HomeMy WebLinkAbout2017-04-10 City Council Meeting Minutes MINUTES
MAPLEWOOD CITY COUNCIL
7:00 P.M. Monday, April 10, 2017
City Hall, Council Chambers
Meeting No. 07-17
A. CALL TO ORDER
A meeting of the City Council was held in the City Hall Council Chambers and was called to
order at 7:03 p.m. by Mayor Slawik.
Mayor Slawik reported that Rose Newpower, a Maplewood resident, turned 102 today and
proclaimed today as Rose Newpower Day in Maplewood.
Mayor Slawik reported that the police department won the Kid City Joke Swap that took
place at the Maplewood Community Center on Saturday, April 1, 2017. Councilmember
Smith, Councilmember Xiong and City Manager Coleman gave additional information about
the Kid City Event.
B. PLEDGE OF ALLEGIANCE
C. ROLL CALL
Nora Slawik, Mayor Present
Marylee Abrams, Councilmember Present
Kathleen Juenemann, Councilmember Present
Bryan Smith, Councilmember Present
Tou Xiong, Councilmember Present
D. APPROVAL OF AGENDA
The following items were added to the agenda under Appointments and Presentations,
Council Presentations:
Rush Line Hearing
Councilmember Abrams moved to approve the agenda as amended.
Seconded by Councilmember Smith Ayes — All
The motion passed.
E. APPROVAL OF MINUTES
1. Approval of March 27, 2017 City Council Workshop Minutes
Councilmember Abrams moved to approve the March 27, 2017 City Council Workshop
Minutes as submitted.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
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2. Approval of March 27, 2017 City Council Meeting Minutes
Councilmember Xiong moved to approve the March 27, 2017 City Council Meeting Minutes
as submitted.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
F. APPOINTMENTS AND PRESENTATIONS
1. Administrative Presentations
a. Council Calendar Update
City Manager Coleman gave the update to the council calendar.
Staff was requested to report on public works information related to funding,
department growth, and how public works communicates activities such as street
sweeping, road repair, etc. at an upcoming City Council Meeting.
b. Approval of the 2016 Community Design Review Board Annual Report
Commissioner Kempe addressed the council to give the 2016 Community Design
Review Board annual report.
Councilmember Juenemann moved to approve the 2016 Community Design Review
Board Annual Report.
Seconded by Councilmember Xiong Ayes — All
The motion passed.
2. Council Presentations
Rush Line Hearing
Mayor Slawik reported that a Rush Line Hearing will be held on Thursday, April 27, 2017 at
Our Redeemer Lutheran Church located at 1390 Larpenteur Avenue E. The City of
Maplewood will have a presentation on Rush Line at the April 24, 2017 City Council
Workshop Meeting.
Maplewood Community Center Blood Drive
Councilmember Juenemann reported that a blood drive will be held at the Maplewood
Community Center on April 20, 2017.
G. CONSENT AGENDA
Councilmember Juenemann requested agenda item G4 be highlighted. Mayor Slawik
requested agenda item G5 be highlighted.
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Councilmember Abrams moved to approve agenda items G1-G5.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
1. Approval of Claims
Councilmember Abrams moved to approve the approval of claims.
ACCOUNTS PAYABLE
$ 485,372.79 Checks # 99406 thru #99450
dated 03/28/2017
$ 345,730.23 Disbursements via debits to checking account
dated 03/20/17 thru 03/24/17
$ 415,240.04 Checks #99451 thru #99486
dated 04/04/17
$ 518,542.77 Disbursements via debits to checking account
dated 03/27/17 thru 03/31/17
$ 1,764,885.83 Total Accounts Payable
PAYROLL
$ 516,259.00 Payroll Checks and Direct Deposits dated 03/24/17
$ 1,620.88 Payroll Deduction check # 99102647 thru # 99102650 dated 03/24/17
$ 517,879.88 Total Payroll
$ 2,282,765.71 GRAND TOTAL
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
2. Approval of MOU between the City of Maplewood and Minnesota Food
Association for the Harvest Park Farm Training Program
Councilmember Abrams moved to approve the Memorandum of Understanding between the
City of Maplewood and Minnesota Food Association for the Harvest Park Farm Training
Program and authorize the MOU to be signed by the City Manager.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
3. Approval of Cooperative Agreement with Ramsey County and City of Little
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Canada, Keller Parkway Resurfacing between County Road C and Arcade
Street, Project 17-04
Councilmember Abrams moved to approve the cooperative agreement with Ramsey
County and City of Little Canada for the resurfacing of Keller Parkway between County
Road C and Arcade Street, Project 17-04.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
4. Approval of the April 22, 2017 Spring Clean Up Event
Environmental Specialist Swanson gave the staff report and answered questions of the
council.
Councilmember Abrams moved to approve the 2017 Spring Clean Up Event scheduled for
Saturday, April 22 from 8 a.m. to 1 p.m. at Aldrich Arena, 1850 White Bear Avenue.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
5. Approval of Donation of Two Surplus Taser Devices to the Minnesota Humane
Society in Lieu of Compensation for Performance of Potentially Dangerous and
Dangerous Dog Hearings
Police Chief Schnell gave the staff report. Keith Streff, Senior Humane Agent for the
Minnesota Animal Humane Society addressed the council to give information about the
services they provide.
Councilmember Abrams moved to approve the donation of two surplus Taser devices to the
Minnesota Animal Humane Society in lieu of compensation for performance of potentially
dangerous and dangerous dog hearings.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
H. PUBLIC HEARINGS
None
I. UNFINISHED BUSINESS
1. Consider Approval of Resolution Providing for the Issuance and Sale of General
Obligation Bonds, Series 2017A
Finance Director Paulseth introduced the staff report. Terri Heaton, Senior Vice President
with Springsted gave the report on Issuance and Sale of General Obligation Bonds, Series
2017A.
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Councilmember Abrams moved to approve the resolution providing for the Issuance and
Sale of$4,075,000 General Obligation Bonds, Series 2017A, Pledging for the Security
Thereof Special Assessments and Tax Abatement and Levying a Tax for the Payment
Thereof.
Resolution 17-04-1445
Resolution Providing for the Issuance and Sale of$3,850,000 General Obligation
Bonds, Series 2017A, Pledging for the Security Thereof Special Assessments and
Tax Abatements 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
$3,850,000 General Obligation Bonds, Series 2017A (the "Bonds" or individually a "Bond"),
pursuant to Minnesota Statutes, Chapter 475 and pursuant to: (i) Chapter 429 to finance
various street improvement projects within the City (the "Improvements") (the "Improvement
Portion"); and (ii) Chapter 469.1812 through 469.1815, particularly Section 469.1814 (the
"Abatement Project") (the "Tax Abatement Portion") to finance public improvements to the
Maplewood Community Center building and Nature Center (together, with the
Improvements and the Abatement Project, the "Project"); and
B. WHEREAS, on March 27, 2017, following duly published notice thereof, the
Council held a public hearing on the proposed abatement to finance the Abatement Project
and all persons who wished to speak or provide written information relative to the public
hearing were afforded an opportunity to do so; and
C. WHEREAS, the City has heretofore established a tax abatement program
(the "Program") pursuant to the provisions of Minnesota Statutes, Sections 469.1812
through 469.1815, with respect to providing for the abatement of property taxes for a period
of ten years on various properties in the City, as described in the Resolution adopted by the
City Council on March 16, 2017, approving the Program (the "Abatement Resolution"); and
D. WHEREAS, the amount of the property taxes abated are estimated to be at
least equal to the principal amount of the Tax Abatement Portion of the Bonds and pursuant
to the provisions of the Abatement Resolution, funds are to be expended to provide money
to pay for the Abatement Project; and
E. WHEREAS, the Improvements and all their components have been ordered
prior to the date hereof, and have been or will be constructed by the City under contracts
which the City has or will let, all pursuant to and in accordance with the applicable
provisions of Minnesota Statutes, Chapter 429; and
F. WHEREAS, the City has retained Springsted Incorporated, in St. Paul,
Minnesota ("Springsted"), as its independent financial advisor for the sale of the Bonds and
was therefore authorized to sell the Bonds by private negotiation in accordance with
Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds
have been solicited by Springsted; and
G. WHEREAS, the proposals set forth on Attachment A attached hereto were
received by the City Manager, or designee, at the offices of Springsted, at 10:00 a.m. this
same day pursuant to the Terms of Proposal established for the Bonds; and
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H. WHEREAS, it is in the best interests of the City that the Bonds be issued in
book-entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Maplewood,
Minnesota, as follows:
1. Acceptance of Proposal. The proposal of Robert W. Baird & Co., Inc. in
Milwaukee, Wisconsin (the "Purchaser"), to purchase the Bonds, in accordance with the
Terms of Proposal established for the Bonds, at the rates of interest hereinafter set forth,
and to pay therefor the sum of$4,035,302.06, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal received, is hereby
accepted and the Bonds are hereby awarded to the Purchaser. The Finance Director is
directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful
bidders any good faith checks or drafts.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option.
The Bonds shall be dated May 11, 2017, as the date of original issue and shall be
issued forthwith on or after such date in fully registered form, 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") and shall mature on
February 1 in the years and amounts as follows:
Year Amount Year Amount
2019 $265,000 2025 $315,000
2020 $275,000 2026 $325,000
2021 $280,000 2027 $335,000
2022 $285,000 2028 $345,000
2023 $295,000 2030 $315,000
2024 $305,000 2033 $510,000
As may be requested by the Purchaser, one or more term Bonds may be
issued having mandatory sinking fund redemption and final maturity amounts
conforming to the foregoing principal repayment schedule, and corresponding
additions may be made to the provisions of the applicable Bond(s).
(b) Allocation. $2,155,000 of the Bonds is allocated to the Improvement
Portion issued to finance the Improvements and $1,695,000 of the Bonds is
allocated to the Tax Abatement Portion issued to finance the Abatement Project,
maturing in each of the years and amounts hereinafter set forth:
Improvement Tax Abatement
Portion Portion Total
Year Amount Amount Amount
2019 $115,000 $150,000 $265,000
2020 120,000 155,000 275,000
2021 125,000 155,000 280,000
2022 125,000 160,000 285,000
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Improvement Tax Abatement
Portion Portion Total
Year Amount Amount Amount
2023 130,000 165,000 295,000
2024 135,000 170,000 305,000
2025 140,000 175,000 315,000
2026 145,000 180,000 325,000
2027 145,000 190,000 335,000
2028 150,000 195,000 345,000
2029 155,000 155,000
2030 160,000 160,000
2031 165,000 165,000
2032 170,000 170,000
2033 175,000 175,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of
debt service (and hence allocated to the payment of Bonds treated as relating to a
particular portion of debt service) as provided in this paragraph. If the source of
prepayment moneys is the general fund of the City, or other generally available
source, including a tax levy, the prepayment may be allocated to any portion of debt
service in such amounts as the City shall determine. If the source of the
prepayment is special assessments pledged to the Improvements, the prepayment
shall be allocated to the Improvement Portion of debt service. If the source of a
prepayment is abatements pledged to the Abatement Project, the prepayments shall
be allocated to the Tax Abatement Portion of debt service.
(c) Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of
its successors or its successors to its functions hereunder (the "Depository") will act
as securities depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in
book entry form only (the "Book Entry Only Period"), shall at all times be in the form
of a separate single fully registered Bond for each maturity of the Bonds; and for
purposes of complying with this requirement under paragraphs 5 and 10 Authorized
Denominations for any Bond shall be deemed to be limited during the Book Entry
Only Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a
bond register maintained by the Bond Registrar (as hereinafter defined) in the name
of CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar
shall have any responsibility or obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds Bonds as securities depository
(the "Participant") or the person for which a Participant holds an interest in the
Bonds shown on the books and records of the Participant (the "Beneficial Owner").
Without limiting the immediately preceding sentence, neither the City, nor the Bond
Registrar, shall have any such responsibility or obligation with respect to (A) the
accuracy of the records of the Depository, the Nominee or any Participant with
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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
Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote
or consent of any Holder under this Resolution, the City may, however, rely upon an
omnibus proxy under which the Depository assigns its consenting or voting rights to
certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the
Depository to be the absolute owner of the Bonds for the purpose of payment of the
principal of and premium, if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other matters with respect to the Bonds, for the purpose
of obtaining any consent or other action to be taken by Holders for the purpose of
registering transfers with respect to such Bonds, and for all purpose whatsoever.
The Bond Registrar, as paying agent hereunder, shall pay all principal of and
premium, if any, and interest on the Bonds only to the Holder or the Holders of the
Bonds as shown on the bond register, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum
or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written
notice to the effect that the Depository has determined to substitute a new Nominee
in place of the existing Nominee, and subject to the transfer provisions in paragraph
10 hereof, references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all
payments with respect to the principal of and premium, if any, and interest on such
Bond and all notices with respect to such Bond shall be made and given,
respectively, by the Bond Registrar or City, as the case may be, to the Depository
as provided in the Letter of Representations to the Depository required by the
Depository as a condition to its acting as book-entry Depository for the Bonds (said
Letter of Representations, together with any replacement thereof or amendment or
substitute thereto, including any standard procedures or policies referenced therein
or applicable thereto respecting the procedures and other matters relating to the
Depository's role as book-entry Depository for the Bonds, collectively hereinafter
referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations
and shall be effected by procedures by the Depository with the Participants for
recording and transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided
to the Holders pursuant to this Resolution by the City or Bond Registrar with respect
to any consent or other action to be taken by Holders, the Depository shall consider
the date of receipt of notice requesting such consent or other action as the record
date for such consent or other action; provided, that the City or the Bond Registrar
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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 fifteen calendar days in advance of such special
record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties
under this Resolution and any paying agency/bond registrar agreement, shall agree
to take any actions necessary from time to time to comply with the requirements of
the Letter of Representations.
(d) 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 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 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 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of
paragraph 10.
(e) Letter of Representations. The provisions in the Letter of
Representations are incorporated herein by reference and made a part of the
resolution, and if and to the extent any such provisions are inconsistent with the
other provisions of this resolution, the provisions in the Letter of Representations
shall control.
3. Purpose. The Improvement Portion and the Tax Abatement Portion shall
provide funds to finance the Project. The total cost of the Project, which shall include all
costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal
to the amount of the Bonds. The City covenants that it shall do all things and perform all
acts required of it to assure that work on the Project proceeds with due diligence to
completion and that any and all permits and studies required under law for the Project are
obtained.
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4. Interest. The Bonds shall bear interest payable semiannually on February 1
and August 1 of each year (each, an "Interest Payment Date"), commencing February 1,
2018, calculated on the basis of a 360-day year of twelve 30-day months, at the respective
rates per annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2019 3.00% 2025 3.00%
2020 3.00% 2026 3.00%
2021 3.00% 2027 3.00%
2022 3.00% 2028 3.00%
2023 3.00% 2030 3.00%
2024 3.00% 2033 3.00%
5. Redemption. All Bonds maturing on February 1, 2027 and thereafter, shall
be subject to redemption and prepayment at the option of the City on February 1, 2026, 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 thirty days prior to the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond.
The Bond Registrar shall then select by lot, using such method of selection as it shall deem
proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as,
at$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed.
The Bonds to be redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of each such Bond
of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each
number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written
instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by
the Holder thereof or the Holder's attorney duly authorized in writing) and the City shall
execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder
of the Bond, without service charge, a new Bond or Bonds having the same stated maturity
and interest rate and of any Authorized Denomination or Denominations, as requested by
the Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
6. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a
successor-paying agent is duly appointed. Principal and interest on the Bonds shall be paid
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to the registered holders (or record holders) of the Bonds in the manner set forth in the form
of Bond and paragraph 12.
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:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R- $
GENERAL OBLIGATION BOND, SERIES 2017A
Interest Rate Maturity Date Date of Original Issue CUSIP
% February 1, 20_ May 11, 2017
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
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 February 1, 2018, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum
is paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date
of original issue hereof. The principal of and premium, if any, on this Bond are payable
upon presentation and surrender hereof at the principal office of U.S. Bank National
Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in whose name this
Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer
maintained by the Bond Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month next preceding such Interest Payment
Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable
to the person who is the Holder hereof as of the Regular Record Date, and shall be payable
to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States
of America. So long as this Bond is registered in the name of the Depository or its Nominee
as provided in the Resolution hereinafter described, and as those terms are defined therein,
payment of principal of, premium, if any, and interest on this Bond and notice with respect
thereto shall be made as provided in the Letter of Representations, as defined in the
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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 only be registered in the name of the
Depository or its Nominee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1,
2027 and thereafter, are subject to redemption and prepayment at the option of the Issuer
on February 1, 2026, 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 registered holder of the Bonds at least thirty days prior to the date fixed for
redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be
redeemed in advance of maturity, the Issuer will cause notice of the call thereof for
redemption identifying the Bonds to be redeemed to be mailed to the Bond Registrar and all
Bondholders, at the addresses shown on the Bond Register. All Bonds so called for
redemption will cease to bear interest on the specified redemption date, provided funds for
their redemption have been duly deposited.
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 the Holder's attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar
shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total
principal amount of$3,850,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate, denomination and redemption privilege, issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota and pursuant
to a resolution adopted by the City Council on April 10, 2017 (the "Resolution"), for the
purpose of providing money to finance various public improvement projects, all within the
jurisdiction of the Issuer. This Bond is payable out of the General Obligation Bonds, Series
April 10, 2017 12
City Council Meeting Minutes
2017A 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 in fully
registered form 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 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 office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or the Holder's attorney
duly authorized in writing at the 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 herein 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.
Qualified Tax-Exempt Obligation. This Bond has been designated by the Issuer as
a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
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.
April 10, 2017 13
City Council Meeting Minutes
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 City Manager, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Date of Registration: Registrable by: U.S. BANK NATIONAL
ASSOCIATION
Payable at: U.S. BANK NATIONAL
ASSOCIATION
BOND REGISTRAR'S CITY OF MAPLEWOOD,
CERTIFICATE OF RAMSEY COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the Bonds /s/ Facsimile
described in the Resolution Mayor
mentioned within.
U.S. BANK NATIONAL /s/ Facsimile
ASSOCIATION City Manager
St. Paul, Minnesota
Bond Registrar
By:
Authorized Signature
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
April 10, 2017 14
City Council Meeting Minutes
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.)
8. Execution. The Bonds shall be in typewritten form, shall be executed on
behalf of the City by the signatures of its Mayor and City Manager and be sealed with the
seal of the City; provided, as permitted by law, both signatures may be photocopied
facsimiles and the corporate seal has been omitted. In the event of disability or resignation
or other absence of either officer, the Bonds may be signed by the manual or facsimile
signature of the officer who may act on behalf of the absent or disabled officer. In case
either 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, the signature or facsimile
shall nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery.
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 of May 11, 2017. The Certificate of Authentication
so executed on each Bond shall be conclusive evidence that it has been authenticated and
delivered under this resolution.
10. Registration: Transfer: Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
April 10, 2017 15
City Council Meeting Minutes
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar,
the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the
date of registration (as provided in paragraph 9) of, and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor; provided, however, that no
Bond may be registered in blank or in the name of"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity,
upon surrender of the Bonds to be exchanged at the 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 the Holder's 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
Finance Director is hereby authorized to negotiate and execute the terms of said
agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or
in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the fifteenth 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
April 10, 2017 16
City Council Meeting Minutes
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 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) 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 is hereby created a special fund to be
designated the "General Obligation Bonds, Series 2017A Fund" (the "Fund") to be
administered and maintained by the Finance Officer as a bookkeeping account separate
and apart from all other funds maintained in the official financial records of the City. The
Fund shall be maintained in the manner herein specified until all of the Bonds and the
interest thereon have been fully paid. There shall be maintained in the Fund two (2)
separate accounts, to be designated the "Construction Account" and "Debt Service
Account", respectively.
(a) Construction Account. To the Construction Account there shall be
credited the proceeds of the sale of the Bonds, less capitalized interest, 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 Account there shall be paid all costs and expenses of making the
Project, and all costs and expenses of the Project, 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. Moneys in the
Construction 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 net revenues, tax abatements, special
assessments, or taxes 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 Account allocated to the Improvement
Portion of the Bonds, such portion may be transferred by the City Council to the
fund of any other improvement instituted pursuant to Minnesota Statutes, Chapter
429, or transferred to the Debt Service Account; and provided further than any
special assessments credited to the Construction Account allocated to the
Improvement Portion of the Bonds, 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; and provided further that if upon completion of the Project
April 10, 2017 17
City Council Meeting Minutes
there shall remain any unexpended balance in the Construction Account, the
balance shall be transferred by the Council to the Debt Service Account.
(b) Debt Service Account. There shall be maintained two separate
subaccounts in the Debt Service Account to be designated the "Improvement Debt
Service Subaccount" and the "Abatement Debt Service Subaccount". There are
hereby irrevocably appropriated and pledged to, and there shall be credited to the
separate subaccounts of the Debt Service Account:
(i) Improvement Debt Service Subaccount. To the Improvement Debt
Service Subaccount there shall be credited: (A) all collections of special
assessments herein covenanted to be levied with respect to the Improvements and
either initially credited to the Construction Account and not already spent as
permitted above and required to pay any principal and interest due on the
Improvement Portion of the Bonds or collected subsequent to the completion of the
Improvements and payment of the costs thereof; (B) collections of all taxes herein
and hereinafter levied for the payment of the Improvement Portion of the Bonds
and interest thereon; (C) City funds in the amount of$46,691.67 sufficient to pay
interest on the Improvement Portion of the Bonds on or before February 1, 2018;
(D) a pro rata share of all funds remaining in the Construction Account after
completion of the Improvements and payment of the costs thereof; (E) all
investment earnings on funds held in the Improvement Debt Service Subaccount;
and (F) any and all other moneys which are properly available and are appropriated
by the governing body of the City to the Improvement Debt Service Subaccount.
The Improvement Debt Service Subaccount shall be used solely to pay the
principal and interest and any premium for redemption of the Improvement Portion
of the Bonds and any other general obligation bonds of the City hereafter issued by
the City and made payable from said subaccount as provided by law.
(ii) Abatement Debt Service Subaccount. To the Abatement
Improvement Debt Service Subaccount there shall be credited: (A) Tax
Abatements in an amount sufficient, to pay the annual principal payments on the
Tax Abatement Portion of the Bonds; (B) collections of all taxes hereinafter levied
for the payment of the Tax Abatement Portion of the Bonds and interest thereon;
(C) a pro rata share of funds in excess of the minimum bid; (D) City funds in the
amount of$36,725.00 sufficient to pay interest on the Tax Abatement Portion of the
Bonds on or before February 1, 2018; (E) a pro rata share of all funds remaining in
the Construction Account after completion of the Abatement Project and payment
of the costs thereof; (F) all investment earnings on funds held in the Abatement
Debt Service Subaccount; and (G) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Abatement
Debt Service Subaccount. The Abatement Debt Service Subaccount shall be used
solely to pay the principal and interest and any premium for redemption of the Tax
Abatement Portion of the Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said subaccount 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
April 10, 2017 18
City Council Meeting Minutes
the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect,
any proceeds of the Bonds and any sums from time to time held in the Construction
Account, Operation and Maintenance Accounts or Debt Service Account (or any
other City account which will be used to pay principal or interest to become due on
the bonds payable therefrom) in excess of amounts which under then applicable
federal arbitrage regulations may be invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable
"temporary periods" or"minor portion" made available under the federal arbitrage
regulations. Money in the Fund shall not be invested in obligations or deposits
issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such investment would cause the
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Covenants Relating to the Improvement Portion of the Bonds.
(a) 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 the Improvements. The City hereby covenants and
agrees that it will let all construction contracts not heretofore let within one year after
ordering each Improvement financed hereunder unless the resolution ordering the
Improvement specifies a different time limit for the letting of construction contracts.
The City hereby further covenants and agrees that it will do and perform, as soon as
they 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 this
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
this Council will forthwith do all further acts and take all further proceedings as may
be required by law to make the assessments a valid and binding lien upon such
property.
The special assessments have heretofore been authorized. Subject to such
adjustments as are required by 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, including both principal and interest, with interest
at a rate per annum set forth below:
Levy Collection
Improvement Designation Amount Years Years Rate
See Attached Schedule
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.
April 10, 2017 19
City Council Meeting Minutes
(b) Tax Levy; Coverage Test. To provide moneys for payment of the
principal and interest on the Improvement Portion of 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
See Attached Schedule
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the
payment of the Improvement Portion 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 Improvement Portion of the Bonds. The tax levies shall be
irrepealable so long as any of the Improvement Portion 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.
(c) General Obligation Pledge. For the prompt and full payment of the
principal of and interest on the Improvement Portion of 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 Improvement Debt
Service Subaccount is ever insufficient to pay all principal and interest then due on
the Improvement Portion of the Bonds payable therefrom, the deficiency shall be
promptly paid out of any other accounts of the City which are available for such
purpose, and such other funds may be reimbursed without interest from the
Improvement Debt Service Subaccount when a sufficient balance is available
therein.
17. Covenants Relating to the Tax Abatement Portion of the Bonds.
(a) Tax Abatements; Use of Tax Abatements. The Council has adopted
the Abatement Resolution and has thereby approved the Tax Abatements, including
the pledge thereof to the payment of principal on the Tax Abatement Portion of the
Bonds. As provided in the Abatement Resolution, the estimated total amount of the
Tax Abatements, if received as estimated for the full maximum term thereof, is
$1,850,000 and therefore the principal amount of the Tax Abatement Portion of the
Bonds does not exceed the maximum projected amount of the Tax Abatements.
The Council hereby confirms the Abatement Resolution, which is hereby
incorporated as though set forth herein.
(b) Tax Levy; Coverage Test. To provide funds for payment of the
interest on the Tax Abatement Portion of 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:
Levy Years Collection Years Amount
April 10, 2017 20
City Council Meeting Minutes
2017-2031 2018-2032 See attached schedule
The tax levies are such that if collected in full they, together with estimated
collections of Tax Abatements, will produce at least five percent in excess of the
amount needed to meet when due the principal and interest payments on the Tax
Abatement Portion of the Bonds. The tax levies shall be irrepealable so long as any
of the Tax Abatement Portion 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.
(c) General Obligation Pledge. For the prompt and full payment of the
principal of and interest on the Tax Abatement Portion of 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 Abatement Debt Service
Subaccount is ever insufficient to pay all principal and interest then due on the Tax
Abatement Portion of the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other accounts of the City which are available for such purpose, and
such other funds may be reimbursed without interest from the Abatement Debt
Service Subaccount when a sufficient balance is available therein.
18. 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 the Municipal Securities
Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org 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 to the MSRB notice of the
occurrence of certain events with respect to the Bonds in not more than ten (10)
business days after the occurrence of the event, in accordance with the
Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by
the City to provide the annual financial information with respect to the City described
in the Undertaking, in not more than ten (10) business days following such
occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in
this paragraph 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 City Manager or any other officer of the City authorized to act
in their place (the "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)
April 10, 2017 21
City Council Meeting Minutes
consistent with the requirements under the Rule, (ii) required by the Purchaser of
the Bonds, and (iii) acceptable to the Officers.
19. Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this resolution to the
registered holders of the Bonds shall, to the extent permitted by law, cease. The City may
discharge its obligations with respect to any Bonds which are due on any date by
irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the
payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof
in full with interest accrued to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when
they are prepayable according to their terms, by depositing with the Bond Registrar on or
before that date a sum sufficient for the payment thereof in full, provided that notice of
redemption thereof has been duly given. The City may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable
banking institution qualified by law as an escrow agent for this purpose, cash or securities
described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at
such times and at such rates and maturing on such dates as shall be required, 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.
20. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United
States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations")
applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof
which will be used by the City to reimburse itself for any expenditure which the City paid or
will have paid prior to the Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than sixty 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 twenty percent 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 five percent of the proceeds of the Bonds.
April 10, 2017 22
City Council Meeting Minutes
(b) Each Reimbursement Expenditure is a capital expenditure or a cost
of issuance of the Bonds or any of the other types of expenditures described in
Section 1.150-2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith
following (but not prior to) the issuance of the Bonds and in all events within the
period ending on the date which is the later of three years after payment of the
Reimbursement Expenditure or one year after the date on which the Project to
which the Reimbursement Expenditure relates is first placed in service.
(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 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.
21. Certificate of Registration. The City Manager 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 the Auditor shall require, and to obtain the County
Auditor's certificate that the Bonds have been entered in the County Auditor's Bond
Register and the tax levy required by law has been made.
22. 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.
23. Negative Covenant as to Use of Bond Proceeds and Project. The City
hereby covenants not to use the proceeds of the Bonds or to use the Project, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of
the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
24. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without
limitation (i) requirements relating to temporary periods for investments, (ii) limitations on
amounts invested at a yield greater than the yield on the Bonds, and (iii) the rebate of
excess investment earnings to the United States. The City expects to satisfy the eighteen
month expenditure exemption for gross proceeds of the Bonds as provided in Section
1.148-7(d)(1) of the Regulations. The Mayor and/or Finance Director are hereby authorized
and directed to make such elections as to arbitrage and rebate matters relating to the
April 10, 2017 23
City Council Meeting Minutes
Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and
all such elections shall be, and shall be deemed and treated as, elections of the City.
25. 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 2017 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during
this calendar year 2017 have been designated for purposes of Section 265(b)(3) of
the Code;
(f) the aggregate face amount of the Bonds does not exceed
$10,000,000.
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.
26. 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
27. Official Statement. The Official Statement relating to the Bonds prepared
and distributed by Springsted is hereby approved and the officers of the City are authorized
in connection with the delivery of the Bonds to sign such certificates as may be necessary
with respect to the completeness and accuracy of the Official Statement.
28. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
2. Consider Approval of Resolution Providing for the Issuance and Sale of General
Obligation Refunding Bonds, Series 2017B
April 10, 2017 24
City Council Meeting Minutes
Finance Director Paulseth introduced the staff report. Terri Heaton, Senior Vice President
with Springsted gave the report Issuance and Sale of General Obligation Bonds, Series
20178.
Councilmember Abrams moved to approve the resolution providing for the Issuance and
Sale of$3,230,000 General Obligation Refunding Bonds, Series 20178, Pledging for the
Security Thereof Special Assessments and Tax Abatement and Levying a Tax for the
Payment Thereof.
Resolution 17-04-1446
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$3,145,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 20178, 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"), hereby determines and declares that it is necessary and expedient to issue
$3,145,000 General Obligation Improvement Refunding Bonds, Series 2017B (the "Bonds"
or individually, a "Bond") pursuant to Minnesota Statutes Chapter 475 to provide moneys
for a crossover refunding of the City's (i) $5,090,000 original principal amount General
Obligation Improvement Bonds, Series 2007B, dated October 15, 2007 (the "Prior 20078
Bonds"), maturing on and after February 1, 2019 (the "20078 Refunding Portion of the
Bonds); and (ii) $4,680,000 original principal amount of General Obligation Improvement
and Refunding Bonds, Series 2009A, dated April 1, 2009 (the "Prior 2009A Bonds")
maturing on and after February 1, 2020 (the "2009A Refunding Portion of the Bonds"); and
B. WHEREAS, $1,900,000 aggregate principal amount of the Prior 2007B
Bonds which mature on and after February 1, 2019 (the "Refunded 2007B Bonds"), is
callable on February 1, 2018 (the "February 1, 2018 Crossover Date"), at a price of par plus
accrued interest, as provided in the resolution adopted on September 24, 2007, authorizing
the issuance of the Prior 2007B Bonds (the "Prior 2007B Resolution"); and
C. WHEREAS, $1,225,000 aggregate principal amount of the Prior 2009A
Bonds which mature on and after February 1, 2020 (the "Refunded 2009A Bonds", and
together with the Refunded 2007B Bonds, the "Refunded Bonds"), is callable on February
1, 2019 (the "February 1, 2019 Crossover Date", and together with the February 1, 2018
Crossover Date, the "Crossover Dates"), at a price of par plus accrued interest, as provided
in the resolution adopted on March 9, 2009, authorizing the issuance of the Prior 2009A
Bonds (the "Prior 2009A Resolution", and together with the Prior 2007B Resolution, the
"Prior Resolutions"); and
D. WHEREAS, the crossover refunding of the Refunded 2007B Bonds on the
February 1, 2018 Crossover Date 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
E. WHEREAS, the crossover refunding of the Refunded 2009A Bonds on the
February 1, 2019 Crossover Date 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
April 10, 2017 25
City Council Meeting Minutes
F. WHEREAS, the City Council hereby determines and declares that it is
necessary and expedient to issue $3,145,000 General Obligation Improvement Refunding
Bonds, Series 2017B (the "Bonds" or individually, a "Bond"), pursuant to Minnesota
Statutes, Chapter 475, and Chapter 429 to provide moneys for a crossover refunding of the
Refunded Bonds; and
G. WHEREAS, the City has retained Springsted Incorporated, in St. Paul,
Minnesota ("Springsted"), as its independent financial advisor for the sale of the Bonds and
was therefore authorized to sell the Bonds by private negotiation in accordance with
Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds
have been solicited by Springsted; and
H. WHEREAS, the proposals set forth on Attachment A attached hereto were
received by the City Manager, or designee, at the offices of Springsted, at 10:00 a.m. this
same day pursuant to the Terms of Proposal established for the Bonds; and
I. WHEREAS, it is in the best interests of the City that the Bonds be issued in
book-entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Maplewood,
Minnesota, as follows:
1. Acceptance of Proposal. The proposal of Robert W. Baird & Co., Inc. in
Milwaukee, Wisconsin (the "Purchaser"), to purchase the Bonds, in accordance with the
Terms of Proposal established for the Bonds, at the rates of interest hereinafter set forth,
and to pay therefor the sum of$3,203,992.78, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal received, is hereby
accepted and the Bonds are hereby awarded to the Purchaser. The Finance Director is
directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful
bidders any good faith checks or drafts.
2. Bond Terms.
(a) Original Issue Date: Denominations: Maturities. The Bonds shall be
dated May 11, 2017, as the date of original issue, shall be issued forthwith on or
after such date in fully registered form, 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") and shall mature, without option of prepayment,
on February 1 in the years and amounts as follows:
Year Amount
2019 $370,000
2020 580,000
2021 590,000
2022 595,000
2023 595,000
2024 205,000
2025 210,000
As may be requested by the Purchaser, one or more term Bonds may be
issued having mandatory sinking fund redemption and final maturity amounts
April 10, 2017 26
City Council Meeting Minutes
conforming to the foregoing principal repayment schedule, and corresponding
additions may be made to the provisions of the applicable Bond(s).
(b) Allocation of Bonds: Allocation of Prepayments to Portions of Debt
Service. The 2007B Refunding Portion of the Bonds in the aggregate principal
amount of$1,910,000 maturing in each of the years and amounts hereinafter set
forth, is issued to refund the Prior 2007B Bonds. The 2009A Refunding Portion of
the Bonds in the aggregate principal amount of$1,235,000 maturing in each of the
years and amounts hereinafter set forth, is issued to refund the Prior 2009A Bonds.
2007B 2009A
Refunding Refunding
Portion of the Portion of the
Bonds Bonds Total
Year Amount Amount Amount
2019 $370,000 $370,000
2020 375,000 $205,000 580,000
2021 385,000 205,000 590,000
2022 390,000 205,000 595,000
2023 390,000 205,000 595,000
2024 205,000 205,000
2025 210,000 210,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of
debt service (and hence allocated to the payment of Bonds treated as relating to a
particular portion of debt service) as provided in this paragraph. If the source of
prepayment moneys is the general fund of the City, or other generally available
source, including a tax levy, the prepayment may be allocated to any of the portions
of debt service in such amounts as the City shall determine. If the source of a
prepayment is special assessments pledged to the Prior 2007B Bonds or the 2009A
Portion of the Bonds, the prepayment shall be allocated to the 2007B Refunding
Portion of debt service or the 2009A Refunding Portion of debt service, as
applicable.
(c) Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of
its successors or its successors to its functions hereunder (the "Depository") will act
as securities depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in
book entry form only (the "Book Entry Only Period"), shall at all times be in the form
of a separate single fully registered Bond for each maturity of the Bonds; and for
purposes of complying with this requirement under paragraphs 5 and 10 Authorized
Denominations for any Bond shall be deemed to be limited during the Book Entry
Only Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a
bond register maintained by the Bond Registrar (as hereinafter defined) in the name
of CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
April 10, 2017 27
City Council Meeting Minutes
(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
Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote
or consent of any Holder under this Resolution, the City may, however, rely upon an
omnibus proxy under which the Depository assigns its consenting or voting rights to
certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the
Depository to be the absolute owner of the Bonds for the purpose of payment of the
principal of and premium, if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other matters with respect to the Bonds, for the purpose
of obtaining any consent or other action to be taken by Holders for the purpose of
registering transfers with respect to such Bonds, and for all purpose whatsoever.
The Bond Registrar, as paying agent hereunder, shall pay all principal of and
premium, if any, and interest on the Bonds only to the Holder or the Holders of the
Bonds as shown on the bond register, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum
or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written
notice to the effect that the Depository has determined to substitute a new Nominee
in place of the existing Nominee, and subject to the transfer provisions in paragraph
10, 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 Letter of Representations to the Depository required by the
Depository as a condition to its acting as book-entry Depository for the Bonds (said
Letter of Representations, together with any replacement thereof or amendment or
substitute thereto, including any standard procedures or policies referenced therein
or applicable thereto respecting the procedures and other matters relating to the
Depository's role as book-entry Depository for the Bonds, collectively hereinafter
referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations
April 10, 2017 28
City Council Meeting Minutes
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 any actions necessary from time to time to comply with the requirements of
the Letter of Representations.
(d) 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 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 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 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(e) Letter of Representations. The provisions in the Letter of
Representations are incorporated herein by reference and made a part of the
resolution, and if and to the extent any such provisions are inconsistent with the
other provisions of this resolution, the provisions in the Letter of Representations
shall control.
April 10, 2017 29
City Council Meeting Minutes
3. Purpose: Refunding Findings.
(a) The 2007B Refunding Portion of the Bonds shall provide funds for a
crossover refunding of the Refunded 2007B Bonds (the "20078 Refunding"). It is
hereby found, determined and declared that the 2007B Refunding is pursuant to
Minnesota Statutes, Section 475.67, Subdivision 13. With respect to the Refunded
2007B Bonds, as of the February 1, 2018 Crossover Date there shall result a debt
service savings of$108,882.57 for the Prior 2007B Bonds computed in accordance
with the provisions of Minnesota Statutes, Section 475.67, Subdivision 12. The
dollar amount of such present value of the debt service for the Prior 2007B Bonds is
lower by at least three percent than the dollar amount of such present value of the
debt service for the Prior 2007B Bonds as required by Minnesota Statutes, Section
475.67, Subdivision 12.
(b) The 2009A Refunding Portion of the Bonds shall provide funds for a
crossover refunding of the Refunded 2009A Bonds (the "2009A Refunding" and
together with the 2007B Refunding, the "Refunding"). It is hereby found, determined
and declared that the 2009A Refunding is pursuant to Minnesota Statutes, Section
475.67, Subdivision 13. With respect to the Refunded 2009A Bonds, as of the
February 1, 2019 Crossover Date there shall result a debt service savings of
$70,856.14 for the Prior 2009A Bonds computed in accordance with the provisions
of Minnesota Statutes, Section 475.67, Subdivision 12. The dollar amount of such
present value of the debt service for the Prior 2009A Bonds is lower by at least three
percent than the dollar amount of such present value of the debt service for the Prior
2009A Bonds as required by 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 February 1,
2018, calculated on the basis of a 360-day year of twelve 30-day months, at the respective
rates per annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate
2019 2.00%
2020 2.00%
2021 2.00%
2022 2.00%
2023 2.00%
2024 2.00%
2025 3.00%
5. No Optional Redemption. The Bonds shall maturing shall not be subject to
redemption and prepayment prior to their stated maturity dates.
6. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a
successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid
to the registered holders (or record holders) of the Bonds in the manner set forth in the form
of Bond and paragraph 12.
April 10, 2017 30
City Council Meeting Minutes
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:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF MAPLEWOOD
R- $
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 2017B
Interest Rate Maturity Date Date of Original Issue CUSIP
February 1, May 11, 2017
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Maplewood, Ramsey County, Minnesota (the "Issuer"), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, in the manner hereinafter set forth, the principal amount specified
above, on the maturity date specified above, without option of prior payment, and to pay
interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing February 1, 2018, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum
is paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date
of original issue hereof. The principal of and premium, if any, on this Bond are payable
upon presentation and surrender hereof at the principal office of U.S. Bank National
Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in whose name this
Bond is registered (the "Holder" or"Bondholder") on the registration books of the Issuer
maintained by the Bond Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month next preceding such Interest Payment
Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable
to the person who is the Holder hereof as of the Regular Record Date, and shall be payable
to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States
of America. So long as this Bond is registered in the name of the Depository or its Nominee
as provided in the Resolution hereinafter described, and as those terms are defined therein,
payment of principal of, premium, if any, and interest on this Bond and notice with respect
thereto shall be made as provided in the Letter of Representations, as defined in the
Resolution, and surrender of this Bond shall not be required for payment of the redemption
price upon a partial redemption of this Bond. Until termination of the book-entry only
system pursuant to the Resolution, Bonds may only be registered in the name of the
Depository or its Nominee.
April 10, 2017 31
City Council Meeting Minutes
No Optional Redemption. The Bonds of this issue (the "Bonds") are not subject to
redemption and prepayment prior to their stated maturity dates.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total
principal amount of$3,145,000, all of like date of original issue and tenor, except as to
number, maturity, interest rate and denomination, issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution
adopted by the City Council on April 10, 2017 (the "Resolution"), for the purpose of
providing funds sufficient for a crossover refunding (i) on February 1, 2018, of the Issuer's
General Obligation Improvement Bonds, Series 20078, dated October 15, 2007, which
mature on and after February 1, 2019, and (ii) on February 1, 2019, of the Issuer's General
Obligation Improvement and Refunding Bonds, Series 2009A, dated April 1, 2009, which
mature on and after February 1, 2020. This Bond is payable out of the General Obligation
Improvement Refunding Bonds, Series 2017B Fund of the Issuer established by the City
pursuant to the Resolution. 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 in fully
registered form 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 the Holder's
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 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.
Qualified Tax-Exempt Obligation. This Bond has been designated by the Issuer as
a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
April 10, 2017 32
City Council Meeting Minutes
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 City Manager, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Date of Registration: Registrable by: U.S. BANK NATIONAL
ASSOCIATION
Payable at: U.S. BANK NATIONAL
BOND REGISTRAR'S ASSOCIATION
CERTIFICATE OF
AUTHENTICATION CITY OF MAPLEWOOD,
RAMSEY COUNTY, MINNESOTA
This Bond is one of the Bonds
described in the Resolution
mentioned within.
/s/ Facsimile
U.S. Bank National Association Mayor
St. Paul, Minnesota
Bond Registrar
/s/ Facsimile
City Manager
By
Authorized Signature
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the
within Bond and does hereby irrevocably constitute and appoint attorney to
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City Council Meeting Minutes
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:
8. Execution. The Bonds shall be in typewritten form, shall be executed on
behalf of the City by the signatures of its Mayor and City Manager and be sealed with the
seal of the City; provided, as permitted by law, both signatures may be photocopied
facsimiles and the corporate seal has been omitted. In the event of disability or resignation
or other absence of either officer, the Bonds may be signed by the manual or facsimile
signature of the officer who may act on behalf of the absent or disabled officer. In case
either 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, the signature or facsimile
shall nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery.
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 of May 11, 2017. The Certificate of Authentication
so executed on each Bond shall be conclusive evidence that it has been authenticated and
delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
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City Council Meeting Minutes
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar,
the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the
date of registration (as provided in paragraph 9) of, and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor; provided, however, that no
Bond may be registered in blank or in the name of"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity,
upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar.
Whenever any Bonds are so surrendered for exchange, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and
deliver the Bonds which the Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution
shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by
the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the
Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any
Bond and any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with the Bond Registrar, including regulations which permit the Bond
Registrar to close its transfer books between record dates and payment dates. The City
Manager is hereby authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or
in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the fifteenth 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 days prior to the Special Record Date.
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City Council Meeting Minutes
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) 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 is hereby created a special fund designated the
General Obligation Improvement Refunding Bonds, Series 2017B Fund (the "Fund"), to be
administered and maintained by the Finance Director as a bookkeeping account separate
and apart from all other funds maintained in the official financial records of the City. The
Fund shall be maintained in the manner herein specified until all of the Bonds and the
interest thereon have been full paid. In such records there shall be established accounts or
accounts shall continue to be maintained as the case may be, of the Fund for the purposes
and in the amounts as follows:
(a) Escrow Account. The Escrow Account is established and shall be
maintained as an escrow account with U.S. Bank National Association. (the "Escrow
Agent"), in St. Paul, Minnesota, which is a suitable financial institution within or
without the State. 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 the Escrow
Agreement by and between the City and Escrow Agent (the "Escrow Agreement"), a
form of which is on file in the office of the City Manager. $3,158,926.02 proceeds of
the sale of the Bonds shall be received by the Escrow Agent and applied to fund the
Escrow Account and any residual amount of Bond proceeds shall be returned to the
City and deposited to the Debt Service Account. 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 the 2007B Refunding Portion of the Bonds to
and including the February 1, 2018 Crossover Date; (ii) to pay when due the interest
to accrue on the Refunding Portion of the Prior 2009A Bonds to and including the
February 1, 2019 Crossover Date; (iii) to pay when called for redemption on the
February 1, 2018 Crossover Date, the principal amount of the Refunded 2007B
Bonds; and (iv) to pay when called for redemption on the February 1, 2019
Crossover Date, the principal amount of the Refunded 2009A Bonds. The Escrow
Account shall be irrevocably appropriated to the payment of(i) all interest on the
2007B Refunding Portion of the Bonds to and including the February 1, 2018
Crossover Date; (ii) all interest on the Refunding Portion of the Prior 2009A Bonds
to and including the February 1, 2019 Crossover Date; (iii) the principal of the
Refunded 2007B Bonds due by reason of their call for redemption on the February
1, 2018 Crossover Date; and (iv) the principal of the Refunded 2009A Bonds due by
reason of their call for redemption on the February 1, 2019 Crossover Date.
(b) There shall be maintained two separate subaccounts in the Debt
Service Account to be designated the "20078 Debt Service Subaccount" and the
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City Council Meeting Minutes
"2009A Debt Service Subaccount". There are hereby irrevocably appropriated and
pledged to, and there shall be credited to the separate subaccounts of the Debt
Service Account:
(i) 2007B Debt Service Subaccount. To the 2007B Debt Service
Subaccount there shall be credited: (A) after the February 1, 2018 Crossover Date,
all uncollected special assessments pledged to the payment of the Prior 2007B
Bonds; (B) collections of all taxes herein or hereafter levied for the payment of the
Prior 2007B Bonds; (C) a pro rata share of any sums remitted to the City pursuant to
the Escrow Agreement; (D) a pro rata share of any amount paid for the 2007B
Refunding Portion of the Bonds in excess of the minimum bid; (E) all investment
earnings on funds held in the 2007B Debt Service Subaccount; (F) any funds
remaining after the February 1, 2018 Crossover Date in the Debt Service Fund
established by the Prior 2007B Resolution (as defined therein); and (G) any and all
other moneys which are properly available and are appropriated by the governing
body of the City to the 2007B Debt Service Subaccount. The 2007B Debt Service
Subaccount shall be used solely to pay the principal and interest and any premium
for redemption of the 2007B Refunding Portion of the Bonds and any other general
obligation bonds of the City hereafter issued by the City and made payable from
said subaccount as provided by law. The amount of any surplus remaining in the
2007B Debt Service Subaccount when the 2007B Refunding Portion of the Bonds
and interest thereon are paid shall be used consistent with Minnesota Statutes,
Section 475.61, Subdivision 4.
(ii) 2009A Debt Service Subaccount. To the 2009A Debt Service
Subaccount there shall be credited: (A) after the February 1, 2019 Crossover Date,
all uncollected special assessments pledged to the payment of the 2009A
Refunding Portion of the Bonds; (B) any collections of all taxes herein or hereafter
levied for the payment of the 2009A Refunding Portion of the Bonds; (C) a pro rata
share of any sums remitted to the City pursuant to the Escrow Agreement; (D) a pro
rata share of any amount paid for the Bonds in excess of the minimum bid; (E) all
investment earnings on funds held in the 2009A Debt Service Subaccount; (F) any
funds remaining after the February 1, 2019 Crossover Date in the Debt Service
Account established by the Prior 2009A Resolution (as defined therein); and (G) any
and all other moneys which are properly available and are appropriated by the
governing body of the City to the 2009A Debt Service Subaccount. The 2009A Debt
Service Subaccount shall be used solely to pay the principal and interest and any
premium for redemption of the 2009A Refunding Portion of the Bonds and any other
general obligation bonds of the City hereafter issued by the City and made payable
from said subaccount as provided by law. The amount of any surplus remaining in
the 2009A Debt Service Subaccount when the 2009A Refunding Portion of the
Bonds and interest thereon are paid shall be used consistent with Minnesota
Statutes, Section 475.61, Subdivision 4.
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 (a) for a reasonable
temporary period until such proceeds are needed for the purpose for which the
Bonds were issued, and (b) in addition to the above, in an amount not greater than
the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect,
any proceeds of the Bonds and any sums from time to time held in the Fund (or any
other City account which will be used to pay principal and interest to become due on
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City Council Meeting Minutes
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 meaning of Section 149(b)
of the federal Internal Revenue Code of 1986, as amended (the "Code").
16. Covenants Relating to the 2007B Refunding Portion of the Bonds.
(a) Special Assessments. The City has heretofore levied special
assessments pursuant to the Prior 2007B Resolution, which were pledged to the
payment of the principal and interest on the Prior 2007B Bonds and, after the
February 1, 2018 Crossover Date, the uncollected special assessments for the Prior
2007B Bonds are now pledged to the payment of principal and interest on the
2007B Refunding Portion of the Bonds. The special assessments are such that if
collected in full they, together with estimated collections of other revenues pledged
for the payment of the 2007B Refunding Portion of the Bonds, will produce at least
five percent in excess of the amount needed to meet when due the principal and
interest payments on the 2007B Refunding Portion of the Bonds. The special
assessments were levied as provided below, payable in equal, consecutive, annual
installments, with general taxes for the years shown below and with interest on the
declining balance of all such assessments at the rate shown opposite such years:
Improvement Collection
Designations Amount Levy Years Years Rate
See attached Schedule
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.
(b) Tax Levy: Coverage Test: Cancellation of Certain Tax Levies. To
provide moneys for payment of the principal and interest on 2007B Refunding
Portion of 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:
Levy Years Collection Years Amount
2017-2021 2018-2022 See attached Schedule
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and any other revenues herein pledged for the
payment of 2007B Refunding Portion of the Bonds and sums held in the Escrow
Account, will produce at least five percent in excess of the amount needed to meet
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City Council Meeting Minutes
when due the principal and interest payments on 2007B Refunding Portion of the
Bonds. The tax levies shall be irrepealable so long as any of 2007B Refunding
Portion 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 2007B Bonds, the uncollected taxes levied in the
Prior 2007B Resolution authorizing the issuance of the Prior 2007B Bonds which
are not needed to pay the Prior 2007B Bonds as a result of the Refunding shall be
canceled.
(c) General Obligation Pledge. For the prompt and full payment of the
principal and interest on the 2007B Refunding Portion of 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 2007B Debt Service
Subaccount is ever insufficient to pay all principal and interest then due on the
2007B Refunding Portion of 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 2007B Debt Service Subaccount when a sufficient balance is
available therein.
17. Covenants Relating to the 2009A Refunding Portion of the Bonds.
(a) Special Assessments. The City has heretofore levied special
assessments pursuant to the Prior 2009A Resolution, which were pledged to the
payment of the principal and interest on the 2009A Refunding Portion of the Bonds
and, after the February 1, 2019 Crossover Date, the uncollected special
assessments for the 2009A Refunding Portion of the Bonds are now pledged to the
payment of principal and interest on the 2009A Refunding Portion of the Bonds.
The special assessments are such that if collected in full they, together with
estimated collections of other revenues pledged for the payment of the 2009A
Refunding Portion of the Bonds, will produce at least five percent in excess of the
amount needed to meet when due the principal and interest payments on the 2009A
Refunding Portion of the Bonds. The special assessments were levied as provided
below, payable in equal, consecutive, annual installments, with general taxes for the
years shown below and with interest on the declining balance of all such
assessments at the rate shown opposite such years:
Improvement Collection
Designations Amount Levy Years Years Rate
See Attached Schedule
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.
(b) Tax Levy: Coverage Test: Cancellation of Certain Tax Levies. To
provide moneys for payment of the principal and interest on 2009A Refunding
Portion of the Bonds there is hereby levied upon all of the taxable property in the
April 10, 2017 39
City Council Meeting Minutes
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:
Levy Years Collection Years Amount
2018-2023 2019-2024 See attached Schedule
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and any other revenues herein pledged for the
payment of 2009A Refunding Portion of the Bonds and sums held in the Escrow
Account, will produce at least five percent in excess of the amount needed to meet
when due the principal and interest payments on 2009A Refunding Portion of the
Bonds. The tax levies shall be irrepealable so long as any of 2009A Refunding
Portion 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 2009A Refunding Portion of the Bonds, the uncollected
taxes levied in the Prior 2009A Resolution authorizing the issuance of the Prior
2009A Bonds which are not needed to pay the 2009A Refunding Portion of the
Bonds as a result of the Refunding shall be canceled.
(c) General Obligation Pledge. For the prompt and full payment of the
principal and interest on the 2009A Refunding Portion of 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 2009A Debt Service
Subaccount is ever insufficient to pay all principal and interest then due on the
2009A Refunding Portion of 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 2009A Debt Service Subaccount when a sufficient balance is
available therein.
18. 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.
19. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor, the
City Manager and the Finance Director shall, and are hereby authorized and directed to,
execute the Escrow Agreement on behalf of the City. 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.
20. Purchase of SLGS or Open Market Securities. The Escrow Agent, as agent
for the City, 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 18, from the proceeds of the
Bonds and, to the extent necessary, other available funds, all in accordance with the
provisions of this resolution and the Escrow Agreement and to execute all such documents
April 10, 2017 40
City Council Meeting Minutes
(including the appropriate subscription form) required to effect such purchase in accordance
with the applicable U.S. Treasury Regulations.
21. Redemption of Refunded Bonds. The Refunded 2007B Bonds and the
Refunded 2009A Bonds shall be redeemed and prepaid in accordance with the terms and
conditions set forth in the Notices of Call for Redemption, in the forms attached to the
Escrow Agreement, which terms and conditions are hereby approved and incorporated
herein by reference. The Notices of Call for Redemption shall be given pursuant to the
Escrow Agreement.
22. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers
and agents.
23. Supplemental Resolution. The Prior Resolutions are hereby supplemented
to the extent necessary to give effect to the provisions of this resolution.
24. 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 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.
25. Certificate of Registration. The City Manager 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 the County Auditor shall require, and to obtain the
County Auditor's Certificate that the Bonds have been entered in the County Auditor's Bond
Register and that the tax levy required by law has been made.
26. 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.
27. Negative Covenant as to Use of Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Projects financed by the Prior
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City Council Meeting Minutes
Bonds, or to cause or permit them to be used, or to enter into any deferred payment
arrangements for the cost of the Projects, 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.
28. 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 the Municipal Securities
Rulemaking Board (the "MSRB") by filing at www.emma.msrb.org 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 to the MSRB notice of the
occurrence of certain events with respect to the Bonds in not more than ten (10)
business days after the occurrence of the event, in accordance with the
Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by
the City to provide the annual financial information with respect to the City described
in the Undertaking, in not more than ten (10) business days following such
occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in
this paragraph 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 the City Manager or any other officer of the City authorized
to act in their place (the "Officers") are hereby authorized and directed to execute on
behalf of the City the Undertaking in substantially the form presented to the City
Council subject to such modifications thereof or additions thereto as are (i)
consistent with the requirements under the Rule, (ii) required by the Purchaser of
the Bonds, and (iii) acceptable to the Officers.
29. Tax-Exempt Status of the Bonds: Rebate. The City is subject to the rebate
requirement imposed by Section 148(f) of the Code and no exceptions are available.
30. 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;
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City Council Meeting Minutes
(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 2017 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during
this calendar year 2017 have been designated for purposes of Section 265(b)(3) of
the Code; and
(f) the aggregate face amount of the Bonds does not exceed
$10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements which
may apply in order to effectuate the designation made by this paragraph.
31. 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.
32. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Seconded by Councilmember Smith Ayes — All
The motion passed.
J. NEW BUSINESS
1. Consider Approval of a Conditional Use Permit and Design Review, Phase 2 of
Frost English Village, 1957 English Street North
Economic Development Coordinator Martin gave the staff report and answered questions of
the council. Commissioner Kempe addressed the council to give the report from the
Community Design Review Board. Commissioner Eads addressed the council to give the
report from the Planning Commission. Shane LaFave with Sherman &Associates
addressed the council to give additional information about the Frost English Village project
and answer questions of the council.
Councilmember Abrams moved to approve the conditional use permit resolution for a four-
story multi-family senior residential building with an increased front yard setback and a
parking waiver. Approval is subject to the following conditions:
1. The engineering department shall review and determine approval of all final
construction and engineering plans. These plans shall comply with all requirements as
specified in the city engineering department's February 7, 2017 review.
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City Council Meeting Minutes
2. All construction shall follow the plans date-stamped February 8, 2017, and with
revisions as noted in this approval. The city council may approve major changes to the
plans. City staff may approve minor changes to the plans.
3. This approval is for the Phase 2, 107-unit multi-family senior building only. Any future
phases must seek separate approval as required by city code.
4. The proposed construction must be substantially started within one year of city council
approval or the permit shall end. The city council may extend this deadline for one year.
5. The Phase 2 building is approved with an increased English Street front yard setback
which is not to exceed 100 feet.
6. The applicant shall submit to staff for approval revised site and landscaping plans
showing additional plantings and amenities being added between the building and
English Street North.
7. A parking waiver of 55 spaces is allowed, which includes the waiver of 25 covered
spaces. If a parking shortage becomes an issue the city can require parking be installed
on unbuilt areas of the site and also require shared parking when the commercial
building is built as part of Phase 3.
8. Applicant shall submit to the city cross access, maintenance and parking agreements
between Phases 1, 2 and 3.
9. Applicant shall submit to the city documentation regarding the affordable units in Phase
1 used to determine the overall residential densities for this development. Affordable
units must meet the standards and definitions as described by the Metropolitan Council.
Resolution 17-04-1447
CONDITIONAL USE PERMIT RESOLUTION
WHEREAS, Shane LaFave, of Sherman Associates, has applied for a conditional
use permit for a four-story building, with an increased front-yard setback and a parking
waiver in a MU (mixed use) district.
WHEREAS, Sections 44-681 of the city ordinances requires a conditional use permit
for residential buildings taller than 35 feet or three stories and for buildings with an
increased front-yard setback in a MU (mixed use) zoning district.
WHEREAS, this permit applies to the .96 acre site at 1957 English Street North. The
legal description for the property is below:
Lot 2, Block 1, The Villages at Frost-English, Ramsey County, Minnesota.
WHEREAS, the history of this conditional use permit is as follows:
1. On February 21, 2017, the planning commission held a public hearing. The
city staff published a hearing notice in the Maplewood Review and sent
notices to the surrounding property owners. The planning commission gave
everyone at the hearing a chance to speak and present written statements.
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City Council Meeting Minutes
The planning commission recommended that the city council approve the
conditional use permit
2. On April 10, 2017, the city council discussed the conditional use permit.
They considered reports and recommendations from the planning
commission and city staff.
NOW, THEREFORE, BE IT RESOLVED that the city council approved the above-
described conditional use permit because:
1. The use would be located, designed, maintained, constructed and operated
to be in conformity with the City's Comprehensive Plan and Code of
Ordinances.
2. The use would not change the existing or planned character of the
surrounding area.
3. The use would not depreciate property values.
4. The use would not involve any activity, process, materials, equipment or
methods of operation that would be dangerous, hazardous, detrimental,
disturbing or cause a nuisance to any person or property, because of
excessive noise, glare, smoke, dust, odor, fumes, water or air pollution,
drainage, water run-off, vibration, general unsightliness, electrical
interference or other nuisances.
5. The use would not exceed the design standards of any affected street.
6. The use would be served by adequate public facilities and services,
including streets, police and fire protection, drainage structures, water and
sewer systems, schools and parks.
7. The use would not create excessive additional costs for public facilities or
services.
8. The use would maximize the preservation of and incorporate the site's
natural and scenic features into the development design.
9. The use would cause minimal adverse environmental effects.
Approval is subject to the following conditions:
1. The engineering department shall review and determine approval of all final
construction and engineering plans. These plans shall comply with all
requirements as specified in the city engineering department's February 7, 2017
review.
2. All construction shall follow the plans date-stamped February 8, 2017, and with
revisions as noted in this approval. The city council may approve major changes
to the plans. City staff may approve minor changes to the plans.
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City Council Meeting Minutes
3. This approval is for the Phase 2, 107-unit multi-family senior building only. Any
future phases must seek separate approval as required by city code.
4. The proposed construction must be substantially started within one year of city
council approval or the permit shall end. The city council may extend this
deadline for one year.
5. The Phase 2 building is approved with an increased English Street front yard
setback which is not to exceed 100 feet.
6. The applicant shall submit to staff for approval revised site and landscaping
plans showing additional plantings and amenities being added between the
building and English Street North.
7. A parking waiver of 55 spaces is allowed, which includes the waiver of 25
covered spaces. If a parking shortage becomes an issue the city can require
parking be installed on unbuilt areas of the site and also require shared parking
when the commercial building is built as part of Phase 3.
8. Applicant shall submit to the city cross access, maintenance and parking
agreements between Phases 1, 2 and 3.
9. Applicant shall submit to the city documentation regarding the affordable units in
Phase 1 used to determine the overall residential densities for this development.
Affordable units must meet the standards and definitions as described by the
Metropolitan Council.
Seconded by Councilmember Juenemann Ayes — All
The motion passed.
Councilmember Juenemann moved to approve the design plans for the 107-unit
multi-family senior residential building date stamped February 8, 2017, for the
redevelopment project located at 1957 English Street North and is subject to the
applicant doing the following:
1. Repeat this review in two years if the city has not issued a building permit for
this project.
2. Satisfy the requirements set forth in the staff report authored by staff engineer
Jon Jarosch, dated February 7, 2017.
3. Satisfy the requirements set forth in the staff report authored by environmental
planner Shann Finwall, dated February 15, 2017.
4. Prior to issuance of a grading or building permit, the applicant must submit to
staff for approval the following items:
a. Revised landscaping and site plans showing additional plantings and
amenities in the front yard area between the building and English Street
North.
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b. Submit a photometric plan for staff approval — plan must meet all city
requirements.
c. An executed cross access, parking and maintenance agreement between
Phases 1, 2 and 3 must be submitted to the city.
d. A cash escrow or an irrevocable letter of credit for all required exterior
improvements. The amount shall be 150 percent of the cost of the work.
5. The applicant shall complete the following before occupying the building:
a. Replace any property irons removed because of this construction.
b. Provide continuous concrete curb and gutter around the parking lot and
driveways.
c. Install all required landscaping and an in-ground lawn irrigation system for all
landscaped areas.
d. Install all required outdoor lighting.
e. Install all required sidewalks and trails.
6. If any required work is not done, the city may allow temporary occupancy if:
a. The city determines that the work is not essential to the public health, safety
or welfare.
b. The above-required letter of credit or cash escrow is held by the City of
Maplewood for all required exterior improvements. The owner or contractor
shall complete any unfinished exterior improvements by June 1 of the
following year if occupancy of the building is in the fall or winter or within six
weeks of occupancy of the building if occupancy is in the spring or summer.
7. The building for Phase Three of the Frost-English Village development is
required to be reviewed for design review by the community design review
board.
8. All work shall follow the approved plans. City staff may approve minor changes.
Seconded by Councilmember Smith Ayes — All
The motion passed.
2. Consider Approval of Purchase Offer for Vacant Land North of the Former
Parkside Fire Station, 2001 McMenemy Street North
Economic Development Coordinator Martin gave the staff report. Real Estate Agent Mike
Brass with Colliers International addressed the council to give additional information on the
purchase offer.
Councilmember Juenemann moved to approve the purchase agreement between the City
April 10, 2017 47
City Council Meeting Minutes
of Maplewood and Braderick Holdings, LLC for the vacant property located directly north of
2001 McMenemy Street North. This approval also allows the city attorney to make minor
modifications to the purchase agreement.
Seconded by Councilmember Abrams Ayes — All
The motion passed.
3. Consider Approval of Tennis Sanitation Recycling Collection Annual Review
a. 2016 Recycling Year End Report
b. 2017 Recycling Work Plan
Environmental and City Code Specialist Swanson gave the staff report and answered
questions of the council. Willie Tennis with Tennis Sanitation addressed the council to
answer additional questions.
Councilmember Juenemann moved to approve Tennis Sanitation's 2016 Recycling Year
End Report and 2017 Recycling Work Plan.
Seconded by Councilmember Abrams Ayes — All
The motion passed.
4. Consider Approval of Republic Services Trash and Yard Waste Collection
Annual Review
a. 2016 Trash and Yard Waste Collection Annual Report
b. 2017 Trash and Yard Waste Collection Work Plan
Environmental and City Code Specialist Swanson gave the staff report and answered
questions of the council. Romack Franklin with Republic Services addressed the council to
answer additional questions of the council.
Councilmember Juenemann moved to approve 2016 Trash and Yard Waste Collection
Annual Report and 2017 Trash and Yard Waste Collection Work Plan.
Seconded by Councilmember Smith Ayes — All
The motion passed.
K. AWARD OF BIDS
None
L. ADJOURNMENT
Mayor Slawik adjourned the meeting at 9:05 p.m.
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City Council Meeting Minutes