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HomeMy WebLinkAboutResolution 4901 . . . During said meeting, Councilmember Trude introduced the following Resolution, the reading of which was dispensed with by unanimous consent of the Council, and moved its adoption: RESOLUTION NO. 4901 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF THE CITY'S TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1996A BE IT RESOLVED by the City Council (the "Council") of the City of Mounds View, Minnesota (the "City"), as follows: 1. Findinqs. It is hereby determined: (a) The Council believes it to be in the City's best interest to consider an advance refunding of the City's Taxable General Obligation Tax Increment Bonds, Series 1989A, dated April 1, 1989 (the "1989A Bonds"), and the City's Taxable General Obligation Tax Increment Bonds, Series 1989C, dated November 1, 1989 (the "1989C Bonds"), issued in the original principal amounts of $1,760,000 and $1,490,000 respectively (collectively, the "Prior Bonds") . (b) The Series 1989A Bonds and the Series 1989C Bonds are subject to prepayment on February 1, 1998, and February 1, 1997, respectively, at the option of the City at the redemption price of par plus accrued interest. (c) The refunding of the Prior Bonds is consistent with covenants made with the holders thereof and is necessary and desirable for and will result in the reduction of debt service cost to the City. (d) It is necessary and expedient to issue the City's Taxable General Obligation Tax Increment Refunding Bonds, Series 1996A (the "Bonds"), to provide moneys for a refunding of the Prior Bonds (which Prior Bonds are sometimes referred to herein as the "Refunded Bonds") . (e) There has been presented to the City the form of a certain Escrow Agreement, dated as of March 1, 1996 (the "Escrow Agreement"), which is to be executed and delivered by and between the City and the Escrow Agent thereunder in connection with the issuance of the Bonds and which provides, in accordance with its terms and the terms of this 311176.1 2 -- . . (f) Resolution, for the deposit and investment within the Escrow Account thereunder of proceeds of the Bonds for subsequent disbursement by the Escrow Agent thereunder. The Council desires that the Bonds be issued in Book Entry Only Form, as hereinafter described. 2. Acceptance of Offer. The offer of FBS Investment Services, Inc. (the "Purchaser"), to purchase the City's $ 2,770,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 1996A, dated March 1, 1996 (the "Bonds", or individually a "Bond"), at the rates of interest and upon the other terms set forth in this Resolution, and to pay therefor the sum of $2,751,995.00 plus interest accrued to settlement, is hereby accepted. 3. Title: Original Issue Date: Denominations: Maturities. (a) The Bonds shall be titled "Taxable General Obligation Tax Increment Refunding Bonds, Series 1996A," shall be dated March 1, 1996, as the date of original issue and s~all be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds shall mature on February 1 in the years and amounts as follows: Year Amounts 1997 $260,000 1998 255,000 1999 270,000 2000 285,000 2001 300,000 2002 315,000 2003 .335,000 2004 355,000 2005 395,000 (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, or any of its successors to its functions hereunder (the "Depository"), will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and authorized denominations for each maturity of Bonds shall be deemed to be limited 311176.1 3 . . . 311176.1 during the Book Entry Only Period to the outstanding principal amount of that maturity. While in such book entry form, the Bonds are sometimes hereinafter referred to as being in "Book Entry Only Form." (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar described in this Resolution in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee") . (iii) With respect to the Bonds, neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or to the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Beneficial Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the registered owner of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall 4 . . . 311176.1 pay all principal of and premium, if any, and interest on the Bonds only to or upon the Holder or the Holders of the Bonds, as shown on the Bond Registrar's bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 11 hereof, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or the City, as the case may be, to the Depository as provided in the Blanket Issuer Letter of Representations required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Blanket Issuer Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, are collectively hereinafter referred to as the "Blanket Issuer Letter of Representations") . (vii) All transfers of beneficial ownership interests in each Bond issued in book-entry form shall be limited in principal amount to authorized denominations and shall be effected by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or the Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to 5 e . . 311176.1 the extent possible, give the Depository notice of such special record date not less than 30 calendar days in advance thereof to the extent possible. (ix) Any successor Bond Registrar, in its written acceptance of its duties under this Resolution and any paying agency registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Blanket. Issuer Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bond for a Bond of a lesser denomination as provided in paragraph 6 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Discontinuance termination of follows: Termination of Book-Entry Only System. of a particular Depository's services and the book-entry only system may be effected as (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bonds if the City determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book- entry transfers through the Depository is not in the best interests of the City. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City that the Beneficial Owners be issued certificates for the Bonds, the Bonds shall no longer be registered in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph ~~ hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 11 hereof, the Bonds will be delivered to the Beneficial Owners. 6 . . . (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 11 hereof. (d) Blanket Issuer Letter of Representations. The Mayor and Interim City Clerk-Administrator are authorized to execute in the name of the City the Blanket Issuer Letter of Representations in substantially the form on file in the offices of the City. In the event of the disability or the resignation or other absence of the Mayor or Interim City Clerk-Administrator, such other officers of the City who may act in their behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. The provisions in the Blanket Issuer Letter of Representations are incorporated herein by reference and made fully a part of this Resolution to the same extent as if set forth in full herein, and if and to the extent that any provisions of this Resolution are inconsistent or in conflict with the provisions of the Blanket Issuer Letter of Representations, the provisions in the Blanket Issuer Letter of Representations shall control. 4. Pur~ose: Refunding Findinqs. The Bonds shall provide moneys for a refunding of the City's Refunded Bonds. It is hereby found, determined and declared that such refunding is necessary or desirable for the reduction of debt service cost to the City and/or the adjustment of the maturities of the Prior Bonds in relation to the sources for their repaYment, and will result in a reduction of debt service cost to the City. All of the proceeds, including all investment earnings thereon, of the Prior Bonds have heretofore been expended by the City for the types of uses and purposes for which the City issued said Prior Bonds. The current and anticipated balances in the separate debt service accounts heretofore established by the City for the paYment of the principal of and interest on the Prior Bonds, respectively, have been taken into account in appropriately sizing the Bonds. The present value of the dollar amount of the debt service on the Bonds is lower by at least 3% than the present value of the dollar amount of the debt service on the Refunded Bonds, as provided in Minnesota Statutes, Section 475.67, Subdivision 12. The City has observed and complied with all of its obligations and covenants made by the City in connection with the issuance of the Prior Bonds. 5. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest PaYment Date"), commencing August 1, 1996, calculated on the basis of a 360-day year consisting of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years, as follows: 311176.1 7 . . . Maturity Year Interest Rate 1997 1998 1999 2000 2001 2002 2003 2004 2005 5.00% 5.10 5.25 5.40 5.50 5.60 5.75 5.85 6.00 6. Redemption. The Bonds shall not be subject to redemption and prepaYment by the City prior to their respective stated maturity dates. 7. Bond Reqistrar. First Trust National Association, St. Paul , Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar") and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract which the City and Bond Registrar may execute and which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. The principal of and interest on the Bonds shall be paid to the registered owners (or record owners) of the Bonds in the manner set forth in the form of Bond and paragraph 13 of this Resolution. 8. Form of Bond. The Bonds shall be substantially the following form: 311176.1 8 . . . UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MOUNDS VIEW R- $ TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1996A INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Mounds View, Ramsey County, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, without option of prior redemption, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 1996, at the rate per annum specified above (calculated on the basis of a 360-day year consisting of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest PaYment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in (the "Bond Registrar"), acting as paying agent, or at the principal office of any successor paying agent duly appointed by the City. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Registered Owner") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month preceding such Interest PaYment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Registered Owner hereof as of the Regular Record Date, and shall be payable to the person that is the Registered Owner hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Registered 311176.1 9 . . . given to Registered Owners not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Home Rule Charter of the City and the Constitution and laws of the State of Minnesota to be done, to have happened and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed in regular and due form, time and manner as required by law, and that this Bond, together with all other indebtedness of the City outstanding on the date of original issue hereof and the date of its actual issuance and delivery to the original purchaser, does not exceed any constitutional, statutory or Charter limitation of indebtedness. IN WITNESS WHEREOF, the City of Mounds View, Ramsey County Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the manual or facsimile signatures of its Mayor and its Interim City Clerk-Administrator; has caused the corporate seal of the City to be intentionally omitted herefrom, as permitted by law; and has caused this Bond to be executed manually by the Bond Registrar, acting as the City'S duly appointed authenticating agent for the Bonds. 311176.1 10 . . . Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CERTIFICATE OF CITY OF MOUNDS VIEW, RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Isl Mayor Isl Interim City Clerk-Administrator Bond Registrar By Isl Manual Authorized Signature ON REVERSE OF BOND I hereby certify that the foregoing is a full, true, and correct copy of the legal opinion executed by the above-named attorneys, except as to the dating thereof, which opinion has been handed to me for filing in my office prior to the time of delivery of the Bonds. Interim City Clerk-Administrator City of Mounds View, Minnesota 311176.1 11 '. . . No Prior Redemotion. The Bonds of this issue are not subject to redemption and prepayment prior to their respective stated maturity dates. Issuance: Puroose: General Obliqation. This Bond is one of an issue in the total principal amount of $ , all of like date of original issue and tenor, except as to registration number, maturity, interest rate and denomination, which Bond has been issued pursuant to and in full conformity with the Home Rule Charter of the City and the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on February 12, 1996 (the "Resolution"), for the purpose of providing money to finance certain costs of refunding certain prior bonded indebtedness of the City. This Bond constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. [For Bonds in Book Entry Only For.m, the following paragraph shall be added, and this Bond for.m (1) may be rearranged so that the signature blocks hereof appear at the end of the main text of this for.m or (2) may otherwise be amended to confor.m to book entry requirements and the Blanket Issuer Letter of Representations.] Book Entrv Only Form: Blanket Issuer Letter of Reoresentations. Pursuant to the Resolution, the Bonds may be issued in Book Entry Only Form, and during any period in which Bonds are in such form, the provisions applicable to the Bonds pursuant to the Blanket Issuer Letter of Representations shall apply, notwithstanding any contrary or inconsistent provision herein or in the Resolution. Denominations: Exchanqe: Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Registered Owner in person or by the Registered Owner's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City 311176.1 12 . . . contained in any agreement with the Bond Registrar. Thereupon the City shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees u~on Transfer or Loss. The Bond Registrar may require paYment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The City and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving paYment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Taxable Obligations. The City is not issuing the Bonds as tax-exempt obligations and accordingly makes no representation and intends to convey no expectation that the interest on this Bond will be excluded from gross income for purposes of United States income taxation or from either gross income or taxable net income for purposes of State of Minnesota income taxation. 311176.1 13 . . . ABBREVIATIONS 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 TEN ENT JT TEN - UTMA - - as tenants in common - as tenants by the entireties as joint tenants with right of and not as tenants in common as custodian for survivorship (Cus t) under the (Minor) Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 311176.1 14 . . . ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company, by a brokerage firm having a membership in one of the major stock exchanges or by any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a) (2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 311176.1 15 . . . 9. Execution: Temporary Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and Interim City Clerk-Administrator and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; and provided further that both of such signa- tures may be facsimiles and the corporate seal may be omitted on the Bonds as permitted by law, unless otherwise provided in the applicable form of Bond. In the event of disability or resigna- tion or other absence of either such officer, the Bonds may be signed by that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had relnained in office until delivery. The City may elect to deliver, in lieu of definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds shall, upon the preparation of the definitive bonds and the execution thereof, be exchanged therefor and canceled. 10. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is March 1, 1996. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. The Interim City Clerk-Administrator shall obtain a copy of the proposed approving legal opinion of bond counsel, Briggs and Morgan, Professional Association, St. Paul, Minnesota, which shall be complete except as to dating thereof, shall cause such opinion to be filed in the offices of the City, and shall cause said opinion to be printed on each of the Bonds, together with a certificate to be signed by the facsimile signature of the Interim City Clerk-Administrator in substantially the form set forth in the foregoing form of the Bonds. 11. Reqistration: Transfer: Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as 311176.1 16 . . . the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 10) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the registered owner of a Bond, Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the registered owner making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid obligations of the City evidencing the same debt, and entitled to the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require paYment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or l.'n'..lsual costs regarding transfers and lost Bonds. . Transfers shall also be subject to reasonable regula- tions of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and paYment dates. 311176.1 17 . . . 12. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 13. Interest Payment: Record Date. Interest on any Bond shall be paid on each Interest PaYment Date by check or draft mailed to the person in whose name the Bond is registered on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month preceding such Interest PaYment Date (the "Regular Record Date") . Any such interest not so timely paid shall cease to be payable to the person who is the registered owner thereof as of the Regular Record Date, and shall be payable to the person who is the registered owner thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the registered owners not less than ten (10) days prior to the Special Record Date. 14. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving paYment of principal of and premium, if any, and interest (subject to the paYment provisions in paragraph 13 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 15. Delivery: Application of Proceeds. The Bonds, when so prepared and executed, shall be delivered by the City Interim Financing Coordinator to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 16. Fund and Accounts. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds and the Refunded Bonds, and to make adequate and specific security to the Purchaser and registered owners from time to time of the Bonds and the Refunded Bonds, there is hereby created a special fund to be designated the Taxable General Obligation Tax Increment Refunding Bonds, Series 1996A Fund" (the "Fund") to be administered and maintained by the City Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Refunded Bonds and the Bonds herein authorized and the interest thereon shall have been fully paid. There shall be maintained in the Fund two separate accounts, to be designated the "Escrow Account" and the "Debt Service Account," respectively. 311176.1 18 . . . 311176.1 (i) Escrow Account. The proceeds of the sale of the Bonds, less such proceeds of the Bonds (if any) as may be used to pay issuance expenses or hereinafter directed for deposit into the Debt Service Account, plus any other available municipal funds ("Other Funds"), if any, as may be required to adequately fund the Escrow Account (under the Escrow Agreement) to accomplish its purposes, are hereby pledged and appropriated and shall be credited to the Escrow Account. The Escrow Account shall be maintained as an escrow account with the Escrow Agent which is and shall be a suitable financial institution within the State of Minnesota whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is at least $500,000. All proceeds of the sale of the Bonds to be received by the Escrow Agent shall be applied to fund the Escrow Account or to pay costs of issuing the Bonds. Such proceeds of the Bonds (together with the Other Funds, if any) which are not used by the Escrow Agent to pay costs of issuance of the Bonds are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon. The Escrow Account shall be invested in securities maturing or callable at the option of the holder thereof on such dates and bearing interest at such rates as shall be required to provide funds sufficient, together with any cash or other funds retained in the Escrow Account, to pay (1) when called for redemption on February 1, 1997, the principal amount of each of the callable 1989C Bonds, (2) when called for redemption on February 1, 1998, the principal amount of each of the callable 1989A Bonds, and (3) the regularly-scheduled interest and principal payments which hereafter come due on the 1989A Bonds and on the 1989C Bonds up to and including said prepayment dates, respectively. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account shall be remitted to the City, all in accordance with the terms of the Escrow Agreement. Such Other Funds, if any, as may be required to fully fund the Escrow Account as described above are hereby appropriated for said purpose and their investment and disbursement provided in the Escrow Agreement are hereby authorized and approved. (ii) Debt Service Account. To the Debt Service Account there are hereby pledged and irrevocably appropriated and there shall be credited: (1) all accrued interest received upon delivery of the Bonds which is not then deposited into the Escrow Account; (2) the tax increments and other revenues derived by the City from the Tax Increment Pledge Agreement described in paragraph 27 of this Resolution, but only in amounts and at such times as will be sufficient (together with other amounts in the Debt Service Account) to pay, when due, the principal of and interest on the Bonds; 19 . . . (3) all collections of any ad valorem taxes hereafter levied for the payment of the Bonds; (4) all investment earnings on funds held in the Debt Service Account; and (5) any amounts received by the City upon termination of the Escrow Account. The foregoing funds are hereby pledged to the Debt Service Account, but only in such amounts and at such times as may be necessary, together with other available funds therein (and the same shall be used solely), to pay the principal of and interest on the Bonds, when due. 17. 105% Debt Service Coveraqe. It is hereby determined that the estimated collections of the revenues dedicated to the Debt Service Account pursuant to paragraph 16(ii) of this Resolution would produce at least 5% in excess of the amount needed to meet, when due, the principal of and interest on the Bonds. The Interim City Clerk-Administrator is hereby directed to file a certified copy of this Resolution with the Ramsey County Director of Property Taxation and to obtain the certificate of said official required by Minnesota Statutes, Section 475.63. 18. General Obliqation Pledqe. The full faith and credit and taxing powers of the City are hereby pledged to the payment of the principal of and interest on the Bonds, and in the event of any current or anticipated deficiency of funds in the Debt Service Account of amounts needed to make any such payment, when due, the Council shall levy ad valorem taxes on all taxable property in the City in the amount of such deficiency. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 19. Prior Bonds: Security. Until retirement and full payment of the Prior Bonds, all provisions heretofore made for the security thereof shall be observed by the City; provided, however, that the Council hereby finds and determines that the proceeds of the sale of the Bonds to be used to refund the Refunded Bonds, together with other funds available and appropri- ated to the Escrow Account for said purpose, will be sufficient, together with the earnings on the investment of such funds in the Escrow Account, to pay all principal of and interest on the Refunded Bonds. 20. Redemotion of Refunded Bonds. The 1989C Bonds which mature in 1998 and thereafter shall be redeemed and prepaid on February 1, 1997, and the 1989A Bonds which mature in 1999 and thereafter shall be redeemed and prepaid on February 1, 1998, and 311176.1 20 . . . the paying agent/registrar(s) for the Prior Bonds are hereby authorized and directed to cause notice of said redemptions to be given to the owners of the respective issues of the Prior Bonds in the manner required by law and by the terms of the Prior Bonds, respectively. 21. Escrow Aqreement. On or prior to the date of delivery of the Bonds the Mayor and Interim City Clerk- Administrator are hereby authorized to execute on behalf of the City the Escrow Agreement substantially in the form heretofore presented to the City but with such insertions and modifications as shall be deemed by them to be necessary to accomplish its purposes, as evidenced by their execution and delivery thereof. All terms and conditions of such Escrow Agreement, as so executed and delivered, are hereby approved and adopted and made a part of this Resolution. 22. Purchase of Securities. Springsted Incorporated, the City's public finance advisor for the Bonds, is hereby authorized, in consultation and coordination with the City Finance Director to solicit sufficient bids and to purchase or cause to be purchased for and on behalf of the City and/or the Escrow Agent the appropriate securities (including United States Treasury Securities) to be placed in the Escrow Account and to execute all such documents (including the appropriate subscription forms, if applicable) required to effect such purchase. 23. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to 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. 24. Suoplemental Resolution. The resolutions of the Council adopted on February 27 and September 25, 1989, authorizing the issuance of the 1989A Bonds and the 1989C Bonds, respectively, are hereby supplemented to the extent necessary to give effect to the provisions of this Resolution. 25. Defeasance. When any obligation of a Bond has been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this Resolution to the registered owner of that Bond (with respect to the obligation thereof so defeased) shall, to the extent permitted by law, cease. The City may at any time discharge any or all of such 311176.1 21 . . . obligation(s) with respect to any Bond, subject to the provisions of law now or hereafter authorizing or regulating such action, by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United States of America, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date) . 26. Continuinq Disclosure Undertaking. The Council hereby acknowledges that the Bonds are subject to continuing disclosure requirements under Rule 15c2-12 (b) (5) (the "Rule") of the Securities and Exchange Commission. Consequently, on the date of actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as specified in the Undertaking. The proposed form of the Undertaking which has been submitted to the City for the Council's consideration is hereby approved, and the officers of the City are hereby authorized to execute and deliver that Undertaking in the proposed form or in such final form thereof reflecting such modifications thereof as are consistent with the Rule, requested by the original purchaser of the Bonds and acceptable to the City officials who shall execute the Undertaking (which consent shall be conclusively evidenced by their execution and delivery thereof). The Undertaking, as so executed and delivered by the City, shall be as much a part of this Resolution as if set forth in full herein and shall be for the benefit of the owners from time to time of the Bonds. 27. Tax Increment Pledqe Aqreement. The Council hereby approves and authorizes the Mayor and Interim City Clerk- Administrator to execute that certain Tax Increment Pledge Agreement, dated as of March 1, 1996, respecting the Bonds, which Agreement is between the City and the Mounds View EDA and has been presented for the Council's consideration, with such modifications, if any, as such officers shall approve, as evidenced by their execution and delivery thereof. 28. Severability. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. 311176.1 22 . . . 29. Headings. Headings in this Resolution are included for convenience of reference only and shall not limit or define the meaning of any provision hereof. Adopted by the City Council of the City of Mounds View, Minnesota, on February 12, 1996. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Blanchard and upon a vote being taken thereon, the following voted in favor thereof: Linke, Blanchard, Quick, Trude and Hankner and the following voted against the same: None Whereupon said resolution was declared duly passed and adopted. 311176.1 23 . . . . e- STATE OF MINNESOTA CITY OF MOUNDS VIEW INTERIM CITY CLERK- ADMINISTRATOR'S CERTIFICATE I, the undersigned, being the duly appointed and acting Interim City Clerk-Administrator of the-City of Mounds View, Minnesota, DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes with the original minutes of a meeting of the City Council duly called and regularly held on February 12, 1996, which extract is on file and of record in my office, and the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance of the City's Taxable General Obligation Tax Increment Refunding Bonds, Series 1996A. WITNESS my hand as such Interim City Clerk- Administrator and the official seal of the City this ~ day of February , 1996. --------.--- /'/ ~ ,/ ./ ------.-4'" ~ L ~~~im City Cler -Administrator (SEAL) 311176.1 t- . . . . EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MOUNDS VIEW, MINNESOTA Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Mounds View, Minnesota, was duly held in the Mounds View City Hall on February 12, 1996, commencing at 7:00 o'clock P.M., C.T. The following Councilmembers were present: Jerome Linke, phyllis Blanchard, Gary Quick, Julie Trude and Sue Hankner and the following were absent: None *** *** *** The meeting was convened in part for consideration of the offers which had been received, in accordance with the Terms of Proposal, for the purchase of the City's General Obligation Tax Increment Refunding Bonds, Series 1996B. 311080.1 t . 85 E. SEVE\ITH PLACE, SUITE 100 SAINT PAUL. MN 55101-2143 612-223-3000 FAX: 612-223-3002 -// ~. SPRINGSTED Public Finance Advisors ~ $810,000* CITY OF MOUNDS VIEW, MINNESOTA GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1996B .WARD: SALE: AMERICAN BANK NATIONAL ASSOCIATION February 12, 1996 Moody's Rating: A Bidder Interest Rates Price Net Interest True Interest Cost Rate AMERICAN BANK NATIONAL ASSOCIATION 3.40% 1997 3.50% 1998 3.70% 1999 3.90% 2000 4.00% 2001 4.10% 2002 4.20% 2003 4.25% 2004 4.35% 2005 $805,626.00 $176,566.71 4.2280% PIPER JAFFRAY INC. 3.25% 1997 3.40% 1998 3.65% 1999 3.85% 2000 3.95% 2001 4.05% 2002 4.15% 2003 4.25% 2004 4.35% 2005 $804,240.90 $176,574.52 4.2320% . (Continued) SAINT PAUL, MN . MINNEAPOLIS. MN . BROOKFIELD. WI . OVERLAND PARK. KS . WASHINGTON. DC - lOW A CITY. IA . 1 Interest Net Interest True Interest Bidder Rates Price Cost Rate JOHN G. KINNARD & COMPANY 3.50% 1997 $805,140.00 $178,093.54 4.2660:::~ INCORPORATED 3.60% 1998 3.75% 1999 3.85% 2000 4.00% 2001 4.10% 2002 4.20% 2003 4.30% 2004 4.40% 2005 CRONIN & COMPANY, INCORPORATED 3.40% 1997 $802,710.00 $178,755.42 4.2914% 3.60% 1998 3.75% 1999 3.85% 2000 3.95% 2001 4.05% 2002 4.15% 2003 4.25% 2004 4.35% 2005 FBS INVESTMENT SERVICES, INC. 3.30% 1997 $803,925.00 $179,045.21 4.2927% 3.60% 1998 3.70% 1999 3.85% 2000 4.00% 2001 4.10% 2002 . 4.20% 2003 4.30% 2004 4.40% 2005 MILLER & SCHROEDER FINANCIAL, INC. 3.50% 1997 $804,087.00 $179,506.33 4.3044% 3.65% 1998 3.80% 1999 3.90% 2000 4.00% 2001 4.10% 2002 4.20% 2003 4.30% 2004 4.40% 2005 UNITED BANKERS BANK 3.45% 1997 $804,762.50 $180,772.08 4.3318% 3.65% 1998 3.85% 1999 3.95% 2000 4.05% 2001 4.15% 2002 4.25% 2003 4.35% 2004 4.45% 2005 (Continued) . . ... Interest Net Interest True Interest Bidder Rates Price Cost Rate .JAIN BOSWORTH INCORPORATED 3.20% 1997 $802,710.00 $180,586.67 4.3346% 3.60% 1998 3.80% 1999 3.90% 2000 4.00% 2001 4.10% 2002 4.20% 2003 4.30% 2004 4.40% 2005 DOUGHERTY, DAWKINS, STRAND & 3.60% 1997 $803,601.00 $180,813.17 4.3387% BIGELOW, INCORPORATED 3.70% 1998 3.85% 1999 4.00% 2000 4.05% 2001 4.10% 2002 4.20% 2003 4.30% 2004 4.40% 2006 JURAN & MOODY, INCORPORATED 3.40% 1997 $802,710.00 $184,068.13 4.4173% 3.60% 1998 3.80% 1999 3.95% 2000 4.05% 2001 . 4.20% 2002 4.30% 2003 4.40% 2004 4.50% 2005 These Bonds are being reoffered at par. 88/: 5.37% Average Maturity: 5.16 Years Subsequent to bid opening, the 1999 maturity was increased by $5,000, resulting in a total issue size of $815,000. .