Res 1997-35 000x"1
RESOLUTION NO. 35 - 1997
RESOLUTION AWARDING THE SALE OF THE CITY'S
$9,575,000 GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 1997A AND PROVIDING FOR
THEIR ISSUANCE
A. WHEREAS, the Council believes it to be in the City' s best interest
to consider a refunding of the callable bonds of the City's General
Obligation Tax Increment Refunding Bonds of 1990, dated March 1, 1990
(the "Prior Bonds") ; and
B. WHEREAS, it is necessary and expedient to issue the City' s General
Obligation Tax Increment Refunding Bonds, Series 1997A (the "Bonds") ,
to provide monies for a current refunding of the Prior Bonds (which
Prior Bonds to be refunded are referred to herein as the "Refunded
Bonds") :
NOW, THEREFORE, BE IT RESOLVED by the City Council (the "Council") of
the City of Fridley, Minnesota (the "City") , as follows:
1. Acceptance of Offer.
(a) The offer of
(the "Purchaser") to purchase the City's
$9, 575, 000 General Obligation Tax Increment Refunding Bonds, Series
1997A (the "Bonds", or individually a "Bond") , at the rates of
interest and upon the other terms set forth in this Resolution, and
to pay therefor the sum of $ plus interest accrued to
settlement, is hereby accepted.
(b) Book Entry Only System. The Depository Trust Company, in New
York, New York, pursuant to a certain Blanket Issuer Letter of
Representations to be executed by the City and accepted by said
Trust Company (as the same may be supplemented or superseded, and
including all provisions thereof and rules, procedures or practices
referenced therein, the "Letter of Representations") , or any of 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 authorized
denominations for each maturity of Bonds shall be deemed to be
limited during the Book Entry Only Period to the outstanding
principal amount of that maturity. While in such book entry form,
the Bonds are sometimes hereinafter referred to as being in "Book
Entry Only Form. "
(ii) Upon initial issuance, ownership of the Bonds shall be
registered in a bond register maintained by the Bond Registrar
described in this Resolution in the name of CEDE & CO. , as the
nominee (it or any nominee of the existing or a successor
Depository, the "Nominee") .
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Page 2 -- Resolution No. 35 - 1997
(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 to 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
Beneficial 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 owner 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 or upon the Holder or the Holders of the Bonds, as shown on
the Bond Registrar' s 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 applicable to the Bonds,
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
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Page 3 -- Resolution No. 35 - 1997
Registrar or the City, as the case may be, to the Depository as
provided in 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 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 the 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 thereof to the extent possible.
(ix) Any successor Bond Registrar, in its written acceptance of
its duties under this Resolution and any paying agency registrar
agreement, shall agree to take any actions necessary from time to
time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder
may, in lieu of surrendering the Bond for a Bond of a lesser
denomination, make a notation of the reduction in principal
amount on the panel provided on the Bond stating the amount so
redeemed.
(c) Termination of Book-Entry Only System
Discontinuance of the 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 Bonds if the City
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.
(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 that the Beneficial Owners
be issued certificates for the Bonds, the Bonds shall no longer
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Page 4 -- Resolution No. 35 - 1997
be registered in the name of the Nominee, but may be registered
in whatever name or names the Holder of the Bonds shall designate
at that time, in accordance with paragraph 11 hereof. To the
extent that the Beneficial Owners are designated as the
transferee by the Holders, the Bonds will be delivered to the
Beneficial Owners.
(d) Letter of Representations. The provisions in the Letter of
Representations (the execution and delivery of which by the City
being hereby authorized) are incorporated herein by reference and
made fully a part of this Resolution to the same extent as if set
forth in full herein, and if and to the extent that any provisions
of this Resolution or the Bonds are inconsistent or in conflict with
the provisions of the Letter of Representations, the provisions in
the Letter of Representations shall control.
2 . Title; Original Issue Date; Maturities; Denominations.
The Bonds shall be titled "General Obligation Tax Increment Refunding
Bonds, Series 1997A, " shall be dated June 1, 1997, 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 August 1 in the following
years and amounts, respectively:
Year Amount Year Amount
1999 $75, 000 2005 $1, 050, 000
2000 75, 000 2006 1, 100, 000
2001 875, 000 2007 1, 150, 000
2002 925, 000 2008 1, 120, 000
2003 950, 000 2009 1, 175, 000
2004 1, 000, 000
3. Purpose; Refunding Findings. The Bonds shall provide monies for a
current refunding of the City's Refunded Bonds It is hereby found,
determined and declared that such refunding is necessary or desirable
for the reduction of debt service cost to the City and/or the
adjustment of the maturities of the Prior Bonds in relation to the
sources for their repayment and will result in a reduction of debt
service cost to the City. All of the proceeds, including all
investment earnings thereon, of the Prior Bonds have heretofore been
expended by the City for the uses and purposes for which the City
issued said Prior Bonds. The balance in the debt service account
heretofore established by the City for the payment of the principal of
and interest on the Prior Bonds has been taken into account in
appropriately sizing the Bonds, and some monies therein are expected
to be combined as of August 1, 1997, to the extent necessary, with the
available proceeds of the Bonds in order to obtain a sum sufficient to
accomplish the refunding and to pay the regularly scheduled debt
service due on the Prior Bonds on said date; otherwise, the current
and anticipated balances in said debt service account do not exceed
and are not expected to exceed the aggregate amount of regularly
scheduled debt service on the Prior Bonds which is payable on or
before August 1, 1997, except only insofar as may be necessary to
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Page 5 -- Resolution No. 35 - 1997
provide sufficient funds, together with the other monies available for
such purposes, to provide fox the payment of the debt service first
coming due on the Bonds. The City has observed and complied with all
of its obligations and covenants made by the City in connection with
the issuance of the Prior Bonds.
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, 1998, 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
1999 % 2005 %
2000 2006
2001 2007
2002 2009
2003
2004
5. Redemption All Bonds maturing after August 1, 2005, 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. 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 a 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 be given if and to the extent 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 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 registered owner
thereof or his, her or its attorney duly authorized in writing) and
the City shall execute (if necessary) and the Bond Registrar shall
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Page 6 -- Resolution No. 35 - 1997
0l%V s.
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.
6. Bond Registrar.
, in , is
appointed to act as bond registrar and transfer agent with respect to
the Bonds (as used in this Resolution, 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 with this Resolution. The Bond
Registrar shall also serve as paying agent unless and until a
successor paying agent is duly appointed. Principal of and interest
on the Bonds shall be paid to the registered owners of the Bonds in
the manner set forth in the form of Bond and paragraph 12 of this
Resolution.
7 . Form of Bond. The Bonds, together with the Bond Registrar's
Certificate of Authentication, the form of Assignment and the
registration information thereon, shall be in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF FRIDLEY
R-
GENERAL OBLIGATION TAX INCREMENT
REFUNDING BOND, SERIES 1997A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL BY THESE PRESENTS that the City of Fridley, Anoka County,
Minnesota (the "City") , acknowledges that it is indebted and, for
value received, hereby promises to pay to the registered owner
specified above, or registered assigns, in the manner hereinafter set
forth, the principal amount specified above on the maturity date
specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date") , commencing February 1, 1998, at
the per annum rate of interest 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
Page 7 -- Resolution No. 35 - 1997
(Wki
has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of this Bond is payable upon
presentation and surrender hereof at the principal office of
, in
(the "Bond Registrar") , acting as paying agent, or any successor
paying agent duly appointed by the 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 "Holder" or
"Bondholder") 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 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 instead be
payable to the person that 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 interest on this Bond are payable in lawful
money of the United States of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED 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 (the "Charter") 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 on 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 WHEREOF, 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 City Manager, has caused the
official 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.
c%
(ACC' 73
Page 8 -- Resolution No. 35 - 1997
Date of Registration: Registrable by:
Payable at:
CITY OF FRIDLEY,
Bond registrar' s ANOKA COUNTY, MINNESOTA
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the /s/ Facsimile
Resolution mentioned Mayor
within.
/s/ Facsimile
City Manager
Bond Registrar
By
Authorized Signature
ON REVERSE OF BOND
Redemption. All Bonds maturing after August 1, 2005, 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.
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 be given if and to the extent required by
applicable law, and mailed notice of redemption shall be given to the
paying agent and to each affected Holder of the Bonds
Selection of Bonds for Redemption; Partial Redemption.
To effect a partial redemption of Bonds having a common maturity date,
the Bond Registrar shall assign to each Bond having a common maturity
date a distinctive number for each $5, 000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using such
method of selection as it shall deem proper in its discretion, from
the numbers assigned to the Bonds, as many numbers as, at $5, 000 for
each number, shall equal the principal amount of such Bonds to be
redeemed. The Bonds to be redeemed shall be the Bonds to which were
assigned numbers so selected; provided, however, that only so much of
the principal amount of such Bond of a denomination of more than
$5, 000 shall be redeemed as shall equal $5, 000 for each number
assigned to it and so selected. If a Bond is to be redeemed only in
part, it shall be surrendered to the Bond Registrar (with, if the 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) ,
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°cc""9
Page 9 -- Resolution No. 35 - 1997
and the City shall execute and the Bond Registrar shall authenticate
and deliver to the Holder of such Bond, without service charge, a new
Bond or Bonds of the same series having the same stated maturity and
interest rate and of any authorized denomination or denominations, as
requested by such Holder, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue
in the total principal amount of $9, 575, 000, all of like date of
original issue and tenor, except as to registration number, maturity,
interest rate, denomination and redemption privilege, which Bonds have
been issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes,
Section 475. 67, and pursuant to a resolution adopted by the City
Council, the governing body of the City, on April 28, 1997 (the
"Resolution") , for the primary purpose of providing monies, together
with other available funds of the City, sufficient to prepay the
City's General Obligation Tax Increment Bonds of 1990, dated March 1,
1990 This Bond constitutes a general obligation of the City, and to
provide monies for the prompt and full payment of the principal of and
interest on all of the Bonds, when the same become due, the full faith
and credit and taxing powers of the City have been and are hereby
irrevocably pledged. Each capitalized term which is used but not
otherwise defined in this Bond shall have the meaning given to that
term in the Resolution.
[For Bonds in Book Entry Only Form, the following paragraph shall be
added, and this Bond form (1) may be rearranged so that the signature
blocks hereof appear at the end of the main text of this form or (2)
may otherwise be amended to conform to book entry requirements and the
Letter of Representations. ]
Book Entry Only Form; Letter of Representations.
Pursuant to the Resolution, the Bonds may be issued in Book Entry Only
Form, and during any period in which Bonds are in such form, the
provisions applicable to the Bonds pursuant to the Letter of
Representations (as defined in the Resolution) shall apply,
notwithstanding any contrary or inconsistent provision herein or in
the Resolution.
Denominations; Exchange; Resolution. The Bonds are issuable solely as
fully registered bonds in the denominations of $5, 000 and integral
multiples thereof of a single maturity and are exchangeable for fully
registered Bonds of other authorized denominations of $5, 000 and
integral multiples thereof of a single maturity and are exchangeable
for fully registered Bonds of other authorized denominations in equal
aggregate principal amounts at the principal office of the Bond
Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond
Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
0CC60
Page 10 -- Resolution No. 35 - 1997
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 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 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 he valid or become obligatory for
any purpose or be entitled to any security unless the Certificate of
Authentication hereon shall have been manually executed by the Bond
Registrar.
Designation of Bond Tax Exempt Obligation. This Bond has been
designated by the City as a "qualified tax-exempt obligation" for
purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as
amended.
ABREVIATIONS
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
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
OCC61,
Page 11 -- Resolution No. 35 - 1997
ASSIGNMENT
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) must be guaranteed by a national bank or trust company,
by a brokerage firm having a membership in one of the major stock
exchanges or by 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; Temporary Bonds. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor and City Manager, and the
official seal of the City may be omitted from the Bonds, as permitted
by law; provided that such signatures and said seal may be printed
facsimiles. In the event of disability or resignation or other absence
of any 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 any such officer whose signature
or facsimile of whose signature shall appear on the Bonds shall cease
to be such officer before the delivery of the Bonds, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he or she had remained in office until delivery. The
City may elect to deliver, in lieu of printed definitive bonds, one or
more typewritten temporary bonds in substantially the form set forth
above, with such changes as may be necessary to reflect more than one
maturity in a single temporary bond. Such temporary bonds may be
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Page 12 -- Resolution No. 35 - 1997
executed with photocopied facsimile or manual signatures of the Mayor
and City Manager. Such temporary bonds shall, upon the printing of
the definitive bonds and the execution thereof, be exchanged therefor
and canceled.
9. Authentication. No Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit under this
Resolution unless a Certificate of Authentication on such Bond,
substantially in the form herein above set forth, shall have been duly
and manually executed by an authorized representative of the Bond
Registrar. Certificates of Authentication on different Bonds need not
be signed by the same person. The Bond Registrar shall authenticate
the signatures of officers of the City on each Bond by execution of
the Certificate of Authentication on the Bond and by inserting as the
date of registration in the space provided the date on which the Bond
is authenticated, except that for purposes of delivering the original
Bonds to the Purchaser, the Bond Registrar shall insert as a date of
registration the date of original issue, which date is June 1, 1997.
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 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 of (as
provided in paragraph 9) 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, 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
registered owner 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 obligations of the City evidencing the same debt and entitled to
the same benefits under this Resolution as the Bonds surrendered for
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Page 13 -- Resolution No. 35 - 1997
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 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.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon
transfer of or in exchange for or in lieu of any other Bond shall
carry all the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be
paid on each Interest Payment Date by check or draft mailed to the
person in whose name the Bond is registered (the "Holder") on the
registration books of the City maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month next preceding such
Interest Payment Date (the "Regular Record Date") . Any such interest
not so timely paid shall cease to be payable to the person that is the
Holder thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes available
for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registrar to the Holders not less than
ten (10) days prior to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may
treat the person in whose name any Bond is registered as the owner of
such Bond for the purpose of receiving payment of principal of and
interest (subject to the payment provisions in paragraph 12 above) on
such Bond and for all other purposes whatsoever, whether or not such
bond shall be overdue, and neither the City nor the Bond Registrar
shall be affected by notice to the contrary.
14 . Delivery; Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the 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.
Fund and Accounts. For the convenience and proper administration of
the monies to be borrowed and repaid on the Bonds and the Refunded
Bonds, and to make adequate and specific security to the purchaser and
registered owners from time to time of the Bonds and the refunded
bonds, there is hereby created a special fund to be designated the
"General Obligation Tax Increment Refunding Bonds, Series 1997A, Fund"
(the "Fund") to be administered and maintained by the City Finance
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Page 14 -- Resolution No. 35 - 1997
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 Refunded Bonds and the Bonds herein authorized and the interest
thereon shall have been fully paid. There shall be maintained in the
Fund two separate accounts, to be designated the "Refunding Account"
and the "Debt Service Account", respectively.
(i) Refunding Account. The proceeds of the sale of the Bonds,
less such proceeds of the Bonds (if any) as may be used to pay
issuance expenses or hereinafter directed for deposit into the
Debt Service Account, plus any other available municipal funds
("Other Funds") , if any, as may be required to adequately fund
the Refunding Account to accomplish its purposes, together with
all investment earnings on funds held in the Refunding Account,
are hereby pledged and appropriated and shall be credited to the
Refunding Account. The Refunding Account may be invested only in
securities maturing or callable on such dates and bearing
interest at such rates as shall be required to provide funds
sufficient, together with any cash or other funds retained in the
Refunding Account, and together with monies made available from
the debt service account for the Prior Bonds, to pay all
principal and interest due on the Prior Bonds on August 1, 1997,
whether due thereon by virtue of regularly scheduled debt service
or prior redemption. The monies in the Refunding Account shall be
used solely for the purposes herein set forth and for no other
purpose, except that any surplus in the Refunding Account shall
be remitted to the City. Such Other Funds, if any, as may be
required to fully fund the Refunding Account as described above
are hereby appropriated for said purpose.
Debt Service Account. To the Debt Service Account there are
hereby pledged and irrevocably appropriated and there shall be
credited: (1) all accrued interest and unused discount received
upon delivery of the Bonds which is not then deposited into the
Refunding Account; (2) any balance remaining on August 1, 1997,
after payment thereon of all of the principal of and interest on
all of the Prior Bonds, in the debt service account created for
and allocated to the Prior Bonds pursuant to paragraph 15 of the
Council 's resolution adopted on March 7, 1990, in connection with
the issuance of the Prior Bonds; (3) the tax increments derived
by the City from the Tax Increment Pledge Agreement described in
paragraph 26 of this Resolution, but only in such amounts as
shall be necessary, together with other monies in the Debt
Service Account and available for such purposes, to pay, when
due, the principal of and interest on the Bonds; (4) all
collections of any ad valorem taxes hereafter levied for the
payment of the Bonds; (5) all investment earnings on funds held
in the Debt Service Account; and (6) any amounts received by the
City upon termination of the Refunding Account. The foregoing
funds are hereby pledged to the Debt Service Account, but only in
such amounts and at such times as may be necessary, together with
other available funds therein (and the same shall be used
solely) , to pay the principal of and interest on the Bonds; when
due.
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Page 15 -- Resolution No. 35 - 1997
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 for an available and reasonable
"temporary period" until such proceeds are needed for the purpose
for which the Bonds were issued, and for any available "minor
portion. " To this effect, any proceeds of the Bonds and any sums
from time to time held in the Refunding Account and Debt Service
Account (or any other City account which twill be used to pay
principal and interest to become due on the Bonds) 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
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 Internal Revenue Code of 1986,
as amended, and regulations, rulings and decisions thereunder
(the "Code") .
16. Coverage Test: Certificate of Registration. It is hereby found
and determined that the revenues pledged herein for the payment of the
Bonds will be available in amounts sufficient to produce at least five
percent (5%) in excess of the amount needed to meet, when due, the
principal and interest payments on the Bonds.
The City Clerk is hereby directed to file a certified copy of this
Resolution with the office of the Anoka County Property Records &
Taxation and to obtain the certificate of said office required by
Minnesota Statutes, Section 475. 63.
17 . General Obligation Pledge. For the prompt and full payment of
the principal of and interest on the Bonds, as the same respectively
become due, the full faith and credit and taxing powers of the City
shall be and are hereby irrevocably pledged. If the balance in the
Debt Service Account is ever insufficient to pay all principal and
interest then due on the Bonds, 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. To the extent that it shall ever be necessary to
provide full and timely payment of the debt service on the Bonds, the
City shall levy an ad valorem tax upon all taxable property within the
City sufficient for such purposes.
18 . Prior Bonds, all provisions heretofore made for the security
thereof shall be observed by the City.
Page 16 -- Resolution No. 35 - 1997
19. Redemption of Refunded Bonds. The outstanding Prior Bonds shall
be redeemed and prepaid on August 1, 1997, and prior to said date, the
paying agent/registrar for the Prior Bonds is hereby authorized and
directed to cause notice of said redemption to be published and to be
given to the owners of the Prior vends in such manner as may be
required by law and by the terms of the Prior Bonds.
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 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.
21. Negative Covenant as to Use of Proceeds and Improvements. The
City hereby represents that it has not used, and hereby covenants that
it will not use, and that it has not permitted and will not permit any
such uses, the proceeds of the Bonds or the improvements (the
"Improvements") financed by (or the proceeds of) the Prior Bonds in
such a manner as to cause the Bonds or the Prior Bonds to be "private
activity bonds" under Sections 103 and 141 through 150 of the Code.
In particular, but without limitation, the City covenants to forebear
the implementation, effectuation or enforcement of any and all
contracts or other agreements respecting the Improvements or any
property benefited thereby or assessed with respect thereto, which the
City may now or in the future have with developers, contractors,
owners or any other person or parties to the extent that such
implementation, effectuation or enforcement would "individually or in
the aggregate) cause the Bonds or the Prior Bonds to become such
"private activity bonds, " and to said limited extent the City would
and hereby does (solely for the benefit of the owners of the Bonds)
disavow any and all such provisions, entitlements and enforcements.
22 . 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 (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, if and as applicable. The City does not expect to qualify
for the $5, 000, 000 "small issuer" exception to arbitrage rebate
requirements for calendar year 1997.
23. Designation of Qualified Tax-Exempt Obligations. The City hereby
designates the Bonds as "qualified tax-exempt obligations" within
the meaning of Section 265 (b) (3) of the Code (except that, as
hereinafter provided, the City is treating $9, 485, 000 of the
principal amount of the Bonds as "deemed designated " pursuant to
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Page 17 -- Resolution No. 35 - 1997
Section 265 (b) (3) (D) (ii) of the Code) and represents that:
(a) 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 1997 is not reasonably
anticipated to exceed $10, 000, 000; and
(b) not more than $10, 000, 000 of obligations issued by the City (or
any entity subordinate to, or treated as one issuer with, the City)
during calendar year 1997 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
procedural requirements which may apply in order to effectuate the
designation made by this paragraph.
The City is treating $9, 485, 000 of the principal amount of the Bonds
as "deemed designated" pursuant to the advice of Bond Counsel and
the provisions of Section 265 (b) (3) (D) (ii) of the Code by virtue of
the facts (1) that the Prior Bonds were designated by the City as
qualified tax-exempt obligations pursuant to Section 265 (b) (3) of
the Code; (2) that said $9, 485, 000 portion of the vends, being
current refunding obligations, is not taken into account for
purposes of the 1997 $10, 000, 000 limit, (3) the average maturity of
the Bonds is less than the average maturity of the Prior Bonds; and
(4) that no Bond has a maturity date which is more than 30 years
after the date that the original qualified tax-exempt obligations
[being the Prior Bonds) were issued. With respect to the remaining
$90, 000 of the Bonds which are not "deemed designated" as
hereinabove described, the City is hereby designating said remaining
portion of the Bonds as qualified tax-exempt obligations and is
counting said amount of the Bonds for purposes of determining the
City' s overall $10, 000, 000 limitation for 1997.
24. Defeasance. When any obligation of a Bond has been discharged as
provided in this paragraph, all pledges, covenants and other rights
granted by this Resolution to the registered owner of that Bond (with
respect to the obligation thereof so defeased) shall, to the extent
permitted by law, cease. The City may at any time discharge any or all
of such obligation (s) with respect to any Bond, subject to the
provisions of law now or hereafter authorizing or regulating such
action, by depositing irrevocably in escrow, with a suitable
institution qualified by law as an escrow agent for this purpose, cash
or securities which are backed by the full faith and credit of the
United States of America, bearing interest payable at such times and
at such rates and maturing on such dates and in such amounts as shall
be required and sufficient, subject to sale and/or reinvestment in
like securities, to pay said obligation(s) , which may include any
interest payment on such Bond and/or principal amount due thereon at a
stated maturity (or if irrevocable provision shall have been made for
permitted prior redemption of such principal amount, at such earlier
redemption date) .
j,.
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Page 18 -- Resolution No. 35 - 1997
25. Continuing Disclosure Undertaking. The Council hereby
acknowledges that the Bonds are subject to continuing disclosure
requirements under Rule 15c2-12 (b) (5) (the "Rule") of the Securities
and Exchange Commission. Consequently, on the date of actual issuance
and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Undertaking (the "Undertaking") "hereunder the
City will covenant to provide, or cause to be provided, annual
financial information, including audited financial statements of the
City, and notices of certain material events, as specified in the
Undertaking. The proposed form of the Undertaking which has been
submitted to the City for the Council ' s consideration is hereby
approved, and the officers of the City are hereby authorized to
execute and deliver that Undertaking in the proposed form or in such
final form thereof reflecting such modifications thereof as are
consistent with the Rule, requested by the original purchaser of the
Bonds and acceptable to the City officials who shall execute the
Undertaking (which consent shall be conclusively evidenced by their
execution and delivery thereof) . The Undertaking, as so executed and
delivered by the City, shall be as much a part of this Resolution as
if set forth in full herein and shall be for the benefit of the owners
from time to time of the Bonds.
26. Tax Increment Pledge Agreement. The Council hereby approves and
authorizes the Mayor and City Manager to execute that certain Tax
Increment Pledge Agreement, dated as of June 1, 1997, respecting the
bonds, which Agreement is between the City and the Fridley HRA and has
been presented for the Council' s consideration, with such
modifications, if any, as such officers shall approve, as evidenced by
their execution and delivery thereof.
27. Severability. If any section, paragraph or provision of this
Resolution shall be held to be invalid or unenforceable for any
reason, the invalidity or unenforceability of such section, paragraph
or provision shall not affect any of the remaining provisions of this
Resolution.
PASSES AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS
28TH DAY OF APRIL, 1997 .
Aq CY J/ OR i N ( - MAYOR
ATTEST:
AQ, eL„, Q
WILLIAM A. CHAMPA - CITY c1ERK