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HomeMy WebLinkAboutResolution 91-70 Extract of Minutes of Meeting of the City Council of the City of Columbia Heights, Anoka County, Minnesota Pursuant to due call and notice thereof, a special meet!-g of the City Council of the City of Columbia Heights, l~t--esota, was duly held in the Ctt~ H_-~ in said City on Thursday, November 21, 1991, commencing at 8:00 P.M. The following members we~e present: Nawrocki, Clerkin, Ruettimann, Peterson, Carlson and the following were absent: None The Mayor announced that the next order of business was consideration of the proposal which had been received for the purchase of the City's $6,670,000 General Obligation Tax Increment Refunding Bonds, Series 1991A. B1~24524 After due consideration of the proposal, Member Nawrocki then introduced the following written resolution and moved its adoption the reading of which had been dispensed with by un-nlmous consent: RESOLUTION NO. 91-70 A RESOLUTION AWARDING THE SALE OF $ 6,670,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1991A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY. BE IT RESOLVED By the City Council of the City of Columbia Heights, Anoka County, Minnesota (City) as follows: Section 1. Sale of Bonds. 1.01. The proposal of Miller & Schroeder Financial, Inc. (Purchaser) to purchase $ 6,670,000 General Oblig'ation Tax Increment Refunding Bonds, Series] 1991A (Bonds) of the City described in the Terms and Conditions is accepted, the proposal bein~ to purchase the Bonds at a price of $ 6,586,625 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1995 4.75% 1999 5.50% 1996 5.00 2000 5.60 1997 5.10 2001 5.70 1998 5.30 2002 5.80 Net effective interest rate: 5.59454% 1.02. The sum of $,16,675.00 being the amount bid by the Purchaser in excess of $ 6,569,950 is credited to the Escrow Account hereinafter created, or designated to pay costs of issuance of the Bonds, as the case may be. The City Treasurer is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds. The Mayor and City Manager are directed to execute a contract with the Purchaser on beh-lf of the City. 1.03. The City will forthwith issue and sell the Bonds in the total principal amount of $ 6,670,000 , ori~--lly dated December 1, 1991, in the denomination of $5,000 each or any integ~-al multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on March 1 years and amounts as follows: Year Amount Ye~?. Amount ]995 $835,000 1999 $945,000 1996 965,000 2000 900,000 1997 955,000 2001 860,000 ]998 990,000 2002 220,000 1.04. Optional Redemption. The City may elect on March 1, 1999 and on any date thereafter to prepay Bonds maturing on or ~fter March 1, 2000. Redemption may be in whole or in part of the Bonds subject to prepayment, and ff in part, at the option of the City and in such o~ler as the City shall determlne. If only part of the Bonds having a common maturity date are called for prepayment the specific Bonds to be prepaid will be chosen by lot by the Registrar. All payments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or dr&ft issued by the Registrar described herein. 2.02. Dates; Interest PaTment Dates. Each Bond will 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 ease such Bond shall be dated as of the date of authentication, or (fi) the date of authentication is prior to the firat interest payment date, in which case such Bond will be dated as of the date of original issue. The interest on the Bonds is payable on March 1 and September 1 of each year, commencing September 1, 1992, to the owner of record thereof as of the close of business on the fifteenth day of the {rnmedtately prece~]ing month, whether or not such day is a business day. 2.03. Registration. The City will appoint, and sb-ll ITU~intA{n, a bond registrar, transfer agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar prcvides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, tz. ansfer~ed or excbAn_~d. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thez~of or aceoml~n~ed by a written instrument of transfer, in form satisfactory to the Registz~r, duly executed by the registered owner thereof or by an attolmey duly authorized by tho registered owner in wl~tlng, the Registra]~ will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate pz~ncipal 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 prece~]in_~ each interest payment date and until such interest payment date. (c) ExchanEe of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will 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. Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registz*ar and thez~fter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is le~aily authorized. The Registrar will incur no liability for the refusal, in good faith, to m~ke transfers which it, in its judL,~nent, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is ove~lue 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 payments so made to a registered owner or upon the owner's order will 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 Charzes. For a 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 gevernmental charge required to be paid with respect to the transfer or exchAn_~e. (h) MutilAted, I~ost~ Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the 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 ease of a Bond destroyed, stolen or lost, upon f~ltnZ with the Registrar of evidence satisfactor~f to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furn~htnZ to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be pained as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for re- demption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by BI, a24524 c1,162-s 4 publishing the notice in the manner required by law. Failure to ~lve notice by publication or by ~ to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. Bonds so called for redemption will c~ase to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 9..04. Appointment of Initial Re~istr~r. The City appoints Norwest Bank Minnesota~ N.A. , Minneapolis , ~inn~ota, as the inlt~al Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf' of the City, a contract with the ReLristrar. Upon mer~er or consolidation of the Registrar with another corporation, if the resulting corporation is a b~nk or trust company authorized by law to conduct such business, such corporation is authorized to act as successor Registrar. The City a~ees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver ~ll cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Treasurer must transmit to the Registrar moneys sufficient for the payment of all p~mcipal and interest then due. 2.05. Execution, Authentication and Deliverer. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City l~a-Ager, provided that all signatures may be printed, engraved or lithog~'aphed facsimiles of the ori~r]~lla. In c~se any officer whose signature or a facsimile of whose si~'nature appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had renmined in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any securit~ 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 Re~ris- trar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond is conclusive evidence that it has been authenticated and delivered under thi, Resolu- tion. When the Bonds have been so prepared, executed and authenticated, the Managar shall deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 9-.06. Temporar~ Bonds. The Cit~ may elect to deliver in lieu of printed definitive Bonds one or more typewritten tempora~' Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor' and c~ncolled. Section 3. Form of Bond. 3.01. The Bonds will be printed in substantially the following form: C2,262-e 5 [Face of the Bond] ... UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF COLUMBIA HEIGHTS GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1991A Date of Rate Maturity Original Issue CUSIP December 1, 1991 No. The City of Columbia Heights, Minnesota, a duly organized and existing municipal corporation in Anoka County, Minnesota (City), acknowledges itself to be indebted and for value received premises to pay to or registered assigns, the p~lncipal sum of $ on the matuz'ity date specified above, with interest thereon frem the date hez~of at the annual ].ate specified above, payable March 1 and September 1 in each year, commencing September 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. The interest he,eon and, upon presentation and surrender hereof, the pr~.ncipal hex, eof are payable in lawful money of the United States of America by check or dz~lft by , Minnesota, as Bond Registrar, Paying Agent, Tz~nsfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the p~ompt and full payment of such pz.ineipal and interest as the same respectively become due, the full faith and credit and ta~ng powere of the City have been and awe hereby irrevo- cably pledged. The City may elect on Maz~h 1, 1999, and on any date theater, to prepay Bonds of this issue maturing on oz' after March 1, 2000. Redemption may be in whole or in part of the Bonds subject to prepayment, and if in pa~t, at the option of the City and in such order as the City shall determine. If only part of the Bonds having a common maturity date a~e _o~lled for prepayment the specific Bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a p~ice of par plus accrued interest. The City Council has desto'hated the Bonds as ~qualffied tax exempt 0bHga- tions~ within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for f'mancial institutions and within the $10 million Hrnlt allowed by the Code for the calendar year of issue. Additional provisions of this Bond are contained on the reverse hereof and such provisions for all pur13oses have the same effect as though fully set forth in this place. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon 'has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Columbia Heights, Anoka County, Minne- sota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City ~r and has caused this Bond to be · dated as of the date set forth below. Dated: CITY OF COLUMBIA HEIGHTS, MINNESOTA (Facsimile) City Manager Mayor ( Facsimile ) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned w'~thin. By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $ 6~670,000 all of like original issue date and tenor, except as to number, maturity date, redemp- tion privilege, and interest rate, all issued pureuant to a resolution adopted by the City Council on November 21, 1991 (the Resolution), for the purpose of providing money to refund in advance of maturity and on the Redemption Date, as defined in the Resolution, a portion of certain general obligation bonds of the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, and the City's home rule charter, lncludin~ Minnesota Statutes, Sections 475.67, Subdivision 13 and 469.178. The interest hereon is payable until the Redemption Date, primarily out of the Escrow Account and Debt Service Account in the City's Refunding Bonds, Series 1991A Debt Service Fund and after the Redemption Date from tax increments resulting from increases in the taxable value of real property in a tax increment f~nAncing district in the City, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are Irrevocably pledged fo~ payment of thi~ Bond and the City Council has obligated itself to levy addittonA! ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increments pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single n~turities. C~l&2°e 7 As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City 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 City 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 City 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 City 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 thln~s required by the Constitution and laws of the State of Minnesota and the City's home rule charter 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 City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion. ) I certify that the above is a fuU, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Columbia Heights, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Si~llature) city Manager The following abbreviations, when used in the inscr/ption on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian under (Cust) (l~inor) Uniform Gifts or Transfers to Minore Act (State) ~24524 c~2-~ 8 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 withh~ Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national ba~k or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the h~'ormation concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners this Bond is held by joint account. ) Please insert social security or other identifying number of assignee 3.02. The City l~AnAger is authorized and directed to obtain a copy of the proposed approving legal op(n)on of Holmes & Graven, Chartered, ])~(nneal:)OlJS, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on each Bond, together with a certificate to be signed by the facs(m(le signature of the Manager in substan~Ally the form set forth in the form of Bond. The Manager is authorized and d~rected to execute the oePtit~icate in the name of the City upon receipt of the op(nton and to file the opinion in the City offices. Section 4. Bonds: Security: Escrow. 4.01. Funds and Accounts. For the convenience and proper adm!nlstrstion of the moneys to be borrowed and repaid on the Bonds and the General Obligation Tax Increment Refunding Bonds of 1987, Series A, dated June 1, 1987, $ 785,000 ~2&524 C~l&2-g 9 maturing on March 1, 1995 ~ and all amounts maturing on March 1 ~ 1996 and ther~mfter (the "Refunded Bonds"), and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds and Refunded Bonds, the~e is hereby created a special fund to be designated the Refunding Bonds, Series 1991A Debt Service Fund (the Fund) to be administered and _n_~tnt~tned by the Treasurer as a bookkeeping account separate and apart from all other funds ~intAtned in the official finaneiA! ~'ecerds of the City. The Fund sbsl! be maintained in the _,a~nner herein specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon shall have been fully paid. There shall be maintained in the Fund two separate accounts, to be designated the Escrow Account and Debt Service Account. (a) Escrow Account. The Escrow Account shall be maintsined as an Escrow Account (Escrow Account) with Nor~esc Bank Minnesota, N.A., in Minneapolis , Minnesota, which is a suitable financial institution within the State, whose deposits are insured by the Federal Deposit Insuz~nee Corporation, whose combined capital and surplus is not less than $500,000 and said financial institution is hereby designated escrow agent (Escrow Agent) for the Escrow Account. AU proceeds of the sale of the Bonds shs]! be received by the Escrow Agent and appUed to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow Account, together with aU investment earnings thereon. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due the interest to accrue on each Bond to and including March 1, 1994 (Redemption Date), and to pay when due on the Redemption Date the principal amount of each of the Refunded Bonds then outstanding. From the Escrow Account there sbmll be paid (i) all interest paid on, or to be paid on, or to accrue on, the Bonds to and including the Redemption Date, and (ii) the principal of the Refunded Bonds due by reason of rodemption on the Redemption Date. The Escrow Account shall be irrevocably appropriated to the payment of the principal of and inter~.~st on the Bonds until the proceeds of the Bonds therein are applied to prepayment of the Refunded Bonds. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all in aeoordanee with the Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of the Escrow Agreement shA!! be deposited in the Debt Service Account. (b) Debt Service Account. To the Debt Service Account there is hereby pledged a~.d irrevocably appropriated and there sbs!! be credited: (i) any balance renutted to the City upon the termination of the Escrow Agreement; (ii) any b~lmnce renmtning on March 9., 1995, in the Debt Service Fund created by the City Council resolution authorizing the t~u~ne0 ~llld g~llo of the Refunded Bonds (Prior Resolution); (iii) any coUections of all taxes hereafter levied for the payment of the Bonds and interest thereon; (iv) all investment earnings on funds in the Debt Service Account: (v) from and after the Redemption Date, after deposit in the Project Account maintmtned with respect to the City's General ObUgation Tax Increment Refunding Bonds of 1987, Series A (the "1987 Bonds") of amounts sufficient to pay principal of and interest on outstanding bonds of that issue, tax increments resulttn_~ frem c~-. 10 increases in the taxable value of real property in a tax increment financing district in the City pledged to repayment of the Refunded Bonds in the Prior Resolution; (vi) accrued interest (if any) received upon delivery of the Bonds to the extent not required to fund the Escrow Account; and (vii) any and all other moneys which are properly available and are appropriated by the City Council to the Debt Service Account. The amount of any su~'plus z~m~tng in the Debt Service Account when the Bonds and interest thereon are paid shall be used as provided in Section 475.61, Subdivision 4 of the Act. 4.02. The moneys in the Debt Service Account sEAl! be used solely to pay the principal of and interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. No portion of the proceeds of the Bonds SBA!! be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period until such proceeds are needed for the purpose for'which the Bonds were issued, and (ii) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds any any sums from time to time held in the Fund (or any other City account which will be used to pay principal and interest to become due on the Bonds) in excess of smounts which under the applicable federal arbitrage regulations may be invested without regard as to yield sbAl! not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable temporary periods or minor portion made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or inst~mmentaiity thereof if and to the extent that such investment would cause the Bonds to be federally guaranteed within the meJ~nlng of Section 149(b) of the Internal Revenue Code of 1986, as amended (the Code). 4.03. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and ta~ng powers of the City shall be and are hereby irrevocably pledged. If the balance in the Escrow Account or Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Escrow Account or Debt Service Account when a sufficient balance is avAilAble therein. 4.04. It is determined that estimated collection of tax increments for the payment of principal and interest on the Bonds after the Redemption Date will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds and the 1987 Bonds and that no tax levy is needed at this time. 4.05. Filing. The Manager is authorized and directed to file a certified copy of this resolution with the 'County Auditor of Anoka County and to obtain the certificate required by Section 475.63 of the Act. 4.06. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior Resolution relating to the tax increments and improvements financed by the Bonds and the Refunded Bonds are restated and confirmed in all respects. The ~24524 ,~.~62-* 11 provisions of the Prior Resolution axe hexeby supplemented to the extent necessary to give full effect to the provisions of this xesolution. Section 5. RefundinE: Findings: Redemption of Refunded Bonds. 5.01. As of the date of delivery of and payment for the Bonds the pz~ceeds of the Bonds (Pt-oceeds), in the amount of $ 6,60~. 212.05 less necessa~ expenses of the issuance of the Bonds, to~ether with other' funds (Funds) in the amount of $ -0- are hereby pledL~ed and appropriated and shall be deposited in the Escrow Account. 5.02. It is hexeby found and determined that the Proceeds and Funds available and appropriated to the Escrow Account will be sufficient, together with the permitted earnings on the investment of the Escrow Account, to pay at m~turity or redemption all of the principal of and xedemption premium (if any) on the Refunded Bonds. 5.03. Securities purchased from the monies in the Escrow Account shall be limited to securities specified in Section 475.67, Subdivision 8 of the Act. Securities purchased for the Escrow Account shall be purchased simultaneously with the delivery of and payment for the Bonds. The Mayor and Manager are authorized and directed to purchase such securities. 5.04. The Refunded Bonds being the 1987 Bonds maturing on March 1, 1995 in the amount of $ 785,000 , and all 1987 Bonds maturing on March 1, 1996 and thereafter shall be redeemed and prepaid on the Redemption Date. The Refunded Bonds shall be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as Attachment A which terms and conditions are hereby approved and incorporated herein by reference. The Manager is hereby authorized and directed to forthwith publish the Notice of Call for Redemption in a publication qu,~llfied under Section 475.54 of the Act and to send written notices of call to the paying agent for the Refunded Bonds, provided that published notice alone shall be effective. 5.05. Escrow Azreement. On or prior to the delivery of the Refunding Bonds, the Mayor and the Manager are hexeby authorized and directed to execute on beb,,lf of the City an escrow agreement (Escrow Agreement) with the Escrow Agent in substantially the form now on file with the Manager. All essential terms and conditions of the Escrow Agreement inclurltnE payment by the City of reasonable charges for the services of the Escrow Agent, axe hexeby approved and adopted and made a part of this resolution, and the City coveoAnts that it will promptly enforce aH provisions thexeof in the event of default thexeunder by the Escrow Agent. 5.06. Defeasance. When all Bonds and all interest thexeon, have been discharged as provided in this paragraph, aH pledges, covenants and other rights granted by this resolution to the holder's of' the Bonds shah cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds shall remain in full force and effect. The City may discharge all Bonds which axe due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; ff 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 intexest accrued tot he date of such deposit. The City may also at any time discharge and defease the ~11~2452~ c~s2-. 12 Bonds in their entirety by complying with the provisions of Section 475.67 of Minnesota Statutes, except that the funds deposited in escrow in accordance with said provisions may (to the extent permitted by law) but need not be, in whole or in part, proceeds of bonds as therein provided without the consent of any Bondholders. Section 6. Authentication of Transcript. 6.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts u may be required to show the facts within their knowledge or u shown by the books and records in their custody and under their control, relatin~ to the validity and marketability of the Bonds and such instr~tments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 6.02. The Mayor and City MAnager are hereby authorized and dir~.~ted to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and t_hat to the best of their _knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 7. Tax Covenant. 7.01. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Re~tlations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure 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. 7.02. The City will comply with ~quirements necessary under the Code to establish and maintain the exclusion from ~-oss income of the interest on the Bonds under Section 103 of the Code, includin~ without llmttation requirements relating to temporary periods for investments, l~mltations on amounts invested at a yield ~-eater than the yield on the Bonds, and the rebate of excess investment eatmtnga to the United States. 7.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the me~ntng of Sections 103 and 141 through 150 of the Code. 7.04. In order to qualify the Bonds as 'qus!!t'ied tax-exempt obligstions~ within the meanin~ of Section 265(b)(3) of the Code, the City makes the following; factual statements and representations: (a) the Bonds are not ~privats activity bonds~ as defined in Section 141 of the Code; ~24524 Cl,162-S 13 (b) the City hereby desil~ates the Bonds as "qualified mxoe~emPt obligations' for purposes of Section 255(b)(3) o~ ~he Code; (c) the reasonably anticipated amount of mx°exempt obll~a~on8 (other tB,~ private activity bonds, treating qualLeted 501 (c)(3) bonds as not beh~ private acttvtW bonds) wl~ich will be issued by the Cit~y (and all subordinate entities of the City) durin~ calendar year 1991 will not exceed $10,000,000; and (d) not moro than $10,000,000 of obli~ttons issued by the Cl~y durin~ calendar year 1991 have Been desi~ated for purposes of Section 265(b)(3) of the Code. 7.05. The City shall use its best efforts to comply w~th any federal procedural requ:trements wl~ich may apply in order to effectuate the desi~nations made by ~ sec~on · Sec~on 8. Effecgveness of Resolution. This resolution shall be in full force and effect from and after the effoc~ive date of Ordinance No. 1235 pursuant to which the City authorized the issuance of the Bonds. Ordinance No. 1235 will bo in effect from and after December 10, 1991. Section 9. Underwri?_~n_~ Azroement. The discount provided for in Section 1.01 is intended to and shall be the en~re compensa~on due under the Underwritin~ A~?eement dated October 28, 1991 between the City and Miller & $chr~eder Financhl, Inc. in connection with the iss,]s~ce of the Bonds. The motion for ~he adoption of the fore~o~m~ rosolu~ion was duly seconded by Member Ruettimann ., and upon vote bein~ mkenthereon, the following voted in favor thereof: Nawrocki, Clerkin, Ruettimann, Peterson~ Carlson and the followin~ vo~ed aKainst the same: None whereupon said rosolution was declared duly passed and adopted. Passed November 21t 1991, o-Ann'e Student, Co~c' Secre't~¥¥ ~ayo-r--E'dWa r~d- M,~ 6'a-r'l%O'n- - c:L~62-o 14