RES 1992-77 - 00003554193
•IS . 1
MOWrIM PROVIDING MR MM ISSLUMM AND BALE
$855,000 N91 IA' OBLIGATICH I16ROVEMENT BOMB,
SERIES
BE IT Fmsoum by the City Council (the "Council ") of the City of Fridley,
Minnesota (the "City "), as follows:
1. It is hereby determined:
(a) That the assessable public improvement projects (the " Improvements")
described in the Council's September 8, 1992, resolution relating
to these Bonds have been duly ordered by the City and have been
constructed by the City or will be constructed under contracts which
the City has or will let therefor, all pursuant to and in accordance
with Minnesota Statutes, Chapter 429.
(b) That is it necessary and expedient to the sound financial management
of the affairs of the City that the City issue its bonds pursuant
to Minnesota Statutes, Chapters 429 and 475, to provide financing
for the Improvements.
(c) The Improvements and all their its have been ordered on or
prior to the date hereof, after a hearing thereon for which mailed
and published notice was duly given as required by law describing
' the Improvements and all their components by general nature,
estimated cost, and area to be assessed.
(d) The Council believes it to be in the City's best interest to consider
a refunding (the "Refunding ") of the outstanding and prepayable bonds
of the City's General Obligation Special Assessment Fund Bonds of
1980, dated May 1, 1980, issued in the original principal amount of
$1,755,000 (the "Prior Bonds ").
(e) The Prior Bonds which mature after February 1, 1993, are subject to
prepayment on said date at the option of the City at the redemption
price of par plus accrued interest.
(f) $200,000 is the aggregate principal amount of the Prior Bonds which
mature after February 1, 1993, and said portions of the Prior Bonds
are hereinafter referred to as the "Refunded Bonds ".
(g) The refunding of the Refunded Bonds is consistent with covenants made
with the holders thereof and is necessary and desirable for and will
result in the reduction of debt service cost to the City.
(h) Of the total $855,000 of principal amount of the Bonds to be issued,
$640,000 shall be for financing the Improvements and the remaining
$215, 000 shall be for financing the Refunding, and said portions are
hereinafter sometimes referred to as the "Improvement Bonds" and the
' "Refunding Bonds," respectively.
Acceptance of Offer. The bid of Cronin & Company (the "Purchaser ") to purchase
the City's $855,000 General Obligation Improvement Bonds, Series 1992A (the
"Bonds "), as described in the notice of sale thereof, is hereby found and
determined to be the highest and best bid and is hereby accepted, such bid being
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Page 2 - Resolution 77 - 1992
' to purchase the Bonds at a price of $846,492.75 plus accrued interest to date
of delivery, the Bonds to bear interest, to mature in the years and amounts, and
to be subject to such other terms and conditions as hereinafter provided. The
sum of $897.75, being the amount bid in excess of $845,595, shall be credited
to the Debt Service Account hereinafter created. The City Finance Director is
directed to retain the good faith check of the Purchaser pending completion of
the sale and delivery of the Bonds and to return the checks of the unsuccessful
bidders forthwith.
2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
titled "General Obligation Improvement Bonds, Series 1992A," shall be dated
November 1, 1992, as the date of original issue and shall be issued forthwith
on or after such date as fully registered bonds. The Bonds shall be numbered
from R -1 upward in the denomination of $5,000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature on February 1 in the years
and amounts as follows:
Year
Amount
Year
utt
1994
$50,000
2000
$90,000
1995
85,000
2001
95,000
1996
85,000
2002
70,000
1997
85,000
2003
75,000
1998
85,000
2004
50,000
1999
85,000
'
The foregoing maturities
of the Bonds
are
hereby allocated between the
Improvement
Bonds
and the
Refunding Bonds,
respectively, in proportion to the
respective
financing requirements
thereof,
as follows:
Improvement
Refunding
Year
Bonds
Bonds
1994
$ 20,000
$ 30,000
1995
55,000
30,000
1996
55,000
30,000
1997
60,000
25,000
1998
60,000
25,000
1999
60,000
25,000
2000
65,000
25,000
2001
70,000
25,000
2002
70,000
2003
75,000
2004
50.000
$640,000
$215,000
3. Purpose; Refunding Fundings. The Improvement Bonds shall provide funds to
finance the Improvements. The total cost of the Improvements, which shall
include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated
to be at least equal to the amount of the Improvement Bonds. Work on the
Improvements shall proceed with due diligence to completion. The Refunding Bonds
shall provide moneys for a refunding of the City's Refunded Bonds. It is hereby
found, determined and declared that the issuance of the Refunding Bonds is
necessary or desirable for the reduction of debt service cost to the City and/or
.�J
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Page 3 - Resolution 77 - 1992
the adjustment of the maturities of the Refunded Bonds in relation to the sources
for their repayment. All of the proceeds, including all investment earnings
thereon, of the Prior Bonds have heretofore been expended by the City for the
respective use and purposes for which the City issued the same. The current
and anticipated balances in the debt service account established for the payment
of the Prior Bonds has been duly accounted for in appropriately sizing the
Refunding Bonds, and some funds therein will be used (together with proceeds of
the Refunding Bonds) to provide sufficient funds to accomplish the Refunding
and to pay the Prior Bonds which have a stated maturity of February 1, 1993,
thereby applying all monies in said account in connection with the Refunding.
The City has observed and complied with all of its obligations and covenants made
by the City in connection with the issuance of the Prior Bonds.
4. Interest. The Bonds shall bear interest payable semiannually on February
1 and August 1 of each year (each, an "Interest Payment Date ") , commencing August
1, 1993, calculated on the basis of a 360 -day year consisting of twelve 30-day
months, at the respective rates per annum set forth opposite the maturity years,
as follows:
5. Redemption. All Bonds maturing after February 1, 2002, shall be subject to
redemption and prepayment at the option of the City on said date and on any date
thereafter at a price of par plus accrued interest to date of redemption.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the amount of Bonds of each
maturity to be prepaid; and if only part of the Bonds having a common maturity
date are called for prepayment, the specific Bonds to be prepaid shall be chosen
by lot by the Bond Registrar. Bonds or portions thereof called for redemption
shall be due and payable on the redemption date, and interest thereon shall cease
to accrue from and after the redemption date. Published notice of redemption
shall in each case be given if required by applicable law, and mailed notice of
redemption shall be given to the paying agent and to each affected registered
owner of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar, prior to giving notice of redemption, shall assign to each Bond of
that maturity a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using such method of
selection as it shall deem proper in its discretion, from the numbers so assigned
to such Bonds, as many numbers as, at $5,000 for each number, shall equal the
principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall
Maturity Interest
Maturity
Interest
Year
Rate
Year
Rate
1994
3.00%
1999
4.40%
1995
3.25
2000
4.65
1996
3.50
2001
4.85
1997
3.90
2002
5.00
1998
4.20
2003
5.10
2004
5.25
5. Redemption. All Bonds maturing after February 1, 2002, shall be subject to
redemption and prepayment at the option of the City on said date and on any date
thereafter at a price of par plus accrued interest to date of redemption.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the amount of Bonds of each
maturity to be prepaid; and if only part of the Bonds having a common maturity
date are called for prepayment, the specific Bonds to be prepaid shall be chosen
by lot by the Bond Registrar. Bonds or portions thereof called for redemption
shall be due and payable on the redemption date, and interest thereon shall cease
to accrue from and after the redemption date. Published notice of redemption
shall in each case be given if required by applicable law, and mailed notice of
redemption shall be given to the paying agent and to each affected registered
owner of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar, prior to giving notice of redemption, shall assign to each Bond of
that maturity a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using such method of
selection as it shall deem proper in its discretion, from the numbers so assigned
to such Bonds, as many numbers as, at $5,000 for each number, shall equal the
principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall
WO-16
Page 4 - Resolution 77 - 1992
' 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 instnmient of transfer in form satisfactory to the City or
Bond Registrar duly executed by the registered owner thereof or by the registered
owner's attorney, duly authorized in writing) and the City shall execute (if
necessary) and the Bond Registrar shall authenticate and deliver to the
registered owner of such Bond, without service charge, a new Bond or Bonds of
the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such registered owner,
in aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Bond so surrendered.
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. The principal of and interest on the Bonds shall be paid to the
registered owners (or record owners) of the Bonds in the manner set forth in the
form of Bond and paragraph 13 of this Resolution.
' 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon,
shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF FRIDLEY
R- $
GENERAL OBLIGATION IMPROVEMERr
BOND, SERIES 1992A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
November 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLIARS
The City of Fridley, Anoka County, Minnesota (the "City "), hereby
acknowledges itself to be indebted and, for value received, promises to pay to
the registered owner specified above, or registered assigns, in the manner
197
Page 5 - Resolution 77 - 1992
' hereinafter set forth, the principal amount specified above on the maturity date
specified above, unless duly called for earlier redemption, and to pay interest
thereon semiannually on February 1 and August 1 of each year (each, an "Interest
Payment Date "), commencing August 1, 1993, at the rate per annum specified above
(calculated on the basis of a 360 -day year consisting of twelve 30-day months)
until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original issue hereof.
The principal of and premium, if any, on this Bond are payable upon presentation
and surrender hereof at the principal office of
,in ,
(the "Bond Registrar "), acting as paying agent, or at the principal
office of any successor paying agent duly appointed by the City. Interest on
this Bond will be paid on each Interest Payment Date by check or draft mailed
to the person in whose name this Bond is registered (the "Registered Owner ") on
the registration books of the City maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date (the "Regular Record Date ").
Any interest not so timely paid shall cease to be payable to the person who is
the Registered Owner hereof as of the Regular Record Date, and shall be payable
to the person who is the Registered Owner hereof at the close of business on a
date (the "Special Record Date ") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given to Registered Owners not less than ten days prior to
' the Special Record Date. The principal of and premium, if any, and interest on
this Bond are payable in lawful money of the United States of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SEr FORTH ON THE
REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH HERE.
IT IS HEREBY CEFZTIFIED AND RECI'IHD that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota and the Home Rule Charter
of the City to be done, to have happened and to be performed, precedent to and
in the issuance of this Bond, have been done, have happened and have been
performed in regular and due form, time and mariner as required by law, and that
this Bond, together with all other indebtedness of the City outstanding on the
date of original issue hereof and the date of its actual issuance and delivery
to the original purchaser, does not exceed any constitutional, statutory, or
Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Fridley, Anoka County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile
signatures of its Mayor and its City Manager; has caused the corporate seal of
the City to be intentionally omitted herefrom, as permitted by law; and has
caused this Bond to be executed manually by the Bond Registrar, acting as the
City's duly appointed authenticating agent for the Bonds.
Date of Registration: Registrable by:
1
1 Page 6 - Resolution 77 - 1992
Payable at:
BOND RDGIS7IM'S CI'P)( OF FRM=,
CERTIFICATE OF ANOEA CaWY,
MINNESOTA
AUifENTICATION
This Bond is one of the
Bonds described in the /s/ Facsimile
Resolution mentioned mayor
within.
/s/ Facsimile
City Manager
Bowl Registrar
By. /s/ Manual
Authorized Signature
I hereby certify that the foregoing is a full, true, and
correct copy of the legal opinion executed by the above -named
attorneys, except as to the dating thereof, which opinion has been
handed to me for filing in my office prior to the time of delivery
of the Bonds.
[wool
(facsimile signature)
City Clerk
City of Fridley, Minnesota
Redemption. All Bonds of this issue maturing after February 1, 2002, are
subject to redemption and prepayment at the option of the City on said date and
on any date thereafter at a price of par plus accrued interest to date of
redemption. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine the amount of
Bonds of each maturity to be prepaid; and if only part of the Bonds having a
COMM maturity date are called for prepayment, the Bonds of that maturity to
' be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date.
Published notice of redemption shall in each case be given if required by
199
Page 7 - Resolution 77 - 1992
' applicable law, and mailed notice of redemption shall be given to the paying
agent and to each affected registered owner of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial
redemtion of Bonds having a common maturity date, the Bond Registrar shall
assign to each Bond of that maturity a distinctive number for each $5,000 of the
principal amount of such Bond. The Bond Registrar shall then select by lot,
using such method of selection as it shall deem proper in its discretion, from
the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of such
Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected. If a Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if
the City or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the City or Bond Registrar duly executed by the registered owner
thereof or the registered owner's attorney duly authorized in writing), and the
City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the registered owner of such Bond, without service charge, a new Bond
or Bonds of the same series having the same stated maturity and interest rate
and of any authorized denomination or denominations, as requested by such
registered owner, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
' Issuance; Purpose; General obligation. This Bond is one of an issue in the
total principal amount of $855,000, all of like date of original issue and
tenor, except as to registration number, maturity, interest rate, denomination
and redemption privilege, which Bond has been issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota and the
Charter of the City and pursuant to a resolution adopted by the City Council on
October 5, 1992 (the "Resolution "), for the purpose of providing money to
finance or refinance certain costs of assessable public improvements within the
City. This Bond constitutes a general obligation of the City, and to provide
moneys for the prompt and full payment of its principal, premium, if any, and
interest when the same become due, the full faith and credit and taxing powers
of the City have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof
of a single maturity and are exchangeable for fully registered bonds of other
authorized denominations in equal aggregate principal amounts at the principal
office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the
Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Registered owner in person or by the
' Registered Owner's attorney duly authorized in writing at the principal office
of the Bond Registrar upon presentation and surrender hereof to the Bond
Registrar, all subject to the terms and conditions provided in the Resolution
200
Page 8 - Resolution 77 - 1992
and to reasonable regulations of the City contained in any agreanent with the
Bond Registrar. Thereupon the City shall execute and the Bond Registrar shall
authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or
to "bearer" or similar designation), of an authorized denomination or
denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a stmt
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange of this Bond and any legal or unusual costs
regarding transfers and lost Bonds.
Treatment of Registered owners. The City and Bond Registrar may treat the
person in whose name this Bond is registered as the owner hereof for the purpose
of receiving payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all other purposes,
whether or not this Bond shall be overdue, and neither the City nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication
hereon shall have been executed by the Bond Registrar.
' Qualified Tax -Exempt Obligations. The Bonds have been designated by the City
as "qualified tax- exeept obligations" for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
•
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in coimnon
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in cannon
U MA - as custodian for
(Gust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
1
201
Page 9 - Resolution 77 - 1992
I For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint as
attorney to transfer the Bond on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust cmpany 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.)
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 omitted on the Bonds as permitted by
law. In the event of disability or resignation or other absence of either such
officer, the Bonds may be signed by the manual or facsimile signature of that
officer who may act on behalf of such absent or disabled officer. In case
either such officer whose signature or facsimile of whose signature shall appear
on the Bonds shall cease to be such officer before the delivery of the Bonds,
such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in office until delivery. The
City may elect to deliver, in lieu of printed definitive bonds, one or more
typewritten temporary bonds in substantially the form set forth above, with such
' changes as may be necessary to reflect more than one maturity in a single
temporary bond. Such temporary bonds shall, upon the printing of the definitive
bonds and the execution thereof, be exchanged therefor and cancelled.
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Page 10 - Resolution 77 - 1992
' 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 same person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate of
Authentication on the Bond and by inserting as the date of registration in the
space provided the date on which the Bond is authenticated, except that for
purposes of delivering the original Bonds to the Purchaser, the Bond Registrar
shall insert as a date of registration the date of original issue, which date
is November 1, 1992. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under
this Resolution.
The City Clerk shall obtain a copy of the proposed approving legal opinion of
bond counsel, Briggs and Morgan, Professional Association, St. Paul, Minnesota,
which shall be cuaplete except as to dating thereof, shall cause such opinion
to be filed in the offices of the City, and shall cause said opinion to be
printed on each of the Bonds, together with a certificate to be signed by the
facsimile signature of the City Clerk in substantially the form set forth in the
foregoing form of the Bonds.
10. Rectistration; Transfer, Excharxie. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such
' reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar
shall provide for the registration of Bonds and the registration of transfers
of Bonds entitled to be registered or transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond
Registrar, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in paragraph 10) of,
and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of any authorized denomination or denominations of a like
aggregate principal amount, having the same stated maturity and interest rate,
as requested by the transferor; provided, however, that no Bond may be
registered in blank or in the name of "bearer" or similar designation.
At the option of the registered owner thereof, Bonds may be exchanged for Bonds
of any authorized denomination or denominations of a like aggregate principal
amount and stated maturity, upon surrender of the Bonds to be exchanged at the
principal office of the Bond Registrar. Whenever any Bonds are so surrendered
for exchange, the City shall execute (if necessary), and the Bond Registrar
shall authenticate, insert the date of registration of, and deliver the Bonds
which the registered owner making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this
Resolution shall be promptly 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
MIX
Page 11 - Resolution 77 - 1992
' same benefits under this Resolution, as the Bonds surrendered for such exchange
or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Bond Registrar, duly executed by the registered owner
thereof or the registered owner's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange
of any Bond and any legal or unusual costs remanding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained
in any agreement with the Bond Registrar, including regulations which permit the
Bond Registrar to close its transfer books between record dates and payment
dates.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or
in exchange for or in lieu of any other Bond shall carry all the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the
' Bond is registered on the registration books of the City maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding such Interest Payment Date
(the "Regular Record Date "). Any such interest not so timely paid shall cease
to be payable to the person who is the registered owner thereof as of the
Regular Record Date, and shall be payable to the person who is the registered
owner thereof at the close of business on a date (the "Special Record Date ")
fixed by the Bond Registrar whenever money becomes available for payment of the
defaulted interest. Notice of the Special Record Date shall be given by the
Bond Registrar to the registered owners 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 13 above) on, such Bond and for
all other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the
contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the City Finance Director to the Purchaser upon receipt
of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
' 16. Fund and Accounts. There is hereby created a special fund of the City
designated the 11$855,000 General Obligation Improvement Bonds, Series 1992A
Fund" (the "Fund ") to be held and administered by the City as a bookkeeping
204
Page 12 - Resolution 77 - 1992
' account separate and apart from all other funds maintained in the official
financial records of the City. The Fluid shall continue to be maintained in the
manner herein specified until all of the Bonds herein authorized and all other
bonds payable from said Fund and the interest thereon have been fully paid.
There shall be maintained in the Fund three separate accounts, to be designated
the "Capital Account," the "Debt Service Account" and the "Refunding Account ",
respectively-
(i) vital Accrnmt. To the Capital Account there shall be credited the
proceeds of the sale of the Bonds, less accrued interest received thereon, less
any amount paid for the Bonds in excess of $845,595, and less the proceeds of
the Bonds hereinafter directed for deposit in the Debt Service Account or the
Refunding Account, plus any special assessments levied with respect to the
Improvements and collected prior to completion of the Improvements and payment
of the costs thereof. From the Capital Account there shall be paid all costs
and expenses of making the Improvements, including the cost of any construction
contracts heretofore let and all other costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said
account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary
to pay interest on the Bonds due prior to the anticipated date of cc miencement
of the collection of taxes or special assessments herein levied or covenanted
to be levied; and provided further that if upon completion of the Improvements
there shall remain any unexpended balance in the Capital Account, the balance
' (other than any special assessments) may be transferred by the Council to the
fund of any other improvement instituted pursuant to Minnesota Statutes, Chapter
429; and provided further that any special assessments credited to the Capital
Account shall only be applied towards payment of the costs of the Improvements
upon adoption of a resolution by the City Council determining that the
application of the special assessments for such purpose will not cause the City
to no longer be in compliance with Minnesota Statutes, Section 475.61,
Subdivision 1.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all
collections of special assessments (including the assessments relating to the
Iirprovements and, following provision for payment of all the Prior Bonds on
February 1, 1993, the assessments relating to the subject prior improvements),
as either initially credited to the Capital Account and not already spent as
permitted above and required to pay any principal and interest due on the Bonds
or collected subsequent to the completion of the Improvements and payment of
the costs thereof; (b) all accrued interest received upon delivery of the Bonds
plus $25,858 of the proceeds thereof, representing capitalized interest to be
used to pay the interest first coming due on the Improvement Bonds; (c) all
funds paid for the Bonds in excess of $845,595; (d) all collections of any taxes
herein or hereafter levied for the payment of the Bonds and interest thereon;
(e) all furls remaining in the Capital Account after completion of the
Improvements and payment of the costs thereof, not duly transferred to the
account of another improvement; (f) all investment earnings on funds held in the
Debt Service Account; and (g) any and all other moneys which are properly
available and are appropriated by the Council to the Debt Service Account. The
Debt Service Account shall be used solely to pay the principal and interest and
any premiums for redemption of the Bonds and any other general obligation bonds
of the City hereafter issued by the City and made payable from said account as
provided by law.
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(iii) Refunding Account. Th the Refunding Acc=t there shall be
credited the proceeds of the sale of the Refunding Bonds, net of the amounts
thereof allocated to pay the discount and the other costs of issuing the
Refunding Bonds. As provided in paragraph 1(e) of this Resolution, the Refunded
Bonds are subject to optional redemption by the City on February 1, 1993, and
the City Finance Director is hereby authorized and directed to take such actions
as may be necessary, including giving such written redemption or other notice
as may be required to or for the benefit of the holders of the Refunded Bonds
to cause all of said obligations to be prepaid in full on said date, and for
such purposes, the City Finance Director shall use the proceeds of the Refunding
Bonds, together with such additional funds of the City as may be necessary for
such purposes. Monies in the Refunding Account shall be used only for the
purposes described in this subparagraph, and if any such funds are invested
prior to the time needed for such purposes, they shall be invested only in
obligations backed by the full faith and credit of the United States which are
payable at such times as may be necessary for expenditure in accordance with the
above provision.
No portion of the proceeds of the Bonds shall be used directly or indirectly to
acquire higher yielding investments or to replace funds which were used directly
or indirectly to acquire higher yielding investments, except (1) for a
reasonable temporary period until such proceeds are needed for the purpose for
which the Bonds were issued and (2) in addition to the above in an amount not
greater than the lesser of five percent (5 %) of the "issue price" of the Bonds
' or $100,000. To this effect, any proceeds of the Bonds and any sums from time
to time held in the Capital Account, Debt Service Account or Refunding Account
in excess of amounts which under then - applicable federal arbitrage regulations
may be invested without regard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any applicable
"temporary periods" or "minor portion" made available under the federal
arbitrage regulations. Money in the Fund shall not be invested in obligations
or deposits issued by, guaranteed by or insured by the United States or any
agency or instrumentality thereof if and to the extent that such investment
would cause the Bonds to be "federally guaranteed" within the meaning of Section
149(b) of the Internal Revenue Code of 1986, as amended (the "Code ").
17. Assessments and Prior Assessments. It is hereby determined that no less
than twenty percent (20 %) of the cost to the City of the Improvements financed
hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision
1(3), shall be paid by special assessments heretofore levied or to be levied
hereafter against every assessable lot, piece and parcel of land benefitted by
any of the Improvements. The City hereby covenants and agrees that it will let
all construction contracts not heretofore let within one (1) year after ordering
each Improvements financed hereunder unless the resolution ordering said
Improvement specifies a different time limit for the letting of construction
contracts. The City hereby further covenants and agrees that it will do and
perform as soon as they may be done all acts and things necessary for the final
and valid levy of such special assessments, and in the event that any such
' assessment (or any of the Prior Assessments, being those assessments which the
City has heretofore levied for those public improvements which were originally
financed with the proceeds of the Prior Bonds) be at any time held invalid with
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' respect to any lot, piece or parcel of land due to any error, defect, or
irregularity in any action or proceedings taken or to be taken by the City or
the Council or any of the City officers or employees, either in the making of
the assessments (or the Prior Assessments) or in the performance of any
condition precedent thereto, the City and the Council will forthwith do all
further acts and take all further proceedings as may be required by law to make
the assessments (or the Prior Assessments) a valid and binding lien upon such
property-
At the time all of the assessments are in fact levied the Council shall, based
on the then - current estimated collections of the assessments, make any
adjustments in any ad valorem taxes required to be levied in order to assure
that the City continues to be in complianoe with Minnesota Statutes, Section
475.61, Subdivision 1.
18. 105% Debt Service Coverage. It is hereby determined that the estimated
collections of the above described special assessments, together with the other
funds described in paragraphs 16(ii)(b) and (c) of this Resolution, will produce
at least 5% in excess of the amount needed to meet, when due, the principal of
and interest on the Bonds, and accordingly no ad valorem tax levy is required
at this time. The City Clerk is directed to file a certified copy of this
Resolution with the County Auditor of Anoka County and to obtain the certificate
of said official required by Minnesota Statutes, Section 475.63.
' 19. General Obligation Pledge. The full faith and credit and taxing powers
of the City are hereby pledged to the payment of the principal of and interest
on the Bonds, and in the event of any current or anticipated deficiency of funds
in the Debt Service Account of amounts needed to make any such payment, when
due, the Council shall levy ad valorem taxes on all taxable property in the City
in the amount of such deficiency. If the balance in the Debt Service Account
is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of
any other 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.
20. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the purchaser, and to the attorneys
approving the legality of the issuance of the Bonds, certified copies of all
proceedings and records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits, certificates and
information as are required to show the facts relating to the 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.
21. Prior Bonds; Securitv. Until retirement and full payment of the Prior
Bonds, all provisions theretofore made for the security of all of the Prior
Bonds shall be observed by the City. However, the Council hereby finds,
determines that the proceeds of the sale of the Refunding Bonds to be used to
refund the Refunded Bonds, together with other City funds available and hereby
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Page 15 - Resolution 77 - 1992
' appropriated for said purposes, will be sufficient, together with the earnings
on the investment of such funds in the Refunding Account, to pay when called for
redemption as herein provided (or at maturity on February 1, 1993, as the case
may be) all of the Prior Bonds at the time outstanding.
22. Negative Covenant as to Use of Proceeds and Improvements. The City hereby
represents that it has not used, and hereby covenants that it will not use, and
that it has not permitted and will not permit any such uses, the proceeds of the
Bonds or the improvements financed by the Bonds or by the Prior Bonds 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 or "industrial development
bonds" or "private loan bonds" under Sections 103(b)(2) or 103(o)(2)(A),
respectively, of the Internal Revenue Code of 1954 (the 111954 Code ").
23. Tax -Exemmt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion
from gross income under Section 103 of the Code of the interest on the Bonds,
including without limitation (1) requirements relating to temporary periods for
investments, (2) limitations on amounts invested at a yield greater than the
yield on the Bonds, and (3) the rebate of excess investment earnings to the
United States if the Bonds (together with other obligations reasonably expo
to be issued and outstanding at one time in this calendar year) exceed the
small- issuer exception amount of $5,000,000. For purposes of qualifying for the
small issuer exception to the federal arbitrage rebate requirements, the City
' hereby finds, determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a private activity
bond, (3) ninety -five percent (95 %) or more of the net proceeds of the Bonds are
to be used for local governmental activities of the City (or of a governmental
unit the jurisdiction of which is entirely within the jurisdiction of the City),
and (4) the aggregate face amount of all tax - exempt obligations (other than
private activity bonds) issued by the City (and all entities subordinate to, or
treated as one issuer with, the City) during the 1992 calendar year is not
reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) of the Code.
For purposes of substantiating the determination that the Refunding Bonds are
eligible for exception from rebate pursuant to the above, in particular because
they meet the applicable requirements set out in Section 148 (f ) (4) (D) (v) and
(vi), the City hereby represents and determines that (1) the Prior Bonds were
issued by the City in a year in which the City was (and the City is now) a
governmental unit with general taxing powers, (2) none of the obligations of
said issue of the Prior Bonds was an industrial development bond or a private
loan bond under the 1954 Code, (3) the aggregate face amount of all tax- exempt
bonds issued in said year by the City, or by all entities subordinate to or
treated as one issuer with the City, did not exceed $5,000,000, and (4) the
average maturity of the Refunding Bonds is not later than the average maturity
of the Refunded Bonds.
24. 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:
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page 16 - Resolution 77 - 1992
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141
of the Code;
(c) the City hereby designates the Bonds as "qualified tax - exenpt
obligations" for purposes of Section 265(b)(3) of the Code;
(d) the amount of tax - exempt obligations (other than private activity
bonds, treating qualified 501(c)(3) bonds as not being private activity bonds)
which will be issued by the City (aril all entities subordinate to, or treated
as one issuer with, the City) during calendar year 1992 is not anticipated to
exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City (or by
any entity subordinate to, or treated as one issuer with, the City) during
calendar year 1992 have been designated for purposes of Section 265(b) (3) of the
Code.
The City shall use its best efforts to oomply with any federal procedural
requirements which may apply in order to effectuate the designation made by this
paragraph-
25. Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this Resolution
to the registered owners of the Bonds shall, to the extent permitted by law,
cease. The City may discharge its obligations with respect to any Bonds which
are due on any date by irrevocably depositing with the Bond Registrar on or
before that date a sine 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 Registrar a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit. The City may also
discharge its obligations with respect to any prepayable Bonds called for
redemption on any date when they are prepayable according to their terms by
depositing with the Bond Registrar on or before that date a sum sufficient for
the payment thereof in full, provided that notice of redemption thereof has been
duly given. The City may also at any time discharge its obligations with
respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this
purpose, cash or securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such rates and
maturing on such dates as shall be required, subject to sale and /or
reinvestment, to pay all amounts to become due thereon to maturity or, if notice
of redemption as herein required has been duly provided for, to such earlier
redemption date.
26. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with
' United States Treasury Regulations Section 1.103 -18 (the "Reimbursement
Regulations ") applicable to the "reimbursement proceeds" of the Bonds, being
those portions thereof which will be used by the City to reimburse itself for
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any expenditure (an "Expenditure") which the City paid or will have paid prior
to the date of actual delivery of and closing on the Bonds (the "Closing Date ").
The City hereby certifies and/or covenants as follows:
(a) On or before the date of payment of each Expenditure, the City (or
person designated to do so on behalf of the City) made or will have
made a written declaration of the City's official intent (a
"Declaration ") which effectively (i) states the City's intention and
reasonable expectation to reimburse itself for the payment of the
Expenditure out of the proceeds of a subsequent borrowing; (ii)
gives a general and functional description of the property, project
or program to which the Declaration relates and/or identifies a
specific fund or account of the City and the general functional
purpose thereof from which the Expenditure was to be paid
(collectively the "Project "); (iii) states the maximum principal
amount of debt expected to be issued by the City for the purpose of
financing the Project; and (iv) states specifically that the
Declaration is a declaration of official intent under Treasury
Regulations Section 1.103 -18; provided, however, that no such
Declaration shall necessarily have been made with respect to
"preliminary expenditures" for the Project, defined in the
Reimbursement Regulations to include engineering or architectural
expenses and similar prefatory expenses, which in the aggregate do
not exceed 20% of the "issue price" of the Bonds. Notwithstanding
the foregoing, with respect to any Expenditures made by the City
prior to March 2, 1992, the City hereby represents that there exists
Objective evidence, within the meaning of the Reimbursement
Regulations, that at the time the Expenditure was paid the City
expected to reimburse the cost thereof with the proceeds of a
borrowing.
(b) As of the date of each Declaration, there were not and were not
thereafter expected to become available sources of City funds which
were or were expected to be dedicated or otherwise available on a
long -term basis to provide financing for the Expenditure or Project.
(c) Each Declaration was made a part of the publicly available official
books, records or proceedings of the City and was continuously
available for inspection by the general public at City Hall during
regular City hours beginning not later than 30 days after the making
of the Declaration and continuing through the date of issuance of
the Bonds, as required by the Refit Regulations.
(d) Each Expenditure, other than the costs of issuing the Bonds, is a
capital expenditure, that is, a cost of a type that is properly
chargeable to a capital account (or would be with a proper election)
under general federal income tax principles.
(e) The "reimbursement allocation" described in the Refit
Regulations for each Expenditure shall and will be made forthwith
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following (but not prior to) the issuanoe of the Bonds and in all
events within the period ending on the date which is the later of
one year after payment of the Expenditure or one year after the date
on which the Project to which the Expenditure relates is first
placed in service.
(f) Each such reimbursement allocation will be evidenced by an entry on
the official books or records of the City maintained for and in
connection with the Bonds and will specifically identify the actual
prior Expenditure or Project or, in the case of the reimbursement
of a particular fund or aocount described in the applicable
Declaration, the fund or account from which the Expenditure was
paid.
(g) The City is unaware of any facts or circumstances which would cause
it to question the reasonability or accuracy of the content of this
paragraph or of any of the Declarations, or its conpliance with any
of the covenants herein or therein, including without limitation the
City's failure to issue qualifying reimbursement bonds for costs for
which it has made declarations of official intent, absent
extraordinary and unforeseeable circumstances of the kind described
in the Reimbursement Regulations.
27. Severability. If any section, paragraph or provision of this Resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any
of the remaining provisions of this Resolution.
28. Headings. Headings in this Resolution are included for convenience of
reference only and shall not limit or define the meaning of any provision
hereof.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 5th DAY OF
OCIOBER, 1992.
ATPESP:
i
4 C/,f
SHIRLEY A. HAAPAIA -X= CLERK
WILLIAM J. -MAYOR