Res 1996-111 RESOLUTION NO. 111 - 1996
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
THE CITY'S $2,935,000 GENERAL OBLIGATION BONDS,
SERIES 1996A
BE IT RESOLVED by the City Council (the "Council") of the City of
Fridley, Minnesota (the "City") , as follows:
1. Recitals. It is hereby determined:
(a) That the assessable and other public improvement projects (the
"Improvements") described in the attached Exhibit B 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 the applicable provisions of
the City' s Home Rule Charter and/or Minnesota Statutes, Section
444 .075 or Chapter 429, as the case may be.
(b) That is it necessary and expedient to the sound financial
management of the affairs of the City that the City issue its bonds
pursuant to Minnesota Statutes, Chapters 429 and 475, to provide
financing for the Improvements.
(c) Those Improvements being undertaken by the City pursuant to
Minnesota Statutes, Chapter 429 (the "Chapter 429 Improvements") ,
and all their components have been ordered on or prior to the date
hereof, after a hearing thereon (except where not required by law)
for which mailed and published notice was duly given as required by
law describing said Improvements and all their components by general
nature, estimated cost, and area to be assessed.
2 . Acceptance of Offer; Book Entry Bonds.
(a) Acceptance of Offer. The offer of
(the "Purchaser") to purchase the City's $2, 935, 000 General
Obligation Bonds, Series 1996A (the "Bonds") , 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, a limited
purpose trust company organized under the laws of the State of New
York, 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 for purposes
of complying with this applicable terms of this Resolution,
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. "
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Resolution No. 111-1996 - Page 2
(ii) Upon initial issuance, ownership of the Bonds shall be
registered in a bond register maintained by the Bond Registrar
(hereinafter defined) in the name of CEDE & CO. , as the nominee
(it or any nominee of the existing or a successor Depository, the
"Nominee") .
(iii) With respect to the Bonds, neither the City nor the Bond
Registrar shall have any responsibility or obligation to any
broker, dealer, bank, or any other financial institution for
which the Depository holds Bonds as securities depository (the
"Participant") or 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,
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
Resolution No. 111-1996 - Page 3 O .*J :,ri
such Bond shall be made and given, respectively, by the Bond
Registrar or the City, as the case may be, to the Depository as
provided in the Blanket Letter of Representations required by the
Depository as a condition to its acting as book-entry Depository
for the Bonds (said Blanket Letter of Representations, together
with any replacement thereof or amendment or substitute thereto,
including any standard procedures or policies referenced therein
or applicable thereto respecting the procedures and other matters
relating to the Depository's role as book-entry Depository for
the Bonds, are collectively hereinafter referred to as the
"Blanket 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 Blanket Letter of
Representations .
(c) Termination of Book-Entry Only System. Discontinuance of a
particular Depository' s services and termination of the book-entry
only system may be effected as follows:
(i) The Depository may determine to discontinue providing its
services with respect to the Bonds at any time by giving written
notice to the City and discharging its responsibilities with
respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the 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
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Resolution No. 111-1996 - Page 4
be issued certificates for the Bonds, the Bonds shall no longer
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. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with
paragraph 11 hereof, the Bonds will be delivered to the
Beneficial Owners.
(d) Blanket Letter of Representations. The execution by and in the
name of the City of the Blanket Letter of Representations in
substantially the form on file in the offices of the City is hereby
authorized. The provisions in the Blanket Letter of Representations
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 are
inconsistent or in conflict with the provisions of the Blanket
Letter of Representations, the provisions in the Blanket Letter of
Representations shall control .
3 . Title; Original Issue Date; Denominations; Maturities. The Bonds
shall be titled "General Obligation Bonds, Series 1996A, " shall be
dated December 1, 1996, 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:
Years Amounts Years Amounts
1998 $170, 000 2006 $245,000
1999 205, 000 2007 255, 000
2000 205, 000 2008 130, 000
2001 215, 000 2009 140, 000
2002 215, 000 2010 145, 000
2003 220, 000 2011 155, 000
2004 230, 000 2012 165, 000
2005 240, 000
As described in the attached Exhibit B, of the total $2, 935,000 of the
principal amount of the Bonds, $320, 000 (the "Improvement Bonds") are
for financing the assessable Chapter 429 Improvements, $865,000 (the
"Storm Sewer Bonds") are for financing the storm sewer improvements,
and $1, 750, 000 (the "Water Bonds") are for financing the water system
improvements; and the separate, allocated maturity schedules of each
of the aforesaid components of the Bonds are set forth in the Exhibit
A attached hereto and made a part hereof.
4 . Purpose. The Bonds shall provide funds to finance the
Improvements. The total cost of the Improvements, which shall include
all costs enumerated in Minnesota 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 semiannually on
February 1 and August 1 of each year (each, an "Interest Payment
Date") , commencing August 1, 1997, calculated on the basis of a 360-
day year consisting of twelve 30-day months, at the respective rates
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Resolution No. 111-1996 - Page 5
per annum set forth opposite the maturity years, as follows:
Maturity Interest Maturity Interest
Year Rate Year Rate
1998 2006
1999 2007
2000 2008
2001 2009
2002 2010
2003 2011
2004 2012
2005
6 . Redemption. All Bonds maturing after February 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 to date of redemption. Redemption may be in whole or in part
of the Bonds subject to prepayment. If redemption is in part, the
City shall determine the amount of Bonds of each maturity to be
prepaid; and if only part of the Bonds having a common maturity date
are called for prepayment, the specific Bonds to be prepaid shall be
chosen by lot by the Bond Registrar. Bonds or portions thereof called
for redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the redemption
date. Published notice of redemption shall in each case be given if
and to the extent required by applicable law, and at least 30 days '
mailed notice of redemption shall be given to the paying agent and to
each affected registered owner of the Bonds.
To effect a partial redemption of Bonds having a common maturity date,
the Bond Registrar, prior to giving notice of redemption, shall assign
to each Bond of that maturity a distinctive number for each $5, 000 of
the principal amount of such Bond. The Bond Registrar shall then
select by lot, using such method of selection as it shall deem proper
in its discretion, from the numbers 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 or Bond
Registrar duly executed by the registered owner thereof or by the
registered owner's attorney, duly authorized in writing) and the City
shall execute (if necessary) and the Bond Registrar shall authenticate
and deliver to the registered owner of such Bond, without service
charge, a new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or
denominations, as requested by such registered owner, in aggregate
principal amount equal to and in exchange for the unredeemed portion
of the principal of the Bond so surrendered.
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Resolution No. 111-1996 - Page 6
7 . Bond Registrar. , in
, is appointed to act as bond registrar and
transfer agent with respect to the Bonds (the "Bond Registrar") , and
shall do so unless and until a successor Bond Registrar is duly
appointed, all pursuant to any contract the City and Bond Registrar
shall execute which is consistent herewith. The Bond Registrar shall
also serve as paying agent unless and until a successor paying agent
is duly appointed. The principal of and interest on the Bonds shall
be paid to the registered owners (or record owners) of the Bonds in
the manner set forth in the form of Bond and paragraph 13 of this
Resolution.
8 . Form of Bond. The Bonds, together with the Bond Registrar' s
Certificate of Authentication, the form of Assignment and the
registration information thereon, shall be in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF FRIDLEY
R- $
GENERAL OBLIGATION BOND, SERIES 1996A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Fridley, Anoka County, Minnesota (the "City") , hereby
acknowledges itself to be indebted and, for value received, promises
to pay to the registered owner specified above, or registered assigns,
in the manner hereinafter set forth, the principal amount specified
above on the maturity date specified above, unless duly called for
earlier redemption, and to pay interest thereon semiannually on
February 1 and August 1 of each year (each, an "Interest Payment
Date") , commencing August 1, 1997, at the rate per annum specified
above (calculated on the basis of a 360-day year consisting of twelve
30-day months) until the principal sum is paid or has been provided
for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has
been paid, from the date of original issue hereof . The principal of
and premium, if any, on this Bond are payable upon presentation and
surrender hereof at the principal office of , in
(the "Bond Registrar") , acting as
paying agent, or at the principal office of any successor paying agent
duly appointed by the City. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in
whose name this Bond is registered (the "Registered Owner") on the
registration books of the City maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the
fifteenth day of the calendar month preceding such Interest Payment
Date (the "Regular Record Date") . Any interest not so timely paid
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Resolution No. 111-1996 - Page 7
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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOI , 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 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 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 its City Manager; has caused
the corporate seal of the City to be intentionally omitted herefrom,
as permitted by law; and has caused this Bond to be executed manually
by the Bond Registrar, acting as the City' s duly appointed
authenticating agent for the Bonds.
Date of Registration: Registrable by:
Payable at:
BOND REGISTRAR' S CITY OF FRIDLEY,
CERTIFICATE OF ANOKA COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the /s/ Facsimile
Resolution mentioned Mayor
within.
/s/ Facsimile
City Manager
Bond Registrar
By /s/ Manual
Authorized Signature
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Resolution No. 111-1996 - Page 8
ON REVERSE OF BOND
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
Redemption. All Bonds of this issue maturing after February 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 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 and to the extent required by applicable law,
and at least 30 days ' mailed notice of redemption shall be given to
the paying agent and to each affected registered owner of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect a
partial redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond of that maturity a distinctive
number for each $5, 000 of the principal amount of such Bond. The Bond
Registrar shall then select by lot, using such method of selection as
it shall deem proper in its discretion, from the numbers assigned to
the Bonds, as many 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 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
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.
Issuance; Purpose; General Obligation. This Bond is one of an issue
in the total principal amount of $2,935,000, 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
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Resolution No. 111-1996 - Page 9
and laws of the State of Minnesota and the Home Rule Charter of the
City and pursuant to a resolution adopted by the City Council on
November 4, 1996 (the "Resolution") , for the purpose of providing
money to finance certain costs of certain assessable and other public
improvements within the City. This Bond constitutes a general
obligation of the City, and to provide moneys for the prompt and full
payment of its principal, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the City
have been and are hereby irrevocably pledged.
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
Blanket Letter of Representations. ]
Book Entry Only Form: Blanket 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 Blanket Letter of
Representations 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 in equal aggregate
principal amounts at the principal office of the Bond Registrar, but
only in the manner and subject to the limitations provided in the
Resolution. Reference is hereby made to the Resolution for a
description of the rights and duties of the Bond Registrar. Copies of
the Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Registered Owner in person
or by the Registered Owner' s attorney duly authorized in writing at
the principal office of the 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
Resolution No. 111-1996 - Page 10
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.
Oualified Tax-Exempt Obligations . The Bonds have been designated by
the City as "qualified tax-exempt obligations" for purposes of Section
265 (b) (3) of the Internal Revenue Code of 1986, as amended.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Bond, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
the within Bond and does hereby
irrevocably constitute and appoint 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.
Resolution No. 111-1996 - Page 11
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 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
II maturity in a single temporary bond. Such temporary bonds shall, upon
the printing of the definitive bonds and the execution thereof, be
exchanged therefor and canceled.
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 Bond Registrar shall insert as a date of
registration the date of original issue, which date is December 1,
1996 . The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and
delivered under this Resolution.
11 . 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 (as
provided in paragraph 10) of, and deliver, in the name of the
002'D2
Resolution No. 111-1996 - Page 12
designated transferee or transferees, one or more new Bonds of any
authorized denomination cr denominations cf 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 surrendered for exchange, the City shall
execute (if necessary) , and Lhe 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 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.
12 . Rights Upon Transfer or Exchange. Each Bond delivered upon
transfer of or in exchange for or in lieu of any other Bond shall
carry all the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Bond.
13 . Interest Payment; Record Date. Interest on any Bond shall be
paid on each Interest Payment Date by check or draft mailed to the
person in whose name the Bond is registered on the registration books
of the City maintained by the Bond Registrar and at the address
appearing thereon at the close of business on the fifteenth (15th) day
of the calendar month preceding such Interest Payment Date (the
"Regular Record Date") . Any such interest not so timely paid shall
cease to be payable to the person who is the registered owner thereof
as of the Regular Record Date, and shall be payable to the person who
is the registered owner thereof at the close of business on a date
(the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the
®O,.,r y O
Resolution No. 111-1996 - Page 13
registered owners not less than ten (10) days prior to the Special
Record Date.
14 . Treatment of Registered Owner. The City and Bond Registrar may
treat the person in whose name any Bond is registered as the owner of
such Bond for the purpose of receiving payment of principal of and
premium, if any, and interest (subject to the payment provisions in
paragraph 13 above) on, such Bond and for all other purposes
whatsoever whether or not such Bond shall be overdue, and neither the
City nor the Bond Registrar shall be affected by notice to the
contrary.
15. Delivery; Application of Proceeds. The Bonds when so prepared
and executed shall be delivered by the City Finance Director to the
Purchaser upon receipt of the purchase price, and the Purchaser shall
not be obliged to see to the proper application thereof.
16 . Fund and Accounts . There is hereby created a special fund of the
City designated the "$2, 935, 000 General Obligation Bonds, Series 1996A
Fund" (the "Fund") to be held and administered by the City as a
bookkeeping account separate and apart from all other funds maintained
in the official financial records of the City. The Fund shall
continue to be maintained in the manner herein specified until all of
the Bonds herein authorized and all other bonds payable from said Fund
and the interest thereon have been fully paid. There shall be
maintained in the Fund two (2) separate accounts, to be designated the
"Capital Account" and "Debt Service Account" , respectively.
(i) Capital Account . To the Capital Account there shall be
credited the proceeds of the sale of the Bonds, net of the
amounts thereof allocated to the Debt Service Account pursuant to
paragraph 16 (11) below. Said monies shall be segregated into
separate subaccounts of the Capital Account for the specific
improvements to which they relate, being the Chapter 429
Improvements and the water and storm sewer improvements,
respectively, referenced in Exhibit B of this Resolution. From
each such subaccount (including any earnings thereon) there shall
be paid all costs and expenses of making the Improvements to
which each such subaccount relates, including the cost of any
construction contracts heretofore let or hereafter to be let and
all other costs, incurred and to be incurred for the particular
Improvement, of the kind authorized in Minnesota Statutes,
Section 475.65, and such monies in the respective subaccounts of
the Capital Account shall be used for no other purposes except as
otherwise provided by law or this Resolution.
(ii) Debt Service Account. To the Debt Service Account there are
hereby pledged and irrevocably appropriated and there shall be
credited, subject to the conditions hereinafter stated:
(1) The accrued interest on the Bonds paid by the Purchaser on the
actual date of settlement of the Bonds, $ of
additional proceeds of the Bonds, and all funds paid for the Bonds in
excess of $2, 899, 780, all to be used for the payment of the interest
first coming due on the Bonds.
Ce./
Resolution No. 111-1996 - Page 14
(2) The assessments described in paragraph 17 of this Resolution.
(3) Net Revenues (hereinafter defined) of the City's municipal water
system and storm sewer system, respectively.
(4) All collections of any ad valorem taxes hereinafter or hereafter
levied for the payment of the Bonds.
(5) All investment earnings on funds held in the Debt Service Account.
(6) Any and all other monies which are properly available and which
are appropriated by the Council to the Debt Service 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 the other available funds therein and available for such
purposes, (and the same shall be used solely) to pay the principal of
and interest on the Bonds, or allocable portions thereof, when due,
subject to the following conditions:
(1) Under applicable Minnesota law or City procedures, certain of the
sources of funds described above may be used or pledged only for
specified purposes, and it is the intent of the Council to abide by
such restrictions and further to allocate the appropriate revenues to
pay for the improvements to which the generation of those revenues
relates . Accordingly, the general dedication of revenues hereinabove
to the Debt Service Account shall be subject to such restrictions, and
such pledges are hereby limited by such applicable provisions of law
and City procedures, without, however, affecting in any way the City' s
pledge of its full faith and credit and general ad valorem taxing
powers to the payment of all of the Bonds, when due.
(2) The Net Revenues of the City' s municipal water system and utility
shall be used only for the payment of the debt service on the Water
Bonds.
(3) The Net Revenues of the City' s municipal storm sewer system and
utility and the ad valorem taxes levied pursuant to paragraph 18 of
this Resolution shall only be used for the payment of the debt service
on the Storm Sewer Bonds.
(4) The assessments described in paragraph 17 of this Resolution shall
only be used for the payment of the debt service on the Improvement
Bonds.
As used in this paragraph, Net Revenues shall mean the gross revenues
derived by the City from the operation of its municipal water system
or its municipal storm sewer system, as the case may be, including all
charges for service, use, availability, and connection to the
applicable 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 said system. If any payment of principal or interest
on those Bonds payable from such respective sources of Net Revenues
shall become due when there are not sufficient funds pledged for such
purposes in the Debt Service Account 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
iw
Resolution No. 111-1996 - Page 15
for such advances from the proceeds of the applicable Net Revenues,
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 and its municipal
storm sewer system, respectively, at the times and in the amounts
required to produce such Net Revenues adequate, together with other
sources of funding available for such purposes, to pay in a full and
timely manner all principal of and interest on those Bonds payable
hereunder from such revenues, respectively, and on any and all other
obligations which are or may become payable in whole or in part from
such Net Revenues. Provided such debt service coverage is found to
exist (and the Council hereby makes said finding with respect to the
portions of the Bonds payable therefrom) , the City may issue
additional obligations secured in whole or in part from such Net
Revenues, whose pledge to any such new obligations may be made
superior or subordinate to, or on a parity with, the pledges of such
Net Revenues made herein to the applicable portions of the Bonds,
respectively.
The City has heretofore issued and currently has outstanding certain
general obligations of the City which are payable from certain of 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 portion of the
Bonds payable therefrom, and all such additional obligations, and
accordingly the pledges and appropriations of Net Revenues to the
payment of the respective portions of the Bonds pursuant to this
Resolution are hereby made on a parity with any and all such prior
pledges of Net Revenues .
17 . Assessments . It is hereby determined that no less than twenty
percent (20%) of the cost to the City of the Chapter 429 Improvements
financed hereunder within the meaning of Minnesota Statutes, Section
475 .58, Subdivision 1 (3) , shall be paid by special assessments
heretofore levied or to be levied hereafter against every assessable
lot, piece and parcel of land benefitted by any of those Improvements.
The City hereby covenants and agrees that it will let all
construction contracts not heretofore let within one (1) year after
ordering each of said Improvements financed hereunder unless the
resolution ordering said Improvement specifies a different time limit
for the letting of construction contracts. The City hereby further
covenants and agrees that it will do and perform as soon as they may
be done, all acts and things necessary for the final and valid levy of
such special assessments, and in the event that any such assessment be
at any time held invalid with respect to any lot, piece or parcel of
land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the Council or any of
the City officers or employees, either in the making of the
assessments or in the performance of any condition precedent thereto,
the City and the Council will forthwith do all further acts and take
all further proceedings as may be required by law to make the
assessments a valid and binding lien upon such property.
CCM
Resolution No. 111-1996 - Page 16
At the time all of the assessments are in fact levied the Council
shall, based on the then-current estimated collections of the
assessments, make any adjustments in any ad valorem taxes required to
be levied in order to assure that the City continues to be in
compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
18 . Tax Levies . To provide moneys for payment of the principal of
and interest on the Storm Sewer Bonds, there is hereby levied upon all
of the taxable property in the City a direct annual ad valorem tax
which shall be spread upon the tax rolls and collected with and as
part of other general property taxes in the City for the years and in
the amounts as follows:
Year of Tax Year of Tax
Levy Collection Amount
[See Attached Schedule of Levies]
The tax levies shall be irrepealable so long as the Bonds described in
this paragraph are outstanding and unpaid, provided that the City
reserves the right and power to reduce the levies in the manner and to
the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3 .
19 . 105% Debt Service Coverage. It is hereby determined and
reasonably anticipated that the estimated collections of the revenues
available to the Debt Service Account will produce at least 5% in
excess of the amount needed to meet, when due, the principal of and
interest on the Bonds . The City Clerk is directed to file a certified
copy of this Resolution with the office of Anoka County Property
Records & Taxation and to obtain the certificate of said official
required by Minnesota Statutes, Section 475 .63 .
20 . 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 there from, 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.
21. Records and Certificates. The officers of the City are hereby
authorized and directed to prepare and furnish to the Purchaser, and
to the attorneys approving the legality of the issuance of the Bonds,
certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City,
and such other affidavits, certificates and information as are
required to show the facts relating to the legality and marketability
of the Bonds as the same appear from the books and records under their
custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any
�a
Resolution No. 111-1996 - Page 17
heretofore furnished, shall be deemed representations of the City as
to the facts recited thcrcin.
22 . Negative Covenant as to Use of Improvements. 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
arrangements for the cost of the Improvements, in such a manner as (or
to take any action or permit any other circumstance to exist or any
action to be taken, the effect to which would be) to cause the Bonds
to be "private activity bonds" within the meaning of 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 benefitted thereby or assessed with
respect thereto, which it 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 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
which would or could become so offending.
23 . 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 (together with other obligations reasonably expected to be
issued and outstanding at one time in this calendar year) exceed the
small-issuer exception amount of $5, 000, 000 . For purposes of
qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City hereby finds, determines and declares
that (1) the Bonds are issued by a governmental unit with general
taxing powers, (2) no Bond is a private activity bond, (3) ninety-five
percent (95%) or more of the net proceeds of the Bonds are to be used
for local governmental activities of the City (or of a governmental
unit the jurisdiction of which is entirely within the jurisdiction of
the City) , and (4) the aggregate face amount of all tax-exempt
obligations (other than private activity bonds) issued by the City
(and all entities subordinate to, or treated as one issuer with, the
City) during the 1996 calendar year is not reasonably expected to
exceed $5, 000, 000, all within the meaning of Section 148 (f) (4) (D) of
the Code.
24 . Designation of Oualified 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 and hereby determines 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 1996 will not exceed
$10, 000, 000; and
007,03
Resolution No. 111-1996 - Page 18
(b) not more than $10, 000, 000 of obligations issued or to be issued
by the City during calendar year 1996 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.
25 . 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) .
26 . Compliance With Reimbursement Bond Regulations. With respect to
the Improvements, the City has complied and will continue to comply
with the "Reimbursement Regulations" provided in United States
Treasury Regulations Section 1.103-18, and any successor regulations
as may be applicable, including Section 1.150-2 . In particular,
except where the following may not be required by said Regulations
(e.g. , with respect to certain "preliminary expenditures") , to the
extent that any of the proceeds of the Bonds will be used to reimburse
the City for a cost of the Improvements theretofore paid and
temporarily financed by the City out of other City funds, prior to the
initial payment thereof (or within applicable time limits thereafter)
the City has made or will have made a duly qualifying statement of its
official intent to bond for such costs (and the City will also make
the written "reimbursement allocation" required by the Reimbursement
Regulations) ; otherwise, the proceeds of the Bonds are to be used for
initial payment, and not for such reimbursement, of costs of the
Improvements.
27 . 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") whereunder 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
CO9
Resolution No. 111-1996 - Page 19
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.
28 . 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.
29. Headings. Headings in this Resolution are included for
convenience of reference only and shall not limit or define the
meaning of any provision hereof.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 4TH
DAY OF NOVEMBER, 1996 . Ase,
WILLIAM J. tIEE - MAYOR
ATTEST:
)i" • -AI!..m.I
WILLIAM A. CHAMPA - •fTY CLERK
III Resolution No. 111-1996 - Page 20 ,.,
Page 22 -- Resolution No. 111 - 1996
EXHIBIT A
Internal Maturity Schedule of $2, 935,000
General Obligation Bonds,
Series 1996A
Dated December 1, 1996, of the City of Fridley, Minnesota
(in 000's) I
Maturity Improvement Storm Sewer Water Total
Bonds Bonds Bonds
Date
02/01/98 35 70 65 170
02/01/99 35 80 90 205
02/01/00 35 80 90 205
III 02/01/01 35 85 95 215
02/01/02 30 85 100 215
02/01/03 30 85 105 220
02/01/04 30 90 110 230
02/01/05 30 95 115 240
02/01/06 30 95 120 245
02/01/07 30 100 125 255
02/01/08 130 130
02/01/09 140 140
02/01/10 145 145
02/01/11 155 155
02/01/12 165 165
Totals $320 $865 $1,750 $2, 935