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RES 1992-95 - 00003588251 RESOLUTION PROVIDING • • THE ISSUANCE AND SAT OF $4,030,000 H9 I]I• OBLIGATION T} I••' TAX INCREMENT BONDS, SERIES 1992C BE IT RESOLVED by the City Council (the "council") of the City of Fridley, Minnesota (the "City "), as follows: 1. Acceptance of Offer. The offer of Smith Barney, Harris Upham & Co., Inc. (the "Purchaser ") to purchase the City's $4, 030,000 General Obligation TeaWrary Tax Increment Bonds, Series 1992C (the "Bonds "), is hereby accepted, such bid being to purchase the Bonds at a price of $4,026,171.50 plus accrued interest to date of delivery, the Bonds to bear interest, to mature, and to be subject to such other terms and conditions as hereinafter provided. The sum of $26,471.50, being the amount bid in excess of $4,838,438, 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 Temporary Tax Increment Bonds, Series 1992C," shall be dated December 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. The Bonds shall mature on December 1, 1995. 3. Purpose; Temporary Bonds; Certain Covenants Respecting Payment of Bonds. The Bonds shall provide funds to finance the costs (the "Project ") described in paragraph 1(a) of the Council's resolution adopted on October 19, 1992, calling for the sale of the Bonds. In addition to the Bonds being general obligations of the City, certain tax increments derived from certain tax increment financing districts within Redevelopment Project No. 1 of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, as provided in the Tax Increment Pledge Agreement described in paragraph 24 of this Resolution, shall be pledged to the payment of the Bonds. The Bonds are being issued as "temporary bonds" within the meaning of Minnesota Statutes, Section 469.178, Subdivision 5, pursuant to which the City is required and hereby covenants to issue (to the extent that the principal of and interest on the Bonds cannot be paid, when due, from receipts of such tax increment or other funds appropriated and pledged for such purposes) long -term bonds or additional temporary bonds (the "Definitive Bonds ") in such amount as shall be required to provide sufficient revenues for such debt service purposes, and the provisions of said Subdivision 5 (including the rights therein prescribed of the owners of the Bonds) are hereby incorporated into this Resolution to the same extent as though set forth in full at this point. The estimated collection of the above described tax increments is not less than 20% ' of the cost of the Project to be financed through the issuance of the Bonds. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the Page 2 - Resolution 95 - 1992 252 amount of the Bonds. Work on the Project shall proceed with due diligence to ` completion. 4. Interest. The Bonds shall bear interest at the rate of 3.85% per annum, and interest shall be payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date "), ccmTe ring June 1, 1993, calculated on the basis of a 360 -day year consisting of twelve 30-day months. 5. Redemption. The Bonds shall be subject to redemption and prepayment at the option of the City on June 1, 1993, 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, and if only part, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Published notice of redemption shall in each case be given if and to the extent required by applicable law, and 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, the Bond Registrar, prior to giving notice of redemption, shall assign to each Bond a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned ' numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City or Bond Registrar duly executed by the registered owner thereof or by the registered owner's attorney, duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the registered owner of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such registered owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 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 12 of this Resolution. ' 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: Page 3 - Resolution 95 - 1992 R- INTEREST RATE �.. `f1Y�IG 71• ••.IUYI: R. 1+ • kj UNITED STATES OF AMERICA STATE OF NIINNNESOTA CCUNPY OF ANOEA CITY OF FRIDIEY C� H7� 71• • •: • ? IY' • N 1 M9? 1:� :• • SERIES MATURITY DATE OF DATE ORIGINAL ISSUE CUSIP December 1, 1995 December 1, 1992 253 The City of Fridley, Anoka County, Minnesota (the "City "), hereby acknowledges itself to be indebted and, for value received, promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above on the maturity date specified above, unless duly called for earlier redemption, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date "), commencing June 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 , Minnesota (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 that is the Registered Owner hereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Registered Owners not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. Page 4 - Resolution 95 - 1992 254 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required ' by the Home Rule Charter of the City and the Constitution and laws of the State of Minnesota to be done, to have happened and to be performed precedent to and in the issuance of this Bond have been done, have happened and have been performed in regular and due form, time and manner as required by law, and that this Bond, together with all other indebtedness of the City outstanding on the date of original issue hereof and the date of its actual issuance and delivery to the original purchaser, does not exceed any constitutional, Charter 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; 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: BOND REGISTRAR'S ' CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Bond Registrar By. /s/ Manual Authorized Signature J Registrable by: Payable at: CITY OF FRIDIEY, ANOKA COUNTY, MUUMM /s/ Facsimile Mayor /s/ Facsimile City Manager —7 �_ Page 5 - Resolution 95 - 1992 255 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 date thereof, which opinion has been handed to me for filing in my office prior to the time of delivery of the Bonds. (facsimile signature) City Clerk City of Fridley, Minnesota Redemption. All Bonds of this issue are subject to redemption and prepayment at the option of the City on June 1, 1993, 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, and if only part, the Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Published notice of redemption shall in each case be given if and to the extent required by applicable law, and mailed notice of redemption shall be given to the paying agent and to each affected registered owner of the Bonds. Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds, the Bond Registrar shall assign to each Bond 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 Obliaation. This Bond is one of an issue in the total principal amount of $4,030,000, all of like date of original issue and tenor, except as to registration number and denomination, which Bond has been issued pursuant to and in full conformity with the Hone Rule Charter of the City and the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on November 23, 1992 (the "Resolution "), for the purpose of providing money to aid in financing a project consisting of certain public redevelopment costs within Redevelopment Project No. 1 of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota. The Bonds Page 6 - Resolution 95 - 1992 256 are issued as "temporary bonds" within the mining of Minnesota Statutes, Section ' 469.178, Subdivision 5, pursuant to which the City is required, and the City hereby covenants, to issue long -term bonds or additional temporary bonds at such time or times and in such amounts as may be required to pay the principal of and interest on the Bonds, when due, if and to the extent that said debt service cannot be paid from the sources pledged to the payment thereof. This Bond is payable out of the General Obligation Temporary Tax Increment Bonds, Series 1992C Dind of 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 ' and to reasonable regulations of the City contained in any agreement with the Bond Registrar. Thereupon the City shall execute and the Bond Registrar shall authenticate and deliver, in exchaixge for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The City and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not 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. Designation as oualified Tax- Exenot Obligations. The Bonds have been designated ' by the City as "qualified tax- exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Page 7 - Resolution 95 - 1992 257 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN OJM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UIMA - as custodian for (Cost) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. 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 8 - Resolution 95 - 1992 258 ' 8. Execution; Interim TVoewritten 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 bonds, one or more interim typewritten bonds in substantially the form set forth above. Such interim bonds shall, upon the printing of the bonds and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the ' space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is December 1, 1992. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. lo. 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 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 Page 9 - Resolution 95 - 1992 259 authenticate, insert the date of registration of, and deliver the Bonds which ' the registered owner making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid 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=npanied 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 simm 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 EScchare. 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 ease 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 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. Page 10 - Resolution 95 - 1992 260 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. 15. Fund and Accounts. ?here is hereby created a special fund to be designated the "General Obligation Temporary Tax Increment Bonds, Series 1992C Fund" (the "Fund ") to be administered and maintained by the City as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two separate accounts, to be designated the "Construction Account" and "Debt Service Account," respectively. (i) Construction Account. To the Construction Account there shall be credited the proceeds of the sale of the Bonds, less amounts to be deposited into the Debt Service Account pursuant to (ii) below. From the Construction Account there shall be paid all costs and expenses of the Project, including the cost of issuance of the Bonds and all other applicable 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 commencement of the collection of the tax increments described in (ii) below. (ii) Debt Service Account. There are hereby irrevocably appropriated and ' pledged to, and there shall be credited to the Debt Service Account: (a) all accrued interest received upon delivery of the Bonds and any unused allowance for discount bidding, all to be used to pay the interest first coming due on the Bonds; (b) the Available Tax Increments (as defined in the Tax Increment Pledge Agreement described in paragraph 24 of this Resolution), but only in such amounts as shall be necessary, together with other monies in the Debt Service Account and available for such purposes, to pay, when due, the principal of and interest on the Bonds; (c) all collections of any taxes which may hereafter be levied for the payment of the principal of and interest on the Bonds; (d) all funds remaining in the Construction Account after completion of the Project and payment of the costs thereof, not so transferred to the account of another project; (e) all investment earnings on funds held in the Debt Service Account; (f) such proceeds of any Definitive Bonds (as described in paragraph 3 of this Resolution) which the City has covenanted, and is required pursuant to the provisions of Minnesota Statutes, Section 469.178, Subdivision 5, to issue in such amounts as may be necessary to provide full and timely payment of the principal of and interest on the Bonds; 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 on the Bonds. 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 (50) 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 Page 11 - Resolution 95 - 1992 261 in the Construction Account 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 Internal Revenue Code of 1986, as amended (the "Code "). 16. 105% Debt Service Coverage. It is hereby determined that the Available Tax Increments will be in the principal amount of at least 20% of the cost of the public improvements for which the Bonds have been issued and that the estimated collections of Available Tax Increments, together with the proceeds of any Definitive Bonds (as described in paragraph 3 of this Resolution) required to be issued pursuant to Minnesota Statutes, Section 469.178, Subdivision 5, will produce at least 5% in excess of the amount needed to meet, when due, the principal of and interest on the Bonds. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Anoka County and to obtain the certificate of said official required by Minnesota Statutes, Section 475.63. 17. 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 and /or issue Definitive Bonds in such amounts as may be necessary to rectify such deficiency. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 18. 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. 19. Negative Covenant as to Use of Project. The City hereby covenants not to use the proceeds of the Bonds or the Project or to cause or permit the same 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. Page 12 - Resolution 95 - 1992 262 20. Tax- Exemot Status of the Bonds; Rebate; Certain Previous 1992 BOW Issues of the City. 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 to the extent that the Bonds do not qualify in whole or in part for an exception thereto. The City does not expect to qualify the Bonds as exempt from arbitrage rebate on the basis of the $5,000,000 "small issuer" exception thereto. On October 5, 1992, the Council adopted its Resolution Nos. 77 -1992 and 78 -1992, authorizing the issuance of the City's $855,000 General Obligation Improvement Bonds, Series 1992A, and its $620,000 General Obligation Water Revenue Bonds, Series 1992B, both issues dated November 1, 1992 (collectively the "Prior 1992 Bonds "). As of the date of the adoption of the foregoing Resolutions, the City reasonably expected that it (together with any subordinate entities) would not issue more than $5,000,000 of certain obligations in 1992, within the meaning of Section 148(f)(4)(D) of the Code, and in paragraphs 23 and 21 of said Resolutions, respectively, the City substantiated its findings with respect to qualifying the Prior 1992 Bonds for the aforesaid small issuer exception to arbitrage rebate requirements. However, since the date of adoption of those Resolutions, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota ("HRA"), has requested the City to consider issuing the Bonds, and to the extent the Bonds are to be issued in 1992, the City acknowledges that, as of the date hereof, it can no longer reasonably expect to stay within the ' above mentioned $5,000,000 limit and, accordingly, and to said extent, shall no longer treat the Prior 1992 Bonds as eligible for said arbitrage rebate exception. 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 to the extent that the Bonds do not qualify in whole or in part for an exception thereto. The City is aware that the proceeds of the Bonds may qualify, in whole or in part, for other arbitrage rebate exceptions, e.g., the 6 month expenditure exception, and the officers of the City have been and are hereby authorized to make such available elections in connection therewith which they may deem desirable or necessary. 21. 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 bonds" as defined in Section 141 of the Code; ' (c) the City hereby designates the Bonds as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Code; Page 13 - Resolution 95 - 1992 263 (d) the reasonably anticipated amount of tax - exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities subordinate to, or treated as one issuer with, the City) during calendar year 1992 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued or to be issued by 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 comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph 22. 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 Bond which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond 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 Bond called for redemption on any date when it is prepayable according to its 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 Bond, 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 tines 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. 23. 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 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 Page 14 - Resolution 95 - 1992 264 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 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 -tern 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 Reimbursement 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 changeable to a capital account (or would be with a proper election) under general federal income tax principles. (e) The "reimbursement allocation" described in the Reimbursement Regulations for each Expenditure shall and will be made forthwith following (but not prior to) the issuance 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 account 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 I or of any of the Declarations, or its compliance 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 Page 15 - Resolution 95 - 1992 F59 of official intent, absent extraordinary and unforeseeable circwnstances ' of the kind described in the Reimbursement Regulations. 24. Tax Increment Pledge Agreement; Special Tax Covenants. The Council hereby approves and authorizes the Mayor and City Manager to execute that certain Tax Increment Pledge Agreement, dated as of December 1, 1992, respecting the Bonds, which Agreement is between the City and the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, and is attached hereto and made a part hereof, with such modifications, if any, as such officers shall approve, as evidenced by their execution and delivery thereof. The Tax Increment Pledge Agreement, as actually executed and delivered in connection with the issuance of the Bonds, is hereby made fully a part of this Resolution to the same extent as though set forth in full herein at this point, and the representations and covenants made therein with respect to the tax exemption of the interest of the Bonds are hereby ratified and confirmed by the City for the benefit of the owners of the Bonds. 25. Reduction of Bond Size; Amendment of Prior Resolution. Since the Council's adoption on October 19, 1992, of a certain resolution calling for the sale of the Bonds, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, has advised the City that it has on hand certain uncommitted proceeds of a 1985 general obligation tax increment bond issue of the City in the approximate net amount of not more than $735,000 and that the HRA will use all of said proceeds (which includes all investment earnings thereon) in connection with the net amounts required to be financed through the issuance of the Bonds, which net costs are accordingly revised to conform to the net cost ' breakdown set forth in the attached Tax Increment Pledge Agreement. The Council accordingly hereby accordingly amends the table of costs set forth in paragraph 1(a) of the above referenced October 19 Council resolution. 26. 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. 27. 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 ADOPPED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 23RD DAY OF NOVEMBER, 1992. ATTEST: W WILLIAM A. CHAMPA - CITY 1CLERK WILLIAM J. NEEV MAYOR