HomeMy WebLinkAboutResolution 4902
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During said meeting, Councilmember Quick
introduced the following Resolution, the reading of which was
dispensed with by unanimous consent of the Council, and moved its
adoption:
RESOLUTION NO. 4902
RESOLUTION PROVIDING FOR THE
ISSUANCE AND SALE OF THE CITY'S GENERAL
OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 1996B
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 General Obligation Tax Increment Bonds,
Series 1989B, dated November 1, 1989, issued in
the original principal amount of $930,000 (the
"Prior Bonds") .
(b) The Prior Bonds are subject to prepayment on
February 1, 1997, 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
General Obligation Tax Increment Refunding Bonds,
Series 1996B (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
Resolution, for the deposit and investment within
the Escrow Account thereunder of proceeds of the
Bonds for subsequent disbursement by the Escrow
Agent thereunder.
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(f) The Council desires that the Bonds be issued in
Book Entry Only Form, as hereinafter described.
2. Acceotance of Offer. The offer of American Bank
National Association (the "Purchaser"), to
purchase the City's $ 815,000 General Obligation Tax
Increment Refunding Bonds, Series 1996B, 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 $810,599.00 plus interest accrued to
settlement, is hereby accepted.
3. Title: Oriqinal Issue Date: Denominations:
Maturities.
(a) The Bonds shall be titled "General Obligation Tax
Increment Refunding Bonds, Series 1996B," shall be dated
March 1, 1996, as the date of original issue and shall 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 $ 80,000
1998 80,000
1999 85,000
2000 85,000
2001 90,000
2002 95,000
2003 95,000
2004 100,000
2005 105,000
(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:
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(i) The Bonds shall be initially issued and, so
long as they remain in book entry form only (the "Book
Entry Only Periodll), 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
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."
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(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
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
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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
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.
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(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-Entrv 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 11 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.
(iii) Nothing in this subparagraph (c) shall
limit or restrict the provisions of paragraph 11
hereof.
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(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 I~terim 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. Purpose: Refundinq 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 account heretofore established by the City for the
payment of the principal of and interest on the Prior Bonds 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:
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Maturity
Year
Interest
Rate
1997
1998
1999
2000
2001
2002
2003
2004
2005
3.40%
3.50
3.70
3.90
4.00
4.10
4.20
4.25
4.35
6. Redemotion. 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:
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o
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MOUNDS VIEW
R-
$
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BOND, SERIES 1996B
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 Daten). 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 Owners
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of the Special Record Date shall be 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.
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e
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
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No Prior Redemotion. The Bonds of this issue are not
subject to redemption and prepayment prior to their respective
stated maturity dates.
Issuance: Purpose: 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 Entry Only Form: Blanket Issuer Letter of
Representations. 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
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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 "bearerll 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 upon 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 Reqistered 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.
Oualified Tax-Exempt Obligations. The Bonds have been
designated by the City as "qualified tax-exempt obligationsll for
purposes of Section 265(b) (3) of the Internal Revenue Code of
1986, as amended.
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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 -
UT!vf.A -
- 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
(Cust)
under the
(Minor)
Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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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.)
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9. Execution: Temoorary 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
signatures 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 resignation 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 remained 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: Exchanqe. The City will
cause to be kept at the principal office of the Bond Registrar a
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bond register in which, subject to such reasonable regulations as
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 unusual 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.
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12. Riqhts Upon Transfer or Exchanqe. 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 Reqistered 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 tpe 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 General Obligation Tax
Increment Refunding Bonds, Series 1996B 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.
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311080.1
(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,
tosecner 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 Refunded Bonds
and (2) the regularly-scheduled interest and principal
payments which hereafter come due on the Refunded Bonds up
to and including said prepayment date. 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 30 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;
(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
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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.
No portion of the proceeds of the Bonds shall be used
directly or indirectly to acquire higher yielding investments or
to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable
temporary period until such proceeds are needed for the purpose
for which the Bonds were issued and (2) in addition to the above
in an amount not greater than any applicable "minor portion"
which may be available for the Bonds. To this effect, any
proceeds of the Bonds and any sums from time to time held in the
Debt Service Account in excess of amounts which under
then-applicable federal arbitrage regulations may be invested
without regard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into
account any applicable "temporary periods" or "minor portion"
made available under the federal arbitrage regulations. Money in
the Fund shall not be invested in obligations or deposits issued
by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such
investment would cause the Bonds or any Additional Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code") .
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
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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 Prior Bonds
which mature in 1998 and thereafter shall be redeemed and prepaid
on February 1, 1997, and the paying agent/registrar for the Prior
Bonds is hereby authorized and directed to cause notice of said
redemption to be given to the owners of the Prior Bonds in the
manner required by law and by the terms of the Prior Bonds.
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
311080.1
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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. Neqative Covenant as to Use of Proceeds and
Improvements. The City hereby covenants not to use the project
which was financed by the issuance of the Prior Bonds (the
"Improvements" or the "Project") or to cause or permit the
Improvements to be used, or to enter into any deferred payment
arrangements for the cost of the Improvements, in such a manner
as (or to take any action or permit any other circumstance to
exist or any action to be taken, the effect to which would be) to
cause the Bonds to be "private activity bonds" within the meaning
of Sections 103 and 141 through 150 of the Code. In particular,
but without limitation, the City covenants to forebear the
implementation, effectuation or enforcement of any and all
contracts or other agreements respecting the Improvements or any
property benefitted thereby or assessed with respect thereto,
which it may now or in the future have with developers,
contractors, owners, lessees, managers, or any other person or
parties to the extent that such implementation, effectuation or
enforcement would (individually or in the aggregate) cause the
Bonds to become such "private activity bonds," and to said
limited extent the City would and hereby does (solely for the
benefit of the owners of the Bonds) disavow any and all such
provisions, entitlements and enforcements which would or could
become so offending.
25. Tax-Exempt Status of the Bonds: Rebate. The City
shall comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small-issuer exception amount of $5,000,000, or do not otherwise
qualify for available exceptions. For purposes of qualifying for
the small-issuer exception to the federal arbitrage rebate
requirements, the City hereby finds, determines and declares that
(1) the Bonds are issued by a governmental unit with general
taxing powers, (2) no Bond is a private activity bond, (3)
ninety-five percent (95%) or more of the net proceeds of the
Bonds are to be used for local governmental activities of the
City (or of a governmental unit the jurisdiction of which is
entirely within the jurisdiction of the City), and (4) the
aggregate face amount of all tax-exempt bonds (other than private
activity bonds) issued by the City (and all entities subordinate
to, or treated as one issuer with, the City) during the 1996
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calendar year is not reasonably expected to exceed $5,000,000,
all within the meaning of Section 148(f) (4) (D) of the Code.
For purposes of substantiating the determination that the
Bonds, being refunding bonds, are eligible for exception from
rebate pursuant to the above, in particular because they meet the
applicable requirements set out in Section 148 (f) (4) (D) (v) of the
Code, the City hereby represents and determines that (1) the
Prior Bonds were issued in 1989 by the City, which was at that
time and is now a governmental unit with general taxing powers;
(2) the Prior Bonds were not private activity bonds under
Sections 103 and 141 through 150 of the Code, and the City
qualified the Bonds within the "small-issuer" exception of [then]
Section 148 (f) (4) (C) of the Code; (3) 95% or more of the net
proceeds of the Prior Bonds were used for local governmental
activities of the City; (4) the City, together with all issuers
subordinate to or treated as one issuer with the City, did not
issue in excess of $5,000,000 of bonds (other than private
activity bonds) during calendar year 1989; (5) the average
maturity date of the Bonds is not later than the average maturity
date of the Refunded Bonds; and (6) none of the Bonds has a
maturity date which is later than 30 years after the date on
which the Prior Bonds were issued.
26. Designation of Oualified Tax-Exemot Obliqations.
In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b) (3) of the Code,
the City hereby makes the following factual statements and
representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as
defined in Section 141 of the Code (reorganizing that,
pursuant to Section 265(b) (3) (B) (ii) (I) of the Code, the
Bonds, being "qualified 501 (c) (3) bonds", are not treated as
private activity bonds for this purpose) ;
(c) the City hereby designates the Bonds as "qualified
tax-exempt obligations" for purposes of Section 265 (b) (3) of
the Code;
(d) the reasonably anticipated amount of tax-exempt
obligations (other than private activity bonds, treating
qualified 501(c) (3) bonds as not being private activity
bonds) which will be issued by the City (and all entities
subordinate to, or treated as one issuer with, the City)
during calendar year 1996 is not reasonably anticipated to
exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by
the City (or any entity subordinate to, or treated as one
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issuer with, the City) during calendar year 1996 have been
designated for purposes of Section 265(b) (3) of the Code.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
27. Suoolemental Resolution. The September 25, 1989,
resolution of the Council authorizing the issuance of the Prior
Bonds is hereby supplemented to the extent necessary to give
effect to the provisions of this Resolution.
28. 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
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) .
29. Continuing 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
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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.
30. 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.
31. 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.
32. Headinqs. 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 Hankner 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.
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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 General Obligation Tax Increment Refunding Bonds,
Series 1996B.
WITNESS my hand as such Interim City Clerk-
Administrator and the official seal of the City this (3 day of
February
, 1996.
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I ./ _ r _1 /" C--------7 L
Interim City Clerk~dministrator
(SEAL)
311080.1