Res 1998-61 00122
RESOLUTION NO.- 61- 1998
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$4, 185, 000 TAXABLE GENERAL OBLIGATION TAX INCREMENT
BONDS, SERIES 1998B
BE IT RESOLVED by the City Council (the "Council") of
the City of Fridley, Minnesota (the "City") , as follows:
1. Recitals. It is hereby determined:
(a) The Council believes it to be in the City's best
interest to consider a permanent refinancing of
the City's General Obligation Temporary Tax
Increment Bonds, Series 1995A, dated November 1,
1995, issued and still outstanding in the original
principal amount of $4,090, 000 (the "Prior
Bonds") . The Prior Bonds refinanced the
acquisition by the Fridley HRA of certain property
and other assets (the "Project") .
(b) The Prior Bonds mature on November 1, 1998, in the
aggregate principal amount of $4, 090,000.
(c) It is necessary for the City to issue its Taxable
General Obligation Tax Increment Bonds, Series
1998B (the "Bonds") , pursuant to Minnesota
Statutes, Section 469. 178 -and Chapter 475, to
provide moneys for a refinancing of the Prior
Bonds and the Project, given that the necessary
tax increment revenues are not available for such
purposes.
(d) The Council desires that the Bonds be issued
initially in "Book Entry Only Form" (as
hereinafter described) .
2 . Acceptance of Offer. The offer of
(the
"Purchaser") to purchase the City's $4, 185,000 Taxable
General Obligation Tax Increment Bonds, Series 1998B
(the "Bonds") , is hereby accepted, such bid being to
purchase the Bonds at a price of $
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 City Finance Director is directed to retain the
good faith deposit of the Purchaser pending completion
of the sale and delivery of the Bonds and to return the
deposits of the unsuccessful bidders forthwith.
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Page 2—Resolution No. 61 — 1998
3. Title; Original Issue Date;Maturities; Denominations.
(a) The Bonds shall be titled "Taxable General
Obligation Tax Increment Bonds, Series 19988, "
shall be dated October 1, 1998, 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 Amount
2002 $ 75,000 2008 $490, 000
2003 80,000 2009 520,000
2004 180, 000 2010 550, 000
2005 190, 000 2011 585, 000
2006 430,000 2012 625,000
2007 460,000
As may be requested by the Purchaser one or more
term Bonds may be issued conforming to the
foregoing principal repayment schedule, and
corresponding additions made to the provisions of
the applicable Bond(s) .
(b) Book Entry Only System. The Depository Trust
Company, in New York, New York, pursuant to a
certain Blanket Issuer Letter of Representations
to be executed by the City and accepted by said
Trust Company (as the same may be supplemented or
superseded, and including all provisions thereof
and rules, procedures or practices referenced
therein, the "Letter of Representations") , or any
of its successors to its functions hereunder (the
"Depository") , will act as securities depository
for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so
long as they remain in book entry form only
(the "Book Entry Only Period") , shall at all
times be in the form of a separate single
fully registered Bond for each maturity of
the Bonds; and authorized denominations for
each maturity of Bonds shall be deemed to be
limited during the Book Entry Only Period to
the outstanding principal amount of that
maturity. While in such book entry form, the
Bonds are sometimes hereinafter referred to
as being in "Book Entry Only Form. "
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Page 3 —Resolution No. 61 — 1998
(ii) Upon initial issuance, ownership of the
Bonds shall be registered in a bond
register maintained by the Bond Registrar
described in this Resolution in the name
of CEDE & CO. , as the nominee (it or any
nominee of the existing or a successor
Depository, the "Nominee") .
(iii) With respect to the Bonds, neither the
City nor the Bond Registrar shall have any
responsibility or obligation to any
broker, dealer, bank, or any other
financial institution for which the
Depository holds Bonds as securities
depository (the "Participant") or to the
person for which a Participant holds an
interest in the Bonds shown on the books
and records of the Participant (the
"Beneficial Owner") . Without limiting the
immediately preceding sentence, neither
the City, nor the Bond Registrar, shall
have any such responsibility or obligation
with respect to (A) the accuracy of the
records of the Depository, the Nominee or
any Participant with respect to any
ownership interest in the Bonds, or (B)
the delivery to any Participant, any
Beneficial Owner or any other person,
other than the Depository, of any notice
with respect to the Bonds, including any
notice of redemption, or (C) the payment
to any Participant, any Beneficial Owner
or any other person, other than the
Depository, of any amount with respect to
the principal of or premium, if any, or
interest on the Bonds, or (D) the consent
given or other action taken by the
Depository as the registered owner of any
Bonds (the "Holder") . For purposes of
securing the vote or consent of any Holder
under this Resolution, the City may,
however, rely upon an omnibus proxy under
which the Depository assigns its
consenting or voting rights to certain
Participants to whose accounts the Bonds
are credited on the record date identified
in a listing attached to the omnibus
proxy.
(iv) The City and the Bond Registrar may treat
as and deem the Depository to be the
absolute owner of the Bonds for the
001,25
Page 4-Resolution No. 61 - 1998
purpose of payment of the principal of and
premium, if any, and interest on the
Bonds, for the purpose of giving notices
of redemption and other matters with
respect to the Bonds, for the purpose of
obtaining any consent or other action to
be taken by Holders for the purpose of
registering transfers with respect to such
Bonds, and for all purpose whatsoever.
The Bond Registrar, as paying agent
hereunder, shall pay all principal of and
premium, if any, and interest on the Bonds
only to or upon the Holder or the Holders
of the Bonds, as shown on the Bond
Registrar's bond register, and all such
payments shall be valid and effective to
fully satisfy and discharge the City's
obligations with respect to the principal
of and premium, if any, and interest on
the Bonds to the extent of the sum or sums
so paid.
(v) Upon delivery by the Depository to the
Bond Registrar of written notice to the
effect that the Depository has determined
to substitute a new Nominee in place of
the existing Nominee, and subject to the
transfer provisions applicable to the
Bonds, references to the Nominee hereunder
shall refer to such new Nominee.
(vi) So long as any Bond is registered in the
name of a Nominee, all payments with
respect to the principal of and premium,
if any, and interest on such Bond and all
notices with respect to such Bond shall be
made and given, respectively, by the Bond
Registrar or the City, as the case may be,
to the Depository as provided in the
Letter of Representations.
(vii) All transfers of beneficial ownership
interests in each Bond issued in book-
entry form shall be limited in principal
amount to authorized denominations and
shall be effected by the Depository with
the Participants for recording and
transferring the ownership of beneficial
interests in such Bonds.
(viii) In connection with any notice or other
communication to be provided to the
Holders pursuant to this Resolution by the
Page 5 —Resolution No. 61 — 1998
City or the Bond Registrar with respect to
any consent or other action to be taken by
Holders, the Depository shall consider the
date of receipt of notice requesting such
consent or other action as the record date
for such consent or other action;
provided, that the City or the Bond
Registrar may establish a special record
date for such consent or other action.
The City or the Bond Registrar shall, to
the extent possible, give the Depository
notice of such special record date not
less than 15 calendar days in advance
thereof to the extent possible.
(ix) Any successor Bond Registrar, in its
written acceptance of its duties under
this Resolution and any paying agency
registrar agreement, shall agree to take
any actions necessary from time to time to
comply with the requirements of the Letter
of Representations.
(x) In the case of a partial prepayment of a
Bond, the Holder may, in lieu of
surrendering the Bond for a Bond of a
lesser denomination, make a notation of
the reduction in principal amount on the
panel provided on the Bond stating the
amount so redeemed.
(c) Termination of Book-Entry Only System.
Discontinuance of the Depository's services and
termination of the book-entry only system may be
effected as follows:
(i) The Depository may determine to discontinue
providing its services with respect to the
Bonds at any time by giving written notice to
the City and discharging its
responsibilities with respect thereto under
applicable law. The City may terminate the
services of the Depository with respect to
the Bonds if the City determines that the
Depository is no longer able to carry out its
functions as securities depository or the
continuation of the system of book-entry
transfers through the Depository is not in
the best interests of the City.
(ii) Upon termination of the services of the
Depository as provided in the preceding
paragraph, and if no substitute securities
0012?
Page 6-Resolution No. 61 - 1998
depository is willing to undertake the
functions of the Depository hereunder can be
found which, in the opinion of the City, is
willing and able to assume such functions
upon reasonable or customary terms, or if the
City determines that it is in the best
interests of the City that the Beneficial
Owners be issued certificates for the Bonds,
the Bonds shall no longer be registered in
the name of the Nominee, but may be
registered in whatever name or names the
Holder of the Bonds shall designate at that
time, in accordance with paragraph 11 hereof.
To the extent that the Beneficial Owners are
designated as the transferee by the Holders,
the Bonds will be delivered to the Beneficial
Owners.
(d) Letter of Representations. The provisions in the
Letter of Representations (the execution and
delivery of which by the City being hereby
ratified and approved) are incorporated herein by
reference and made fully a part of this Resolution
to the same extent as if set forth in full herein,
and if and to the extent that any provisions of
this Resolution or the Bonds are inconsistent or
in conflict with the provisions of the Letter of
Representations, the provisions in the Letter of
Representations shall control.
4. Purpose; Temporary Bonds; Certain Covenants Respecting
Payment of Bonds. The Bonds shall provide moneys for
payment and permanent refinancing of the City's Prior
Bonds. It is hereby found, determined and declared
that such refunding is necessary or desirable for the
reduction of debt service cost to the City and/or the
adjustment of the maturities of the Prior 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 uses and purposes for
which the City issued said Prior Bonds. The balance in
the debt service account heretofore established by the
City for the payment of the principal of and interest
on the Prior Bonds has been taken into account in
appropriately sizing the Bonds. 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.
In addition to the Bonds being general obligations of
the City, certain tax increments derived from certain
tax increment financing districts within Redevelopment
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Page 7—Resolution No. 61 — 1998
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 21 of this Resolution, shall be
pledged to the payment of the Bonds. The estimated
collection of the above described tax increments is not
less than 20% of the original cost of the Project which
was refinanced through the issuance of the Prior Bonds.
5. Interest Rate. The Bonds shall bear interest payable
semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date") , commencing August
1, 1999, 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:
Maturity Interest Maturity Interest
Year Rate Year Rate
2002 2008
2003 2009
2004 2010
2005 2011
2006 2012
2007
6. Redemption. The Bonds shall be subject to redemption
and prepayment at the option of the City on February 1,
2004, 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
Page 8 —Resolution No. 61 — 1998
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.
7. Bond Registrar. , in
, 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.
8. Form of Bond. The Bonds, together with the Bond
Registrar's Certificate of Authentication, the form of
Assignment and the registration information thereon,
shall be in substantially the following form:
C0130
Page 9—Resolution No. 61 — 1998
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF FRIDLEY
R- $
TAXABLE GENERAL OBLIGATION TAX INCREMENT
BOND, SERIES 1998B
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Fridley, Anoka County, Minnesota (the
"City") , hereby acknowledges itself to be indebted and, for value
received, promises to pay to the registered owner specified
above, or registered assigns, in the manner hereinafter set
forth, the principal amount specified above on the maturity date
specified above, unless duly called for earlier redemption, and
to pay interest thereon semiannually on February 1 and August 1
of each year (each, an "Interest Payment Date") , commencing
August 1, 1999, 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
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Page 10—Resolution No. 61 — 1998
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.
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: Registrable by:
Payable at:
BOND REGISTRAR'S CITY OF FRIDLEY,
CERTIFICATE OF ANOKA COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned Mayor
within.
City Manager
Bond Registrar
By
Authorized Signature
C 2
Page 11 —Resolution No. 61 — 1998
ON REVERSE OF BOND
Redemption. All Bonds of this issue are subject to
redemption and prepayment at the option of the City on February
1, 2004, 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 Obligation. This Bond is
one of an issue in the total principal amount of $4, 185,000, all
of like date of original issue and tenor, except as to interest
rate, registration number, redemption privilege and denomination,
which Bond has been issued pursuant to and in full conformity
with the Home 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 September 28, 1998 (the
"Resolution") , for the purpose of providing money to aid in
refinancing a project consisting of certain public redevelopment
costs within Redevelopment Project No. 1 of the Housing and
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Page 12-Resolution No. 61 - 1998
Redevelopment Authority in and for the City of Fridley,
Minnesota. 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. Each capitalized term
which is used but not otherwise defined in this Bond shall have
the meaning given to that term in the Resolution.
[For Bonds in Book Entry Only Form, the following paragraph shall
be added, and this Bond form (1) may be rearranged so that the
signature blocks hereof appear at the end of the main text of
this form or (2) may otherwise be amended to conform to book
entry requirements and the Depository Letter Agreement. ]
Book-Entry Only Form; Depository Letter Agreement.
Pursuant to the Resolution, the Bonds may be issued in Book-Entry
Only Form, and during any period in which Bonds are in such form,
the provisions applicable to the Bonds pursuant to the Depository
Letter Agreement shall apply, notwithstanding any contrary or
inconsistent provision herein or in the Resolution.
Denominations; Exchange; Resolution. The Bonds are
issuable solely as fully registered bonds in the denominations of
$5, 000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Registered
Owner in person or by the Registered Owner's attorney duly
authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond
Registrar, all subject to the terms and conditions provided in
the Resolution and to reasonable regulations of the City
contained in any agreement with the Bond Registrar. Thereupon
the City shall execute and the Bond Registrar shall authenticate
and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not
registered in blank or to "bearer" or similar designation) , of an
authorized denomination or denominations, in aggregate principal
amount equal to the principal amount of this Bond, of the same
maturity and bearing interest at the same rate.
CPI
Page 13 —Resolution No. 61 — 1998
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.
Taxable Obligations. The City is not issuing the Bonds
as tax-exempt obligations and accordingly makes no representation
and intends to convey no expectation that the interest on this
Bond will be excluded from gross income for purposes of United
States income taxation or from either gross income or taxable net
income for purposes of State of Minnesota income taxation.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Bond, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used, though not in the
above list.
Page 14—Resolution No. 61 — 1998
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint as
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the
premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company 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 15 —Resolution No. 61 — 1998
9. Execution; Interim Typewritten 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 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 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.
10. Authentication. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or
benefit under this Resolution unless a Certificate of
Authentication on such Bond, substantially in the form
hereinabove set forth, shall have been duly executed by
an authorized representative of the Bond Registrar.
Certificates of Authentication on different Bonds need
not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the
City on each Bond by execution of the Certificate of
Authentication on the Bond and by inserting as the date
of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of
delivering the original Bonds to the Purchaser, the
Bond Registrar shall insert as a date of registration
the date of original issue, which date is October 1,
1998. The Certificate of Authentication so executed on
each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution.
11. Registration; Transfer; Exchange. The City will cause
to be kept at the principal office of the Bond
Registrar a bond register in which, subject to such
reasonable regulations as the Bond Registrar may
prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers
of Bonds entitled to be registered or transferred as
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Page 16—Resolution No. 61 — 1998
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 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 accompanied by a written
instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the registered owner thereof or the
registered owner's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable
regulations of the City contained in any agreement with the Bond
Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment
dates.
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Page 17—Resolution No. 61 — 1998
12. Rights Upon Transfer or Exchange. Each Bond delivered
upon transfer of or in exchange for or in lieu of any
other Bond shall carry all the rights to interest
accrued and unpaid, and to accrue, which were carried
by such other Bond.
13. Interest Payment; Record Date. Interest on any Bond
shall be paid on each Interest Payment Date by check or
draft mailed to the person in whose name the Bond is
registered on the registration books of the City
maintained by the Bond Registrar and at the address
appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding
such Interest Payment Date (the "Regular Record Date") .
Any such interest not so timely paid shall cease to be
payable to the person who is the registered owner
thereof as of the Regular Record Date, and shall be
payable to the person who is the registered owner
thereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the
defaulted interest. Notice of the Special Record Date
shall be given by the Bond Registrar to the registered
owners not less than ten (10) days prior to the Special
Record Date.
14. Treatment of Registered Owner. The City and Bond
Registrar may treat the person in whose name any Bond
is registered as the owner of such Bond for the purpose
of receiving payment of principal of and premium, if
any, and interest (subject to the payment provisions in
paragraph 13 above) on, such Bond and for all other
purposes whatsoever whether or not such Bond shall be
overdue, and neither the City nor the Bond Registrar
shall be affected by notice to the contrary.
15. Delivery; Application of Proceeds. The Bonds when so
prepared and executed shall be delivered by the City
Finance Director to the Purchaser upon receipt of the
purchase price, and the Purchaser shall not be obliged
to see to the proper application thereof.
16. Fund and Accounts. There is hereby created a special
fund to be designated the "Taxable General Obligation
Tax Increment Bonds, Series 1998B 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
021 ,749
Page 18—Resolution No. 61 — 1998
maintained in the Fund two separate accounts, to be
designated the "Refunding Account" and "Debt Service
Account, " respectively.
(i) Refunding Account. The proceeds of the sale of the
Bonds, less such proceeds of the Bonds (if any) as
may be used to pay issuance expenses or
hereinafter directed for deposit into the Debt
Service Account, plus any other available
municipal funds ("Other Funds") , if any, as may be
required to adequately fund the Refunding Account
to accomplish its purposes, together with all
investment earnings on funds held in the Refunding
Account, are hereby pledged and appropriated and
shall be credited to the Refunding Account. The
Refunding Account may be invested only in
securities maturing or callable on such dates and
bearing interest at such rates as shall be
required to provide funds sufficient, together
with any cash or other funds retained in the
Refunding Account, and together with monies made
available from the debt service account for the
Prior Bonds, to pay all principal and interest due
on the Prior Bonds on November 1, 1998, whether
due thereon by virtue of regularly scheduled debt
service or prior redemption. The moneys in the
Refunding Account shall be used solely for the
purposes herein set forth and for no other
purpose, except that any surplus in the Refunding
Account shall be remitted to the City. Such Other
Funds, if any, as may be required to fully fund
the Refunding Account as described above are
hereby appropriated for said purpose.
(ii) Debt Service Account. To the Debt Service Account
there are hereby pledged and irrevocably
appropriated and there shall be credited: (1) all
accrued interest and unused discount received upon
delivery of the Bonds which is not then deposited
into the Refunding Account; (2) any balance
remaining on November 1, 1998, after payment
thereon of all of the principal of and interest on
all of the Prior Bonds, in the debt service
account created for and allocated to the Prior
Bonds pursuant to the Council 's Resolution
awarding the sale and setting the terms of the
Prior Bonds; (3) the tax increments and other
funds (collectively, the "Tax Increments")
received by the City pursuant to the Tax Increment
Pledge Agreement referred to in paragraph 21 of
this Resolution, but only in such amounts as shall
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Page 19-Resolution No. 61 - 1998
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; (4) all collections of any
ad valorem taxes hereafter levied for the payment
of the Bonds; (5) all investment earnings on funds
held in the Debt Service Account; and (6) any
amounts received by the City upon termination of
the Refunding Account. The foregoing funds are
hereby pledged to the Debt Service Account, but
only in such amounts and at such times as may be
necessary, together with other available funds
therein (and the same shall be used solely) , to
pay the principal of and interest on the Bonds,
when due.
17. 105% Debt Service Coverage. It is hereby determined
that the Tax Increments will be in the principal amount
of at least 20% of the cost of the Project being
refinanced through the issuance of the Bonds and that
the estimated collections of Tax Increments will
produce at least 5% in excess of the amount needed to
meet, when due, the principal of and interest on the
Bonds. The City Clerk is directed to file a certified
copy of this Resolution with the office of Anoka County
Property Records & Taxation and to obtain the
certificate of said office required by Minnesota
Statutes, Section 475.63.
18. 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.
19. 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
C1.1i
Page 20—Resolution No. 61 — 1998
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. Defeasance. When any obligation of a Bond has been
discharged as provided in this paragraph, all pledges,
covenants and other rights granted by this Resolution
to the registered owner of that Bond (with respect to
the obligation thereof so defeased) shall, to the
extent permitted by law, cease. The City may at any
time discharge any or all of such obligation(s) with
respect to any Bond, subject to the provisions of law
now or hereafter authorizing or regulating such action,
by depositing irrevocably in escrow, with a suitable
institution qualified by law as an escrow agent for
this purpose, cash or securities which are backed by
the full faith and credit of the United States of
America, bearing interest payable at such times and at
such rates and maturing on such dates and in such
amounts as shall be required and sufficient, subject to
sale and/or reinvestment in like securities, to pay
said obligation(s) , which may include any interest
payment on such Bond and/or principal amount due
thereon at a stated maturity (or if irrevocable
provision shall have been made for permitted prior
redemption of such principal amount, at such earlier
redemption date) .
20. Tax Increment Pledge Agreement. The Council hereby
approves and authorizes the Mayor and City Manager to
execute that certain Tax Increment Pledge Agreement,
dated as of October 1, 1998, respecting the Bonds,
which Agreement has been presented to the Council for
its consideration and which is between the City and the
Housing and Redevelopment Authority in and for the City
of Fridley, Minnesota, 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.
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Page 21 —Resolution No. 61 — 1998
21. Continuing Disclosure Undertaking. The Council hereby
acknowledges that the Bonds are subject to continuing
disclosure requirements under Rule 15c2-12 (b) (5) (the
"Rule") of the Securities and Exchange Commission.
Consequently, on the date of actual issuance and
delivery of the Bonds, the City will execute and
deliver a Continuing Disclosure Undertaking (the
"Undertaking") whereunder the City will covenant to
provide, or cause to be provided, annual financial
information, including audited financial statements of
the City, and notices of certain material events, as
specified in the Undertaking. The proposed form of the
Undertaking which has been submitted to the City for
the Council's consideration is hereby approved, and the
officers of the City are hereby authorized to execute
and deliver that Undertaking in the proposed form or in
such final form thereof reflecting such modifications
thereof as are consistent with the Rule, requested by
the original purchaser of the Bonds and acceptable to
the City officials who shall execute the Undertaking
(which consent shall be conclusively evidenced by their
execution and delivery thereof) . The Undertaking, as
so executed and delivered by the City, shall be as much
a part of this Resolution as if set forth in full
herein and shall be for the benefit of the owners from
time to time of the Bonds.
22 . 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.
23. 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 CI Y COUNCIL OF THE CITY OF FRIDLEY
THIS DAY OF , 1998.
CY R N N - MAYOR
ATTEST:
DEBRA A. SKOGEN - /TY CLERK