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HomeMy WebLinkAboutResolution 6659EXTRACT OF MINUTES OF MEETING CITY COUNCIL OF THE CITY OF MOUNDS VIEW, MINNESOTA Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mounds View, Minnesota, was duty called and held at the New Brighton City Hal, Minnesota, on Monday, November 14, 2005. The following members were present: and the following members were absent: Member 'r/~6dN~ f~'~ introduced the following resolution and moved its adoption: Resolution No. 6659 RESOLUTION 6659 CALLING FOR REDEMPTION OF OUTSTANDING GROSS REVENUE GOLF COURSE BONDS, SERIES 1994A, DATED JANUARY 1, 1994 WHEREAS, the City of Mounds View, Minnesota (the "City"} issued its $3,090,000 Gross Revenue Golf Course Bonds, Series 1994A, dated January 1, 1994 (the "Series 1994A Bonds"), of which $2,485,000 in principal amount remains outstanding; and WHEREAS, proceeds of the Series 1994A Bonds were used to finance the acquisition and betterment of the Golf Course (as defined in the Bond Resolution referenced below) located on certain property owned by the City (the "Golf Course Property"); and WHEREAS, the City, the Mounds View Economic Development Authority ("EDA")and Medtronic ,Inc. ("Medtronic"} entered into a Purchase Agreement and Contract for Private Development dated as of August 31, 2005 (the "Contract"}under which the City agreed to transfer title to the Golf Course Property to the EDA, and the EDA agreed to convey the Golf Course Property to Medtronic; and WHEREAS, the closing on cornieyance of the Golf Course Property from the EDA to Medtronic occurred on October 24, 2005; and WHEREAS, after such conveyance the Golf Course Property will be used for the development of certain private improvements by Medtronic in accordance with the Contract; and WHEREAS, in order to ensure that conveyance of the Golf Course Property to Medtronic is not treated as a deliberate action within the meaning of U.S. Treasury Regulation Section 1.141-2(d) of U.S. Treasury Regulations ("the Regulations"), the City expects to satisfy the remedial action requirements under Section 1.141-12 of the Regulations, as further described in this resolution; and WHEREAS, all of the Series 1994A Bonds maturing after January 1, 2004 are subject to redemption and prepayment at the option of the City on January 1, 2004 and on any date thereafter at a price of par, plus accrued interest to the date of redemption, all as provided in the resolution adopted by the City Council of the City of Mounds View, Minnesota on December 13, 1993, authorizing the issuance of the Series 1994A Bonds (the "Bond Resolution"); and • -268626v1 SJB MiJ205-30 WHEREAS, the City Council of the City deems it desirable and in the best interests of the City to redeem bands maturing in the years 2007 through 2014, inclusive, totaling $2,300,000 in principal amount, on • January 1, 2006, in accordance with the Bond Resolution; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Mounds View, Minnesota, as follows: Section 1. Findin s. The City finds that the conditions for taking a remedial action under Section 1.141-12(a)(1) through (5) of the Regulations are met, for the following reasons: (a) The City reasonably expected on the date of issue of the Series 1994A Bonds that the Series 1994A Bonds would meet neither the private business test nor the private loan financing test for the entire term of the Series 1994A Bonds. (b) The term of the Series 1994A Bonds is not longer than reasonably necessary for the governmental purposes of that issue; specifically, the City finds that the weighted average maturity of the Series 1994A Bonds (15.1454 years) is not greater than 120 percent of the average expected economic life of the property financed with proceeds of the Series 1994A Bonds. (c) Medtronic paid fair market value for the Golf Course Property, as evidenced by the fact that the purchase price payable to the Authority in the Contract is at least equal to the appraised value of the Golf Course Property as determined by appraisals undertaken for both Medtronic and the City (taking into account allocations to the Golf Course Property in the case of the City appraisal, which includes additional property). (d) Proceeds from the conveyance of the Golf Course Property will be treated as gross proceeds of the Series 1994A Bonds, allocable to such bonds in proportion to the outstanding • principal amount of such bonds; no sources of funding other than proceeds of the Series 1994A Bonds were used to finance acquisition and betterment of the Golf Course. (e) The City will redeem the outstanding Series 1994A Bonds in accordance with Section 2 of this resolution, within 90 days after the date of closing under the Contract, which timely redemption constitutes a remedial action under Section 1.141-12(d) of the Regulations. Section 2. Redemption of Series 1994 Bonds. (a) The Series 1994A Bonds maturing in the years 2007 through 2014, inclusive, totaling $2,300,000 in principal amount shall be redeemed and prepaid on January 1, 2006, at par, plus accrued interest. (b) The bond registrar and paying agentfor the Series 1994A Bonds (U.S. Bank National Association, successor to Firstar Trust Company, (as agent for Firstar Bank, N.A.), successor to American Bank, National Association, formerly, American National Bank & Truk Company in St. Paul, Minnesota; hereafter the "Registrar"), is authorized and directed to give mailed notice of call for redemption of the outstanding maturities of the Series 1994A Bonds to all holders of the Series 1994A Bonds, such notice to be mailed at least 30 days prior to January 1, 2006 in substantially the form shown as Exhibit A. (c) The City Clerk-Administrator of the City is hereby authorized and directed to deposit with the Registrar prior to the call date of January 1, 2006, disposition proceeds from conveyance of the Golf Course Property in the amount sufficient to pay all principal and interest due on the Series 1994A Bonds as of the call date. Section 3. Further Proceedings. The City Clerk-Administrator is authorized and directed to take • all other actions necessary to carry out the intent of this resolution, including without limitation delivering to the SJB-268626v1 M1J205-30 2 Registrar a certified copy of this Resolution. • The motion for the adoption of the foregoing resolution was duly seconded by member 5T1 6NE"y and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly pass and adopted. 1' f~ ~i! Ro ~ Marty, Mayor <(//~ t K rt Ulrich, Clerk-Administrator ~~ SJB-268626v1 MLJ205-30 3 STATE OF MINNESOTA • COUNTY OF RAMSEY CITY OF MOUNDS VIEW I, the undersigned, being the duly qualified and acting City Clerk Administrator of the City of Mounds View, Minnesota (the "City"), hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on Monday, November 14, 2005, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes, insofar as they relate to the redemption of certain Gross Revenue Golf Course Bonds, Series 1994A of the City. WITNESS My hand as City Clerk Administrator and the corporate seal of the City this ~ ~ day of November, 2005. - ~.~~ ,/' . urt Ulrich City Clerk-Administrator City of Mounds View, Minnesota (SEAL) • SJB-268626v1 M[J205-30 4 EXHIBIT A NOTICE OF REDEMPTION Gross Revenue Gotf Course Bonds, Series 1994A Dated January 1, 1994 City of Mounds View, Minnesota NOTICE IS HEREBY GIVEN that by order of the City Counci{ of the City of Mounds View, Minnesota, there have been called for redemption and prepayment on January 1, 2006 the following outstanding bonds of the City designated as Gross Revenue Golf Course Bonds, Series 1994A, dated January 1, 1994: Maturity Date Principal Amount Interest Rate CUSIP Number* January 1, 2007 200,000 5.800% 620626 AH4 January 1, 2008 225,000 5.900% 620626 AJO January 1, 2014 1,875,000 6.125% 620626 AK7 The bonds are being called at a price of 100% of their principal amount plus accrued interest to January 1, 2006, on which date they will cease to bear interest. Holders of such bonds hereby called for redemption should present their Bonds for payment at the address below, on or before January 1, 2006. 1f by Mail U.S. Bank National Association Corporate Trust Department P.O. Box 64111 St. Paul, MN 55164-0111 1f by Hand or Overnight Mail U.S. Bank National Association U.S. Bank Center Bond Drop Window - 1 ~` Floor 60 Livingston Avenue St. Paul, Minnesota, MN 55107 It is recommended that you mail your bonds registered or certified mail to guard against loss. BY ORDER OF THE CITY COUNCIL CITY OF MOUNDS VIEW, MINNESOTA /s/ Mayor C7 Dated: November 14, 2005 Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number. or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W 9 Farm, which may be obtained at a bank or other financial institution. *Neither the City nor the Bond Registrar/Paying Agent shall be responsible for the selection of or use of the CUSIP number, and no representation is made as to its correctness indicated in the Notice of Redemption. CUSIP numbers are included solely for the convenience of the Holders. SJB-268626v1 ML7205-30 A-1