HomeMy WebLinkAbout08-24-1995 SM MINUTES OF MAPLEWOOD CITY COUNCIL
4:30 P.M., Thursday, August 24, 1995
Council Chambers, Municipal Building
Meeting No. 95-16
A. CALL TO ORDER
A regular meeting of the City Council of Maplewood, Minnesota was held in the Council
Chambers, Municipal Building, and was called to order at 4:30 P.M. by Mayor Bastian.
B. PLEDGE OF ALLEGIANCE
C. ROLL CALL:
Gary W. Bastian, Mayor Present
Sherry Allenspach, Councilmember Present
Dale H. Carlson, Councilmember Absent
Marvin C. Koppen, Councilmember Present
George F. Rossbach, Councilmember Present
E. APPROVAL OF AGENDA
Mayor Bastian moved to approve the Agenda as submitted.
Seconded by Councilmember Rossbach Ayes - all
H. AWARD OF BIDS
1. General Obligation Bonds
a. Manager McGuire presented the staff report.
b. Director of Finance Faust introduced Jerry Shannon of Springsted,
Incorporated, who presented the specifics of the bids and made a
recommendation regarding the bid awards.
c. Mayor Bastian asked if anyone wished to speak before the Council
regarding this matter. No one appeared.
1 8-24-95
1995 G. 0. Improvement Bonds
d. Councilmember Rossbach introduced the following Resolution and moved its
adoption:
95 - 08 - 94
ACCEPTING PROPOSAL ON THE COMPETITIVE NEGOTIATED SALE OF
$915,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1995A,
PROVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS
AND LEVYING A TAX FOR THE PAYMENT THEREOF
(RESOLUTION ATTACHED)
Seconded by Councilmember Koppen Ayes all
~
2 8-24-95
The Council then proceeded to consider and discuss the
proposals, after which member introduced the following
resolution and moved ita adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE COMPETITIVE
NEGOTIATED SALE OF
$915,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 1995A, PROVIDING FOR THEIR ISSUANCE,
PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS
AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of
Maplewood, Minnesota (the "City"), has heretofore determined and
declared that it is necessary and expedient to issue $915,000
General Obligation Improvement Bonds, Series 1995A of the City,
pursuant to Minnesota Statutes, Chapters 429 and 475, to finance
various improvement projects within the City (the
"Improvements"); and
B. WHEREAS, the Improvements and all their components
have been ordered prior to the date hereof, after a hearing
thereon for which notice was given describing the Improvements or
all their components by general nature, estimated cost, and area
to be assessed; and
C. WHEREAS, it is in the best interests of the City
that the Bonds (as hereinafter defined) be issued in book-entry
form as hereinafter provided; and
NOW, THEREFORE, BE'IT RESOLVED by the Council of the
City of Maplewood, Minnesota, as follows:
1. Acceptance of ProAOSal. The proposal of
Piper Jaffra~. Inc_ (the "Purchaser"), to purchase $915,000
General Obligation Improvement Bonds, Series 1995A 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 $_904.065.75 plus interest
accrued to settlement, is hereby found, determined and declared
to be the most favorable proposal received and is hereby
accepted, and the Bonds are hereby awarded to said proposal
maker. The City Clerk is directed to retain the deposit of said
proposal maker and to forthwith return to the unsuccessful
proposal makers their good faith checks and drafts.
2. Bond Terms.
(a) Title: Oricxinal Issue Date: Denominations:
Maturities. The Bonds shall be titled "General Obligation
Improvement Bonds, Series 1995A", shall be dated September 1,
1995, 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
298178.1 2
in any integral multiple thereof of a single maturity (the
"Authorized Denominations"). The Bonds shall mature on
February 1 in the years and amounts as follows:
Year Amount Year Amount
1997 $60,000 1998-2016 $45,000
All dates are ihclusive.
(b) Book Entry Only System. Midwest Securities Trust
Company, a limited purpose trust company organized under the laws
of the State of Illinois or any of its successors or its
successors to its functions hereunder (the "Depository") will act
as securities depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and,. so long
as they remain in book entry form only (the "Book Entry Only
Period"), shall at all times be in the form of a separate
single fully registered Bond for each maturity of the Bonds;
and for purposes of complying with this requirement under
paragraphs 5 and 10 Authorized Denominations for any Bond
shall be deemed to be limited during the Book Entry Only
Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds
shall be registered in `a bond register maintained by
Norwest Bank Minnesota, National Association (the "Bond
Registrar") in the name of KRAY & CO., as the nominee (it or
any nominee of the existing or a successor Depository,. the
"Nominee").
(iii) With respect to the Bonds neither the City nor
the Bond Registrar shall have any responsibility or
obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds Bonds
as securities depository (the "Participant") or the person
for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial
Owner"). Without limiting the immediately preceding
sentence, neither the City, nor the Bond Registrar, shall
have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the
Nominee or any Participant with respect to any ownership
interest in the Bonds, or (B) the delivery to any
Participant, any Owner or any other person, other than the
Depository, of any notice with respect to the Bonds,
including any notice of redemption, or (C) the payment to
any Participant, any Beneficial Owner or any other person,
other than the Depository, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds,
or (D) the consent given or other action taken by the
Depository as the Register Holder of any Bonds (the
zsar~s.i 3
"Holder"). For purposes of securing the vote or consent of
any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository
assigns its consenting or voting rights to certain
Participants to whose accounts the Bonds are credited on the
record date identified in a listing attached to the omnibus
proxy-
(iv) The City and the Bond Registrar may treat as and
deem the Depository to be the absolute owner of the Bonds
for the purpose of payment of the principal of and premium,
if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other matters with respect to the
Bonds, for the purpose of obtaining any consent or other
action to be taken by Holders for the purpose bf registering
transfers with respect to such Bonds, and for all purpose
whatsoever. The Bond Registrar, as paying agent hereunder,
shall pay all principal of and premium, if any, and interest
on the Bonds only to or upon the Holder of the Holders of
_ the Bonds as shown on the bond register, and all such
payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to the
- principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond
Registrar of written notice to the effect that the
Depository has determined to substitute a new Nominee in
place of the existing Nominee, and subject to the transfer
provisions in paragraph 10 hereof, references to the Nominee
hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of
a Nominee, all payments with respect to the principal of and
premium, if any, and interest on such Bond and all notices
with respect to such Bond shall be made and given,
respectively, by the Bond Registrar or City, as the case may
be, to the Depository as provided in the Depository Letter
Agreement to the Depository required by the Depository as a
condition to its acting as book-entry Depository for the
Bonds (said Depository Letter Agreement, together with any
replacement thereof or amendment or substitute thereto,
including any standard procedures or policies referenced
therein or applicable thereto respecting the procedures and
other matters relating to the Depository's role as
book-entry Depository for the Bonds, collectively
hereinafter referred to as the "Depository Letter
Agreement").
(vii) All transfers of beneficial ownership interests
in each Bond issued in book-entry form shall be limited in
principal amount to Authorized Denominations and shall be
effected by procedures by the Depository with the
296178.7 4
Participants for recording and transferring the ownership of
beneficial interests in such Bonds.
(viii) In connection with any notice or other
communication to be provided to the Holders pursuant to this
Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the
Depository shall consider the date of receipt of notice
requesting such consent or other action as the record date
for such consent or other action; provided, that the City or
the Bond Registrar may establish a special record date for
such consent or other action. The City or the Bond
Registrar shall, to the extent possible, give the Depository
- notice of such special record date not less than 15 calendar
days in advance of such special record date to the extent
possible.
(ix) Any successor`Bond Registrar in its written
acceptance of its duties under this Resolution and any
paying agency/bond registrar agreement, shall agree to take
any actions necessary from time to time to comply with the
requirements of the Depository Letter Agreement.
(x) In the case of a partial prepayment of a Bond, the
Holder may, in lieu of surrendering the Bonds for a Bond of
a lesser denomination as provided in paragraph 5 hereof,
make a notation of the reduction in principal amount on the
panel provided on the Bond stating the amount so redeemed.
(c) Termination of Book-Entry Onlv System.
Discontinuance of a particular Depository's services and
termination of the book-entry only system may be effected as
follows:
(i) The Depository may determine to discontinue
.providing its services with respect to the Bonds at any time
by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law.
The City may terminate the services of the Depository with
respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities
depository or the continuation of the system of book-entry
transfers through the Depository is not in the best
interests of the City or the Beneficial Owners.-
(ii) Upon termination of the services of`the
Depository as provided in the preceding paragraph, and if no
substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in
the opinion of the City, is willing and able to assume such
functions upon reasonable or customary terms, or if the City
determines that it is in the best interests of the City or
the Beneficial Owners of the Bond that the Beneficial Owners
298178.1 5
be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the
bond register in the name of the Nominee, but may be
registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph
11 hereof. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance
with paragraph 10 hereof, the Bonds will be delivered to the
Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or
restrict the provisions of paragraph l0 hereof.
(d) The Mayor and City Clerk are authorized and
directed to execute in the name of the City the Depository Letter
Agreement in substantially the form on file in the office of the
City. In the event of the disability or the resignation or other
absence of the Mayor or Clerk of the City, such other officers of
the City who may act in their behalf shall without further act or
authorization of the City do all things and execute all
instruments and documents required to be done or to be executed
by such absent or disabled officials. The provisions in the
Depository 'Letter Agreement are incorporated herein by referenced
and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of
this resolution, the provisions in the Depository Letter
Agreement shall control.
3. Purpose. The Bonds shall provide funds to finance
the Improvements. The total cost of the Improvements, which
shall include all costs enumerated in Minnesota Statutes, Section
475.65, is estimated to be at least equal to the amount of the
Bonds. Work on the Improvements shall proceed with due diligence
to completion. The City covenants that it shall do all things
and perform all acts required of it to assure that work on the
Improvements proceeds with due diligence to completion and that
any and all permits and studies required under law for the
Improvements are obtained.
4. Interest. The Bonds sha1L bear interest'payable
semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 1996, 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:
- 298}78.7 6
Maturity Interest Maturity Interest
Year Rate. Year Rate
1997 4.00 % 2007 5.20
1998 4.10 $ 2008. 5.30 $
1999 4.25 2009 5.40 $
2000 4.40 8 2010. 5.50 $
2001 4.50 $ 2011, 5.60 $
2002 4.65 $ 2012 5.70 $
2003 4.75 $ 2013 5.75 $
2004 4.85 $ 2014::: S.BO $
2005 5.00 $ 2015;. 5.85 $
2006 5.10 $ 2016 5.90 $
5. Redemption.: All Bonds maturing in the years 2006
to 2016, both inclusive, shall be subject to redemption and
prepayment at the option of the City on February 1, 2005, 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 discre-
tion, 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
Sond of a denomination of more than $5,000 shall be redeemed as
shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any Authorized Denomination or Denominations, as requested by
298178.1 7
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. Norwest Bank *4innesota, National
Association, in Minneapolis Minnesota is
appointed to act as bond registrar and transfer agent with
respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall
execute which is consistent herewith. The Bond Registrar shall
also serve as paying agent unless and until a successor paying
agent is duly appointed. Principal and interest on the Bonds
shall be paid to the registered holders (or record holders) of
the Bonds in the manner set forth in the form of Bond and
paragraph 12 of this resolution.
7. Form of Bond. The Bonds, together with the Bond
Registrar's Certificate of Authentication, the form of Assignment
and the registration information thereon, shall be in
substantially the following form:
298178.1 8
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R- $
GENERAL OBLIGATION IMPROVEMENT
BOND, SERIES 1995A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
SEPTEMBER 1, 1995
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, unless.
called for earlier redemption, in the manner hereinafter set
forth, the principal amount specified above, on the maturity date
specified above, and to pay interest thereon semiannually on
February 1 and August 1 of each year (each, an "Interest Payment
Date"), commencing August 1, 1996, at the rate per annum
specified above (calculated on the basis of a 360-day year of
twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent
Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof.
The principal of and premium, if any, on this Bond are payable
upon presentation and surrender hereof at the principal office of
in
(the "Bond Registrar"),
acting as paying agent, or any successor paying agent duly
appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person
in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date").
Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date,
and shall be payable 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
298198.1 9
Date shall be given to Bondholders not less than ten days prior
to the Special Record Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of the
United States of America. [So long as this Bond is registered in
the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined
therein, payment of principal of, premium, if any, and interest
on this Bond and notice with respect thereto shall be made as
provided in the Depository Letter Agreement, as defined in the
Resolution, and surrender of this Bond shall not be required for
payment of the redemption price upon a partial redemption. of this
Bond. Until termination of the book-entry only system pursuant
to the Resolution, Bonds may on~y be registered in the name of
the Depository or its Nominee.]
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.
Include only until termination of the book-entry only
system under paragraph 2 hereof.
298778.1 1 0
Date of Registration: Registrable by:
Payable at:
BOND REGISTRAR'S CITY OF MAPLEWOOD,
CERTIFICATE OF RAMSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is ohe of the
Bonds described in the /s/ Facsimile
Resolution mentioned Mayor
within.
/s/ Facsimile
Clerk
Bond Registrar
By
Authorized Signature
298178.1 1 1
ON REVERSE OF BOND
Redemption. All Bonds of this issue'(the "Bonds")
maturing in the years 2006 to 2016, both inclusive, are subject
to redemption and prepayment at the option of the Issuer on
February 1, 2005, 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 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 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.
Issuances Burpose• General Oblicration. This Bond is
one of an issue in the total principal amount of $915,000, 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 24, 1995 (the "Resolution"), for the purpose of
298178.1 1 2
providing money to finance various improvement projects within
the jurisdiction of the Issuer. This Bond is payable out of the
General Obligation Improvement Bonds, Series 1995A 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 Authorized
Denominations (as defined in the Resolution) and are exchangeable
for fully registered. Bonds of other Authorized denominations in
equal aggregate principal amounts at the principal office of the
Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made
to the Resolution for a description of the rights and duties of
the Bond Registrar. Copies of the Resolution are on file in the
principal office of the Bond Registrar.
Transfer... This Bond is transferable by the Holder in
person or by his,. her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange for this
Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar
designation), of an authorized denomination or denominations, in
aggregate principal amount equal to the principal amount of this
Bond, of the same maturity and bearing interest at the~same rate.
Fees upon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds..
Treatment of Registered Owners.. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided 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.
298178.1 1 3
Qualified Tax-Exempt Obli4ation. This Bond has been
designated by the Issuer as a "qualified tax-exempt obligation"
for purposes of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENS - 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.
zsana. t 14
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.)
298178.1 1 5
[Use only for Bonda when they are
Registered in Book Entry Only System].
PREPAYMENT SCHEDULE
This Bond has been prepaid in part os the date(s) and
in the amount(s) as follows:
AUTHORIZED. SIGNATURE
DATE AMOUNT OF HOLDER
zsa~~a. ~ 16
S. 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 (or,
at the request of the Purchaser, photocopied) facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of
either such officer, the Bonds may be signed by the manual or
facsimile. signature of that officer who may act on behalf of such
absent or disabled officer. In case either such officer whose
signature or facsimile of whose signature shall appear on the
Bonds shall cease to be such officer before the delivery of the
Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if he or she had
remained in office until delivery. The City may elect to
deliver, in lieu of printed definitive bonds, one or more
typewritten temporary bonds in substantially the form set forth
above, with such changes as may be necessary to reflect more than
one maturity in a single temporary bond. Such temporary bonds
may be executed with photocopied facsimile signatures of the
Mayor and Clerk. Such temporary bonds shall, upon the printing
of the definitive bonds and the execution thereof, be exchanged
therefor and canceled.
9. Authentication. No Bond shall be valid or
obligatory for any purpose or be entitled to any security or
benefit under this resolution unless a Certificate of
Authentication on such Bond, substantially in the form
hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the
original Bonds to the Purchaser, the Bond Registrar shall insert
as a date of registration the date of original issue, which date
is September 1, 1995. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this resolution.
10. Reaistration: 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.
298778.1 1 7
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 mag 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.
z9si.~s. ~ 18
11. Rights Upon Transfer or Exchange. Each Bond
delivered upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest accrued and.
unpaid, and to accrue, which were carried by such other Bond.
12 Interest Payment: Record Date. Interest on any
Bond shall be paid on each Interest Payment Date by check or
draft mailed to the person in whose name the Bond is registered
_ (the "Holder") on the registration books of the City maintained
by the Bond Registrar and at the address appearing thereon at .the
close of business on the fifteenth (15th) day of the calendar
month next preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease
to be payable to the. person who is the Holder thereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder thereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special
Record Date.
13. Treatment of Registered Owner. The City and Bond
Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and interest
(subject to the payment provisions in paragraph 12 above) on,
such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond
Registrar shall be affected by notice to the contrary.
14. Delivery: Application of Proceeds. The Bonds when
so prepared and executed shall be delivered by the Finance
Director to the Purchaser upon receipt of the purchase price, and
the Purchaser shall not be .obliged to see to the proper
application thereof..
15. Fund and Accounts. There has heretofore been
created a capital projects fund designated the Public Improvement
Projects Fund held and administered by the Finance Director
separate and apart from all other funds of the City. The Public
Improvement Projects Fund shall continue to be maintained in the
manner heretofore specified. In the Public Improvement Projects
Fund there shall be created and maintained separate construction
accounts (the "Construction Accounts") for each improvement
financed by this bond issue. To the Construction Accounts there
shall be credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount paid for
the Bonds in excess of $903,105, plus any special assessments
levied with respect to the Improvements and collected prior to
completion of the Improvements and payment of the costs thereof.
From the Construction Accounts there shall be paid all costs and
expenses of making the Improvements listed in paragraph 16,
zeaa~s. i 19
including the cost of any construction contracts heretofore let
and all other costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65;. and the moneys
in said account shall be used for no other purpose except as
otherwise provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay interest on
the Bonds due prior to the anticipated date of commencement of
the collection of taxes or special assessments herein levied or
covenanted to be levied; and provided further that if upon
completion of the Improvements there: shall remain any unexpended
balance in the Construction Accounts, the balance (other than any
special assessments) may be transferred by the Council to the
accounts of any other improvement instituted pursuant to
Minnesota Statutes, Chapter 429, and provided further that any
special assessments credited to the Construction Accounts shall
only be applied towards payment of the costs of the Improvements
upon adoption of a resolution by the City Council determining
that the application of the special assessments for such purpose
will. not cause the City to no longer be in compliance with
Minnesota Statutes, Section 475.61., Subdivision 1.
There is hereby created a debt service fund to be designated
the General. Obligation Improvement Bonds, Series 1995A Fund (the
"Debt Service Fund") to be administered and maintained by the
Finance Director as a bookkeeping account separate and apart from
all other funds maintained in the official financial records of
the City. The Debt Service Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest
thereon have been fully paid. There are hereby irrevocably...
appropriated and pledged to, and there shall be credited to, the
Debt Service Fund: (a) all collections of special assessments
herein covenanted to be levied with respect. to the Improvements
and either initially credited to the Construction Accounts and
not already spent as permitted above and required to pay any
principal and interest due on the Bonds or collected subsequent
to the completion of the Improvements and payment of the costs
thereof; (b) all accrued interest received upon delivery of the
Bonds; (c) all funds paid for the Bonds in excess of $903,105;
(d) any collections of all taxes herein or hereafter levied for
the payment of the Bonds and interest thereon; (e) all funds
remaining in the Construction Accounts after completion of the.
Improvements and payment of the costs thereof, not so transferred
to the account of another improvement; (f) all investment
earnings on funds held in the Debt Service Fund; and (g) any and
all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt
Service Fund. The Debt Service Fund shall be used solely to pay
the principal and interest and any premiums for redemption of the
Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said account
as provided by law.
298178.1 2 0
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
Construction Accounts or Debt Service Fund (or any other City
account which will be used to pay principal or interest to become
due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations 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. Assessments. It is hereby determined that no less
than twenty percent (20%) of the cost to the City of each
Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by
special assessments to be levied against every assessable lot,...
piece and parcel of land benefitted by any of the Improvements.
She City hereby covenants and agrees that it will let all
construction contracts not heretofore let within one (1) year
after ordering each Improvement financed hereunder unless the
resolution ordering the Improvement specifies a different time
limit for the letting of construction contracts. The City hereby
further covenants and agrees that it will do and perform as soon
as they may be done all acts and. things necessary for the final
and valid levy of such special assessments, and in the event that
any such assessment be at any time held invalid with respect to
any lot, piece or parcel of land due to any error, defect, or
irregularity in any action or proceedings taken or to be taken by
the City or the City Council or-any of the City officers or
employees, either in the making of the assessments or in the
performance of any condition precedent thereto, the City and the
City Council will forthwith do all further acts and take all
further proceedings as maybe required by law to make the
assessments a valid and binding lien upon such property... The
special assessments have heretofore been authorized. Subject to
such adjustments as are required by the conditions in existence
at the time the assessments are levied, it is hereby determined
that the assessments shall be payable in equal, consecutive,
annual installments, with general taxes for the years shown below
298178.1 21
- and with interest on the declining balance of all such
assessments at the rates per annum not less than the rate per
annum set forth opposite the collection years specified below:
Improvement Collection
Designation Amount Levy Years Years Rates
(i) 93-02 (T.H.
61 Frontage
Roads) $107;366 1995-2014 1996-2015 7.OOo
(ii) 93-08
(Sterling/
Valley View/
Schaller) 679,069 1995-2014 1996-2015 7.00
(iii) 93-14 (Searle
Street
Storm Sewer) 2,100 1994-2013 1995-2014- 7.50
(iv) 94-06 (East
Shore Drive
Storm
Sewer) 4.725 1994-2013 1995-2014 7.50
TOTAL $793.260
At the time the assessments are in fact levied the City
Council shall, based on the then-current estimated collections of
the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues
to be in compliance with Minnesota Statutes, Section 475.61,
Subdivision 1.
17. Tax Lew;' Coverage Test. To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
Year of Tax Year of Tax
Levy Collection Amount
1997': 1998. $ -0-
1998' 1999` $ 2,406
1999 2000 $ 3,255
2000 - 2001;. $ 3.908.
2001 2002 $ 4,489
2002 2003 $ 5,021
2003 2004'. $ 5,508'
2004.... 2008 $ 5.924
2005 2006' ; 6,291
2006... 2007 $ 6.613
2007 2008 $ 6.887
2008 2009 $ 7,113
298178.1 22
2009 2010- $ 7,293.
2010 201E $ 7,425
2011 2012 $ 7,511
2012 2013 $ 7,570
2013. 2014 $ 7,603
2014. 2015 $ 7,949-
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.
18. Defeasance. When all Bonds have been discharged
as provided in this paragraph, all pledges, covenants and other
rights granted by this resolution to the registered holders of ,
the Bonds shall, to the extent permitted by law, cease. The City
may discharge its obligations with respect to any Bonds which are
due on any date by irrevocably depositing with the Bond Registrar
on or before that date a sum sufficient for the payment thereof
in full; or if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Bond Registrar
a sum sufficient for the payment thereof in full with interest
accrued to the date of such. deposit. The City .may also discharge
its obligations with respect to any prepayable Bonds called 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 e, bearing interest payable at such times and at such
rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become
due thereon to maturity or, if notice of redemption. as herein
required has been duly provided for, to such earlier redemption
date.
19_ Compliance With Reimbursement Bond Regulations.
The provisions of this paragraph are intended to establish and
provide for the City's compliance with United States Treasury
Regulations Section 1.150-2 (the "Reimbursement Regulations")
applicable to. the "reimbursement proceeds" of the Bonds, being
those portions thereof which will be used by the City to
298178.1 2 3
reimburse itself for any expenditure which the City paid or will
have paid prior to the Closing Date (a "Reimbursement
Expenditure").
The City hereby certifies and/or covenants-as follows:
(a) Not later than 60 days after the date of payment of a
Reimbursement Expenditure, the City (or person
designated to do so on behalf of the City) has made or
will have made a written declaration of the City's
official intent (a "Declaration") which effectively (i)
states the City's reasonable expectation to reimburse
itself for the payment of the Reimbursement Expenditure
- out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the
property, project or program to which the Declaration
relates and for which the Reimbursement Expenditure is
paid, or identifies a specific fund or account of the
City and the general functional purpose thereof from
which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the
maximum principal amount of debt expected to be issued
by the City for the purpose of financing the Project;
provided, however, that no such Declaration shall
necessarily have been made with respect to: (i)
"preliminary expenditures" for the Project, defined in
the Reimbursement Regulations to include engineering or
architectural, surveying and soil testing expenses and
similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii)
a de minimis amount of Reimbursement Expenditures not
in excess of the lesser of $100,000 or 5% of the
proceeds of the Bonds. Notwithstanding the foregoing,
with respect to any Declaration made by the City
between January 27, 1992 and June 30, 1995, with
respect to a Reimbursement Expenditure made prior to
March 2, 1992, the City hereby represents that there
exists objective evidence, that at the time the
Expenditure was paid the City expected to reimburse the
cost thereof with the proceeds of a borrowing (taxable
or tax-exempt) and that expectation was reasonable.
(b) Each Reimbursement Expenditure is a capital expenditure
or a cost of issuance of the Bonds or any of the other
types of expenditures described in Section 1.150-
2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the
Reimbursement Regulations for each Reimbursement
Expenditure shall and will be made forthwith following
(but not prior to) the issuance of the Bonds and in all
events within the period ending on the date which is
the later of three years after payment of the
298778.1 2 4
Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement
Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a
writing that evidences the City's use of Bond proceeds
to reimburse the Reimbursement Expenditure and, if made
within 30 days after the Bonds are issued, shall be
treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any
of the: foregoing covenants in this paragraph 19 upon receipt of
an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the
Bonds.
20. Continuing Disclosure. The City is the sole
obligated person with respect to the Bonds. The City hereby
agrees, in accordance with the provisions of Rule 15c2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of
1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
A. Provide or cause to be_provided to each nationally
recognized municipal securities information repository ("NRMSIR")
and to the appropriate state information depository ("SID"), if
any, for the State of Minnesota, in each case as designated by
the Commission in accordance with. the Rule, certain annual
financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to
time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to
(i) each NRMSIR or to the Municipal Securities Rulemaking Board
("MSRB") and (ii) the SID, notice of the occurrence of certain
material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to
(i) each NRMSIR or to the MSRB and (ii) the SID, notice of a
failure by the City to provide the annual financial information
with respect to the City described in the Undertaking.
D. The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 20,and in the Undertaking is intended
to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to
enforce the provisions of these covenants shall be limited to a
right to obtain specific enforcement of the City's obligations
under the covenants.
298178.1 2 5
The Mayor and Clerk of the City, or any other officer of the
City authorized to act in their place with "Officers" are hereby
authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City
Council subject to such modifications thereof or additions
thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser bf the Bonds, and (iii)
acceptable to the Officers.
21. General Obligation Bledae. 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 Rectistration. 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,
certificates and information as are required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
24. Negative Covenant as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment
arrangements for the cost of the Improvements, in such a manner
as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
25. Tax-Exempt Status of the Bonds; Rebate. The City
shall comply with requirements necessary under the Code to
z9ana. t 2 6
establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the. United States, if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small-issuer exception amount of $5,000,000.
For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a
private activity bond, (3) ninety-five percent (95~) or more of
the net proceeds of the Bonds are to be used for local
governmental activities of the City (or of a governmental unit
the jurisdiction of which is entirely within the jurisdiction of
the City), and (4) the aggregate face amount of all tax-exempt
bonds (other than private activity bonds) issued by the City (and
all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds
are issued and outstanding at one time is not reasonably expected
to exceed $5,000,000, all within the meaning of Section
148 (f) (4) (D) of the Code.
26. Designation of Qualified Tax-Exempt Obligations.
In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the-Code,
the City hereby makes the following factual statements and
representations:
(a the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as
defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as
"qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of
tax-exempt obligations (other than private activity
bonds, treating qualified 501(c)(3) bonds as not being
private activity bonds) which will be issued by the
City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations
are treated as issued by the City) during this calendar
year 1995 will not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations
issued by the City during this calendar year 1995 have
zsar~a.i 2~
been designated for purposes of Section 265(b)(3) of
the Code.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
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.
26. Headings. Headings in this resolution are
included for convenience of reference only and are not a pert
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.
298178.1 2 8
1995 G. 0. Tax Increment Refunding Bonds
e. Councilmember Koppen introduced the followin4 Resolution and moved its
adoption:
95-08-95
ACCEPTING PROPOSAL ON THE COMPETITIVE NEGOTIATED SALE OF
51,215,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 19958,
PROVIDING FOR THEIR ISSUANCE, PLEDGING FOR THE SECURITY THEREOF TAX INCREMENTS,
AND LEVYING A TAX FOR THE PAYMENT THEREOF
(RESOLUTION ATTACHED)
Seconded by Councilmember Rossbach Ayes - all
N. ADJOURNMENT
4:39 P.M.
C'~~~.-
3 8-24-95
The Council .then proceeded to consider and discuss the
proposals, after which member introduced the following
resolution and moved its adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE COMPETITIVE
NEGOTIATED SALE OF
$1,215,000 GENERAL - OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 1995B, 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 determined and declared
that is necessary and expedient to provide moneys for a
crossover refunding of the City's outstanding General Obligation
Tax Increment Bonds of 1989, dated November 1, 1989 (the "Prior
Bands "), which mature on February 1, .2000, and thereafter. The
Prior Bonds were issued for the purpose of providing money to
finance a portion of certain capital and administration costs of
Development District No 1 (the ''Development District ") in the
City ( the "Project ") , as set forth in a development program ( the
"Program ") . The City has heretofore approved tax increment
financing plans ( collectively, the "Plans") for Housing District
No 1 -3, Economic Development District No. 1 -2 and Economic
Development District No. 1 -3 within the Development District
(collectively, the "Tax Increment Districts ") Tax increments
derived from the Tax'Increment Districts are referred to herein
as the "Tax Increments ", pursuant to the resolution of the City
Council, dated October 19, 1989, authorizing issuance of the
Prior Bonds ( the "Prior Resolution ") ; and
B. WHEREAS, $1,175,00 of the principal amount of the
Prior Bonds which mature on or after February 1, 2000 are
callable on February 1, 1999, at a price of par plus accrued
interest as provided in the Prior Resolution; and
C. 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
D. WHEREAS, the City Council has heretofore determined
and declared that it is necessary and expedient to issue
$ General Obligation Tax Increment Refunding Bonds,
Series 1995B of the City, pursuant to Minnesota Statutes, Chapter
415, to provide moneys for a crossover refunding of the callable
Prior Bonds; and
E. WHEREAS, it is in the best interests of the City
that the Bonds (as hereinafter defined) be issued in book-entry
form as hereinafter provided; and
298535.1 2
NOW, THEREFORE, BE IT RESOLVED by the Counc of the
City of Maplewood, Minnesota, as follows:.
1. Accer)tance of. Proposal . The proposal of* Dain
Bosworth Incorporated (the "Purchaser to purchase ftmnwww�
$1,215,000 General Obligation Tax Increment Refunding Bonds,
Series,. 1995B of the City (the "Bonds" or individually a "Bond ") ,
in accordance with the t erms of proposal, at the rates of
interest hereinafter set forth, and to pay therefor the sum of
$ l j t208 j r608-v36 plus interest accrued to settlement, is hereby
found, determined and declared to be the most. favorable proposal
received and is hereby accepted, and the Bonds are hereby awarded
to said proposal maker, The City Clerk is directed to regain the
deposit of said proposal maker and to. forthwit return to the
unsuccessful proposal makers their good f aith checks and drafts.
2 Bond Terms
(a) Title Original Issue Date: Denominations:
Maturities; Combining. Maturities , The Bonds shall be titled
"General Obligation Tax Increment Refunding Bonds, Series 1995.8
shall be dated September 1, .1995., as the date of original issue
and shall be issued forthwith on or after such date as fully
registered bonds. The Bonds shall be numbered from R -1 upward in
the. denomination of $5, 000 each or in any integral multiple
thereof of a single maturity (the "Authorized Denominations ")..
The Bonds shall mature on February 1 in the years and amounts as
follows:
Year Amount Year Amount
2000 $ 60,000 2005 $145,000
2001 65,000 2006 160,000
2002 70,000 2007 170, 000
2003 110, 2008 180,000
2004 130,000 2009 125,000
For the purpose of complying with Minnesota Statutes,
Section 475. 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 20
(b) hook Entry Only System Midwest Securities Trust
company, a limited purpose trust company organized under the laws
of the State of Illinois or any of its successors or its
successors to its functions hereunder (the 'Depository ") will act
as securities depository for the Bonds, and to this end:
W The Bonds shall be initially issued and, so long
as they remain in book entry form only ( the "Book Entry Only
Period ") , shall at all times be in the form of a separate
single .fully registered Bond for each maturity of the Bonds;
298535.1 3
and for purposes of complying with this requirement under
paragraphs 5 and 10 Authorized Denominations for any Bond
shall be deemed to be limited during the Book Entry Only
Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds
shall be registered in a bond register maintained by
Norwest Bank Minnesota, National Association (the "Bond
Registrar ") in the name of KRAY' & CO.., as the nominee (it or
any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor
the Bond Registrar shall have any responsibility or
obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds Bonds
as securities depository ( the "Participant ") or the person
for which a Participant holds an interest in the Bonds shown
on the books. and records of the Participant (the "Beneficial
Owner "). Without limiting the immediately preceding
sentence, neither the City, nor the Bond Registrar, shall
have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the
Nominee or any Participant with respect to any ownership
interest in the Bonds, or (B) the delivery to any
Participant, any Owner or any other person, other than the
Depository, of any notice with respect to the Bonds,
including any notice of redemption, or (C) the payment to
any Participant, any Beneficial Owner or any other person,
other than the Depository, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds,
or (D) the consent given or other action taken by the
Depository as the Register Holder of any Bonds (the
"Holder") . For purposes of securing the vote or consent of
any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository
assigns its consenting or voting rights to certain
Participants to whose accounts the Bonds are credited on the
record date identified in a listing attached to the omnibus
proxy*
(iv) The City and the Bond Registrar may treat as and
deem the Depository to be the absolute owner of the Bonds
for the purpose of payment of the principal of and premium,
i and interest on the Bonds , for the purpose of giving
noices of redemption and other matters with respect to the
Bonds, for the purpose of obtaining any consent or other
action to be taken by Holders for the purpose of registering
transfers with respect to such Bonds, and for all purpose
whatsoever. The Bond Registrar, as paying agent hereunder,
shall pay all principal of and premium, if any, and interest
on the Bonds only to or upon the Holder of the Holders of
the Bonds as shown on the bond register, and all such
298535.1 4
payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to the
principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond
Registrar of written notice to the effect that the
Depository has determined to substitute a new Nominee in
place of the existing Nominee, and subject to the transfer
provisions in paragraph 10 hereof, references to the Nominee
hereunder shall refer to such new Nominee
(vi) So long as any Bond is registered in the name of
a Nominee, all payments with respect to the principal of and
premium, if any, and interest on such Bond . and all notices
with respect to such Bond shall be made and given.,
respectively, by the Bond Registrar or City, as the case may
be, to -the Depository as provided in the Depository Letter
Agreement to the Depository required by the Depository as a
condition to its acting as book- entry Depository for the
Bonds (said Depository Letter Agreement, together with any
... replacement thereof or amendment or substitute thereto,
including any standard procedures or policies referenced
therein or applicable thereto respecting the procedures and
other matters relating to the Depository's role as
book- entry Depository for the Bonds, collectively
hereinafter referred to as the "Depository Letter
Agreement ") .
(vii) All transfers of beneficial ownership interests
in each Bond issued in book -entry form shall be limited in
principal amount to Authorized Denominations and shall be
effected by procedures by the Depository with the
Participants for recording and transferring the ownership of
beneficial interests in such Bonds.
(viii) In connection with any notice or other
communication to be provided to the Holders pursuant to this
Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the
Depository shall consider the date of receipt of notice
.requesting such consent or other action as the record date
for such consent or other action; provided, that the.City or
the Bond Registrar may establish a special record date for
.such consent or other action. The City or the Bond
Registrar shall, to the extent possible, give the Depository
notice of such special record date not less than 15 calendar
days in advance of such special record date to the extent
possible.
(ix) Any successor Bond Registrar in its written
acceptance of its duties under this Resolution and any
paying agency /bond registrar agreement, shall agree to take
298535.1 5
any actions necessary from time to time to comply with the
requirements of the Depository Letter Agreement.
(x) In the case of a partial prepayment of a Bond, the
Holder may, in lieu of surrendering the Bonds for a Bond of
a lesser denomination as provided in paragraph 5 hereof,
make a notation of the reduction in principal amount on the
panel provided on the Bond stating the amount so redeemed.
(c) Termination of Book- Entry Only System
Discontinuance of a particular Depository's services and
termination of the book -entry only system may be effected as
follows:
(i) The Depository may determine to discontinue
providing.its services with respect to the Bonds at any time
by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law.
The City may terminate the services of the Depository with
respect to the Bond if it determines that the Depository is
no longer able to carry its functions as securities
depository or the continuation of the system of book -entry
transfers through the Depository is not in the best
interests of the City or the Beneficial Owners.
(ii) Upon termination of the services of the
Depository as provided in the preceding paragraph, and if no
substitute securities depository is willing to undertake the
functions of the Depository hereunder ' can be found which, in
the opinion of the City, is willing and able to assume such
functions upon reasonable or customary terms, or if the City
determines that it is in the best interests of the City or
the Beneficial Owners of the Bond that the Beneficial Owners
be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the
bond register in the name of the Nominee, but may be
registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph
11 hereof. To the extent that the Beneficial Owners are
designated as'the transferee by the Holders, in accordance
with paragraph 10 hereof, the Bonds will be delivered to the
Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or
restrict the provisions of paragraph 10 hereof.
(d) The Mayor and City Clerk are authorized and
directed to execute in the name of the City the Depository Letter
.Agreement in substantially the form on file in the office of the
City. In the event of the disability or the resignation or other
absence of the Mayor or Clerk of the City, such other officers of
.the City who may act in their behalf shall without further act or
authorization of the City do all things and execute all
298535.1 6
instruments and documents required to be done or to be executed
by such absent or disabled officials. The provisions in the
Depository Letter Agreement are incorporated herein by referenced
and made a pant of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of
this resolution, the provisions in the Depository Letter
Agreement shall control.
3. Puroose: Refunding Findings The Bonds shall
provide funds for a crossover refunding of all the City's
callable Prior Bonds (the "Refunding ") . It is hereby found,
determined and declared that the Refunding is pursuant to
Minnesota Statutes, Section 475.67, Subdivision 13, and as of the
crossover date of the Bonds, shall result in a present value
reduction of debt service for the Bonds to their stated maturity
dates of at least three percent (3.00%-), computed in accordance
with the provisions of Minnesota Statutes, Section 475.67,
Subdivision 12.
4. Interest The Bonds shall bear interest payable
semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 1996, 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
2000
4.90 0
2005
5.00 °W
2001
4.90
2006
5.00
2002
4.90
2007
5910
2003
4.90
2008
5.2O
2004
4.90
2009
5.40
5. Redemption All Bonds maturing in the years 2006
to 2009, both inclusive, shall be subject to redemption and
prepayment at the option of the City on February 1, 2005, 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
298535.1 7
redemption shall be given to the paying agent and to each
, Y g
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, usin
such method of selection as it shall deem proper in its dis cre-
tion, from the numbers so assigned to such Bonds, as man y 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; P rovided
however, that,only so much of the principal amount of each such
Bond of a denomination of more than $5,000 shall be redeemed as
shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form.
satisfactory to the City and Bond Registrar duly executed by the
holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute ( if necessary) and the Bond
Registrar .shall authenticate and deliver to the Holder of such
Bond, without service charge, a new . Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any Authorized Denomination or Denominations, as requested by
such Folder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
60 Bond Registrar Norwest Bank. Minnesota, National
Association in Minneapolis 1innesota 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:
298535.1 8
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R-
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
SEPTEMBER 1 1995
S
GENERAL OBLIGATION.TAX INCREMENT REFUNDING
BOND, SERIES 1995E
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
CUI P
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, unless
called for earlier redemption, in the manner hereinafter set
forth , the principal rinci al amount specified above, on the maturity date
specif ied above, and to pay interest thereon semiannually on
February 1 and August 1 of each year ( each, an "Interest Payment
Date ."), commencing August 1, 1996, 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 off ice of
in
( the "Bond Registrar ") ,
acting as paying agent, or any successor paying agent duly
P y
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
b y the Bond Registrar and at the address appearing thereon.at the close of business on the fifteenth day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date ").
Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date,
and shall be payable to the person who is the Holder hereof at
the close of business on a date (the "Special Record Date ") fixed
by the Bond Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record
298535.1 9
Date shall be g iven to Bondholders not les-s than ten da prior
to the Special Record Date. The principal of'and -premium, if
an and interest on this Bond are pa in lawful mone of the
United States,:of America. [So lon as this Bond is re in
the name of the Depositor or its Nomin as provided in the
Resolution here inaf ter. described, and as those terms are defined
therein, pa of principal .of,. premium, if an y , and Interes t
on this Bond and notice with respect:thereto shall be made as
provided in the Depositor Letter A as defined in the
Resolution,. and surrender of this Bond shall not be re for
pa of the redemption price'upo a partial redemption of this
Bond. Until termination of the book- entry onl s pursuant
to the Resolution, Bonds ma o be re in the name of
t he D epositor y or its Nominee. ]
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 thin re b the Constitution a nd 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 re and due form,
time and manner as re b law, and that this Bond, to
with all other debts of the Issue outstandin on the d of
a I
ori issue hereof and the date of its issuance and deliver
to the ori purchaser, does not exceed an constitu or
statutor limitation of indebtedness.
IN WITNESS WHEREOF, the Cit of Maplewood, Ramse
Count Minnesota, b its Cit Council has caused this Bond to be
exe on its behalf b the facsimile si of its Ma
and its Clerk, the corporate seal of the Issuer havin been
intentionall omitted as permitted b law.
Include onl until termination of the book-entr onl
s under para 2 hereof.
298535.1 10
298535.1 11
ON REVERSE OF BOND
Redemr)t_ion All Bonds of this issue (the "Bonds ")
maturing in the years 2006 to 2009, both inclusive, are subject
to redemption and prepayment at the option of the Issuer on
February 1, 2 0 05 ,. 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 o; Bonds for RedeMRtion:.Partial Redemption
Ta.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 steal 1
.be redeemed as shall equal $5,000 for each number assigned to it
and 8.0 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 fora 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.
Issuance; Puroose: General Obligation This Bond is
one of an issue in the total principal amount of $1,225,000, 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 24, 1995 ( the "Resolution ") , for the purpose of
298535.1 12
providing funds sufficient for a crossover refunding on February
1. 1999, of the Issuer's General Obligation Tax Increment Bonds
of 1989, dated November 1, 1989, which mature on February 1,
2000 thereafter. This Bond is payable out of the Escrow
Account and the Debt Service Account of the Issuer's General
Obligation Tax Increment Refunding Bonds Series 1995E Fund of
the.. Issuer. This Bond constitutes a general obligation of the
Is suer , 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 Authorized
Denominations ( as defined in the Resolution) and are exchangeable
for registered Bonds of other Authorized denominations in
equal aggregate principal , amounts at the principal office of the
Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made
to the Resolution for a description of the rights and duties of
the Bond Registrar. Copies of the Resolution are on file in the
principal office of the Bond Registrar.
Transfer This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange for this
9
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 uoon Trann.f er 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.
298535.1 13
Authentication This Bond shall not he 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.
..
alif ied Tax- Exemot Obligation This has been
designated by the Issuer as. a "qualified tax-exempt obligation"
for purposes of Section .265 (b) (3) of the Internal Revenue Code of
1986 as amended.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint 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.
298535.1
14
ASSIGNMENT
For value received, the undersi her sells,
assi and tran unto
the within Bond and does
hereb irrevocably c onstit u te and appoint
attorne to transfer the Bond on the books kept forthe
re thereof, with full power of substitution in the
prem3-ses
Dated:'
Notice. The a ssi g nor's si to this
assig must correspond with the name
as it appears upon the face of the
within Bond in ever particular, without
alteration o r an chan w hatever.,
Si Guaranteed:
Si g nature(s) must be g uaranteed b a na bank or trust
compan or b a brokera f irm havin a membership in one of
m the
majo aDo . r stock exchan or an other "Eli Gu
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Re will not effect transfer of this Bond
unless the information concernin the transferee re below
is provided.
Name and Address:
(Include information for all joint owners
j if the Bond is held b account.)
298535.1 15
298535.1 16
8. Execution ;.Temnorarv.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 (or,
at; the request of the Purchaser, photocopied) facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In t;he.. event of disability or resignation or other absence of
either such officer, the Bonds may be signed by the manual or
flacsimi1e 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. Au hentication 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
off icers 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, 1995. The Certificate of Authentication so
P
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.
298535.1 17
Upon surrender for transfer of any Bond at the
principal office of the Bond Registrar, 'the City shall execute
(if necessary), 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 f or
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 regist- ration 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
I
nstrument 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.
298535.1 18
11. Rights -.on 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 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
p
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 Rec, ai tered Owner The City and Bond
Re g istrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving
a ent of principal of and premium, if any, and interest
P ym P
(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. Deliver: Aoolication of Proceeds The Bonds when
so P repared and executed shall be delivered by the Finance
Director to the Purchaser upon receipt of the purchase price, and
the Purchaser shall not be obliged to see to the proper
application thereof.
15. Fund and Accounts There is hereby created a
special fund to be designated the "General Obligation Tax
Increment Refunding Bonds, Series 1995B 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 herein authorized, and any other general obligation
tax increment bonds hereafter issued to complete the Project,
including any modifications and additions thereto, and the
interest thereon have been fully paid and the City has been. fully
reimbursed from the pledge of Tax Increments for all of the
principal and interest of such bonds paid by the City from taxes
levied on property in the City other than the Tax Increment
Districts. The Fund shall be maintained in the manner herein
specified until all of the Bonds and the interest thereon have
298535.1 19
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.
(i) Escrow Account The Escrow Account shall be maintained
as an escrow account with Norwest Bank Minnesota, N.A. (the
"Escrow Agent ") in Minneaholi $ Minnesota 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 on to pay
costs.of issuing the Bonds. Proceeds of the Bonds not used to
pay costs of issuance are hereby irrevocable pledged and
appropriated to the Escrow Account, together with all investment
earnings thereon. The Escrow Account shall be invested in
securities maturing or callable at the option of the holder on
such dates and bearing interest at such rates as shall be
required to provide sufficient funds, together with any cash or
other funds retained in the Escrow Account, ( i ) to pay when due
the interest to accrue on each Bond herein authorized to and
including February 1, 1999; and (ii) to pay when called for
redemption, on February 1, 1999, the principal amount of each of
the Prior Bonds. From the Escrow Account there shall be paid (1)
all interest on the Bonds herein authorized to and including
February 1, 19 9 9 , and ( 2 ) the principal of the Prior Bonds due by
reason of their call for redemption on February 1, 1999. 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.
Debt Service Account There are hereby irrevocably
appropriated and pledged to, and there shall be credited to
the Debt Service - Account . (1) after the crossover date, Tax
Increments. derived from the Tax Increment Districts; (2) any
collections of all taxes herein or hereafter levied for the
payment of the .Bonds and interest thereon; ( 3 ) any balance
remitted to the City upon the termination of the Escrow
Agreement; (4) any balance remaining on February 2, 1999, in
the Obligation Tax Increment Bonds of 1989 Fund
created by the Prior Resolution; (5) all investment earnings
on funds in the Debt Service Account; and (6) 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
298535.1 20
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
p I ortion 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
y ielding investments, except (1) for a reasonable temporary
0 period until such proceeds are needed for the purpose for which
P issued, .
the Bonds were and (2 ) in addition to the above, in an
amount not reater than the lesser of five percent (5k) of the
g
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 applicable 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
meanie of Section 149(b) of the federal Internal Revenue Code of
g
1986 , as amended ( the "Code").
16. 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 of f icers and
agents.
17. Tax Increments The City hereby pledges and
appropriates the Tax Increments derived from the Tax Increment
Districts to the Debt Service Account, which pledge and
appropriation shall continue until all of the Bonds, and any
additional bonds -payable from the Debt Service Account, are paid
or discharged. The City hereby expressly reserves the right to
use.the Tax Increments to finance costs set forth in the Program
and 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 Plan,
as may be from time to time amended.
18. Tax Levy Covera_e 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 ro ert in the City a direct annual ad valorem tax which
P P Y
298535.1 2 1
w
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
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 and sums
held in the Escrow Account, will produce at least five percent
t5% 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 Bonds, the uncollected taxes
pledged in the Prior 'Resolution authorizing the issuance of the
Prior Bonds, shall be cancelled.
19. Reservationof Rights. Notwithstanding any
provisions herein to the contrary, the City reserves the right to
terminate, reduce, or apply to other lawful purposes the Tax
Increments herein pledged to the payment of the Bonds and
interest thereon to the extent and in the manner permitted by
law.
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 bef ore that date a. sum suf f icient f or 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.
298535.1 22
The City may also at any time discharge its obligations with
respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing
irrevocably in escrow, with a suitable banking institution
qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such
rates and maturing on such dates as shall be required, without
regard to sale and /or reinvestment, to pay all amounts to become
due thereon to maturity or, if notice of redemption as herein
required has been duly provided for, to such earlier redemption
date.
21. Continuincr Disclosure The City is the sole
obligated person with respect to the.Bonds. The City hereby
agrees, in accordance with the provisions of Rule 15c2 -12 (the
"Rule"), promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of
1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository ("NRMSIR")
and to the . appropriate state information depository ("SID"), if
any, for the State of Minnesota, in each case as designated by
the Commission in accordance with the Rule, certain annual
financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to
time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a. timely manner, to
(i) each NRMSIR or to the Municipal Securities Rulemaking Board
("MSRB" ) and (ii) the SID, notice of the occurrence of certain
material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to
( i ) each NRMSIR or to the MSRB and (ii) the SID, notice of a
failure by the City to provide the annual financial inf ormation
with respect to the City described in the Undertaking.
D. The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 21 and in the Undertaking is intended
to be for the benefit 'of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to
enforce the provisions of these covenants shall be limited to a
right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Clerk of the City, or any other officer of the
city. authorized to act in their place with "Officers" are hereby
authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City
298535.1 2 3
Council subject to such modifications thereof or additions
thereto as are (i) consistent with the requirements under the
Rule, ( ii ) required by the Purchaser of the Bonds, and (iii)
acceptable to the Officers.
22 General Oblicration Pledge For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If -the balance in the Escrow Account or Debt Service Account 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 Escrow Account or
Debt Service Account when a sufficient balance is available
therein.
23. Securities,, Escrow Agent Securities purchased
from moneys in the Escrow Account shall be limited to. securities
set forth in Minnesota Statutes, Section 475 67, Subdivision 8,
and any amendments or supplements thereto. Securities purchased
from the Escrow Account shall be purchased simultaneously with
the delivery of the Bonds. The City Council has investigated the
facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
24. Redemption of Prior Bonds The Prior Bonds which
mature in 2000 and thereafter shall be redeemed and prepaid on
February 1, 1999, 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. Said, Notice of Call for
Redemption shall be mailed to the paying agent or agents for the
Prior Bonds prior to said redemption date therefor and to the
registered owner of each Prior Bond at the address shown on the
registration books kept by the registrar for the Prior Bonds
pursuant to the Escrow Agreement.
25. Escrow - Agreement On or prior to the delivery of
the Bonds the Mayor and Clerk shall, and are hereby authorized
and directed to, execute on behalf of the City an Escrow
Agreement. The Escrow Agreement is hereby approved and adopted
and made a part of this resolution, and the City covenants that
it will promptly enforce all provisions thereof in the event of
default thereunder by the Escrow Agent.
26. Purchase of SLGS or Ooen 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 above, from the proceeds of the Bonds
248535.1 24
E
and to the extent necessary, other available funds, all in 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.
27. Certificate f Recaistration 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 cancelled and that the tax levy required by
law for the Bonds has been made.
28. 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 rand affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts. recited therein.,
29. Negative Covenant as
Pro ect The City hereby covenants
the Bonds or to use the Project, or
used., or to enter into any deferred
coast of the Project, in such a mann
"private activity bonds" within the
141 through 150 of the Code.
o Use of Proceeds and
not to use the proceeds of
to cause or permit them to be
payment arrangements for the
er as to cause the Bonds to be
meaning of Sections 103 and
30. Tax- Exemot Status of. the Bonds: Rebate The City
shall comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield-
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small- issuer exception amount of $5,000,000.
For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $ or less of bonds, the City hereby finds,
298535.1 2 5
determines and declares that (1) the Bonds are issued by a
g overnmental unit with general taxing powers (2) no Bond is a
private activity bond, (3) ninety -five percent (95 0) or more of
the net proceeds of the Bonds are to be used for local
governmental activities of the City (or of a governmental unit
the jurisdiction of which is entirely within the jurisdiction of
the . City) , and (4) the aggregate face amount of all tax-exempt
bonds (other than private activity bonds) issued by the City (and
all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds
are issued is not reasonably expected to exceed $5,000 000, all
within the meaning of Section 14 8 (f) (4) (D) of the Code
Furthermore:
( i ) each of the Prior Bonds was issued as part of
an issue which.was treated as meeting the rebate
requz.rements by reason of the exception f or govern -
mental units issuing $5,000,000 or less of bonds;
(ii) the average maturity of the Bonds does not
exceed the remaining average maturity of the Prior
:Bonds; and
( iii) no maturity of the Bonds. has a maturity
date which is later than the date which is thirty (30)
years after the dates the Prior Bonds were issued
31. Des ic;nation of Qualified Tax -Exe. t Oblicaations .
In order to qualify the Bonds as "qualified tax- exempt
obligations within the meaning I of Section 265 (b) (3) of the Code,
the City hereby makes the following factual statements and
representations:
(a) the Bonds are issued of ter August 7, 1986;
(b) the Bonds are not "private activity bonds" as
defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as
"qualified tax - exempt obligations" for purposes of
Section, 265 (b) (3) of the Code;
(d) the reasonably anticipated amount of
tax-exempt obligations (other than private activity
p
bonds, treating qualified 501 (c) (3) bonds as not being
private activity bonds) which will be issued by the
City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations
are treated as issued by the City) during this calendar
year 1995 will not exceed $10,000,000,-
298535.1
26
q
(e) not more than $10,000,000 of obli
issued b the Cit durin this.calendar y ear 1995 . have
been.desi for purposes of'Section 265(b)(3) of
the Code; and
the a face a mount of the Bonds doe
not exceed $10,000,000.
The -Cit shall use its best e fforts to compl with an federal
p r oc e dural re which ma appl in order to effectuate,
the desi made b this para g raphO
32. Suppleme Resolutio The Prior Resolution is
hereb supplemented to the extent necessar to g ive effect to the
provisions of this resolution.
33. -Severabilit If an section, para or
provision of this resolution shall be heid.to be invalid or
unenforceable for an reason, the invalidit or unenforceabilit
o such section, par .or provision shall not affect an of
the remainin provisions of this re s olution.
34. Head ings. Headin in this resolution are
included for co of reference onl and are not apart
hereof, and shall not limit or define the meanin of an
provision hereof 0
The motion for the adoption of the fore resolution
was dul seconded b member and, after a full
discussion th and upo a vote bein taken thereon, the
followin voted in favor thereof:
and the followin voted a the same:
whereupon said resolution was declared dul passed and
adopted.
298535.1 2 7
J
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION TAX INCREMENT BONDS OF 1989
CITY OF MAPLEWOOD,
RAMSEY COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that b order of the Cit Council of the
Cit of Maplewood, Ramse Count Minnesota, there have been
called for redemption and prepa on
Februar 1, 1999
those outstandin bonds of the Cit desi as General
Obli Tax Increment. Bonds of 1989, dated November 1, 19891
havin stated maturit dates in the y ears 2000 throu 2009, and
totallin $1,175,000 in principal amount. The bonds are bein
called at a price of par plus accrued interest to F 1,
1999, on which date all interest on said bonds will cease to
accrue.. Holders of the bonds hereby called for redemption are
re to present their bonds for pa at Norwest Bank
Minnesota, National Association (as successor to, Mar Bank
Minneapolis, National Association) , if b mail to: Corporate
Trust operations, Sixth and Mar Avenue, or. if in person to:
Corporate Trust Bond Window, 608 Second Avenue South, 4th Floor,
suite 460, in Minneapolis, Minnesota 55479-0113, on or before
Feb 1, 1999.
Dated: Au 24, 1995.
BY ORDER OF THE CITY
COUNCIL
Isl Lucille Aurelius
Clerk
i mportant Notice: Under the Interest and Dividend Compliance Act
of 1983, 310 will be withheld if tax identification is not
properl certif ied.
Additional information
ma be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Place
Suite 100
St. Paul, Minnesota 55101-2143
Telephone No.: (612) 223-3000
298535.1