The URL can be used to link to this page

08/14/1986 SPEC - 5159CITY OF FRIDLEY SPECIAL �ITY COUNCIL MEETING AJGUST 14, 1986 9:00 P.�{, 1� CONSIDERATION OF A RESOLUTION AWARDING THE SALE OF $IO,O�lS,OOO GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1986, FIXING THEIR FORM AND $PECIFICATIONS, DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING THEIR PAYMENT Z. CONSIDERATION OF A RESOLUTION AWARDING THE SALE OF $Z,705,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, $ERIES 1986, FIXING THEIR FORM AND SPECIFICATIONS, DIRECTING THEIR EXECUTION AND DELIVERY;AND PROVIDING FOR THEIR PAYMENT 3� RECEIVING BIDS AND AWARDING CONTRACT FOR WATER AND SANITARY SEWER PROJECT N0, 162 . �4. RECEIVIIVG BIDS AND CONSIDERATION OF AWARDING CONTRACT FOR DEMOLITION AND SITE GRADING PROJECT No. 163 _ 5� RECEIVING B1DS AND CONSIDERATION OF AWARDING CONTRACT FOR LANDSCAPING, IRRIGATION AND �.IGHTING PROJECT N0, 168 6� RECEIVIt�G B1DS AND CONSIDERATION OF AWARDING CONTRACT FOR STREET IMPROVEMENT PROJECT �VO� ST, 1986 - 1& 2, PHASE II 7 � OTH ER C�- r , ' . _ (S! �� 0 + 1 t � � � . 1 , ; Extract of Minutes of Meeting of the City Council of the City of Fridley County of Anoka, Minnesota Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Fridley, Minnesota, was duly held in the Fridley City Hall on August 14, 1986, commencing at 7:30 o'clock p.m., C.T. The following Councilmembers were present: and the following were absent: **� *** *** The Mayor announced that the meeting was convened for consideration of awarding the sale of the City's $10,045,000 General Obligation Tax Increment Refunding Bonds, Series 1986. Councilmember then introduced the following resolution and moved its adoption: RESOLUTION NO. -1986 RESOLUTION AWARDING THE SALE OF $10,045,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1986; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT. BE ZT RESOLVED by the City Council of the City of Fridley, Minnesota, as follows: 1. Definitions. As used in this Resolution and in the Escrow Deposit Agreement, in addition to any terms which may be defined in the text of this Resolution or in said Agree- ment, the following terms shall have the following respec- tive meanings: "Alternative Crossover Date" means the first day of any month not later than August 1, 1993, established pursuant to the Escrow Deposit Agreement as the end of an Alternative Crossover Period. "Alternative Crossover Period" means any period beginning on the First Crossover Date or an Alternative Crossover Date and ending on the next succeeding Alter- native Crossover Date. "Bank" means the same as that term is defined in the Series 1985 Indenture, being as of the date hereof National Australia Bank Limited, acting through its New York Branch. "Bonds" means the City's $10,045,000 General Obli- gation Tax Increment Refunding Bonds, Series 1986, as authorized to be issued pursuant to this Resolution. "Crossover Date" means the First Crossover Date or the Alternative Crossover Date on which, pursuant to this Resolution and the Escrow Deposit Agreement, the crossover refunding of the Series 1985 Bonds shall actually occur. "Debt Service Fund" and "Series 1986 �ebt Service Fu�d" mean the debt service fund cre��ed for the Bonds puzsuant to paragraph 13 of this Resolution. - 2 - "Escrow Account" means the account of that name created pursuant to the Escrow Deposit Agreement. "Escrow Deposit Agreement" means the Escrow Deposit Agreement respecting the Bonds, dated as of August 1, 1986, between the City and First Trust Company, Inc., as Escrow Agent thereunder, and any permitted amendments thereof or successors thereto. "First Crossover Date" means February 1, 1990. "First Crossover Period" means the period beginning on the date of issuance of the Bonds and ending on the First Crossover Date. "HRA" means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota. �Interest Account" means the account of that name created in the Series 198b Debt Service Fund pursuant to this Resolution. "Principal Account" means the account of that name created in the Series 1986 Debt Service Fund pursuant to this Resolution. "Reimbursement Agreement" means the Credit Agree- ment respecting the Bonds, as defined in the Series 1985 Indenture, being as of the date hereof that certain Reimbursement Agreement, dated as of December 1, 1985, between the City and the Bank, as amended. "Resolution" and "Series 1986 Bond Resolution" mean this resolution. "Series 1985 Bonds" means the City's $11,550,000 Variable Rate Demand General Obligation Tax Increment BondsE Series 1985, dated December 30, 1985, and issued pursuant to the Series 1985 Bond Resolution and the Series 1985 Indenture. "Series 1985 Bond Resolution" means Resolution No. 110-1985, adopted by the City Cauncil� on December 16, 1985, authorizing the issuance of the Series 1985 Bonds. "Series 1985 Indenture" means the Trust Indenture respecting the Bonds, dated as of December 1, 1985, between the Caty ��a� Firs� Trust Company, inc., as Trustee thereur�dero and resp��ting the Series 1985 Bonds. - 3 - (The following tax increment definitions have intentionally been placed in other than alphabetical order) "Tax Increment Pledge Agreement" means the Tax Increment Pledge Agreement, dated as of December 1, 1985, between the City and the HRA pursuant to whiCh certain tax increments from the Tax Increment Districts were pledged to the payment of the Series 1985 Bonds. "Amended. Tax Increment Pledge Agreement" means the agreement of that title, substantially in the form and of the content of the attached Exhibit A, dated as of August 1, 1986, to be executed by the City and the HRA in amendment of the Tax Increment Pledge Agreement in connection with the issuance of the Bonds. "Tax Increment Districts" means the HRA's Tax In- crement Financing District Nos. 1 through 6 within its Housing and Redevelopment Project No. 1. "Series 1985 Tax Increments" means the same as the .term "Tax Increments," as referenced in paragraph 7(a) of the Series 1985 Bond Resolution and defined in para- graph 2 of the Tax Increment Pledge Agreement and con- sisting generally of those tax increments derived by the HRA from its Tax Increment Districts and pledged to the Series 1985 Bonds in amounts, but only in such amounts, necessary to pay the principal of, interest on, and premium, if any, on the Series 1985 Bonds and in certain circumstances the Purchase Price (as defined in the � Series 1985 Indenture) thezeof. "Modified Series 1985 Tax Increments" means the Series 1985 Tax Increments, except the portion thereof (the "Excepted Portion") which would, but for the issu- ance of the Bonds and the application of the proceeds thereof under this Resolution and the Escrow Deposit Agreement, be required by the Series 1985 Bond Resolu- tion and the Series 1985 Indenture to be deposited in the debt service account established by the Series 1985 Bond Resaluti,on €or the payment of that portion of the principal of the Series 1985 Bonds which will hereafter be paid from the Escrow Account, whether upon mandatory sinking fund redemption on or prior to, or upon optional redemption on, the Crossover Date, said principal of the Series 1985 Bonds to be paid from the Escrow Account being in the aggregate $9,817,500; provided, however, that during any period in which there are amo�nts owed and unpaid by the City to the �ank pursuan� to the Reim- bursement AgreementF the Excepted Partion defined here- ir��bove shall t�e reduce� tca the greater of (a) zero or (b) �Y�e difference between the Excepted Portion (as - 4 - determined without reference to this proviso) and such owed and unpaid amounts. "Pre-Crossover Available Tax Increments" means the tax increments to be derived from the FiRA's Tax Incre- ment Districts; except such tax increments which were excluded from the definition of the Series 1985 Tax Increments pursuant to paragraph 2 of the Tax Increment Pledge Agreement; except such tax increments. if any, which the HRA has, from the time of adoption of the Series 1985 Bond Resolution to the time of adoption of this Resolution, pledged or otherwise dedicated; and except the Modified Series 1985 Tax Increments. "Post-Crossover Available Tax Increments" means the Pre-Crossover Available Tax Increments plus the Modified Series 1985 Tax Increments. 2. Authorization of Issuance. The City has heretofore issued its Series 1985 Bonds for the purpose of financing various public improvement costs associated with the Housing and Redevelopment Project No. 1 of the Housing and Redevel- opment Authority in and for the City of Fridley, Minnesota, and the Council hereby determines that it would be in the best interests of the City, and would be necessary or de- sirable for the stabilization and/or reduction of the debt service costs to the City with respect to the Series 1985 Bonds and for the adjustment of the maturities thereof in relation to the resvurces available for their payment, to issue the Bonds for the purpose of crossover refunding the Series 1985 Bonds pursuant to Minnesota Statutes, Sections 273.71 through 273.78, inclusive, and Chapter 475, including without limitation, Section 475.67, Subdivision 13. The Bonds shall be issued for the following purposes: Approximate Cost of Purchase of Refunding Obligations under the Escrow Deposit Agreement Discount Costs of Issuance Total $9,817,500 150,675 76,825 $10,045,000 The Council hereby determines that the unspent proceeds of the Series 1985 Bonds are needed and will be applied and expended for the purposes for which the Series 1985 Bonds were issued. 3. Acceptance of Purchase Offer. Pursuant to Minne- sota Statutes� Section 475.60, Subdivision 2(5). the City is authorized to negotiate the sale of the Bonds without public sale. The affer of l�iller & Schroeder Financial, I�c. (the "Purchaser"�, to purchase the Bonds is hereby accepted, such - 5 - _ bid being to purchase the Bonds at a price of $9,894,325 plus accrued interest to date of delivery, the Bonds to bear interest, to mature in the years and amounts, and to be sub- ject to such other terms and conditions as hereinafter pro- vided. The officers of the City are hereby authorized and directed to execute on behalf of the City the Bond Purchase Agreement presented to the City by the Purchaser respecting the purchase of the Bonds by the Purchaser. 4. Maturities, Mandatory Sinking Fund Redemptions, and Other Terms. The City of Fridley shall forthwith issue and sell the Bonds, which shall be dated August 1, 1986, shall be fully registered without interest coupons and shall be numbered R-1 et seg., shall be in the denomination of $5,000 each, or in integral multiples thereof, shall bear interest as set forth below, all interest payable February 1, 1987, and semiannually thereafter on February 1 and August 1 in each year, and shall bear interest at the rates per annum and mature on February 1 in the years and amounts as fol- lows, respectively: Year 1991 1996 2000 Amount , $1,405,000 3,345,000 5,295,000 Rate 6.00$ 7.00 7.40 All Bonds maturing on February 1, 1991, are subject to mandatory sinking fund redemption by the City at par plus accrued interest on February 1 in the years and amounts as follows, respectively: Year 1988 1989 1990 Amount $ 230,000 390,000 365,000 Al1 Hflnds maturing on February 1, 1996, are subject to mandatory sini�ing fund redemption by the City at par plus accrued interest on F'ebruary I in the years and amounts as folloc��, respectivel�: Year 1992 1993 1994 1995 Amount $ 545,000 610,000 685,000 685,000 All Bonds maturing on February 1, 2flt;0, aze subject to mandatory sinking fund redemption by the City at par plus - 6 - accrued interest on February 1 in the years and amounts as follows, respectively: Year Amount 1997 $ 915,000 1998 1,110,000 1999 1,175,000 The specific Bonds, or portions thereof, which shall be mandatorily redeemed by the City pursuant to the foregoing provisions shall be chosen by $5,000 lot by the Bond Reg- istrar in the same manner prescribed herein for selecting Bonds, or portions thereof, to be optionally redeemed. 5. Conformance of Maturities. The City hereby com- bines the foregoing maturity schedule with the maturity schedule for all of the City's outstanding general obliga- tion bonds, except the Series 1985 Bonds, and hereby deter- mines that such combined maturity schedule satisfies the requirements of Minnesota Statutes, Section 475.54, subdivi- sion 1. 6. Optional Redemption. All Bonds maturing after February 1, 1994, are subject to redemption at the option of the City on said date and on any interest payment date thereafter in inverse order of maturities at par plus accrued interest to date of redemption. If not all of the principal amount of Bonds of the same maturity are called for redemption, (a) the Bond Registrar (hereinafter defined) shall assign a separate number to each $5,000 multiple of each Bond of that maturity, shall select the redemption amount by lot therefrom, and shall authenticate and deliver to each registered ownez of a Bond partially redeemed thereby a new Bond in the remaining principal amount not so redeemed, (b) the principal amount of such maturity which is not subject to mandatory sinking fund redemption shall be reduced to the extent of the principal amount of such optional redemption, and (c) the mandatory sinking fund redemption amounts applicable to that maturity shall be reduced in inverse order of the redemption dates thereof to the extent of the difference between the total principal amount of such optional redemption of that maturity and the amount of that maturity which is not subject to mandatory sinking fund redemption. 7. Bond Registrar. Both principal of and interest on the Bonds shall be payable by First Trust Company, Inc., in the City of St. Paul, Minnesota, which shall also act as registrar and transfer agent for the Bonds, or by its duly appointed and qualified successor thereto (such agent or successor herein referred ta as the "Bond Registrar"), and - 7 - the City shall pay the reasonable charges of the Bond Reg- istrar for such services. 8. Form of Bonds. The Bonds shall be in substantially the following form: � No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF FRIDLEY � GENERAL OBLIGATION TAX INCREMENT bZEFUNDING BOND, SERIES 1986 RATE OF INTEREST MATURITY DATE DATE OF ISSUE CUSIP August 1, 1986 REGISTERED OWNER: PRINCIPAL AMOUNT: 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 named above, or registered assigns (the "Registered Owner"j, upon presentation and surrender hereof, the principal amount specified above on the maturity date specified above, or on any earlier date on which this Bond may be and shall have been duly called for prior redemption, and to pay interest to the l�egistered Owner from the date hereof on such princi- pal amc�unt, until paid, at the per annum tate of interest specifie� above, all interest payable on February 1 and August 1 of �a�h �ear, coa�er��ing February 1, 1987 (the "Interest Payment �ates"�. Both grir�cipal of and interest on this Bond are payab�� by First Trust Comgany, Inc., in the City of St. Paul, Minrsesota, or by its duly appointed successor as paying, transfer, and authenticating agent and registrar for the Bonds {the "Bond Registrar"), in any coin or currency of the United States of America which on the date of payment is legal tender for public and private debts. On the last business day of the Bond Registrar prior to each Interest Payment Date the Bond Registrar will pay the interest then due on this Bond by mailing to the Reg- istered Owner's address a check or draft made payable to the Registered Owner, as such name and address of the Registered - 9 - Owner appear on the registration books of the City main- tained for the Bonds by the Bond Registrar (the "Bond Regis- ter") at the end of the 15th day of the month prior to such Interest Payment Date. (If provisions of the Bonds are to be printed on the reverse side thereof, the face of the Bonds shall contain the fore- going provisions, the last two paragraphs of the Bonds, the signatures of the City officials executing the Bonds, and the seal of the City (if the same is to be printed on the Bonds), and the following paragraph shall be inserted on the face of the Bonds immediately preceding the above-mentioned final two paragraphs: REFERENCE IS HEREBY MA.DE TO THE ADDITIONAL PROVISIONS OF THIS BOND WHICH ARE SET FORTH ON THE REVERSE SIDE HEREOF.) All Bonds of this issue maturing after February 1, 1994, are subject to redemption at the option of the City in in- verse order of maturities on said date and on any Interest Payment Date thereafter at a price of par plus accrued in- terest to date of redemption. If the City elects to prepay a princpal amount of Bonds which results in not all of the principal amount of Bonds of the same maturity being called for prepayment, (a) the Bond Registrar shall assign a sepa- rate number to each $5,000 multiple of each Bond of that maturity, shall select the appropriate prepayment amount by lot therefrom, and shall authenticate and deliver to each Registered Owner of a Bond partially prepaid thereby a new Bond in the principal amount not so prepaid, (b) the princi- pal amount of such maturity which is not subject to manda- tory sinking fund redemption shall be reduced to the extent of the principal amount of such optional redemption, and (c) the mandatory sinking fund redemption amounts applicable to that maturity shall be reduced in inverse order of the redemption dates thereof to the extent of the difference between the total principal amount of such optional redemp- tion of that maturity and the amount of that maturity which is not subject to mandatory sinking fund redemption. Notice of any g�ior redemption of this Bond shall be given in the manner require� fi,y iaw ane� sl�all be mailed to the Registered Owner no less than 35 days priu� to the date of redemption. Al1 Bonds maturing on Febr�ary 1, 1991, are subject to mandatory sinking fund redemption by the City on February 1 in the years and amounts as follows, respectively: Year 1988 Z989 1990 Amount $ 230,000 390,000 365,000 - 10 - All Bonds maturing on February 1, 1996, are subject to mandatory sinking fund redemption by the City on February 1 in the years and amounts as follows, respectively: Year 1992 1993 1994 1995 Amount $ 545,000 610,000 685,000 685,000 All Bonds maturing on February ; mandatory sinking fund redemption by in the years and amounts as follows, Year Amount 1997 1998 1999 $ 915,000 1,110,000 1,175,000 , 2000, are subject to the City on February 1 respectively: The specific Bonds, or portions thereof, which shall be mandatorily redeemed by the City pursuant to the foregoing provisions shall be chosen by $5,000 lot by the Bond Reg- istrar in the same manner prescribed herein for selecting Bonds, or portions thereof, to be optionally redeemed. All mandatory sinking fund redemptions of Bonds shall be par plus accrued interest to the date of redemption. This Bond is one of an issue of fully registered Bonds without interest coupons in the total principal amount of $10,045,000, all of like date and tenor except as to matur- ity, interest rate, redemption privilege, and registration number, all issued by the City for the purpose of providing funds to crossover refund the City's $11,550,000 Variable Rate Demand General Obligation Tax Increment Bonds, Series 1985, dated December 30, 1985, pursuant to and in full con- formity with the Home Rule Charter of the City (the "Charter"� and the Constitution and laws of the State of MinnesQta, in�luding Minnesota Statutes, Section 475.67, 5ubdivisic��n 13. The interest accruin4 on this Bond prior to the Crossover Date, as defined in the resolution adopted by the City Council on August 14, 1986, authorizing the issu- ance of the Bonds (the "Bond Resolution"), is payable pri- marily from earnings on investments of funds held in the Escrow Account established by the Escrow Deposit Agreement respecting the Bonds, dated as of August 1, 1986, between the City and First Trust Company, Inc., as Escrow Agent thereunder, and, to the extent of any insufficiency of such earnings, such interest, anc� the principal hereof, togethe� with the interest accruing hereon from and after the Cross- - 11 - over Date, are payable from ad valorem tax increments derived from certain tax increment financing districts within the City and pledged to the payment hereof pursuant to and to the extent provided in the Bond Resolution; but this Bond constitutes a general obligation of the City, and, to provide moneys for the prompt and full payment of the principal of and interest on all of the Bonds as the same become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged, and the City Council will levy ad valorem taxes, if required for such purpose, which taxes may be levied on all of the tax- able property in the City without' limitation as to rate or amount. This Bond may be transferred or exchanged, but only upon the Bond Register and only by the Registered Owner or its attorney duly authorized in writing, ugon surrender hereof together with a duly executed written instrument of transfer satisfactory to the Bond Registrar, whereupon the Bond Reg- istrar shall authenticate and deliver in the name of the designated transferees a new registered Bond or Bonds of the same aggregate amount, maturity, rate of interest, and other terms hereof. Only the Registered Owner shall be entitled to receive the principal of and interest on this Bond, and the City and the Bond Registrar may treat the Registered Owner as the absolute owner hereof for all other purposes whatsoever. ZT IS HEREBX CERTIFIED AND RECITED that all acts, condi- tions, and things required by the Constitution and laws of the State of Minnesota and the Charter to be done, to have happened, and to be performed precedent to and in the issu- ance 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 hereof and on the date of its actual issuance and delivery, does not cause t�� indebtedness of the City to exceed any constitu- tional, statutory, or Charter limitation thereon. IN W�TNE�S WHEREOF. the City of Fridley, Anoka County, Minnesota, by its City Council, has caused this Bond to be executed by the manual or facsimile signatures of its Mayor and City Manager; has caused this Bond to be executed manu- ally by the Bond Registrar, as the City's duly appointed authenticating agent for the Bonds; has caused the official seal of the City to be omitted from this Bond as permitted by law; and has caused this Bond to be dated August I� 1986. - 12 - City Manager This Bond issued pursuant and delivery. Date of Authentication: (OMIT SEAL) Mayor CERTIFICATE OF AUTHENTICATION is one of the Bonds designated herein and �to the resolution authorizing its issuance First Trust Company, Inc. Bond Registrar By Its Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned, hereby sells, assigns, and transfers unto (Tax Identification or Social Security No. ) this Bond and all rights thereunder and hereby irrevocably constitutes and appoints . as attorney of the undersigned, to transfer this Bond on the Bond Register with full power of substitution. Date: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this Bond in every particular, without alteration, enlargement, or any other change whatsoever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm which is a member of a major stock exchange. - 13 - The Bond Registrar will not transfer this Bond unless the following information on the transferee is provided (including such information on all joint owners if the Bond(s) are to be held by joint account): Name and Address: The following abbreviations, when used in the inscrip- tion 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 UNIF GIFT MIN ACT - TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Custodian (Cust) (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the above list. (End of Bond Form) 9. Bond Counsel Opinion. The City Clerk shall obtain a copy of the proposed approving legal opinion of bond coun- sel, O'Connor b Hannan, of Minneapolis, Minnesota, which shall be complete except as to dating thereof, shall cause such opinion to be filed in the offices of the City, and shall cause said opinion to be printed on each of the Bonds, together with a certificate to be signed by the manual or facsimile signature of the City Clerk in substantially the following form: I hereby certify that the foregoing is a full, true, and correct copy of the Iega1 opinion exe- cuted by the above-named attorneys, except as to the dating thereof, which opinion has been handed to me for filing in my office prior ta the time of delivery of the Bonds. City Clerk City of Fridley, Minnesota - - 14 - 10. Execution of Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and the City Manager and shall be duly authenti- cated by the manual signature of an authorized representa- tive of the Bond Registrar, hereby designated by the City as its authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. The Bonds, when fully executed, shall be delivered by the City Finance Director to the' Purchaser upon receipt of the purchase price, and the Purchaser shall not be obligated to see to the proper application thereof. If it becomes desirable or necessary that the City close on the Bonds prior to the time that printed Bonds can be prepared, executed, and delivered, the City may deliver to the Purchaser temporary typewritten or similarly prepared Bonds (including with respect to each maturity a single Bond in the full principal amount thereof) duly executed and authenticated in accordance with appli- cable law, which temporary Bonds shall be exchanged for definitive Bonds as soon as the same can be prepared and delivered in accordance with this Resolution. 11. Escrow Deposit Agreement. The form of the Escrow Deposit Agreement which is on file in the office of the City Clerk and which has been proposed to be entered into between the City and First Trust Company, Inc., St. Paul, Minnesota, as Escrow Agent thereunder, for the purpose of providing an irrevocable escrow of funds and investments for the payment (in accordance with this Resolution and the Escrow Deposit Agreement) of certain interest on the Bonds and certain amounts of the principal of the Series 1985 Bonds is hereby approved, and the Mayor, City Manager, City Finance Direc- tor, and City Clerk are hereby authorized and directed to execute such agreement in substantially the form on file but with such changes thereto as the officers executing the same may approve, which approva� shall be conclusively evidenced by the�r execution thereof. The Escrow Deposit Agreement shall be irrevocable, and the City hereby covenants punc- tually to perform the terms and conditions thereof and agrees to pay the reasonable charges of the Escrow Agent thereunder. 12. Escrow Certifications. The firm of , , Minnesota, certified public accountants, is hereby authorized and directed to provide verifications and eertifications with resp�ct to the deposits and investments in the Escrow Account and is fur- ther authorized to make such calculations as may be neces- sary for the purposes of deter�ining the sufficiency of the Escrow Account to �ake certain timely payments of principal of the Series 1985 Bonds and the interest on the Bonds (to - 15 - the extent provided in this Resolution and in the Escrow Deposit Agreement) and of determining compliance with yield restrictions and other provisions of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations and rulings thereunder. 13. Debt Service Fund. There is hereby created on the official books and records of the City a fund designated as $10,045,000 General Obligation Tax Increment Refunding Bonds, Series 1986, Debt Service Fund (the "Debt Service Fund"), which shall be held in trust by the City for the benefit of the Owners from time to time of the Bonds, as hereinafter provided. Within the Debt Service Fund, there shall be created and maintained (at least until the Cross- over Date) separate accounts designated as Interest Account and Principal Account. Until the principal of and interest on the Bonds are paid, or until all of the Bonds are other- wise discharged as hereinafter provided: {a) The following amounts shall be credited to the Interest Account, which funds are hereby pledged to and shall be used to pay interest accruing on the Bonds prior to the Crossover Date: (i) Any accrued interest on the Bonds re- ceived by the City upon the actual de- livery of the Bonds, except that the same may be used to prepay earnings on, and in connection with the purchase of, the Refunding Obligations under the Escrow Deposit Agreement for subsequent applica- tion toward payment of the interest on the Bonds; (ii) All earnings on investments of funds held in the Escrow Account (the "Escrow Earn- ings") and received by the City pursuant to the Escrow Deposit Agreement; and (iii) Pre-Crossover Available Tax Increments to the extent that the amounts described in da} ana (ii) are insufficient to make timely paym�nts of the above-described interest on the Bonds, when due. (bj There shall be credited to the Principal Account, and are hereby pledged to the payment of the principal of the Bonds coming due on or prior to the Crossover Date, Pre-Crossover Available Tax Increments in amounts sufficient to pay the same, when due. - 16 - (c) From and after the Crossover Date, separate Accounts shall no longer be required to be maintained in the Debt Service Fund, and the City shall �redit thereto, and hereby pledges to the payment of the prin- cipal of and interest on the Bonds, when due, Post- Crossover Tax Increments in amounts, but only in such amounts, which will be sufficient for such purposes. The City further pledges to the payment of the principal of and interest on the Bonds, when due, the proceeds of any general ad valorem taxes hereafter levied by the City for such purposes. The aforesaid funds in the Debt Service Fund shall be used only and exclusively for, and are hereby pledged to, in accordan�e with the provisions above, the payment of the Bonds in accordance with their terms. If any such payment shall become due when there are not sufficient funds in the Debt Service Fund to pay the same, the City Finance Director shall pay such amounts from the general fund or other available fund of the City, and such fund shall be reimbursed for such advances from the proceeds of the Escrow Earnings (but only to the extent such advances of City funds paid interest on the Bonds), the Pre-Crossover Tax Increments (if before the Crossover Date), or the Post- Crossover Tax Increments {if after the Crossover Date) or of any general ad valorem taxes hereafter levied for such pur- poses, when collected. 14. Mandatory and Optional Redemption of Series 1985 Bonds. As provided in Section 3.07 of the Series 1985 In- denture, the principal amounts of the Series 1985 Bonds are subject to mandatory sinking fund redemption on February 1 in the following years and amounts, respectively, among others: Year 1988 1989 1990 1991 1992 1993 Amount $255,000 450,000 410,000 475,000 625,000 700,000 To pay, when due, the foregoing mandatory redemptions of principal amounts of the Series 1985 Bonds which occur prior to or on the Crossover Date, the City shall use the follow- ing funds from the Reserve Account established pursuant to paragraph �(b) of the Series 1985 Bond Resolution (but only to the extent that the balance in the Reserve Account will not be le�s than the Minimum Reserve Level (as defined in said par�,gsaph} thereof following such withdrawals), to- gether with the following amounts of the principal proceeds - 17 - of the Bonds (specifically not including any earnings on funds invested in the Escrow Account) payable to the City from the Escrow Account pursuant to the Escrow Deposit Agreement, respectively: Year of Mandatory Sinking Fund Redemption 1988 1989 1990 1991 1992 1993 Funds From Reserve Account $ 38,250 67,500 61,500 71,250 93,750 105,000 Funds From Escrow Account $216,750 382,500 348,500 403,750 531,250 595,000 Total $255,000 450,000 410,000 475,000 625,000 700,000 To pay the principal amounts of the optional redemption of the Series 1986 Bonds on the Crossover Date: (a) If the Crossover Date is the First Crossover Date, the City shall use the $8,869,750 of the principal proceeds of the Bonds then available to the City from the Escrow Ac�ount for such purposes and $1,565,250 from the Reserve Account; (b) If the Crossover Date is August 1, 1993, the City shall use the $7,339,750 of the principal proceeds of the Bonds then available to the City from the Escrow Account for such purposes and $1,295,250 from the Re- serve Account; and (c) If the Crossover Date occurs after the First Crossover Date and before August 1, 1993, the respective amounts to be withdrawn from the Escrow Account and the Reserve Account to make the optional redemption of the Series 1985 Bonds otherwise outstanding thereon shall be adjusted according. To the extent that funds on har�d in the Reserve Account are insufficient to allow any of the r�ithdrawals therefrom pre- scribed in tlnis gar�graph, (A) the City sha�.l use such addi- tional €unds as may be av�ila�Ie fc�r such purgoses pursuant to the Series 1985 Bond Resolution az�d the Series 1985 In- denture (including without limitation such additional with- drawals from the Reserve Account as may be permitted thereby) and (B), in the case of any shortfall of funds for optional redemption of the Bonds on the Crossover Date, in addition to the funds of the type described in (A) above (but using such funds first for any mandatory sinking fund redemption of the Series 1985 Bonds occurring on the Cross- over Date}, the City shall use such other available funds of - 18 - � the City as may be needed for such purposes, including with- out limitation available general or other funds, tax incre- ments, or ad valorem tax levies, to the effect that the crossover refunding of the Series 1985 Bonds shall be timely made by the City on the Crossover Date. 15. Modification of Tax Increment Pledge to Series 1985 Bonds. Pursuant to and in accordance with the applicable provisions of this Resolution and the Escrow Deposit Agree- ment, the City has caused to be escrowed and maintained in the Escrow Account Government Obligations (as defined in the Series 1985 Indenture) whose principal maturities will occur at such times and in such amounts as will be sufficient, and the City hereby covenants that it shall apply such necessary amounts thereof, to pay, when due, a total of $9,817,500 of the principal of the Series 1985 Bonds, being more specifi- cally (a) 85$ of the principal amounts of the mandatory sinking fund redemptions of the Series 1985 Bonds which occur on or prior to the Conversion Date and (b) 85$ of the principal amounts of the optional redemption of all of the Series 1985 Bonds otherwise outstanding on the Crossover Date. To the extent that the City has hereby provided the above-described security for the payment of said portion of the principal of the Series 1985 Bonds, said principal is thereby effectively discharged and defeased under paragraph 16 of the Series 1985 Bond Resolution and Article VII of the Series 1985 Indenture. To the extent of the foregoing pro- visions for such payments of the principal of the Series 1985 Bonds, the pledge of tax increments to the payment thereof can be and is hereby modified as follows: Section 7(a) of the Series 1985 Bond Resolution is hereby amended by replacing each occurrence therein of the term Tax Increments (as defined therein) with the term Modified Series 1985 Tax Increments (as defined in this Resolution). 16. Crossover Refunding Covenants. The City hereby covenar,ts that as long as any of the Bonds remains undis- charged under this Resolution it will not optionally redeem any of th� Series 1985 Bonds prior to the Crossover Date and that it will not convert the Series 1985 Bonds to a Fixed Interest Rate, as defined and provided in the Series 1985 Indentur�. Th� City further cove�ants that it will timely take or cause to be taken a21 actions necessary under the applicable provisions of the Series 1985 Bond Resolution, the Series 1985 Indenture, the Escrow Deposit Agreement, and this Resolution to effect a crossover refunding of the Series 1985 Bonds on the Crossover Date. 17. Pledge of Full Faith and Credit to Bonds. The full faith and credit and taxing po�ers of the City are hereby pledged to the payment of th� grincipal of and interest on the Bonds, and in the event of a�� c�rrrent or anticipated - 19 - deficiency of funds in the Debt Service Fund of amounts needed to make any such payment, when due, the City Council shall levy ad valorem taxes on all taxable property in the City in the amount of such deficiency. 18. Debt Service Sufficiency. It is hereby determined that the funds pledged by this Resolution to the payment of the Bonds will produce at least 5$ in excess of the amount needed to pay, when due, the principal of and interest on the Bonds, and that no tax levy is needed at this time. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Anoka County and to obtain the certificate required by Minnesota Statutes, Sec- tion 475.63. 19. Transcript Certification. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and to furnish such other certificates, affidavits, and transcripts as may be reguired to show facts within their knowledge or as shown by the books and records in their custody and under their control relating to the validity and marketability of the Bonds, and such instru- ments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 20. Official Statement Certification. The Mayor, the City Manager, and the City Finance Director are hereby authorized and directed to certify that they have examined the official statement or prospectus prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief said official statement is a complete and accurate representation of the facts and representations made therein as they relate to the City. 21. �eneral Non-Taxability Covenant. The City cove- nants and �grees wi�h the owners from time to time of the Bonds th�t trie City wil� r��t take or permit to be taken by any of �.ts officers, employees, or agents any action which would ca�s� the interest on the Boncis to become subject to taxation under the Internal Revenue Code of 1954, as amended (the "Code"), and regulations issued thereunder, as now existing or as hereafter amended or proposed and in effect at the time of such action, and that it will take, or it will cause to be taken, all affirmative actions within its power which may be necessary to insure that such interest will not become subject to income taxation under the Code. - 20 - 22. Discharge. When any Bond has been discharged as provided in this paragraph, all pledges, covenants, and other rights granted by this Resolution to the owner(s) of such Bond shall cease, and such Bond shall no longer be deemed to be outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Reg- istrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepay- able Bonds by depositing with the Bond Registrar on or be- fore the duly declared date of prepayment an amount equal to the principal and interest then due, provided that notice of such redemption has been duly given according to law. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and matur- ing on such dates as shall be required to pay all principal and interest on such Bonds as the same become due. 23. Amendment to Reimbursement Agreement; Expectation of No-Default Thereunder. The First Amendment to Reimburse- ment Agreement proposed to be entered into by the City and the Bank in connection with the final rating of the Series 1985 Bonds is hereby approved, and the officers of the City are hereby authorized and directed to execute the same upon the issuance of the Bonds, with such amendments thereof as such officers with the advice of Bond Counsel may deem necessary or desirable, as evidenced by their execution thereof. The Council reasonably expects that no Event of Default under and as defined in the Reimbursement Agreement will occur during the term of said Agreement. 24. Amended Tax Increment Pledge Agreement. The City Council hereby approves and authorizes the officers of the City to execute on behaif of the City the Aa�e:nded Tax Incre- ment Pledge Agreement with suc� inseFtions therein or omis- sions therefrom as they and bond counsel may deem necessary or desirable, as evidenced by their execution thereof. 24. Headings. The paragraph headings used in this Resolution are for faciZitat�on �f reference only and are not intended to affect the intergretation of the text hereof. - 21 - � The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon, the following voted in favor thereof : and the following voted against the same: whereupon said resolution was declared duly passed and adopted. - 22 - � AMENDED TAX INCREMENT PLEDGE AGREEMENT This Amended Tax Increment Pledge Agreement (the "Agree- ment") is dated as of August 1, 1986; is by and between the City of Fridley, Minnesota (the "City"), and the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority"); and provides as follows: WHEREAS, on December 16, 1985, the City Council adopted a resolution (the "Series 1985 Bond Resolution") awarding the sale of the City's $11,550,000 Variable Rate Demand General Obligation Tax Increment Bonds, dated December 30, 1985 (the "Series 1985 Bonds"), to provide financing for certain public improvements (the "Improvements") made or to be made �ith respect to the Authority's Redevelopment Proj- ect No. 1; WHEREAS, on August 14, 1986, it is proposed that the City Council adopt a resolution (the "Series 1986 Bond Resolution") authorizing the issuance of the City's $10,045,000 General Obligation Tax Increment Refunding Bonds, dated August 1, 198b (the "Series 1986 Bonds"}, for the purpose of crossover refunding the Series 1985 Bonds; and WHEREAS, in connection with the issuance of the Series 1985 Bonds, the Authority and the City entered into a cer- tain Tax Increment Pledge Agreement, dated as of December 1, 1985 (the "Tax Increment Pledge Agreement"}, and in con- nection with the issuance of the Series 1986 Bonds it is necessary to amend and supplement the Tax Increment Pledge Agreement by entering into this Agreement to amend the pledge of tax increments made to provide for the payment of the debt service on the Series 1985 Bonds and to provide appropriate pledges of tax increments for the payment of the debt service on the Series 1986 Bonds: NOW, THEREFORE, in consideration of the covenants and agreements hereof between the City and the Authority, and pursuant to Minnesota Statutes, Section 273.77(a), the City and the Authority hereby agree as follows: 1. Any capitalized term which is used but not defined in this Agreement shall have the meaning given to that term in the Series 198fi Bond Resolution. 2. In accc�raance with paragraph 15 of the Series 1986 Bond Resolut�..a�n� paragraph 2 of t2ae Tax Increment Pledge Agree�+ent si�a�.l be �mend�d te� the effect that the tax incre- ments p�edged therein to the payment of the Series 1985 Bonds shall be the Modified Series 1985 Tax Increments. - 1 - 3. In order to pay the principal of and interest on the Series 1986 Bonds, when due, the Authority hereby pledges to the City, for deposit in the Series 1986 Debt Service Fund established by the Series 1986 Bond Resolution for the payment of the Bonds, and the Authority shall pay to the City, Pre-Crossover Available Tax Increments and Post- Crossover Available Tax Increments at the times, in the amounts, and for the specific purposes set forth in the Series 1986 Bond Resolution, including without limitation paragraph 13 thereof, and, to the extent such tax increments are ever insufficient for such purposes, and the City, pur- suant to the Series 1986 Bond Resolution, advances City funds to provide prompt and full payment of the Series 1986 Bonds, the Authority agrees to reimburse the City for such advances from such tax increments, when collected by the Authority. 4. Paragraph 3 of the Tax Increment Pledge Agreement shall be amended to provide as follows: "In each calendar year (the "Current Year"), the tax increments which the Authority shall receive in the prior calendar year from its Tax Increment Financing District No. 6 shall be applied in the following priority: (a) First, to pay the principal and interest payable in the Current Year on the District 6 Bonds, and for this purpose, any prior redemptions of the Bonds shall be deemed to be a redemption of the District 6 Bonds only if and to the extent that such redemption is made with proceeds of the District 6 Bonds which were not expended for the purposes for which the District 6 Bonds were issued; (b) Second, to pay the amounts payable in the Current Year on the Authority's $5,603,755.80 Limited Revenue Capital Appreci- ation Tax In�rement Note (the "Capital Appreciation Note"); (c) Third, to prepay the District 6 Bonds, to the extent that such Bonds are prepayable in the Current Year� (d) Fourth, to prepay the Capital Appre- ciation Note, to the extent such Note are prepayable in the Current Year; - 2 - (e) Fifth, to compensate for any short- fall of tax increments pledged to the Bonds pursuant to paragraph 2 hereof; and . (f) Sixth and finally, for application to any other purpose which the Authority, in its sole discretion, may determine." 5. An executed copy of this Agreement shall be filed with the County Auditor of Anoka County, as required by Min- nesota Statutes, Section 273.77(a). 6. The Tax Increment Pledge Agreement shall remain in full force and effect in accordance with its terms, as amended by this Agreement. 7. This Agreement shall become effective upon the actual issuance and delivery of the Series 1986 Bonds. IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be duly executed as of the day and year first above written. ATTEST: City Clerk (SEAL) CITY OF FRIDLEY, MINNESOTA By Its Mayor By Its City Manager HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairman By Its Director - 3 - Clerk's Certificate I, the undersigned, being the duly qualified and acting City Clerk of the City of Fridley, Minnesota, do hereby cer- tify that I have carefully compared the attached and forego- ing extract of minutes of a regular or special meeting of the Fridley City Council held on August 14, 1986, with the original thereof on file in my office, and i further certify that the same is a full, true, and complete transcript therefrom insofar as the same relates to the issuance and sale of the City's $10,045,000 General Obligation Tax Incre- ment Refunding Bonds, Series 1986, dated August 1, 1986. WITNESS My hand as such City Clerk and the corporate seal of the City this day of , 1986. (SEAL) � City Clerk City of Fridley, Minnesota 0 I ! I � t i t � i , � ! � � ... 1 � � . Extract of Minutes of Meeting of the City Council of the City of Fridley County of Anoka, Minnesota Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Fridley, Minnesota, was duly held in the Fridley City Hall on August 14, 1986, commencing at 7:30 o'clock p.m., C.T. The following Councilmembers were present: and the following were absent: �** *** *** The Mayor announced that the meeting was convened for consideration of awarding the sale of the City's $2,705,000 General Obligation Improvement Refunding Bonds, Series 1986. Councilmember �hen introduced the following resolution and moved its a��gtion: �: RESOLUTION NO. -1986 RESOLUTION AWARDING THE SALE OF $2,705,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS. SERIES 1986; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT. BE IT RESOLVED by the City Council of the City of Fridley, Minnesota, as follows: 1. Definitions. As used in this Resolution and in the Escrow Deposit Agreement, in addition to any terms which may be defined in the text of this Resolution or in said Agree- ment, the following terms shall have the following respec- tive meanings: "Alternative Crossover Date" means the first day of any month not later than August 1, 1993, established pursuant to the Escrow Deposit Agreement as the end of an Alternative Crossover Period. "Alternative Crossover Period" means any period beginning on the First Crossover Date or an Alternative Crossover Date and ending on the next succeeding Alter- native Crossover Date. "Bank" means the same as that term is defined in the Series 1985 Indenture, being as of the date hereof National Australia Bank Limited, acting through its New York Branch. "Bonds" means the City's $2,705,000 General Obliga- tion Improvement Refunding Bonds, Series 1986, as authorized to be issued pursuant to this Resolution. "Crossover Date" means the First Crossover Date or the Alternative Crossover Date on which, pursuant to this Resolution and the Escrow �egasit Agreement, the crossover refu�din� of the Series 1985 Bonds shall actua�ly accur. "Debt Service Fund" and "Series 1986 Debt Service Fund" mean the debt service fund created for the Bonds pursuant to paragraph 13 of this Resolution. - 2 - "Escrow ,Account" means the account of that name created pursuant to the Escrow Depos�t Agreement. "Escrow D�eposit Agreement" means the Escrow Deposit Agree�ent respecting the Bonds, dated as of August 1, 1986, between the City and First Trust Company, Inc., as Escrow Agent thereunder, and any permitted amendments thereof or successors thereto. "First Crossover Date" means February 1, 1990. "First Crossover Period" means the period beginning on the date oL issuance of the Bonds and ending on the First Crossover Date. "Interest Account" means the account of that name created in the Series 1986 Debt Service Fund pursuant to this Resolutio;n. "Principa:l Account" means the account of that name created in the Series 1986 Debt Service Fund pursuant to this Resolution. "ReimbursE�ment Agreement" means the Credit Agree- ment respectinc3 the Bonds, as defined in the Series 1985 Indenture, being as of the date hereof that certain Reimbursement .Agreement, dated as of December 1, 1985, between the Cit.y and the Bank, as amended. "Resolution" and "Series 1986 Bond Resolution" mean this resolutiori. "Series 1985 Bonds" means the City's $3,100,000 Variable Rate Demand General Obligation Improvement Bonds, Series :1985, dated December 30, 1985, and issued pursuant to tlze Series 1985 Bond Resolution and the Series 1985 Inctenture. "Series 15�85 Bond Resolution" means Resolution No. 111-1985, adopi�ed by the City Council on December 16, 1985, authorizing the issuance of the Series 1985 Bonds. "Series 15�85 Indenture" means the Trust Indenture respecting the Bonds, dated as of December l, 1985, between the C:ity and First Trust Company, Inc., as Trustee thereunder, and respecting the Series 1985 Bonds. (The failowing special assessment definitions have inten- tionaliy been placed in other than alphabetical order) - 3 - "Series 1985 Special Assessments" means the same as the term "Spec:ial Assessments," as defined in paragraph ,7(a) of the S�eries 1985 Bond Resolution and consisting generally of i:hose special assessments levied or to be levied by the City pursuant to Minnesota Statutes, Chap- ter 429, against properties within the City specially benefited by t:he making of the Improvements (as defined in the Series 1985 Bond Resolution) in amounts, but only in such amour.�ts, necessary to pay the principal of, interest on,, and premium, if any, on the Series 1985 Bonds and in certain circumstances the Purchase Price thereof . "Modified Series 1985 Special Assessments" means the Series 1985 Special Assessments, except the portion thereof (the "Excepted Portion") which would, but for the issuance �of the Bonds and the application of the proceeds there�of under this Resolution and the Escrow Deposit Agreement, be required by the Series 1985 Bond Resolution and the Series 1985 Indenture to be deposited in the debt service account established by the Series 1985 Bond Resolution for the payment of that portion of the principal of the Series 1985 Bonds which will here- after be paid from the Escrow Account, whether upon mandatory sinking fund redemption on or prior to, or upon optional redemption on, the Crossover Date, said principal of the Series 1985 Bonds to be paid from the Escrow Account being in the aggregate $2,635,000; pro- vided, however, that during any period in which there are amounts owed and unpaid by the City to the Bank pursuant to tlze Reimbursement Agreement, the Excepted Portion definE�d hereinabove shall be reduced to the greater of (a) zero or (b) the difference between the Excepted Portion (as determined without reference to this proviso) <�nd such owed and unpaid amounts. "Pre-Cros:�over Available Special Assessments" means all Special Assessments except the Modified Series 1985 Special Assessrnents. "Post-Cro:�sover Ava�lable Special Assessments" means the Pre�-Csoss�ver Ava�lable Special Assessments plus the Modif�:ed Series �985 Special Assessments. 2. Authorizat:ion of Issuance. The City has heretofore issued its Series 1985 Bonds for the purpose of financing various assessable public improvement costs, and the Council hereby determines that it would be in the best interests of the City, and woulc� be necessary or desirable for the stabi- lization and/or reduction of the debt service costs to the City with respect to the Series 1985 Bonds and for the adjustment of the maturities thereof in relation to the - 4 - s resources availabl.e for their payment, to issue the Bonds for the purpose of crossover refunding the Series 1985 Bonds pursuant to Minnesota Statutes, Chapter 475, including with- out limitation, Se�ction 475.67, Subdivision 13. The Bonds shall be issued for the following purposes: Approximate Cost of Purchase of Refunding Obligations under the Escr��w Deposit Agreement $2,635,000 Discount 40,575 Costs of Issua:nce 29,425 Total $2,705,000 The Council hereby determines that the unspent proceeds of the Series 1985 Bonds are needed and will be applied and expended for the ��urposes for which the Series 1985 Bonds were issued. 3. Acceptanc�e of Purchase Offer. Pursuant to Minne- sota Statutes, Section 475.60, Subdivision 2(5), the City is authorized to negotiate the sale of the Bonds without public sale. The offer of Miller & Schroeder Financial, Inc. (the "Purchaser"), to purchase the Bonds is hereby accepted, such bid beino to purchase the Bonds at a price of $2,664,425 plus accrued interHSt to date of delivery, the Bonds to bear interest, to mature� in the years and amounts, and to be sub- ject to such other terms and conditions as hereinafter pro- vided. The office�rs of the City are hereby authorized and directed to execute on behalf of the City the Bond Purchase Agreement presented to the City by the Purchaser respecting the purchase of thE� Bonds by the Purchaser. 4. Maturitie:�, Mandatory Sinking Fund Redemptions and Other Tezms. The City of Fridley shall forthwith issue and sell the Bonds, wh.ich shall be dated August 1, 1986, shall be fully registere�d without interest coupons and shall be numbered R-1 et seq., shall be in the denomination of $5,000 each, or in integral multiples thereof, shall bear interest as set forth below�, all interest payable February 1, 1987, and semiannually thereafter on February 1 and August 1 in each yea:, and sh�i12 bear interest at the rates per annum and matu*e on Febi•uary 1 in the years and amounts as fol- lows, respectively:: Year Amount Rate 1991 $ 615,000 6.00$ 1996 1,025,000 7.00$ 2000 1,065,000 7.40$ All Bonds maturing on February 1, 1991, are subject to mandatory sinking fund redemption by the City a par plus - 5 - accrued interest c►n February 1 in the years and amounts as follows, respectiv�ely: Year 1988 1989 1990 Amount $140,000 150,000 155,000 All Bonds matu,ring on February l, 1996, are subject to mandatory sinking fund redemption by the City at par plus accrued interest c�n February 1 in the years and amounts as follows, respectively: Year 1992 1993 1994 1995 Amount $180,000 195,000 205,000 215,000 All Bonds maturing on February 1, 2000, are subject to mandatory sinking fund redemption by the City at par plus accrued interest c�n February 1 in the years and amounts as follows, respectiv�ely: Year 1997 1998 1999 Amount $240,000 260,000 275,000 The specific Bonds, or portions thereof, which shall be mandatorily redeemed by the City pursuant to the foregoing provisions shall t>e chosen by $5,000 lot by the Bond Reg- istrar in the same manner prescribed herein for selecting Bonds, or portions thereof, to be optionally redeemed. 5. Covenants Respecting Special Assessments. The covenants made by th� City with the owners of the Series 1985 Bonds are he:reby made as well with the owners of the Bonds to the same extent and effect as if those covenants were set forth in :Eull in this Resolution. 6. Optional Redemption. All Bonds maturing after February 1, 1994, �3re subject to redemption at the option of the City on said date and on any interest payment date thereafter in im�erse oraer of maturities at par plus accrued interest ta date of redemptian. If not all of the principa� amaunt af HQnd� of the same maturity are called for re[3el�ptiOtnr (a) the Bc�nd Re�$stza�r (hereinafter defined) shall assign a se��arate number �o each $5,000 multiple of _ - 6 - each Bond of that maturity, shall select the redemption amount by lot the��efrom, and shall authenticate and deliver to each registered owner of a Bond partially redeemed thereby a new Bonci in the remaining principal amount not so redeemed, (b) the principal amount of such maturity which is not subject to mandatory sinking fund redemption shall be reduced to the E�xtent of the principal amount of such optional redemption, and (c) the mandatory sinking fund redemption amount:� applicable to that maturity shall be reduced in inverse� order of the redemption dates thereof to the extent of the� difference between the total principal amount of such opt:ional redemption of that maturity and the amount of that maturity which is not subject to mandatory sinking fund redem;ption. 7. Bond Registrar. Both principal of and interest on the Bonds shall be payable by First Trust Company, Inc., in the City of St. F�aul, Minnesota, which shall also act as registrar and tran�sfer agent for the Bonds, or by its duly appointed and qualified successor thereto (such agent or successor herein referred to as the "Bond Registrar"), and the City shall pa}� the reasonable charges of the Bond Reg- istrar for such se:cvices. 8. Form of Bc�nds. The Bonds shall be in substantially the following form: - 7 - No. R- iJNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF FRIDLEY S GENI:RAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 1986 RATE OF INTEREST MATURITY DATE DATE OF ISSUE CUSIP August l, 1986 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Fridley, Anoka County, Minnesota (the "City"), hereby ac�cnowledges itself to be indebted and, for value received, p��omises to pay to the registered owner named above, or registered assigns (the "Registered Owner"), upon presentation and surrender hereof, the principal amount specified above on the maturity date specified above, or on any earlier date o�n which this Bond may be and shall have been duly called for prior redemption, and to pay interest to the Reqastered O�wner from the date hereof on such princi- pal amoun�t, umtil paid, at the per annum rate of interest specified �above, �ill int�rest payable on February 1 and August � of eact� year, comTaencing February 1, 1987 (the "Inter�st Payment I3at�s"). Both principal of and interest on this Bond are F>ayable by First Trust Ccr�pany, Inc., in the City of St. Paiul, Minnesota, or by its duly appointed successor as payinq, transfer, and authenticating agent and registrar for the i3onds (the "Bond Registrar"), in any coin or currency of the� United States of America which on the date of payment is legal tender for public and private debts. On the last business day of the Bond Registrar prior to each Interest Payment Date the Band Registrar will pay the interest then due on thi� Bo�d by mailing to the Reg- istered Owner's address a crieck or draft made payable to the Registered Owner, as such name and address of the Registered _ g _ Owner appear on t:he registration books of the City main- tained for the Bonds by the Bond Registrar (the "Bond Regis- ter") at the end c�f the 15th day of the month prior to such Interest Payment Date. (If provisions of the Bonds are to be printed on the reverse side thereof, the face of the Bonds shall contain the fore- going provisions, the last two paragraphs of the Bonds, the signatures of the City officials executing the Bonds, and the seal of the.City (if the same is to be printed on the Bonds), and the fo:llowing paragraph shall be inserted on the face of the Bonds immediately preceding the above-mentioned final two paragrapl�s: REFERENCE IS H1�REBY MADE TO THE ADDITIONAL PROVISIONS OF THZS BOND WHICH ARI� SET FORTH ON THE REVERSE SIDE HEREOF.) All Bonds of tizis issue maturing after February 1, 1994, are subject to redlemption at the option of the City in in- verse order of maturities on said date and on any Interest Payment Date thereafter at a price of par plus accrued in- terest to date of redemption. If the City elects to prepay a princpal amount of Bonds which results in not all of the principal amount of Bonds of the same maturity being called for prepayment, (aj the Bond Registrar shall assign a sepa- rate number to each $5,000 multiple of each Bond of that maturity, shall se:lect the appropriate prepayment amount by lot therefrom, and; shall authenticate and deliver to each Registered Owner of a Bond partially prepaid thereby a new Bond in the principal amount not so prepaid, (b) the princi- pal amount of such maturity which is not subject to manda- tory sinking fund redemption shall be reduced to the extent of the principal amount of such optional redemption, and (c) the mandatory sink:ing fund redemption amounts applicable to that maturity sha:ll be reduced in inverse order of the redemption dates t.hereof to the extent of the difference between the total �?rincipal amount of such optional redemp- tion of that matur:ity and the amount of that maturity which is not subject to a�andatory sinking fund redemption. Notice of any prsa� redem:ption of this Bond shall be given in the manner re�ui.red by 2aw and shall be mailed to the Registered Owner no less than 15 days prior to the date of redemption. All Bonds matu��ing mandatory sinking i`und in the years and amount Year i988 �.�8g I99E} on February : redemption by s as follows, Amount $14a,000 �.��.nt%�. i55,000 - 9 - , 1991, are subject to the City on February 1 respectively: All Bonds maturing mandatory sinking fund in the years and arnount Year 1992 1993 1994 1995 All Bonds maturing mandatory sinking Eund in the years and amount Year 1997 1998 1999 on February : redemption by s as follows, Amount $180,000 195,000 205,000 215,000 on February : redemption by s as follows, Amount $240,000 260,000 275,000 , 1996, are the City on respectively: , 2000, are the City on respectively: subject to February 1 subject to February 1 The specific B��nds, or portions thereof, which shall be mandatorily redeemE�d by the City pursuant to the foregoing provisions shall be chosen by $5,000 lot by the Bond Reg- istrar in the samE� manner prescribed herein for selecting Bonds, or portions thereof, to be optionally redeemed. All mandatory sinking :Eund redemptions of Bonds shall be at par plus accrued interErst to the date of redemption. This Bond is one of an issue of fully registered Bonds without interest c�oupons in the total principal amount of $2,705,000, all of like date and tenor except as to matur- ity, interest rate, redemption privilege, and registration number, all issued by the City for the purpose of providing funds to crossove�- refund the City's $3,100,000 Variable Rate De�and Gener<31 Obligation Improvement Bonds, Series 1985, dated Decemb��r 30, 1985, pursuant to and in full con- formity with the Home Rule Charter of the City (the "Charter") and the� Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 475.67, Subdivision 13. The interest accruing on this Bond prior to the Crossover Date, as defined in the resalution adopted by the City Council on August 14, 1986, authorizing the issu- ance of the Honds (the "Bond Resolution"), is payable pri- marily from earnir�gs on investments of funds held in the Escrow Account established by the Escrow Deposit Agreement respecting the �ands, �ated as of Aug�ust 1, 1986, between the Ci.ty and First Trust Go�npa�y. In�., as Escrow Agent thereu.a�t�e� ` and, ts� the exter�t o�� any insuif iciency of such earnings,� such ie��iy�est, and the principal hereof, together with the interest ,accruing hereon from and after the Cross- - 10 - over Date, are p�ayable from certain special assessments levied or to be levied by the City against properties within the City specially benefited by the making of certain public improvements and w�hich assessments have been pledged to the payment hereof pursuant to and to the extent provided in the Bond Resolution; but this Bond constitutes a general obliga- tion of the City, and, to provide moneys for the prompt and full payment of the principal of and interest on all of the Bonds as the same become due, the full faith and credit and taxing powers of the City have been and are hereby irre- vocably pledged,�a�nd the City Council will levy ad valorem taxes, if required for such purpose, which taxes may be levied on all of the taxable property in the City without limitation as to r�ate or amount. This Bond may l�e transferred or exchanged, but only upon the Bond Register and only by the Registered Owner or its attorney duly autiiorized in writing, upon surrender hereof together with a du:ly executed written instrument of transfer satisfactory to the Bond Registrar, whereupon the Bond Reg- istrar shall auth�enticate and deliver in the name of the designated transfe;rees a new registered Bond or Bonds of the same aggregate amount, maturity, rate of interest, and other terms hereof. Onl.y the Registered Owner shall be entitled to receive the pri.ncipal of and interest on this Bond, and the City and the Bond Registrar may treat the Registered Owner as the abso:Lute owner hereof for all other purposes whatsoever. IT IS HEREBY C]:RTIFIED AND RECITED that all acts, condi- tions, and things required by the Constitution and laws of the State of Minne�sota and the Charter to be done, to have happened, and to be performed precedent to and in the issu- ance of this Bond have been done, have happened, and have been performed in regular and due form, time, and manner as reguired by law; and that this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the i�d�L�tedness of the City to exceed any constitu- tional, statutory, or Charter iimi�ation thereon. II� i�ITNESS in�EREOF, the �ity of Fridley, Anoka County, Minnesota, by its City Council, has caused this Bond to be executed by the manual or facsimile signatures of its Mayor and City Manager; has caused this Bond to be executed manu- ally by the Bond Registrar, as the City's duly appointed authenticating agent for the Bonds; has caused the official seal of the City t.o be omitted from this Bond as permitted by law; and has caused this Bc�nd to be dated August 1, 1986. - 11 - City Mana.ger This Bond issued pursuant and delivery. Date of Authentication: (OMIT SEAL) Mayor CE]�TIFICATE OF AUTHENTICATION is one of the Bonds designated herein and �t�o the resolution authorizing its issuance First Trust Company, Inc. Bond Registrar By Its Authorized Signature ASSIGNMENT FOR VALUE RE;CEIVED, the undersigned, hereby sells, assigns, and trans�fers unto (Tax Identificatic�n or Social Security No. ) this Bond and all rights thereunder and hereby irrevocably constitutes and appoints , as attorney of th� undersigned, to transfer this Bond on the Bond Register with� full power of substitution. Date: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this Bond in every particular, without alteration, eniargement, or any other c�ange whatso�ver. Signature Guarante�ed: Signature(s) must be guaranteed by a national bank or trust company or by a b:rokerage firm which is a member of a major stock exchange. - 12 - 10. Execution of Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of the Mayor and the City Manager and shall be duly authenti- cated by the manual signature of an authorized representa- tive of the Bond Registrar, hereby designated by the City as its authenticating agent for the Bonds pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. The Bonds, when fully executed, shall be delivered by the City Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obligated to see to the proper application thereof. If it becomes desirable or necessary that the City close on the Bonds prior to the time that printed Bonds can be prepared, executed, and delivered, the City may deliver to the Purchaser temporary typewritten or similarly prepared Bonds (including with respect to each maturity a sinq2e Bond in the full principal amount thereof) duly executed and authenticated in accordance with appli- cable law, which temporary Bonds shall be exchanged for definitive Bonds as soon as the same can be prepared and delivered in accordance with this Resolution. 11. Escrow Deposit Agreement. The form of the Escrow Deposit Agreement which is on file in the office of the City Clerk and which has been proposed to be entered into between the City and First Trust Company, Inc., St. Paul, Minnesota, as Escrow Agent thereunder, for the purpose of providing an irrevocable escrow of funds and investments for the payment (in accordance with this Resolution and the Escrow Deposit Agreement) of certain interest on the Bonds and certain amounts of the principal of the Series 1985 Bonds is hereby approved, and the Mayor, City Manager, City Finance Direc- tor, and City Clerk are hereby authorized and directed to execute such agreement in substantially the form on file but with such changes thereto as the officers executing the same may approve, which approval shall be conclusively evidenced by their execution thereof. The Escrow Deposit Agreement shall be irrevocable, and the City hereby covenants punc- tually to perform the terms and conditions thereof and agrees to gay the reasonable charges of the Escrow Agent thereunder. 12. Escrow Certifications. The firm of , , Minnesota, certified public accountants, is hereby authorized and directed to provide verifications and certifications with respect to the deposits and investments in the Escrow Account and is fur- ther authorized to make such calculations as may be neces- sary for the purposes of determining the sufficiency of the Escrow Account to make certain timely payments of principal of the Series 1985 Bonds and the interest on the Bonds ( to the extent provided in this Resolution and in the Escrow - 14 - _ Deposit Agreement) and of determining compliance with yield restrictions and other provisions of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations and rulings thereunder. 13. Debt Service Fund. There is hereby created on the official books and records of the City a fund designated as $2,705,000 General Obligation Improvement Refunding Bonds, Series 1986, Debt Service Fund (the "Debt Service Fund"), which shall be held in trust by the City for the benefit of the Owners from �time to time of the Bonds, as hereinafter provided. Within the Debt Service Fund, there shall be created and maintained (at least until the Crossover Date) separate accounts designated as Interest Account and Princi- pal Account. Until the principal of and interest on the Bonds are paid, or until all of the Bonds are otherwise discharged as hereinafter provided: (a) The following amounts shall be credited to the Interest Account, which funds are hereby pledged to and shall be used to pay interest accruing on the Bonds prior to the Crossover Date: (i) Any accrued interest on the Bonds re- ceived by the City upon the actual de- livery of the Bonds, except that the same may be used to prepay earnings on, and in connection with the purchase of, the Refunding Obligations under the Escrow Deposit Agreement for subsequent applica- tion toward payment of the interest on the Bonds; (ii) All earnings �n investments of funds held in the Escrow Account (the "Escrow Earn- ings") and received by the City pursuant to the Escrow Deposit Agreement; and (iii) Pre-Crossover Available Special Assess- ments to the extent that the amounts described in (i) and (ii) are insuffi- cient to make timely payments of the above-described interest on the Bonds, when due. (b) There shall be credited to the Principal Account, and are hereby pledged to the payment of the principal of the Bonds coming due on or prior to the Crossover Date, Pre-Crossover Available Speeial Assess- ments in amounts sufficient to pay the same, when due. - 15 - (c) From and after the Crossover Date, separate Accounts shall no longer be required to be maintained in the Debt Service Fund, and the City shall credit thereto, and hereby pledges to the payment of the prin- cipal of and interest on the Bonds, when due, Post- Crossover Special Assessments in amounts, but only in such amounts, which will be sufficient for such pur- poses. The City further.pledges to the payment of the principal of and interest on the Bonds, when due, the proceeds of any general ad valorem taxes hereafter levied by the City for such purposes. The aforesaid funds in the Debt Service Fund shall be used only and exclusively for, and are hereby pledged to, in accordance with the provisions above, the payment of the Bonds in accordance with their terms. If any such payment shall become due when there are not sufficient funds in the Debt Service Fund to pay the same, the City Finance Director shall pay such amounts from the general fund or other available fund of the City, and such fund shall be reimbursed for such advances from the proceeds of the Escrow Earnings (but only to the extent such advances of City funds paid interest on the Bonds), the Pre-Crossover Special Assessments (if before the Crossover Date), or the Post-Crossover Special Assessments (if after the Crossover Date) or of any general ad valorem taxes hereafter levied for such purposes, when collected. 14. Mandatory and Optional Redemption of Series 1985 Bonds. As provided in Section 3.07 of the Series 1985 In- denture, the principal amounts of the Series 1985 Bonds are subject to mandatory sinking fund redemption on February 1 in the following years and amounts, respectively, among others: Year 1988 1989 1990 1991 1992 1993 Amount $155,000 170,000 180,000 195,000 205,000 220,000 To pay, when due, the foregoing mandatory redemptions of principal amounts of the Series 1985 Bonds which occur prior to or on the Crossover Date, the City shall use the follow- ing funds from the Reserve Account established pursuant to paragraph 7(b) of the Series 1985 Bond Resolution (but only to the extent that the balance in the Reserve A�ccot�nt will not be less than the Minimum Reserve Level (as defined in said paragraph) thereof following such withdrawals), to- - 16 - gether with the following amounts of the principal proceeds of the Bonds (specifically not including any earnings on funds invested in the Escrow Account) payable to the City from the Escrow Account pursuant to the Escrow Deposit Agreement, respectively: Year of Mandatory Sinking Fund Redemption 1988 1989 1990 1991 1992 1993 Funds From Reserve Account $131,750 144,500 153,000 165,750 174,250 18%��0� Funds From Escrow Account $ 23,250 25,500 27,000 29,250 30,750 33,000 Total $155,000 170,000 180,000 195,000 205,000 220,000 To pay the principal amounts of the optional redemption of the Series 1986 Bonds on the Crossover Date: (aj If the Crossover Date is the First Crossover Date, the City shall use the $2,205,750 of the principal proceeds of the Bonds then available to the City from the Escrow Account for such purposes and $389,250 from the Reserve Account; (b) If the Crossover Date is August 1, 1993, the City shall use the $1,678,750 of the principal proceeds of the Bonds then available to the City from the Escrow Account for such purposes and $296,250 from the Reserve Account; and (c) If the Crossover Date occurs after the First Crossover Date and before August 1, 1993, the respective amounts to be withdrawn from the Escrow Account and the Reserve Account to make the optional redemption of the Series 1985 Bonds otherwise outstanding thereon shall be adjusted according. To the extent that funds on hand in the Reserve Account are insufficie�t to allow any of the withdrawals therefrom pre- scribed in this paragraph, (A) the City shall use such addi- tional funds as may be available for such purposes pursuant to the Series 1985 Bond Resolution and the Series 1985 In- denture (including without limitation such additional with- drawals from the Reserve Account as may be permitted thereby) and (B), in the case of any shortfall of funds for optional redemption of the Bonds on the Crossover Date, in addition to the funds of the type described in (A) above (but using such funds first for any mandatory sinking fund redemption of the Series 1985 Bonds occurzing on the Cross- - 17 - � over Date), the City shall use such other available funds of the City as may be needed for such purposes, including with- out limitation available general or other funds, special assessments levied for the Improvements (as defined in the Series 1985 Bond Resolution), or ad valorem tax levies, to the effect that the crossover refunding of the Series 1985 Bonds shall be timely made by the City on the Crossover Date. 15. Modification of Improvement Pledge to Series 1985 Bonds. Pursuant to and in accordance with the applicable provisions of this Resolution and the Escrow Deposit Agree- ment, the City has caused to be escrowed and maintained in the Escrow Account Government Obligations (as defined in the Series 1985 Indenture) whose principal maturities will occur at such times and in such amounts as will be sufficient, and the City hereby covenants that it shall apply such necessary amounts thereof, to pay, when due, a total of $2,635,000 of the principal of the Series 1985 Bonds, being more specifi- cally (a) 85$ of the principal amounts of the mandatory sinking fund redemptions of the Series 1985 Bonds which occur on or prior to the Conversion Date and (b) 85$ of the principal amounts of the optional redemption of all of the Series 19$5 Bonds otherwise outstanding on the Crossover Date. To the extent that the City has hereby provided the above -described security for the payment of said portion of the principal of the Series 1985 Bonds, said principal is thereby effectively discharged and defeased under paragraph 16 of the Series 1985 Bond Resolution and Article VII of the Series 1985 Indenture. To the extent of the foregoing pro- visions for such payments of the principal of the Series 1985 Bonds, the pledge of special assessments to the payment thereof can be and is hereby modified as follows: Section 7(a) of the Series 1985 Bond Resolution is hereby amended by replacing each occurrence therein of the term Special Assessments (as def.aned therein) with the term Modified Series 1985 Sp�cial Assessments (as defined in this Resolu- tion). 16. Crossover Refunding Covenants. The City hereby covenants that as long as any of the Bonds remains undis- charged under this Resalution it will not optionally redeeT any of the Series 1985 Bonds prior to the Crossover Date and that it will not convert the Series 1985 Bonds to a Fixed Interest Rate, as defined and provided in the Series 1985 Indenture. The City further covenants that it will timely take or cause to be taken all actions necessary under the applicable provisions of the Series 1985 Bond Resolution, the Series 1985 Indenture, the Escrow Deposit Agreernent, and this Resolution to effect a crossover refunding of the Series 1985 Bonds on the Crossover Date. - 18 - 17. Pledge of Full Faith and Credit to Bonds. 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 currrent or anticipated deficiency of funds in the Debt Service Fund of amounts needed to make any such payment, when due, the City Council shall levy ad valorem taxes on all taxable property in the City in the amount of such deficiency. 18. Debt Sefvice Sufficiency. It is hereby determined that the funds pledged by this Resolution to the payment of the Bonds will produce at least 5$ in excess of the amount needed to pay, when due, the principal of and interest on the Bonds, and that no tax levy is needed at this time. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Anoka County and to obtain the certificate required by Minnesota Statutes, Sec- tion 475.63. 19. Transcript Certification. The officers of the City are hereby authorized and directed to prepare and furnish to the Purcraser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and to furnish such other certificates, affidavits, and transcripts as may be required to show facts within their knowledge or as shown by the books and records in their custody and under their control relating to the validity and marketability of the Bonds, and such instru- ments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 20. Official Statement Certification. The Mayor, the City Manager, and the City Finance Director are hereby authorized and directed to certify that they have examined the official statement or prospectus prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief said official statemer.� is a complete and accurate representation of the facts and represe�tataons made therein as they relate to the City. 21. �e�eral Non-Taxability Cavenan�. The City cove- nants and agrees with the owners from time to time of the Bonds that the City will not take or permit to be taken by any of its officers, employees, or agents any action which would cause the interest on thQ Bonds to become subject to taxation under the Intern,al Revenv�e Code of I954, as amended (the "Code"), and regulations i�sued thereunder, as now existing or as hereafter amended or proposed and in effect at the time of such action, and that it will take, or it will cause to be taken, all affirmative actions within its - 19 - power which may be necessary to insure that such interest will not become subject to incoR�e taxation under the Code. 22. Discharge. When any Bond has been discharged as provided in this paragraph, all pledges, covenants, and other rights granted by this Resolution to the owner(s) of such Bond shall cease, and such Bond shall no longer be deemed to be outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Reg- istrar a sum sufficient for the payment thereof in full with inte:est accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepay- able Bonds by depositing with the Bond Registrar on or be- fore the duly declared date of prepayment an amount equal to the principal and interest then due, provided that notice of such redeT�ption has been duly given according to law. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocabiy in escrow, with a bank qualified by law as an escrow agent for this pvrpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and matur- ing on such dates as shall be required to pay all principal and interest on such Bonds as the same become due. 23. Amendment to Reimbursement Agreement; Expectation of No-Default Thereunde:. The First Amendment to Reimburse- ment Agreement proposed to be entered into by the City and the Bank in connection with the final rating of the Series 1985 Bonds is hereby approved, and the officers of the City are hereby authorized and directed to execute the same upon the issuance of the Bonds, with such amendments thereof as such of�icers with the advice of Bond Counsel may deem necessary or d��i�ableA as evidenced by their execution thereof. The Council reasonably expects that no Event of Default ��der and as d�fined in the Reimbursement Agreement will occu� �uri�g the term of said Agreement. 24. Headings. The paragraph headings used in this Resolution are for facilitation of reference only and are not intended to affect the interpretation of the text hezeof . - 20 - i The motion foz the adoption of the foregoing resolution was duly seconded by Councilmember , and . upon vote being taken thereon, the following voted in favor thereof : and the following voted against the same: whereupon said resolution was declared duly passed and adopted. - 21 - Clerk's Certificate I, the undersigned, being the duly qualified and acting City Clerk of the City of Fridley, Minnesota, do hereby cer- tify that I have carefully compared the attached and forego- ing extract of minutes of a regular or special meeting of the Fridley City Council held on August 14, 1986, with the original thereof on file in my office, and i further certify that the same is a full, true, and complete transcript therefrom insofar as the same relates to the issuance and sale of the City's $2,705,000 General Obligation Improvement Refunding Bonds, Series 1986, dated August 1, 1986. WITNESS My hand as such City Clerk and the corporate seal of the City this day of , 1986. City Clerk City of Fridley, Minnesota (SEALj . � _�_ _ .�.�..�„�._..M �__ � . �.�..��.,_ ._ ,�, T � . _---. C'!il!'l�C�.Q_AAT■ � K d '• �; = O t� i ,�: I�U�LlC WOAKs ; �: CI�TY OF !VI E M O Ri A ND UM FRI DLEY __ _ - ?v: Nasim Qureshi, City l�u�ager t=- FROM: Jahn G. Flora,` R�hlic Wocks Director I�TE: August 14, 1986 SUBJECT: Water and Sanitary Sewer Project �162 pW86-236 pn Thur schy, l�ugust 14, 1986 at 11 s 04 a. �. in �i tY Roan I, the Ci ty opened bids for th� Water and Sanitary Srwer Project #162 �or the wooc�ridge D�velopaent. 9avan aw�rac�acs v�ere interested in the project and we reveived three b�ids. 7he low bickier was sui�ittmd by Pack Qonstru�ction at $188,100.00. In s�tisfying the oappietion agr�� Mit3i woatacidge ac,�eeMC�t. r�oq�e��d the Qouncil reoeive tt�e bi.d� ar�d arard t2� c�ontract to the lw taidder, P�r1c Construction. JiGF/ts BID OP�TING 11:00 A. M. �IURSnAY, AtIGUST 14, 1966 WATE�2 AND SANITARY 58�1IIt PRQ7ELT �162 I•_i� ! ��' Park Construction 7900 Beec.h St. , N. E. Nor t�hf ie1 d, NN 55057 Crossings, P. 0. Box 10 Prior Lake, S. J. I,oui s RR4 , P. 0. St. Qoud, Inc. NN 55372 Construction Box 5180 NN 56302 I BID I �� I � sa�n � Bu� i a�r�rrs i I I � i I � 5$ �$ 188,100.00� 1 _I � � I I i5$ i 196,033.55i I I I 1 I 1 � 5$ � 251,455.30� ( � � .� -� i �G� c�NO� f R1 DLE.Y �� - - FROM: • nATE: ptRECTORATE OF pve�ic woRKs MEMORAN�UM Nasim Qureshi, City Managet John G. Flora, �Public Works Director August 12, 1986 SUB�7DCT: De�r�ol ition and Site Grading Proj ect #163 , o° "a �v� -°J°- �� -= � I�186-234 Zhe City opened bicts for the Demolition and Site Grading Project �163, Woodbridge Develognent, on Monday. August 11, 1986 at 10:00 a.m. in �ity Room I. Five oontractors were interested in the project and we reoeived four b�icls. The law bidder was Enebak Construction Company of Northf ield, NII�I at 5978,000.00. Zhis 4id is in line with the original bid we received for this project last spring. Based upon the agreed to schedule with Woodbridge to initiate work this year on the 100 Z1ain Drive-In site, reoanmer� Council reoeive the bids and awara the �ntract to the laa bicider, F�ebak Construction Comp3ny. JGF/ts .� �� a CITYOf f RJ DLEY �s • �. . L1�,TE: OlRECTORATE , � F PUBL.IC WORKS MEMORANL7UM Nasim Qureshi, City lyanager Jahn G. Flora �Public Works Director August 12, 1986 Si7B.7EtT: Lanciscaping, Irricption and Lighting Project #168 , o° "o 1�! �� D irV .� � � r PW86-235 On Tuesc3ay, August 12, 1986 at 10:00 a.m in Community Room I, the City opened the bicls for the Landscaping, Irrigation and Lighting Project #168 for the Woodbridge Developnent. Eleven �ntractors were interested and we reoeived six bids. �he law bidder was isnnesota Valley Landscaping, Inc. at $481,413.00. In order to satisfy the agreed suspense dates for the Woodbridge Developnent, reoa��end the City Council receive the bids and award the oontract to the laa bickier, N.innesota Valley Landscaging, Inc. 3GF/ts � �- � � C�N�F FRl DLEY t31RECTORATE 0 F PUBLtC WORK8 1VtEMORANDUM ZD: Nasim Qureshi, City Manager ��tOM: Jahn G. Flora, rPubl ic Works Di rector D�TE: August 12,•1986 S1.TBJDQ': Street Impravenent Project No. ST. 1986 - 1& 2, Phase II 00 o.• �.o <� °o 0 � ?� �� Fw66-237 Phase II of the Street Impravenent Project No. ST. 1986 - 1& 2 deals with the aonstruction of Woodbridge and Lake Pointe Drive in the Woodbridge Developnent of the 100 �ain Drive-In site. Bids were openea on Thursday, April 17, 1986 and awarc3ed to H& S Asphalt by the City Council on May 5, 1986. Zhe �aarding of Phase II was withheld upon finalization of the Woodbridge Developnent agreenents. We have discussed the extension of the awarding of Phase II with the contractor and he has agreed to oomplete the identified project as suYmitted in his i�dd. In order to satisfy the oanpletion agreenent with Woodbridge for the 100 Ztain Drive-In project site, reoo�nend the City Council award Phase II of Street Improvement Project No. ST. 1986 - 1& 2 to H& S Asphalt at $368,054.10. JGF/ts