HomeMy WebLinkAbout91-043 CERTIFICATION OF MINUTES RELATING TO
$ 2,485,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING
BONDS, SERIES 1991C
Issuer: City of Lakeville, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held April 15, 1991 at
7:00 o'clock P.M., at the City Hall in Lakeville, Minnesota.
Members present: Patrick Harvey, Lynette P~Zulvihill, L9enceslaus Ruhmann, Elizabeth
Sindt and RZayor Duane Zaun
Members absent: None
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 91-43
RESOLUTION AUTHORIZING ISSUANCE, PRESCRIBING THE
FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF
• $ 2,485,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS,
SERIES 1991C
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.
WITNESS my hand officially as such recording officer this is~day
of April, 1991.
City Clerk
`k
The City Clerk reported that 3 sealed bids #or the bonds had
been received at the. time and lace desi nated in the Official Terms of Offering
P g
approved by the Council at the meeting of March 18, 1991. The bids received were as
follows:
[See Attached Summary]
•
SPRtNGSTED
PUBLIC fINANCE ADVISORS
500 Elm Grove Road 85 Easi Seventh Place 135 North Pennsylvania.Streel
Suite 101, P.O. Box 37 Suite 100 Suite 2015
Elm Grove, WI 53122-0037 $aiht Paul, MN 55101-2143 Indianapolis, IN 46204-2498
{414) 782-8222 (612) 223-3000 {317}.684-6000
Fax: (414)782-2904 Fax: (612) 223-3002 Fax; (317)684-6004
2739 Second Avenue S.E: 6800. College Boulevard 222 South Ninth Street
CedarRapids; IA 52403-1434. Suite 600 Suite 2825
(319) 363-2221 Overland Park, KS 66211-1$33 Minneapolis, MN 55402-3368
Fax: (319) 363-6999 (913) 345-8062 (612) 333-9177
Fax:(913)345-1770 Fax:. (612) 333-2363
;2,500,000*
CITY OF LAKEVILLE, MINNESOTA
GENERAL OBLIGATION 1MPROYEMENT REFUNDING BONDS, SERIES T991 C
AWARD: NORWEST INVESTMENT SERVICES, INCORPORATED
FBS INVESTMENT SERVICES, tNC.
MERRILL LYNCH. CAPITAL MARKETS
And Associates
SALE: April 15,1991 INoody's Rating: A
Interest Net Interest
..Bidder Rates Price.... Cost & Rate
~ORWEST INVESTMENT SERVICES, 5.80% 1997 $2,474,500.00 $1,546,016.88
INCORPORATED 5.90% 1998 (6.4632%)
FBS INVESTMENT SERVICES,. INC. 6.00% 1999
MERRILL LYNCH .CAPITAL MARKETS 6.15%::2000
American National Bank Saint Paul 6:30% 2001
Miller & Schroeder Financial, 6.40% 2002
Incorporated 6.50% 2003
Dougherty,. Dawkins, Strand & Bigelow, 6.60% 2004
Incorporated. 6.70% 2005
Marquette Bank Minneapolis, N.A. 6.75% 2006
6.8096 2007
6.90% 2008-2009
CRONIN & COMPANY, .INCORPORATED 5.80% t 997. $2,471,250.00 $1,548,064:38
SMITH BARNEY HARRIS UPHAM & COMPANY 5.90% -1998 (6.4718%)
INCORPORATED 6.00% 1999
Park Investment Corporation 6.10% 2000
Robert W. Baird & Company, Incorporated 6.25% 2001
6.40% 2002
6.5096 2003
6.60% 2004
6.70% 2005
6.75% 2006
6.80% 2007
• 6.90% 2008 2009.
(Continued)
.Interest Net Interest
Bidder Rates Price Cost & Rate
PIPER, JAFFRAY & HOPWOOD 6.00% 1997-1998 $2,474,806.70 $1;559,745.1
INCORPORATED 6.10% 1999 (6.5206%)
Moore, Duran and Company, Incorporated 6.20% 2000
Peterson Financial. Corporation 6.30% 200.1
Craig-Hallum, Incorporated 6.40% 2002
6.50% 2003
6.6096 2004
6.70% 2005
6.80% :2006
6.85% 2007
6.90% 200&2009
These Bonds are being reoffered at par.
BBL• 7.02
Average Maturity: 9.57 Years'
Subsequent to the: sale of this Issue, the 'total -issue amount has been reduced to $2,485,000. The
following maturities have been reduced to the following amounts: 1998 - $485,000, 1999 - $345,000,
2004 - $120,000.
•
•
Member sindt introduced the following resolution
•
and moved its adoption:
RESOLUTION NO. 91-43
RESOLUTION AUTHORIZING ISSUANCE, PRESCRIBING THE
FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF
2,485,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING
BONDS, SERIES 1991C
BE TT RESOLVED by the City Council of City of Lakeville, Minnesota
(the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. By resolution adopted March 18, 1991, this Council authorized
the public sale of approximately $2,500,000 General Obligation Improvement
Refunding Bonds, Series 1991C, of the Issuer, hereinafter called "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 outstanding
principal amount of bonds of the issue of General Obligation Improvement Bonds,
Series 1987C, dated November 1, 1987 (the "1987 Bonds"), which mature in the years
. 1997 through 2009 and aggregrate $2,415,000 in principal amount (hereinafter, the
"Refunded Bonds"). Said refunding constitutes a "crossover refunding" as defined
in Minnesota Statutes, Section 475.17, subd. 13.
1.02. Bids have been solicited in accordance-with the terms of'the
Offiaal Terms of Offering heretofore approved by the Council and the Council has
publicly considered all sealed bids presented in conformity therewith. The most
favorable of such bids is ascertained to be that of Norwest Investment Services, Inc. ,
of ll7inneapolis 14iinnesota and associates, to purchase Bonds in the
principal amount of $ 2.485,000 (as adjusted in accordance with the Official
Terms of Offering) at a price of $ 2,459,653,00 plus accrued interest, and upon the
further. terms and conditions set forth in this resolution.
1.03. The sale of the Bonds is hereby awarded to said bidder, and the
Mayor and City Clerk are hereby authorized and directed on behalf of the Issuer to
execute a contract for the sale of the Bonds in accordance with the terms of said bid.
It is hereby determined that by issuance of the Bonds the Issuer .will realize a
substantial interest rate reduction, a gross savings of approximately $ 209,093.52
and a present value savings of approximately $ 106,576.32
•
Section 2. Bond Terms• Registration; Execution and Delivery.
•
2.01. Maturities: Interest Rates: Denominations. The Bonds shall be
designated General Obligation Improvement Refunding Bonds, Series 1991C, shall
be originally dated as of May 1, 1991, shall be in the denomination of $5,000 each, or
any integral multiple thereof, shall mature on February 1 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:
Year Amount Rate
1997 $ 495,000. 5.80%
1998 485,000 5.90
1999 345,000 6.00
2000 130,000 6.15
2001 130,000 6.30
2002 125,000 6.40
2003 125,000 6.50
2004 120,000 6.60
2005 120,000 6.70
2006 115,000 6.75
2007 115,000 6.80
2008 110,000 6.90
2009 70,000 6.90
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.
2.02. Dates: Interest Payment Dates. Each Bond shall be dated as of the `
last interest payment date preceding the date of authentication to which interest on
the Bond has been paid or made available for payment, unless (i) the date of
authentication is an interest payment date to which interest has been paid or made
available for payment, in which case such Bond shall be dated as of the date of
authentication, or (ii) the date of authentication is prior to February 1, 1992, in
which case such Bond shall bedated as of May 1, 1991. The interest on the Bonds
shall be payable on February I and August 1 in each year, commencing February 1,
1992, to the owner 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.
2.03. Registration. The Issuer shall appoint, and shall maintain, a
• -2-
.bond registrar, transfer agent and paying agent (the Registrar). The effect of
• registration and the rights and duties of the Issuer and the Registrar with respect
thereto shall be as follows:
(a) Re ig'ster. 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 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) Exchange 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) Improper or Unauthorized 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 liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The Issuer and the 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, far 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
-3-
shall be valid and effectual to satisfy and discharge the liability upon such
i Bond to the extent of the sum or sums so paid.
(g) Taxes. Fees and Char4es. 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 or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, 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 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 which both 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.
2.04. Ayyointment of Initial Registrar. The Issuer hereby appoints.
First Trust National Association St. Paul ,Minnesota,
as the initial Registrar. The Mayor and the City Clerk are authorized to execute and
deliver, on behalf of the Issuer, a contract with said 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.
2.05. Redemption. Bonds maturing in 2002 and subsequent years
shall be subject to redemption and prepayment at the option of the Issuer, in whole
or in part in integral multiples of $5,000, in such order of maturity dates as the Issuer
shall determine and at random as selected by the Registrar for Bonds maturing on
the same date, on February 1, 2001, and any date thereafter, at a price equal to the
principal amount thereof plus accrued interest to the date of redemption. Prior to
• -4-
the date set for redemption of any Bond prior to its stated maturity date, the City
Clerk shall cause notice of the call for redemption thereof to be published as
required by law, and, at least 30 days prior to the designated redemption date, shall
cause notice of the call thereof 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 2.03 hereof.
2.06. Execution, Authentication and Delivery. The Bonds shall be
prepared: under the direction of the City Clerk and shall. be executed on behalf of the
Issuer by the signatures of the Mayor and City 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 ail purposes, the same as if
such officer 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 Finance Director shall deliver the same to the purchaser thereof upon payment
• of the purchase price in accordance with the contract of sale heretofore made and
executed, and said purchaser shall not be obligated to see to the application of the
purchase price.
2.07. 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 IMPROVEMENT REFUNDING BOND, SERIES 1991C
Date of
Rate Maturity Original Issue CUSIP
May 1,1991
REGISTERED OWNER:
PRINCIPAL AMOUNT: Dollars
• KNOW ALL PERSONS BY THESE PRESENTS that Ci of Lakeville
ty ,
Minnesota (the Issuer), acknowledges itself to be indebted and for value received
hereby promises to pay to the registered owner specified 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 1 and August 1 in each year, commencing February 1, 1992, to the person in
whose name this Bond is registered at the close of business on the 15th 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 or draft by , in
,Minnesota, 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 set
forth in this. place.
-6-
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 Issuer, by its City Council, has caused
this Bond to be executed on its behalf by the facsimile signatures of the Mayor and
City Clerk and has caused this Bond to be dated as of the date set forth below.
Dated:
CITY OF LAKEVILLE, MINNESOTA
(facsimile)
Mayor
Attest: (facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
• This is one of the Bonds delivered ursuant to the Resolution
P
mentioned within.
as Bond Registrar
By
Authorized Representative
[Reverse of the Bonds)
This Bond is one of a series in the aggregate principal amount of
$ ,all of like date and tenor, except as to maturity date, interest rate,
denomination and redemption privilege, issued, pursuant to a resolution adopted
by the City Council on April 15, 1991 (the Resolution), to provide funds to refund
-7-
.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 of this
series are issuable only as fully. registered bonds, in denominations of $5,000 or any
integral multiple thereof, of single maturities.
Bonds of this series having stated maturity dates in 2002 and later years
are each subject to redemption and prepayment at the option of the Issuer, in whole
or in part in multiples of $5,000, and if in part in such order of maturity dates as the
Issuer may determine and at random as selected by the Bond Registrar as to Bonds
maturing on the same date, on February 1, 2001 and any date thereafter, at a price
equal to the principal amount thereof plus interest accrued to the date of
redemption. Prior to the date specified for the redemption of any Bond prior to its
stated maturity date, the Issuer will cause notice of the call for redemption to be
published as required by law, and, at least 30 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 Bond Registrar. 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.
Bonds of this series have been designated by the Issuer as "Qualified
Tax Exempt Obligations" pursuant to Section 265(b) of the Internal Revenue Code of
1986, as amended.
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 a separate debt redemption fund of the Issuer, and
from special assessments levied against property benefited by the improvements
refinanced by the Bonds, ad valorem taxes levied against all taxable property in the
Issuer and certain other funds which have been appropriated to such fund; that, if
necessary for payment of principal of and interest on the Bonds of this series,
additional ad valorem taxes are required to 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.
(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 City of Lakeville,
Minnesota, which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Clerk Mayor
-9-
•
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
jT TIN as joint tenants
with right of Act .
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used though not in the above list.
•
• -10-
•
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 assignur'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 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.
Please insert social security
or other identifying number
of assignee:
• -11-
• Section 3. Use of Proceeds. The proceeds of the Bonds in the amount
of $ 2,.4311642.24 are irrevocably appropriated for the payment of interest to
become due on the Bonds to and including February 1, 1996, and for the payment
and redemption of the principal amount of the Refunded Bonds on said date. The
Finance Director is hereby authorized and directed, simultaneously with the
delivery of the Bonds, to deposit the proceeds thereof, to the extent described above
in escrow with First Trust National Association in
St. Paul Minnesota, a banking institution whose deposits are
insured by the Federal Deposit Insurance Corporation and whose combined capital
and surplus is not less than $500,000, and shall invest the funds so deposited in
securities authorized for such purpose by Minnesota Statutes, Section 475.67,
subdivision 8, maturing on such dates and bearing interest at such rates as are
required to provide funds sufficient, with cash retained in the escrow account, to
make the above-described payments. The Mayor and City Clerk are hereby
authorized to enter into an escrow agreement with said Bank establishing the terms
and conditions for the escrow account in accordance with Minnesota Statutes,
Section 475.67. Of .the remaining proceeds of the Bonds, $ 37,440.05 shall be
applied to pay issuance expenses and $ -0- shall be deposited. in the
Sinking Fund created pursuant to Section 4.01 hereof.
Section 4. Sinking Fund and Securitx.
• 4.01. The Bonds shall be payable from a separate Series 1991C
Improvement 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. All cash receipts in the
escrow account established in Section 3 to and including February 1, 1996 (other than
the sum of $2,415,000 required on February 1, 1996 to redeem the Refunded Bonds),
special assessments appropriated as provided in Section 4.02, certain other funds as
.detailed in Section 4.03, and all ad valorem taxes levied and collected in accordance
with Section 4.04, shall be credited to said Sinking Fund, as well as any other funds
appropriated by the Council for the payment of the Bonds.
4.02. Subsequent to February 1, 1996, there shall be deposited in the
Sinking Fund as received all collections of special assessments received with respect
to the improvements (Project Numbers 85-2, 86-6, 86-10, 86-15, 87-2, 87-8, 87-9, 87-11,
and 87-20) financed by the 1987 Bonds.
• -12-
4.03. Subsequent to February 1, 1996, the Issuer appropriates to the
Sinking Fund, from its Utility .Trunk Fund, Storm Sewer Trunk Fund and Park
Dedication Fund, the aggregate amounts shown below for the years of deposit:
Deposit Year Amount
1996 $111,139
1997 104,568
1998 41,168
1999 39,370
2000 37,573
2001 35,776
2002 33,978
2003 32,181
2004 30,384
2005 28,586
200b 26,789
2007 24,992
2008 23,194
4.04. For the prompt and full payment of the principal of and interest
on said Bonds as such payments respectively become due, the full faith, credit and
unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It
• is estimated that the special assessments and other funds referred to in Sections 4.02
and 4.03 will be sufficient to produce sums not less than 5% in excess of the amounts
needed to pay principal and interest on the Bonds when due and, therefore, no ad
valorem taxes are presently required to be levied.
4.05. In order to ensure compliance with the Internal Revenue Code
of 1986, as amended (the Code), and applicable regulations, the Finance Director,
upon allocation of any funds to the Sinking Fund, shall ascertain the balance then
on hand in the Fund. If it exceeds the amount of principal and interest on the
Bonds to become due and payable through the February 1 next following, plus a
reasonable carryover equal to 1 / 12th of the debt service due in the following bond
year, said excess shall (unless an .opinion is otherwise received from bond counsel}
be used to prepay or purchase Bonds, or invested at a yield which does not exceed
the yield on the Bonds. calculated in accordance with Section 148 of the Code.
Section 5. Tax Covenant: Arbitrage.
5.01. The Issuer covenants and agrees with the owners from time to
time of the Bonds herein authorized, 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 any
•
-13-
regulations issued thereunder, in effect at the time of such action, and that it will
take, or it will cause its officers, employees or agents to take, all affirmative actions
within its powers which may be necessary to insure that such interest will not
become subject to taxation under the Code and applicable Treasury Regulations, as
presently existing or as hereafter amended and made applicable to the Bonds. The
Issuer represents and covenants that the Issuer owns and maintains all public
improvements refinanced by the Refunded Bonds. So long as the Bonds are
outstanding, the Issuer will not enter into any lease, use agreement, management
contract or other agreement respecting said improvements 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.
5.02. The Mayor and the City 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 an arbitrage
certification in order to satisfy the provisions of the Code and the regulations
promulgated thereunder.
Section 6. Qualified Tax-Exempt Obligations. In order to enhance
the marketability of the Bonds, and since the Issuer does not reasonably expect to
issue in excess of $10,000,000 of governmental or qualified 501(c)(3) bonds during
calendar year 1991, the Bonds are hereby designated by the Issuer as "Qualified Tax-
Exempt Obligations" pursuant to Section 265(b) of the Code.
•
Section 7. Redemption of Refunded Bonds and Certification of
Proceedings.
7.01. .The City Clerk is directed to call the Refunded Bonds for
redemption and prepayment at their earliest permissible redemption date (February
1, 1996) and to give notice of redemption in accordance with the resolution
authorizing .issuance of the Refunded Bonds.
7.02. The City 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.
7.03. The officers of the Issuer and said County Auditor are
authorized and directed to prepare and furnish to the purchasers of the Bonds, and
to 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 certified copies, certificates and
-14-
affidavits, including any heretofore furnished, shall be deemed representations of
the Issuer as to the correctness of all statements contained therein.
Section 8. Defeasance. 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 holders. 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
discharge its obligations with respect to any prepayable Bonds called for redemption
on any date when they are prepayable according to their terms, by depositing with
the Registrar on or before that date an amount equal to the principal, interest and
redemption premium, if any, which are then due, provided that notice of such
redemption has been duly given as provided herein. 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, interest and
redemption premiums to become due thereon to maturity or earlier designated
redemption date.
Section 9. Arbitrage Rebate. The Issuer will comply with the
provisions of Section 148(f) of the Code to the extent applicable to the Bonds, and
will: timely make the calculations and payments of rebatable arbitrage, if any,
required thereunder. The Mayor and Clerk are authorized and directed to execute a
Rebate Certificate in connection with the issuance and delivery of the Bonds setting
forth in detail the steps to be taken by the Issuer to assure compliance with the
provisions of Section 148(f).
Attest:
City Clerk Mayor
• -15-
e
The motion for the adoption of the foregoing resolution was duly
seconded by Member Mulvihill and upon vote being taken thereon, the
following voted in favor thereof: Patrick Harvey, Lynette 1~4ulvihill, Wenceslaus Ruhmann,
Elizabeth Sindt and A7ayor Duane Zaun
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
•
-16-