RES 1992-78 - 00003529211
RBBOIDFICN NO. 78 - 1992
VRDVIDM POR TBE IWMW= AND MW OF $620,000 C$ ML
OBLIGATICN Xh= REVENUE BONDB, SERIES 1992B
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 improvements to the City's municipal water system (the
"Improvements ") described in the Council's September 8, 1992,
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, Section 444.075.
(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, Section 444.075 and Chapter 475, to provide
financing for the Iqx weaents.
2. Acceptance of Offer. The bid of Park Dwesbwnt Corporation (the
"Purchaser") to purchase the City's $620,000 General Obligation Water Revenue
Bonds, Series 1992B (the "Bonds "), as described in the notice of sale thereof,
is hereby feud and determined to be the highest and best bid received and is
hereby accepted, such bid being to purchase the Bonds at a price of $613,180.00
plus accrued interest to date of delivery, the Boris 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 $1,240.00, being the amount bid in excess
of $ 611, 940, 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 u[usucoessful bidders forthwith.
3. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
titled "General Obligation Water Revenue Bonds, Series 1992B," shall be dated
November 1, 1992, 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:
212
4. . The Bonds shall provide funds to finance the Improvements. The
total cost of the Improvements, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least equal to the
amount of the Bonds. Work on the Improvements shall proceed with due diligence
to completion.
5. Interest. The Bonds shall bear interest payable saeiarwRil y on February
1 and August 1 of each year (each, an "Interest Payment Date ") , conmencing August
1, 1993, 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:
Maturity Interest
Page 2 - Resolution 78 - 1992
Interest
' Year Rate
Year
Rate
1994 3.00%
2001
4.90%
1995 3.25
Year
uit
Year
2003
5.20
1994
$35,000
2001
$40,000
2005
1995
35,000
2002
50,000
2000 4.70
1996
35,000
2003
50,000
1997
40,000
2004
50,000
1998
40,000
2005
55,000
1999
40,000
2006
55,000
2000
40,000
2007
55,000
4. . The Bonds shall provide funds to finance the Improvements. The
total cost of the Improvements, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least equal to the
amount of the Bonds. Work on the Improvements shall proceed with due diligence
to completion.
5. Interest. The Bonds shall bear interest payable saeiarwRil y on February
1 and August 1 of each year (each, an "Interest Payment Date ") , conmencing August
1, 1993, 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:
Maturity Interest
Maturity
Interest
' Year Rate
Year
Rate
1994 3.00%
2001
4.90%
1995 3.25
2002
5.00
1996 3.60
2003
5.20
1997 4.00
2004
5.40
1998 4.30
2005
5.50
1999 4.50
2006
5.60
2000 4.70
2007
5.70
6. Redenytion. All Bonds maturing after February 1, 2002, 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 portion)s thereof called for redemption
sha11 be due and payable on the redemption date, and interest thereon sha11 cease
to accrue from and after the redemption date. Published notice of redemption
shall in each case be given if required by applicable 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 Lxmnxi maturity date, the Barra
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 Bard. 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
213
Page 3 - Resolution 78 - 1992
' 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 Barra of a
denomination of more than $5, 000 sha11 be redeemed as sha11 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 suzmwx eyed 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 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 exdranxae for the unredeemed portion
of the principal of the Bond so surrendered.
7. Bond Registrar. First Trust 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. The principal of and interest on the Bands shall be paid to the
registered owners (or record owners) of the Bonds in the manner set forth in the
form of Bad 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:
J
FIB
Page 4 - Resolution 78 - 1992
m
-�V-
SIATE OF u i SOT
COMM OF • A
elm 1�1•• •:1 r r �• •+ �
O . SERIES
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE C.]sIp
November 1, 1992
RE7GISTERED OWNER:
• . :r i• iii)vz
The City of Fridley, Anoka County, Minnesota (the "City "), hereby
acknowledges itself to be indebted arid, 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 "), cxnmencing August 1, 1993, 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 ..'.]...^.ss 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.
• �• ? « 1�1• �1: n . • 71• • •,• • • :• NO rY •'
1 01•w I�1' D• 1 • • •.• • •1 /• • • • Y. 5. r• 1 1 71 5
._ J�% ••J • ell;
215
Page 5 - Resolution 78 - 1992
IT IS MUMBY CEI2T'I= AND RE Cr= that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota and the Hone 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 WEE MF, 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 herefran, 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.
Date of Registration: Registrable by:
:• • •a
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
By /s/ Manual
Authorized Signature
Payable at:
CITY OF FRIDIEY,
ANOKA CaWrY,
MINNESCIIA
/s/ Facsimile
Mayor
Ls/ Facsimile
City Manager
•: �•� • :i
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
216
Page 6 - Resolution 78 - 1992
' Redemption. All Bonds of this issue maturing after February 1, 2002, are
subject to redeption 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 if required by
applicable 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
ration of Bonds having a common maturity date, the Bard Registrar shall
assign to each Bond of that maturity a distinctive number for each $5,000 of
the principal amount of such Bond. The Bard 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 sun.2emdered 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 charge, a new Bond
or Bonds of the same series having the same stated maturity and interest rate
and of any authorized denomination or denummtions, 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 $620,000, 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
October 5, 1992 (the "Resolution"), for the purpose of providing money to
finance certain costs of improvements to the City's municipal water system.
This Bond constitutes a general obligation of the City, and to provide moneys
for the prat 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; b2cham3e; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof
of a single maturity and are exchangeable for fully registered bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
217
page 7 - Resolution 78 - 1992
' Resolution for a description of the rights and duties of the Band 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 Bond Registrar upon presentation and surrender hereof to the Bond
Registrar, all subject to the terns 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 deem nation 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 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 -nmmt 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.
2►I . Y
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 C34 - as tenants in common
TIN ENr - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in oamnon
LY MA - as custodian for
' (gist) (Minor)
order the Uniform
(State)
Transfers to Minors Act
218
page 8 - Resolution 7E - 1992
' Additional abbreviations may also be used though not in the above list.
AS.SIG NMENr
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 hill 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) mast
be
guaranteed by a
national bank or trust coapany or by a
'
brokerage firm
having
a membership in
one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Baal 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.)
9. Execution; Temporary 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 lice 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
219
Page 9 - Resolution 78 - 1992
' tmForary bond. Such tenporary bads shall, upon the printing of the definitive
bads and the execution thereof, be exchanged therefor and cancelled.
10. 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 Bowl Registrar shall insert as a date of registration the date
of original issue, which date is November 1, 1992. 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 ooirplete 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: ESccharnae. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers
of Bonds entitled to be registered or transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond
Registrar, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in paragraph 10) of,
and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of any authorized denomination or denominations of a like
aggregate principal amount, having the same stated maturity and interest rate,
as requested by the transferor; provided, however, that no Bond may be
registered in blank or in the name of "bearer" or similar designation.
At the option of the registered owner thereof, 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 siurrendrdered
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 nuking the exchange is entitled to receive.
' All Boras surrendered upon any exchange or transfer provided for in this
Resolution shall be pranptly cancelled by the Bond Registrar and thereafter
disposed of as directed by the City.
All Bands 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
140,1
Page 10 - Resolution 78 - 1992
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 ac=g)anied by a written instrument ent 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 MM Transfer or EJaiiange. 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 Boars
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 who is the registered
owner thereof at the close of business an 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 Band Registrar may treat the
person in whose name any Bond is registered as the canner 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; Aoolication 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. There is hereby created a special fund of the City
designated the "$620,000 General Obligation Water Revenue Bonds, Series 1992B
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
221
page 11 - iasoluticn 78 - 1992
' manner herein specified until all of the Bonds herein authorized and all other
bonds payable from said Fluid and the interest thereon have been fully paid.
There shall be maintained in the Fled two (2) separate accounts, to be
designated the "Construction Account" and "Debt Service Account ", respectively.
(i) Construction Account. To the Construction Account there shall be credited
the proceeds of the sale of the Bonds, less accrued interest received thereon,
and less any amount paid for the Bonds in excess of $611,940. Fran the
Construction Account there shall be paid all costs and expenses of making the
Irrprovenents, 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.
(ii) Debt Service Accent. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) the
net revenues of the City's municipal water system (as hereinafter described,
the "Net Revenues "), but only in amounts and at such times as will be sufficient
(together with other amounts in the Debt Service Account) to pay, when due, the
principal of and interest on the Bonds; (b) all accrued interest received upon
delivery of the Bonds; (c) all funds paid for the Bonds in excess of $611,940;
(d) any collections of all taxes hereafter levied for the payment of the Bonds
and interest thereon; (e) all investment earnings on funds held in the Debt
Service Account; and (f) any and all other moneys which are properly available
' and are appropriated by the 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.
As used in this paragraph, Net Revenues shall mean the gross revenues derived
by the City fran the operation of its municipal water system, including all
charges for service, use, availability, and connection to said system, and all
monies received from the sale of any facilities or equipment of said system or
any by- products thereof, less all normal, reasonable, or current costs of
owning, operating, and maintaining the system. If any payment of principal or
interest on the Bonds shall became due when there are not sufficient funds in
the Debt Service Accent to pay the same, the City Finance Director shall pay
such principal or interest from the general fund or other available fund of the
City, and such fund shall be reimbursed for such advances from the proceeds of
the Net Revenues or of any general ad valorem taxes hereafter levied for such
purpose, when collected. The City hereby covenants that it will impose and
collect charges for the service, use, and availability of and connection to the
City's municipal water system, at the times and in the amounts required to
produce Net Revenues adequate, together with other sources of funding available
to the Debt Service Account, to pay all principal of and interest on the Bonds,
when due.
Nothing contained herein shall be deemed to preclude the City from making
further pledges and appropriations of the Net Revenues of the City's municipal
water system for the payment of other or additional obligations of the City,
provided that it has first been determined that the estimated Net Revenues of
222
Page 12 - Resolution 78 - 1992
' the city's municipal water system will be sufficient, in addition to all other
sources, for the payment of the Bonds and such additional obligations, and any
such pledge and appropriation of said Net Revenues may be made superior or
subordinate to, or on a parity with, the pledge and appropriation herein. The
City has heretofore issued and currently has outstanding certain general
obligations of the City which are payable from the Net Revenues, and the Council
hereby determines that the estimated Net Revenues will be sufficient, in
addition to all other sources available for such purposes, for the payment of
the Bonds and all such additional obligations, and accordingly the pledge and
appropriation of the Net Revenues to the payment of the Bonds pursuant to this
Resolution is hereby made on a parity with such prior pledges of Net Revenues.
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 "issue price" 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
Subacomuit 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. 105% Debt Service Coverage. It is hereby determined that the estimated
collections of Net Revenues 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.
18. 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 fronds 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.
19. 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
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proceedings and records of the City relating to the Bards 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 therm, 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.
20. Negative Covenant as to Use of Isorovements. The City hereby covenants
not to use the Improvements or to cause or permit the Improvements to be used,
or to enter into any deferred payment arrangenents 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.
21. Tax -Exemt Status of the Bonds: Rebate. The City shall ocWly with
requirements necessary under the Code to establish and maintain the exclusion
from gross inncoine order 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 goverrmental 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 -exalt obligations (other than
private activity bonds) issued by the City (arid all entities subordinate to, or
treated as one issuer with, the City) during the 1992 calendar year is not
reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f) (4) (D) of the Code.
22. Designation of Oualified Tax- Exeag>t 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:
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' (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 Boris as "qualified tax- exempt
obligations" for purposes of section 265(b) (3) of the Code;
(d) the 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 1992 is not anticipated to
exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City (or by
any entity subordinate to, or treated as one issuer with, the City) during
calendar year 1992 have been designated for purposes of Section 265(b)(3) of
the Code.
The City shall use its best efforts to comply with any federal
is which may apply in order to effectuate the designation made by this
23. 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.
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 owners 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 Boni Registrar on or
before that date a stun sufficient for the payment thereof in full; or if arty
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 stun sufficient for
the payment thereof in full, provided that notice of redanptionthereof has been
duly given. The City may also at any time discharge its obligations with
respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this
purpose, cash or securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such rates and
maturing on such dates as shall be required, subject to sale and/or
reinvestment, to pay all amounts to become due thereon to maturity or, if notice
' of redemption as herein required has been duly provided for, to such earlier
redemption date.
25. Compliance With Reimbursement Bad Regulations. The provision of this
paragraph are intended to establish and provide for the City's coupliarnce with
United States Treasury Regulations Section 1.103 -18 (the "Reimbursement
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' Regulations ") applicable to the "reimbursement proceeds" of the Hands, being
those portions thereof which will be used by the City to reimburse itself for
any expenditure (an "Expenditure ") which the City paid or will have paid prior
to the date of actual delivery of and closing on the Bands (the "Closing Date ").
The City hereby certifies and/or covenants as follows:
(a) on or before the date of payment of each Expenditure, the City (or
person designated to do so on behalf of the City) made or will have
made a written declaration of the City's official intent (a
"Declaration ") which effectively (i) states the City's intention
and reasonable expectation to reimburse itself for the payment of
the Expenditure out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the property, project
or program to which the Declaration relates and/or identifies a
specific fund or account of the City and the general functional
purpose thereof from which the Expenditure was to be paid
(collectively the "Project "); (iii) states the maximum principal
amount of debt expected to be issued by the City for the purpose of
financing the Project; and (iv) states specifically that the
Declaration is a declaration of official intent under Treasury
Regulations Section 1.103 -18; provided, however, that no such
Declaration shall necessarily have been made with respect to
"preliminary expenditures" for the Project, defined in the
Reimbursement Regulations to include engineering or architectural
expenses and similar prefatory expenses, which in the aggregate do
not exceed 20% of the "issue price" of the Bonds. Notwithstanding
the foregoing, with respect to any Expenditures made by the City
prior to March 2, 1992, the City hereby represents that there exists
objective evidence, within the meaning of the Reinlxrsement
Regulations, that at the time the Expenditure was paid the City
expected to reimburse the cost thereof with the proceeds of a
borrowing.
(b) As of the date of each Declaration, there were not and were not
thereafter expected to become available sources of City funds which
were or were expected to be dedicated or otherwise available on a
long -term basis to provide financing for the Expenditure or Project.
(c) Each Declaration was made a part of the publicly available official
books, records or proceedings of the City and was continuously
available for inspection by the general public at City Hall during
regular City hours beginning not later than 30 days after the making
of the Declaration and continuing through the date of issuance of
the Bonds, as required by the Reimbursement Regulations.
(d) Each Expenditure, other than the costs of issuing the Bonds, is a
capital expenditure, that is, a cost of a type that is properly
' chargeable to a capital account (or would be with a proper election)
under general federal inanie tax principles.
fl
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(e) The "reimbursement allocation" described in the Reimbursement
Regulations for each Expenditure shall and will be made forthwith
following (but not prior to) the issuance of the Bonds and in all
events within the period ending on the date which is the later of
one year after payment of the Expenditure or one year after the date
on which the Project to which the Expenditure relates is first
placed in service.
(f) Each such reimbursement allocation will be evidenced by an entry on
the official books or records of the City maintained for and in
connection with the Bonds and will specifically identify the actual
prior Expenditure or Project or, in the case of the reimbursement
of a particular fund or account described in the applicable
Declaration, the fund or account from which the Expenditure was
paid.
(g) The City is unaware of any facts or circunztances which would cause
it to question the reasonability or accuracy of the content of this
paragraph or of any of the Declarations, or its ccupliance with any
of the covenants herein or therein, including without limitation the
City's failure to issue qualifying reimbursement bonds for costs for
which it has made declarations of official intent, absent
extraordinary and unforeseeable circumstances of the kind described
in the Reimbursement Regulations.
26. Head' 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 OOUNCIL OF THE CLTY OF FRIDLEY THIS 5TH DAY OF
OCIOBER, 1992.
WILLTAM J. NEE YOR
ATTEST:
-24 dZ4
SIU RIEY A. ALA - CM CLERIC