HomeMy WebLinkAbout11-19-92 SMMINUTES OF MAPLEWOOD CITY COUNCIL
SPECIAL MEETING
4:30 P.M., Thursday, November 19, 1992
Council Chambers, Municipal Building
A. CALL TO ORDER
A specE.' meeting of the City Council of Maplewood, Minnesota was held in the Council
Chambers, Municipal Building, and was called to order at 4:30 P.M. by Acting Mayor
Carlson.
B. PLEDGE OF ALLEGIANCE
C. ROLL CALL
Gary W. Bastian, Mayor Absent
Dale H. Carlson, Acting Mayor Present
Francp.: Juker, Councilmember Absent
George ;:,sbach, Councilmember Present
Joseph A. Zappa, Councilmember Present
0. AWARD OF BIDS
1. Bid Award on 1992 Refunding Bonds
a. Director of Finance Faust presented the staff report.
b. Gerard Shannon, Vice President, Springsted, Inc. presented the specifics
of the bid.
c. Councilmember Zappa introduced the following Resolution and moved its
adoption:
92 - 11 - 153
R PLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $4,500,000
SNERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1992A,
MOVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE SECURITY THEREOF
SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PAYMENT THEREOF
(SEE ATTACHED)
Seconded by Councilmember Rossbach Ayes - all (3)
Nays - none (0)
1 11 -19 -92
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
MAPLEWOOD, MINNESOTA
HELD: November 19, 1992
Pursuant to due call and notice thereof, a special
meeting of the City Council of the City of Maplewood, Ramsey
County, Minnesota, was duly called and held at the City Hall in
said City on Thursday, the 19th day of November, 1992, at 4:30
P.M., for the purpose of considering bids for, and awarding the
competitive negotiated sale of, $4,500,000 General Obligation
Improvement Refunding Bonds, Series 1992A of the City.
The following members were present:
Acting Mayor Dale H. Carlson, Councilmembers George F. Rossbach, Joseph A. Zappa
and the following were absent:
Mayor Gary W. Bastian, Councilmember Frances L. Juker
The City Clerk presented bids on $4,500,000 General
Obligation Improvement Refunding Bonds, Series 1992A of the City,
for which proposals were to be received, opened and tabulated by
the City Clerk, or her designee, this same day, in accordance
with the resolution adopted by the City Council on October 12,
1992.
The following proposals were received, opened and
tabulated at 11:00 A.M., Central Time, at the offices of
Springsted Incorporated, in the presence of the City Clerk, or
her designee, on this same day:
Bidder Interest Rate True Interest Cost
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The Council then proceeded to consider and discuss the
bids, after which member Zappa introduced the following
resolution and moved its adoption:
RESOLUTION ACCEPTING BID ON THE COMPETITIVE
NEGOTIATED SALE OF 4,500,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 1992A,
PROVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE
SECURITY THEREOF SPECIAL ASSESSMENTS
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 provide moneys for a
crossover refunding on February 1, 1996, of the City's General
Obligation Improvement Bonds of 1986, dated August 1, 1986 (the
"Prior 1986 Bonds "), which mature on February 1, 1997, and
thereafter, issued for the purpose of providing money to finance
the construction of various improvements in the City pursuant to
the resolution of the City Council, dated August 7, 1986,
authorizing issuance of the Prior 1986 Bonds (the "Prior 1986
Resolution ") (the 11 1986 Project "); and
B. WHEREAS, $1,815,000 of the principal amount of the
Prior 1986 Bonds which mature on or after February 1, 1997, are
callable on February 1, 1996, at a price of par plus accrued
interest as provided in the Prior 1986 Resolution; and
C. WHEREAS, the City Council of the City has also
heretofore determined and declared that it is necessary and
expedient to provide moneys for a crossover refunding on
August 1, 1996, of the City's General Obligation Improvement
Bonds of 1988, dated August 1, 1988 (the "Prior 1988 Bonds "),
which mature on August 1, 1997, and thereafter, issued for the
purpose of providing money to finance the construction of various
improvements in the City pursuant to the resolution of the City
Council, dated August 4, 1988, authorizing issuance of the Prior
1988 Bonds (the "Prior 1988 Resolution ") (the 11 1988 Project ");
and
D. WHEREAS, $2,520,000 of the principal amount of the
Prior 1988 Bonds which mature on or after August 1, 1997, are
callable on August 1, 1996, at a price of par plus accrued
interest as provided in the Prior 1988 Resolution; and
E. WHEREAS, the Prior 1986 Bonds and the Prior 1988
Bonds are hereinafter collectively referred to as the "Prior
Bonds "; and
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F. WHEREAS, the 1986 Project and the 1988 Project are
hereinafter collectively referred to as the "Project "; and
G. WHEREAS, the Prior 1986 Resolution and the Prior
1988 Resolution are hereinafter collectively referred to as the
"Prior Resolution "; and
H. WHEREAS, the refunding of the callable Prior Bonds,
is consistent with covenants made with the holders thereof, and
is necessary and desirable for the reduction of debt service cost
to the City; and
I. WHEREAS, the City Council has heretofore determined
and declared that it is necessary and expedient to issue
$4,500,000 General Obligation Improvement Refunding Bonds, Series
1992A of the City, pursuant to Minnesota Statutes, Chapter 475,
to provide moneys for a crossover refunding of the callable Prior
Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Maplewood, Minnesota, as follows:
1. Acceptance of Bid The bid of
(the "Purchaser "), to purchase
$4,500,000 General Obligation Improvement Refunding Bonds, Series
1992A of the City (the "Bonds" or the "Refunding Bonds ", or indi-
vidually 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
bid received and is hereby accepted and the Bonds are hereby
awarded to said bidder. The City Clerk is directed to retain the
deposit of said bidder and to forthwith return to the unsuccess-
ful bidders their good faith checks or drafts.
2. Title; Original Issue Date; Denominations
Maturities; Combining Maturities The Bonds shall be titled
"General Obligation Improvement Refunding Bonds, Series 1992A",
shall be dated December 1, 1992, 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 Bonds shall mature on
February 1 in the years and amounts as follows:
22U26
Year
AMount
YgAp
Amou
1997
$425,000
2003
$405,000
1998
440,000
2004
385,000
1999
435,000
2005
380,000
2000
425,000
2006
375,000
2001
415,000
2007
205,000
2002'
410,000
2008
200,000
For the purpose of complying with Minnesota Statutes,
Section 475.54, Subdivision 1, the maturity schedule for the
Bonds has been combined with the maturity schedule for the Prior
Bonds, as permitted by Minnesota Statutes, Section 475.54,
Subdivision 2.
3. Allocation of Bonds to Prior 1986 Bonds and to
Prior 1988 Bonds $1,850,000 in aggregate principal amount of
the Bonds is properly allocable to the costs of crossover
refunding the Prior 1986 Bonds (the "1986 Refunding Portion ").
The remaining aggregate principal amount of the Bonds (i.e.
$2,650,000) is properly allocable to the costs of crossover
refunding the Prior 1988 Bonds (the "1988 Refunding Portion ").
4. Ptn n.7ose: Refunding Findings The Bonds shall
provide funds for a crossover refunding of all the City's
callable Prior Bonds (the "Refunding "). It is hereby found,
determined and declared that the Refunding is pursuant to
Minnesota Statutes, Section 475.67, Subdivision 13, and shall
result in a reduction of debt service cost to the City.
5. Interest The Bonds shall bear interest payable
semiannually on February 1 and August l.of each year (each, an
"Interest Payment Date "), commencing August 1, 1993, 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 Interest
Year Rate
Maturity
Year
Interest
Rate
1997 $
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
6. Redemption All Bonds maturing in the years 2003
to 2008, both inclusive, shall be subject to redemption and
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prepayment at the option of the City on February 1, 2002, and on
any date thereafter at a price of par plus accrued interest.
Redemption may be 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 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.
7. Bond Registrar ,
in , , 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.
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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 13 of this
resolution.
S. 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:
228326
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R
GENERAL OBLIGATION
IMPROVEMENT REFUNDING BOND, SERIES 1992A
INTEREST
RATE
MATURITY DATE OF
DATE ORIGINAL ISSUE
DECEMBER 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
I " -* 6ir:�c��
KNOW ALL PERSONS BY THESE PRESENTS that 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, 1993, 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
, in (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
ZM26
7
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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
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.
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.
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8
Date of Registration: Registrable by:
Payable at: _
BOND REGISTRAR'S CITY OF MAPLEWOOD,
CERTIFICATE OF RAMSEY COUNTY, MIN
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
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/s/ Facsimile
Mayor
[s/ Facsimile
Clerk
E
ON REVERSE OF BOND
Redemption All Bonds of this issue (the "Bonds ")
maturing in the years 2003 to 2008, both inclusive, are subject
to redemption and prepayment at the option of the Issuer on
February 1, 2002, and on any date thereafter at a price of par
plus accrued interest. Redemption may be 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.
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 denomina-
tions, 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.
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10
Issuance; Purpose; General Obligation This Bond is
one of an issue in the total principal amount of $4,500,000, 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 of the
Issuer on November 19, 1992 (the "Resolution "), for the purpose
of providing funds sufficient for a crossover refunding: (i) on
February 1, 1996, of the Issuer's General Obligation Improvement
Bonds of 1986, dated August 1, 1986, which mature on February 1,
1997, and thereafter; and (ii) on August 1, 1996, of the Issuer's
General Obligation Improvement Bonds of 1988, dated August 1,
1988, which mature on August 1, 1997, and thereafter. This Bond
is payable out of the Escrow Account and the Debt Service Account
of the Issuer's General Obligation Improvement Refunding Bonds,
Series 1992A Fund. 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.
Denominations; Exchange; Resolution The Bonds are
issuable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity 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.
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Fees ugc °, 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.
tr eatment of Registered Owners The Issuer and Bond
Re x ha° °r may treat the person in whose name this Bond is
rea-'stered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof 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.
Oualified Tax - Exempt Obligation This Bond has been
design- „.ted by the Issuer as a "qualified tax - exempt obligation”
for r- , "rposes of Section 265(b)(3) of the Internal Revenue Code of
1986 as amended.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
wri4tten out in full according to applicable laws or regulations:
TER 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
(Lust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received,
assigns and transfers unto _
hereby irrevocably constitute
attorney to transfer the Bond
registration thereof, with fu
premises.
the undersigned hereby sells,
the within Bond and does
and appoint
on the books kept for the
L1 power of substitution in the
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.
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.)
13
9. Execution; Temporary Bonds The Bonds 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 facsimile; and
provided further that both of such signatures may be printed
facsimiles and the corporate seal may be omitted as permitted by
law. In the event of disability or resignation or other absence
of either such officer, the Bonds may be 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 may be necessary to reflect more than
one maturity in a single temporary bond. Such temporary bonds
may be 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 cancelled.
10. 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 December 1, 1992. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this resolution.
11. 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.
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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 10) 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 may be registered in
blank or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be 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 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 cancelled 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.
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12. 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.
13. 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 "N 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.
14. 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 13 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.
15. 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.
16. Fund pn Accounts There is hereby created a
special fund to be designated the "General Obligation Improvement
Refunding Bonds, Series 1992A Fund" (the "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
Fund shall be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts,
to be designated the "Escrow Account" and "Debt Service Account ",
respectively.
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16
(i) Escrow Account The Escrow Account shall be maintained
as an escrow account with (the
"Escrow Agent ") in which is a suitable
financial institution within the State whose deposits are insured
by the Federal Deposit Insurance Corporation and whose combined
capital and surplus is not less than $500,000. All proceeds of
the sale of the Bonds shall be received by the Escrow Agent and
applied to fund the Escrow Account or to pay costs of issuing the
Bonds. Proceeds of the Bonds not used to pay costs of issuance
are hereby irrevocable pledged and appropriated to the Escrow
Account, together with all investment earnings thereon. The
Escrow Account shall be invested in securities maturing or
callable at the option of the holder on such dates and bearing
interest at such rates as shall be required to provide sufficient
funds, together with any cash or other funds retained in the
Escrow Account, (i) to pay when due the interest to accrue on
each 1986 Refunding Portion of the Bond herein authorized to and
including February 1, 1996 and to pay when due the interest to
accrue on each 1988 Refunding Portion of the Bond herein
authorized to and including August 1, 1996; (ii) to pay when
called for redemption on February 1, 1996, the principal amount
of each of the Prior 1986 Bonds; and (iii) to pay when called for
redemption on August 1, 1996, the principal amount of each of the
Prior 1988 Bonds. From the Escrow Account there shall be paid
(1) all interest on the 1986 Refunding Portion of the Bonds
herein authorized to and including February 1, 1996 and all
interest on the 1988 Refunding Portion of the Bonds herein
authorized to and including August 1, 1996, (2) the principal of
the Prior 1986 Bonds due by reason of their call for redemption
on February 1,'1996, and (3) the principal of the Prior 1988
Bonds due by reason of their call for redemption on August 1,
1996. The Escrow Account shall be irrevocable appropriated to
the payment of the principal of and interest on the Bonds herein
authorized until the proceeds of the Bonds are applied to payment
of the Prior Bonds. The moneys in the Escrow Account shall be
used solely for the purposes herein set forth and for no other
purpose, except that any surplus in the Escrow Account may be
remitted to the City, all in accordance with an agreement (the
"Escrow Agreement ") by and between the City and Escrow Agent, a
form of which agreement is on file in the office of the Clerk.
Any moneys remitted to the City upon termination of the Escrow
Agreement shall be deposited in the Debt Service Account.
(ii) Debt Service Account To the Debt Service Account
there is hereby pledged and irrevocable appropriated and there
shall be credited: (1) all uncollected special assessments
pledged to the payment of the Prior Bonds; (2) any collections of
all taxes herein or hereafter levied for the payment of the Bonds
and interest thereon; (3) any balance remitted to the City upon
228326
17
the termination of the Escrow Agreement; (4) any balance
remaining on February 2, 1996, in the Debt Service Account of the
General Obligation Improvement Bonds of 1986 Fund created by the
Prior 1986 Resolution; (5) any balance remaining on August 2,
1996, in the Debt Service Account of the General obligation
Improvement Bonds of 1988 Fund created by the Prior 1988
Resolution; (6) any collections of all taxes heretofore levied
for the payment of the Prior Bonds and interest thereon which are
not needed to pay the Prior Bonds as a result of the Refunding;
(7) all investment earnings on funds in the Debt Service Account;
and (8) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Debt
Service Account. The amount of any surplus remaining in the Debt
Service Account when the Bond+ :n:i interest thereon are paid .
shall be used consistent with ` ^. nnesota Statutes, Section 475.61,
Subdivision 4.
The moneys in the Debt Service Account shall be used solely to
pay the principal of and interest on the Bonds or any other bonds
hereafter issued and made payable from the Fund. 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 (1) for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds were
issued, and (2) in addition to the above, in an axn.:,Mt not
greater than the lesser of five percent (58) of th�. -proceeds of
the Bonds or $100,000. To this effect, any proceeds the Bonds
and any sums from time to time held in the Fund (or any other
City account which will be sued to pay principal and interest to
become due on the Bonds) in excess of amounts which under the
applicable federal arbitrage regulations may be invested without
regard as to yield shall not be invested in excess of the appli-
cable yield restrictions imposed by the.arbitrage regulations on
such investments after taking into account any applicable
"temporary periods" or "minor portion" made available under the
federal arbitrage regulations. In addition, the proceeds of the
Bonds and 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 federal Internal Revenue Code of 1986, as amended (the
"Code ").
17. Prior Bonds; Security Until retirement of the
Prior Bonds, all provisions theretofore made for the security
thereof shall be observed by the City and all of its officers and
agents.
228326
is
18. Assessments It has heretofore been determined
that a portion of the cost of each improvement project financed
by the Prior Bonds 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 projects. The City has
done and performed, all further acts and things which may be
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 may be required
by law to make the assessments a valid and binding lien upon such
property. The special assessments were heretofore authorized.
The special assessments for the Prior 1986 Bonds have heretofore
been levied, and the installments that remain payable are payable
in equal, consecutive, annual installments including both
principal and interest, with interest at the rate per annum not
greater than the maximum permitted by law (which maximum rate was
heretofore assumed to be 10.00%) and not less than 9.00% per
annum:
Improvement
Designation
Collection
Amount Levy Years Years
81 -20 McKnight Road
(Highway 36 to Conway)
83 -01 Frost Avenue
(Adele to Birmingham)
83 -07 Beaver Creek Storm Sewer
84 -04 McClelland Street Water
Main
85 -04 Ripley Avenue Water
Main
85 -07 Crestview Drive and
Hudson Place Water
Main
85 -17 Southlawn - Beam to D
86 -03 Water Service District $6
Improvements (Water Tower)
86 -04 County Road C - W. Highway 61
Water Main
228326
19
The special assessments for the Prior 1988 Bonds have heretofore been
levied, and the installments that remain payable are payable in equal,
consecutive, annual installments including both principal and interest,
with interest at the rate set forth below:
Improvement Collection
Designation Amount Levy Years Years Rate
84 -12 10.00%
86 -05 10.00
86 -12 10.00
86 -15 9.00
86 -22 9.00
86-25 9.00
87-13 9.00
87 -19 9.00
87 -44 9.00
19. Tax Levy; Coverage Test; Cancellation of Certain
Tax Levies 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 Tax Year of Tax
Levy Collection Amount
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 and
sums held in the Escrow Account, will produce at least five
percent (5 %) 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.
228326
20
Upon payment of the Prior 1988 Bonds, the taxes levied
in Paragraph 17 of the Prior 1988 Resolution authorizing the
issuance of the Prior 1988 Bonds, in the years through
for collection in through shall be cancelled.
20. 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 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, subject 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.
21. General Obligation Pledge For the prompt and
full payment of the principal of 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 Escrow Account or Debt Service Account is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other accounts of the City which are available
for such purpose, and such other funds may be reimbursed without
interest from the Escrow Account or Debt Service Account when a
sufficient balance is available therein.
228326
21
22. Securities: Escrow Agent Securities purchased
from moneys in the Escrow Account shall be limited to securities
set forth in Minnesota Statutes, Section 475.67, Subdivision 8,
and any amendments or supplements thereto. Securities purchased
from the Escrow Account shall be purchased simultaneously with
the delivery of the Bonds. The City Council has investigated the
facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
23. Redemption of Prior Bonds
A. The Prior 1986 Bonds which mature in 1997 and
thereafter shall be redeemed and prepaid on February 1, 1996, in
accordance with the terms and conditions set forth in the Notice
of Call for Redemption attached hereto as Exhibit A, which terms
and conditions are hereby approved and incorporated herein by
reference.
B. The Prior 1988 Bonds which mature in 1997 and
thereafter shall be redeemed and prepaid on August 1, 1996, in
accordance with the terms and conditions set forth in the Notice
of Call for Redemption attached hereto as Exhibit B, which terms
and conditions are hereby approved and incorporated herein by
reference.
Said Notices of Call for Redemption shall be mailed to
the paying agent or agents for the Prior Bonds (if other than the
Escrow Agent) prior to said redemption dates, and therefor to the
registered owner of each Prior Bond at the address shown on the
registration books kept by the registrar for the Prior Bonds
pursuant to the Escrow Agreement.
24. Escrow Agreement On or prior to the delivery of
the Bonds the Mayor and Clerk shall, and are hereby authorized
and directed to, execute on behalf of the City an Escrow
Agreement. The Escrow Agreement is hereby approved and adopted
and made a part of this resolution, and the City covenants that
it will promptly enforce all provisions thereof in the event of
default thereunder by the Escrow Agent.
25. Purchase of SLGS: Authorization The Clerk, or
anyone designated by the Clerk to act in his or her behalf, is
hereby authorized and directed to purchase the appropriate United
States Treasury Securities, State and Local Government Series,
from the proceeds of the Bonds in accordance with the provisions
of this resolution and to execute all such documents (including
the appropriate subscription form) required to effect such
purchase in accordance with the U.S. Treasury Regulations (31 CRF
Part 344). Springsted Incorporated, as agent for the City, is
228326
22
hereby authorized and directed to purchase for and on behalf of
the City and in its name, appropriate securities to fund the
Escrow Account.
26. Certificate of Registration The Clerk is hereby
directed to file a certified copy of this resolution with the
County Auditor of Ramsey County, Minnesota, together with such
other information as he or she shall require, and to obtain the
County Auditor's Certificate that the Bonds have been entered in
the County Auditor's Bond Register, that the tax levy for the
Prior 1988 Bonds has been canceled, and that the tax levy
required by law for the Bonds has been made.
27. 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 re furnished,
shall be deemed representations of the City as to the facts
recited therein.
28. Negative Covenant as to Use of Proceeds and
Project The City hereby covenants not to use the proceeds of
the Bonds or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the
cost of the Project, 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.
29. Tax- Exempt Status of the Bonds:'Rebate 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 (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small- issuer exception amount of $5,000,000.
228326
23
For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a
private activity bond, (3) ninety -five percent (95 %) or more of
the net proceeds of the Bonds are to be used for local
governmental activities of the City (or of a governmental unit
the jurisdiction of which is entirely within the jurisdiction of
the City), and (4) the aggregate face amount of all tax - exempt
bonds (other than private activity bonds) issued by the City (and
all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds
are issued is not reasonably expected to exceed $5,000,000, all
within the meaning of Section 148(f)(4)(D) of the Code.
Furthermore:
(i) each of the Prior Bonds was issued as part of
an issue which was treated as meeting the rebate
requirements by reason of the exception for govern-
mental units issuing $5,000,000 or less of bonds;
(ii) the average maturity of the Bonds does not
exceed the remaining average maturity of the Prior
Bonds; and
(iii) no maturity of the Bonds has a maturity
date which is later than the date which is thirty (30)
years after the dates the Prior Bonds were issued.
30. Designation of Oualified Tax - Exempt Obligt.jons
In ,*rder to qualify the Bonds as "qualified tax - exempt
al "i ;xtions" within the meaning of Section 265(b)(3) of the Code,
ta�- City hereby makes the following factual statements and
representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as
defined in Section 141 of the Code;
(c) the City hereby designates the Bonds zs
"qualified tax - exempt obligations" for purposes of
Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of
tax - exempt obligations (other than private activity
bonds, treating qualified 501(c)(3) bonds as not being
228326
24
private activity bonds) which will be issued by the
City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations
are treated as issued by the City) during this calendar
year 1992 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations
issued by the City during this calendar year 1992 have
been designated for purposes of Section 265(b)(3) of
the Code; and
(f) the aggregate face amount of the Bonds does
not exceed $10,000,000.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
31. Supplemental Resolution The Prior Resolution is
hereby supplemented to the extent necessary to give effect to the
provisions of this resolution.
32. 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.
33. 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.
The motion for the adoption of the foregoing resolution
was duly seconded by member Rossbach and, after a full
discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
Acting Mayor Carlson, Councilmembers Rossbach, Zappa
and the following voted against the same: None
Whereupon said resolution was declared duly passed and
adopted.
228326
25
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1986
CITY OF MAPLEWOOD,
RAMSEY COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the
City of Maplewood, Ramsey County, Minnesota, there have been
called for redemption and prepayment on
February 1, 1996
those outstanding bonds of the City designated as General obliga-
tion Improvement Bonds of 1986, dated August 1, 1986, having
stated maturity dates in the years 1997 through 2006, and
totalling $1,815,000 in principal amount. The bonds are being
called at a price of par plus accrued interest to February 1,
1996, on which date all interest on said bonds will cease to
accrue. Holders of the bonds hereby called for redemption are
requested to present their bonds for payment, at First Trust
National Association (formerly, First Trust Company, Inc.), 180
East Fifth Street, 3rd Floor - Bond Drop Window, or if by mail,
to P. O. Box 64111, in Saint Paul, Minnesota, 55164 -0111, on or
before February 1, 1996.
Dated: November 19, 1992.
BY ORDER OF THE CITY
COUNCIL
Isl Lucille Aurelius
Clerk
Important Notice: Under the Interest and Dividend Compliance Act
of 1983, 208 will be withheld if tax identification is not
properly certified.
Additional information
may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
St. Paul, Minnesota 55101 -2143
Telephone No.: (612) 223 -3000
22026
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1988
CITY OF MAPLEWOOD,
RAMSEY COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the
City of Maplewood, Ramsey County, Minnesota, there have been
called for redemption and prepayment on
August 1, 1996
those outstanding bonds of the City designated as General
Obligation Improvement Bonds of 1988, dated August 1, 1988,
having stated maturity dates in the years 1997 through 2008, and
totalling $2,520,000 in principal amount. The bonds are being
called at a price of par plus accrued interest to August 1, 1996,
on which date all interest on said bonds will cease to accrue.
Holders of the bonds hereby called for redemption are requested
to present their bonds for payment, at First Trust National
Association, 180 East Fifth Street, 3rd Floor - Bond Drop Window,
or if by mail, to P. O. Box 64111, in Saint Paul, Minnesota,
55164 -0111, on or before August 1, 1996.
Dated: November 19, 1992.
BY ORDER OF THE CITY
COUNCIL
/s/ Lucille Aurelius
Clerk
Important Notice: Under the Interest and Dividend Compliance Act
of 1983, 208 will be withheld if tax identification is not
properly certified.
Additional information
may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
St. Paul, Minnesota 55101 -2143
Telephone No.: (612) 223 -3000
F�7
d. Councilmember Zappa introduced the following Resolution and moved its
adoption:
92 - 11 - 154
RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF
$1,515,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992B,
PROVIDING FOR THEIR ISSUANCE AND PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS
(SEE ATTACHED)
Seconded by Councilmember Rossbach Ayes - all (3)
Nays - none (0)
N. ADJOURNMENT
4:45 P.M.
Lucille E. Aurelius
City Clerk
2 11 -19 -92
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
MAPLEWOOD, MINNESOTA
HELD: November 19, 1992
Pursuant to due call and notice thereof, a special
meeting of the City Council of the City of Maplewood, Ramsey
County, Minnesota, was duly called and held at the City Hall in
said City on Thursday, the 19th day of November, 1992, at 4:30
P.M., for the purpose of considering bids for, and awarding the
competitive negotiated sale of, $1,515,000 General Obligation Tax
Increment Refunding Bonds, Series 1992B of the City.
The following members were present:
Acting Mayor Dale H. Carlson, Councilmembers George F. Rossbach, Joseph A. Zappa
and the following were absent:
Mayor Gary W. Bastian, Councilmember Frances L. Juker
The City Clerk presented bids on $1,515,000 General
Obligation Tax Increment Refunding Bonds, Series 1992B of the
City, for which proposals were to be received, opened and
tabulated by the City Clerk, or her designee, this same day, in
accordance with the resolution adopted by the City Council on
October 12, 1992.
The following proposals were received, opened and
tabulated at 11:00 A.M., Central Time, at the offices of
Springsted Incorporated, in the presence of the City Clerk, or
her designee, on this same day:
B idder Interest Rate True Interest Cost
225478
The Council then pros; -tided to consider and discuss the
bids, after which member Z<ippa introduced the
following resolution and moved its adoption:
RESOLUTION ACCEPTING BID ON THE
COMPETITIVE NEGOTIATED SALE OF
$1,515,000 GENERAL OBLIGATION
TAX INCREMENT REFUNDING BONDS, SERIES 1992B,
PROVIDING FOR THEIR ISSUANCE AND
PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS
A. WHEREAS, the City of Maplewood, Minnesota (the
"City "), has heretofore issQed General Obligation Tax Increment
Bonds of 1986, dated August 11, 1986 (the "Prior Bonds "), for the
purpose of providing money to finance certain capital and
administration costs within Development District No. 1 (the
"District ") (the "Project ") in the City as set forth in the
development program (the "Program ") and the tax increment
financing plans as amended (the "Plans ") for Economic Development
District No. 1 -1, Housing District No. 1 -1 and Housing District
No. 1 -2 (the "Tax Increment Districts ") created by the City
within the District; and
B. WHEREAS, $1,48x,,000 in principal amount of the
Prior Bonds which mature in t- .> years 1994 and thereafter are
subject to redemption and pre; ••anent at the option of the City on
February 1, 1993 at a price o:'• par plus accrued interest, as
provided in the resolution of the City Council, dated August 7,
1986, authorizing the issuance of the Prior Bonds (the "Prior
Resolution "); and
C. WHEREAS, the City Council deems it desirable and in
the best interests of the City to call for redemption and
prepayment all of the Prior Bonds which mature on February 1,
1994 and thereafter on February 1, 1993, in accordance with the
Prior Resolution, in order to reduce the debt service costs to
the City; and
D. WHEREAS, the City Council has heretofore determined
and declared that it is necessary and expedient to issue
$1,515,000 General Obligation Tax Increment Refunding Bonds,
Series 1992B of the City, pursuant to Minnesota Statutes, Chapter
475, to provide funds to pay on February 1, 1993, all of the
City's Prior Bonds which then remain outstanding (the
"Refunding "); and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Maplewood, Minnesota, as follows:
228478
2
1. Acceptance of Bid The bid of
(the "Purchaser "), to purchase $1,515,000 General Obligation Tax
Increment Refunding Bonds, Series 1992B of the City (the "Bonds ",
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 bid received and is hereby accepted, and the Bonds
are hereby awarded to said bidder. The City Clerk is directed to
retain the deposit of said bidder and to forthwith return to the
unsuccessful bidders their good faith checks and drafts.
2. Title; Oriainal Issue Date; Denominations;
Maturities The Bonds shall be titled "General Obligation Tax
Increment Refunding Bonds, Series 1992B ", shall be dated December
1, 1992, 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 Bonds shall mature on February 1 in the years and
amounts as follows:
Yea
Amount
Year
Amoun
1994
$245,000
1998
$185,000
1995
260,000
1999
195,000
1996
165,000
2000
200,000
1997
170,000
2001
95,000
3. impose The Bonds (together with other available
funds, if any, appropriated in paragraph 15 hereof) shall provide
funds to finance the Refunding. It is hereby found, determined
and declared that the Refunding is pursuant to Minnesota
Statutes, Section 475.67 and shall result in a reduction of debt
service cost to the City.
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, 1993, 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:
V-U?8
Maturity Interest Maturity Interest
Year Rate Year Rate
1994 $ 1998 $
1995 1999
1996 2000
1997 2001
5. No Redemption The Bonds are not subject to
redemption and prepayment prior to their maturity.
6. Bond Registrar
in , , 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:
22847E
4
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R-
INTEREST
RATE
GENERAL OBLIGATION
TAX INCREMENT REFUNDING BOND, SERIES 1992E
MATURITY DATE OF
DATE ORIGINAL ISSUE CUSIP
DECEMBER 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Eli- 63A
KNOW ALL PERSONS BY THESE PRESENTS that 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, without option of
prepayment, and to pay interest thereon semiannually on February
1 and August 1 of each year (each, an "Interest Payment Date "),
commencing August 1, 1993, 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
, in ,
(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
228473
5
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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
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.
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.
228478
6
Date of Registration:
Registrable by:
Payable at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
{i.
CITY OF MAPLEWOOD,
RAMSEY COUNTY,
MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
7
ON REVERSE OF BOND
No Redemption The Bonds of this issue (the "Bonds ")
are not subject to redemption and prepayment prior to their
maturity.
Issuance; Purpose; General Obligation This Bond is
one cf an issue in the total principal amount of $1,515,000, all
of date of original issue and tenor, except as to number,
maturity, interest rate and denomination, 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 of the Issuer on November 19, 1992
(the "Resolution "), for the purpose of providing money to redeem
on February 1, 1993, all of the outstanding General Obligation
Tax Increment Bonds of 1986, dated August 1, 1986 of the Issuer.
This Bond is payable out of the General Obligation Tax Increment
Refunding Bonds, Series 1992B (Development District No. 1) Fund
of the Issi2e . 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.
Denominations; Exchange; Resolution The Bonds are
isstaable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bona, -> 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
tb� is and duties of the Bond Registrar. Copies of the
Res are on file in the principal office of the Bond
Yoe -W 5 _: L „'.:.e e 1 ` .
.� a . w
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
228478
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 on the
reverse side hereof 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.
Oualified Tax - Exempt Obligation This Bond has been
designated by the Issuer as a "qualified tax - exempt obligation"
for purposes of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended.
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
(Cost) (Minor)
under the Uniform
(State)_
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
228478
9
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.
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.)
226478
10
8. Execution; Temporary Bonds The Bonds 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 facsimile; and
provided further that both of such signatures may be printed
facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or
other absence of either such officer, the Bonds may be 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 may be necessary to reflect
more than one maturity in a single temporary bond. Such
temporary bonds may be 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 December 1, 1992. 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.
223478
11
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 may be registered in
blank or in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be 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 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.
228478
12
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.
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. Fund and Accounts
(a) $ of the proceeds of the Bonds shall
be deposited in the Debt Service Account of the General
Obligation Tax Increment Bonds (Development District No. 1) Fund
(the "Redemption Fund ") heretofore created by the Prior
Resolution for the Prior Bonds, which amount, together with all
other funds held therein, is sufficient to prepay the outstanding
Prior Bonds on February 1, 1993.
(b) There is hereby established a special fund to be
designated the "General Obligation Tax Increment Refunding Bonds,
u347a
13
Series 1992B (Development District No. 1) Fund" (the "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
Fund shall be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts,
to be designated the "Payment Account" and "Debt Service
Account ", respectively.
(i) Payment Account There shall be deposited in the
Payment Account $ of the remaining proceeds of the
Bonds, less accrued interest received thereon, and less any
amount paid for the Bonds in excess of $1,501,365, from which the
costs of issuing the Bonds shall be paid. Monies in the Payment
Account shall be used to pay the costs of issuing the Bonds. Any
monies remaining in the Payment Account after all costs of
issuance have been paid or provided for shall be transferred to
the Debt service Account for the Bonds.
(ii) Debt Service Account There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service Account: (a) all accrued interest received upon
delivery of the Bonds; (b) all funds paid for the Bonds in excess
of $1,501,365; (c) tax increments derived from the Tax Increment
Districts in an amount which together with other funds herein
pledged to the payment thereof are sufficient to pay the
principal and interest to become due on the Bonds; (d) all
collections of taxes which may hereafter be levied in the event
that tax increments and other funds herein pledged to the payment
of the principal and interest of the Bonds of this issue and the
Prior Bonds are insufficient therefor; (e) all funds remaining in
the Payment Account after all costs of issuing the Bonds have
been paid; (f) any funds remaining on deposit in the Redemption
Fund established for the Prior Bonds after the same have been
paid and discharged; (g) all investment earnings on funds held in
the Debt Service Account; and (h) any and all other moneys which
are properly available and are appropriated by the governing body
of the City to the Debt Service Account. The Debt Service
Account 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 (1) for a reasonable
temporary period until such proceeds are needed for the purpose
228478
14
for which the Bonds were issued and (2) in addition to the above
in an amount not greater than the lesser of five percent (5 %) 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
Payment Account or Debt Service Account (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 may be
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. Tax Increments: Use of Tax Increments The County
Auditor of Ramsey County has certified the original assessed
value of property in the Tax Increment Districts. The County
Auditor shall determine in each year if the then - current net tax
capacity of property in the Tax Increment Districts exceeds the
original assessed value, and shall calculate, in the manner
provided in Minnesota Statutes, Section 469.177, Subdivision 3,
the captured net tax capacity (as defined therein) attributable
to the Tax Increment Districts. The City hereby determines to
retain 100% of the captured tax capacity for purposes of tax
increment financing. The County Auditor shall, in each such
year, compute the local 'tax rates to be extended against the
captured tax capacity in the manner provided in Minnesota
Statutes, Section 469.177, Subdivision 3, and the tax generated
thereby shall constitute the tax increments for the year in which
it is received. The City hereby appropriates the tax increments
to the Debt Service Account, which appropriation shall continue
until all of the Bonds and any additional bonds payable from the
Debt Service Account, are paid or discharged. The City hereby
expressly reserves the right to use the tax increments to finance
costs set forth in the Plans not financed hereby or to finance
costs of other projects to be undertaken from time to time within
the District in accordance with the Program and the Plans, as
they may from time to time be amended.
17. Future Tax Levies On or before October 10 of
each year, the Clerk shall certify to the County Auditor of
Ramsey County the amount of tax increments and any other funds
appropriated to and then held in the Debt Service Account and the
226478
15
estimated collections of tax increments to be received in the
next succeeding year. In the event that it is anticipated that
the aggregate of said sums will not be sufficient to pay the
principal and interest on the Bonds to become due in the first
calendar year thereafter and the first six (6) months of the
succeeding calendar year, the City Council shall pass a
resolution requesting the County Auditor of Ramsey County to levy
an ad valorem tax in an amount as is necessary, together with the
aforementioned funds then held in the Debt Service Account and
said estimated collections of tax increments, to pay the
principal and interest on the Bonds to become due during said
period.
18. Coverage Test The estimated collections of tax
increments are such that if collected in full they, together with
estimated collections of other revenues herein pledged for the
payment of the Bonds, will produce at least five percent (5 %) in
excess of the amount needed to meet when due the principal and
interest payments on the Bonds.
19. 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 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 at any time discharge its
obligations with respect to any Bonds, subject A- „he provisions
of law now or hereafter authorizing and regulati ,, ,� - -uch action,
by depositing irrevocably in escrow, with a suitab.1.ya banking
institution qualified by law as zn 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,
subject to sale and /or reinvestment, to pay all amounts to become
due thereon to maturity.
20. 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 irrevocably pledged. If the
balance in the Debt Service Account is ever insufficient to pay
all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any other
accounts of the City which are available for such purpose, and
228478
16
such other funds may be reimbursed without interest from the Debt
Service Account when a sufficient balance is available therein.
21. Notice of Call for Redemption The Clerk is
hereby authorized and directed to give mailed notice of
redemption prior to February 1, 1993 to First Trust National
Association (formerly, First Trust Company, Inc.), in St. Paul,
Minnesota, the paying agent for the Prior Bonds, and to all
registered holders of the Prior Bonds. Said notice shall be in
substantially the form attached hereto as Exhibit A.
22. Prior Bonds; Security Until retirement of the
Prior Bonds, all provisions theretofore made for the security
thereof shall be observed by the City and all of its officers and
agents.
23. Certificate of Reaistration The Clerk is hereby
directed to file a certified copy of this resolution with the
County Auditor of Ramsey County, Minnesota, together with such
other information as he or she shall require, and to obtain the
County Auditor's certificate that the Bonds have been entered in
the County Auditor's Bond Register.
24. 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.
25. Negative Covenant as
Project The City hereby covenants
the Bonds or to use the Project, or
used, or to enter into any deferred
cost of the Project, in such a mane
"private activity bonds" within the
141 through 150 of the Code.
to Use of Proceeds and
not to use the proceeds of
to cause or permit them to be
payment arrangements for the
ar as to cause the Bonds to be
meaning of Sections 103 and
26. Tax - Exempt Status of the Bonds; 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
228479
17
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small- issuer exception amount of $5,000,000.
For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a
private activity bond, (3) ninety -five percent (95%) or more of
the net proceeds of the Bonds are to be used for local
governmental activities of the City (or of a governmental unit
the jurisdiction of which is entirely within the jurisdiction of
the City), and (4) the aggregate face amount of all tax - exempt
bonds (other than private activity bonds) issued by the City (and
all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds
are issued and outstanding at one time is not reasonably expected
to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) of the Code.
Furthermore:
(i) there shall not be taken into account for
purposes of said $5,000,000 limit any bond issued to
refund (other than to advance refund) any bond to the
extent the amount of the refunding bond does not exceed
the outstanding amount of the refunded bond;
(ii) the aggregate face
not exceed $5,000,000;
(iii) each of the Prior
of an issue which was treated
requirements by reason of the
governmental units issuing $5
amount of the Bonds does
Bonds was issued as part
as meeting the rebate
exception for
,000,000 or less of bonds;
(iv) the average maturity of the Bonds does not
exceed the average maturity of the Prior Bonds; and
(v) no part of the Bonds has a maturity date
which is later than the date which is thirty (30) years
after the dates the Prior Bonds were issued.
228478
is
27. Desicnation of Qualified Tax - Exempt Obligations:
Issuance Limit In order to qualify the Bonds as "qualified
tax - exempt obligations" within the meaning of Section 265(b)(3)
of the Code, the City hereby makes the following factual
statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as
defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as
"qualified tax - exempt obligations" for purposes of
Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of
tax- exempt obligations (other than private activity
bonds, treating qualified 5O1(c)(3) bonds as not being
private activity bonds) which will be issued by the
City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations
are treated as issued by the City) during this calendar
year 1992 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations
issued by the City during this calendar year 1992 have
been designated for purposes of Section 265(b)(3) of
the Code;
(f) the aggregate face amount of the Bonds does
not exceed $10,000,000; and
(g) the Bonds are issued.to refund, and not to
"advance refund" the Prior Bonds within the meaning of
Section 149(d)(5) of the Code, and shall not be taken
into account under the $10,000,000 issuance limit to
the extent the Bonds do not exceed the outstanding
amount of the Prior Bonds.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
28. 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.
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29. Headinos 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.
The motion for the adoption of the foregoing resolution
was duly seconded by member Rossbach and, after a
full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
Acting Mayor Carlson, Councilmembers Rossbacli, Zappa
and the following voted against the same: None
adopted. Whereupon said resolution was declared duly passed and
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