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HomeMy WebLinkAbout1994 02-24 City Council Special Meeting PacketAGENDA MAPLEWOOD CITY COUNCIL 4:00 P.M., Thursday, February 24, 1994 Council Chambers, Municipal Building Meeting No. 94 -04 A. CALL TO ORDER B. PLEDGE OF ALLEGIANCE C. ROLL CALL D. APPROVAL OF AGENDA E. AWARD OF BIDS 1. 1994 Open Space Bonds F. ADJOURNMENT AGENDA NO* AGENDA REPORT TO Cit Mana FROM: Finance Director lefl�ttz-� RE: BID AWARD ON 1994 BONDS DATE: Februar 14 , 1994 on Januar 10th the Council g ave preliminar approval for the sale of $5,000,,000 Open Space Bonds,, Additional information is in the attached report. The bids on these bonds are scheduled to be o pened ened at 11*00 a,m. on Thursda Februar 24th. The bid award b the Council is scheduled for 4.*00 p.m. at a special Council meetin on Thursda y Februar 24 A recommendation re the bid award will be made at the Council meetin b Dan Hartman of Sprin Incorpo At that time, the attached resolution should be adopted. W:\AGN\94BDS AGENDA NO `= 1'O: City Manager FROM: RE: DATE: AGENDA REPORT Finance Director Xi d i - f ? F �� RcJ ected.. D-t P4M. LLMON PROVIDING FOR THE SALE OF OPEN SPACE1 NDS January 3, 1994 PROPOSAL It is proposed that (a) the City Council approve the attached resolution which ,provides that Springsted Incorporated be authorized to solicit bids for the issuance of $5,000,000 Open Space Bonds, (b) a rating on the bonds be obtained from Moody's Investors Service - but not Standard and Poor's Incorporated and (c) a special Council meeting be scheduled for 4:30 p.m. on Thursday, February 24 for the bid award on the bond sale. BAC KGROUND City voters authorized the issuance of these bonds at a referendum held on November 2, 1993. It was anticipated that these bonds would require a property tax levy of $436,895 payable in 1995 with subsequent annual property tax levies of approximately the same amount until the bonds are retired in the year 2014. The latest financial projections indicate that the property tax levy payable in 1995 will be $429,435. The lower annual property tax levy is due primarily to lower anticipated interest costs on the bonds. Since 1983 city bond issues have been rated by Moody's Investors Service and Standard and Poor's (S & P) Incorporated. Prior to 1983, city ond issues were rated o b Moo � �� Ci staff requested a rating from S & P in 19.83 because Moody's unfairly reduced the . ci ' bond rating in 1982 from Al to A. In 1983 Moody's again gave the city's bonds an A satin g but S & P gave the city's bonds an AA- rating. In 1986 Moody's increased their rating on city bonds to Al and in 1989 increased the rating to Aa. However, S & P has not increased the city bond rating since 1983. Since the Moody's rating is higher than the S & P rating it's nonsensical to pay S & P a fee of $5,900 to obtain a rating that is lower than Mood 's iall since most Moody y cities our .size only have a rating from Moody's. The S & P rating was beneficial in the past because it was higher than Moody's rating. Springsted Incorporated concurs with the recommendation that Maplewood discontinue the practice of obta g a rating from S & P. a r Agenda Report - Resolution Providing for the Sale of Open Space Bonds January 3, 1994 Page 2 The attached eight -page report prepared by Springsted Inc.. provides additional information. It 41sol a bid award on the bond sale at a special Council meeting t 4 :34 P.M. on � P Thursday, February 24th. REC It is recommended that (a) the City Council approve the attached resolution which provides that Springsted Incorporated be authorized to solicit bids for the issuance of $5,000,000 Open Space Bonds, (b) a rating on the bonds be obtained from Moody's Investors Service but not Standard and Poor's Incorporated and (c) a special Council meeting be scheduled for 4:30 p.m. on Thursday, February 24 for the bid award on the bond sale. w: AGM9aBOxns Recommendations For City of Maplewood, Minnesota $5 General Obligation Open Space Bonds, Series 1994A Study No. M740811 SPRINGSTED Incorporated January 3,1994 ,r SPRINGSTED 120 South Sixth Street PUBLIC FINANCE ADVISORS Suite 2507 Minneapolis, MN 55402.1800 (612) 333 -9177 Fax: (612) 349 -5230 Horne Office 85 East Seventh Place Suite 100 16655 West Bluemound Road Saint Paul, MN 55101 -2143 (612) 223 -3000 Suite 290 Brookfield, WI 53005 -5935 Fax: (612) 223 -3002 (414) 782 -8222 Fax: (414) 782 -2904 6800 College Boulevard • Suite 600 Overland Park, KS 66211 -1533 (913) 345 -8062 Fax: (913) 345.1770 December 29, 1993 1800 K Street NW Suite 831 Washington, DC 20006 -2200 (202) 466 -3344 Fax: (202) 223 -1362 .Mayor Gary Bastian Members, City Council Mr. Michael. McGuire, City Manager Mr. Dan Faust, Finance Director City of Maplewood 1830 East County Road B Maplewood, MN 55109 Re: Recommendations for the Issuance of $5,000,000 General Obligation Open Space Bonds, Series 1994A introduction We respectfully request your consideration of our recommendations for the issuance of these obligations in accordance with the attached Terms of Proposal. Authority and Purpose The Series 1994A Bonds are authorized under provisions of Minnesota Statutes, Chapter 475, and a referendum herd on November 2, 1993. City voters approved, by a vote of 2,344 (yes) to 1,992 (no), the issuance of $5,000,000 of Open Space Bonds. The Bonds are general obligation of the City for which its full faith and credit and unlimited taxing power are pledged. Proceeds of this issue will be used to finance the purchase of land for open space purposes. Acquisition Costs $4 1 904,050 Allowance for Discount Bidding 85,000 Costs of Issuance 30,950 Total Bond Issue $5,000,000 The Series 1994A Bonds Appendix 1 is the recommended maturity schedule for this issue. We recommend these bonds be dated March 1, 1994, and mature each October 1, 1995 through 2014 for a 20 -year bond issue. The maturity schedule has been developed to provide level debt service over the life of the issue. City of Maplewood, Minnesota December 29, 1993 Columns 1 through 6 show the years, amounts of principal, estimated interest and total debt service requirements. Columr 7 shows the estimated tax levy requirements, including the State - required 5% over levy. The City will commence paying interest on these bonds on April 1, 1995, and wii.i make a 1994 levy, for first collection in 1995, to cover this interest payment and the October 1 principal and interest payment due that same year. This cycle will continue for the life of the bond issue. The Bonds will be issued under Minnesota Laws 1991, Chapter 291, Article 1, Section 29, which states that any levy approved at an election for taxes - payable a able in 1993 and thereafter shall be levied against the market value of all taxable property within the City. Therefore, the certified levy will be spread on the taxable market value of ali City taxable property. he ro e • x rty p p rt ta y levy, based on the average annual debt service for this issue, is estimated to be .0318 % of the 1992 taxable market value of the City, or approximately $.32 for each $1,000 of market value. Prepayment Option We recommend the bonds maturing on or after October 1, 2004, be subject to payment in advance of their stated maturity dates as early as October 1, 2003, and on any date thereafter, at a price of par and accrued interest. This call feature will permit the refinancing or prepayment of the bonds if future circumstances warrant. credit Rating A rating application will be made to Moody's Investors Service for this issue. We will provide the rating agency with the necessary data upon which they will make their rating analysis. The rating fee will be, billed directly to the City. Federai Rebate • Arbitrage All tax- exempt bonds are subject to federal arbitrage regulations, including rebating arbitrage profits to the U.S. Treasury. Generally speaking, all arbitrage profits (the yield difference between the earnings on the investments and the yield on the obligations) must be rebated to the U.S. Treasury. There are some exemptions to this rebate requirement which include: (i) A small issuer exemption if the obligations are for governmental purposes and the issuer reasonably expects to issue not more than $5,000,000 tax - exempt obligations during the calendar year. (ii) A six -month exemption if all of the proceeds of the obligations are expended within six months of issuance of the obligations. (iii) An 18 -month expenditure test If at least 15% of proceeds are expended within 6 months, 609 within 12 months and 100% within 18 months. (iv) A two -year expenditure test if at least 75% of the proceeds of the issue are used for construction and if 10% is expended within six months, 45% within 12 months, 75% within 18 months and 100% within two years. For items (iii) and (iv), if it is reasonably required that a retainage be maintained to enforce the completion of a contract, up to 5% of the proceeds may be retained for an additional 12 Page 2 City of Maplewood, Minnesota December 29, 1993 months. Net proceeds subject to these expenditure tests include investment earnings. on the original bond proceeds. According to the Bond Counsel, the City will meet the small issuer requirement for this issue item (r) above, remaining exempt from arbitrage reporting and rebate requirements for the Bonds. It is our understanding the City will be issuing additional obligations in 1994; however, those -Bonds will not be subject to rebate requirements. A 1.993 change in the arbitrage regulations will require special attention be paid to the accumulation and investment of monies in the debt service fund. Investments of funds which exceed a bona fide fund level will have to be restricted to the yield of the bonds. A bona fide debt service fund. is defined as a fund which is used to achieve a proper matching of revenues with principal and interest payments within each bond year and is depleted at least once each bond year except for a reasonable carryover amount which may not exceed the greater of: 1. The earnings on the fund for the preceding bond year; or 2. One- twelfth of the principal and interest payments on the issue for the immediately preceding bond year. Any earnings from a bona fide debt service fund are exempt from rebate. Amounts in a debt service fund in excess of the amount of a bona fide debt service fund are restricted to an investment rate equal to or less than the bond yield and may be invested in market rate obligations, if their yield is at or below the bond yield; in specially restricted State and Local Government Securities (SLGS) issued by the U.S. Treasury; or in eligible tax exempt obligations. A debt service fund can nose its bona fide status when the issuer accumulates too much investment earnings and /or excess tax revenues due to overlevies. It is important to monitor the fund to assure compliance with the new regulations. Reimbursement Regulations The U.S. Treasury has enacted reimbursement regulations to regulate issuers who wish to issue tax- exempt bonds to recover costs of prior expenditures. The reimbursement regulations require that if the issuer proposes to reimburse itself for expenses they paid prior to receipt of bond proceeds, it must have made a declaration of that intent within 60 days of the actual payment of the expense. There are exemptions for architectural and engineering fees and miscellaneous start -up costs. We understand the City is aware of these regulations and will comply as they may relate to, this bond issue. Economic Life The 1993 "final" arbitrage regulations brought all tax - exempt issues into the calculation of "economic life." Previously this requirement was only for private activity bonds. The intent of this requirement is that the Treasury does not want bonds outstanding longer than is necessary, thus creating more tax- exempt bonds in the marketplace than are needed. The general safe harbor for assuring that bonds comply with the regulations is if the average Page 3 City of Maplewood, Minnesota December 29, 1993 maturity of the bonds does not exceed 120° of the economic life of the financed facilities. Land has an economic life of 30 years, 120% of which equals 36 ears. The average maturit of the bonds is 12.78 years. Therefore, the issue is in compliance with the economic life requirement. Bank Ouaiification The 1986 Tax Reform Act provides that :issuers of Tess than $10,000,000 of tax-exempt obligations in a. calendar year of issuance may declare them to be bank - qualified. This designation would permit financial institutions to deduct from income, for federal income tax purposes, interest expense that is allowable to carry and acquire tax - exempt obligations. We understand from Bond Counsel the City wily not meet this qualification and, therefore, the issue cannot be declared bank- qualified. Without that designation this issue will not be as attractive an investment to financial institutions. Therefore, the interest rates. received will be slightly higher than if the issue were designated bank- qualified. We have built that interest rate differential into our estimates of the interest rates used in the attached schedules. Sale Process We recommend this issue be offered for sale on Thursday, February 24, 1994, with proposals received at the offices of Springsted Incorporated at 11:00 A.M. Proposals will be verified and checked for accuracy; we will then present the proposals and our recommendations to the Council at its special meeting at 4:30 P.M. later that day. Proceeds are expected to be available in .mid -March 1994. Respectfully submitted, SPRINGSTED Incorporated me Page 4 APPENDIX I CITY OF MAPLEWOOD, MINNESOTA $5,000,000 G.O. OPEN SPACE BONDS, SERIES 1994A Prepared December 21, 1993 By SPRINGSTED Incorporated Dated: 3- 1 -1994 Mature: 10- 1 First Interest: 4- 1.1995 Year of Year of Annual Interest: Levy Mat, Principal Rates (1) (2) ( ( 1994 1995 40 3.15% 1.995 1996 175 9 000 3,35% 1996 1997 180,000 3955% 1.997 1998 190,000 3.75% 1998 1999 195 3.95% 1999 2000 200 4.10% 2000 2001 210,000 4.20% 2001 2002 220 4o3O% 2002 2003 230 4.40% 2003 2004 240,000 4955% 2004 2005 250,000 4.70% 2005 2006 260,000 4.85% 2006 2007 275,000 4.85% 2007 2008 285,000 4.90% 2008 2009 300,000 5900% 2009 2010 3159000 5.10% 2010 2011 330,000 5.15% 2011 2012 350 5.20% 2012 2013 370 5.20% 2013 2014 385 5.20% TOTALS: 5 3 8 ,136 , 002 8,542,801 Bond Years: Total Annual Interest: Principal 105% Interest 8 Interest of Total (5) (6) (7) 368,986 408,986 429 231 406 , .784 427 225,921 4059921 426,217 219,531 409,531 430 212 407,406 427,775 204,703 404 424 196,503 406 4269828 187,683 407,683 428,067 178,223 408,223 428,634 168,103 408 428,508 157,183 407 427 145,433 405,433 425,705 132,823 407,823 428,214 119 404 424,709 105,520 405,520 425 90,520 405 425,796 74 404,455 424-0678 57 407,460 427,833 39 409,260 429 20 405,020 425,271 3 8 ,136 , 002 8,542,801 Bond Years: 54,096967 Annual Interest: 3 Avg, Maturity: 12.82 Plus Discount: 65,000 Avg, Annual Rate: 4.893% Net Interest: 3,201 T.I.C. Rate: 4.988% N.I.C. Rate: 4.994% Interest rates are estimates; changes may cause significant alterations of this schedule. The actual underwriter's discount bid may also vary. Page 5 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $5,000,000 CITY OF MAPLEWOOD, MINNESOTA GENERAL OBLIGATION OPEN SPACE BONDS, SERIES 1994A Proposals for the Bonds will be received on Thursday, February 24, 1994, until 11:00 A.M., Central Time, at the offices of 5pringsted Incorporated, 85 East Seventh Place, Suite 1 00, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award Of the Bonds will be by the City Council at 4 :30 P.M., Central Time, of the same day. DETAILS OF THE BONDS The Bonds will be dated March 1, 1994, as the date of original issue, and will bear interest payable on April 1 and October 1 of each - year, commencing April 1, 1995. Interest will be computed on the basis of a 360 -day year of twelve 30 -day months. The Bonds will be issued in the denomination of $5,000 each, Or in integral multiples thereof, as requested by the purchaser, and fully registered as to principal and interest. Principal will be payable at the main corporate Office Of the registrar and interest on each Bond will be payable by check or draft of the registrar mailed to the registered holder thereof at the holder's address as it appears on the books of the registrar as of the close of business on the 15th day of the immediately preceding month. The Bonds will mature October 1 in the years and amounts as follows: 1995 $ 40 2000 $200,000 2005 $250 2010 $315,000 1996 $175 2001 $210,000 2006 $260, 000 2011 $330,000 1997 $180,000 2002 $220,000 2007 $275,000 2012 $350, 000 1998 $190,000 2003 $230 2008 $285 2013 $370,000 1999 $195,000 2004 $240,000 2009 $300,000 2014 $385' OPTIONAL. REDEMPTION The City may elect on October 1, 2003, and on any day thereafter, to prepay Bonds due on or after October 1, 2004. Redemption may be in whole or in part and if in part, at the option of the City and in such order as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the acquisition of land and for the betterment of open space. TYPE OF PROPOSALS Proposals shall be for not less than $4,935,000 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $50,000, payable to the order of the City. If a check is used, it must accompany each proposal. If a Page 6 Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must - be submitted to Springsted Incorporated prior to the opening of the - proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P. M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Sty Bond may be drawn by the City to satisfy De osit Surety on fY the p requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser, In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the .meeting of the City scheduled for. award of the Sands is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 196. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity, No . tY conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true Interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non - substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. Page 7 SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delive ry will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Mor an, g Professional Association, of Saint Paul and Minneapolis, Minnesota, which opinion will be .printed on the Bonds, and of customs closing papers, including i-no-litigation certificate. On ry gp p g the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non - compliance with said terms for payment. OFFICIAL STATEMENT The City has authorised the preparation of an official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly -final Official Statement within the meaning of Rule 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the, City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223 - 3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with an other g Y information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12.. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no tY 9 more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 200 copies of .the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copes of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereb that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the . Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated January 10, 1994 BY ORDER OF THE CITY COUNCIL /s/ Lucille E. Aurelius City Clerk Page 8 a EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL of THE CITY of MAPLEWOOD, MINNESOTA HELD: January 10, 1994 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Maplewood, Ramsey County, Minnesota, was duly held at the City Hall in said City on the 10th day of January, 1994, beginning at o' clock OM. for the purpose in part of authorizing the competitive negotiated sale of the $5,000,000 General Obligation Open Bonds, Series 1994A, of said City. The following Couanc i lmembers were present: and the following were absent: Councilmember introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALE OF $5,000,000 GENERAL OBLIGATION OPEN SPACE BONDS, SERIES 1994A A. WHEREAS, the City Council of the City of Maplewood,. Minnesota, has heretofore determined that it is necessary and expedient to issue the City's $5,,000,000 General Obligation Open Space Bonds, Series 1994A (the "Bonds "), to finance the acquisition of land and for the betterment of open space; and B. WHEREAS, the City has retained Springsted Incorporated, in Saint Paul, Minnesota ("Springsted "), as its ..independent financial advisor for the Bonds and is therefore authorized to sell the Bonds by a competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9): 243768 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Maplewood, Minnesota, as follows: 1. Authorization: Findings The Coun-Zil hereby authorizes Springsted to solicit bids for competitive .negotiated sale of the Bonds. Meeting _bid oven The Council shall meet at the time and place specified in the Terms of Proposal attached hereto as Exhibit A for the purpose of considering sealed bids for, and awarding the sale of,, the Bonds, The City Clerk, or her designee, shall open bids at the time and place specified in such Terms of Propo s a 1. 3 Terms of Prg22sal The terms and conditions of the Bonds and the negotiation thereof are fully set Forth in the "Terms of Proposal" attached hereto as Exhibit A a►nd hereby approved and made a part hereof. 4. Official Statement In connection with said competitive negotiated sale, the officers or employees of the i nivs, City are her ` t-ts-03 participate in the preparation . of an official-statement for the Bonds and to execute and-deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember and, after full discussion thereof and upon a vote being taken ther on, the following Councilmembers voted in favor thereof: and the following voted against the sane: Whereupon said resolution was declared duly passed and adopted. 243768 2 STATE of MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD I , the undersigned, being the duly qualified and acting City Clerk of the City of Maplewood, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the_ original thereof on file in my off ice, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to the City's $5,000,000 General Obligation Open space Bonds, Series 1994A. WITNESS my hand as such City Clerk and the seal of the City this 10th day of January, 1994. (SEAL) City Clerk 243768 3 EXH THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON tTS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL =5,000,,000 CITY OF MAPL.EWOOD, MINNESOTA ..GENERAL OBLIGATION OPEN SPACE BONDS, SERIES 1994A Proposals for the Bonds will be received on Thursday, February 24, 1994, until 11 :00 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 4:30 P.M., Central Time, of the same day. DETAILS OF THE BONDS The Bonds will be dated March 1, 1994, as the date of original issue, and will bear interest payable on April I and October 1 of each year, Commencing April I 1995. Interest will be computed on the basis of a 360 -day year of twelve 30-day months. The Bonds will be issued in the denomination of $5,x00 each, or in integral multiples thereof, as requested by the purchaser, and fully registered as to principal and interest. Principal will be payable et the main corporate office of the registrar and interest on each Bond will be payable by check or draft of the registrar mailed to the registered holder thereof at the holder's address as it appears on the books of the registrar as of the close of business on the 15th day of the immediately preceding month. The Bonds will mature October 1 In the years and amounts as follows: 1995 $40,000 2000 $200,000 2005 $250,000 2010 $315,000 1996 $175, 000 2001 $210 2046 $260 2011 $33O 1997 $180000 , 2002 $220 2007 $275 2012 $350, 1998 $190 000 2003 $230,000 2008 $285 2013 $ 1999 $195,000 2004 $240,000 2009 $300,000 2014 $385 OPTIONAL REDEMPTION The City may elect on October 1, 2003, and on any day thereafter, to prepay Bonds due on or after October 1, 2004. Redemption may be in whole or in part and if in part, at the option of the City and in such order as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The .Bonds will be general obligations Of the City for which the City will pledge Its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the acquisition of land and for the betterment of open space. TYPE OF PROPOSALS Proposals shall be for not less than $4,935,000 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit CDeposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $50,000, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted incorporated prior to the opening of the proposals. The Financial Surety Bond must identify owt underwriter whose Deposit is guaranteed by such .Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted incorporated not later than 3 :3 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. in the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award. of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral I ultiples of 5/100 or 1 /8 of 196. Rates rust be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (I) waive non- substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION if the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and. expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services .of the registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT within .40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and. Morgan, Professional Association, of Saint Paul and. Minneapolis, Minnesota, which opinion will be printed on the Bonds, and of customary closing papers, including a no -iiti g ation certificate. On the date of. settlement payment for the. Bonds shall be made in federal, or equivalent, funds Which shall be received at the offices of the City or its designee.-not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City - by reason of the purchaser's non- compliance with said terms for .payment. OFFICIAL STATEMENT The City has authorized the preparation of an official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a ,nearly -final Official Statement within the meaning of Rune 15c2 -12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to safe, any prospective purchaser is referred to p Financial Advisor to the City, Sringsted Incorporated, 85 East Seventh Piace, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223 -3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principai amounts and interest rates of the Bonds., together with any other information required by law, shall constitute a "Final Official Statement" of `the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. By awarding the Bonds. to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide with cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 200 copies of the Official :Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated January 10, 1994 BY ORDER OF THE CITY COUNCIL /s/ Lucille E. Aurelius City Clerk EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL.OF THE CITY OF MAPLEWOOD, MINNESOTA HELD: February 24, 1994 Pursuant to due call and notice. thereof , a special meeting of the City Council of the City of Maplewood, Ramsey County, Minnesota, was duly called and held at the City Hall in said City on Thursday, the 24th day of February, 1994, at 4:3.0 P.M,,, for the purpose of consi.derin bids for, and awarding the competitive negotiated sale of, $5,000,000 General obligation Open Space Bonds, Series 1994A of the City. The following members were present: and the following were absent: The City Clerk presented bids on $5,000,000 General Obligation open Space Bonds, Series 1994A of the City, for which proposals were to be received, opened and tabulated by the City Clerk, or her designee, this day, in accordance with the resolution adopted by the City Council on January 10, 1994. The following proposals were received, opened and tabulated at 11:00 A.M., Central Time, at the offices of Springsted Incorporated, in the presence of the City Clerk, or her designee, on this same day: Bidder Interest Rate True. Interest Cost 254436 The Council then proceeded to consider and discuss the bids, after which member introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING BID ON THE COMPETITIVE NEGOTIATED SALE OF $5,000,000 GENERAL OBLIGATION OPEN SPACE BONDS, SERIES 1994A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Maplewood, Minnesota (the "City ") , has heretofore determined and declared that it is necessary and expedient to issue $5,000,000 General Obligation Open Space Bonds, Series 1994A of the City, pursuant to Minnesota Statutes, Chapters'47.5, to finance the acquisition of land and for the betterment of open space (the "Land" ) ; and B. WHEREAS, pursuant to said determination the City has caused an election to be held on November 2, 1993, at which the electorate approved the issuance of not to exceed $5,000,000 of general obligation bonds for the Land; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Maplewood, Minnesota, as follows: 1. Acceptance of ]Did The bid of (the. "Purchaser"), to purchase $5,,000,000 General Obligation Open Space Bonds, Series 1994A of the City (the "Bonds ", or 0 .individually a "Bond") , in accordance with the terms of proposal, at the rates of :interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable bid received and is hereby accepted, and the Bonds are hereby awarded to said bidder. The City Clerk is directed to retain the deposit of said bidder and to forthwith return to the unsuccessful bidders their good faith checks and drafts. 2. Title; Oriainal Issue Date _Denominations. Maturities. The Bonds shall be titled "General Obligation open Space Bonds, Series 1994A shall be dated March 1, 1994, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds shall mature on October 1 in the years and amounts as follows: t ea Amou Year Amount 1995 $ 40,000 2005 $250,000 1996 175,000 2006 260,000 1997 180,000 2007 275,000 1998 190,000 2008 285,000 254436 2 1999 195,000 2009 300,000 2000 200,000 2010 315,000 2001 210,000 2011 330,000 2,002 220,000 2012 350,000 2003 230,000 2013 3 040 2004 240,000 2014 385,000 3 . Puroose . The Bonds shall -provide funds to finance the Land: The total cost of the Land, which shall include all costs enumerated in Minnesota Statutes, Section 47.5.65, is estimated to be at least equal to the amount of the Bonds. Acquisition of the Land shall proceed with due diligence to completion. 4. Interest The Bonds shall bear semiannually on April 1 and October 1 of eac h "Interest Payment Date ") , commencing April 1, the basis of a 360 -day year of twelve 30 -day respective rates per annum set forth opposite as follows: Maturity .Year Interest Rate Maturity Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 interest payable year each, an 1995, calculated on months, at the the maturity years Interest Rate 5. Re_demotion All Bonds maturing in the years 2004 to 2014, both inclusive, shall be subject to redemption and prepayment at the option of the City on October 1, 2003, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the . principal amounts within each maturity to be redeemed shall be determined by the City; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. 25 "3 3 To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds as many n ers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be .redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,*000 shall be redeemed as shall equal $ 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 dui. executed the g Y y holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. s. Bond Reaistrar in • a is ppointed 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 dui appointed, a1 Y PP 1 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. 7,9 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: 254436 4 UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY CITY OF MAPLEWOOD R- GENERAL OBLIGATION OPEN SPACE BOND, SERIES 19 9 4A INT , �XT MATURITY DATE OF RATE DATE ORIGINAL ISSUE ,CUSIP MARCH 1, 1994 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Maplewood, Ramsey County, Minnesota (the "Issuer "), ce rtifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on April 1 and October 1 of each year (each, an "Interest Payment Date "), commencing Apri 1, 1995, 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 inter 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 f ifteenth 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 p erson 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 25"36 5 defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH. PROVISIONS. SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED SAND 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, n. regular and. due. form, tae and wanner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of origins 1 1 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. 254436 6 Date of Registration: BOND REGISTRAR' S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resoliution mentioned within . Bond Registrar By Authorized Signature zs "3s Registrable by Payable at: CITY OF MAPLEWOOD, RAMSEY COUNTY, MINNESOTA LAI Facsimile Mayor Zsj Facsimile clerk 7 ON REVERSE OF BOND Redemption All Bonds of this issue (the "Bonds " ) maturing in the years 2004 to 2014, both inclusive, are subject to redemption and prepayment at the option of the Issuer on October 1, 2003, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and if only, part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date . Mailed notice of redemption shall be g iven to the paying agent and to each affected Holder of the Bonds, Selection of Bonds for Redem tion• Eartial JRedemption. 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 0 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 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 a charge, new Bond or charge, Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: Puroose; General Obligation This Bond is one of an issue in the total principal amount of $5,000 000 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 25"36 8 pursuant to a resolution adopted by the City Council of the Issuer on February 24, 1994 (the "Resolution "), for the purpose of providing money to defray the expense of the acquisition of land for open space within the Issuer. This Bond is payable out of the General Obligation Open Space Bonds, Series 1994A 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 dues the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange: Resolution The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal of f ice of the Bond Reg: strar 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 uuon..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 Reg,stered 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. 2s "36 9 Authentication This Bond shall not be valid or become obligatory for any purpose or be entitled to an security y unless the Certificate of Authent hereon shall have been execu by the Bond Registrar, N ot ual xem Ob This Bond has � --. not been designated by the Issuer as a "qu tax -ex ' n � tax-exempt obligation" for purposes of Section 2.65(b) (3) of the Internal Revenue Code of 1.986, as amended. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they Y were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with ri ght of survivorsh and not as tenants in common UTMA " as custodia f nr ( Cust) under the (State) Transfers to Minors Act (Minor Uniform Additional abbreviations may also be used though not in the above list. 254436 10 ASSIGNMENT For value received, assigns and transfers unto hereby irrevocably constitute attorney to transfer the Bond registration thereof , with fu: premises, Dated: the undersigned hereby sells, the within Bond and does and appoint on the books kept f or the 11 power o f subst itution in the Notice The assi nor' sig nature to th is assignment must correspond with the name as it appears upon the fac of the within Bond. in eve articular, without ever p , alteration or any change whatever. Signature Guaranteed: S ignature(s) must be guaranteed b a nat bank o Y r trust company or by a brokerage firm having a membershi p in one of the major stock exchanges or any other "Eligible Guarantor Institution" as .defined in 17 CFR - 2 4 0.17 Ad-15( .The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee is provided. �' requested below _Name and Address: (Include information for all joint owners if the Bond is held by Jo account. ) 254436 11 Se Execution; Temoorary Bonds The Bonds shall be executed on behalf of the City by the signatures of its May and Clark and be sealed with the seal of the City; provided, however -t hat the seal of the City may be a printed facsimile; and provided further that both of such signatures may be. p rinted - y p fa csimiles and the corporate seal may be omitted on the Bonds as Permitted by law. In the event of disabil or rest. ation o Y � r other absence of either such officer, the Bonds may be signed by the manual or f acsimi le signature of that offi who may act on behalf of such absent or disabled officer. In case either such o fficer whose signature or facs of whose signature shall 11 appear on the Bonds shall cease to be such officer before the de livery of the Bonds, such signature or f nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until del The Cit 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 o reflect ore � • � m than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopi facs signatures of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definit bonds and the execution thereo be exchanged therefor and canceled. 90 Authentication No Bond shall be valid or obligatory for any purpose or be entitled to an security benef Y y or b under this resolution unless a Certificate of Auth entication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by Y an author . representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be s b the sam erson. g y p The Bond Registrar shall authenticate the signatures of off icers of the City on each Bond b execution of the Certificate Y 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 he orig Bon g Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue which date i. . � s March 1, 1994 The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. lo. Reaistration: Transfer;, Exchange The City will cause to be kept at the principal office of the Bond Registrar a bond re . ister g. g i which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute g , y cute 254436 12 cif necessary), and the Bond Registrar shall authenticate, insert the date of registration has provided in paragraph 9) of , and deliver, in the name of the designated trans or transferees,, One or more new Bonds of any authorized denomination or denom inations of a like aggregate pr incipal amount, having the same stated �aaturty 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 sim ilar designation. At the option of the Holder, Bonds may be exchanged for Bond of any authorized denomination or denominations of a like aggregate , vrnryn rem A wt! 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 he exchange is g g 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 overnmental charge payable g g 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 ermit the Bond Registrar p g to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. 11. Riahts.Uoon Transferor Exchange Each Bond delivered upon transfer of or in exchange for or in lieu of any Y other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 36 13 12,o interest Pamen,;tecord 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 Y becomes available for payment of the defaulted. interest. Notice of the Special Record Date shall be given by the Bond Re istrar g to the Holders not less than ten (10) days pr to the Special Record Date, 13. Treatment of Registered Owne 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 Y (subj ect 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-; Aoplc_ ation of Proceeds The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Funds. There is hereby created a capital projects fund to be designated the "Open Space Land Acquisition Fund" to be administered and maintained by the Finance Director in the official financial records of the City. To the Open Space Land Y p p Acqui Fund, there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon and less any amount paid for the Bonds in excess of $4,935,000. From the Open Space Land Acquisition Fund there shall be p aid all costs and expenses of the Land, including the cost of any purchase contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the 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 herein levied or covenanted to be levied. There is hereby created a debt service fund to be designated the "General Obligation Open Space Bonds, Series 1994A Fund" ( the 2S"36 14 "Debt Service Fund ") to be administered and maintained by the Finance Director in the official financial records of the Cit The Debt Service Fund shall maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There are hereby irrevocably ap p p ro riated and pledged to, and there shall be credited to, the Debt Service Fund (a) all accrued interest received upon delivery of the Bonds; (b) all funds paid for the Bonds in excess of $4,935,000o (c) any.collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (d) all funds remaining in the Open Space Land Acquisition Fund after acqu isition of the Land and payment of the costs thereof; e all investment earnings on funds held in the Debt Service Fund; and (f) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Fund. The Debt Service Fund shall be used solely to pay the principal and interest and any premiums f redemption of the Bonds and any other general obl gation bonds of the City hereafter issued by the City and made payable from said account as provided by law, No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2 in addition to the above in an amount not greater than the lesser of five ercent (5%) p 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 Open Space Land Acquisition Fund or Debt Service Fund ( or an Y other city account which will be used to pay principal or interest to become due on the � bonds payable therefrom in excess p y of amounts Which under then-applicable l federal arbitrage .regulations may be invested without regard to Y ield 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 Open Space Land Acquisition Fund and Debt Service Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured b the United State � Y tes or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code "),, 16. Tax .Levv; Coverage Test . To provide moneys for payment of the princip 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 th p p e tax 254436 15 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 1994 1995 .1995 1996 1996 1997 1997 1998 1998 1999 1999 2000 2000 2001 2001 .2002 2002 2003 2003 2004 20104 2005 2005 2006 2`006 2007 2007 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2013 2014 Amount 5 The tax levies are such that if collected in full they, together with estimated collections of. revenues herein led ed for the p g payment of the Bonds, will produce at least f i.ve 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 b p y Minnesota Statutes, Section 475.61 Subdivision 3. 17. Dgfeasance. When all Bonds have been discharged as provided in this paragraph, all led es covenants and p g 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 an Bonds which are • y 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 aid when due, , it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with 'interest r st accrued to the date of such deposit. The City may also discharge its obligations with respect to an prepayable y Bonds called for redemption on any date when they are prepayable accordin g to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full 254436 16 provided that notice of redemption thereof has been dul g iven. The Cit ma also at an time dischar its obli with respect to an Bonds, subject to the provisions of law now or hereaft authorizin and re g ulatin g such action, b de positin irrevocabl in escrow, with a suitable bankin institution q ualified -b law as an escrow a for this purp cash or securities described in Minnesota Statutes,, Section 475,,67, Subdivision 8, bearin interest pa at such times and at such rates -and,maturin on such dates as shall be re subject to sale and reinvestment, to pa all amounts to become due thereon to maturit or,, if notice of redemption as herein r e q uirGd has been dul provided for, to such earlier redemption date. 18.. Com f iance With R se t-Bond-Re lations. The provisions of this para are intended to establish and provide for the Cit compliance with United States Treasur Re Section 1.10 3-18 (the "Reimbursement Re applicable to the "reimbursement proceeds" of the Bonds, bein those portions thereof which will be used b the Cit to reimburse itself for an expenditure which the Cit paid or will have paid prior to the Closin Date (an "Expenditure" T he Cit hereb certifies and/or covenants as follows: (a On or bef ore the date of pa of each Expenditure, the Cit ( or person desi to do so on behalf of the Cit made or will have made a written declaration of the Cit official intent ( a "Declaration") which effectivel (i) states the Cit intention and reasonable expectation to reimburse itself for the pa of the Expenditure out of the proceeds of a subse borrowi (ii) g ives a g eneral and functional description of the propert project or pro to which the Declarat i6on relates and/or identifies a specific fund or account of the Cit and the g eneral functional purpose thereof from which the Expenditure was to be paid (collectivel the "Project") (iii) states the maximum principal amount .of debt expected to be 'issued b the Cit for the purpose of financin the Project and v states specificall that the Declaration is a declaration of official intent under Treasur Re Section 19103-18 provided, however, that no such Declaration shall necessaril have been made with respect to "prel iminar expend itures" f or the Pro def ined in the Reimbursement Regulations to include en or arch itectural expenses and s imilar pref ator expenses which in the a do not exceed 20% of the "issue price" of the Bonds* Notwithstandin the fore with respect to Expenditures made b the Cit prior to 25"36 17 March 2, 1992, the City hereby represents that there exists objective evidence, within the meaning of the Reimbursement Regulations, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing. ( As of the date of each Declaration, there were not and were not thereafter expected to become available sources of City funds which were or were expected to be dedicated or otherwise available on a long -term basis to provide financing for the Expenditure or Project. (c) Each Declarat was made a part - of the publicly available official books, records or proceedings of the City and was continuously available for inspection b y the general public at City.Hall during regular City .hours beginning not later than 30 days after the making of the Declaration and continuing through the date of issuance of the Bonds, as required by the Reimbursement Regulations. (d) Each Expenditure, other than the costs of issuing the Bonds, is a capital expenditure, that is, a cost of a type that is properly chargeable to a capital account (or would be with a proper election) under general federal income tax principles. (e) The "reimbursement allocation" described in the Reimburs Regulations for each Expenditure shall and wi ll be made forthwith following ( not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of one year after payment of the Expenditure or one year after the date on which the Project to which the :Expenditure relates is first placed in service. {f) Each such reimbursement allocation will be evidenced by an entry on the official books or records of the City maintained for and in connection with the Bonds and wi Ex p enditure specifically identify the actual prior E enditure i P or Project or, , in the case of the reimbursement of a particular fund or account described in the applicable Declaration, P aration the fund or account from which the Expenditure was paid. (g) The City is unaware of any facts or circumstances which would cause it to question the reasonability or accuracy of the content of this paragraph or of any of the Declarations, or its compliance with any of the covenants here or therein, inc luding without limitation the City's failure to issue alif in � y g reimbursement bonds for costs for which it has made 254436 18 declarations of official intent, absent extraordinary and unforeseeable circumstances of the kind described in the Reimbursement Regulations. 19. General - Obligation Pledge For the prompt and i lu.�.Nw�nwwrw�i�ww� 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 def shall be prompt 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 suff icient balance is availabl therein. 20,o Certificate of Registration,, The Clerk is hereby directed to f ile a certified copy of this resolution with the County Auditor of Ramsey County, Minnesota, together with such g 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. 21. Records and Certif ica, tes . The officers of the City are hereby authorized and directed to re are and furnish to P P the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and p P g records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits certificates and inf ormatlon 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 o certified r as otherwise known to them, and all such certifi cop certificates and affidavits, including n heretofore furnished, g Y shall be deemed representations of the City as to the facts recited therein. 22. Negative Covenant AM.-to Use of Proceeds and Land. The City hereby covenants not to use the roceeds of the e Bonds or to use the Land, or to cause or permit them to be used, or to i nt o any deferred payment arrangements for the cost of the Land, 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. 23. Tax -Exem t tatus 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) r • ( �e , requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield 254436 19 greater than the y ield on the Bonds,, and (3) the rebate of excess investment earnin to the United -States. if the Bonds (to with other obli reasonabl expected I to be issued and o . utstandi at one .time in this calendar y ear) exceed the small-issuer except amount of $5,,000,000. For purposes of qualif for the exception to the federal arbitra rebate re for governmental units issuin :$5,000,,000 or less of bonds, the Cit hereb finds, determines and declares that (1). the Bond s are , issued b a g overnmental unit with g eneral taxin powers, ( 2 ) to Bond is a private activit bond, ( 3 ) ninet 'f ive percent (95% or more of the n et proceeds.of the Bonds are to be used . ed for local governmental. activities of the Ci t y (or of a g overnmental unit the jurisdiction of which is entirel within the j urisdiction of the Cit and ( 4 ) the a face amount of all tax-exempt .bonds (other than private activit bonds issued b the Cot . all subo entities thereof,, and all entities treated as one issuer with the Cit durin the calendar y ear in which the Bonds are issued and outstandin at one time is not reasonabl expected to exceed $51000,,000, all within the meanin of Section 1 4 8 ( f ) ( 4. ) (P) of the Code 24* No Desi of Qua,lified.Tax-Exe Obli The. Bonds exceed in amount those which ma be .. q ualif ied as " if ied tax 4 � * ex:..mpt obli within the meanin of Section 265 ( 3 ) of the Code, and hence are not desi for such purpose, 2510 Se If an section, para or 0 provision of this resolution shall be held to be inval or unenforceable for an reason invalidit or ., the 1 unenforceabilit of such section, para or provision shall not affect an of the remainin provis ions of this resolution. 26. Headings* Headin in this included for convenience of reference onl hereof, and shall not limit or define the provision hereof, resolution are and are not a part meanin of an 25"36 20 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. 254436 21 STATE OF MINNESOTA COUNTY OF RAMSEY = - CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Clerk of the City of Maplewood, Minnesota, DO HERESY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in m office and that the y , same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering bids for, and awarding the competitive negotiated sale of $5,000,.000 General Obligation Open Space Bonds, Series 1994A of said City. WITNESS my hand and the seal of said City this 24th day of February, 1994. (S I EAL) 254436 Clerk 22