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HomeMy WebLinkAbout91-041 I~.a 4- CERTIFICATION OF MINUTES RELATING TO • $ 715,000 GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 1991A 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 Mulvihill, Wenceslaus Ruhmann, Elizabeth Sindt and Mayor Duane Zaun Members absent: None Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 91-41 RESOLUTION AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF • $ 715,000 GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 1991A 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 ~='~day of April, 1991. ~1 ,J~;.~, n City Clerk • • The City Clerk reported that 4 sealed bids for the bonds had been received at the time and place designated in the Official Terms of Offering approved by the Council at the meeting of March 18,1991. The bids received were as follows: [See Attached Summary] • • SPRINGSTED PUBLIC FINANCE ADVISORS . • 500 Elm Grove Road 85 East Seventh Place 135 North Pennsylvania Street Suite 101, P.O: Box 37 Suite 100 Suite 2015 Elm Grove, WI 53122-0037 Saint Paul, MN 55101-2143 Indianapolis, IN 46204-2498 (414) 782-8222 (612) 223-3000 {31:7) 684-6000 Fax: (414)782-2904 Fax: (612) 223-3002 Fax: (3t7)684-6004 2739 Second Avenue S.E. 6800 College $oulevard 222 South Ninth Street Cedar Rapids, IA 52403-1434 Suite 600 Suite 2825 (319) 363-2221 Overland Park, KS 66211-1.533 Minneapolis, MN b5402-3368 Fax: (319) 363-6999 (913) 345-8062 (612) .333-9177 Fax:(913)345-1770 Fax: (612) 333-2363 $715,000* CITY OF LAKEVILLE, MINNESOTA GENERAL OBLIGATION WATER REVENUE REFUNDINt3 BONDS, SERIES 1:991 A .AWARD: CRONIN & COMPANY, INCORPORATED SMITH BARNEY, HARRIS UPHAM & COMPANY INCORPORATED And Associates SALE: April 15,1991 Moody's Rating:. A ..interest Net interest Bidder Rates Price Cosh & Rate ~RONIN & COMPANY, INCORPORATED 5.60% 1995 $707,850.00 $328,371.25 SMITH BARNEY, HARRIS UPHAM & COMPANY 5.70% 1996 {6.194%) INCORPORATED 5.80% 1997 Park Investment Corporation 5.9096 1998 Robert W. Baird & Company,. Incorpora#ed 6.00% 1999 6.10% 2000...'.. 6.25% 2001 6.40% 2002 NORWEST INVESTMENT SERVICES, 5.50% 1995 $708,064.50 $328,849.25 INCORPORATED 5.70% 1996 (6.2032°~) FBS INVESTMENT SERVICES, .INC. 5.80% 1997 MERRILL LYNCH CAPITAL MARKETS 5.90% .1998 American National Bank Saint Paul 6.00% 1999 Miller & Schroeder Financial, 6.1596 2000 Incorporated 6.30% 2001 Dougherty, Dawkins, Strand & Bigelow, 6.40% 2002 Incorporated Marquette Bank Minneapolis, N.A. PIPER, JAFFRAY & HOPWOOD 6.00% .1995-1998 $707,850.00 $334,368J5 INCORPORATED 6.10% 1999 (6.3073%) Moore, Juran and Company, Incorporated 6.20% 2000 Peterson.Financia~ Corporation 6.30% 2001 ~raig-Hallum, Incorporated 6.40% 2002 (Continued) interest Net Interest Bidder Rates Price Cost & Rate DAIN BOSWORTH INCORPORATED. 6.00% 1995-1997 $707,850.00 $341,999,3i~ 6.15% 1998 (6.4512°~6) 6.25% 1999 :...6.40% 2000 6.50% ..200.1'.. 6.60% 2002 These Bonds are being reoffered at par. BBL• 7.02 Average.Maturity:.. 7.41 Years... *The size of the Issue did not change subsequent to bid opening. Member sindt introduced the following resolution • and moved its ado tion: P RESOLUTION NO. 91-41 RESOLUTION AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $ 715,000 GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 1991A 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 $715,000 General Obligation Water Revenue Refunding Bonds, Series 1991 A, 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 Water Revenue Refunding Bonds, Series 1985A, dated October 1, 1985 (the "1985 Bonds"), which • mature in the years 1995 through 2002 and aggregrate $685,000 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 Official 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 Cronin & Co., Inc. of Minneapolis Minnesota and associates, to purchase Bonds in the principal amount of $_.715,.000 (as adjusted in accordance with the Official Terms of Offering) at a price of $ 707,850.00 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 $ 58,439.85 and a present value savings of approximately $ 39,560.74 . • Section 2. Bond Terms: Registration; Execution and Delivery. 2.01. Maturities: Interest Rates: Denominations. The Bonds shall be designated General Obligation Water Revenue Refunding Bonds, Series 1991A, 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 1995 $ .75,000 5.60% 1996 80,000 5.70 1997 85,000 5.80 1998 50,000 5.90 1999 95,000 6.00 2000 100,000 6.10 2001 110,000 6.25 2002 80,000 6.40 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 be dated as of May 1, 1991. The interest on the Bonds shall be payable on February 1 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 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) Register. The Registrar shall keep at its principal corporate trust. office a bond register in which the Registrar shall provide for the registration • -2- 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 Band 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, 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 or other governmental charge required to be paid with respect to such transfer or exchange. -3- (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. Appointment 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 2000 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 1,1999, and any date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date of redemption. Prior to 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. -4- • 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 all 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 CTTY OF LAKEVILLE GENERAL OBLIGATION WATER REVENUE REFUNDING BOND, SERIES 1991A Date of Rate Maturity Ordinal Issue CUSIP May 1,1991 REGISTERED OWNER: PRINCIPAL AMOUNT: Dollars • KNOW ALL PERSONS BY THESE PRESENTS that City of Lakeville, 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 2000 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, 1999 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 i 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. • -8- 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 net revenues of the Issuer's water utility and 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, 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. (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 Mayon 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 TEN as joint tenants with right of Act . . survivorship .and (State) not as tenants in common -9- . 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 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: • -10- • Section 3. Use of Proceeds. The proceeds of the .Bonds in the amount of $ 687,563.82 are irrevocably appropriated for the payment of interest to become due on the Bonds to and including February 1, 1994, 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, $ 22,901.44 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. Sinkin~Fund and Security. • 4.01. The Bonds shall be payable from a separate Series 1991A Water Revenue 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, 1994 (other than the sum of $685,000 required on February 1, 1994 to redeem the Refunded Bonds}, net revenues of the Issuer's water utility to the extent specified in Section 4.03, any tax increments appropriated as provided in Section 4.03, and all ad valorem taxes levied and collected as 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. It is hereby found, determined and declared that the Issuer owns and operates the water utility as arevenue-producing utility and convenience, and that the net operating revenues of the utility, after deducting from the gross receipts derived from charges for the service, use and availability of the utility the normal, current and reasonable expenses of operation and maintenance thereof, will be sufficient, together with any other pledged funds, for the payment when due of the principal of and interest on the Bonds herein authorized, and on any other bonds to which such revenues are pledged. • -11- • 4.03. Pursuant to Minnesota Statutes, Section 444.075, the Issuer hereby covenants and agrees with the registered owners from time to time of the Bonds herein authorized, that until the Bonds and the interest thereon are paid in full, or are discharged as provided in Section 8, the Issuer will impose and collect reasonable charges for the service, use and availability of the water utility according to schedules sufficient to produce net revenues sufficient, together with any other legally available and appropriated funds, to pay all principal and interest when due on the Bonds herein. authorized, and any other bonds to which the net revenues have been pledged; and the net revenues, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of the Bonds herein authorized and interest thereon when due. Nothing herein shall preclude the Issuer from hereafter making further pledges and appropriations of the net revenues of the utility for payment of additional obligations of the Issuer hereafter authorized if the Council determines before the authorization of such additional obligations that the estimated net revenues of the utility will be sufficient, together with any other sources pledged to the payment of the outstanding and additional obligations, for payment of the outstanding bonds and such additional obligations. Such further pledges and appropriations of said net revenues may be made superior or subordinate to or on a parity with, the pledge and appropriation herein made. Additionally, to the extent authorized in the .applicable tax increment financing plan, the Issuer reserves the right to appropriate to the Sinking Fund collections of tax increments received from Tax Increment Financing District No. 1 within I-35 • Redevelopment Project No. 1, or received from another tax increment financing district within said project area, and to credit such amounts against the net revenues of the utility otherwise required to be deposited in the Sinking Fund pursuant to this Section 4.03. 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, however, presently estimated that the funds appropriated pursuant to this Section 4 will provide sums not less than 5% in excess of principal of and interest on the Bonds when due, and therefore no tax levy is presently required. 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. • -12- • 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 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 is the owner and operator of all facilities refinanced by the Refunded Bonds and uses said facilities. as part of its water utility.. So long as the Bonds are outstanding, the Issuer will not enter into any lease, use agreement, capacity agreement, management contract or other agreement respecting said facilities or its water utility 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, 1994) 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. • -13- 7.03. The officers of the Issuer and said County Auditor aze authorized and directed to prepaze 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 mazketability 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 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 dischazge its obligations with respect to any Bonds which are due on any date by depositing with the Registraz 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 dischazged 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 dischazge its obligations with respect to any prepayable Bonds called for redemption on any date when they aze prepayable according to their terms, by depositing with the Registraz 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 dischazge 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, beazing 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. It is hereby determined that the Issuer will qualify for the exception from arbitrage rebate for the Bonds provided by Section 148(f)(4)(D) of the Code since: (a) the Refunded Bonds were, and the Bonds are, issued by a governmental unit with general taxing powers; (b) no Refunded Bond was an industrial development bond or a private loan bond as such terms were defined in the Internal Revenue Code of 1954, as amended, and no Bond is a "private activity bond" as defined in Section 141 of the Code; -14- (c) the aggregate face amount of the Bonds does not exceed $5,000,000, and the aggregate face amount of all tax-exempt bonds (other than industrial development bonds and private loan bonds) issued by the Issuer in 1985 did not exceed $5,000,000; (d) the average maturity of the Bonds 2 414 years) does not exceed the remaining average maturity of the Refunded Bonds (7.546 years); and (e) no Bond has a maturity date which is later than 30 years after the date the Refunded Bonds were issued. Attest: City Clerk Mayor The motion for the adoption of the foregoing resolution was duly seconded by Member Harvev and upon vote being taken thereon, the following voted in favor thereof: Patrick Harvey, Lynette 117ulvihill, Wenceslaus Ruhmann, Elizabeth Sindt and Mayor Duane Zaun and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. i -15-