HomeMy WebLinkAbout2004 07-22 City Council Special Meeting PacketAGENDA
SPECIAL CITY COUNCIL MEETING
Thursday, July 22, 2004
Council Chambers, City Hall
5:00 p.m.
A. CALL TO ORDER
B. ROLL CALL
C. APPROVAL OF AGENDA
D. NEW BUSINESS
1. Bid Award on Improvement Bonds
2. Police and Fire EMS StudyNo Report
E. FUTURE TOPICS
F. ADJOURNMENT
City CounciUManager Workshop 07-22-04
AGENDA NO.: 1
AGENDA REPORT
TO: City Manager
FROM: Finance Director
RE: Bid Award on Improvement Bonds
DATE: July 19, 2004
On June 14 the Council gave preliminary approval for the sale of General
Obligation Improvement Bonds totaling $13,010,000. The bids on these bonds
will be received on July 22.
The bid award is scheduled for 5:00 p.m. at a special Council meeting on
Thursday, July 22. A recommendation regarding the bid award will be made at
the Council meeting by Terri Heaton of Springsted Incorporated. At that time, a
resolution will need to be adopted to award the bid on the bond issue. A copy of
the resolution is attached.
P\PERM\04BONDS4
1665760v1 1
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF MAPLEWOOD, MINNESOTA
HELD: JULY 22, 2004
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Maplewood, Ramsey County, Minnesota, was duly called and held at the City Hall
on July 22, 2004, at 5:00 P.M., for the purpose, in part, of considering proposals and awarding
the competitive negotiated sale of, $13,010,000 General Obligation Improvement Bonds, Series
2004B.
The following members were present:
and the following were absent:
The City Clerk presented proposals on $13,010,000 General Obligation Improvement
Bonds, Series 2004B, for which proposals were to be received, opened and tabulated by the City
Clerk, or designee, this same day, in accordance with the resolution adopted by the City Council
on June 14, 2004.
The following proposals were received, opened and tabulated at 10:00 A.M., Central
Time, at the offices of Springsted Incorporated, in the presence of the City Clerk, or designee, on
this same day:
Bidder Interest Rate True Interest Cost
SEE ATTACHED
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The Council then proceeded to consider and discuss the proposals, after which member
introduced the following resolution and moved its adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE COMPETITIVE
NEGOTIATED SALE OF $13,010,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2004B, PROVIDING FOR THEIR
ISSUANCE, PLEDGING SPECIAL ASSESSMENTS FOR THE SECURITY
THEREOF AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Maplewood, Minnesota (the "City"),
has heretofore determined and declared that it is necessary and expedient to issue $13,010,000
General Obligation Improvement Bonds, Series 2004B (the "Bonds"), of the City, pursuant to
Minnesota Statutes, Chapters 429 and 475, to finance the construction of various improvement
projects within the City (the "Improvements"); and
B. WHEREAS, the Improvements and all their components have been ordered prior
to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
C. WHEREAS, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Maplewood,
Minnesota, as follows:
1. Acceptance of Proposal. The proposal of
(the "Purchaser"), to purchase the Bonds of the City (or
individually, a "Bond"), in accordance with the Terms of Proposal, at the rates of interest
hereinafter set forth, and to pay therefor the sum of $ ,plus interest accrued to
settlement, is hereby found, determined and declared to be the most favorable proposal received
and is hereby accepted, and the Bonds are hereby awarded to said proposal maker. The City
Clerk is directed to retain the deposit of said proposal maker and to forthwith return to the
unsuccessful proposal makers their good faith checks and drafts.
2. Bond Terms.
(a) Title; Original Issue Date; Denominations; Maturities; Term Bond Option. The
Bonds shall be titled "General Obligation Improvement Bonds, Series 2004B", shall be dated
August 1, 2004, as the date of original issue and shall be issued forthwith on or after such date as
fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of
$5,000 each or in any integral multiple thereof of a single maturity (the "Authorized
Denominations"). The Bonds shall mature on August 1 in the years and amounts as follows:
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Year Amount Year Amount
2005 $1,000,000 2015 $785,000
2006 835,000 2016 785,000
2007 825,000 2017 790,000
2008 810,000 2018 795,000
2009 800,000 2019 665,000
2010 795,000 2020 180,000
2011 790,000 2021 185,000
2012 785,000 2022 195,000
2013 785,000 2023 205,000
2014 785,000 2024 215,000
All dates are inclusive.
As maybe requested by the Purchaser, one or more term Bonds maybe issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions maybe made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
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redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, 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 premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case maybe, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
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special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system maybe effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system ofbook-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but maybe registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 11 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose; Cost. The Bonds shall provide funds to finance the Improvements. The
total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes,
Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the
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Improvements shall proceed with due diligence to completion. The City covenants that it shall
do all things and perform all acts required of it to assure that work on the Improvements
proceeds with due diligence to completion and that any and all permits and studies required
under law for the Improvements are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2005,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Interest
Rate
Maturity
Year
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Interest
Rate
5. Redemption. All Bonds maturing on August 1, 2016, and thereafter, shall be
subject to redemption and prepayment at the option of the City on August 1, 2015, and on any
date thereafter at a price of par plus accrued interest. Redemption maybe in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly
1665760v1 '~
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
6. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this
resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
1665760v1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R- $
GENERAL OBLIGATION IMPROVEMENT
BOND, SERIES 2004B
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
AUGUST 1, AUGUST 1, 2004
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The City of Maplewood, Ramsey County, Minnesota (the "Issuer"), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier redemption, and to pay interest
thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment
Date"), commencing August 1, 2005, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the principal office of U.S. Bank National Association, in St. Paul, Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed
to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of principal of,
premium, if any, and interest on this Bond and notice with respect thereto shall be made as
provided in the Letter of Representations, as defined in the Resolution, and surrender of this
1665760v1 9
Bond shall not be required for payment of the redemption price upon a partial redemption of this
Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Redemption. All Bonds of this issue (the "Bonds") maturing on August 1, 2016 and
thereafter are subject to redemption and prepayment at the option of the Issuer on August 1,
2015, and on any date thereafter at a price of par plus accrued interest. Redemption maybe in
whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and
if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon shall
cease to accrue from and after the redemption date. Mailed notice of redemption shall be given
to the paying agent and to each affected Holder of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds of the same series having the same stated maturity and interest rate and of
any Authorized Denomination or Denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $13,010,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, which Bond has been issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council on July 22, 2004 (the "Resolution"), for the purpose of
providing money to finance various improvement projects within the jurisdiction of the Issuer.
This Bond is payable out of the General Obligation Improvement Bonds, Series 2004B Fund of
the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for
the prompt and full payment of its principal, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered
bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for
fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts
at the principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided with respect to the Record Date) and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
No Designation as Qualified Tax-Exempt Obligations. The City will not qualify the
Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
1665760v1 l l
IN WITNESS WHEREOF, the City of Maplewood, Ramsey County, Minnesota, by its
City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
mentioned within.
U.S. BANK NATIONAL
ASSOCIATION
St. Paul, Minnesota
Bond Registrar
By
Authorized Signature
Registrable by: U.S. BANK NATIONAL
ASSOCIATION
Payable at: U.S. BANK NATIONAL
ASSOCIATION
CITY OF MAPLEWOOD, RAMSEY COUNTY
MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
1665760v1 12
ABBREVIATIONS
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 applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Gust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint attorney to transfer the Bond on
the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the within
Bond in every particular, without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
1665760v1 13
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED
DATE AMOUNT SIGNATURE OF HOLDER
1665760v1 14
8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of
the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its
Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the
City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided
further that both of such signatures maybe printed (or, at the request of the Purchaser,
photocopied) facsimiles and the corporate seal maybe omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of either such officer, the Bonds maybe
signed by the manual or facsimile signature of that officer who may act on behalf of such absent
or disabled officer. In case either such officer whose signature or facsimile of whose signature
shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
or she had remained in office until delivery. The City may elect to deliver, in lieu of printed
definitive bonds, one or more typewritten temporary bonds in substantially the form set forth
above, with such changes as maybe necessary to reflect more than one maturity in a single
temporary bond. Such temporary bonds maybe executed with photocopied facsimile signatures
of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds
and the execution thereof, be exchanged therefor and canceled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is August 1, 2004. The Certificate of Authentication so executed on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond maybe registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds maybe exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
1665760v1 I S
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Clerk is hereby authorized
to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether
or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected
by notice to the contrary.
1665760v1 16
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Funds and Accounts. There has heretofore been created a capital projects fund
designated the "Public Improvement Projects Fund" held and administered by the Finance
Director separate and apart from all other funds of the City. The Public Improvement Projects
Fund shall continue to be maintained in the manner heretofore specified. In the Public
Improvement Projects Fund there shall be created and maintained separate construction accounts
(the "Construction Accounts") for each improvement financed by this bond issue. To the
Construction Accounts there shall be credited the proceeds of the sale of the Bonds, less accrued
interest received thereon, and less any amount paid for the Bonds in excess of the minimum bid,
plus any special assessments levied with respect to the Improvements and collected prior to
completion of the Improvements and payment of the costs thereof. From the Construction
Accounts there shall be paid all costs and expenses of making the Improvements listed in
paragraph 16, including the cost of any construction contracts heretofore let and all other costs
incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the
moneys in said account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest
on the Bonds due prior to the anticipated date of commencement of the collection of taxes or
special assessments herein levied or covenanted to be levied; and provided further that if upon
completion of the Improvements there shall remain any unexpended balance in the Construction
Accounts, the balance (other than any special assessments) maybe transferred by the City
Council to the accounts of any other improvement instituted pursuant to Minnesota Statutes,
Chapter 429, and provided further that any special assessments credited to the Construction
Accounts shall only be applied towards payment of the costs of the Improvements upon adoption
of a resolution by the City Council determining that the application of the special assessments for
such purpose will not cause the City to no longer be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
There is hereby created a debt service fund to be designated the General Obligation
Improvement Bonds, Series 2004B Fund (the "Debt Service Fund") to be administered and
maintained by the Finance Director as a bookkeeping account separate and apart from all other
funds maintained in the official financial records of the City. The Debt Service Fund shall be
maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There are hereby irrevocably appropriated and pledged to, and there shall be
credited to, the Debt Service Fund: (a) all collections of special assessments herein covenanted
to be levied with respect to the Improvements and either initially credited to the Construction
Accounts and not already spent as permitted above and required to pay any principal and interest
due on the Bonds or collected subsequent to the completion of the Improvements and payment of
the costs thereof; (b) all accrued interest received upon delivery of the Bonds; (c) all funds paid
for the Bonds in excess of the minimum bid; (d) any collections of all taxes herein or hereafter
levied for the payment of the principal and interest on the Bonds; (e) all funds remaining in the
Construction Accounts after completion of the Improvements and payment of the costs thereof,
not so transferred to the account of another improvement; (f) all investment earnings on funds
held in the Debt Service Fund; and (g) any and all other moneys which are properly available
and are appropriated by the governing body of the City to the Debt Service Fund. The Debt
1665760v1 l'~
Service Fund shall be used solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other general obligation bonds of the City hereafter issued by
the City and made payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (i) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (ii) in addition to the above in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Construction
Accounts or Debt Service Fund (or any other City account which will be used to pay principal or
interest to become due on the bonds payable therefrom) in excess of amounts which under
then-applicable federal arbitrage regulations maybe invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any applicable "temporary periods" or
"minor portion" made available under the federal arbitrage regulations. Money in the Fund shall
not be invested in obligations or deposits issued by, guaranteed by or insured by the United
States or any agency or instrumentality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Assessments. It is hereby determined that no less than twenty percent (20%) of
the cost to the City of each Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied
against every assessable lot, piece and parcel of land benefitted by any of the Improvements.
The City hereby covenants and agrees that it will let all construction contracts not heretofore let
within one year after ordering each Improvement financed hereunder unless the resolution
ordering the Improvement specifies a different time limit for the letting of construction contracts.
The City hereby further covenants and agrees that it will do and perform as soon as they maybe
done all acts and things necessary for the final and valid levy of such special assessments, and in
the event that any such assessment be at any time held invalid with respect to any lot, piece or
parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be
taken by the City or the City Council or any of the City officers or employees, either in the
making of the assessments or in the performance of any condition precedent thereto, the City and
the City Council will forthwith do all further acts and take all further proceedings as maybe
required by law to make the assessments a valid and binding lien upon such property. The
special assessments have heretofore been authorized in accordance with Minnesota Statutes,
Section 475.55, Subdivision 3. The assessments are payable in equal annual installments with
interest on the declining balance at the rates specified below. Subject to such adjustments as are
required by conditions in existence at the time the assessments are levied, the assessments are
hereby authorized and it is hereby determined that the assessments shall be payable in equal,
consecutive, annual installments, with general taxes for the years shown below and with interest
on the declining balance of all such assessments at a rate per annum not greater than the
maximum permitted by law and not less than the rates per annum specified below:
1665760v1 l g
Improvement Collection
Designation Amount Levy Years Years Rates
At the time the assessments are in fact levied the City Council shall, based on the then-
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
17. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Year of Year of
Tax Lew Tax Collection Amount
SEE ATTACHED SCHEDULE
The tax levies are such that if collected in full they, together with estimated collections of
special assessments and other revenues herein pledged for the payment of the Bonds, will
produce at least five percent in excess of the amount needed to meet when due the principal and
interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds
are outstanding and unpaid, provided that the City reserves the right and power to reduce the
levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3.
18. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar 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 Bond
Registrar 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 Bonds called
1665760v1 1 9
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. 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
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing, (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
1665760v1 20
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 19 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
20. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally recognized municipal securities
information repository ("NRMSIR") and to the appropriate state information depository ("SID"),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to time the terms of the
Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
certain material events with respect to the Bonds in accordance with the Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
20 and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall
be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
these covenants shall be limited to a right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Clerk of the City, or any other officer of the City authorized to act in their
place with "Officers" are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
21. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any
other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of
the City which are available for such purpose, and such other funds maybe reimbursed with or
without interest from the Debt Service Fund when a sufficient balance is available therein.
1665760v1 21
22. Certificate of Registration. A certified copy of this resolution is hereby directed
to filed in the offices of the County Auditor of Ramsey County, Minnesota, together with such
other information such County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tax levy required by law has been made.
23. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are 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.
24. Negative Covenant as to Use of Proceeds and Improvements. The City hereby
covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
25. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 18-month expenditure exemption
for gross proceeds of the Bonds as provided in Section 1.148-7(d)(1) of the Regulations. The
Mayor, the Clerk or either one of them, are hereby authorized and directed to make such
elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary,
appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall
be deemed and treated as, elections of the City.
26. No Designation as Qualified Tax-Exempt Obligations. The City will not qualify
the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
27. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
28. 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.
1665760v1 22
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
1665760v1 23
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MAPLEWOOD
I, the undersigned, being the duly qualified and acting Clerk of the City of Maplewood,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council of said City, duly called and
held on the date therein indicated, insofar as such minutes relate to considering bids for, and
awarding the competitive negotiated sale of, $13,010,000 General Obligation Improvement
Bonds, Series 2004B.
WITNESS my hand on July 22, 2004.
Clerk
1665760v1 24
STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE
COUNTY OF RAMSEY AS TO TAX LEVY AND REGISTRATION
I, the undersigned, being the duly qualified and acting County Auditor of Ramsey
County, Minnesota, DO HEREBY CERTIFY that on the date hereof, there was filed in my office
a certified copy of a resolution adopted on July 22, 2004 by the City Council of the City of
Maplewood, Minnesota, authorizing the issuance of $13,010,000 General Obligation
Improvement Bonds, Series 2004B (the "Bonds"), and levying a tax for the payment thereof,
together with full information regarding the Bonds for which the tax was levied; and said Bonds
have been entered in my Bond Register and the tax levy required by law has been made.
WITNESS my hand and the seal of the County Auditor on , 2004.
County Auditor
(SEAL)
idds~do~i 25
SIGNATURE AND NONLITIGATION CERTIFICATE
We, the undersigned, being respectively the duly qualified and acting Mayor and Clerk of
the City of Maplewood, Ramsey County, Minnesota, DO HEREBY CERTIFY that we did, in
our official capacities as such officers, sign our own proper names by facsimile signature,
attested by the manual signature of a person or persons authorized on behalf of U.S. Bank
National Association duly designated by the City Council as Bond Registrar and authenticating
agent (the corporate seal of the City having been intentionally omitted as permitted by law), on
the City's $13,010,000 General Obligation Improvement Bonds, Series 2004B (the "Bonds"),
dated August 1, 2004, as the date of original issue, and numbered from R-1 upward, each in the
denomination equal to the total principal amount for the Bonds due on the specified maturity
date therefor. The Bonds mature on August 1 in the years and amounts and bear interest until
paid or discharged as follows:
Year Amount Interest Rate
2005 $1,000,000
2006 835,000
2007 825,000
2008 810,000
2009 800,000
2010 795,000
2011 790,000
2012 785,000
2013 785,000
2014 785,000
2015 785,000
2016 785,000
2017 790,000
2018 795,000
2019 665,000
2020 180,000
2021 185,000
2022 195,000
2023 205,000
2024 215,000
WE FURTHER CERTIFY that the signature of Dan Faust affixed hereto is the true and
proper signature of the qualified and acting Finance Director of the City.
WE FURTHER CERTIFY that we are now and were on the date of signing the Bonds,
the duly qualified and acting officers therein indicated, duly authorized to execute the same, and
that U.S. Bank National Association has been duly authorized to act as agent of the City for
purposes of authenticating the Bonds by one or more persons signing bonds on behalf of the
Bond Registrar, and we hereby ratify, confirm, and adopt our facsimile signatures on the Bonds
as the true and proper signatures for the execution thereof.
idds~do~i 26
WE FURTHER CERTIFY that the Bonds have been in all respects duly executed for
delivery pursuant to authority conferred upon us as such officers; and no obligations other than
those above described have been issued pursuant to such authority, and that none of the
proceedings or records which have been certified to the purchasers of the Bonds or the attorneys
approving the same have been in any manner repealed, amended or changed, and that there has
been no change in the financial condition of the City, or of the facts affecting the Bonds, except
as shown by the proofs furnished.
WE FURTHER CERTIFY that the Official Statement prepared for the issuance of the
Bonds as of its date and the date hereof, did not and does not contain any untrue statement of
material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
WE FURTHER CERTIFY that there is no litigation pending or, to our knowledge,
threatened questioning the organization or boundaries of the City, or the right of any of us to our
respective offices, or in any manner questioning the right and power to execute and deliver the
Bonds, or otherwise questioning the validity of the Bonds or the levy of taxes or the pledge of
special assessments for the payment of the Bonds and the interest thereon.
WITNESS our hands and seal of said City on August , 2004.
(SEAL)
CITY OF MAPLEWOOD, MINNESOTA
By
Mayor
By
Clerk
By
Finance Director
1665760v1 2'~
FINANCE DIRECTOR'S RECEIPT
I, the undersigned, being the duly qualified and acting Finance Director of the City of
Maplewood, Ramsey County, Minnesota, DO HEREBY CERTIFY AND ACKNOWLEDGE
that on the date hereof, I received from ,
the purchaser of $13,010,000 General Obligation Improvement Bonds, Series 2004B, dated
August 1, 2004, as the date of original issue, the purchase price thereof, which purchase price is
as follows:
Par Value $13,010,000.00
Discount ( )
Subtotal $
Accrued interest from
August 1, 2004 to date
hereof
TOTAL $
and the Bonds were thereupon delivered to the purchaser.
WITNESS my hand as Finance Director and seal of said City on August , 2004.
Finance Director
(SEAL)
1665760v1 2g
CERTIFICATE OF BOND REGISTRAR
AND AUTHENTICATING AGENT
$13,010,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 2004B
CITY OF MAPLEWOOD, MINNESOTA
I, , do hereby certify that I am a
duly appointed and acting as such, of U.S. Bank National Association, located in the City
of St. Paul, Minnesota (the "Bond Registrar").
2. Pursuant to authorization by, and direction of, the City of Maplewood, Minnesota (the
"City"), certain of the authorized officers listed on the attached Exhibit A have this day
authenticated each of the bonds of the above bond issue, being fully registered bonds in
the denominations equal to the total principal amount of the bond issue due on the
specified maturity date therefor and bearing the bond numbers of R-1 and upward and
have caused each of said bonds to be registered in the name of a "person" as defined in
Section 1-201 of the Uniform Commercial Code, all in accordance with the provisions of
that certain resolution adopted July 22, 2004 by the City Council of the City (the
"Resolution").
3. The authorized officers who have signed the bonds have been duly authorized to sign said
bonds on behalf of the Bond Registrar acting as authenticating agent.
4. To the best of our knowledge the provisions of any bond registrar's agreement to be
entered into between the City and the Bond Registrar will not conflict with the provisions
of the Resolution with respect to the duties and responsibilities of the Bond Registrar set
forth therein.
5. The CUSIP (Committee of Uniform Securities Identification Procedure) number of the
bonds of the above referenced issue with the latest maturity is:
Witness my hand on August , 2004.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Officer
1665760v1 29
CONSULTANTS CERTIFICATION
AS TO 8038-G INFORMATION
The undersigned, being duly authorized to execute this Certification on behalf of
Springsted Incorporated, in St. Paul, Minnesota ,hereby certifies that the following information
is true and correct to the best of our knowledge in reliance upon certain information provided to
us by the City of Maplewood, Minnesota (the "Issuer"), and by
the original purchaser of $13,010,000 General Obligation
Improvement Bonds, Series 2004B, dated August 1, 2004 (the "Bonds"). This Certificate is
being furnished to Briggs and Morgan, Professional Association for the purpose of completing
and filing on a timely basis LR.S. Informational Statement Form 8038-G by the Issuer. The
following information is true and correct to the best of our knowledge in reliance upon certain
information provided to us by the Issuer for the exclusive purpose of completing Form 8038-G
for the Bonds issued by the Issuer:
1. The Issuer's federal employer identification number (EIN) is 41-6008920.
2. The Issuer has directed that the report number for the Form 8038-G for the Bonds,
which is consecutively based on the filing date (not the date of issue), be identified as sequence
number 30.
3. The weighted average maturity based on the issue price of each maturity of the
Bonds and from their date of issue (not based on the face amount of the bonds or from their
dated date) is years.
4. The yield on the Bonds to maturity based on the information supplied by the
original purchaser of the Bonds in the Certificate of Purchaser is %.
Dated: August , 2004.
SPRINGSTED INCORPORATED
By_
Its
1665760v1 30
CERTIFICATE OF PURCHASER
acting
I,
certify as follows:
do hereby certify that I am the duly qualified and
of , in
(the "Purchaser"), and as such officer I do hereby further
1. The Purchaser is purchasing on the date hereof $13,010,000 General Obligation
Improvement Bonds, Series 2004B (the "Bonds") of the City of Maplewood, Minnesota (the
"Issuer").
2. The Purchaser understands the Internal Revenue Code of 1986 as amended (the
"Code") requires that the yield on the Bonds be determined on the basis of the issue price which
generally has the meaning provided in Sections 1273 or 1274 of the Code.
The Purchaser understands that "issue price" is generally defined as "the initial
offering price to the public (excluding bond houses, brokers, and similar persons acting in the
capacity of an underwriter or wholesaler) at which price a substantial amount of such debt
instruments was sold" such price to be determined separately for bonds that are not substantially
identical. For this purpose, a substantial amount of substantially identical bonds shall mean at
least ten percent (10%) of each maturity of the Bonds. The Purchaser understands that to the
extent bonds are offered for sale to the general public pursuant to a bona fide public offer, the
applicable federal arbitrage regulations permit the initial public offering price to be established
based on reasonable expectations at the time of sale. With respect to the Bonds, the aggregate
issue price of the Bonds, including accrued interest, is $
4. Based upon records and other information available to us which we have no reason to
believe is not correct:
(a) All of the Bonds have been offered for sale pursuant to a bona fide initial
offering to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriter or wholesaler) at the issue price for each maturity as
shown on Exhibit A attached hereto.
(b) At the time we agreed to purchase the Bonds, based upon the then
prevailing market conditions, we had no reason to believe that any of the Bonds would be
initially sold to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriter or wholesaler) at a price greater than
the price, or a yield less than the yield, shown on Exhibit A attached hereto.
5. This certificate is given as a representation of the Purchaser, and maybe relied upon
by the Issuer.
Dated: August , 2004.
By_
Its
1665760v1 3 I
EXHIBIT A
Initial Offering Price*
(Exclusive of
Maturity Accrued Interest)
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
SUBTOTAL $
PLUS ACCRUED INTEREST** $
ISSUE PRICE*
(AGGREGATE) $
*Issue Price is the price to customers, and includes accrued interest.
**Assuming deliveries to customers on the date of delivery to the Purchaser by the Issuer.
1665760v1 3 2
NONARBITRAGE CERTIFICATE
The undersigned are the duly qualified and acting Mayor, Clerk and Finance Director of
the City of Maplewood, Ramsey County, Minnesota (the "City" or "Issuer"), charged, either
alone or with others, with the responsibility of issuing the Issuer's $13,010,000 General
Obligation Improvement Bonds, Series 2004B, dated August 1, 2004, as the date of original
issue (the "Bonds"). This Certificate is being executed in accordance with the income tax
regulations relating to arbitrage bonds (the "Regulations") and maybe relied upon as a
certification under Section 1.148-2(b)(2) of the Regulations and under Section 148 of the Internal
Revenue Code of 1986, as amended (the "Code"). The undersigned, having made an
investigation of the facts, circumstances and estimates pertaining to and in connection with the
Bonds, hereby certify and reasonably expect as follows with respect to the Bonds:
1. Purpose; Statement. The proceeds of the Bonds will be used to finance the
construction of various improvement projects within the City (hereinafter referred to as the
"Improvements"). As of the date hereof, all of the representations and statements of fact
contained in the resolution adopted by the City Council on July 22, 2004 (the "Resolution"),
relating to the Bonds are true and correct, and nothing has occurred between said date and the
date hereof to cause any expectation or covenant stated in the Resolution to become unlikely or
impossible of occurrence or performance, unreasonable or otherwise invalid.
2. Proceeds and Uses. The Bonds were delivered and paid for on the date hereof.
The total sale proceeds of the Bonds (i.e. the issue price of the Bonds or the offering price of the
Bonds to the public) is ($ ), which together with accrued interest ($
and earnings thereon (estimated to be $ ), do not exceed the total of:
(i) $ ,the estimated total financeable costs of acquisition and
betterment of the Improvements;
~ll~ $
earnings thereon, and $
interest on the Bonds to be paid from Bond proceeds or
of unused discount;
(iii) $ ,expenses anticipated to be incurred in connection with the
issuance of the Bonds, including Underwriting Compensation as defined below; and
(iv)
accrued interest.
"Underwriting Compensation" is the difference between the amount paid by the
underwriter in purchasing the Bonds from the Issuer and the amount of the issue price or
reoffering price of the Bonds to the public.
3. Governmental Purposes; No Over-issuance. The stated purposes of the Bonds are
governmental purposes within the meaning of applicable law and regulations. The "Sale
Proceeds" of the Bonds (i.e., the issue price of the Bonds less accrued interest), less any amounts
used to pay issuance expenses, together with estimated earnings thereon, will not exceed the
estimated dollar cost of financing and constructing the Improvements less all other funds to be
expended for paying such costs.
166s~6o~1 33
4. Fund. The Bonds are payable from the Issuer's General Obligation Improvement
Bonds, Series 2004B Fund (the "Debt Service Fund") (for payment of debt service on the
Bonds).
Construction Accounts: Time Test; Due Diligence Test; Expenditure Test.
(a) Costs of Construction and Issuance. The costs of constructing the Improvements
and issuing the Bonds will be paid from the Construction Accounts in the Public Improvements
Project Fund. The Issuer reasonably expects to satisfy the time test, the due diligence test and
the expenditure test as set forth below:
(i) Time Test. Substantial binding contracts or commitments for constructing
the Improvements obligating the expenditure of not less than $ (five
percent of the Net Sale Proceeds (as defined below) of the Bonds) have heretofore been
entered into or made or will be entered into or made within six months from the date
hereof. "Net Sale Proceeds" is the issue price of the Bonds less the accrued interest and
less any bond proceeds deposited in any reserve fund or account. All such contracts are,
or will be, binding obligations of the Issuer.
(ii) Due Diligence Test. The acquisition and construction of the
Improvements and the allocation of the Net Sale Proceeds of the Bonds to expenditures
has proceeded and will continue to proceed with due diligence to completion. The
Improvements are estimated to be completed by , 200_.
(iii) Expenditure Test. Any contract or commitment for the construction of the
Improvements heretofore or hereafter executed has provided or will provide for the
acquisition and construction of the Improvements in less than three years from the date
hereof; and proceeds of the Bonds in an amount equal to at least eighty-five percent
(85%) of the Net Sale Proceeds of the Bonds will be spent in paying the cost of the
acquisition and construction of the Improvements within three years from the date hereof.
(b) Costs of Issuance; Transfer. The costs of issuing the Bonds will be incurred and
paid within three years from the date hereof. Any moneys remaining in the Construction
Accounts after completion of the Improvements and payment of the costs of issuing the Bonds
will be transferred to the Debt Service Fund unless transferred to the fund of any other
improvement as authorized by law.
(c) Investments. The Issuer shall not invest amounts in the Construction Accounts at
a yield materially higher than the yield on the Bonds or in obligations exempt from federal
income taxation under Section 103(a) of the Code if and to the extent moneys remain therein
after the earlier of (i) construction of the Improvements is complete or, (ii) three years from the
date hereof.
6. Debt Service Fund: Funding-; Investment Covenants.
(a) The principal and interest on the Bonds are payable from the Debt Service Fund.
The Issuer has covenanted that any sums from time to time held in the Construction Accounts
and the Debt Service Fund (or any other account of the Issuer which will be used to pay debt
166s~6o~1 34
service on the Bonds) in excess of amounts which under then applicable federal arbitrage
regulations maybe invested without regard to yield (after taking into account all temporary
periods) shall not be invested at a yield in excess of the applicable yield restrictions imposed by
said arbitrage regulations on such investments. Besides the Debt Service Fund, there is no other
fund or account of cash or securities which the Issuer has set aside and expects to invest or
maintain at a yield greater than the yield on the Bonds for the purpose of paying debt service on
the Bonds.
(b) The Debt Service Fund is both: (i) a bona fide debt service fund (within the
meaning of Section 1.148-1(b) of the Regulations) which achieves a proper matching of revenues
and debt service in each Bond Year and is depleted at least once a Bond Year except for a
reasonable carryover amount not exceeding the greater of the earnings on the Debt Service Fund
for the immediately preceding Bond Year or one-twelfth (1/12th) of annual debt service on the
Bonds for the immediately preceding Bond Year, and (ii) a sinking fund (within the meaning of
Section 1.148-1(c)(2) of the Regulations), and each such function shall be treated for the
purposes hereof as if it occurred in a separate account. Amounts deposited in the Debt Service
Fund which are to be used to pay debt service on the Bonds within thirteen months of their
receipt will be invested without regard to yield and receipts in the Debt Service Fund which will
not be used to pay debt service on the Bonds within thirteen months of their receipt will be
invested without regard to yield to the extent they do not exceed the "minor portion" of
$ ,which is an amount equal to the lesser of $100,000 or 5% of the Sale
Proceeds of the Bonds. All receipts in the Debt Service Fund maybe invested without regard to
yield for a temporary period of thirty days from receipt, and investment earnings on such sums
maybe invested without regard to yield for a longer temporary period of one year from receipt.
Amounts not entitled to a temporary period or within said minor portion will not be invested at a
yield which is materially higher than the yield on the Bonds, or will be invested without regard to
yield in obligations which are exempt from federal income taxation under Section 103(a) of the
Code and which are not "specified private activity bonds" within the meaning of Section
57(a)(5)(C) of the Code.
7. Yield Determination; Materially Higher. The yield on the Bonds is based on the
issue price of the Bonds being the initial offering price to the public (excluding bond houses and
brokers) at which a substantial amount (at least 10%) of each maturity of the Bond was sold. On
the date hereof, the yield of the Bonds has been calculated to be %; this yield on
the Bonds will be recalculated if and as required by the Code or the Regulations. A "materially
higher" yield is defined at Section 1.148-2(d)(2) of the Regulations and is generally one-eighth
of one percent (0.125%).
8. Rebate. The Issuer is subject to the rebate requirement imposed by § 148(fj of the
Code by reason of issuing (together with all subordinate entities thereof, and all entities treated
as one issuer with the Issuer) more than $5,000,000 oftax-exempt governmental obligations
during this calendar year as provided in Section 148(f)(4)(D) of the Code. The Issuer shall pay
to the United States rebates of excess investment earnings in amounts at least equal to the
amounts, and at times no later than the times, required by Section 148(f) of the Code and any
Regulations promulgated thereunder.
1665760v1 35
In applying the rebate requirement the Issuer will not take into account any amount
earned on a bona fide debt service fund (as described in paragraph 6), because (i) the Bonds are
not private activity bonds, (ii) the rates of interest on the Bonds do not vary during the term of
the issue, and (iii) the average maturity of the Bonds is at least five years. Though the Issuer
may utilize a temporary period, as set forth in paragraph 6, the Issuer expects that the Debt
Service Fund will in fact function as a bona fide debt service fund.
The Issuer will purchase investments at fair market value and will avoid "prohibited
payments" with respect to investments. The Issuer shall make determinations of the yield on the
Bonds and the yield on investments within sixty days after the end of each fifth bond year and
finally within sixty days of the final payment or redemption of the Bonds, and shall maintain
records thereof until six years after the retirement of the last of the Bonds. If Regulations permit
the Issuer to comply with the rebate requirement in a different manner, the Issuer may do so.
If the proceeds of the Bonds are spent in accordance with the following schedule within
18 months of August , 2004, no rebate is required with respect to the Bonds except as
described below in the case of unexpended gross proceeds arising after the issue date. If all such
Bond proceeds (including earnings thereon) required to be spent are spent (i) at least 15% within
6 months of August , 2004, (ii) at least 60% within 12 months of August , 2004, and (iii)
100% within 18 months of August, 2004, no rebate is required except as described below. To
qualify for the 18 month exception, there must be no collateral having a yield (as contrasted with
a mortgage of real property) pledged to, or otherwise available for, the payment of the Bonds
other than in a bona fide debt service fund. Even if the Issuer qualifies for this exception, the
Issuer may have to rebate with respect to any amounts that arise or are pledged to the payment of
the Bonds at a later date.
If the proceeds of the Bonds (other than a bona fide debt service fund) are spent in
accordance with the 18-month exception to rebate, the Issuer will not make rebate payments on
the moneys so expended (being those in the Capital Account). The Issuer reasonably anticipates
that there will be no gross proceeds of the Bonds other than in the Debt Service Fund and the
Capital Account, and that the Debt Service Fund will perform as a bona fide debt service fund.
For purposes of determining compliance with the spending as of the end of each of the
first two 6-month spending periods, the amount of investment proceeds included in gross
proceeds is based on earnings that the Issuer reasonably expected as of the issue date. That
amount is $ .For any later spending periods, future earnings must be estimated as of
the end of the spending period.
Section 1.148-7(b)(4) provides a de minimis rule; any failure to satisfy the final spending
requirement of the 18-month exception is disregarded if the Issuer exercises due diligence to
complete the Project and the amount of the failure does not exceed the lesser of three percent of
the issue price ($ ) or $250,000.
9. Intentional Acts. The Issuer shall not intentionally use any portion of the
proceeds of the Bonds directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments except to the
166s~6o~1 36
extent such investments would not have caused the Bonds to be arbitrage bonds if reasonably
expected on the date hereof.
10. Basis For Expectations. The facts and estimates on which the foregoing
expectations are based are (a) the documents included in the "Bond Transcript" prepared for the
Bond Closing, (b) all engineering and architectural estimates, drawings, reports and plans and
specifications heretofore furnished the Issuer with respect to the Improvements, (c) all contracts,
if any, heretofore executed for the acquisition and construction of the Improvements, (d) all
expenditures which were heretofore made by the Issuer for the acquisition and construction of
the Improvements and which are to be reimbursed out of the proceeds of the Bonds, and (e) such
other facts and estimates, if any, as maybe set forth in an Exhibit A attached hereto.
11. No Abusive Arbitrage Device. No "abusive arbitrage device" within the meaning
of Section 1.148-10 of the Regulations is used in connection with the Bonds. No action relating
to the Bonds has the effect of (a) enabling the Issuer to exploit the difference between tax-
exempt and taxable interest rates to obtain a material financial advantage and (b) overburdening
the tax-exempt bond market.
12. FamiliaritX; Conclusion. We are generally familiar with the requirements of the
Regulations, and nothing has been called to our attention to cause us to believe that the proceeds
of the Bonds will be used in a manner which would cause the Bonds to be arbitrage bonds within
the meaning of Section 148 of the Code.
13. No Other Facts. To the best of the knowledge and belief of the undersigned, there
are no other facts, estimates or circumstances which would materially change the foregoing facts
and conclusions.
WITNESS our hands and seal of said City on August , 2004.
CITY OF MAPLEWOOD, MINNESOTA
Mayor
(SEAL)
Clerk
Finance Director
1665760v1 3'~
CONTINUING DISCLOSURE UNDERTAKING
This Continu@ Disclosure Undertak@ (the "Disclosure Undertak@") is executed and
delivered by the City of Maplewood, Minnesota (the "Issuer"), in connection with the issuance of
$13,010,000 General Obligation Improvement Bonds, Series 2004B (the "Bonds"). The Bonds
are being issued pursuant to a Resolution adopted on July 22, 2004 (the "Resolution"). Pursuant
to the Resolution and this Undertak@, the Issuer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertak@ is
being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the
Participat@ Underwriters in complying with SEC Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Resolution,
which apply to any capitalized term used in this Disclosure Undertak@ unless otherwise
defined in this Section, the following capitalized terms shall have the follow@ meanings:
"Annual Report" shall mean any annual financial information provided by the Issuer
pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertak@.
"Audited Financial Statements" shall mean the financial statements of the Issuer audited
annually by an independent certified public accounting firm, prepared pursuant to generally
accepted account@ principles promulgated by the Financial Account@ Standards Board,
modified by governmental account@ standards promulgated by the Government Account@
Standards Board.
"Dissemination Agent" shall mean such parry from time to time designated in writing by
the Issuer to act as information dissemination agent and which has filed with the Issuer a written
acceptance of such designation.
"Fiscal Year" shall be the fiscal year of the Issuer.
"Governing Body" shall, with respect to the Bonds, have the meaning given that term in
Minnesota Statutes, Section 475.51, Subdivision 9.
"MSRB" shall mean the Municipal Securities Rulemak@ Board.
"National Repository" shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. Currently, the follow@ are National
Repositories:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225; Fax: (609) 279-5962
E-mail: Munis@Bloomberg.com
1665760v1 3 8
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701; Fax: (201) 947-0107
E-Mail: Nrmsir@dpcdata.com
FT Interactive Data
Attn: Repository
100 Williams Street
New York, NY 10038
Phone: (212) 771-6899; Fax: (212) 771-7390
E-mail: NRMSIR@FTID.com
Standard & Poor's Securities Evaluation Inc.
55 Water Street - 45th Floor
New York, NY 10041
Attn: Repository Services
Phone: (212) 438-4595; Fax: (212) 438-3975
E-mail: nrmsir_repository@sandp.com
"Occurrence(s)" shall mean any of the events listed in Section S.A. of this Disclosure
Undertaking.
"Official Statement" shall mean the Official Statement dated July 8, 2004, prepared in
connection with the Bonds.
"Owners" shall mean the registered holders and, if not the same, the beneficial owners of
any Bonds.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Repository" shall mean each National Repository and each State Depository.
"Resolution" shall mean the resolution or resolutions adopted by the Governing Body of
the Issuer providing for, and authorizing the issuance of, the Bonds.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same maybe amended from time
to time or interpreted by the Securities and Exchange Commission.
"State" shall mean the State of Minnesota.
"State Depository" shall mean any public or private repository or entity designated by the
State as a state depository for the purpose of the Rule. As of the date of this Disclosure
Undertaking, there is no State Depository in Minnesota.
166s~6o~1 39
SECTION 3. Provision of Annual Reports.
A. Beginning in connection with the Fiscal Year ending on December 31, 2004, the
Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not
later than December 31, 2005, and by December 31 of each year thereafter, provide to each
Repository an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Undertaking.
B. If the Issuer is unable to provide to the Repositories an Annual Report by the date
required in subsection A, the Issuer shall send a notice of such delay and estimated date of
delivery to each Repository or to the MSRB and to the State Depository, if any.
SECTION 4. Content and Format of Annual Reports. The Issuer's Annual Report shall
contain or incorporate by reference the financial information and operating data pertaining to the
Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report maybe
submitted to each Repository as a single document or as separate documents comprising a
package, and may cross-reference other information as provided in this Disclosure Undertaking.
The following financial information and operating data shall be supplied:
A. An update of the operating and financial data of the type of information contained
in the Official Statement under the captions: City Property Values; City Indebtedness; and City
Tax Rates, Levies and Collections.
B. Data extracted from preliminary, unaudited financial statements of the Issuer and
from past audited financial statements of the Issuer in the form and of the type contained in the
Appendix of the Official Statement.
C. The Audited Financial Statements of the Issuer maybe submitted to each
Repository separately from the balance of the Annual Report. In the event Audited Financial
Statements of the Issuer are not available on or before the date for filing the Annual Report with
the appropriate Repositories as set forth in Section 3.A. above, unaudited financial statements
shall be provided as part of the Annual Report. The accounting principles pursuant to which the
financial statements will be prepared will be pursuant to generally accepted accounting principles
promulgated by the Financial Accounting Standards Board, as such principles are modified by
the governmental accounting standards promulgated by the Government Accounting Standards
Board, as in effect from time to time. If Audited Financial Statements are not provided because
they are not available on or before the date for filing the Annual Report, the Issuer shall promptly
provide them to the Repositories when available.
SECTION 5. Reporting of Significant Events.
A. This Section 5 shall govern the giving of notices of the occurrence of any of the
following events with respect to the Bonds, if material:
1665760v1 40
(1) principal and interest payment delinquency;
(2) non-payment related defaults;
(3) unscheduled draws on debt service reserves reflecting financial difficulties;
(4) unscheduled draws on credit enhancements reflecting financial difficulties;
(5) substitution of credit or liquidity providers, or their failure to perform;
(6) adverse tax opinions or events affecting the tax-exempt status of the security;
(7) modifications to rights of security holders;
(8) Bond calls;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Bonds; and
(11) rating changes.
B. Whenever an event listed in Section S.A. above has occurred, the Issuer shall as
soon as possible determine if such event would constitute material information for Owners of
Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice
of such Occurrence with each National Repository or the MSRB and with the State Depository,
if any.
C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each
National Repository or the MSRB and to the State Depository, if any, notice of a failure by the
Issuer to provide the Annual Reports described in Section 4.
SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds.
SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Undertaking, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of
this Disclosure Undertaking maybe waived, if (a) a change in law or change in the ordinary
business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and
of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been
effective on the date hereof but taking into account any subsequent change in or official
interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of
counsel expert in federal securities laws to the effect that such amendment or waiver would not
materially impair the interests of Owners.
SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Undertaking or any other means of communication, or
including any other information in any Annual Report or notice of an Occurrence, in addition to
that which is required by this Disclosure Undertaking. If the Issuer chooses to include any
information in any Annual Report or notice of an Occurrence in addition to that which is
1665760v1 4 I
specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under
this Disclosure Undertaking to update such information or include it in any future Annual Report
or notice of an Occurrence.
SECTION 10. Default. In the event of a failure of the Issuer to provide information
required by this Disclosure Undertaking, any Owner may take such actions as maybe necessary
and appropriate, including seeking mandamus or specific performance by court order, to cause
the Issuer to comply with its obligations to provide information under this Disclosure
Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of
Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the
event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action
to compel performance.
SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the
benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds,
and shall create no rights in any other person or entity.
SECTION 12. Reserved Rights. The Issuer reserves the right to discontinue providing
any information required under the Rule if a final determination should be made by a court of
competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions
of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer
determines that such modification is required by the Rule or by a court of competent jurisdiction.
Date: August , 2004. CITY OF MAPLEWOOD, MINNESOTA
By
Its Mayor
By
Its Clerk
1665760v1 42