HomeMy WebLinkAboutCC RES 93-071 RESOLUTION RELATING TO $215,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1994A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY T Meeting Sheet
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103538
Box: 26
Folder: RES 1993
Document: CC RES 93-071 RESOLUTION RELATING TO $215,000
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES
1994A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING
THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY T
CERTIFICATION OF MINUTES RELATING TO
$215,000 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 1994A
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on December 13
1993 at 7:00 o'clock p.m., at the City Hall.
Members present: Ranallo, Marks, Enrooth, Wagner, and Fleming
Members absent: None
Documents Attached:
Minutes of said meeting (pages): 1 through 15
RESOLUTION NO. 93-0 71
RESOLUTION RELATING TO $215,000 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 1994A; AUTHORIZING THE
• ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS,
AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND
THE SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the obligations referred to in the title of this
certificate, certify that the documents attached hereto, as described above, have been
carefully compared with the original records of said corporation in my legal custody,
from which they have been transcribed; that said documents are a correct and
complete_transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far
as they relate to said obligations; and that said meeting was duly held by the
governing body at the time and place and was attended throughout by the members
indicated above, pursuant to call and notice of such meeting given as required by
law.
WITNESS my hand officially as such recording officer this 13 day
December , 1993.
Connie kroeplin
• (SEAL) City Clerk
.SPRINGSTE® 120 South Sixth _t,e-:
Suite 2507
PUBLIC FINANCE ADVISORS Minneapolis, MN 55402-1800
(612) 333-9177
Fax. (612) 349-5230
Home Office
85 East Seventh Place 16655 West Bluemound Road
Suite 100
290
Saint Paul, MN 55101.2143 Brookfield, WI 53005-5935, Wl
(612) 223-3000
Fax: (612) 223-3002 (4141 22
Fax- (4141) 782-782-2904
6800 College Boulevard
Suite 600
Overland Park, KS 66211-1533
(913) 345-8062
Fax. (913) 345-1770
1800 K Street NW
Suite 831
Washington, DC 20006.2200
(202) 466.3344
Fax (202) 223-1362
$215,000
CITY OF ST. ANTHONY, MINNESOTA
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1994A
AWARD: JOHN G. KINNARD & COMPANY INCORPORATED
SALE: December 13, 1993 Moody's Rating: Al
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
•JOHN G. KINNARD&COMPANY 3.00% 1995 $213,108.00 $37,669.92 4.0078%
INCORPORATED 3.20% 1996
3.40% 1997
3.60% 1998
3.80% 1999
4.00% 2000
4.10% 2001
MOORE, JURAN AND COMPANY, 3.00% 1995 $213,065.00 $38,395.42 4.0856%
INCORPORATED 3.25% 1996
3.50% 1997
3.70% 1998
3.90% 1999
4.00% 2000
4.20% 2001
FBS INVESTMENT SERVICES, INC. 3.00% 1995 $213,065.00 $38,956.25 4.1446%
3.25% 1996
3.50% 1997
3.75% 1998
4.00% 1999
4.10% 2000
4.25% 2001
PARK INVESTMENT CORPORATION 3.65% 1995-1996 $213,065.00 $39,688.13 4.2261%
• 3.75% 1997-1998
4.00% 1999
4.15% 2000
4.25% 2001 (Continued)
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY INC. 3.70% 1995 $213,068.55 $40,546.87 4.3176
3.85% 1996-1998
4.00% 1999
4.20% 2000
4.40% 2001
These Bonds are being reoffered at par.
BBI: 5.33
Average Maturity: 4.39 Years
•
•
It was reported that proposals were to be considered at the meeting for
• the sale by the City of its $215,000 General Obligation Tax Increment Refunding
Bonds, Series 1994A.
It was reported that 5 proposals for the purchase of said Bonds
had been received from the following institutions at or before the time stated in the
Terms of Proposal for the opening of proposals, and the proposals were then
publicly read and considered, and were all found to conform to the Terms of
Proposal and to be accompanied by the required security, and the terms of each
proposal have been determined to be as follows:
SEE ATTACHED
•
Councilmember Wagner then
• introduced the following resolution and moved its adoption:
RESOLUTION NO. 93-071
RESOLUTION RELATING TO $215,000 GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 1994A; AUTHORIZING
THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND
DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by the City Council (the Council) of the City of St.
Anthony, Minnesota (the City), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The City has presently outstanding its General
Obligation Tax Increment Bonds, Series 1985A, dated as of June 1, 1985 (the 1985A
Bonds). This Council hereby authorizes the sale of $215,000 General Obligation Tax
Increment Refunding Bonds, Series 1994A (the Bonds) of the City, the proceeds of
which would be used, together with any additional funds of the City which might be
required, to refund in advance of maturity the 1985A Bonds maturing in the years
1995 and thereafter which aggregate $215,000 in principal amount (the Refunded
Bonds). The Refunded Bonds are payable from a tax increment financing district
(the District) established by the Housing and Redevelopment Authority of St.
Anthony, Minnesota (the HRA) in connection with the Old Highway 8 (Walbon)
Redevelopment Plan of the HRA.
1.02. Sale of Bonds. The City has retained Springsted Incorporated, as
independent financial advisors in connection with the sale of the Bonds. Pursuant
to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), the requirements
as to public sale do not apply to the issuance of the Bonds. Proposals have been
received for the sale of the Bonds, and the Council has publicly considered all
proposals presented in conformity with the terms and conditions distributed by the
City to potential purchasers of the Bonds. The most favorable of such proposals is
ascertained to be that of John G. Kinnard s Co., Inc. , and
associates, of Minneapolis ' Minnesota , (the Purchaser), to purchase the
Bonds at a price of $213,108 plus accrued interest on all Bonds to the day of delivery
and payment, on the further terms and conditions hereinafter set forth.
1.03 Award of Bonds. The sale of the Bonds is hereby awarded to the
Purchaser and the Mayor and City Manager are hereby authorized and directed on
behalf of the City to execute a contract for the sale of the Bonds in accordance with
• the terms of the proposal. The good faith deposit of the Purchaser shall be retained
and deposited by the City until the Bonds have been delivered and shall be deducted
• from the purchase price paid at settlement. The good faith checks of other bidders
shall be returned to them forthwith.
1.04. Savings. It is hereby determined that by issuance of the Bonds the
City will realize a substantial interest rate reduction, a gross savings of
approximately $ 29,978 and a present value savings (using the yield on the
Bonds, computed in accordance with Section 14$ of the Internal Revenue Code of
1986, as amended, as the discount factor) of approximately $ 25,424 .
1.05. Issuance of Bonds. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the valid issuance of the Bonds
having been done, existing, having happened and having been performed, it is now
necessary for the Council to establish the form and terms of the Bonds, to provide
security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds.
2.01. Bond Form. The Bonds shall be prepared in substantially the
following form:
• -2-
• [Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION TAX
INCREMENT REFUNDING BOND, SERIES 1994A
Date of
Rate Maturity Original Issue CUSIP
January 1, 1994
REGISTERED SEE REVERSE
OWNER: FOR CERTAIN
DEFINITIONS
• PRINCIPAL
AMOUNT: DOLLARS
THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties,
Minnesota (the "City"), acknowledges itself to be indebted and, for value received,
hereby promises to pay to the registered owner above named, the principal amount
indicated above, on the maturity date specified above, without option of prior
payment, with interest thereon from the date hereof at the annual rate specified
above computed on the basis of the number of days elapsed in a 360-day year
consisting of twelve 30-day months, payable on February 1 and August 1 in each
year, commencing August 1, 1994, to the person in whose name this Bond is
registered at the close of business on the 15th day (whether or not a business day) of
the immediately preceding month. The interest hereon and, upon presentation and
surrender hereof, the principal hereof, are payable in lawful money of the United
States of America by check or draft of
in , as Bond Registrar, Transfer Agent and Paying
Agent (the Bond Registrar), or its successor designated under the Resolution
described herein.
• -3-
Additional provisions of this bond are contained on the reverse hereof
• and such provisions shall for all purposes have the same effect as though fully set
forth hereon.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Bond Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and
Ramsey Counties, State of Minnesota, by its City Council, has caused this Bond to be
executed by the signatures of the Mayor and the City Manager and has caused this
Bond to be dated as of the date set forth below.
Date of Authentication:
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
By
Authorized Representative
[Reverse of Bond]
This Bond is one of an issue in the aggregate principal amount of
$215,000 (the 'Bonds"), all of like date and tenor except as to serial number, interest
rate and maturity date, issued pursuant to a resolution adopted by the City Council
on December 13, 1993 (the 'Resolution") to refund certain of the City's outstanding
general obligation tax increment bonds, and is issued pursuant to and in full
conformity with the provisions of the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, Section 469.178 and
Chapter 475. This Bonds are payable primarily from tax increments to be derived
from a tax increment financing district established by the Housing and
Redevelopment Authority of St. Anthony, Minnesota (the "District") which have
been pledged to the payment of the Bonds by the Resolution. In addition, for the
full and prompt payment of the principal and interest on the Bonds as the same
become due, the full faith, credit and taxing power of the City have been and are
irrevocably pledged. The Bonds are issuable only as fully registered.bonds, in
denominations of $5,000 or any integral multiple thereof, of single maturities.
The Bonds have been designated by the City as "qualified tax-exempt
obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof, whether this
Bond is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the City nor the Bond Registrar shall be affected by any notice
to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Minnesota to be done, to exist, to happen and to be performed precedent to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the City according to its terms have been done, do exist, have happened and have
been performed as so required; that prior to the issuance hereof the City has pledged
and appropriated to a sinking fund established for the payment of the Bonds tax
increments to be derived by the City from the District; that, if necessary for the
payment of principal and interest on the Bonds, ad valorem taxes are required to be
levied upon all taxable property in the City, which levy is not limited as to rate or
amount; and that the issuance of this Bond does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation.
•
-5-
• 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
the applicable laws or regulations:
TEN COM -- as tenants UNIF TRANS MIN ACT..........Custodian..........
in common (Cult) . (Minor)
TEN ENT -- as tenants
by the entireties
under Uniform Transfers to
JT TEN -- as joint tenants Minors
with right of
survivorship and Act...................................................
not as tenants in (State)
common
Additional abbreviations may also be used.
•
-6-
ASSIGNMENT
• FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto , the within Bond and all
rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept
for registration thereof, with full power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this
OF ASSIGNEE: assignment must correspond with the
name as it appears upon the face of the
within Bond in every particular,
without alteration or any change
whatsoever.
Signature(s) must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the
Bond Registrar, which requirements
include membership or participation
in the Securities Transfer Association
Medalion Program (STAMP) or such
other "signature guaranty program"
as may be determined by the Bond
Registrar in addition to or in
substitution for STAMP, all in
accordance with the Securities
Exchange Act of 1934, as amended.
2.02. Form of Certificate. A certificate in substantially the following
form shall appear on the reverse side of each Bond, following a copy of the text of
the legal opinion of Bond Counsel:
We certify that the above is all full, true and correct copy of the legal
opinion rendered by Bond Counsel on the issue of Bonds of the City of St. Anthony,
Minnesota which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
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• Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The City
shall forthwith issue and deliver the Bonds, which shall be denominated "General
Obligation Tax Increment Refunding Bonds, Series 1994A". The Bonds shall be
issuable in the denomination of $5,000 each or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, and Bonds
maturing in such years and amounts shall bear interest computed on the basis of the
number of days elapsed in a 360-day year consisting of twelve 30-days months from
date of original issue until paid or duly called for redemption at the rates per annum
shown opposite such years and amounts as follows:
Year Amount Rate
1995 $15,000 3.00%
1996 30,000 3.20
1997 35,000 3.40
1998 35,000 3.60
1999 30,000 3.80
2000 35,000 4.00
2001 35,000 4.A
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond, the principal amount thereof, shall be payable by
check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Bond shall bear a date of
original issue of January 1, 1994, and shall be dated as of the date of authentication.
Interest on the Bonds shall be payable on February 1 and August 1 in each year,
commencing August 1, 1994, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto shall be as
follows:
(a) Register. The Registrar shall keep at its principal corporate trust
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of
Bonds entitled to be registered, transferred or exchanged.
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(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
• endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, dose the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed
of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the same
• until it is satisfied that the endorsement on such Bond or separate instrument
of transfer is legally authorized. The Registrar shall incur no liability for its
refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar
may treat the person in whose name any Bond is at any time registered in the
bond register as the absolute owner of such Bond, whether such Bond shall be
overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order
shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
• become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any such Bond lost, stolen or destroyed, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was lost, stolen or destroyed, and of the ownership thereof, and upon
furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the City and the
Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be cancelled by it and evidence of such cancellation shall be
given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured or been called for redemption in accordance with its terms, it shall
not be necessary to issue a new Bond prior to payment.
3.04. Appointment of Initial Registrar. The City hereby appoints
American National Bank and Trust Cou any , in St. Paul , Minnesota
as the initial bond registrar, transfer agent and paying agent (the Registrar). The
Mayor and the City Manager are authorized to execute and deliver, on behalf of the
City, a contract with the Registrar. Upon merger or consolidation of the Registrar
with another corporation, if the resulting corporation is a bank or trust company
• authorized by law to conduct such business, such corporation shall be authorized to
act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to
remove the Registrar upon thirty days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar shall deliver all cash
and Bonds in its possession to the successor Registrar and shall deliver the bond
register to the successor Registrar.
3.05. Redeml2tion. The Bonds shall not be subject to redemption prior
to maturity.
3.06. Preparation and Delivery. The Bonds shall be prepared under the
direction of the City Finance Director and shall be executed on behalf of the City by
the signatures of the Mayor and the City Manager. In case any officer whose
signature shall appear on the Bonds shall cease to be such officer before the delivery
of any Bond, such signature shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery.
Notwithstanding such execution, no Bond shall be valid or obligatory for any
purpose or entitled to any security or benefit under this resolution unless and until
a certificate of authentication on such Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of
• -10-
authentication on different Bonds need not be signed by the same representative.
• The executed certificate of authentication on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this resolution. When the
Bonds have been so executed and authenticated, they shall be delivered by the City
Finance Director to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser shall not
be obligated to see to the application of the purchase price.
Section 4. Use of Proceeds and Security Provisions.
Section 4.01. Use of Proceeds and Escrow Account. The proceeds of the
Bonds in the amount of $ 213,065 together with investment income thereon,
are irrevocably appropriated for the payment and redemption on February 1, 1994 of
the principal amount of the Refunded Bonds. Until applied for such purpose such
funds shall be held by the City in a separate escrow account. The accrued interest on
the Bonds shall be deposited in the Sinking Fund created pursuant to Section 4.02
hereof.
Section 4.02. General Obligation Tax Increment Refunding Bond
Sinking Fund. The Bonds shall be payable from a separate Series 1994A General
Obligation Tax Increment Refunding Bond Sinking Fund (the Sinking Fund) which
shall be created and maintained on the books of the City as a separate debt service
fund until the Bonds, and all interest thereon, are fully paid. There shall be credited
to the Sinking Fund the following:
(a) Any amount initially deposited therein pursuant to Section 4.01
hereof.
(b) All taxes levied and all other money which may at any time be
received for or appropriated to the payment of the principal of or interest on the
Bonds, including the tax increments herein pledged and appropriated to the Sinking
Fund and all collections of any ad valorem taxes levied for the payment of the
Bonds.
(c) Any other funds appropriated by the Council for the payment of the
Bonds.
4.03. Pledge of Tax Increment. Tax increment derived from the District
is hereby irrevocably pledged to the payment of the principal of and interest on the
Bonds. The HRA and the City have entered into a Pledge Agreement whereby the
HRA has pledged and appropriated tax increment from the District to pay the bonds
of the City payable from such tax increment.
• -11-
4.04. Full Faith and Credit Pledged. The full faith and credit and taxing
power of the City shall be and are hereby irrevocably pledged for the prompt and full
payment of the principal of and interest on the Bonds. It is estimated that the tax
increment from the District and other funds herein pledged for the payment of the
Bonds will be collected in amounts not less than five percent in excess of the
amounts needed to meet when due the principal of and interest on the Bonds and
all other obligations of the City payable from tax increments from the District as
required by Minnesota Statutes, Section 475.61. Consequently, no ad valorem taxes
are now levied to pay the Bonds or the interest to come due thereon, pursuant to
Minnesota Statutes, Section 469.178, subdivision 2.
4.05. Additional Bonds. The City reserves the right to issue additional
bonds payable from the Sinking Fund and tax increments to be derived from the
District may be'used to finance costs of other projects to be undertaken in accordance
with the Old Highway 8 (Walbon) Redevelopment Plan of the HRA or to refund
bonds previously issued for such purpose.
Section 5. Defeasance. When all of the Bonds have been discharged as
provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of the Bonds shall cease. The City may discharge its
obligations with respect to any Bonds which are due on any date by depositing with
the paying agent on or before that date a sum sufficient for the payment thereof in
full; or, if any Bond should not be paid when due, it may nevertheless be discharged
by depositing with the paying agent a sum sufficient for the payment thereof in full
with interest accrued to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bond called for redemption on any date
when it is prepayable according to their terms, by depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in full; provided that
notice of the redemption thereof has been duly given as provided in Section 3.05.
The City may also at any time discharge its obligations with respect to any Bonds,
subject to the provisions of law now or hereafter authorizing and regulating such
action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow
agent for this purpose, cash or securities which are general obligations of the United
States or securities of United States agencies which are authorized by law to be so
deposited, bearing interest payable at such time and at such rates and maturing on
such dates as shall be required, without reinvestment, to pay all principal and
interest to become due thereon to maturity or, if notice of redemption as herein
required has been duly provided for, to such earlier redemption date.
• -12-
Section 6. Registration, Certification of Proceedings, Investment of
Moneys, Arbitrage, Interest Disallowance and Official Statement.
6.01. Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this resolution with the County Auditors of Hennepin and
Ramsey Counties, together with such other information as they shall require, and to
obtain from each of such County Auditors a certificate that the Bonds have been
entered on upon such Auditor's register as required by law.
6.02. Certification of Proceedings. The officers of the City and the
County Auditors of Hennepin and Ramsey Counties are hereby authorized and
directed to prepare and furnish to the Purchaser, and to Dorsey & Whitney, Bond
Counsel, certified copies of all proceedings and records of the City, and such other
affidavits, certificates and information as may be required to show the facts relating
to the legality and marketability of the Bonds as the same appear from the books and
records under their custody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any heretofore furnished,
shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the holders from
time to time of the Bonds that it will not take or permit to be taken by any of its
officers, employees or agents any action which would cause the interest on the
Bonds to become subject to taxation under the Code and the Regulations
• promulgated thereunder (the Regulations), as such are enacted or promulgated and
in effect on the date of issue of the Bonds, and covenants to take any and all actions
within its powers to ensure that the interest on the Bonds will not become subject to
taxation under such Code and Regulations.
6.04. Arbitrage. The Mayor and City Manager being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this
resolution, are authorized and directed to execute and deliver to the Purchaser a
certificate in accordance with the provisions of Section 148 of the Code, and Sections
1.148 of the Regulations, stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect
that the proceeds of the Bonds will not be used in a manner that would cause the
Bonds to be arbitrage bonds within the meaning of said Code and Regulations.
The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain
such records, make such determinations, file such reports and documents and pay
such amounts at such times as are required under said Section 148(f) and applicable
Regulations to preserve the exclusion of interest on the Bonds from gross income
for federal income tax purposes, unless the Bonds qualify for the exception from the
rebate requirement under Section 148(f)(4)(C) of the Code and no "gross proceeds" of
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the Bonds (other than amounts constituting a "bona fide debt service fund") arise
during or after the expenditure of the original proceeds thereof. In furtherance of
the foregoing, the Finance Director is hereby authorized and directed to execute a
Rebate Certificate, in the form prescribed by Bond Counsel, and the City hereby
covenants and agrees to observe and perform the covenants and agreements
contained therein, unless amended or terminated in accordance with the provisions
thereof.
6.05. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating
to the disallowance of interest expenses for financial institutions. The City
represents that in calendar year 1994 the City and all subordinate entities do not
reasonably expect to issue tax-exempt obligations which are not private activity
bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private
activity bonds for purposes of this representation) in an amount in excess of
$10,000,000.
6.06. Official Statement. The Official Statement relating to the Bonds,
dated November 30, 1993, prepared and distributed on behalf of the City by
Springsted Incorporated, is hereby approved. Springsted Incorporated, is hereby
authorized of behalf of the City to prepare and distribute to the Purchaser a
supplement to the Official Statement listing the offering price, the interest rates,
other information relating to the Bonds required to be included in the Official
• Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934. Within seven business days from the
date hereof, the City shall deliver to the Purchaser 15 copies of the Official Statement
and such supplement. The officers of the City are hereby authorized and directed to
execute such certificates as may be appropriate concerning the accuracy,
completeness and sufficiency of the Official Statement.
Section 7. Redemption of Refunded Bonds. The City calls for
redemption on February 1, 1994 all of the Refunded Bonds. The City Finance
Director is authorized to take all steps necessary to redeem the Refunded Bonds on
such date.
Section 8. 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.
Section 9. Headings. Headings in this resolution are included for
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.
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IFA
ayor
Attest:
City Cler
The motion for the adoption of the foregoing resolution was duly
seconded by Member Marks and upon vote being taken thereon,
the following voted in favor thereof:
Wagner, Marks, Enrooth, Ranallo and Fleming
and the following voted against the same:
• None
whereupon said resolution was declared duly passed and adopted, and was
approved and signed by the Mayor, whose signature was attested by the City Clerk.
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