Loading...
88-7453R14 RESOLUTION N0. 7453 A RESOLUTION AWARDING THE SALE. OF X3,275,000 GENERAL OBLIGATION REFUNDING REDEVELOPMENT BONDS OF 1988; PROVIDING FOR THE FORM AND SPECIFICATIONS THEREOF; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE .REDEMPTION OF BONDS REFUNDID THEREBY. BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (City), as follows: Section 1. Sale of Refunding .Bonds. 1.01. The bid of Dain Bosworth, Inc. (Purchaser). to purchase X3,275,000 General Obligation Refunding Redevelopment Bonds of 1988 (Refunding Bonds), bearing interest as follows: Year of Maturity Interest Rate (2 per annum) 1994 6.257 1995 6.40 1996 6.50 1997 6.60 1998 6.70 1999 6.80 (Net effective interest rate: 6.7557) is hereby accepted, said offer being to purchase the Refunding Bonds at a price of X3,242,250 plus accrued interest to date of delivery, of the purchase price the sum of ~ 0 shall be deposited in the Debt Service Account created by Section 3. The Mayor and the Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.02. The City shall forthwith issue the Refunding Bonds pur- suant to Minnesota Statutes, Chapter 475 (Act) which Refunding Bonds shall be initially numbered R-1 upwards, in the denomination of $5,000 each or any integral multiple thereof, originally dated October 1, 1988, bearing interest as above provided, payable February 1, 1989, and semiannually thereafter on August 1 and February 1 in each year. The Refunding Bonds shall mature serially on February 1 in the years and amounts as follows: Year Amount 1994 X355,000 1995 400,000 1996 420,000 1997 455,000 1998 810,000 1999 835,000 1.03. In order to comply with the provisions of Section 475.54, Subdivision 1 of the Act, the maturity schedule of the Refunding Bonds is hereby combined with the 1989 through 1993 maturities of the City's General Obligation Redevelopment Refunding Bonds of 1983, dated May 1, 1983 (Refunded Bonds) as permitted by .Section 475.54, Subdivision 2 of the Act. Resolution No. 7453 -2- 1.04. The City may elect on February 1, 1997 and on any interest payment date thereafter, to repay Refunding Bonds due on or after February 1, 1998. Redemption may be in whole or in part of the Refunding Bonds subject to prepayment. If redemption is in part, those Refunding Bonds remaining unpaid which have the latest maturity date will be prepaid f inst. If only part of the Refunding Bonds having a common maturity date are. called for prepayment the specific Refunding Bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a rice of par and accrued interest. ' 1.05. The Refunding Bonds shall be issuable only in fully regis- tered form. The interest thereon and, upon surrender of each Refund- ing Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar idescribed herein. 1.06. Dates; Interest PE be dated. as of the last inter authentication to which inter available for payment, unlesf interest payment date to whic able for payment, in which car of the date of authentication prior to the first interest p~ Bond shall be dated as of the the Refunding Bonds shall be each year, commencing February as of the close of business preceding month, whether or nc yment Dates. Each Refunding Bond shall est payment date preceding the date of est on the Bond has been paid or made (i) the date of authentication is an z interest has been paid or made avail- e such Refunding Bond shall be dated as or (ii) the date of authentication is yment date in which case such Refunding Sate of original issue. The interest on payable on February 1 and August 1 in 1, 1989, to the owner of record thereof ~n .the fifteenth day of the immediately t such day is a business day. 1.07. Registration. Pursuant to the Act the City shall appoint, and shall maintain, 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 shall be as follows: (a) Register. TheRegistrar shall keep at its principal corporate trust office ~ bond register in which the Registrar shall provide for the registration of ownership of Refunding Bonds and the registration of transfers and exchanges of Refund- ing Bonds entitled to beregistered, transferred or exchanged. (b) Transfer of Bot Refunding Bond duly endo accompanied by a written factory to the Registrar thereof or by an attorne} in writing, the Registra~. name of the designated t~ Refunding Bonds of a lib ity, as requested by the close the books for ri fifteenth day of the mop and until such interest ~ ds. Upon surrender for transfer of any used by the registered owner thereof or instrument of transfer, in form satis- duly executed by the registered owner. duly authorized by the registered owner shall authenticate and deliver, in the ansferee or transferees, one or more new e aggregate principal amount and matur- transferor. The Registrar may, however, gistration of any transfer after the th preceding each interest payment date avment date. (c) Exchan a of Bo!~ds. Whenever Refunding Bonds are surrendered by the regi tered owner for exchange the Registrar shall authenticate and deliver one or more new Refunding Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or phe owner's attorney in writing. (d) Cancellation. Refunding Bonds. surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the .City. (e) Improper or Unauthorized Transfer. When a Refunding Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same .until it is satisfied that the endorsement on the Refunding 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 City and the Registrar may treat the person in whose name a Refunding Bond is at any time registered in the bond register as the absolute owner of such Refunding Bond, whether such Refunding Bond shall be overdue or not, for the purpose of receiving payment of, oz on account of, the principal of and interest on such Refunding Bond and for all other purposes, and all such payments so made to any such regis- tered owner or upon the owner's order shall be valid and effectu- al 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 ex- change of Refunding Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge .required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Refunding Bond shall become mutilated or be destroyed, stolen or lost,. the Registraz shall deliver a new Refunding Bond of like amount, number, maturity date and tenor in exchange and substi- tution for and upon cancellation of any such mutilated Refunding Bond or in lieu of and in substitution for any such Refunding Bond destroyed, stolen or lost, upon the payment of the reason- able expenses and charges of the Registrar in connection there- with; and, in the case of a Refunding Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Refunding 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 City and the Registrar shall be named as obligees. All Refunding Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Refunding Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Refunding Bond prior to payment. (i) Redemption. In the event any of the Refunding Bonds are called f.or redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the zedemption 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 Refunding Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing said notice in the manner required by law. Failure to give such notice by publica- Resolution No. 7453 ~4- tion or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding .for the redemption of Refunding Bonds. All Refunding Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at ghat time. 1.08. Appointment of In points National City Bank of the initial Registrar. The H execute. and deliver, on beh Registrar. Upon merger or con corporation, if the resulting authorized by law to conduct i authorized to act as successor reasonable and customary chat performed. The City reserves 30 days' notice and upon the ~ which event the predecessor Refunding Bonds in its possess deliver the bond register to each principal or-interest d~ Board, the Finance Manager f sufficient for the payment of .tial Registrar. The City hereby ap- Minneapolis, Minneapolis, Minnesota, as ~yor and the Manager are authorized to elf of the City, a contract. with the ~olidation of the Registrar with another corporation is a bank or trust company uch business, such corporation shall be Registrar. The City agrees to pay the ges of the Registrar for the services the right to remove the Registrar upon ppointment of a successor Registrar, in Registrar shall .deliver all cash and lon to the successor Registrar and shall the successor Registrar. On or before e date, without further order of this hall transmit to the Registrar moneys ill principal and interest then due. 1.09. Execution, Authen',tication and Delivery. The Refunding Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the City by the signatures of the Mayoi and the Manager, 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 Refunding Bonds shall cease to, be such officer before the delivery of any Refunding 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 Refunding Bond shall be validIor obligatory for any purpose or enti- tled to any security or benefit under this Resolution unless and 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 Refunding Bonds need not be signed by the same representative. The .executed certificate of authentication on each Refunding Bond shall be conclusive evidence that it has been authenticatedjand delivered under this Resolution. 1.10. Delivery. When the Refunding Bonds have been so prepared, executed and authenticated, th Finance Manager shall deliver the same to the Purchaser thereof uponpayment of the purchase price in accor- dance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 1.11. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Refunding Blonds, one or more typewritten temporary bonds in substantially the form set forth in Section 2 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 shah be exchanged therefor and cancelled. i Resolution No. 7453 -5- Section 2. Form and Execution. 2.01. The Refunding Bonds. shall be printed in substantially the following form: ' [Face of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATIOr REFUNDING REDEVELOPMENT BOND OF 1988 Date of Rate Maturity Original Issue CUSIP October 1, 1988 No. ~ The City of Richfield, a duly organized and existing munici- pal corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received hereby promises to pay to or registered assigns, the principal .sum of THOUSAND DOLLARS (~ ,000) on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1, 1989, 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. 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 National City Bank of Minneapolis, Minneapolis, Minnesota, as Transfer Agent, Bond Registrar, Authenticating Agent, 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 City have been and are hereby irrevocably pledged. The CYty may elect on February 1, 1997, and on any interest payment date thereafter, to prepay Bonds of this issue due on or after February 1, 1998. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remain- ing~unpaid which have the latest maturity date will be prepaid first. If only part of the Bonds having a common maturity date are called foz prepayment the specific Bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a price of par and accrued interest to date of redemption. 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. Resolution No. 7453 This Bond shall not purpose or be entitled to any until the Certificate of Auth cuted by the Bond Registrar by ized representatives. IN WITNESS WHEREOF, Minnesota, by its City Council its behalf by the facsimile s has caused this Bond to be dat Dated: (facsimile) City Manager -6- be valid or become obligatory for any oecurity or benefit under the Resolution :ntication hereon shall have been exe- manual signature of one of its suthor- the City of Richfield, Hennepin County, has caused this Bond to be executed on Lgnatures of the Mayor and Manager and sd as of the date set forth below. CITY OF RICHFIELD, MINNESOTA (facsimile). Mayor CERTIFICATE OF AUTHENTICATION .This is one of the tion mentioned within. s delivered pursuant to the Resolu- NATIONAL CITY BANK OF MINNEAPOLIS By Authorized Representative se of the Bond] This bond is one of an issue of bonds in the total principal amount of X3,275,000, all of 1'dke original issue date and tenor except as to interest rate, maturity and redemption privilege, all issued by the City pursuant to a resolution adopted by the City Council on September 12, 1988 (Resolution) for the purpose of providing money to refund, pursuant to Minnesota Statutes, Section 475.67, in advance of their maturity and at their redemption date, a portion of the out- standing principal amount of ,certain general obligation bonds of the City. The Bonds of this issue have been issued for the purpose of providing money sufficient ~or a crossover refunding pursuant to Minnesota Statutes, Section 475.67, Subdivision 13, on February 1, 1993, of the 1994 and subsequent maturities of the City's General Obligation Redevelopment Refunding Bonds of 1983, dated May 1,.1983. This bond is payable out of the Escrow Account and Debt Service Account in the City's Redevelopment Refunding Bonds of 1988 Fund, to which tax increments resulting from increases in assessed valuation of real property in a Redevelopm~~ent Project Area in the City have been Resolution No. 7453 -7- duly pledged by the Resolution. This Bond constitutes a general obligation of the City and, to provide moneys for the prompt and full payment of its principal and interest as the same became due, the full faith and credit of the City is hereby irrevocably pledged, the City Council will levy ad valorem taxes, if required for such purpose, which taxes may be levied on all of the taxable properly in the City without limitation as to rate or amount. The bonds of this series are issued in denomination of $5,000 or any integral multiple thereof, of single maturities. As provided in the Resolution and subject to certain limita- tions set forth therein, this Bond is transferable upon the books of the City at the principal office of the .Bond Registrar, by the regis- tered owner hereof in person or by the owner's attorney duly author- ized in writing upon surrender hereof together with a written instru- ment of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surren- dered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond oz 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 things required by the charter of the City, 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 issu- ance 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 Refunding Bond, following a full copy of the legal opinion.) Resolution No. 7453 I certify that the above legal opinion rendered by bony City of Richfield, Hennepin within Bond, dated as of the ~ Bonds. (Facsimile Signature) City Clerk The following abbreviations, when used in the inscription of the face of this Bond, shall be construed as though they were. written out in full according to applicablle Laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties ', under Uniform Gifts or Transfers to Minors JT TEN -- as joint tenants wit'~,h right of survivorshi~~p and Act . i not as tenants in common (State) ASSIGNMENT For value received,l~ the undersigned hereby sells, assigns and transfers unto 'i Additional abbreviations may also be used though not in the above list. -8- is a full, true and correct copy of the counsel on the issue of Bonds of the County, Minnesota, which includes the ate of delivery of and payment for the F GIFT MIN ACT Custodian (Gust) (Minor) the within Bond and all rights there- under, 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.i 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, with- out alteration or any change whatever. Signature Guaranteed: Resolution No. 7453 -9- 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. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee 2.02. The Clerk shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Rennedy, O'Brien & Drawz, a Profes- sional Association, Minneapolis, Minnesota, which shall be complete except as to dating thezeof and shall cause the opinion to be printed on each Refunding Bond, together with a certificate to be signed by the facsimile signature of the Clerk in substantially the form set forth in the form of bond. The Clerk is hereby authorized and direct- ed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City offices. Section 3. Refunding Bonds: Security. 3.01. Refunded Bonds. The outstanding bonds of the City to be refunded by the Refunding Bonds are referred to in this Resolution as the "Refunded Bonds" and consist of X4,500,000 General Obligation Redevelopment Refunding Bonds of 1983, dated May 1, 1983 of which X3,160,000 in principal amount is subject to redemption on February 1, 1993. " 3.02.. Fund and Accounts. For the convenience and proper admin- istration of the moneys to be borrowed and repaid on the Refunding Bonds and the Refunded Bonds, and to make adequate and specif is security to the Purchaser and holders from time to time of the Refund- ing Bonds and Refunded Bonds, there is hereby created a special fund to be designated the "Refunding Redevelopment Bonds of 1988 Fund" (Fund) to be administered and maintained by the Finance Manager as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Refunded Bonds have been paid and until all of the Refunding Bonds and the Resolution No. 7453 -10- interest thereon shall have $een fully paid. There shall be main- tained in the Fund two separatllle accounts, to be designated the "Escrow Account" and "Debt Service Account", respectively. (i) Escrow Account . The Escrow Account shall be maintained as an escrow account with National City Bank. of Minneapolis, (Escrow Agent) in Minneapolis, Minnesota, which is a suitable financial institution within the State whose deposits are insured by the Federal Deposit I~surance Corporation and whose combined capital and surplus is npt less than X500,000. All proceeds of the sale of the Refunding Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Refunding Bon~lds. Proceeds of the Refunding Bonds not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow Account, together with all 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 re- quired 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 leach Refunding Bond to and including February 1, 1993 (Redemption Date), and to pay when due upon redemption on the Redemption Date, the principal amount of each of the Refunded Bonds. From the Escrow Account there -shall be paid (1) all interest paid on, or to be paid on, or to accrue on, the Refunding Bonds to and including the Redemption Date, and (2) the principal of the Refunded Bonds due by reason of redemption on the Redemption Date. (The Escrow Account shall be irrevocably appropriated to the. payment of the principal of and interest on the Refunding Bonds until the proceeds of the Refunding 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 accordance with an the Escrow. Agreement (hereafter defined) by and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of the Esczow Agreement ~~~shall be deposited in the Debt Service Account. (ii) Debt Service Account. To the Debt Service Account there is hereby pledged land irrevocably appropriated and there shall be credited: (1) any balance remitted to the City upon the termination of the Escrow Agreement; (2) any balance remaining on February 2, 1993, in th~ Debt Service Account for the Refunded Bonds created by the resolution authorizing the sale of Refunded Bonds (Prior Resolution,); (3) any collections of all taxes hereafter levied for the payment of the Refunding Bonds and interest thereon; (4) all investment earnings on funds in the Debt Service Account; (5) all taxes collected after February I, 1993, pursuant to levies, if any, made in the Prior Resolution which levies shall not 1, be cancelled except as permitted by Section 475.61, Subdivision 3 of the Act; (6) all Tax Increments Resolution No. 7453 -11- (as defined in the Prior Resolution) received by the City from the Project Area (as defined in the Prior Resolution); (7) accrued interest (if any) received upon delivery of the Refunding Bonds to the extent not required to fund the Escrow Account; and (8) 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 surplus remaining in the Debt Service Account when the Refunding Bonds and interest thereon are paid shall be used as provided in Section 475.61, Subdivision 4 of the Act. 3.03. Use of Debt Service Account. The moneys in the Debt Service Account shall be used solely to pay the principal of and interest on the Refunding Bonds or any other bonds hereafter issued and made payable from the Fund. No portion of the proceeds of the Refunding Bonds shall 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 (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Refunding Bonds were issued, and (2) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of the Refunding Bonds or $100,000. To this effect, any proceeds of the Refunding Bonds and 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 Refunding Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be invested without regard as to yield shall 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 Refunding 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 instrumentality thereof if and to the extent that such investment would cause the Refunding Bonds to be ';federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue .Code of 1986, as amended (Code). 3.04. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Refunding Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City together with Tax Increments pledged by the Prior Resolu- tiop shall be and are hereby irrevocably pledged to the payment of the Refunding Bonds. If the balance in the Escrow Account or Debt Service Account is ever insufficient to pay all principal and interest then due on the Refunding Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Escrow Account or Debt Service Account when a sufficient balance is available therein. 3.05. Filing. The Clerk is directed to file a certified copy of this resolution with the Director of Property Taxation of Hennepin County and to obtain the certificate required by Section 475.63 of the Act. Resolution No. 7453 i, -12- 3.06. Compliance with Lbw: Adequacy of Revenues. It is deter- mined that the estimated collection of Tax Increments hereby pledged to the payment of the Refunded Bonds and the Refunding Bonds are adequate to comply with the provisions of Section 475.61 of the Act and that no tax levy is needed at this time. 3.07. Refunding Bonds: Security. Until redemption of the Refunded Bonds all provisions made for the secur#ty thereof by the Prior. Resolution shall be observed by the City. The Prior Resolution is hereby supplemented to the extent necessary to give full effect to the provisions of this Resolution. Section 4. Refunding: Findings: Escrow: Redemption of Refund- ed Bonds. 4.01. It is hereby foun~ and determined that, based upon infor- mation presently available to~ the City the issuance of the Refunding Bonds will result in a reduction in interest cost to the City on the Refunded Bonds in the amount of X78,350.77 the present value of which amount is X51,494:11. 4.02. As of the date of jdelivery of and payment for the Refund- ing Bonds the proceeds (Proce~'ds) of the sale of the Refunding Bonds, in the amount of $3,211,140.6'i0, are hereby pledged. and appropriated and-shall be deposited in. the'IEscrow Account. The City shall pay the reasonable charges of the Escrow Agent for its services. 4.03. The City hereby 'finds and determines that the Proceeds available and appropriated tothe Escrow Account will be sufficient together with the permitted earnings on the investment of the Escrow Account to pay at redemption a,ll of the .principal of, interest on and. redemption premium (if any) on~~the Refunded Bonds. 4.04. Securities purchased from the monies in the Escrow Account shall be limited to securities specified in Section 475.67, Subdivi- sion 8 of the Act. Securities purchased for the Escrow Account shall be purchased simultaneously with the delivery of and payment for the Refunding Bonds. The Mayor an~ Manager are authorized and directed to purchase such securities on behalf of the City. 4.05. The Refunded Bondsmaturing on February 1, 1994 and there- after 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 to the Escrow Agreement as Exhibit C-1 which terms and conditions are hereby approved and incorporated herein by reference. The Clerk is hereby authorized and directed to forthwith publishthe Notice of Call for Redemption in a publication qualified under Section 475.54 of the Act and to send written notices of call to the paying agent or registrar for the Refunded Bonds, provided ti~at published notice alone shall be effective. Resolution No. 7453 -13- 4.06. On or prior to the delivery of the Refunding Bonds, the Mayor and the Manager are hereby authorized and directed to execute and deliver on behalf of the City an escrow agreement (Escrow Agree- ment) with the Escrow Agent in substantially the form~now on file with the Clerk. All essential terms and conditions of the Escrow Agreement are hereby approved and adopted and made a part of this. resolution, and the City covenants that it will. promptly enforce all provisions thereof in the event of default thereunder by the Agent. 4.07. When all Refunding Bonds and all interest thereon, have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the holders of the Refunding Bonds shall cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the princi- pal of and~~interest on the Refunding Bonds shall remain in full force and effect. The City may discharge all Refunding 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; if any Refunding 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 to the date of such deposit. The City may also at any time discharge and defease the Refunding Bonds in their entirety by complying with the provisions of Section 475.67, Subdivisions 4 to 13 of the Act, 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 refunding bonds as therein provided without the consent of any Bondholders. Section 5. Authentication of Transcript. 5.01. The officers of the City are hereby authorized and direct- ed to prepare and furnish to the Purchaser and to the attorneys approving the legality of the issuance of the Refunding Bonds, cer- tified copies of all proceedings and records of the City relating to t'he Refunding Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Refunding bonds as the same appear from the books and records under their custody and control or as otherwise known to them, .and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 5.02. The Mayor, Manager and Finance Manager are hereby author- ized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of ,the Refunding Bonds and that to the best of their knowledge and belief the official statement is a complete and accurate represen- tation of the facts and representations made therein as of the date of the Official Statement. Resolution No. 7453 Section 6. Tax Matters. 6.01. Tax Covenants. holders from time to time of t or permit to be taken by any action which would cause the i subject to taxation under t promulgated thereunder, in ei that it will take, or cause it all affirmative actions with ensure that such interest wi: the Code and applicable Treasc as hereafter amended and made 6.02. .Tax-Exempt Status comply with requirements nee City's legal authority to es~ gross income under Section 1 Refunding Bonds, including wit temporary periods for investm a yield greater than the yiel~ investment earnings to the Unj 6.03. Compliance with C to Section 1313(b) of the compliance with certain prov 1986, as amended (the Code). of the Code relating to pub Section 174(g) of the Code r financed by the issue. In sections the City Council wi September 26, 1988. The Cle: official newspaper in substa In addition, costs of issua~ will be limited to 2X of such Section 7. Miscellane -14- The City covenants and agrees with the he Refunding Bonds that it w111 not take of its officers, employees or agents any nterest on the Refunding Bonds to become he Code, and the Treasury Regulations 'fect at the time of such actions, and s officers, employees or agents to take, Ln its power that may be necessary to .1 not become subject to taxation under ry Regulations, as presently existing or applicable to the Refunding Bonds. of the Bonds; Rebate. The City shall essary under the Code and within the :ablish and maintain the exclusion from 03 of the Code of the interest on the bout limitation requirements relating to :nts, limitations on amounts invested at l on the Bonds, and the rebate of excess ted States. de. The Bonds are being issued pursuant ax Reform Act of 1986, which requires sions of the Internal Revenue. Code of These provisions include Section 147(f) is approval of private activity bonds, lating to restriction of issuance costs rder to comply with the aforementioned 1 hold a public hearing on the Bonds on shall publish notice of hearing in the tially the form attached as Exhibit A. :e financed with Proceeds of the Bonds Proceeds. 7.01. The actions of the' City officers and financial advisers in preparing the Official State~ent and negotiating the sale of the Refunding Bonds in accordance with Section 475.60, Subdivision 2(5) are ratified and confirmed. 7.02. Resolution No. 7439, adopted by this Council on August 22, 1988 is rescinded. ~s~ Passed by the City Council of the City ichfi t 12th day of September, 1988. ~ f 5~en 0. Qu ~ Mayor ATTEST: i homas P. Ferber 'I City Clerk __ -- -_____