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HomeMy WebLinkAboutCCRes_99-15f'IA`i' 21 1999 1049 FR L.S.« D 6512227644 TO 35~4tt6429tt3tt9165 P . ©3i 19 Councilperson ~ b 5 on~~ ~mtroduced the following resolution and moved its • adoption: RESOLUTION N0. 99-~ S RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1,580,000 GENERAL OBLIGATION Il~IPROVEMENT BONDS, SERIES 1999A BE IT RESOLVED by the City Council of the City of Falcon Heights, Minnesota (the "Issuer"), as follows: Section 1. Authorization and Sale. (a) This Council, by its Resolution No. 98-32, duly adopted on December 16, 1998, authorized the issuance and public sale of its General Obligation Improvement Bonds, Series 1999A (the "Bonds' in the approximate principal amount of $1,580,000, to finance the 1999 NE Quadrant stireet improvements project consisting of the following specific street improvements: Asbury Street, Crawford to Roselawn Simpson Street, Crawford to Roselawn Pascal Street, Larpenteur to Roseiawn • Holton Street, Larpenteur to Roselawn Albert Street, Ruggles to Roselawn Ruggles Avenue, Snelling to Hamiine Crawford Avenue, Simpson to Pascal Garden Avenue. Hohon to Hamline (b) This Council has previously ordered the foregoing improvements in accordance with Minnesota Statutes, Sections 429.031 and 429.091. (c} Pursuant to the Terms of Proposal, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt thereof. The proposals have been opened and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of of (the "Purchaser', to purchase the Bonds at a price of $ ) ti 5 $N, oo D plus accrued interest on all Bonds to the day of delivery and paymeat, on the further terms and conditions hereinafter set forth. (d) The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Administrator 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 proposal. The good faith check of the Purchaser shall be retained and deposited by the Issuer urrtil the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. The good faith checks of other bidders shall be returned to them forthwith • 2 • MFIY 21 1999 1©~ 49 FR L. S. ~ D 6512227644 TO 35~4tt6429tt3tt9165 P. ©4<'19 Section 2. Bond_T_erms: Regi tration_ Execution and I3eliverv. 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 Coeuicil 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 Pavmerrt. The Bonds shall be designated as General Obligation Improvement Bonds, Series 1999A, shall be originally dated as of June 1, 1999, shall be in denominations of $5,000 or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall beaz interest from date of issue until paid or duly called for redemption at the annual rates set forth opposite such years aad amounts, as follows: Year punt Interest Rate Year Amount Interest Rate 2001 $175,000 2006 IS0,000 2002 185,000 2007 155,000 2003 135,040 2008 160,000 2004 135,000 2009 165,000 2005 145,000 2010 175,000 'The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond ai the principal office of the Registrar described hereia, 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 be dated by the Registraz on the date of its authentication and delivery. The date inserted on each bond shall be the last interest payment date to which interest has been paid, or if no interest has been paid, ~ une 1, 1999. The interest on the Bonds shall be payable on February 1 and August 1 in each ycaz, commencing February 1, 2000, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.04. Redemption. (a) The Bonds maturing an aad after February 1, 2007 shall be subject to redemption in advance of their respective stated maturity dates beginting on February 1, 2006 and on any date thereafter in whole or in part at a redemption price of paz plus accrued interest. If redemption is in part, the Lssuer may select the maturities, or portions thereof, to be redeemed. Bonds shall be selected for redemption by lot within a maturity. (b) If Bonds are to be redeemed prior to their stated maturity, the issuer shall give, or cause the Registrar (defined below) to give notice of redemption_ • i~s6se~.o~ L. S. ~~ D 6512?276~ TO 35©~tt6429tt3ts9165 P. 0519 Section 2.05. Notice of Redemption. At least thirty (30} days prior to the date set for redemption of any Bond, the Issuer shall cause notice of the call for redemption to be mailed to the registered owner of each Bond to be redeemed, 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. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions thereof 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 sha11 default in the payment of the redemption price} such Bonds or portions thereof shall cease to bear interest. 2.06. Appointment of Initial Rem. The Issuer hereby appoints = U.S. Bank Trust National Association. Saint Paul' Minnesota, as the initial bond registrar, transfer agent and paying agent (the "Registrar") for the Bonds. The Mayor and City Administrator 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 tract company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty 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. • 2.07. Reg,~shation. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) a 'stcr. The Registrar shall keep at its principal corporate trust ooBce a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges ofBonds 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, is form satisfactory to the Registrar, duty executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a trice 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 and . Whenever any Bonds are surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of alike aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. • 1?96697.0~ (d) Cancellation. All Bonds sunendered upon any transfer or exchange shall be promptly canceled by the Registraz 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. 'Ihe 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 the Bond to the extent of the sum or sutras so paid (g) Taxes. Fees and Chazges. For every transfer or exchange of Bonds the Registraz 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 Destrovcd Bonds. In case any Bond shall become • mutilated or be destroyed, stolen or lost, the Registraz shall deliver a new Bond of like amount, number, maturity date and tenor in exchange aad 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 Registraz of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, aad upon fiunishing to the Registraz of an appropriate bond or indemnity inform, 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 canceled 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} AuthenticatinQ,~ggnt. The Regishar is hereby designated authenticating agent for the Bonds, within the meaaing of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 2.08. Execution, Authentication and Detiverv_, The Bonds shall be prepazed under the direction of the City Administrator and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Administrator, provided that the signatures may be printed, engraved or lithographed facsimiles ofthe 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 • ~~sssa~.oi 5 he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or • obligatory for any purpose or entitled tv 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 Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been 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 salt heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2A9. l~pok-Entry System: Limited Obligation of Issuer. (a) The Bonds wiII be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.OZ hereof: Upon initial issuance, the ownership of each such Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for 'Ihe Depository Trust Company, New York, New Yorlc, and its successors and assigns (the "Depository~~. Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of the Depository. (b) With respect to Bonds registered is the registration books kept by the Registrar in the name of Cede & Co., as nominee of the Depository, the Issuer, the Registrar • and the Paying Agent will have no responsibility or obligation to any broker dealers, banks ository holds Bonds as and other financial institutions from time to time for which the De p securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds (the "Beneficial Owners', including but not limited to any responsrbility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Participant with respect to any ownership interest in the Bonds, {ii) the delivery to any Participant or any otb~r person other than a registered owner of Bonds, as shown by the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any Beneficial Owner, other than a registered owner of Bonds, or any amount - with respect to principal ofy premium, if any, or interest on the Bonds. The Yssuer, the Registrar atxi the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond fvr the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal oil premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the regisstrzation books kept by the Bond Registrar, and all such payments will be valid and effectual bo fully satisfy and discharge the Issuer's obligations with respect to payment of principal of; premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by the Depository to the City Adaninistrator of a written notice to • ~~.o~ 6 the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of the Depository; and • upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Bond Registrar and Paying Agent, if the Registrar or Paying Agent is other than the City Administrator. (c) Reptesentation_Letter_ A blanket letter of representation is on file with the Depository. (d) Termination of Book-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law. The Issuer may teaninate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as secundes depositary or the continuation of the system of book-antry transfers through the Depository is ryot in the best interests of the Issuer or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding Paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the Issuer, is willing and able to assume such functions upon reasonable or customary terms, or if the Issuer determines that it is in the best interests of the Issuer or the Beneficial Owncn of the Bands that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shat! no longer be registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with Section 2.tX. To the extent that the Beneficial Qwners art designated as the transferee by the Holden, in accordance with Section 2.06 hereof, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (d) shall Iimii or restrict the provisions of Section 2.06. Remainder of page intentionally left blank. 179668201 7 • Z.10. Form of Bonds. The Bonds shall be prepazed in subsianiially the following form: [Face of the Bonds UNITED STATES OF AMERICA o No. STATE OF MII~tNESOTA $ COUNTY OF RAMSEY CITY OF FALCON HEIGHTS GENERAI, OBLIGATION IlVIPRO~~EMENT BOND, SERIES 1999A Interest Maturity Date of Rate Date Original Issue CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF FALCON HEIGHTS, COUNTY OF RAMSEY, MINNESOTA (the "Issuer"}, acknowIcdgcs itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal sum specified above on the maturity date specified above, and to pay interest thereon from the date hereof at the armual rate specif ed above, payable on February 1 and August 1 in each year, commencing February 1, 2000, 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 hereon and, upon presentation and sture~nder hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by ~ U.S. Bank Trust. National Association. is Saint Paul Minnesota, as Bond Registrar 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, credit and taxing powers of the Issuer have been and arc hereby irrevocably pledged. This Bond is one of a series in the aggregate principal amount of $1,580,000, all of Ice date and tenor, except as to maturity date, interest rate and denomination, issued, pursuant to a resolution adopted by the City Council on May ^ Z6, 1999 (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 enabliztg, including Minnesota Statutes, Chapters 429 and 475. The Bonds of this series are issuable only as fully registered bonds, in denominations of X5,000 or any integral multiple thereof, of single maturities. • 17%687.01 • Bonds of this series have been designated as "qualified tax-exempt obligations" pursuant to Section 2b5(b)(3) of the Internal Revenue Code of 1986. 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 Registraz, 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 Registrar, duly executed by the registered owner or the owner's attorney; anti 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, beazing 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. TT 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 tetras, 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, which special assessments, together with ad valorem taxes levied by the Issuer, will be collecttble for the years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Bonds of this series when due, and has appropriated such special assessments to its Series 1999A Improvement Bond Sinking Fund for the payment of such principal and interest; that if necessary for payment of such principal and interest, ad valorem taxes are required to be levied upon alI 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 indcbtcdncss of the Issuer to exceed any constitutional or statutory limitation of indebtedness. 1796687.0! • 9 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 Registraz by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Falcon Heights, County of Ramsey, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the printed facsimile signatures of its Mayor and City Administrator, and bas causal this Bond to be dated as of the date set forth below. • 1796667.01 • 10 Dated: ,1999 • Attest: (facsi~el City Administrator CERTIFICATE OF AiJTHENTICATION CITY OF FALCON HEIGHTS, MINNESOTA !facsimile) Mayor This is one of the Bonds dclivcrcd pursuant to the Resolution mentioned within. Authorized Representative • 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 teaaats in common (Gust) {Minor) TEN ENT - as tenaats by entireties TT TEN - as joirmt tenants with right of survivorship and not as tenants in common UTMA as Custodian for under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. as Registrar By 1796687.0 . 11 (Form of certificate following a full copy of the legal opinion} • • We certify that the above is a full, true and correct copy of the Iegat opinion rendered by Bond Counsel on the issue of Bonds of the City of Falcon Heights, Ramsey County, Minnesota, which includes the within Bond, dated as of the date of original delivery of and payment for the Bonds. !Facsimile Si~naturel City Administrator (~acsimil Signature) Mayor i~a6azo, . 12 ASSIGN For value received, the ~mdersigned 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 bask or trust company or by a • brokerage firm having a membership in one of the major stock exchanges. PLEASE INSERT SOCIAL SECURITY OR OTHER IDEI~fTIFYING NUMBER OF ASSIGNEE: -~~~.o~ . 13 MA1' 21 1999 10~ S~ FR L. S. u D 651222'T6~34 TO 3504ti6429ii3tt9165 P.15~'19 Section 3. Use of Proceeds. There is hereby established on the official books and • records of the Issuer a Series I999A Improvement Construction Fund (the "Construction Fund', and the Finance Director shall continue to maintain the Construction Fund until payment of all costs and expenses incurred in connection with the construction of the local improvements financed by the Bonds have been paid To the Construction Fund there shall be credited from the proceeds of the Bonds, exclusive of unused discount and accrued 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 financed by the Bonds, 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 funds or accounts established for construction of other impmvemeats instituted pursuant to Minnesota Statutes, Chapter 429. All special assessments on hand in the Construction Fund when terminated or thereafter received, and aay Bond proceeds not so transferred, shall be credited to the Series 1999A Improvement Bond Sinking Fund of the Issuer. All proceeds of the Bonds deposited in the Conshuction Fund will be expended solely for the payment of the costs of the improvements refeaed to in Section 1 hereof (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 pablic on a substantially equal basis. The Issuer shall not enter into a~ lease, use or other agreement with any nvn-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 I41 of the Iriteraal Revenue Code of 1986, as amended {the "Code'. • Section 4. Series 1999A Improvement Band Sinking_Fund. So Long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the Series 1999A Irnprovcment 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 = ~1,~Q received from the Purchaser; (b} all taxes and special assessments levied and collected in accordance with this Resolution; and (c) all other moneys as shall be appropriated by the City Council to the Bond Fund from time to time. If the balance in the Bow Fund is at any time insuffcieat to pay all interest and principal then due on all " Bonds payable therefrom, the payment shall be made fiiom 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 cash year levy a sufficient amount of ad valorem taxes to fully pay any accumulated or anticipated deficiency, which levy is not subject to any constittrtional or statutory limitation. Section S. special Assessments. 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 Iess than 20% of the cost of the improvements financed by the Bonds. The Issuer has levied or expects to levy assessments in the aggregate principal amo~mt of $502,000. The principal of the assessments shall be payable in not more than ten installments, with interest on unpaid »~e~.o~ • 14 installments thereof from time to time remaining unpaid at a rate authorized pursuant to Minnesota Statutes, Chapter 429. It is estimated that the principal and interest on such special assessments will be collected in the years and amounts as follows: Levy Collection Y~ Year Amount 1998 2000 0 1999 2001 ~ 2000 2002 a 2001 2003 n 2002 2004 a 2003 2005 - 2004 2006 ~ 2005 2007 ^ 2006 2008 2007 2009 e 2008 201 ~ • In the event any such assessment shall at any time be held invalid with respect to any Iot 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, tha Issuer hereby covenants and agrees that will forthwith do all such f other things and take atl such finther proceedings as shall be required by law to make such assessment a valid and binding Iien upon said property. Section 6. Pledge of 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. There is hereby levied in each of the following years, the following amounts to pay debt service on the Bonds: Levy Collection Year Year 1998 2000 ^ 1999 2001 ~ 2000 2002 - 2001 2003 ~ 2002 2004 - 2003 2005 ~ 2004 2006 n 2005 2007 Amoun 1796667.01 • 15 - 2006 2008 ^ 200'7 2009 ~ 2008 2410 It is estimated that the collections of special assessments as set forth in Section 5, plus the annual ad valorem tax lcwies sct forth above, wiII produce amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds. Section 7. Defcasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any daft 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 ~ paid when due, it may neveRheless 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 airy date whey 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 duty given as provided herein. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or • callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or earlier designated redemption date. Section 8. Reeistration of Bonds. The City Administrator is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Ramsey County, together with such additional information as the Auditor may require, and to obtain from the Auditor a cemficate that the Bonds have been duly entered upon the Auditor's bond register. Section 9. Authentication of Transerivt. The officers of the Issuer and the Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Leonard, Street and Deinard, Professional Association, Boad 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 Iaiown to them, and all such certified copies, affidavits and certificates, including any herdofore furnished, shall be deemed representations of the Issuer as bo the correctness of all statements contained therein. i~sase~.o, . 16 Section 10. Tax Covenant: Arbitrage Certificate. (a) The Issuer covenants and agrees with the holders from tune to time of the Bonds herein authorized, that it will not take, or pemut to be taken by any of its officers, employees or agents, any action which would cause the interest payable oa 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 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 aad City Administrator 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 1.148-0 throagh I.I48-1 I of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the daze 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 1 i. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general taxing powers, that none of the Bonds is a "private activity bond" within the meaning of Section 141 of the Code, that 95% or more of the net 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 bonds) issued by the issuer and all subordinate entities thereof during the year 1999 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(C) of the Code, the Issuer shall not be required to comply with the arbitrage rebate requirements of paragraphs (Z) and (3) of Section 148(f} of the Code. Section 12. Oualified Tax-Exempt Obli 'ons. The City Council hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(bx3) 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 (wiihia the meaning of Section 265(b)(3} of the Code) which will be issued by the Issuer and all subordinate entities during calendar year 1999 does not exceed $10,000,000. Section 13. Official Statemenrt. The Official Statement rcIating to the Bonds, dated . 1999, 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 maybe appropriate concerning the accuracy, completeness and sut~ciency thereof. Mayor Attest: City Administrator ]796687.Oj . 17 The motion for the adoption of the forcgoing resolution was duty seconded by Councilperson and, upon vote being taken thereon, the following voted in favor thereof • • and the following voted against the same: whereupon the resolution was declared duly passed aad adopted. i79fi687.01 18 rac TOTAL PAGE .19 **