HomeMy WebLinkAboutCC RES 03-084 A RESOLUTION RELATING TO $ 1, 170,000 GENERAL OBLIGATION TAXABLE TAX INCREMENT REFUNDING BONDS, SERIES 2003E; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND Meeting Sheet
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104573
Box: 31
Folder: RES 2003
Document: CC RES 03-084 A RESOLUTION RELATING TO $ 1, 170,000
GENERAL OBLIGATION TAXABLE TAX INCREMENT REFUNDING BONDS,
SERIES 2003E; AUTHORIZING THE ISSUANCE, AWARDING THE SALE,
FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND
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CERTIFICATION OF MINUTES RELATING TO
$1,170,000 TAXABLE GENERAL OBLIGATION TAX
INCREMENT REFUNDING BONDS, SERIES 2003E
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on September 23, 2003,
at 7:00 o'clock p.m., at the City Hall.
Members present: 14oA son , J+rrsf, S�oarks, 'ThLt�s�'►� , >��u 5
Members absent: apn e—
Documents Attached:
Minutes of said meeting (pages): 1 through 18
RESOLUTION NO. 03- 0g4
RESOLUTION RELATING TO $1,170,000 TAXABLE
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 2003E; 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 -L-3_day of
emh�r , 2003.
l_, t Ef
Connie Kroeplin, City'Clerk
•
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It was reported that five (5)proposals had been received prior to 12:00 Noon,
• Central Time today for the purchase of the $1,170,000 Taxable General Obligation Refunding
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Bonds, Series 2003E of the City in accordance with the Official Statement distributed by the City
to potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms
of each have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See attached]
•
•
• BID TABULATION
$1,170,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2003E
CITY OF ST. ANTHONY, MINNESOTA
SALE: September 23, 2003
AWARD: CRONIN & COMPANY, INC.
RATING: Moody's Investors Service"Al" BBI: 4.84%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
CRONIN &COMPANY, INC. 2007 3.000% 2.850% $1,164,161.15 $335,732.54 4.4679%
Minneapolis, Minnesota 2008 3.400% 3.400%
CITIGROUP GLOBAL MARKETS, INC. 2009 4.000% 3.900%
Chicago, Illinois 2010 4.200% 4.250%
CIBC WORLD MARKETS 2011 4.500% 4.600%
New York, New York 2012 4.850% 4.900%
CITIZENS BANK 2013 5.000% 5.000%
Flint, Michigan
eTHLAND SECURITIES, INC 2007 2.750% $1,159,470.00 $335,778.61 4.4768%
neapolis, Minnesota 2008 3.300%
2009 3.800%
2010 4.100%
2011 4.550%
2012 4.800%
2013 5.000%
UMB BANK, N.A. 2007 3.200% $1,160,640.00 $356,544.19 4.7563%
Kansas City, Missouri 2008 3.800%
2009 4.250%
2010 4.550%
2011 4.750%
2012 5.000%
2013 5.150%
U.S. BANCORP PIPER JAFFRAY 2007 4250% $1,160,777.75 $366,409.06 4.8987%
Minneapolis, Minnesota 2008 4250%
2009 4500%
2010 4500%
2011 5.000%
2012 5.000%
2013 5.000%
•
EHLERS LEADERS IN PUBLIC FINANCE
3060 Centre Pointe Drive, Roseville, MN 5 51 1 3-1 105
651 697 8500 fax 651 697 8555 www.ehlers-inc corn
& ASSOCIATES INC
Offices in Roseville, MN, Brookfield, WI and Naperville, IL
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$1,170,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2003E �e 2
City of St.Anthony, Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MILLER JOHNSON STEICHEN KINNARD 2007 3.500% $1,157,130.00 $369,440.76 4.9410%
INVESTMENT SECURITIES, INC. 2008 4.250%
Minneapolis, Minnesota 2009 4.400%
2010 4.550%
2011 4.850%
2012 5.050%
2013 5.250%
•
adoption: Councilmember Faust then introduced the following resolution and moved its
•
RESOLUTION NO. 03-084
RESOLUTION RELATING TO $1,170,000 GENERAL
OBLIGATION TAXABLE TAX INCREMENT REFUNDING
BONDS, SERIES 200313; 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 Housing and Redevelopment Authority of St. Anthony,
Minnesota(the "HRA") has established Apache Plaza Tax Increment District (Tax Increment
District No. 3-Ramsey County), 39th and Silver Lake Road Tax Increment District (Tax
Increment District No. 4-Ramsey County) and Chandler Place Tax Increment District(Ramsey
County No. 58) (together, the "Districts") of the HRA. The City has issued its $1,720,000
Taxable General Obligation Tax Increment Bonds, Series 1996A, dated July 1, 1996 (the "1996
• Bonds") of the City, pursuant to Minnesota Statutes, Section 469.178 and Minnesota Statutes,
Chapter 475, to finance a portion of the costs of the purchase by SUPERVALU INC. of land in
the City which is subject to the redevelopment plans of the HRA, on which there was constructed
a new CUB Foods store. This Council hereby authorizes the issuance and sale of$1,170,000
General Obligation Taxable Tax Increment Refunding Bonds, Series 2003E (the "Bonds") of the
City,the proceeds of which will be used to refund in advance of their maturity the 2007 through
2013 maturities of the outstanding 1996 Bonds, aggregating $1,070,000 in principal amount (the
"Refunded Bonds") in a"crossover refunding" as defined in Minnesota Statutes, Section 475.17,
subdivision 13.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an
independent financial advisor, to assist the City in connection with the sale of the Bonds.
Interest on the Bonds will be subject to federal income taxation. Pursuant to the Terms of
Proposal for the sale of the Bonds, five (5)proposals for the purchase of the Bonds were received
at or before the time specified for receipt of proposals. The proposals have been opened and
publicly read and considered, and the purchase price, interest rates and true interest cost under
the terms of each bid have been determined. The most favorable proposal received is that of
Cronin & Company, Inc., of Minneapolis, Minnesota, and associates (the "Purchaser"), to
purchase the Bonds at a price of$1,164,161.15, the Bonds to bear interest at the rates set forth in
Section 3.01. The proposal is hereby accepted, and the Mayor and the City Manager are hereby
authorized and directed to execute a contract on the part of the City for the sale of the Bonds
• with the Purchaser. The good faith checks of the unsuccessful bidders shall be returned
forthwith.
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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.
1.04. 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. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
TAXABLE GENERAL OBLIGATION TAX
INCREMENT REFUNDING BOND, SERIES 2003E
Date of
• Rate Maturity Original Issue CUSIP
February 1, November 5, 2003
REGISTERED
OWNER: CEDE & CO.
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, with interest thereon from the date of original issue set forth above 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 February 1, 2004, to the person in whose name this Bond is registered at the close
of business on the 15th day(whether or not a business day) of the immediately preceding month,
all subject to the provisions referred to herein with respect to the redemption of the principal of
this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the
principal hereof, are payable in lawful money of the United States of America by check or draft
of Wells Fargo Bank Minnesota,National Association, in Minneapolis, Minnesota, as Bond
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Registrar, Transfer Agent and Paying Agent(the "Bond Registrar"), or its successor designated
• under the Resolution described herein.
This Bond is one of an issue in the aggregate principal amount of$1,170,000 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 September 23, 2003 (the "Resolution") to refund
certain of the City's 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 Bond is payable primarily
from tax increments to be derived from a tax increment financing districts (the "Districts")
established by the Housing and Redevelopment Authority of St. Anthony, Minnesota(the
"HRA")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.
Bonds maturing in the years 2007 through 2011 are payable on their respective
stated maturity dates without option of prior payment, but Bonds having stated maturity dates in
the years 2012 and 2013 are each subject to redemption and prepayment, at the option of the City
and in whole or in part and if in part, in the maturities selected by the City and by lot, assigned in
proportion to their principal amount, within any maturity, on February 1, 2011 and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus interest accrued to
• the date of redemption.
At least thirty days prior to the date set for redemption of any Bond, notice of the
call for redemption will be mailed to the Bond Registrar and to the registered owner of each
Bond to be redeemed at his address appearing in the Bond Register, but no defect in or failure to
give such mailed notice of redemption shall affect the validity of proceedings for the redemption
of any Bond, not affected by such defect or failure. Official notice of redemption having been
given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption
date,become due and payable at the redemption price herein specified and from and after such
date (unless the City shall default in the payment of the redemption price) such Bond or portions
of Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
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.
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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 Bond Fund established for the
payment of the Bonds tax increments to be derived by the HRA from the Districts which have
been pledge by the HRA to the City; 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.
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 the authorized
representatives of the Bond Registrar.
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
facsimile signatures of the Mayor and the City Manager and has caused this Bond to be dated as
of the date set forth below.
CITY OF ST. ANTHONY
City Manager Mayor
•
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CERTIFICATE OF AUTHENTICATION
• This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
Minneapolis, Minnesota, as Bond Registrar
By
Authorized Representative
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
in common ACT...................Custodian....................
• (Cust) (Minor)
TEN ENT—as tenants under Uniform Transfers to
by the entireties Minors Act...................................................
(State)
JT TEN—as joint tenants
with right of
survivorship and
not as tenants in
common
Additional abbreviations may also be used.
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.
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Dated:
• PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this assignment
OF ASSIGNEE: 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.
[End of Bond Form.]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment. The Bonds shall be
originally dated as November 5, 2003, 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 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 Year Amount Rate
2007 $145,000 3.00% 2011 $175,000 4.50%
2008 155,000 3.40% 2012 180,000 4.85%
2009 160,000 4.00% 2013 190,000 5.00%
2010 165,000 4.20%
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. Each Bond shall be dated by the Registrar as of the date of its
authentication.
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3.02. Dates, Interest Payment Dates. Interest on the Bonds shall be payable on
February 1 and August 1 in each year, commencing February 1, 2004, 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. Interest on the Bonds will be computed on the basis
of a 360-day year consisting of twelve 30-day months and will be rounded pursuant to the rules
of the Municipal Securities Rulemaking Board.
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.
(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, close the books for registration of any transfer
• after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) 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 canceled 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
•
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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 canceled 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.
• (i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
3.04. Appointment of Initial Registrar. The City hereby appoints Wells Fargo
Bank Minnesota,National Association in Minneapolis, Minnesota, as the initial Registrar. The
Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract
with Wells Fargo Bank Minnesota,National Association, as Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, such corporation shall be authorized
to act as successor Registrar. The City agrees to pay the reasonable and customary charges of
the Registrar for the services performed. The City reserves the right to remove any Registrar
upon thirty(30) days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor
Registrar. On or before each principal or interest due date, without further order of this Council,
the Finance Director shall transmit to the Registrar from the 2003 Taxable General Obligation
Tax Increment Refunding Bond Fund described in Section 4.02 hereof, moneys sufficient for the
payment of all principal and interest then due.
3.05. Redemption. (a) Bonds maturing in the years 2007 through 2011 are
payable on their respective stated maturity dates without option of prior payment, but Bonds
maturing in 2012 and 2013 are each subject to redemption, at the option of the City and in whole
• or in part, and if in part, in the maturities selected by the City and, within any maturity, in $5,000
principal amounts selected by the Registrar by lot, on February 1, 2011 and on any date
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thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus
• accrued interest to the date of redemption.
(d) At least thirty days prior to the date set for redemption of any Bond, the City
shall cause notice of the call for redemption to be mailed to the Registrar and to the registered
owner of each Bond to be redeemed, but no defect in or failure to give such mailed notice of
redemption shall affect the validity of proceedings for the redemption of any Bond not affected
by such defect or failure. The notice of redemption shall specify the redemption date,
redemption price,the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed
and the place at which the Bonds are to be surrendered for payment, which is the principal office
of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or
portions thereof so to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified and from and after such date (unless the City shall default in
the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any
integral multiple of$5,000. The owner of any Bond redeemed in part shall receive without
charge, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized
denominations equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction
of the City Manager 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 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 Manager 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. There is hereby established
as a separate account known as the "Escrow Account" in the 2003 Taxable General Obligation
Tax Increment Refunding Bond Account referred to in Section 4.02 hereof. The proceeds of the
Bonds in the amount of$1,138,981.20 shall be deposited into the Escrow Account and are
irrevocably appropriated for the payment of interest to become due on the Bonds to and
including February 1, 2006 (the "Crossover Date"), and for the payment and redemption of the
principal amount of the Refunded Bonds on the Crossover Date. The Finance Director is hereby
• authorized and directed, simultaneously with the delivery of the Bonds, to deposit the proceeds
thereof, to the extent described above, in escrow with Wells Fargo Bank Minnesota,National
9
Association, in Minneapolis, Minnesota(the"Escrow Agent"), a banking institution whose
deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital
and surplus is not less than $500,000, and shall invest the funds so deposited in securities
authorized for such purpose by Minnesota Statutes, Section 475.67, subdivision 8, maturing on
such dates and bearing interest at such rates as are required to provide funds sufficient, with cash
retained in the escrow account, to make the above-described payments. The Mayor and City
Manager are hereby authorized to enter into an Escrow Agreement with the Escrow Agent for
the Refunded Bonds establishing the terms and conditions for the escrow account in accordance
with Minnesota Statutes, Section 475.67.
Section 4.02. 2003 Taxable General Obligation Tax Increment Refunding Bond
Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon
unpaid, the Finance Director shall maintain a separate and special bookkeeping fund designated
"2003 Taxable General Obligation Tax Increment Refunding Bond Fund" (hereinafter referred to
as the "Bond Fund") to be used for no purpose other than the payment of the principal of and
interest on the Bonds and on such other improvement bonds of the City as have been or may be
directed to be paid therefrom. The City irrevocably appropriates to the Bond Fund (a)the
amounts appropriated in Section 4.01 to pay interest on the Bonds, (b) all amounts on deposit in
the debt service fund maintained for the payment of the Refunded Bonds upon the retirement of
the Refunded Bonds and all future collections of 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
Refunded Bonds, including the tax increments from the Districts herein pledged and
appropriated to the Bond Fund and all collections of any ad valorem taxes levied for the payment
• of the Bonds; (c) any taxes levied in accordance with this resolution, (d) all income derived from
the investment of amounts on hand in the Bond Fund, and (e) all such other moneys as shall be
received and appropriated to the Bond Fund from time to time. If the balance in the Bond Fund
is at any time insufficient to pay all interest and principal then due on all bonds payable
therefrom, the payment shall be made from any fund of the City which is available for that
purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient,
and the Council covenants and agrees that it will each year levy a sufficient amount to take care
of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or
statutory tax limitation.
4.03. Pledge of Tax Increment. Tax increment derived from the Districts is
hereby irrevocably pledged to the payment of the principal of and interest on the Bonds. Such
pledge of tax increment shall be on a parity with the pledge of such revenues to pay any other
bonds of the City, including the Taxable General Obligation Tax Increment Bonds, Series 1996A
of the City.
4.04. Full Faith and Credit Pledged. The full faith and credit of the City are
irrevocably pledged for the prompt and full payment of the principal of and the interest on the
Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions
and covenants contained in this resolution. It is estimated that the tax increments from the
Districts pledged to the payment of the Bonds, and the amounts appropriated by Section 4.01 to
pay interest on the Bonds will be collected in amounts not less than five percent(5%) in excess
• of the annual principal and interest requirements of the Bonds. If the money on hand in the Bond
Fund should at any time be insufficient for the payment of principal and interest then due, this
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City shall pay the principal and interest out of any fund of the City, and such other fund or funds
• shall be reimbursed therefor when sufficient money is available to the Bond Fund. If on
February 1 in any year the sum of the balance in the Bond Fund plus the amount of taxes and
special assessments theretofore levied for the Improvements and collectible through the end of
the following calendar year is not sufficient to pay when due all principal and interest become
due on all Bonds payable therefrom in said following calendar year, or the Bond Fund has
incurred a deficiency in the manner provided in this Section 4.05, a direct, irrepealable, ad
valorem tax shall be levied on all taxable property within the corporate limits of the City for the
purpose of restoring such accumulated or anticipated deficiency in accordance with the
provisions of this resolution.
4.05. Additional Bonds. The City reserves the right to issue additional bonds
payable from the Bond Fund and tax increments to be derived from the Districts may be used to
finance costs of other projects to be undertaken 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.
Section 6. Registration, Certification of Proceedings, Investment of Moneys and
Official Statement.
6.01. Registration. The City Manager 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 he shall require, and to obtain from each County Auditor
a certificate that the Bonds have been entered on upon the 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 LLP, Bond Counsel, certified copies of all
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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. Official Statement. The Official Statement relating to the Bonds, dated
September 11, 2003,prepared and distributed on behalf of the City by Ehlers &Associates, Inc.,
is hereby approved. Ehlers & Associates, Inc., 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 50 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.
The officers of the City are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official Statement.
6.04. Redemption of Refunded Bonds. All of the Refunded Bonds shall be called
for redemption on February 1, 2006, and the City Manager is hereby authorized and directed to
take all actions necessary to redeem the Refunded Bonds on the February 1, 2006.
• Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the original purchaser
and other participating underwriters in the primary offering of the Bonds to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the"Rule"), which will
enhance the marketability of the Bonds, the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
Outstanding Bonds (as hereinafter defined). The City is the only"obligated person" in respect of
the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of
which continuing disclosure must be made.
If the City fails to comply with any provisions of this Section 7, any person aggrieved
thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in
equity may appear necessary or appropriate to enforce performance and observance of any
agreement or covenant contained in this Section 7, including an action for a writ of mandamus or
specific performance. Direct, indirect, consequential and punitive damages shall not be
recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything
to the contrary contained herein, in no event shall a default under this Section 7 constitute a
default under the Bonds or under any other provision of this resolution.
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As used in this Section 7, "Owner" or`Bondowner"means, in respect of a Bond, the
• registered owner or owners thereof appearing in the bond register maintained by the Registrar or
any`Beneficial Owner" (as hereinafter defined)thereof, if such Beneficial Owner provides to
the Registrar evidence of such beneficial ownership in form and substance reasonably
satisfactory to the Registrar. As used herein, `Beneficial Owner" means, in respect of a Bond,
any person or entity which (i) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or(b) is treated as the owner of the
Bond for federal income tax purposes. As used herein, "Outstanding"means when used with
reference to Bonds means all Bonds which have been issued and authenticated by the Registrar
except(i)Bonds which have been paid in full (ii) Bonds which have been cancelled by the
Registrar or surrendered to the Registrar for cancellation and (iii) Bonds which have been
discharged as provided in Section 5 hereof.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2003 the following financial information and operating data
in respect of the City (the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
City, noting the discrepancies therefrom and the effect thereof, and certified as to
accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) To the extent not included in the financial statements referred to in
paragraph(A) hereof, the information for such fiscal year or for the period most
recently available of the type set forth below, which information may be
unaudited, but is to be certified as to accuracy and completeness in all material
respects by the fiscal officer of the City, to the best of his or her knowledge,
which certification may be based on the reliability of information obtained from
governmental or other third party sources:
Current Property Valuations; Direct Debt; Tax Levies and
Collections; Population Trend; Employment/Unemployment.
Notwithstanding the foregoing paragraph, if the audited financial statements are
• not available by the date specified, the City shall provide on or before such date unaudited
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financial statements in the format required for the audited financial statements as part of the
tDisclosure Information and, within 10 days after the receipt thereof, the City shall provide the
audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements, which have
been submitted to each of the repositories hereinafter referred to under subsection (b) or the SEC.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information a
statement to such effect; provided,however, if such operations have been replaced by other City
operations in respect of which data is not included in the Disclosure Information and the City
determines that certain specified data regarding such replacement operations would be a Material
Fact (as defined in paragraph (2) of this subsection (b)),then, from and after such determination,
the Disclosure Information shall include such additional specified data regarding the replacement
operations.
If the Disclosure Information is changed or this Section 7 is amended as permitted by this
paragraph(1) or subsection(d), then the City shall include in the next Disclosure Information to
• be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment
and the effect of any change in the type of financial information or operating data provided.
(2) In a timely manner, notice of the occurrence of any of the following events which is
a Material Fact(as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
and
(K) Rating changes.
As used herein, a"Material Fact" is a fact as to which a substantial likelihood exists that
a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
• available to the public. Notwithstanding the foregoing sentence, a"Material Fact" is also an
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event that would be deemed "material"for purposes of the purchase, holding or sale of a Bond
Owithin the meaning of applicable federal securities laws, as interpreted at the time of discovery of
the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required
under paragraph(1) of this subsection(b) at the time specified thereunder;
(B) the amendment or supplementing of this Section 7 pursuant to
subsection(d),together with a copy of such amendment or supplement and any
explanation provided by the City under paragraph (2) of subsection(d);
(C) the termination of the obligations of the City under this Section 8
pursuant to subsection(d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described
in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as
Oappropriate:
(1) the information described in paragraph(1) of subsection (b), to each then nationally
recognized municipal securities information repository under the Rule and to any state
information depository then designated or operated by the State of Minnesota as contemplated by
the Rule (the "State Depository"), if any;
(2) the information described in paragraphs (2) and (3) of subsection(b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection (b),to any rating agency then maintaining a
rating of the Bonds and, at the expense of such Bondowner, to any Bondowner who requests in
writing such information, at the time of transmission under paragraphs (1)or(2) of this
subsection (c), as the case may be, or, if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this Section 7 shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the
City under this Section 7 shall terminate and be without further effect as of any date on which the
City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative
O action or final judicial or administrative actions or proceedings, the failure of the City to comply
with the requirements of this Section 7 will not cause participating underwriters in the primary
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offering of the Bonds to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or
amendatory thereof.
(2) This Section 7 (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as provided in
paragraph (3) of subsection(b)) or the consent of the Owners of any Bonds, by a resolution of
this Council filed in the office of the recording officer of the City accompanied by an opinion of
Bond Counsel, who may rely on certificates of the City and others and the opinion may be
subject to customary qualifications, to the effect that: (i) such amendment or supplement(a) is
made in connection with a change in circumstances that arises from a change in law or regulation
or a change in the identity, nature or status of the City or the type of operations conducted by the
City, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule;
(ii)this Section 7 as so amended or supplemented would have complied with the requirements of
paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect
and interpreted at the time of the amendment or supplement was in effect at the time of the
primary offering; and (iii) such amendment or supplement does not materially impair the
interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the reasons for
the amendment and the effect, if any,of the change in the type of financial information or
• operating data being provided hereunder.
(3) This Section 7 is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph(b)(5) of the
Rule.
Section 8. Authorization of Payment of Certain Costs of Issuance of the Bonds.
The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the
payment of issuance expenses to Resource Bank& Trust Company, Minneapolis, Minnesota, on
the closing date for further distribution as directed by the City's financial advisor, Ehlers &
Associates, Inc.
Randy Hodson
Mayor
Attest:
Connie Kroeplin
City Clerk
•
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The motion for the adoption of the foregoing resolution was duly seconded by
Member N/A, and upon vote being taken thereon, the following voted in favor thereof:
Hodson, Faust, Horst, Sparks, Thuesen
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.
O
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