and the Treasury 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 tazation under such Code and Regulations.
6.04. Fa mption From Rebate Recuirement. For
purposes of complying with the requirements of Section
148(f)(4)(C) of the Code relating to the ezemption 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 taaing
powers;
(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
L~
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. (iv) the aggregate face amount of all tax-exempt bonds
(other than Private Activity Bonds) issued by the
City in 1990 is not reasonably ezpected to exceed
$5,000,000.
6.05. Investment of Monev on DeDOSit in the Bond Fund.
After February 1, 1996 the City Clerk shall ascertain monthly
the amount on deposit in the Bond Fund. If after February 1,
1996 the amount on deposit therein ever ezceeds by more than
$5,750 the aggregate amount of principal and interest due and
payable from the Bond Fund within the nezt succeeding 12
months, such ezcess shall be used to prepay and redeem Bonds or
be invested at a yield less than or equal to the yield on the
Bonds and the General Obligation Certificates of Indebtedness
of 1990 of the City, 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 eztent 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.
6.06. 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 ezecute 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 Honds will not be used in a manner
that would cause the Bonds to be arbitrage bonds within the
meaning of the Code and Regulations.
6.07. 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 1990 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 ezcess of
• $10,000,000.
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r~
• 6.08. Official Statement. The Official Statement
relating to the Bonds, dated February 6, 1990, prepared and
distributed on behalf of the City by Ehlers and Associates,
Inc., is hereby approved. 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 A~lthorization of Receipt 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:
Payee
•
Ehlers and Associates, Inc.
Minneapolis, Minnesota
Moody's Investors
Service, Inc.
New York, New York
American National Bank
and Trust Company
Saint Paul, Minnesota
Service
Performed Amount
Financial
Consultant $2,040
Rating of Bonds 765
Registrar and
Paying Agent 300
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 the
Bonds. The Registrar shall transfer the remaining Bond
proceeds to or at the direction of the City.
Mayor
•
Attest
~~~
ity Clerk
-19-
~w
• The motion for the adoption of th'e foregoing
-resolution was duly seconded by Councilmember Wallin
and upon vote being taken thereon, the following voted in favor
thereof : Baldwin, Ciernia, Gehrz and Wa17 in
and the following voted against the same: None. One seat vacant.
whereupon said resolution was declared duly passed and adopted,
and was signed by the Mayor which signature was attested by the
City Clerk.
•
•
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