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HomeMy WebLinkAbout08-26-93 SM SPECIAL MEETING OF THE MAPLEWOOD CITY COUNCIL 4:30 p.m., Thursday, August 26, 1993 City Council Chambersp, City Hall MINUTES A. CALL TO ORDER The Special Meeting the Maplewood City Council was held in the Council Chambers, City Hall, and was called to order at 4:38 p.m. by Mayor Bastian. B. ROLL CALL Mayor Gary Bastian Present Councilperson Dale Carlson Present Councilperson Fran Juker Present Councilperson George Rossbach Present Councilperson Joseph Zappa Present C. APPROVAL OF AGENDA Councilmember Zappa moved that the agenda be approved as presented. Seconded by Councilmember Carlson Ayes.- All D. BID AWARD ON 1993 BOND ISSUES 1. City Manager McGuire introduced the items. 2. Mr. Dan Hartman, Springsted, Inc., presented the specifics of the bid awards. 3. Councilmember Zappa introduced the following Resolution and moved. its adoption: 93 - 08 - 113 RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF x215,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1993A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF (SEE ATTACHED) Seconded by Councilmember Carlson Ayes - Alt 1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MAPLEWOOD, MINNESOTA HELD: August 26, 1993. 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 26th day of August, 1993, at 4:30 P.M., for the purpose of considering bids for, and awarding the competitive negotiated sale of, $215,000 General Obligation Equipment Certificates of Indebtedness, Series 1993A of the City. The following members were present: and the following were absent: The City Clerk presented bids on $215,000 General Obligation Equipment Certificates of Indebtedness, Series 1993A 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 July 26, 1993. 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: Interest True Bidder Rate Interestr Cost 245786 1 The Council then proceeded to consider and discuss the bids, after which member introduced the following resolution and moved its ado~t RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $215,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1993A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Maplewood, Minnesota (the "City"), has heretofore determined and declared that it is necessary and expedient to issue. $215,000 General Obligation Equipment Certificates of Indebtedness, Series 1993A of the City, pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to finance the acquisition of equipment for various City departments (the "Equipment"); and B. WHEREAS, the Equipment has an expected useful life at least as long as the final maturity of the certificates; and C. WHEREAS, the amount of the certificates to be issued does not exceed one-quarter of one percent (0.25$) of the market value of the taxable property in the City; 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 $215,000 General Obligation Equipment Certificates of Indebtedness, Series 1993A of the City (the "Certificates", or individuallg a "Certificate"), 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 Certificates 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: Original Issue Date: Denominations: Maturities. The Certificates shall be titled "General Obligation Equipment Certificates of Indebtedness, Series 1993A", shall be dated September 1, 1993, as the date of original issue and shall be issued forthwith on or after such date as fully registered certificates. The Certificates shall be numbered from R-1 upward 245786 2 e in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Certificates shall mature, without option of prepayment, on August 1 in the years and amounts as follows: Yea Amount Year Amount 1994-1995 $40,000 1996-1998 $45,000 All dates are inclusive. 3. Purpose. The Certificates shall provide funds to finance the Equipment. The total cost of the Equipment, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Certificates herein authorized. 4. Interest. The Certificates shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 1994, 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 Maturity Interest Year Rate Year Rate 1994 $ 1997 $ 1995 1998 1996 5. No Redemption. The Certificates shall not be subject to redemption and prepayment prior to their maturity. 6. Certificate Registrar. in is appointed to act as certificate registrar and transfer agent with respect to the Certificates (the "Certificate Registrar"), and shall do so unless and until a successor Certificate Registrar is duly appointed, all pursuant to any contract the City and Certificate Registrar shall execute which is consistent herewith. The Certificate Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Certificates shall be paid to the registered holders (or record holders) of the Certificates in the manner set forth in the form of Certificate and paragraph 12 of this resolution. 245786 3 7. Form of Certificate. The Certificates, together with the Certificate Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 245786 4 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF MAPLEWOOD R- $ GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1993A INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP SEPTEMBER 1, 1993 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 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, 1994, 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 Certificate 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 Certificate are payable upon presentation and surrender hereof at the principal office of in (the "Certificate Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Certificate will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Certificate is registered (the "Holder" or "Certificateholder") on the registration books of the Issuer maintained by the Certificate 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 245786 5 Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Certificate Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Certificateholders not less than ten days prior to the. Special Record Date. The principal of and premium, if any, and interest on this Certificate are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE 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 Certificate, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Certificate, 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 Certificate 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.. 245786 6 Date of Registration: Registrable by: Payable at: CERTIFICATE REGISTRAR'S CITY OF MAPLEWOOD, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Certificate is one of the Certificates described /s/ Facsimile in the Resolution mentioned Mayor within. /s/ Facsimile Clerk Certificate Registrar By Authorized Signature 245786 7 ON REVERSE OF CERTIFICATE No Redemption. The Certificates of this issue (the "Certificates") are not subject to redemption and prepayment prior to their maturity. Issuance: Purpose: General Obliaation. This. Certificate is one of an issue in the total principal amount of $215,000, all of like date of original issue and tenor, except as to number, maturity, interest .rate and denomination, which Certificate 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 August 26, 1993 (the "Resolution"), for the purpose of providing money to finance the acquisition of equipment for various Issuer departments. This Certificate is payable out of the General Obligation Equipment Certificates of Indebtedness, Series 1993A Fund of the Issuer. This Certificate 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 Certificates are issuable solely as fully registered certificates in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Certificates of other authorized denominations in equal aggregate principal amounts at the principal office of the Certificate 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 Certificate Registrar. Copies of the Resolution are on file in the principal office of the Certificate Registrar. Transfer. This Certificate is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Certificate Registrar upon presentation and surrender hereof to the Certificate 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 Certificate Registrar. Thereupon the Issuer shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for this Certificate, one or more new fully registered Certificates in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in 245786 8 aggregate principal amount equal to the principal amount of this Certificate, of the same maturity and bearing interest at the same rate. Fees uAOn Transfer or Loss. The Certificate 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 Certificate and any legal or unusual costs regarding transfers and lost Certificates. Treatment of Registered Owners. The Issuer and Certificate Registrar may treat the person in whose name this Certificate 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 Certificate shall be overdue, and neither the Issuer nor the Certificate Registrar shall be affected by notice to the contrary. Authentication. This Certificate 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 Certificate Registrar. Not Oualified Tax-Exempt Obligation. This Certificate has not 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 Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Gust) (Minor) under the Uniform (state) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 245786 9 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and... does hereby .irrevocably constitute and appoint attorney to transfer the Certificate 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 Certificate in every particular, without alteration or any change whatever. - Signature Guaranteed:. Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). The Certificate Registrar will not effect transfer of this Certificate unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Certificate is held by joint account.) zcs~ea 10 8. $xecution• Temporary Certificates. The Certificates 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 Certificates as permitted by law. In the event of disability or resignation or other absence of either such officer, the Certificates 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 Certificates shall cease to be such officer before the delivery of the Certificates, 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 certificates, one or more typewritten temporary certificates in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary .certificate. Such temporary certificates may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary certificates shall, upon the printing of the definitive certificates and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Certificate 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 Certificate, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Certificate Registrar. Certificates of Authentication on different Certificates need not be signed by the same person. The Certificate Registrar shall authenticate the signatures of officers of the City on each Certificate by execution of the Certificate of Authentication on the Certificate and by inserting as the date of registration in the space provided the date on which the Certificate is authenticated, except that for purposes of delivering the original Certificates to the Purchaser, the Certificate Registrar shall insert as a date of registration the date of original issue, which date is September 1, 1993. The Certificate of Authentication so executed on each Certificate 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 Certificate Registrar a certificate register in which, subject to such 245786 11 reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of transfers of Certificates entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Certificate at the principal office of the Certificate Registrar, the City shall execute (if necessary), and the Certificate 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 Certificates 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 Certificate may be registered in blank or in the name of "bearer." or similar designation. At the option of the Holder, Certificates may be exchanged for Certificates of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Certificates to be exchanged at the principal office of the Certificate Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute (if necessary), and the Certificate Registrar shall authenticate, insert the date of registration of, and deliver the Certificates which the Holder making the exchange is entitled to receive. All Certificates surrendered upon any exchange or transfer provided for in this resolution shall be promptly.. canceled by the Certificate Registrar and thereafter disposed of as directed by the City. All Certificates delivered in exchange for or upon transfer of Certificates shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Certificates surrendered for such. exchange or transfer. Every Certificate 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 Certificate Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Certificate 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 Certificate zas~ 12 and any legal or unusual costs regarding transfers and lost Certificates. Transfers shall also be subject to reasonable- regulations of the City contained in any agreement with the Certificate Registrar, including regulations which permit the Certificate 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. il. Rights Upon Transfer or Exchange. Each Certificate delivered upon transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate. 12. Interest Pavment; Record Date. Interest on any Certificate shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Certificate is registered (the "Holder") on the registration books of the City maintained by the Certificate 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 Certificate Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Certificate Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Certificate Registrar may treat the person in whose name any Certificate is registered as the owner of such Certificate 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 Certificate and for all other purposes whatsoever whether or not such Certificate shall be overdue, and neither the City nor the Certificate Registrar shall be affected by notice to the contrary. 14. Delivery: Application of Proceeds. The Certificates 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. 245786 13 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Equipment Certificates of Indebtedness, Series 1993A 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 Certificates and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Capital Account" and "Debt Service Account", respectively. (i) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Certificates, less accrued interest received thereon and less any amount paid for the Certificates in excess of $213,680. From the Capital Account there shall be paid all costs and expenses of acquiring the Equipment, including the cost of any purchase contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Certificates may also be used to the extent necessary to pay interest on the Certificates due prior to the anticipated date of commencement of the collection of taxes herein levied. (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 Certificates; (b) all funds paid for the Certificates in excess of $213,680; (c) any collections of all taxes herein or hereafter levied for the payment of the Certificates and interest thereon; (d) all funds remaining in the Capital Account after acquisition of the Equipment and payment of the costs thereof; (e) all investment earnings on funds held in the Debt Service Account; and (f) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Certificates and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Certificates shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Certificates were issued and (2) in 245786 14 addition to`the above in an 'amount not greater than the lesser of five percent (5$) of the proceeds of the Certificates or $100,000. To this effect, any proceeds of the Certificates and any sums from time to time held in the Capital Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the certificates 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 Certificate to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Tax Levy: Coverage Testa To provide moneys for payment of the principal and interest on the Certificates 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 Levv Collection Amount 1993 1994 $ 1994 1995 1995 1996 1996 1997 1997 1998 The tax levies are such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Certificates, will produce at least five percent (5~) in excess of the amount needed to meet when due the principal and interest payments on the Certificates. The tax levies shall be irrepealable so lorac~ as any of the Certificates 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. 17. Defeasance. When a11~Certificates have been discharged as provided in this paragraph, all pledges, covenants 245786 15 and other rights granted by this resolution to the registered holders of the Certificates shall, to the extent permitted by law, cease.. The City may discharge its obligations with respect to any Certificates which are due on any date by irrevocably depositing with the Certificate Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Certificate should not be paid when due, it may nevertheless be discharged by depositing with the Certificate 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 Certificates, 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. 18. Compliance With Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.103-18 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Certificates, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (an "Expenditure"). The City hereby certifies and/or covenants as follows: (a) On or before the date of payment of each Expenditure, the City (or person designated to do so on behalf of the City) made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's intention and reasonable expectation to reimburse itself for the payment of the Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and/or identifies a specific fund or account of the City and the general functional purpose thereof from which the Expenditure was to be paid (collectively the "Project"); (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; and (iv) states specifically that the Declaration is a declaration of official intent under Treasury Regulations Section 245786 16 1.103-18; provided, however, that no such Declaration shall necessarily have been made with respect to "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural expenses and similar prefatory expenses, which in the aggregate do not exceed 20~ of the "issue price" of the Certificates.. Notwithstanding the foregoing, with respect to Expenditures made by the City prior to March 2, 1992, the City hereby represents that there exists objective evidence, within the meaning of the Reimbursement Regulations, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing. (b) As of the date of each Declaration, there were not and were not thereafter expected to become available sources of City funds which were or were expected to be dedicated or otherwise available on a long-term basis to provide financing for the Expenditure or Project. (c) Each Declaration was made a part of the publicly available official books, records or proceedings of the City and was continuously available for inspection by the general public at City Hall during regular City hours beginning not later than 30 days after the making of the Declaration and continuing through the date of issuance of the Certificates, as required by the Reimbursement Regulations. (d) Each Expenditure, other than the costs of issuing the Certificates, is a capital expenditure, that is, a cost of a type that is properly chargeable to a capital account (or would be with a proper election) under general federal income tax principles. (e) The "reimbursement allocation" described in the Reimbursement Regulations for each Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Certificates and in all events within the period ending on the date which is the later of one year after payment of the Expenditure or one year after the date on which the Project to which the Expenditure relates is first placed in service. (f) Each such reimbursement allocation will be evidenced by an entry on the official books or records of the City maintained for and in connection with the Certificates and will specifically identify the actual prior zcs~av 17 Expenditure or Project or, in the case of the reimbursement of a particular fund or account described in the applicable Declaration, the fund or account from which the Expenditure was paid. (g) The City is unaware of any facts or circumstances which would cause it to question the reasonability or accuracy of the content of this paragraph or of any of the Declarations, or its compliance with any of the covenants herein or therein, including without limitation the City's failure to issue qualifying reimbursement certificates for costs for which it has made declarations of official intent, absent extraordinary and unforeseeable circumstances of the kind described in the Reimbursement Regulations. 19. General Obligation Pledae. For the prompt and full payment of the principal and interest on the Certificates, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Certificates and any other certificates payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 20. 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 Certificates have been entered in the County Auditor's Certificate Register, and that the tax levy required by law has been made. 21. 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 Certificates, certified copies of all proceedings and records of the City relating to the Certificates 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 Certificates 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. 245786 18 22. Negative Covenant as to Use of Proceeds and Eouipment. The City hereby covenants not to use the proceeds of the Certificates or to use the Equipment, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Equipment, in such a manner as to cause the Certificates to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 23. Tax-Exempt Status of the Certificates: 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 Certificates, 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 Certificates, and (3) the rebate of excess investment earnings to the United States. 24. No Designation of Qualified Tax-Exempt Obliaations. The Certificates exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3j of the Code, and hence are not designated for. such purpose. 25. 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. 26. Headinas. 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 and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 245786 19 STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Clerk of the City of Maplewood, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering bids for, and awarding the competitive negotiated sale of, $215,000 General Obligation Equipment Certificates of Indebtedness, Series 1993A of said City. WITNESS my hand and the seal of said City this 26th day Of August, 1993. Clerk (SEAL) 245786 20 4. Councilmember Zappa introduced the following Resolution and moved its adoption• 93 - 08 - 114 RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $8,190,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 19936, PROVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS AND -LEVYING A TAX FOR THE PAYMENT THEREOF (SEE ATTACHED) Seconded by Councilmember Carlson Ayes - All 5. Councilmember Zappa introduced the following Resolution and moved its adoption: 93 - 08 - 115 RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $4,840,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1993C, PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PAYMENT THEREOF Seconded by Councilmember Carlson Ayes - All Councilmember Carlson left the meeting at 4:57 p.m. E. A.M.M.'s LEGISLATIVE UPDATE 1. Mr. Vern Peterson, Executive Director of Association of Metropolitan Municipalities (AMM), and Mr. Roger Peterson presented information about AMM's 1993 activities services which the organization provides for its members. Mayor Bastian left the meeting at 5:35 p.m. F. ADJOURNMENT The meeting was adjourned at 5:41 p.m. 2 4~ EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MAPLEWOOD, MINNESOTA HELD: August 26, 1993 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 26th day of August,. 1993, at 4:30 P.M., for the purpose of considering bids for, and awarding the competitive negotiated sale of, $8,190,000 General Obligation Tax Increment Bonds, Series 19938 of the City. The following members were present: and the following were absent: The City Clerk presented bids on $8;190,000 General Obligation Tax Increment Bonds, Series 1993B 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 July 26, 1993. 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: Interest True Bidder Rate Interest Cost 245877 The Council then proceeded to consider and discuss the bids, after which member introduced the following resolution and moved its adoption: - RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $8,190,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1993B, PROVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Maplewood, Minnesota (the "City"), has heretofore created Development District No. 1 (the "Development District") pursuant to the provisions of Minnesota Statutes, Section 469.124 through 469.134, and has approved a development program (the "Program") with respect to the Development District; and B. WHEREAS, the Council has also approved tax increment financing plans (the "Plans"), and designated Housing Districts No. 1-1, 1-2 and 1-3 housing districts and Economic Development Districts No. 1-1, 1-2 and 1-3 economic development districts (collectively, the "Tax Increment District") under the provisions of Minnesota .Statutes, Section 469.174 through 469.179; and C. WHEREAS, pursuant to the provisions of the Program and Plans, funds are to be expended within the Development District to provide money to finance certain capital and administration costs of the Development District, particularly the construction of a community center. in the City, as set forth in the Plans (the "Project"); 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 $8,190,000 General Obligation Tax Increment Bonds, Series 1993E 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. 245871 2 2. Title: Original Issue Date; Denominations: Maturities. The Bonds shall be titled "General Obligation Tax Increment Bonds, Series 1993E", shall be dated September 1, 1993, 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: ear Amount ear Amount - 1995 $940,000 2006 $390,000 1996 380,000 2007 420,000 1997 400,000 2008 450,000 1998 370,000 2009 545,000 1999 30,000 2010 595,000 2000 45,000 2011.' 630,000 2001 175,000 2012 320,000 2002 305,000 2013 350,000 2003 335,000 2014. 385,000 _ 2004. 345,000 2015 415,000 2005., 365,000 3._ Purpose. The Bonds shall provide funds to finance the Project pursuant to Minnesota Statutes, Chapters 469 and 475. Pursuant to the Plans, tax increments derived from the Tax. Increment Districts (the "Tax Increments").established pursuant to the Plans, have been pledged to the payment of the Bonds and interest thereon. The estimated collection of Tax Increments exceeds twenty percent (20$) of the cost of the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. 4. Interest. The Bonds shall bear interest payable semiannually on February rand August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1994, 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: 245871 3 Maturity Interest Maturity Interest Year Rate Year Rate 1995 $ 2006 $ 1996 2007 1997 2008 1998 2009 1999 2010 2000 2011 2001 2012 2002 2013 2003 2014 2004 2015 2005 5. Redemption. All Bonds maturing in the years 2004 to 2015, both inclusive, shall be subject to redemption and prepayment at the option of the City on February 1, 2003, 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 im 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 245871 4 writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. 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: 245877 5 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF MAPLEWOOD R- S GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1993B INTEREST MATURITY DATE OF RATE DATE.. ORIGINAL ISSUE CUSIP SEPTEMBER 1, 1993. REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS. 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 February 1, 1994, 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, zasa~t 6 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 ZS 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. 245871 7 Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CITY OF MAPLEWOOD, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the !s! Facsimile Resolution mentioned Mayor within. L! Facsimile Clerk Bond Registrar By Authorized Signature z<sa» 8 ON REVERSE OF BOND Redemption.` All Bonds of this issue (the "Bonds") maturing in the years 2004 to 2015, both inclusive, are subject to redemption and prepayment at the option of the Issuer on February 1, 2003, 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. Zf redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer;. and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds. Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal. amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part,- it shall be surrendered to the Bond Registrar (with,. if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the. Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obligation. This Bohd is one of an issue in the total principal amount of $8,190,000, all of like date of original issue and tenor, except as to number, 245871 9 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 August 26, 1993 (the "Resolution"), for the purpose of providing money to finance certain capital and administration costs of Development District No. 1, particularly the construction of a community center, within the jurisdiction of_ the Issuer. This. Bond is payable out of the General Obligation Tax Increment Bonds, Series 1993B Fund of the Issuer. This Bond constitutes a general obligation of the issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. 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 $ond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in .blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. 245871 10 Treatment of Recristered 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. Not Oualified Tax-Exempt Obligation. This Bond has not 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. (Gust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in .the above list. 245877 11 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute. and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated• Notice: The assignor's signature to this assignment must correspond with the name as it appears. upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). The Bond Registrar will. not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 245871 12 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 Sond, 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 sha1T insert as a date of registration the date of original issue, which date is September 1, 1993. 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. z<sai~ 13 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. 245871 14 11. Ri4hts Upom 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 pf the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Funds.. There has heretofore been created a capital projects fund designated the Tax Increment District No. 2 Fund (the "Capital Projects Fund") held and administered by the Finance Director separate and apart from all other funds of the City. The Capital Projects Fund shall be used to (a) account for the receipt and disbursement of Tax Increments derived from the Tax Increment Districts that is not needed for the Debt Service Fund (as hereinafter defined) and (b) account for the expenditure of the bond proceeds on the Project. To the Capital Projects Fund there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the Bonds in excess of $8,083,530,. and less such 245871 15 amount as is necessary,a together with other available funds, to pay interest due on the Bonds prior to the receipt of Tax Increments. From the Capital Projects Fund there shall be paid all costs and expenses of the Project, including all costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Sections 469.176 and 475.65; and the moneys in said account sha1L be used for no other purpose except as otherwise: provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the receipt of Tax Increments. There is hereby created a debt service fund to be designated the General Obligation Tax Increment Bonds, series 1993E Fund (the "Debt Service Fund") to be administered and- maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Debt Service Fund shall be maintained in the manner herein specified until all of the Bonds herein authorized and any other general obligation tax increment bonds hereafter made payable from the Debt Service Fund and issued for the Project, including any modifications or additions thereto, and the interest thereon have been fully paid. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Fund:, (a) Tax Increments, in an amount sufficient, together with other sums herein pledged, to pay the annual principal and interest payments on the Bonds and interest on inter-fund loans; (b) all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds in excess of $8,083,530; (d) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (e) all investment earnings on funds held in the Debt Service Fund; and (f) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Fund. The Debt Service Fund shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation tax increment bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5$) 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 Capital Projects Fund or Debt Service Fund (or any other City 245871 16 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. Original Assessed Value/Net Tax Capacity; Tax Increments; Use of Tax Increments. The County Auditor of Ramsey County has certified the original assessed values or net tax capacity, as the case may be, (as defined in Minnesota Statutes, Section 469.174, Subdivision 7) 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 values or net tax capacity, as the case may be, 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 net 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 net 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 County Treasurer will remit to the City the Tax Increments so received. The City hereby appropriates Tax Increments to the Debt Service Fund, which appropriation shall continue until all of the Bonds and any additional bonds payable from the Debt Service Fund, are paid or discharged. The City hereby expressly reserves the right to use 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 Development District in accordance with the Program and the Plans, as they may from time to time be amended. 17. Tax Levyt Coverage Test. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax z~se» 17 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 bf Tax Year of Tax Levy Collection Amount 1993 1994 $ 1994- 1995 1995 1996 1996 1997 1997 1998 1998. 1999. 1999 2000 2000 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006. 2007 2007 2008 2008. 2009 2009:... 2010 2010 2011 2011. 2012 2012 2013 2013 2014 2014 2015 The tax levies are such that if collected in full they, together with estimated collections of Tax Increments and 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. The tax levies shall be irrepealable so long as any of the Bonds are outsta»ding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 18. Reservation of Rights.- Notwithstanding any provisions herein to the contrary,a the City reserves the right to terminate, reduce or apply to other lawful purpose the Tax Increments herein pledged to the payment of the Bonds and interest thereon to the extent and in the manner permitted by law. 19. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other 245877 18 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. 20. Compliance With Reimbursement Bond Reaulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.103-18 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (an "Expenditure"). The City hereby certifies and/or covenants as follows: (a) On or before the date of payment of each Expenditure, the City (or person designated to do so on behalf of the City) made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's intention and reasonable expectation to reimburse itself for the payment of the Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and/or identifies a specific fund or account of the City and 245877 19 the general functional purpose thereof from which the Expenditure was to be paid (collectively the "Project"); (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; and (iv) states specifically that the Declaration is a declaration of official intent under Treasury Regulations Section 1.103-18; provided, however, that no such Declaration shall necessarily have been made with respect to "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural expenses and similar prefatory expenses, which in the aggregate do not exceed 20$ of the "issue price" of the Bonds. Notwithstanding the foregoing, with respect to Expenditures made by the City prior to March 2, 1992, the City hereby represents that there exists objective evidence, within the meaning of the Reimbursement Regulations, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing. (b) As of the date of each Declaration, there were not and were not thereafter expected to become available sources of City funds which were or were expected to be dedicated or otherwise available on a long-term basis to provide financing for the Expenditure or Project. (c) Each Declaration was made a part of the publicly available official books, records or proceedings of the City and was continuously available for inspection by the general public at City Hall during regular City hours beginning not later than 30 days after the making of the Declaration and continuing through the date of issuance of the Bonds, as required by the Reimbursement Regulations. (d) Each Expenditure, other than the costs of issuing the Bonds, is a capital expenditure, that is, a cost of a type that is properly chargeable to a capital account (or would be with a proper. election) under general federal income tax principles. (e) The "reimbursement allocation" described in the Reimbursement Regulations for each Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of one year after payment of the Expenditure or one year after 245871 20 the date on which the Project to which the Expenditure relates is first placed in service. (f) Each such reimbursement allocation will be evidenced by an entry on the official books or records of the City maintained for and in connection with the Bonds and will specifically identify the actual prior Expenditure or Project or, in the case of the reimbursement of a particular fund or account described in the applicable Declaration, the fund or account from which the Expenditure was paid. (g) The City is unaware of any facts or circumstances which would cause it to question the reasonability or accuracy of the content of this paragraph or of any of the Declarations, or its compliance with any of the covenants herein or therein, including without limitation the City's failure to issue qualifying reimbursement bonds for costs for which it has made declarations of official intent, absent extraordinary and unforeseeable circumstances of the kind described in the Reimbursement Regulations. 21. General Obligation Pledae. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 22. 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, and that the tax levy required by law has been made. 23. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, 245877 21 certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 24. Negative Covenant as to Use. of Proceeds and 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. 25. 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. 26. No Designation of Qualified Tax-Exempt Obligations... The Bonds exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the. meaning of Section 265(b)(3) of the Code, and hence are not designated for such purpose. 27. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or- unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 28. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 245871 22 The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 245877 23 l STATE OF MINNESOTA i COUNTY OF RAMSEY CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Clerk of the City of Maplewood, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering bids for, and awarding the competitive negotiated sale of, $8,190,000 General Obligation Tax Increment Bonds, Series 1993E of said City. WITNESS my hand and the seal of said City this 26th day of August, 1993. Clerk (SEAL) 245871 24 9 ' EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MAPLEWOOD, MINNESOTA HELD: August 26, 1993 Pursuant to due call and notice thereof, a special meeting of the City Council of the City of Maplewood, Ramsey County, Minnesota, was duly held at the City Hall in said City on Thursday, the 26th day of August, 1993, at 4:30 P.M., for the purpose of considering bids for, and awarding the competitive negotiated sale of, $4,840,000 General Obligation Improvement Refunding Bonds, Series 1993C of the City. The following members were present:. and the following were absent: The City Clerk presented bids on $4,840,000 General Obligation Improvement Refunding Bonds, Series 1993C 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 July 26, 1993. 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: Interest True Bidder Rate Interest Cost 245972 The Council then proceeded to consider and discuss the bids, after which member introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING BZD ON THE COMPETITIVE NEGOTITATED SALE OF $4,840,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1993C, 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 of the City's General Obligation Improvement Bonds of 1989, dated November 1, 1989 (the "Prior 1989 Bonds"), issued for the purpose of providing money to finance the construction of various improvements in the City (the "1989 Project") pursuant to the resolution of the City Council, dated October 19, 1989, authorizing issuance of the Prior 1989 Bonds ' (the "Prior 1989 Resolution"); and B. WHEREAS, $1,075,000 of the principal amount of the Prior 1989 Bonds which mature on or after August 1, 1996, are callable on August 1, 1995, at a price of par plus accrued interest as provided in the Prior 1989 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 of the City's General Obligation Improvement Bonds, Series 1990, dated December 1, 1990 (the "Prior 1990 Bonds"), issued for the purpose of providing money to finance the construction of various improvements in the City (the "1990 Project") pursuant to the resolution of the City Council, dated November 15, 1990, authorizing issuance of the Prior 1990 Bonds (the "Prior 1990 Resolution"); and D. WHEREAS, $3,860,000 of the principal amount of the Prior 1990 Bonds which mature on or after December 1, 1999, are callable on December 1, 1998, at a price of par plus accrued interest as provided in the Prior 1990 Resolution; and E. WHEREAS, the Prior 1989 Bonds and the Prior 1990 Bonds are hereinafter collectively referred to as the "Prior Bonds"; and F. WHEREAS, the 1989 Project and the 1990 Project are hereinafter collectively referred to as the "Project"; and 25972 2 G. WHEREAS, the Prior 1989 Resolution and the Prior 1990 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 $4,840,000 General Obligation Improvement Refunding Bonds, Series 1993C 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 $4,840,000 General Obligation Improvement Refunding Bonds, Series 1993C 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; Original Issue Date; Denominations; Maturities; Combining Maturities. The Bonds shall be titled "General Obligation Improvement Refunding Bonds, Series 1993C", shall be dated September 1, 1993, 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: zcsvre 3 ` Year Amount Year Amount 1997-1999 $ 70,000 2006 $385,000 2000 305,000 2007 410,000 2001 320,000 2008 430,000 2002 330,000 2009 450,000 2003 335,000 2010 480,000 2004 355,000 2011 455,000 2005 375,000 All dates are inclusive. 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 1989 Bonds and to Prior 1990 Bonds. $ in aggregate principal amount of the Bonds is properly allocable to the costs of crossover refunding the Prior 1989 Bonds (the "1989 Refunding Portion"). The remaining aggregate principal amount of the Bonds (i.e. $ ) is properly allocable to the costs of crossover refunding the Prior 1990 Bonds (the "1990 Refunding Portion"). 4. Purpose; Refunding Findings. The Bonds shall provide funds fora 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, shall result in a reduction of the present value (as of the applicable crossover date) of the dollar amount of the debt service to the City from a total dollar amount of (i) $ for the Prior 1989 Bonds to a total dollar amount of $ for the - 1989 Refunding Portion of the Bonds, and (ii) $ for the Prior 1990 Bonds to a total dollar amount of $ for the 1990 Refunding Portion of the bonds, in each case computed in accordance with the provisions of Minnesota-Statutes, Section 475.67, Subdivision 12, and accordingly the dollar amount of such present value of the debt service for the Bonds is lower by at least three percent (3.00$) than the dollar amount of such present value of the debt service for the Prior Bonds as required in said Subdivision 12. 5. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1994, calculated on the basis of a 360-day,year of twelve 30-day months, at the 2<5972 4 respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Maturity. Interest Year Rate Year Rate 1997 $ 2005 $ 1998 2006 1999 2007. 2000 2008 2001 2009 2002 2010 2003 2011 2004 6. Redemption. All Bonds maturing in the years 2004 to 2011, both inclusive, shall be subject to redemption and prepayment at the option of the City on February 1, 2003, 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 26598 5 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. 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. 8. 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: 245972 6 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF MAPLEWOOD R- $ GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 1993C INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP SEPTEMBER T, 1993 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 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 February 1, 1994, 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, zas9n 7 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. 245972 8 Date of Registration: Registrable by: Payable at• BOND REGISTRAR'S CITY OF MAPLEWOOD, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned L / Facsimile within. Mayor /s/ Facsimile Clerk Bond Registrar By Authorized Signature 245972 9 ON REVERSE OF BOND Redemotion. All Bonds of this issue (the "Bonds") maturing in the years 2004 to 2011, both inclusive, are subject to redemption and prepayment at the option of the Issuer on February 1, 2003, 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. Selection of Bonds for Redemption; Partial Redemotion. 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. 245972 10 Issuance: Purpose: General Obliaation. This Bond is one of an issue in the total principal amount of $4,840,000, 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 August 26, 1993 (the "Resolution"), for the purpose of providing funds sufficient for a crossover refunding: (i) on August 1, 1995, of the Issuer's General Obligation Improvement Bonds of 1989, dated November 1, 1989, which mature on August 1, 1996, and thereafter; and (ii) on December 1, 1998, of the. Issuer's General Obligation Improvement Bonds, Series 1990, dated December 1, 1990, which ma*_ure on December 1, 1999, 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 1993C 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 o:: 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. 245972 11 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. Not Qualified Tax-Exemat Obligation. This Bond has not 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 (Gust) (Minor) - under the Uniform (State) Transfers to Minors Act. Additional abbreviations may also be used though not in the above list. 245972 12 ASSIGNMENT 'For value received, the undersigned hereby sells., assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated• Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) zasvn 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. l0. 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 September 1, 1993. 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. z<svrz 14 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. : 245972 15 12. Rights Uoon 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 Pavment: 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. 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 and Accounts. There is hereby created a special fund to be designated the "General Obligation Improvement Refunding Bonds, Series 1993C 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. zas9n 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 or without 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 irrevocably 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 1989 Refunding Portion of the Bonds herein authorized to and including August 1, 1995 and to pay when due the interest to accrue on each 1990 Refunding Portion of the Bonds herein authorized to and including December 1, 1998; (ii) to pay when called for redemption on August 1, 1995, the principal amount of each of the Prior 1989 Bonds; and (iii) to pay when called for redemption on December 1, 1998, the principal amount of each of the Prior 1990 Bonds. From the Escrow Account there shall be paid (1) all interest on the 1989 Refunding Portion of the Bonds herein authorized to and including August 1, 1995 and all interest on the 1990 Refunding Portion of the Bonds herein authorized to and including December. 1, 1998, (2) the principal of the Prior 1989 Bonds due by reason of their call for redemption on August 1, 1995, and (3) the principal of the Prior 1990 Bonds due by reason of their call for redemption on December 1, 1998. The Escrow Account shall be irrevocably 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 irrevocably appropriated and there shall be credited: (1) any collections of all taxes herein or hereafter levied-for the payment of the Bonds and interest thereon; (2) all uncollected special assessments and hydrant connection charges pledged to the payment of the Prior Bonds; (3) 265972 17 any balance remitted to the City upon the termination of the Escrow Agreement; (4) any balance remaining on August 2, 1995, in the General Obligation Improvement Bonds of 1989 Fund created by the Prior 1989 Resolution; (5) any balance remaining on December 2, 1998, in the General Obligation Improvement Bonds, Series 1990 Fund created by the Prior 1990 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 Bonds and interest thereon are paid shall be used consistent with Minnesota 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 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 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. 245972 18 18. Special Assessments. The City has heretofore levied special assessments pursuant to the Prior Resolution which assessments were pledged to the payment of the principal and interest on the Prior Bonds and .all uncollected special assessments are now pledged to the payment of principal and interest on the Bonds herein authorized. Said assessments were levied as provided below, payable in equal, consecutive, annual installments, including principal and interest with general taxes for the years shown below at the rate shown opposite such years. Improvement. Designation Amou Rate Lew Years 84-14 $ 9.00$` 1993-2008 85-26 (same for (same for 87-04 all) all) 87-05 87-20 88-08 88-10 88-11 88-14 86-01 86-07 87-32 90-07 TOTAL $ 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. Lew Collection Amount zcsvre 19 The tax levies are such that if collected in full they, together with estimated collections of special assessments and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (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. Upon payment of the Prior 1989 Bonds, the uncollected taxes pledged in paragraph 17 of the Prior 1989 Resolution authorizing the issuance of the Prior 1989 Bonds, in the years 1995 through 2008 for collection in 1996 through 2009 shall be canceled. Upon payment of the Prior 1990 Bonds, the uncollected taxes pledged in paragraph 17 of the Prior 1990 Resolution authorizing the issuance of the Prior 1990 Bonds, in the years 1998 through 2009 for collection in 1999 through 2010 shall be canceled. 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 zcsvrz 20 required has been duly provided for, to such earlier redemption date. 21. General Obligation Pledue. 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 Ci1°.y which are available for such purpose, and such other funds may be reimbursed wi~t~out interest from the Escrow Account or Debt Service Account when a sufficient balance is available therein. 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 .s a suitable financial institution to act as escrow agent. 23. Redemption of Prior Bonds. A. The Prior 1989 Bonds which mature in 1996 and thereafter shall be redeemed and prepaid on August 1, 1995, 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 1990 Bonds which mature in 1999 and thereafter shall be redeemed and prepaid on December 1, 1998, 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 paya.ng agent or agents for the Prior Bonds prior to said redempt2~n dates therefor and to the registered owner of each Prior B~:nd 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 245972 21 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 or Og@n Market Securities. Springsted Incorporated, as agent for the Council, is hereby. authorized and directed to purchase on behalf of the Council and in its name the appropriate United States Treasury Securities, State and Local Government Series and/or open market securities as provided in paragraph 22 above, from the proceeds of the Bonds and, to the extent necessary, other available funds, all in accordance with the provisions of this resolution and the Escrow Agreement and to execute all such documents (including the appropriate subscription form) required to effect such purchase in accordance with the applicable U.S. Treasury Regulations. 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 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. 245972 22 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. 30. No Designation of Qualified Tax-Exempt Obliga- tions: The Bonds exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are not designated for such purpose. 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 and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. zcsvrz 23 STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Clerk of the City of Maplewood, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to - considering bids for, and awarding the competitive negotiated sale of, $4,840,000 General obligation improvement Refunding Bonds, Series 1993C of said City. WITNESS my hand and the seal of said City this 26th day of August, 1993. Clerk (SEAL) 245972 24 EXHIBIT A NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION IMPROVEMENT BONDS OF 1989 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, 1995 those outstanding bonds of the City designated as General obliga- tion Improvement Bonds of 1989, dated November 1, 1989, having stated maturity dates in the years 1996 through 2009, and totalling $1,075,000 in principal amount. The bonds are being called at a price of par plus accrued interest to August 1, 1995, 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 Norwest Bank Minnesota, National Assoication (as successor to, Marquette Bank Minneapolis, National Association), if by mail to: Corporate Trust Operations, 255 Second Avenue South; or if in person to: TELLERS 1-8, 6th and Marquette Avenue, in Minneapolis, Minnesota 55479-0113 on or before August 1, 1995. Dated: August 26, 1993. BY ORDER OF THE CITY COUNCIL L/ Lucille Aurellius Clerk Important Notice: Under the Interest and Dividend Compliance Act of 1983, 31~ 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 2459T1 EXHIBIT B NOTICE OF CALL FOR REDEMPTION t GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1990 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 December 1, 1998 those outstanding bonds of the City designated as General Obligation Improvement Bonds, Series 1990, dated December 1, 1990, having stated maturity dates in the years 1999 through 2010, and totalling $3,860,000 in principal amount. The bonds are being called at a price of par plus accrued interest to December 1,.1998, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment, at Norwest Sank Minnesota, National Assoication, if by mail to: Corporate Trust Operations, 255 Second Avenue South; or if in person to: TELLERS 1-8, 6th and Marquette Avenue, in Minneapolis, Minnesota 55479-0113 on or before Decmeber 1, 1998. Dated: August 26, 1993. BY ORDER OF THE CITY COUNCIL /s/ Lucille Aurellius Clerk Important Notice: Under the Interest and Dividend Compliance Act of 1983, 31$ 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 x<sv~z