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RES 1990-24 - 0000382741 RESOLOTION NO. 24 - 1990 resoLurim Aompmn BID ON muz • - ApownwmY OF 1990 AM PROVIDIN3 FOR 7HM ISSUANCE I WHEREAS, the City Council of the City of Fridley, Anoka County, Minnesota (the "City "), has heretofore determined that it is necessary and expedient to issue approximately $9, 445,000 General Obligation Tax Increment Refunding Bonds of 1990 of the City, pursuant to Minnesota Statutes, Chapter 475, particularly Section 475.67, Subdivisions 4 through 12, to refund in advance of their maturity the City's $10,045,000 General Obligation Tax Increment Refunding Bonds, Series 1986 (the "Prior Bonds" or "Refunded Bonds "), of which $9,060,000 in principal amount remain outstanding and which were issued to refund bonds issued to finance various public improvements (the "Project") undertaken by the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Fridley HRA"); and WHEREAS, the refunding of the Prior Bonds is consistent with covenants made with the holders thereof, and is necessary and desirable for the payment of the Prior Bonds and the extension or adjustment of the maturities of indebtedness in relation to the resources available for their payment; and WHEREAS, in the Official Terms of Bond Sale relating to the Bonds the City reserved the right to increase or decrease the issue size from the proposed $9,445,000 by not to exceed $300,000 in total or $100,000 for any individual ' maturity, and to adjust the purchase price so that the adjusted purchase price bears the same ratio to the adjusted principal as the bid bears to $9,445,000; and WHEREAS, the City has determined to adjust the principal amount by a $40,000 increase: NOW, THEREFORE, BE IT RE5OL by the City do uicil of the City of Fridley, Minnesota, as follows: 1. Acceptance of Bid. The bid of Norwest Investment Services, Inc., Minneapols, Minnesota (the "Purchaser ") to purchase $9,445,000 principal amount of General Obligation Tax Increment Refunding Bonds of 1990 of the City (the "Bonds ", or individually a "Bond "), in accordance with the Official Terms of Bond Sale therefor, at the rates of interest hereinafter set forth, and to pay therefor the sum of $9,306,391.60, plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable bid received and is hereby accepted, and the Bonds are hereby awarded to said bidder. The City Finance Director is directed to retain the deposit of said bidder and to forthwith return to the unsuccessful bidders their good faith checks or drafts. The adjusted purchase price for the actual $9,485,000 of the Bonds is $9,345,804.59. 2. Title; Original Issue Date; Denominations, Maturities. The Bonds shall be titled "General Obligation Tax Increment Refunding Bonds of 199011, shall be ' dated March 1, 1990, as the date of original issue and shall be issued in the amount of $9,485,000 forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R -1 upward in the denomination of $5,000 each Page 2 - Resolution No. 24 - 1990 or in any integral multiple thereof of a single maturity. The Bonds shall ' mature, subject to prior redemption, on August 1 in the years and amounts as follows: Year Amount Year Amount 2001 $ 810,000 2006 $1,120,000 2002 865,000 2007 1,200,000 2003 920,000 2008 1,270,000 2004 980,000 2009 1,270,000 2005 1,050,000 2008 7.00 Such maturities, compared to the Official Terms of Bond Sale for the Bonds, reflect a $40,000 aggregate increase in the following years and amounts: $5,000 in 2001, $10,000 in 2002, $5,000 in 2003, $5,000 in 2004, $5,000 in 2005, $5,000 in 2006, and $5,000 in 2007. Pursuant to Minnesota Statutes, Section 475.54, Subdivision 2, the Council hereby combines the foregoing maturity schedule with the remaining scheduled and unpaid maturities of all currently outstanding general obligation bonds of the city, except the Prior Bonds, and the Council hereby finds and determines that such ccmbinned maturity schedule satisfies the requirements of Minnesota Statutes, Section 475.54, Subdivision 1. 3. Purpose; cost; Finding. The Bonds (together with other available funds, if any, appropriated in paragraph 18 hereof) shall provide moneys for a refunding of the Prior Bonds. It is determined and declared that such refunding is an advance refunding pursuant to Minnesota Statutes, Section 475.67, Subdivisions 4 through 12, and is necessary or desirable for the extension or adjustment of the maturities of the Prior Bonds in relation to the resources available for their payment, specifically for an extension of the average life of the maturities of the Prior Bonds by at least five (5) years. 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date ") , commencing August 1, 1990, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Maturity Interest Year Rate Year Rate 2001 6.60% 2006 6.90% 2002 6.60 2007 6.90 2003 6.75 2008 7.00 2004 6.75 2009 7.00 2005 6.90 5. Redemption. All Bonds shall be subject to redemption and prepayment at the option of the city on August 1, 1997, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds ' subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only a part of the Bonds having a canmon maturity date are called for prepayment, the 42 Page 3 - Resolution No. 24 - 1990 43 specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. ' Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the ' principal of the Bond so surrendered. 6. Bond Registrar. First Trust National Association, in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this resolution. 7. Form of Hond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: Page 4 - Resolution No. 24 - 1990 R- PRINCIPAL AMOUNT: Ell Q4W1k At 11,11WOX • STATE OF MINNESOTA COUNTY OF • •• WVL OF 1 GENERAL OBLIGATION TAX INCREMENT REFUNDING :• • OF ••/ MATURITY DATE OF DATE ORIGINAL ISSUE CUSIP MARCH 1, 1990 KM ALL PERSONS BY THESE PRESENT'S that the City of Fridley, Anoka County, Minnesota (the "Issuer "), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date "), commencing August 1, 1990, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder ") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date "). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. '14 45 Page 5 - Resolution No. 24 - 1990 REFERErICE IS MOM MADE TO THE FU MM pRC3[TTSIONS OF THIS BOND SET ' FORTH CN THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL P[JRPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Home Rule Charter of the Issuer to be done, to have happened and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any Charter, constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Fridley, Anoka County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its City Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CITY OF FRIDLEY, CERTIFICATE OF ANOEA CCUNrY, AUIHENTICATION MINNESOTA ' This Bond is one of the Bonds described in the Resolution mentioned U Facsimile within. Mayor s Facsimile City Manager Bond Registrar By Authorized Signature Page 6 - Resolution No. 24 - 1990 CK IMVERSE OF BOND 1 Redemption. All Bonds of this issue (the " Bonds ") are subject to redemption and prepayment at the option of the Issuer on August 1, 1997, and on any date thereafter at a price of par plus accrued interest. Redemption nay be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds. Selection of Bonds for Redemption; Partial Redemption. Tb effect a partial redemption of Bonds having a conmion maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Boni. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond ' is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrunent of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $9,485,000, all of like date of original issue and tenor, except as to number, denomination, interest rate, and maturity, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the state of Minnesota, including Minnesota Statutes, section 475.67, and pursuant to a resolution adopted by the city Council of the Issuer on March 7, 1990 (the "Resolution "), for the purpose of providing moneys, together with any contributions of the Issuer, sufficient for the advance refunding of the Issuer's General Obligation Tax Increment Refunding Bonds, Series 1986. This Bond is payable out of the Debt Service Account of the General Obligation Tax Increment Refunding Bonds of 1990 Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest ' when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. I Page 7 - Resolution No. 24 - 1990 Denominations: Exchange: Resolution. The Bonds are issuable solely as fully ' registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Band Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tux - Exempt Obligations. The Bonds have been designated by the Issuer as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as attended. 47 Page 8 - Resolution No. 24 - 1990 ' P,BEREV=ONS The following abbreviations, when used in the inscription on the face of this Bowl, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CCM - as tenants in oommon TIN ENr - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cult) (Minor) under the Uniform (ate) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. Page 9 - Resolution No. 24 - 1990 49 IASSIGNME r For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assigrmient must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. ' The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) Page 10 - Resolution No. 24 - 1990 ' 8. Execution; Temporary Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and City Manager and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; and provided further that both of such signatures may be printed facsimiles and the corporate seal may be emitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten tenporary bonds in substantially the form set forth above. The temporary bonds may be executed with phot000pied facsimile signatures of the Mayor and City Manager. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the sane person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is March 1, 1990. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer: Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the holder, Bonds may be exchanged for Bonds of any authorized denaaination or denomination of a like aggregate principal amount and stated ' maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, 50 Page 11 - Resolution No. 24 - 1990 insert the date of registration of, and deliver the Bonds which the holder ' making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be prc npUy cancelled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be ac=qpanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. ' 11. Rights Upon Transfer or Exchancte. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment: Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder ") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date "). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the Person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the ' contrary. 51 Page 12 - Resolution No. 24 - 1990 14. Delivery: Application of Proceeds. The Bonds when so prepared and executed sha11 be delivered by the City Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds and the Prior Bonds, and to make adequate and specific security to the Purchaser and holders from time to time of the Bonds and Prior Bonds, there is hereby created a special fund to be designated the " General Obligation Tax Increment Refunding Bonds of 1990 Fund" (the "Fund ") to be administered and maintained by the City Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner he'r'ein specified until all of the Prior Bonds and the Bonds, and the interest thereon, have been fully paid. There shall be maintained in the Ferri two separate accounts, to be designated the "Escrow Account" and "Debt Service Account ", respectively. (i) Escrow Account. The proceeds of the sale of the Bonds, less any accrued interest and any amount paid for the Bonds in excess of $9,342,725 and less such proceeds of the Bonds (if any) as may be used to pay issuance expenses, plus other available municipal funds as may be required to adequately fund the Escrow Account for the purposes set forth in this subparagraph, are hereby pledged and appropriated and shall be credited to the Escrow Account. The Escrow Account shall be maintained as an escrow account with First Trust National Association (the "Escrow Agent "), ' in St. Paul, Minnesota, pursuant to the Escrow Agreement described in paragraph 22 of this Resolution. All proceeds of the sale of the Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon and amounts appropriated by paragraph 18 not used to pay costs of issuance. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account to pay at maturity, upon mandatory sinking fund redemption or upon early optional redemption on February 1, 1994, the principal amount of each of the Prior Bonds and to pay interest due on the Prior Bonds when due. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the escrow account shall be remitted to the City, all in accordance with an agreement (the "Escrow Agreement ") by and between the City and Escrow Agent, a form of which agreement is on file in the office of the City Clerk on the date this resolution is adopted. (ii) Debt Service Account. To the Debt Service Account there is hereby pledged and irrevocably appropriated and there shall be credited: (1) accrued interest and any amount paid for the Bonds in excess of $9,342,725; (2) the balance, if any (and none is expected to exist), ' remaining on April 1, 1990, in the Debt Service Fund created by paragraph 13 of Resolution No. 62 -1986, adopted by the City Council on August 14, 1986, which authorized the issuance of the Prior Bonds; (3) all 52 Page 13 - Resolution No. 24 - 1990 collections of any taxes levied for the payment of the Bonds or the Prior ' Bonds; (4) tax increments derived by the City from the Tax Increment Pledge Agreement, dated as of March 1, 1990, between the City and the Fridley ERA, substantially in the form heretofore presented to the Council, the execution of which Agreement is hereby approved and authorized by the Council; (5) all investment earnings on moneys in the Debt Service Account; (6) any amounts received by the City upon termination of the Escrow Account or the sale of securities therein; and (7) any and all other moneys which are properly available and are appropriated by the City Council to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5 %) of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Escrow Accent or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then - applicable federal arbitrage regulations may be invested without regard to yield shall not ' be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable " temporary, periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed,' within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code ") . 16. Coverage Test. The Tax Increments pledged to the payment of the Bonds are such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 17. General obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. ' 18. (Intentionally Left Blank.] 53 Page 14 - Resolution No. 24 - 1990 54 19. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions ' theretofore made for the security thereof shall be observed by the City and all of its officers and agents. However, the City Council hereby finds, determines and certifies to the County Auditor of Anoka County that the proceeds of the sale of the Bonds to be used to refund the Prior Bonds, together with other funds available and appropriated to the Escrow Account for said purpose, will be sufficient, together with the earnings on the investment of such funds in the Escrow Account, to pay when due all of the principal of, and interest on, the Prior Bonds. 20. Securities; Escrow Accent. Securities purchased from the moneys in the Escrow Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amerKbents or supplements thereto. Securities purchased from the Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City Council has investigated the facts and hereby finds and determines that the Escrow Agent is a suitable financial institution to act as escrow agent. 21. Redemption of Prior Bonds. The unpaid Prior Bonds which mature after February 1, 1994, shall be redeemed and prepaid on said date, all in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached to the Escrow Agreement as Exhibit A, which terms and conditions are hereby approved and incorporated herein by reference. A Notice of Call for Redemption in substantially such form shall be first published no later than thirty (30) days after the issuance of the Bonds, and shall be published again not less than forty -five (45) and not more than ninety (90) days prior to the redemption date pursuant to the Escrow Agreement. In addition, the Notice of Call for Redemption shall be mailed to all affected holders not less than thirty (30) days prior to the redemption date pursuant to the Escrow Agreement. 22. Escrow Agreement. On or prior to the delivery of the Bonds the Mayor, City Manager and City Finance Director shall, and are hereby authorized and directed to, execute on behalf of the City an Escrow Agreement. All essential terms and conditions of such Escrow Agreement are hereby approved and adopted and made a part of this resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 23. Purchase of Securities. The City Finance Director, or anyone designated by the City Finance Director to act in his behalf, is hereby authorized and directed to purchase the appropriate securities (including United States Treasury Securities, State and Local Government Series) from the proceeds of the Bonds and the Prior Bonds in accordance with the provisions of this resolution and to execute all such documents (including the appropriate subscription forms) required to effect such purchase. Remaining unexpended proceeds of the Prior Bonds or of the bonds which were refunded by the Prior Bonds shall be invested in such securities in the manner most appropriate to restrict the yield on such investments in accordance with applicable arbitrage restrictions. Such unexpended proceeds amount to approximately $2,400,000, and the Council finds, based in part upon representations made by the Fridley BRA, that it is necessary to retain said moneys to pay eligible costs of the Project which have been, are ' being, and/or will be incurred. 24. Certificates of Registration. The City Clerk is hereby directed to file a certified copy of this resolution with the County Auditor of Anoka County, Page 15 - Resolution No. 24 - 1990 55 Minnesota, together with such other information as the County Auditor shall ' require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register. 25. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 26. Representations and Negative Covenants as to Use of Proceeds and Project. The City hereby represents that proceeds of the Prior Bonds and of the bonds refunded by the Prior Bonds expended prior to the date this resolution is adopted have not been expended in such a manner as to cause the Prior Bonds or the bonds refunded by the Prior Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code, and the City hereby covenants not to use the proceeds of the Prior Bonds or of the bonds refunded by the Prior Bonds, or cause or permit them to be used, in such a manner as to cause the Prior Bonds or the bonds refunded by the Prior Bonds to be such "private activity bonds ". The City hereby covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them to be used, or to ' enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code. 27. Tax - Exempt Status of the Bonds; Rebate; Elections. The City shall co ply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small- issuer exception amount of $5,000,000. The City understands that upon the issuance of the Bonds, as a condition to the tax -exeWt status of the Bonds, the proceeds of the Prior Bonds and of the bonds refunded by the Prior Bonds lose any initial temporary periods and have a minor portion for arbitrage purposes which is limited to $100,000. The Mayor, City Clerk and City Finance Director, or any of them, are hereby authorized and directed to make such elections as to arbitrage or rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. Page 16 - Resolution No. 24 - 1990 56 28. Designation of Qualified Tax-Exempt Obligations. In order to qualify the ' Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b) (3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bowls" as defined in section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax - exert obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax -exert obligations (other than private activity bonds, treating qualified 501(c) (3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City, including the Fridley HRA) during calendar year 1990 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during calendar year 1990 will be designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $10,000,000. ' The City shall use its best efforts to cxrply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. The Bonds, as advance refunding bonds, do not qualify to be treated as (or dam) designated and must be actually designated as above. 29. Supplemental Resolution. The August 14, 1986, resolution authorizing the issuance of the Prior Bonds is hereby supplemented to the extent necessary to give effect to the provisions of this resolution. 30. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. Page 17 - Resolution No. 24 - 1990 57 i 31. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. PASSED AND ADOPPED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 7TH DAY OF NUKE, 1990. UW1 LLIAM J. - MA OAR ATTEST: 0�6ti III SHIRL Y A. JHAAPAIA, CM CLERK