RES 1990-98 - 00004041254
r_. M ,
GUM GUMML OBI GATICK IKPR74EMENT BOMB, SERIES
BE IT RESOLVED by the City Council (the "Council ") of the City of
Fridley, Minnesota (the "City "), as follows:
1. It is hereby determined:
(a) That the assessable public improvement projects (the
"Improvements ") described in the Council's November 5, 1990,
resolution relating to these Bonds have been duly ordered by
the City and have been constructed by the City or will be
constructed under contracts which the City has or will let
therefor, all pursuant to and in accordance with Minnesota
Statutes, Chapter 429.
(b) That is it necessary and expedient to the sound financial
management of the affairs of the City that the City issue its
bonds pursuant to Minnesota Statutes, Chapters 429 and 475,
to provide financing for the Improvements.
(c) The Improvements and all their components have been ordered
on or prior to the date hereof, after a hearing thereon for
which mailed and published notice was duly given as required
by law describing the Improvements and all their components
by general nature, estimated cost, and area to be assessed.
2. Acceptance of Offer. The bid of American National Bank Saint
Paul (the "Purchaser ") to purchase the City's $1,020,000 General Obligation
Improvement Bonds, Series 1991B (the "Bonds "), as described in the notice of
sale thereof, is hereby found and determined to be the highest and best bid
received pursuant to duly advertised notice of sale and shall be and is hereby
accepted, such bid being to purchase the Bonds at a price of $1,008,780 plus
accrued interest to date of delivery, the Bonds to bear interest, to mature in
the years and amounts, and to be subject to such other terms and conditions as
hereinafter provided. The sum of $4,080, being the amount bid in excess of
$1, 004,700, shall be credited to the Debt Service Account hereinafter created.
The City Finance Director is directed to retain the good faith check of the
Purchaser pending completion of the sale and delivery of the Bonds and to return
the checks of the unsuccessful bidders forthwith.
3. Title; Original Issue Date; Denominations; Maturities. The
Bonds shall be titled "General Obligation Improvement Bonds, Series 1991B,"
shall be dated January 1, 1991, as the date of original issue and shall be
issued forthwith on or after such date as fully registered bonds. The Bonds
shall be numbered from R -1 upward in the denomination of $5,000 each or in any
integral multiple thereof of a single maturity. The Bonds shall mature on
February 1 in the years and amounts as follows:
255
Page 2 — Resolution No. 98 - 1990
Year Amount Year
1992
$80,000
1999
$90,000
1993
85,000
2000
90,000
1994
85,000
2001
90,000
1995
85,000
2002
40,000
1996
85,000
2003
35,000
1997
90,000
2004
35,000
1998
90,000
2005
40,000
4. Purpose. The Bonds shall provide funds to finance the
Improvements. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Mutes, section 475.65, is estimated to be at least
equal to the amount of the Bonds. Work on the Improvements shall proceed with
due diligence to completion.
5. Interest. The Bonds shall bear interest payable semiannually
on February 1 and August 1 of each year (each, an "Interest Payment Date "),
counmencing August 1, 1991, calculated on the basis of a 360 -day year consisting
of twelve 30-day months, at the respective rates per annum set forth opposite
the maturity years, as follows:
6. Redemption. All Bonds maturing after February 1, 2000, shall
be subject to redemption and prepayment at the option of the City on said date
and on any date thereafter at a price of par plus accrued interest to date of
redemption. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the amount of
Bonds of each maturity to be prepaid; 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. Published
notice of redemption shall in each case be given in accordance with law, and
mailed notice of redemption shall be given to the paying agent and to each
affected registered owner of the Bonds.
To effect a partial redemption of Bonds having a common maturity
date, the Bond Registrar, prior to giving notice of redemption, shall assign to
each Bond of that maturity a distinctive number for each $5,000 of the principal
amount of such Bond. The Bond Registrar shall then select by lot, using such
method of selection as it shall deem proper in its discretion, from the numbers
Maturity
Interest
Maturity
Interest
Year
Rate
Year
Rate
'
1992
5.60%
1999
6.10$
1993
5.70
2000
6.20
1994
5.75
2001
6.25
1995
5.80
2002
6.30
1996
5.90
2003
6.40
1997
6.00
2004
6.50
1998
6.05
2005
6.60
6. Redemption. All Bonds maturing after February 1, 2000, shall
be subject to redemption and prepayment at the option of the City on said date
and on any date thereafter at a price of par plus accrued interest to date of
redemption. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the amount of
Bonds of each maturity to be prepaid; 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. Published
notice of redemption shall in each case be given in accordance with law, and
mailed notice of redemption shall be given to the paying agent and to each
affected registered owner of the Bonds.
To effect a partial redemption of Bonds having a common maturity
date, the Bond Registrar, prior to giving notice of redemption, shall assign to
each Bond of that maturity 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
256
Page 3 — Resolution No. 98 - 1990
' 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 Boni Registrar so requires, a written instszmient of transfer in form
satisfactory to the City or Bond Registrar duly executed by the registered owner
thereof or by the registered owner's attorney, duly authorized in writing) and
the City shall execute (if necessary) and the Bond Registrar shall authenticate
and deliver to the registered owner of such Bond, without service charge, a new
Bond or Bonds of the same series having the same stated maturity and interest
rate and of any authorized denomination or denominations, as requested by such
registered owner, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
7. Bond Registrar. First Trust National Association, in Saint,
Paul, 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. The principal of and interest on the Bonds shall be paid to the
' registered owners (or record owners) of the Bonds in the manner set forth in the
form of Bond and paragraph 13 of this Resolution.
8. Form of Bond. The Bonds, together with the Bond Registrar's
Certificate of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following form:
257
Page 4 — Resolution No. 908 - 1990
' UNITED STATES OF ANERICA
STATE OF NIITSIFSOTA
COUNTY OF ANORA
CITY OF FRIDIEY
R- $
as iDI •: 0 11414 • 1 1-
R: 4 • 4
RATE DATE ORIGINAL ISSUE CUSIP
January 1, 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLIARS
The City of Fridley, Anoka County, Minnesota (the "City ") , hereby
acknowledges itself to be indebted and, for value received, promises to pay to
the registered owner specified above, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above on the maturity date
' specified above, unless duly called for earlier redemption, and to pay interest
thereon semiannually on February 1 and August 1 of each year (each, an "Interest
Payment Date "), ccmmencing August 1, 1991, at the rate per annum specified above
(calculated on the basis of a 360 -day year consisting of twelve 30-day months)
until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original issue hereof.
The principal of and premium, if any, on this Bond are payable upon presentation
and surrender hereof at the principal office of
,in - ,
(the "Bond Registrar "), acting as paying agent, or at the
principal office of any successor paying agent duly appointed by the City.
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
"Registered Owner ") 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 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 Registered Owner hereof as of the Regular
Record Date, and shall be payable to the person who is the Registered Owner
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 Registered Owners
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.
258
Resolution
REFERENCE IS HE 71: MADE . 1HE FURTHER PRWISICNS OF 1 :.
FOFaH CN THE EREC WHICH PROVISICNS SHAIL r • ALL RMPOSES HAVE I
i s FORTH E
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and
things required by the Constitution and laws of the State of Minnesota and the
Home Rule Charter of the City to be done, to have happened 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 indebtedness of the City outstanding
on the date of original issue hereof and the date of its actual issuance and
delivery to the original purchaser, does not exceed any constitutional,
statutory, or Charter limitation of indebtedness.
IN WITNESS WUMMF, the City of Fridley, Anoka 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, has caused the corporate
seal of the City to be intentionally omitted herefrom, as permitted by law; and
has caused this Bond to be executed manually by the Bond Registrar, acting as
the City's duly appointed authenticating agent for the Bonds.
Page 6 — Resolution No. 98 - 1990
' Date of Registration: Registrable by:
I- A a lug
AJTHEN TICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
' By, /s/ Manual
Authorized Signature
Payable at:
CITY OF FRI=,
ANOKA COUNTY,
MINNESOTA
/s/ Facsimile
mayor
/s/ Facsimile
City Manager
I hereby certify that the foregoing is a full, true, and
correct copy of the legal opinion executed by the above -named
attorneys, except as to the dating thereof, which opinion has been
handed to me for filing in my office prior to the time of delivery
of the Bonds.
(facsimile signature)
City Clerk
City of Fridley, Minnesota
260
Page 7 — Resolution No. 98 - 1990
' Redemption. All Bonds of this issue maturing after February 1,
2000, are subject to redemption and prepayment at the option of the City on said
date and on any date thereafter at a price of par plus accrued interest to date
of redemption. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the amount of
Bonds of each maturity to be prepaid; and if only part of the Bonds having a
common maturity date are called for prepayment, the Bonds of that maturity 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.
Published notice of redemption shall in each case be given in accordance with
law, and mailed notice of redemption shall be given to the paying agent and to
each affected registered owner of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect
a partial redemption of Bonds having a common maturity date, the Bond Registrar
shall assign to each Bond of that maturity 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 ntmibers 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 City or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the City or Bond Registrar duly executed by the registered owner
thereof or the registered owner's attorney duly authorized in writing), and the
City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the registered owner of such Bond, without service change, a new Bond
or Bonds of the same series having the same stated maturity and interest rate
and of any authorized denomination or derKm nations, as requested by such
registered owner, 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 $1,020,000, all of like date of original issue
and tenor, except as to registration number, maturity, interest rate,
denomination and redemption privilege, which Bond has been issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota
and the Charter of the City and pursuant to a resolution adopted by the City
Council on December 10, 1990 (the "Resolution "), for the purpose of providing
money to finance certain costs of assessable public improvements within the
City. This Bond constitutes a general obligation of the City, 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 City have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely
as fully registered bonds in the denominations of $5,000 and integral multiples
thereof of a single maturity and are exchangeable for fully registered bonds of
M
Page 8 — Resolution No. 1990
' 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 Registered owner in
person or by the Registered owner's attorney duly authorized in writing at the
principal office of the Boni 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 City contained in any agreement
with the Bond Registrar. Thereupon the City 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 Bowls.
Treatment of Registered owners. The City and Bond Registrar may
treat the person in whose name this Bond is registered as the owner hereof for
the purpose of receiving payment as herein provided (except as otherwise
provided on the reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the City
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 Obligations. The Bonds have been designated
by the City as "qualified tax - exempt obligations" for purposes of Section
265(b) (3) of the Internal Revenue Code of 1986, as amended.
Page 9 — Resolution 110. 98 - 1990
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:
TIN CCM - as tenants in cannon
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in cc moon
UTM - as custodian for
(Lust) (minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
I
I
26
263
Page 10 — Resolution No. 98 - 1990
' ASSIGNME r
For value received, the undersigned hereby sells, assigns and
transfers unto
the within Bond and does hereby irrevocably
constitute and appoint as attorney to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
Signature(s) mist be guaranteed by a national bank or trust caupany or by a
' brokerage firm having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the
information concerning the transferee requested below is provided.
Name and Address
(Include information for all joint owners
if the Bond is held by joint account.)
264
Page 11 — Resolution No. 98 - 1990
' 9. Execution; Tem=rary Bonds. The Bonds 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, however, that the seal of the City may be
a printed facsimile; and provided further that both of such signatures may be
printed facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or other absence
of either such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or disabled
officer. In case either such officer whose signature or facsimile of whose
signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if he or she had remained in office
until delivery. The City may elect to deliver, in lieu of printed definitive
bonds, one or more typewritten temporary bonds in substantially the form set
forth above, with such changes as may be necessary to reflect more than one
maturity in a single temporary bond. such temporary bonds shall, upon the
Printing of the definitive bonds and the execution thereof, be exchanged
therefor and cancelled.
10. Authentication. No Frond 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 Boni, 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 Fonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date
of original issue, which date is September 1, 1990. The Certificate of
Authentication so executed on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution.
The City Clerk shall obtain a copy of the proposed approving legal
opinion of bond counsel, Briggs and Morgan, Professional Association, St. Paul,
Minnesota, which shall be Clete except as to dating thereof, shall cause such
opinion to be filed in the offices of the City, and shall cause said opinion to
be printed on each of the Bonds, together with a certificate to be signed by the
facsimile signature of the City Clerk in substantially the form set forth in the
foregoing form of the Bonds.
11. Registration; Transfer; Hcrharae. The City will cause to be
kept at the principal office of the Boni Registrar a bond register in which,
subject to such reasonable regulations as the Bond Registrar may prescribe, the
Bond Registrar shall provide for the registration of Bonds and the registration
of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Boni at the principal office of
the Bond Registrar, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration (as provided in
paragraph 10) of, and deliver, in the name of the designated transferee or
26
Page 12 — Resolution No. 98 - 1990
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 registered owner thereof, Bonds may be
exchanged for Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, ton 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 registered owner making the exchange is entitled to
receive.
All Bonds surrendered upon any emdmange or transfer provided for in
this Resolution shall be pr aptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall
be valid general obligations of the City evidencing the same debt, and entitled
to the same benefits under this Resolution, as the Bonds surrendered for such
exchange or transfer.
' Every Bond presented or surrendered for transfer or exchange shall
be duly endorsed or be acccapanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the registered owner
thereof or the registered owner'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.
12. Rights Upon Transfer or Exchange. Each Bond delivered upon
transfer of or in exchange for or in lieu of any other Bond shall carry all the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Bond.
13. Interest Payment, Record Date. Interest on any Bond shall be
Paid on each Interest Payment Date by check or draft mailed to the person in
whose name the Bond is registered on the registration books of the City
maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth (15th) day of the calendar month 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 registered
owner thereof as of the Regular Record Date, and shall be payable to the person
W - 2�
' Page 13 — Resolution No. 98 - 1990
who is the registered owner 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 registered owners not less than
ten (10) days prior to the Special Record Date.
14. Treatment of Registered owner. The City and Bond Registrar may
treat the person in whose name any Bond is registered as the owner of such Bond
for the purpose of receiving payment of principal of and premium, if any, and
interest (subject to the payment provisions in paragraph 13 above) on, such Bond
and for all other purposes whatsoever whether or not such Bond shall be overdue,
and neither the City nor the Bond Registrar shall be affected by notice to the
contrary.
15. Delivery; Application of Proceeds. The Bonds when so prepared
and executed shall be delivered by the City Finance Director to the Purchaser
upon receipt of the purchase price, and the Purchaser shall not be obliged to
see to the proper application thereof.
16. Fund and Accounts. These is hereby created a special fund of
the City designated the "$1,020,000 General obligation Improvement Bonds, Series
1991B Fund" (the "Fund ") to be held and administered by the City as a
bookkeeping account separate and apart from all other funds maintained in the
official financial records of the City. The Fund shall continue to be
' maintained in the manner herein specified until all of the Bonds herein
authorized and all other bonds payable from said Fund and the interest thereon
have been fully paid. There shall be maintained in the Fund two (2) separate
accounts, to be designated the "Capital Account" and "Debt Service Account ",
respectively.
(i) Capital Account. To the Capital Account there shall be credited the
proceeds of the sale of the Bonds, less accrued interact received thereon, and
less any amount paid for the Bonds in excess of $1,004,700, and less capitalized
interest in the amount of $ (together with interest earnings thereon
and subject to such other adjustments as are appropriate to provide sufficient
funds to pay interest first caning due on the Bonds), plus any special
assessments levied with respect to the Improvements and collected prior to
completion of the Improve -ments and payment of the costs thereof. From the
Capital Account there shall be paid all costs and expenses of making the
Improvements, including the cost of any construction contracts heretofore let
and all other costs incurred and to be incurred of the kind authorized in
Minnesota Statutes, Section 475.65; and the moneys in said account shall be used
for no other purpose except as otherwise provided by law; provided that the
proceeds of the Bonds may also be used to the extent necessary to pay interest
on the Bonds due prior to the anticipated date of commencement of the collection
of taxes or special assessments herein levied or covenanted to be levied; and
provided further that if upon completion of the Improvements there shall remain
any unexpended balance in the Capital Account, the balance (other than any
' special assessments) may be transferred by the Council to the fund of any other
improvement instituted pursuant to Minnesota Statutes, Chapter 429; and provided
further that any special assessments credited to the Capital Account shall only
be applied towards payment of the costs of the Improvements upon adoption of a
Page 14 — Resolution No. 98 - 1990
' 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.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all
collections of special assessments herein oovenanted to be levied with respect
to the Improvements and either initially credited to the Capital Account and not
already spent as permitted above and required to pay any principal and interest
due on the Bonds or collected subsequent to the completion of the Improvements
and payment of the costs thereof; (b) all accrued interest received upon
delivery of the Bonds; (c) all funds paid for the Bonds in excess of $1,004,700;
(d) capitalized interest in the amount of $ (together with interest
earnings thereon and subject to such other adjustments as are appropriate to
provide sufficient funds to pay interest first coning due on the Bonds) ; (e) any
collections of all taxes herein or hereafter levied for the payment of the Bonds
and interest thereon; (f) all funds remaining in the Capital Account after
completion of the Improvements and payment of the costs thereof, not so
transferred to the account of another improvement; (g) all investment earnings
on funds held in the Debt Service Account; and (h) any and all other moneys
which are properly available and are appropriated by the Council to the Debt
Service Account. The Debt Service Account shall be used solely to pay the
principal and interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by the City and made
payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or
indirectly to acquire higher yielding investments or
to replace funds which were used directly or indirectly to acquire higher
yielding investments, except (1) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued and (2) in
addition to the above in an amount not greater than the lesser of five percent
(5 %) of the proceeds of the Bonds or $100,000. To this effect, any proceeds of
the Bonds and any sums from time to time held in the Construction Subaccount or
Debt Service Account 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 or any Additional Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code ").
17. Assessments. It is hereby determined that no less than twenty
percent (20 %) of the cost to the City of the Improvements financed hereunder
' within the meaning of Minnesota Statutes, Section 475.58, Subdivision 1(3),
shall be paid by special assessments heretofore levied or to be levied hereafter
against every assessable lot, piece and parcel of land benefitted by any of the
Improvements. The City hereby covenants and agrees that it will let all
Page 15 — Resolution No. 98 - 1990
construction contracts not heretofore let within one (1) year after ordering
each improvements financed hereunder unless the resolution ordering said
Improvement specifies a different time limit for the letting of construction
contracts. The City hereby further covenants and agrees that it will do and
perform as soon as they may be done, all acts and things necessary for the final
and valid levy of such special assessments, and in the event that any such
assessment be at any time held invalid with respect to any lot, piece or parcel
of land due to any error, defect, or irregularity in any action or proceedings
taken or to be taken by the City or the Council or any of the City officers or
employees, either in the making of the assessments or in the performance of any
condition precedent thereto, the City and the 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.
At the time all of the assessments are in fact levied the 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 copliance with Minnesota Statutes, Section
475.61, Subdivision 1.
18. 105% Debt Service Coverage. It is hereby determined that the
estimated collections of special assessments relating to the Improvements,
together with the capitalized interest and other funds described in paragraphs
16(ii) (b), (c) and (d) of this Resolution, will produce at least 5% in excess
of the amount needed to meet, when due, the principal of and interest on the
Bonds, and accordingly no ad valorem tax levy is required at this time. The
City Clerk is directed to file a certified copy of this Resolution with the
County Auditor of Anoka County and to obtain the certificate of said official
required by Minnesota Statutes, Section 475.63.
19. General Obligation Pledge. The full faith and credit and
taxing powers of the City are hereby pledged to the payment of the principal of
and interest on the Bonds, and in the event of any current or anticipated
deficiency of funds in the Debt Service Account of amounts needed to make any
such payment, when due, the Council shall levy ad valorem taxes on all taxable
property in the City in the amount of such deficiency. If the balance in the
Debt Service Account is ever insufficient to pay all principal and interest then
due on the Bonds and any other bonds payable therefrom, the deficiency shall be
promptly paid out of any other funds of the City which are available for such
purpose, and such other funds may be reimbursed with or without interest from
the Debt Service Account when a sufficient balance is available therein.
20. 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
Page 16 — Resolution No. 98 - 1990
furnished, shall be deemed representations of the City as to the facts recited
therein.
21. Negative Covenant as to Use of Improvements. The City hereby
covenants not to use the Inprovements or to cause or permit the Improvements to
be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity
bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
22. Tax -Exert Status of the Bonds; Rebate. The City shall comply
with requirements necessary under the Code to establish and maintain the
exclusion from gross income under Section 103 of the Code of the interest on the
Bonds, including without limitation (1) requirements relating to temporary
periods for investments, (2) limitations on amounts invested at a yield greater
than the yield on the Bonds, and (3) the rebate of excess investment earnings
to the United States if the Bonds (together with other obligations reasonably
expected to be issued and outstanding at one time in this calendar year) exceed
the small- issuer exception amount of $5,000,000. For purposes of qualifying for
the small issuer exception to the federal arbitrage rebate requirements, the
City hereby finds, determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a private activity
bond, (3) ninety -five percent (95 %) or more of the net proceeds of the Bonds are
to be used for local governmental activities of the City (or of a governmental
unit the jurisdiction of which is entirely within the jurisdiction of the City),
' and (4) the aggregate face amount of all tax - exempt obligations (other than
private activity bonds) issued by the City (and all entities subordinate to, or
treated as one issuer with, the City) during the 1991 calendar year is not
reasonably expected to exceed $5, 000, 000, all within the meaning of Section
148(f) (4) (C) of the Code.
23. Designation of Qualified Tax -Exert 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 subordinate to, or treated as one issuer with, the City)
during calendar year 1991 will not exceed $10,000,000; and
I (e) not more than $10,000,000 of obligations issued or to be issued
by the City during calendar year 1991 have been designated for purposes
of Section 265(b)(3) of the Code.
Page 17 — Resolution No. 98 - 1990
' The City shall use its best efforts to amply with any federal procedural
requirements which may apply in order to effectuate the designation made by this
paragraph.
24. 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.
25. Hea Headings in this Resolution are included for
convenience of reference only and shall not limit or define the meaning of any
provision hereof.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 10TH DAY OF
DEaK,1BER 1990.
WILTTAM J. NIP - MAYOR
ATTEST:
SrTrRrH.v A. ALA - CITY CLERK
21 710