HomeMy WebLinkAboutCC RES 95-063 RESOLUTION RELATING TO $2,650,000 GENERAL OBLIGATION TAX INXREMENT BONDS, SEREIES 1995B; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR Meeting Sheet
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103393
Box: 26
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Folder: RES 1995
Document: CC RES 95-063 RESOLUTION RELATING TO $2,650,000
GENERAL OBLIGATION TAX INXREMENT BONDS, SEREIES 19956;
AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE
FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY THEREFOR
CERTIFICATION OF MINUTES RELATING TO
$2,650,000 GENERAL OBLIGATION TAX
INCREMENT BONDS, SERIES 1995B
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on November 27,
1995 at 7:00 o'clock p.m., at the City Hall.
Members present: Ranallo, Fleming, Marks, Wagner
Members absent: Enrooth
Documents Attached:
Minutes of said meeting (pages): 1 through 18
RESOLUTION NO. 95- 0 6 3
RESOLUTION RELATING TO $2,650,000 GENERAL OBLIGATION
TAX INCREMENT BONDS, SERIES 199513; 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 Z 74j day
of Nouem Ioe r 1995.
Connie Kroeplin
• (SEAL) City Clerk
i
It was reported that proposals were to be considered at the meeting for
the sale by the City of its $2,650,000 General Obligation Tax Increment Bonds, Series
1995B.
It was reported that Nine ( 9 ) 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 sale of the Bonds approved by the City on
October 24, 1995. The proposals were then publicly read and considered, and the
terms of each proposal have been determined to be as follows:
Net Interest
Bid for Interest Cost-True Interest
Name of Bidder Principal Rate Rate
• SEE ATTACHED
•
,
85 E.SEVENTH PLACE,SUITE 100
SAINT PAUL,MN 55101-2143
612-223-3000 FAX:612-2123-3002
•
SPRINGSTED
Public Finawe Advisors
$2,650,000
CITY OF ST.ANTHONY, MINNESOTA
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1995B
AWARD: PIPER JAFFRAY INC.
ROBERT W. BAIRD&COMPANY, INCORPORATED
SALE: November 27, 1995 Moody's Rating: A-1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY INC. 3.80% 1996 $2,640,324.85 $1,030,460.57 4.8520%
ROBERT W. BAIRD &COMPANY, 3.90% 1997
INCORPORATED 4.05% 1998
4.15% 1999
4.25% 2000
4.30% 2001
4.40% 2002
4.50% 2003
4.60% 2004
4.70% 2005
4.80% 2006
4.90% 2007
5.00% 2008
5.10% 2009
5.20% 2010
SMITH BARNEY 3.75% 1996 $2,632,071.10 $1,029,985.98 4.8631%
CRONIN & COMPANY, INCORPORATED 3.90% 1997
4.05% 1998
• 4.15% 1999
4.25% 2000
4.30% 2001
4.40% 2002
4.50% 2003 (Continued)
SAINT PAUL,MN MINNEAPOLIS,MN BROOKFIELD,WI • OVERLAND PARK,KS WASHINGTON,DC • IOWA CITY,IA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
4.60% 2004 •
4.70% 2005
4.80% 2006-2007
5.00% 2008-2009
5.10% 2010
DAIN BOSWORTH INCORPORATED 4.00% 1996-1997 $2,637,380.35 $1,031,905.90 4.8636%
4.05% 1998
4.15% 1999
4.25% 2000
4.30% 2001
4.40% 2002
4.50% 2003
4.60% 2004
4.70% 2005
4.80% 2006
4.90% 2007
5.00% 2008
5.10% 2009
5.15% 2010
HARRIS TRUST& SAVINGS BANK 3.75% 1996 $2,622,711.85 $1,033,136.48 4.8869%
Josephthal, Lyon & Ross, Inc. 3.90% 1997
Wachovia Bank of North Carolina, N.A. 4.00% 1998
4.10% 1999
4.15% 2000
4.20% 2001
4.30% 2002
4.40% 2003
4.50% 2004
4.60% 2005
4.70% 2006
4.80% 2007
5.00% 2008
5.10% 2009-2010
FBS INVESTMENT SERVICES, INC. 3.80% 1996 $2,627,475.00 $1,039,056.67 4.9076%
NORWEST INVESTMENT SERVICES, INC. 3.90% 1997
AMERICAN BANK NATIONAL ASSOCIATION 4.00% 1998
4.10% 1999
4.20% 2000
4.25% 2001
4.35% 2002
4.45% 2003
4.55% 2004
4.65% 2005
4.75% 2006
4.85% 2007
5.00% 2008
5.10% 2009
5.25% 2010
GRIFFIN, KUBIK, STEPHENS& 3.80% 1996 $2,618,836.00 $1,037,879.00 4.9180%0
THOMPSON, INC. 3.90% 1997
4.00% 1998
4.10% 1999 (Continued)
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
4.20% 2000
4.30% 2001
4.40% 2002
4.50% 2003
4.60% 2004
4.70% 2005-2006
4.80% 2007
4.90% 2008
5.00% 2009
5.10% 2010
JOHN G. KINNARD& COMPANY 3.70% 1996 $2,622,970.00 $1,048,721.25 4.9600%
INCORPORATED 3.85% 1997
JURAN & MOODY, INCORPORATED 4.00% 1998
4.10% 1999
4.20% 2000
4.30% 2001
4.40% 2002
4.50% 2003
4.60% 2004
4.70% 2005
4.80% 2006
4.90% 2007
5.00% 2008
5.10% 2009
5.25% 2010
FIRSTAR BANK MILWAUKEE, N.A. 3.90% 1996 $2,622,942.95 $1,048,742.88 4.9637%
4.00% 1997
4.10% 1998
4.20% 1999
4.25% 2000
4.35% 2001
4.45% 2002
4.55% 2003
4.65% 2004
4.75% 2005-2006
4.90% 2007
5.00% 2008
5.125% 2009-2010
ABN AMRO SECURITIES(USA) INC. 4.00% 1996 $2,616,010.05 $1,048,785.37 4.9770%
PRUDENTIAL SECURITIES, INC. 4.10% 1997
DEAN WITTER REYNOLDS INCORPORATED 4.20% 1998
OPPENHEIMER &CO., INC. 4.25% 1999
PAINEWEBBER INCORPORATED 4.30% 2000
WILLIAM R. HOUGH &CO. 4.35% 2001
4.45% 2002
4.55% 2003
4.65% 2004
4.70% 2005
4.80% 2006
4.90% 2007
5.00% 2008-2010 (Continued)
V .
REOFFERING SCHEDULE OF THE PURCHASER •
Bate Year yieid
3.80% 1996 Par
3.90% 1997 Par
4.05% 1998 NRO
4.15% 1999 NRO
4.25% 2000 NRO
4.30% 2001 NRO
4.40% 2002 NRO
4.50% 2003 NRO
4.60% 2004 NRO
4.70% 2005 NRO
4.80% 2006 NRO
4.90% 2007 Par
5.00% 2008 Par
5.10% 2009 Par
5.20% 2010 Par
BBI: 5.65%
Average Maturity: 8.00 Years
Councilmember Marks then introduced the following
resolution and moved its adoption:
RESOLUTION NO. 95- 063
RESOLUTION RELATING TO $2,650,000 GENERAL OBLIGATION
TAX INCREMENT BONDS, SERIES 1995B; 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. This Council hereby authorizes the sale of
$2,650,000 General Obligation Tax Increment Bonds, Series 1995B (the "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 construction of a new
community center on property located on land in the City which is subject to the
• redevelopment plans 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 Piper Jaffray Inc. ' and associates,
of Minneapolis. Minnesota . (the "Purchaser"), to purchase the Bonds at a price of
$ 2,640,324.85 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 checks of other bidders shall be returned
to them forthwith.
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:
•
•
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION TAX
INCREMENT BOND, SERIES 1995B
Date of
Rate Maturity Original Issue CUSIP
December 1, 1995
REGISTERED
OWNER:
PRINCIPAL
AMOUNT: DOLLARS
• THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties,
P Y
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, 1996, 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
m as Bond
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
$2,650,000 all of like date and tenor except as to serial number, interest rate,
redemption privilege and maturity date, issued pursuant to a resolution adopted by
• the City Council on November 27, 1995 (the "Resolution") to finance a portion of
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• the costs of the construction by the City of a new community center, 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 tax increment financing districts established by the Housing and
Redevelopment Authority of St. Anthony, Minnesota (the "Districts") 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 1996 through 2004 are payable on their
respective stated maturity dates without option of prior payment, but Bonds having
stated maturity dates in the years 2005 through 2010 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, 2004 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.
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
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• 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 Districts; 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 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 OF ST. ANTHONY
City Manager Mayor
(SEAL)
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
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
ACT..........Custodian..........
in common (Cust) (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.
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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.
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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 Bonds, Series 1995B". The Bonds shall be dated as of
December 1, 1995, 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 the date of original issue of the Bonds computed on the basis of the number of
days elapsed in a 360-day year consisting of twelve 30-days months from December 1,
1995 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
1996 $130,000 3.80 % 2004 $180,000 4.60 %
1997 135,000 3.90 2005 190,000 4.70
1998 140,000 4.05 2006 195,000 4.80
1999 145,000 4.15 2007 205,000 4.90
2000 150,000 4.25 2008 220,000 5.00
2001 155,000 4.30 2009 230,000 5.10
• 2002 165,000 4.40 2010 240,000 5.20
2003 170,000 4.50
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 Dcember 1, 1995, 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 February 1, 1996, 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, 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 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.
•
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• (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
• American Bank National Association in st. Paul ,Minnesota , as the
initial Registrar. The Mayor and City Manager are authorized to execute and
deliver, on behalf of the City, a contract with American Bank National Association
St. Paul, Minnesota 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 Series 1995B General
Obligation Tax Increment Bond Sinking Fund described in Section 4 hereof, moneys
sufficient for the payment of all principal and interest then due.
3.05. Redemption. Bonds maturing in the years 1996 through 2004
shall not be subject to redemption prior to maturity, but Bonds maturing in the
years 2005 through 2010 shall each be subject to redemption and prepayment, at the
option of the City, 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
is by lot, on February 1, 2004 and on any date thereafter at a price equal to the principal
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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, the City Finance
Director 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.
In addition to the notice prescribed by the preceding paragraph, the City
shall also give, or cause to be given, notice of the redemption of any Bond or Bonds
or portions thereof at least 35 days before the redemption date by certified mail or
telecopy to the Purchaser and all registered securities depositories then in the
business of holding substantial amounts of obligations of the character of the Bonds
(such depositories now being The Depository Trust Company, of Garden City, New
York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific Securities
Depository Trust Company, of San Francisco, California; and Philadelphia
Depository Trust Company, of Philadelphia, Pennsylvania) and one or more
national information services that disseminate information regarding municipal
bond redemptions; provided that any defect in or any failure to give any notice of
redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof.
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, upon surrender of such Bond to the Registrar, one or more new Bonds of
such same series in authorized denominations equal in principal amount to the
unredeemed portion of the Bond so surrendered.
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
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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
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.
3.07. Securities Depository. (a) For purposes of this Section the
following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond,
the person in whose name such Bond is recorded as the beneficial owner of such
Bond by a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York,
New York.
• "Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter from the
City and the Registrar to DTC with respect to the Bonds, substantially in the form to
be prepared by Dorsey & Whitney P.L.L.P., Bond Counsel, and approved by the
Mayor.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each
stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the bond register in the name of Cede & Co., as nominee of
DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of
the principal of or interest on the Bonds, selecting the Bonds or portions thereofto
be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all
other purposes whatsoever; and neither the Registrar nor the City shall be affected
by any notice to the contrary. Neither the Registrar nor the City shall have any
responsibility or obligation to any Participant, any person claiming a beneficial
ownership interest in the Bonds under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of
•
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any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount
with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this
resolution, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with the
Representation Letter, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to the principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond for each separate stated maturity
evidencing the obligation of the City to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Bonds will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Bonds in the form of bond certificates,
the City may notify DTC and the Registrar, whereupon DTC shall notify the
Participants of the availability through DTC of Bonds in the form of certificates. In
such event, the Bonds will be transferable in accordance with paragraph (e) hereof.
DTC may determine to discontinue providing its services with respect to the Bonds
at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds
will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor is hereby authorized, and execution of the Representation Letter by the
Mayor shall be conclusive evidence of approval by the Mayor of the form and terms
thereof. The Representation Letter shall set forth certain matters with respect to,
among other things, notices, consents and approvals by registered owners of the
Bonds and Beneficial Owners and payments on the Bonds. The Registrar shall have
the same rights with respect to its actions thereunder as it has with respect to its
actions under this resolution.
(e) In the event that any transfer or exchange of Bonds is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished
upon receipt by the Registrar of the Bonds to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee in accordance with
the provisions of this resolution. In the event Bonds in the form of certificates are
issued to owners other than Cede & Co., its successor as nominee for DTC as
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owner of all the Bonds, or another securities depository as owner of all the Bonds,
the provisions of this resolution shall also apply to all matters relating thereto,
including, without limitation, the printing of such Bonds in the form of bond
certificates and the method of payment of principal of and interest on such Bonds in
the form of bond certificates.
Section 4. Use of Proceeds and Security Provisions.
Section 4.01. Construction Fund. A Construction Fund is hereby
created, as a special fund and designated on the books of the City as the "1995 Tax
Increment Bonds Construction Fund" (the "Construction Fund"), to be created and
maintained on the books of the City separate and apart from all other funds of the
City. The City hereby appropriates to the Construction Fund all of the proceeds
received from the sale of the Bonds, less any accrued interest on the Bonds, which
accrued interest shall be deposited in the Sinking Fund, as defined in Section 4.02
hereof. Moneys on hand in the Construction Fund from time to time shall be used
solely to pay a portion of the costs of construction by the City of a community center;
provided that only the costs allocable to the portion of the community center to be
used for social, recreation or conference purposes and not primarily for conducting
the business of the City shall be paid from amounts in the Construction Fund. Any
amounts remaining in the Construction Fund upon payment of all such costs shall
be transferred to the Bond Fund.
• Section 4.02. General Obligation Tax Increment Bond Sinking Fund.
The Bonds shall be payable from a separate Series 1995B General Obligation Tax
Increment Bond Sinking Fund (the "Sinking Fund") which shall be created and
maintained on the books of the City as a separate debt redemption 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 Kenzie
Terrace Tax Increment District (Hennepin County No. 1950) and Chandler Place Tax
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Increment District (Ramsey County No. 58) (the "Districts") of the Housing and
Redevelopment Authority of St. Anthony, Minnesota (the "HRA") are 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 or HRA. The HRA and the City shall enter into a
Pledge Agreement whereby the HRA shall pledge and appropriate tax increment
from the Districts to pay the Bonds.
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 Districts 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 Districts 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
Districts may be used to finance costs of other projects to be undertaken in
accordance with the redevelopment plans 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
•
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r ,
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, 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 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 P.L.L.P.,
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 Internal Revenue Code of 1986, as
amended (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. The City represents and covenants that the City will be the owner
of all facilities financed by the Bonds and said facilities will be available for use by all
members of the general public on a substantially equal basis. So long as the Bonds
are outstanding, the City will not enter into any lease, use agreement or other
contract or agreement respecting said facilities which would cause the Bonds to be
considered "private activity bonds" or "private loan bonds" pursuant to the
provisions of Section 141 of the Code.
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
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t ,
• 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.
It is hereby determined that the City will qualify for the exception from
arbitrage rebate for the Bonds provided by Section 148(f)(4)(D) of the Code since:
(i) the City is a governmental unit with general taxing powers;
(ii) the Bonds are not "private activity bonds" as defined in Section
141 of the Code (Private Activity Bonds);
(iii) ninety-five percent of the net proceeds of the Bonds are to be
used for the local governmental purposes of the City; and
(iv) the aggregate face amount of all tax-exempt bonds (other than
Private Activity Bonds) issued by the City in 1995 in which the
Bonds are to be issued is not reasonably expected to exceed
$5,000,000.
Therefore, pursuant to the provisions of Section 148(f)(4)(D) of the Code, the City
shall not be required to comply with the arbitrage rebate requirements of paragraphs
(2) and (3) of Section 148(f) of the Code.
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 1995 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 13, 1995 (the "Official Statement"), 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 100 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.
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Section 7. 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.
/L
Ma LrWL
Attest:
ity Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Member Wanner . and upon vote being taken thereon, the
following voted in favor thereof:
Marks, Wagner, Ranallo, 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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