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HomeMy WebLinkAbout92-178 CERTIFICATION OF MINUTES RELATING TO • $160,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992D Issuer: City of Lakeville, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A Special meeting held Monday, October 26, 1992, at x:00 o'clock P.M., at the City Hall, Lakeville, Minnesota. 8 Members present: Duane Zaun, Patrick Harvey, Lynette Mulvihill, Wenceslaus Ruhmann and Elizabeth Sindt Members absent: None Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 92-178 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $160,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992D I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and .correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. ~inKITNESS my hand officially as such recording officer this ~ day of October, 1992 . r City Cle • The Clerk reported that 1 sealed bids had been • received at or prior to the time stated in the Terms of Proposal, and the bids .having been opened, publicly read and considered, were all found to conform to the Terms of Proposal, and the highest and best bid of each bidder wasfound to be as follows: (See next. page) • S P R 1 N GST E D 120 South Sixth Street Suite 2507 PUBLIC FINANCE ADVISORS Minneapolis, MN 55402-1800 (612) 333-9177 Fax: (612) 349-5230 Home Office 85 East Seventh Place 16655 West` Bluemound Road Suite 100 Suite 290 Saint Paul, MN 55101-2143 (612) 223-3000 Brookfield, WI 53005-5935 Fax: (612) 223-3002 (414) 782-8222 Fax: (414) 782-2904 6800 College Boulevard Suite 600 Overland Park, KS 66211-1533 (913) 345-8062 Fax: (913) 345-1770 1800K Street NW Suite 831 Washington, DC 20006-2200 (202) 466-3344 Fax: (202) 223-1362 5160,000 CITY OF IAKEVILLE, MINNESOTA. GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992D AWARD: NORWEST INVESTMENT SERVICES, INC.. FBS INVESTMENT SERVICES., INC. And Associates -'In Association With PIPER JAFFRAY INC. .And Associates SALE: October 26, 1992 Moody's Rating: A Interest Net lnterest True Interest Bidder Rates Prlce Cost Rate NORWEST INVESTMENT SERVICES, INC. 5.00% 1994-1999. $157,920.00 $60,788.75 5..6993% FBS INVESTMENT SERVICES, INC. 5.10% 2000 Dougherty, Dawkins, Strand & 5.40% 2001 Bigelow, Incorporated 5.70% 2002 American National.. Bank Sairrt Paul 5.90% 2003 Wachovia Bank of North Carolina, N.A. 6.00% 2004 - In Association With - PIPER JAFFFWY INC. Craig-Hallum, Incorporated " John G. Kinnard & Comparry Incorporated (Continued) REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield , 5.00% 1994 3.40% 5.00% 1995' 3.70% 5.00% 1.996 4.20% 5.00% 1997 4.40% 5.00% 1998 4.70% 5.00% 1999 4.90% 5.10% 2000 Par 5.40% 2001. Par 5.70% 2002 Par 5.90% 2003 Par 6.00% 2004 Par BBL' 6.53 Average Maturtty:, 6.69 Years • Member Sindt introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $160,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992D BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota .(the Issuer), as follows: Sectlon 1. Anthnri~atinn and Sale. 1.01. 8uthorization. By Resolution No. 92-164 duly adopted on September 21, 1992, this Council .authorized the sale of its General Obligation Tax Increment Refunding Bonds, Series 1992D in the principal amount of 5160,000 (the Bonds), the proceeds of which would be used, together with any additional funds of the Issuer which might be required,-to refund in advance. of maturity the 1994 through 2004 maturities, aggregating 5160,000 in principal amount, of the City's outstanding General Obligation Tax Increment Bonds, Series 1984A, dated December 1, 1984. 1.02. Sale. Bids have been received in accordance with Resolution No. 92-164 and the Terms of Proposal and the Council has. publicly. considered all sealed bids presented in conformity with the Terms of Proposal. The most favorable of such bids is ascertained to be that of Norwest Investment Services, Incorporated, of Minneapolis Minnesota , and associates (the Purchaser). In accordance with the Terms of Proposal, it is hereby determined to issue the Bonds at a price of S 157,920 plus accrued interest, and upon the further terms ana conditions set forth herein. 1.03. ~Ld. .The sale of the Bonds is hereby awarded to the Purchaser and. the Mayor and City Clerk are hereby . authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the terms of .the bid. The good faith deposit of the Purchaser .shall be retained and deposited by the Issuer until .the Bonds. have been delivered, and shall be deducted from the purchase price paid at settlement. 1.04. SavinQS. It is hereby determined that. by issuance of the Bonds the Issuer will realize a substantial interest. rate reduction, a gross savings of approximately $,41.511.45 and a present value savings ofapproximately $25.945.03 (using .the yield of the Bonds, computed in accordance with Section 148 of the Internal Revenue Code of 1986, as amended, as the discount rate). Section 2. Bond Terms• Reg,~stration; Execution end D~',1 i_verv. 2.02. jsG»ance of Bonds. All acts, .conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and. to be .performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been ..performed, it is now necessary for the City Council to establish the. form and terms of the Bonds, to provide .security therefor and to issue the Bonds forthwith. 2.02. Matur~t~es• tntereSt Rates and Denominations. The Bonds shall be originally dated as of November 1, 1992, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February l in the. respective years and amounts stated below, and shall .bear interest from date of issue until paid or duly called for 'redemption at the respective annual rates set forth opposite such years and amounts, as follows: Yea,L Amount $ate Year mo ~n 838. 1994 $10,000 5.00 2000 $15,000 5.10 1995 10,000 5.00 2001 15,000 5.40 1996 15,000 5.00 2002 15,000 5.70 1997 15,000 ~ .5.00 2003 15,000 5.90 -1998 15,000 5.00 2004 20,000 6.00 1999 15,000. 5.00 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by .check or draft issued by the Registrar described herein. 2.03. Dates and Interest Payment Dates. Upon the initial delivery of the Bonds pursuant to Section 2.07, and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on each February l and August 1, commencing August 1, 1993, to the owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.04. Redemption. Bonds maturing in 2003 and later years shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order as the Issuer shall determine and within a maturity by lot as selected by the Registrar in multiples of $5,000, on February 1, 2002, and on any date thereafter, at a price-equal to the principal amount thereof. and accrued interest to the date of redemption. The Clerk shall -2- cause notice of the call for redemption thereof to be published as required by law, and. at least thirty .days prior to the designated redemption date, shall cause notice of call for redemption to be .mailed, by first class mail, to the registered holders of .any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption .shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure.. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and. payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price). such Bonds or portions of Bonds shall cease to bear interest. .Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner. without charge, representing the remaining principal amount outstanding. 2.05. Aj2pointment of ?nitial Registrar. The Lssuer hereby appoints First Trust National A~SOCiati[~n , in Saint Paul Minnesota , as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and the Clerk are authorized to execute and deliver, on behalf: of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor .Registrar. The Issuer agrees to .pay the ' reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.06. registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto sha1T be as follows: (a} Reg,'si ter. The Registrar shall keep at its principal corporate trust office a bond register in which the. Registrar shall provide for the registration of ownership of Bonds. and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b} Transfer of Bonds. Upon surrender for transfer of any-Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by .the registered owner thereof or by an attorney duly authorized by -3- the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new. Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest. payment date. (c) Fxchangp of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or .exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (e) ~Y~=opPr or nauthoriaed Transfer. When any Bond is presented to the Registrar for transfer, the .Registrar may. refuse to transfer the same until. it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine .and that the requested transfer is legally. authorized. The Registrar shall incur no liabilit y for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.. (f) persons Deemed Owners. The. Issuer andthe Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute .owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of. and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the. owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent. of the sum or sums so paid. (g) -Taxes Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee orother governmental charge required to be paid .with respect to such transfer or exchange.. {h) Mut~lated,_ Lost,, stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and. -4- substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost,. and of the. ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance .and. amount satisfactory. to it, in whichboth the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar. shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with. its terms it shall not be necessary to .issue a new Bond prior to payment. 2.07. ~'xecLt~on Authentication and Delivery. The Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall.. nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security hereunder until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate. of authentication ,on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution.. When the Bonds have been so prepared, executed and authenticated, the Clerk shall deliver the same to the Purchaser upon payment of the purchase price in accordance .with the. contract of sale heretofore made and executed and the Purchaser shall not be-obligated to see to the application of the .purchase price:. 2.08. Form of Bonds.. The Bonds shall be printed in substantially the following form: • -5- [Face. of the Bonds UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF LAKEVILLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1992D Tnt-erest Rate Maturity Date Dat-P of Original Issue CUSIP November 1, 1992 REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the City of Lakeville, County of Dakota, Minnesota (the Issuer), acknowledges. itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February l and August l in each year, commencing August 1, 1993, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal • of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable. in lawful money of the United States of America by check pr draft by in as Bond Registrar and Paying Agent, or its designated successor under the Resolution- described herein. For the prompt and full payment of such. principal and interest as the same respectively become due, the full faith and credit. and taxing powers of the Issuer have been and are hereby irrevocably pledged. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same. effect as though fully setforth in this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Lakeville, County of Dakota, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures. of the. Mayor {r and City Clerk and has caused this Bond to be dated as of the date set forth below. Date of Authentication:. ' CITY OF LAKEVILLE MINNESOTA (facsimile signatLre) (facsimile signatLre) City Clerk Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned. within. as Registrar By Authorized Representative [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $160,000, all of like date and tenor, except as to maturity date, interest .rate, denomination and redemption .provision, issued pursuant to a resolution adopted by the City Council on October 26, 1992 {the Resolution), to provide funds to • refund ,certain outstanding general obligation bonds of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws. of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter-475. The Bonds.. are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. Bonds of this series have been designated as "qualified tax exempt obligations".pursuant to Section 265{b) of the Internal Revenue Code of 1986. Bonds maturing in 2003 and later years are each subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order as the Issuer shall determine and, within a maturity, by lot as selected by the Registrar in multiples of $5,000 on February 1, 2002, and on any date thereafter, at a price equal to the principal amount thereof plus interest accrued to the date of redemption. The Issuer will cause notice of the call for redemption to be published as required :by law and, at least thirty days prior to the designated redemption date, will cause notice of the call thereof to be mailed by first class mail to the registered owner of any Bond to be redeemed at the owner's address as it appears on the. .bond register maintained by the Registrar, but no defect in or failure to give such mailed -7- notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds. so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds. or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal .amount outstanding.. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange. for Bonds. of other authorized denominations. Upon such transfer or exchange the Issuer. will cause a new Bond or Bonds to be issued in the name of the transferee or~registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to .reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Issuer and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the. Issuer nor the Bond Registrar shall be affected by any notice to the .contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota, to be done,. to exist, to happen and to be performed precedent to .and in the issuance of this Bond, in order to make it a valid .and binding general obligation of the Issuer in accordance with its terms,. have been done, do exist,- have happened and have been performed in regular and due form, time and manner as so required; that the Bonds are payable from ad valorem tax increments to be received by the .Issuer under an .agreement with its Housing and Redevelpment Authority; that, if necessary for payment of such principal and interest, ad valorem taxes may be levied upon all taxable property.- in the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the: indebtedness of the Issuer to exceed any constitutional or statutory limitation. • -8- Form of certificate to be printed. on the reverse .side of each Bond, following a full copy. of the legal opinion: We certify that the above is a full, true and correct copy of the legal opinion rendered. by Bond Counsel on the issue of Bonds of the City of Lakeville, County of Dakota, Minnesota, which includes the within Bond, dated as of the. date of original delivery of and payment for the Bonds. (facs;mil_e signature-City C1_erkl (facsimile signature-Mayor) 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 UTMA as Custodian for in common {Gust) (Minor) TEN ENT as tenants by entireties under Uniform .Transfers to Minors Act JT TEN --as joint tenants (State). with right of survivorship. and not as tenants in common 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 all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, 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 enlargement or any change whatsoever. -9- Signature Guaranteed: Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. PLEASE INSERT. SOCIAL SECURITY OR OTHER .IDENTIFYING NUMBER OF ASSIGNEE: - -la Section 3. jis o Pro_ eds. Upon payment for the Bonds by the Purchaser, the Finance Director shall deposit proceeds of the Bonds aggregating $146.679.14 in the sinking fund .established for the Refunded Bonds to be applied to the redemption and prepayment of the Refunded Bonds on February 1, 1993. Proceeds of the Bonds in the amount of $11,679.14 shall be applied to the payment of issuance costs of the Bonds and proceeds in the amount of $ * shall be deposited into the Sinking Fund. established in Section 4.01 hereof. The Clerk shall cause notice of such redemption to be given as required by the resolution authorizing the issuance of the Refunded Bonds. Section 4. ,Sinking FLnc~ and Tax Levv. 4.01. `Sinking Fund. The Bonds shall be payable from a separate Series 1992D General Obligation Tax Increment Refunding Bond Sinking Fund (the Sinking Fund) which shall be created and maintained on the books of the Issuer as a separate debt redemption fund until the Bonds, and all interest thereon, are fully paid. There shall be credited to the Sinking Fund the following: (a) Any amount initially deposited therein pursuant to Section 3 hereof. tb) All ad valorem tax increments levied and collected as specified in Section 4.02 hereof. • (c) Any otherfunds appropriated by the .Council for. the payment of the Bonds. 4.02. P1edg3 of Tax. Increments.. The Issuer shall enter into a pledge. agreementwith..the Housingand Redevelopment Authority of the City of Lakeville whereby the Authority will agree to pay to the Issuer sufficient tax increments derived from Tax Increment Financing District No. 2 within Redevelopment District No. 1 in the Issuer to pay principal of and interest on the Bonds when due. The Council hereby determines that such tax increments to be received pursuant to said pledge agreement will be sufficient to pay all principal and interest on the Bonds when. due, so an ad valorem tax levy is not presently required. The Issuer affirms the pledge of the full faith and credit of the Issuer to the payment of the Bonds. If said tax increments should at any time be ..insufficient to pay principal of and 'interest on the Bonds when due, the Issuer shall, to the exent required to assure payment of the Bonds,.levy ad valorem taxes"on all taxable property in the Issuer, without limitation as to rate or amount, and shall cause the collections of said taxes to deposited into the Sinking Fund and applied to the payment of the principal of and interest on the Bonds. * Accrued interest to be determined. -11- Section 5. pefeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the registered owners of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by depositing with the 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 Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such .deposit. The Issuer may also at any time discharge. its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action,. by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or earlier designated redemption date. .Section 6. official Statement.. The Official Statement. relating to the Bonds, dated October 13, 1992, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the. accuracy, completeness and sufficiency • thereof . Section 7. 'rax ovenants and Arbit_rag Mat 7.01. .Restrictive Action. The Issuer covenants and .agrees with the registered owners from time to time. of the Bonds, .that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the Code and applicable Treasury Regulations tthe Regulations), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includible. in gross income of the recipientunder -the Code. and the Regulations. The Issuer represents and covenants that the.. proceeds of the Refunded Bonds were .used to finance public improvements and. facilities owned and maintained by the Issuer and .available for use by"members of .the general public on a substantially-equal basis. So long as the Bonds are outstanding, the~Issuer will not enter into any lease, use agreement. or other agreement or contract respecting said improvements or facilities, or the security for the Bonds, which would cause :the Refunded Bonds or Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to the provisions of Section 141 of the Code. -12- 7.02. ~f~-a_~on. The Mayor and the Clerk being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and applicable Regulations stating the facts, estimates, and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds " within the meaning of the Code and Regulations. 7.03. Arbitrage Rebate. The Issuer hereby determines that the Bonds are eligible for the exception from arbitrage rebate provided pursuant to Sections 148 (f){4)(D)(v) and (vi} of the Code. 7.04. Oual;feed Tax-Exem~ Obligations. In order. to enhance the marketability of the Bonds, and since the Issuer, including all subordinate entities, does not. reasonably expect to issue in excess of $10,000,000 of governmental or qualified 501(c)(3) bonds during calendar year 1992, the Bonds are. hereby designated by the Issuer as "qualified tax-exempt obligations" pursuant to Section 265 (b} of the Code. Section 8. Redemption of Refunded Bonds and • C_Prt;fication of Proceedincrs. 8.01. Refunded Bonds Call. The Clerk is directed to call for redemption and prepayment the Refunded Bonds at their. earliest permissible .redemption date. (February 1, 1993) and to give notice of redemption in accordance with the resolution. authorizing issuance of the Refunded Bonds.. 8.02. F>>~ng with County Auditor. The Clerk. is directed to file with the County Auditor of Dakota County a certified copy of this resolution, and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon the Auditor's bond register. and the tax required by law.has been levied. 8.03 . At~thent i rat i on of Transcript . The officers of the Issuer and the County Auditor are authorized and directed to prepare and furnish to the Purchaser, and to Dorsey & Whitney, bond counsel, certified copies of all proceedings and records of the Issuer relating to the authorization and issuance of the. Bonds and such other affidavits and certificates as may reasonably be required to show the facts .relating to the legality and marketability. of the Bonds as such facts appear from the officer's books and records or are otherwise known to them.. All such • -13- certified copies, certificates and affidavits, including any • heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Mayor Attest: - City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Ruhmann and, upon vote being taken thereon, the following voted in favor thereof: Zaun, Harvey, Mulvihill, Ruhmann, Sindt and the following voted against the same: None • whereupon the resolution was declared duly passed and adopted. -14-