HomeMy WebLinkAbout91-154 ~ _ .
CERTIFICATION OF MINUTES RELATING TO
$675,000 GENERAL OBLIGATION Il1riiPROVEMENT BONDS,
SERIES 1991 D
Issuer: City of Lakeville, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held Monday, November
18, 1991, at 7:30 o'clock P.M., at the City Hall, Lakeville, Minnesota.
Members present: Ruhmann, Zaun, Sindt, Mulvihill, Harvey
Members absent: N/A
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 91- 154
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
• THE PAYMENT OF $675,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 1991D
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 area .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 18th day of
November, 1991.
J
City Clerk
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.t
S
The Clerk reported that s sealed bids for the bonds had been
•
received at the time and place designated in the Official Statement and 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 was found to be as #ollows:
Interest Total Interest Cost
Name of Bidder Purchase Price Rates And Net Average Rate
(See next page)
•
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` ~ SPRtiNGSTEiD
PUBLIC FINANCE ADVISORS
16655 West Bluemound Road 85 East Seventh Place 6800 College Boulevard
Swte 290 Suite 100 Suite 600
Brookfield, WI 53005-5935 Saint Paul, MN 55101-2143 Overland Park; KS 662ri 1533
(414) 782-8222 (612)223-3000 {913)345-8062
Fax: (414).782-2904. Fax: (612)223-3002 Fax:{9.13)345-1770
2739 Second Avenue S.E. 222 South Ninth Street
Cedar Rapids, 1A 52403-1434 Suite 2825.
(3T9) 363-2221 Minneapolis. MN 55402-3368
Fax: (319).363-6999 (612)333-9177
Fax: (612).333-2363
~67J,QQO
CITY OF U4KEVI~LE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS,: SERIES 1991 D
.AWARD: FBS INVESTMENT SERVICES, INC.
SALE: November 18, 1991 nnoody's Rating: A
Interest ~ Net.Interest
Bidder Rates Price Cost & Rate
FBS INVESTMENT: SERVICES, INC. 4.30% 1993 $668,250.00 $237,985.00
4.45% 1994 (5.5701
4.60% 1995
4.8096 1996
. 5.00% 1997
5.25% 1998
5.45% 1999
5.60% ..2000
5.70% 2001
5.75% 2002-2003
CRONIN & COMPANY, INCORPORATED 4.25% 1993 $668,587.50 $239,698.33
ROBERT W. BAIRD & COMPANY 4.50% 1.994 (5.6102%)
.INCORPORATED 4.75% 1995
4.90% 1996
5.1096. 1997
5.25% 1998
...5..4096 1999
5.60% 2000
5.70% 2001
_5.80% 2002
5.90% 2003
COUNTRY CLUB BANK 4.25% 1993 $669,1.27.50: $239,766.66
4.50% 1994 (5.611859%)
4.70%.. 1995
4.90% 1996
5.05% 1957..
5.20% 1998
5.35% 1999.
5.55% 2000
5.75% 2001
5.90% 2002
6.00% 2003
(Continued)
Interest Net Interest
Bidder Rates Price Cost & Rate
MOORE, JURAN AND COMPANY, 4.25% 1993 $668,250.00 $241,884.5
.INCORPORATED 4.50% 1994 (5.6614%)
JURAN & MOODY, INCORPORATED 4.75% 1995
5.00% 1996
.5.10% 1.997
5.25% 1998
5.4096 .1999
.5.60% 2000
5.75% 2001
5.9096 2002
6.00% 2003
PIPER, JAFFRAY & HOPWOOD 4.30% .1993 $568,250.00 $242,812.08
INCORPORATED 4.55% 1994 (5.6831%)
4.75% 1995
.5.00% 1996
5.15% 1997
5.30% 1998
5.50% 1999
.5.60% 2000
....5.75% 2001
5.90% 2002
6.00% 2003
NORWEST INVESTMENT SERVICES, 4.30% 1993. $668,250.00 $243,023.
INCORPORATED 4.50% 1994 (5.6880
4.70% 1995
4.90% 1996
5.10% 1997
5.30% 1998
5.50% 1999
5.70% 2000
5.80% 2001
5.90% 2002
6.00% 2003
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.30% 1993 Par
4.45% 1.994 Par
4.60% 1995 Par.
4.80% 1996 Par
5.00% 1997 Par
.5.25% 1998 Par
5.45% 1999 Par
5,60% 2000 Par •
5.7096 2001 Par
5.75% 2002 5.80%
5.75% 2003 5.90%
BBI: 6.69
Average Maturity: 6.33 Years
Councilmember xarveg introduced the following
resolution and moved its adoption:
RESOLUTION NO. 91-i 5~?
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $675,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, .SERIES 1991D
BE IT RESOLVED by the City Council of the City of.Lakeville,
Minnesota (the Issuer), as follows:
Section 1, Authorization and Sale.
(a) This Council, by Resolution No. 91-144, adopted October 21,1991,
authorized the issuance and public sale of $675,000 General Obligation
Improvement Bonds, Series 1991D (the Bonds) of the Issuer to finance various
public improvements as described .therein (the Improvements).
(b) Bids have been received in accordance with Resolution No. 91-144
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 FBS Investment Services, Inc.
of Minneapolis Minnesota and associates (the Purchaser), to
.purchase the Bonds at a price of $ 668.250.00 plus accrued interest on all Bonds
to the day of delivery and payment, on the further terms and conditions hereinafter
set forth.
(c) 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.
Section 2. Bond Terms• Registration; Execution and Delivery.
2.01.. Issuance 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. Maturities• Interest Rates; Denominations; and Payment. The
Bonds shall be originally dated as of December 1, 1991, shall be in the denomination
of $5,000 each, or any integral multiple thereof, of single maturities, shall mature on ,
February 1 in the years and amounts stated below, and shall bear interest from date
of issue until paid ar duly called for redemption at the annual rates set forth
opposite. such years and amounts, as follows:
Year Amount Rate Year Amount Rate
1993 $30,000 4.30% 1999 $65,000 5.45%
1994 70,000 4.45 2000 65,000 5.60,
1995 65,000 4.60 2001 65,000 .5.70
19% b5,000 4.80 2002 60,000 5.75.
.1997 65,000 5.0 0 2003 60,000 5.7 5
1998 b5,000 5.25.
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond at the principal office of the Registrar described herein,
the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein.
2.03. Dates and Interest Payment Dates. Each Bond shall bear a date of
• original issue of December 1, 1991. 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 1 and
August 1, rnmmencing August 1, 1992, 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 2001 and later years shall be
subject to redemptionand 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, 2000, 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 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 ar 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
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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. Ayyointment of Initial Registrar. The Issuer hereby appoints
First Trust National Association , in St. Paul ,
Minnesota, as the initial bond registrar, transfer agent and paying agent (the
Registrar). The .Mayor and 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 bylaw 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 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 shall be as follows:
(a) Re ister. 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 ansferee 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.
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(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 the Bond, whether the Bond shall be
overdue or not, for .the purpose of receiving payment of or on account of, the
principal of and interest on the Bond and for all other purposes; and all
payments made to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability .upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
• Bonds (except for an exchange upon a partial redemption of a Bond), 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 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 thatthe 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.
• (i) Authenticating_A,g_en_t. The Registrar is hereby designated
authenticating agent. for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds shall be
prepazed 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 the 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 or benefit
under this Resolution unless and until a certificate of authentication on the Bond
has been duly executed by the manual signature of an authorized representative of
the Registraz. 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 prepared, executed and authenticated, the
Finance Director shall deliver them to the Purchaser .upon payment of the purchase
price in accordance with the contract of sale heretofore 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 prepazed in substantially
the following form:
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[Face of the Bonds]
•
UNITED STATES OF AMERICA
STATE OF MII~TNESOTA
COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1991D
Maturity Date of
Rate Date Original Issue CUSII'
December 1, 1991
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 sum
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. August 1, 1992, 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 or draft
by , in
as Bond Registrar, Transfer Agent and Paying .Agent (the. Registrar), 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 hereon.
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 Registrar by manual
signature of one of ..its authorized representatives..
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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 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) (facsimile)
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
$675,000, 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 November 18, 1991 {the Resolution), to finance the costs of local
improvements, and is issued pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Chapters 429. and 475. The Bonds are issuable only in fully
registered form, in denominations of $5,000 or any integral multiple thereof,. of
single maturities.
Bonds maturing in 2001 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 iot as selected by the Registrar in
multiples of $5,000 on February 1, 2000, 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
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the Registrar, 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 paztial redemption of any Bond, a new Bond or Bonds will be delivered to the.
registered owner without charge, representing the remaining principal amount
outstanding.
The Bonds have been designated 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 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 Registraz, 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 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. 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 preliminary 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 as so required; that, prior to the issuance hereof
the City Council has by the. Resolution covenanted and agreed to levy special
.assessments upon. property specially benefited by the local improvements financed
by the Bonds, and ad valorem taxes on all taxable property in the Issuer, which,
together with certain appropriations of utility and storm sewer trunk funds, will~be
collectible for the years and in amounts sufficient to produce sums not less than 5%
in excess. of the principal of and. interest on the Bonds when due, and has
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appropriated such special assessments and taxes and other funds to its Series 1991D
S Improvement Bond Sinking Fund for the payment of such. principal and interest;
that if necessary for payment of such principal and interest, 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, together with all
other indebtedness of the Issuer outstanding on the date hereof and on the date of
its actual issuance.. and delivery, does not cause the indebtedness of the Issuer to
exceed any constitutional or statutory limitation of indebtedness.
.:.Forme 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.
(Facsimile Signature) (Facsimile- Signature).
City Clerk 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 LTTMA....as Custodian for.........
in common (Gust) (Minor)
TEN ENT as tenants under Uniform Transfers to Minors
by entireties Act
(State)
1T TEN --as joint tenants with right of survivorship and not as tenants in common:
Additional abbreviations may also be used though not in .the above list.
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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.
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:
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section 3. Construction Fund. There is hereby established on the
official books and records of the Issuer a Series 1991D Improvement Bond
Construction Fund (the Construction Fund), and the Finance Director shall
continue #o maintain the Construction Fund until payment of all. costs and expenses
incurred in connection with the construction of the Improvements. have been paid.
To the Construction Fund there shall be credited from the proceeds of the. Bonds,
exclusive of unused discount and accrued and capitalized interest, an amount equal
to the estimated cost of the Improvements and from the Construction Fund there
shall be paid all construction costs and expenses. There shall also be credited to the
Construction Fund all special assessments collected with respect to the
.Improvements until all costs of the Improvements have been fully paid. After
payment of all construction costs, the Construction Fund shall be discontinued and
any Bond proceeds remaining therein may be transferred to the other funds or
accounts established for construction of other improvements instituted pursuant to
Minnesota Statutes, Chapter 429. All. special assessments on hand. in the
Construction Fund when terminated or thereafter received, and any Bond proceeds
not so transferred, shall be credited to the Series 1991D Improvement Bond Sinking
Fund of the Issuer. All proceeds of the Bonds deposited in the Construction. Fund
will be expended solely .for the payment of the costs of the Improvements (or other
..improvements authorized pursuant to Chapter 429). All improvements so financed
will be owned and maintained by the Issuer and available for use by members of the
.general public on a substantially equal basis. The Issuer shall not enter into any
lease, use or other agreement with any non-governmental person relating to the use
of the Improvements or security for the payment of the Bonds which might cause
the Bonds to be considered "private activity bonds" or "private loan bonds"
pursuant to Section 141 of the Internal Revenue Code of 1986, as amended (the
Code).
Section 4. Bond Fund. So long as any of the Bonds are outstanding
and any principal of or interest thereon unpaid, the Clerk shall maintain a separate
debt service fund on the official books and records of the Issuer to be known as the
Series 1991D Improvement Bond Sinking Fund `(the Bond Fund),. and. the principal
of and interest on the Bonds shall be payable from the Bond Fund. The Issuer.
irrevocably appropriates to the Bond Fund (a) any amount in excess of $668,250
received from the Purchaser; (b) capitalized interest in the amount of
$ 25,000 ; (c) all taxes and special assessments levied and collected in
accordance with this Resolution; and (d) all other moneys as shall be appropriated by
the City Council to the Bond Fund from time to time. If the balance in the Bond
Fund is at any time insufficient to pay all interest and principal then due on all
Bonds payable therefrom, the payment shall be made from any fund of the Issuer
which is available for .that purpose, subject to reimbursement from the Bond Fund
when the balance therein is sufficient, and the City Council covenants and agrees
that it will each year levy a sufficient amount of ad valorem taxes to take care of any
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accumulated or anticipated deficiency, which levy is not subject to any
S constitutional or statutory limitation.
Section 5. ~cial Assessments and Other Funds. The Issuer hereby
covenants and .agrees that, for the payment of the cost of improvements financed by
the Bonds the Issuer has done or will do .and perform all acts and things necessary
for the final and valid levy of special assessments in an amount not less than 20% of
the cost of each of the improvements financed by the Bonds. The Issuer will also
transfer from its Utility Trunk Fund, Storm Sewer Trunk Fund .and Trails Fund to
the Bond Fund, on a semiannual basis, certain additional funds to be used to pay
.principal and interest on the Bonds. It is estimated that the principal and interest on
such special assessments will be levied and collected, and the other funds will be
appropriated, in the years and amounts shown on Appendix z attached
hereto. In the .event any such assessment shall at any time be held invalid with
respect to any lot or tract of land, due to any error, defect or irregularity in any action
or proceeding taken or to be taken by the Issuer or by the City Council or by any of
the officers or employees of the Issuer, either in the making of such assessment or in
the performance of any :condition precedent thereto, the Issuer hereby covenants
and agrees that it will forthwith do all such further things and take all such further
proceedings as shall be required by law to make such assessment a valid and binding
lien upon said property.
Section 6. Pledge of City Funds and Taxing Powers. For the prompt
• and full payment of the principal of
and interest on the 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. In order to produce aggregate
amounts which, together with the collections of special assessments and other funds
as set forth in Section 5 will produce amounts not less. than 5% in excess of the
amounts needed to meet when due the principal and interest payments on the
Bonds, ad valorem taxes are hereby levied on all taxable property in the Issuer. The
taxes will be levied .and collected in the following years and amounts:
• -12-
Levy Collection
Year Year Amount
1991 1992 ; -o-
1992 1993 -o-
1993 1994 -o-
1994 1995 -o-
1995 19% -o-
19% 1997 -o-
1997 1998 -o-
1998 1999 2,293
1999 2000 3,o3i
2000 2001 -o-
2001 2002 -o-
The taxes shall be irrepealable as long as any of the Bonds are outstanding and
unpaid, provided that the Issuer reserves the right and power to reduce the tax
levies in accordance with the provisions of Minnesota Statutes, Section 475.61.
Section 7. 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 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 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 iaw 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.
• -13-
ti
Section 8. Registration of Bonds. The Clerk is hereby authorized and
• directed to file a certified copy of this resolution with the County Auditor of Dakota
County and obtain a certificate that the Bonds have been duly entered upon the
Auditor's bond register and the tax required by law has been levied.
Section 9. Authentication of Transcriyt. The officers of the Issuer and
the County Auditor of Dakota County are hereby authorized and directed to prepare
and furnish to the Purchaser and to Dorsey ~ Whitney, Bond.Counsel, certified
copies of all proceedings and .records. relating to the Bonds and such other affidavits,
certificates and information as may be required to show the facts relating to the
legality and marketability of -the Bonds, as the same appear from the books and
records in their custody and control or as otherwise known to them, and all such
certified copies, affidavits and certificates, including any heretofore furnished, shall
be deemed representations of the Issuer as to the correctness of all statements
contained therein.
Section 10. Tax Covenant and Arbitrage Certificate.
(a) The Issuer covenants and agrees with the registered 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 Internal
Revenue Code of 1986, as amended (the Code) and 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.
(b) The Mayor and 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 Sections 1.103-13, 1.103-14 and 1.103-15
of the Regulations, stating that on the basis of facts, estimates and circumstances in
existence on the date of issue and delivery of the Bonds, it is reasonably expected
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 the applicable
regulations.
Section 11. Arbitrage Rebate Exemption. It is hereby found that the
Issuer has general taxing powers, that no Bond is a "private activity bond" within
the meaning of Section 141 of the Code, that 95% or more of the nef proceeds of the
Bonds are to be used for .local governmental activities of the Issuer, and that. the
aggregate face amount of all tax-exempt obligations (other than private activity
-14-
bonds) issued by the Issuer and all subordinate entities thereof during the year 1991
. is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the
provisions of Section 148(f)(4)(D) of the Code, the Issuer shall not be required to
comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section
148(f) of the Code.
Section 12. Qualified Tax-Exempt Obli¢a~. The City Council hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code relating to the disallowance of interest expense for financial
institutions, .and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1991
does not exceed $10,000,000.
Section 13. Official Statement. The Official Statement relating to the
Bonds, dated November 5, 1991, 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.
• Mayor
ATTEST:
City Clerk
• -15-
•
The motion for the adoption of the foregoing resolution was duly
seconded by Councilperson Mulvihill and, upon vote being taken
thereon, the following .voted in favor thereof: zaun, Harvey, Mulvihill,
Ruhmann and Sindt
and the following voted against the same: zone
whereupon the resolution wasdeclared duly passed and adopted.
•
-16-
i APPENDIX
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