HomeMy WebLinkAboutCC RES 96-042 RESOLUTION RELATING TO $1,720,000 GENERAL OBLIGTION TAXABLE TAX INCREMENT BONDS, SERIES 1996A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUION AND DELIVERY THEREOF AND THE SECURITY THE Meeting Sheet
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103304
Box: 26
Folder: RES 1996
Document: CC RES 96-042 RESOLUTION RELATING TO $1,720,000
GENERAL OBLIGTION TAXABLE TAX INCREMENT BONDS;SERIES
1996A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING
THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUION AND
DELIVERY THEREOF AND THE SECURITY THE
CERTIFICATION OF MINUTES RELATING TO
• $1,720,000 GENERAL OBLIGATION TAXABLE TAX
INCREMENT BONDS, SERIES 1996A
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on June 10,
1996 at 7:00 o'clock p.m., at the City Hall.
Members present: Clarence J. Ranallo, GEORGE MARKS, JEROME FAUST
Members absent: GEORGE WAGNER AND RICHARD ENROOTH
Documents Attached:
Minutes of said meeting (pages): 1 through 22
RESOLUTION NO. 96-042
RESOLUTION RELATING TO $1,720,000 GENERAL OBLIGATION
is
TAXABLE TAX INCREMENT BONDS, SERIES 1996A; AUTHORIZING
THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND
DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND THE SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the obligations referred to in the title of this
certificate, certify that the documents attached hereto, as described above, have been
carefully compared with the original records of said corporation in my legal custody,
from which they have been transcribed; that said documents are a correct and
complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far
as they relate to said obligations; and that said meeting was duly held by the
governing body at the time and place and was attended throughout by the members
indicated above, pursuant to call and notice of such meeting given as required by
law.
WITNESS my hand officially as such recording officer this 13 day
of June, 1996.
O
• Connie Kroeplin
(SEAL) City Clerk
• It was reported that proposals were to be considered at the meeting for
the sale by the City of its $1,720,000 General Obligation Taxable Tax Increment Bonds,
Series 1996A.
It was reported that four (4) 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 May 14, 1996.
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-612-223-3002
SPRINGSTED
Puvfic Fmawe Advisors
$1,770,000'
CITY OF ST.ANTHONY, MINNESOTA
GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS, SERIES 1996A
(BOOK ENTRY ONLY)
WARD: CRONIN &COMPANY, INCORPORATED
SMITH BARNEY
FBS INVESTMENT SERVICES, INC.
SALE: June 10, 1996 Moody's Rating: Al
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
CRONIN &COMPANY, INCORPORATED 7.00% 2000 $1,748,760.00 $1,550,473.13 7.8635%
SMITH BARNEY 7.05% 2001
FBS INVESTMENT SERVICES, INC. 7.15% 2002
7.25% 2003
7.35% 2004
7.45% 2005
7.50% 2006
7.55% 2007
7.65% 2008
7.75% 2009
7.80% 2010
7.90% 2011
8.00% 2012-2013
FIDELITY CAPITAL MARKETS 7.64%- 2000-2008 $1,743,450.00 $1,548,938.75 7.8951%
7.65% 2009
7.70% 2010
7.75% 2011
7.80% 2012-2013
(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
MILLER &SCHROEDER FINANCIAL, INC. 7.20% 2000 $1,743,450.00 $1,570,550.00 7.9881
JURAN & MOODY, INC. 7.30% 2001
JOSEPHTHAL, LYON &ROSS, INC. 7.40% 2002
7.45% 2003
7.50% 2004
7.55% 2005
7.60% 2006
7.65% 2007
7.70% 2008
7.80% 2009
7.90% 2010
8.00% 2011-2013
BERNARDI SECURITIES, INCORPORATED 7.65% 2000 $1,743,479.10 $1,596,314.23 8.1280%
7.75% 2001-2004
7.80% 2005-2009
7.90% 2010
8.00% 2011
8.10% 2012
8.20% 2013
These Bonds are being reoffered at par.
BBI: 5.941a
Average Maturity: 11.18 Yea
Subsequent to bid opening, the issue size was reduced by$50,000, which resulted in the following principal maturity schedule:
2000 $75,000 2004 $100,000 2008 $130,000 2011 $165,000
2001 $80,000 2005 $105,000 2009 $140,000 2012 $175,000
2002 $85,000 2006 $115,000 2010 $150,000 2013 $190,000
2003 $90,000 2007 $120,000
Councilmember Marks then introduced the following resolution and
moved its adoption:
RESOLUTION NO. 96-042
RESOLUTION RELATING TO $1,720,000 GENERAL OBLIGATION
TAXABLE TAX INCREMENT BONDS, SERIES 1996A;
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
$1,720,000 General Obligation Taxable Tax Increment Bonds, Series 1996A (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 purchase by
SUPERVALU INC. of land in the City which is subject to the redevelopment plans
of the HRA, on which there is to be constructed a new CUB Foods store.
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 (6), 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 Cronin & Co., Inc., and associates, of Minneapolis,
Minnesota, (the "Purchaser"), to purchase the Bonds at a price of $1,699,360 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 TAXABLE TAX
INCREMENT BOND, SERIES 1996A
Date of
Rate Maturity Original Issue CUSIP
July 1, 1996
REGISTERED
OWNER:
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, 1997, 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 American Bank National
Association, in St. Paul, Minnesota, 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
$1,720,000 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 June 10, 1996 (the "Resolution") to finance a portion of the costs
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of the redevelopment of property in the City, 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 2000 through 2006 are payable on their
respective stated maturity dates without option of prior payment, but Bonds having
stated maturity dates in the years 2007 through 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, 2006 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 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 futhentication: CITY OF ST. ANTH
I &VM "�;"
0a".&&
City Aanager MayoY
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
AMERICAN BANK NATIONAL,
ASSOCIATION, St. Paul, 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
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, Pam. The City
shall forthwith issue and deliver the Bonds, which shall be denominated "General
Obligation Taxable Tax Increment Bonds, Series 1996A". The Bonds shall be dated
as of July 1, 1996, 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 July 1, 1996 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
2000 $75,000 7.00% 2007 $120,000 7.55%
2001 80,000 7.05 2008 130,000 7.65
2002 85,000 7.15 2009 140,000 7.75
2003 90,000 7.25 2010 150,000 7.80
2004 100,000 7.35 2011 165,000 7.90
2005 105,000 7.45 2012 175,000 8.00
2006 115,000 7.50 2013 190,000 8.00
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 July 1, 1996, 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, 1997, 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, 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 1996A General Obligation Taxable 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 2000 through 2006
shall not be subject to redemption prior to maturity, but Bonds maturing in the
years 2007 through 2013 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
by lot, on February 1, 2006 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; 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 manual or facsimile 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
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• 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
previously executed by the City and delivered to DTC.
(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 thereof to
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
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
•
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• 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 (d) 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 (d) hereof.
(d) 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
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.
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• 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 "1996 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 $1,407,602 of the
proceeds received from the sale of the Bonds. Moneys on hand in the Construction
Fund from time to time shall be used solely to pay a portion of the costs of
acquisition by SUPERVALU INC. of land in the City on which it will construct a
new CUB Foods store and to pay costs of issuance of the Bonds. 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 Taxable Tax Increment Bond Sinking
Fund. The Bonds shall be payable from a separate Series 1996A General Obligation
Taxable 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 in excess of $1,407,602 received upon the sale of the
• Bonds.
(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 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) Kenzie Terrace Tax Increment District (Hennepin County No. 1960) and
Chandler Place Tax Increment District (Ramsey County No. 58) (together, 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 any 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.
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• 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
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.
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• Statement. Section 6. Registration, Certification of Proceedings and Official
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.
6.06. Official Statement. The Official Statement relating to the Bonds,
dated May 29, 1996 (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 75 copies of the Official Statement
and such supplement. The officers of the City are hereby authorized and directed to
execute such certificates as may be appropriate concerning the accuracy,
completeness and sufficiency of the Official Statement.
Section 7. 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
• -16-
• 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.
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, 1996 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
i
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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:
City Property Values; City Indebtedness; City Tax Rates, Levies and
Collections.
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 financial statements in the format required for the audited financial
statements as part of the Disclosure 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.
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• 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;
(I) 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 event that would be deemed "material" for purposes of the purchase,
holding or sale of a Bond within 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;
•
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• (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 appropriate:
(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 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 offering of the Bonds to be in violation of the Rule or other applicable
•
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• 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 8 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. 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.
Mayor
Attest:
City Cle k
•
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•
The motion for the adoption of the foregoing resolution was duly
seconded by Member Faust, and upon vote being taken thereon, the following voted
in favor thereof: Clarence J. Ranallo, GEORGE MARKS AND JEROME FAUST
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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• COUNTY AUDITOR'S CERTIFICATE
AS TO BOND REGISTRATION
1, the undersigned, being the duly qualified and acting County Auditor
of Hennepin County, Minnesota, hereby certify that there has been filed in my office
a certified copy of Resolution No. 96-__, adopted June 10, 1996 by the City Council of
the City of St. Anthony, Minnesota, awarding the sale, fixing the form and details
and providing for the execution, delivery and security of $1,770,0000 General
Obligation Taxable Tax Increment Bonds, Series 1996A, of the City to be dated, as
originally issued, as of July 1, 1996.
1 further certify that said Bonds has been entered on my bond register as
required by Minnesota Statutes, Sections 475.61 to 475.63.
• WITNESS my hand and official seal this _ day of . 1996.
County Auditor
(SEAL)
•
• COUNTY AUDITOR'S CERTIFICATE
AS TO BOND REGISTRATION
I, the undersigned, being the duly qualified and acting County Auditor
of Ramsey County, Minnesota, hereby certify that there has been filed in my office a
certified copy of Resolution No. 96-___, adopted June 10, 1996 by the City Council of
the City of St. Anthony, Minnesota, awarding the sale, fixing the form and details
and providing for the execution, delivery and security of $1,770,0000 General
Obligation Taxable Tax Increment Bonds, Series 1996A, of the City to be dated, as
originally issued, as of July 1, 1996.
I further certify that said Bonds has been entered on my bond register as
required by Minnesota Statutes, Sections 475.61 to 475.63.
• WITNESS my hand and official seal this _ day of . 1996.
County Auditor
(SEAL)
•