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HomeMy WebLinkAboutRES 88-024 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $875,000 GENERAL OBLIGATION-REVENUE WATER SYSTEM BONDS, SERIES 1988A Meeting Sheet 11111 11111111 gill I.... 1111111111111 101606 Box: 21 Folder: RES 1988 Document: RES 88-024 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $875,000 GENERAL OBLIGATION- REVENUE WATER SYSTEM BONDS, SERIES 1988A CERTIFICATION OF MINUTES RELATING TO $ 875 ,000 GENERAL OBLIGATION-REVENUE WATER SYSTEM BONDS, SERIES 1988A Issuer: City of St . Anthony, Minnesota Governing Body: City Council Kind, date, time and place of meeting : A regular meeting held Tuesday, June 28, 1988 at 7 : 30 o 'clock P.M. , at the City Hall in St . Anthony, Minnesota . Members present : Sundland, Marks, Ranallo, Makowske, Enrooth Members absent : None Documents Attached: Minutes of said meeting ( including) : RESOLUTION NO. 88-024 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $875 ,000 GENERAL OBLIGATION-REVENUE WATER SYSTEM BONDS, SERIES 1988A I , the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds ; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this �$ day of June, 1988 . • Carol L Johnson City Clerk The Clerk presented to the Council affidavits showing publication in the official newspaper and the Commercial West of a notice of sale of approximately $875, 000 General Obligation-Revenue Water System Bonds, Series 1988A, of the Issuer, for which sealed bids were to be received and considered at this meeting in accordance with the resolution adopted by the Council on May 24 , 1988 . Said affidavits were examined and found satisfactory , and directed to be placed on file in the office of the Clerk. The Clerk then announced that sealed bids had been received prior to 11 : 00 A.M. pursuant to said notice of call for bids, which bids had been opened, read and tabulated, • and the highest and best bid of each bidder was found to be as follows : Bid For Interest Dollar Interest Cost Name of Bidder Principal Rate - Net Average Rate (See attached sheet) • • Councilmember Marks then introduced the following resolution and moved its adoption: RESOLUTION NO. 88-024 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $875,000 GENERAL OBLIGATION-REVENUE WATER SYSTEM BONDS, SERIES 1988A BE IT RESOLVED by the City Council of the City of St . Anthony, Minnesota, as follows : Section 1 . Authorization and Sale . (a) This Council , by its resolution adopted May 24 , 1988 , authorized the issuance and public sale of up to $875 , 000 General Obligation-Revenue Water System Bonds, Series 1988A (the "Bonds" ) , of the Issuer to finance the costs described therein (b) Notice of sale of the Bonds has been duly published, and the Council, having examined and considered all bids received pursuant to the published notice, does hereby find and determine that the most favorable bid received is that of , of , and associates, to purchase the Bonds in a principal amount of $ at a price of $ on the further terms and conditions hereinafter set forth. (c) The sale of the Bonds is hereby awarded to said bidder, and the Mayor and City Manager are hereby authorized and directed on behalf of the Issuer to execute a contract for the sale of the Bonds in accordance with the terms of said bid. The good faith check of the successful bidder shall be retained by the Treasurer until the Bonds have been delivered and the purchase price paid. The good faith checks of other bidders shall be returned to them forthwith. Section 2 . Bond Terms; Registration; Execution and Delivery. 2 . 01 . Date, Maturities , Interest Rates . The Bonds shall be designated General Obligation-Revenue Water System Bonds, Series 1988A, dated as of the date of original authentication and delivery. The Bonds shall be capital accumulator bonds maturing on July 1, 1993 , issued in the original principal amount shown below for each $5 , 000 maturity • amount or integral multiples thereof, and bearing interest from the date of original authentication and delivery thereof until maturity at the rate which, compounding on each January 1 and July 1, commencing January 1, 1989 , results in an accreted amount at maturity as shown below (yield to maturity is approximate) : Original Principal Amount Total per $5, 000 Accreted Total Accreted Yield to Year Amount at Maturity Principal Amount Maturity 1993 The accreted amount for any Bond between the date of original authentication and delivery, and its maturity on July 1, 1993 , for each $5 , 000 maturity amount , shall be the amount set forth in the table printed on the reverse of each such Bond and shown in Exhibit A attached hereto . The Bonds shall be issuable only in fully registered form. The accreted amount of each Bond shall be payable, upon surrender thereof , by check or draft issued by the Bond Registrar described herein. It is hereby determined that Section 475 . 54 , subd. 17, applies to the Bonds . 2 . 02 . Registration. The Issuer shall appoint , and • shall maintain, a bond registrar , transfer agent and paying agent (the Registrar) . The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows : (a) Register . The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bondsentitled to be registered, transferred or exchanged. (b) Transfer of Bonds . Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate original principal amount and maturity, as requested by the transferor . (c) Exchange of Bonds . Whenever any Bonds are surrendered by the registered owner for exchange the • Registrar shall authenticate and deliver one or more new Bonds of a like aggregate original principal amount and maturity, as requested by the registered owner or the owner ' s attorney in writing . -2- s (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer . (e) Improper or Unauthorized Transfer . When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. . The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it , in its judgment , deems improper or unauthorized. (f) Persons Deemed Owners . The Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of , or on account of, the accreted amount of such Bond and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid • and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes , Fees and Charges . For every transfer or exchange of Bonds , the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange . (h) Mutilated, Lost, Stolen or Destroyed Bonds . In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like original principal amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof , and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees . All Bonds so • surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the -3- Issuer . If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment . 2 . 03 . Appointment of Initial Registrar . The Issuer hereby appoints as the initial Registrar . The Mayor and the City Manager are authorized to execute and deliver, on behalf of the Issuer , a contract with said Registrar . Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar . The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar , in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . 2 . 04 . Redemption. The Bonds shall be subject to • redemption and prepayment at the option of the Issuer, in whole or in part, by lot as selected by the Registrar, on July 1, 1992 or January 1 , 1993 at a price equal to the accreted amount as of the date of redemption. The Clerk shall cause notice of the call for redemption thereof to be published as required by law, and, at least 30 days prior to the designated redemption date, shall cause notice of the call thereof for redemption to be mailed, by certified or registered mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2 . 02 hereof, and to the bank at which principal and interest are then payable . Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to accrue interest . 2 . 05 . Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City 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 Bonds shall cease to be such officer before the delivery of any Bond, such signature or -4- • facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. Notwithstanding such execution; no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate ' of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar . Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Treasurer shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the purchase price. 2 . 06 . Form of Bonds . The Bonds shall be printed in substantially the following form: • -5- [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION-REVENUE WATER SYSTEM BOND, SERIES 1988A Approximate Yield Date of To Maturity Maturity Original Issue CUSIP July 1, 1993 July _, 1988 REGISTERED OWNER: ACCRETED AMOUNT AT MATURITY: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of St . Anthony, Minnesota (the Issuer) , acknowledges itself to be • indebted and for value received hereby promises to pay to the registered owner specified above or registered assigns , the accreted amount specified above in lawful money of the United States on the maturity date specified above, being the original principal amount hereof with interest from the date of original issue stated above, accreted and payable with principal at maturity, at the rate which, compounding on each January 1 and July 11 commencing January 1, 1989 , results in the accreted amount set forth for each such date in the table printed on the reverse side hereof for the specified amount per $5 , 000 accreted amount; subject to the provisions for redemption of this Bond before maturity referred to below. The accreted amount of this Bond is payable to the order of the registered holder upon surrender hereof at maturity or upon prior call for redemption, at the principal corporate trust office of , in , as Bond Registrar, and Paying Agent under the resolution referred to below, or its successor . For the prompt and full payment of such accreted amount as the same becomes due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. -6- • This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF, the City of St . Anthony, Minnesota, by its City Council , has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated : CITY OF ST. ANTHONY, MINNESOTA (facsimile) Mayor • Attest : ( facsimile.) City Manager CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative [Reverse of the Bonds] This Bond is one of an issue in the aggregate original principal amount of $ , all of like date and tenor, except as to number and denomination, issued, pursuant to a resolution adopted by the City Council on June 28 , 1988 (the Resolution) , to finance improvements to the municipal water system and other costs properly attributable thereto (the • System) and is issued by authority of and in strict accordance with the Constitution and laws of the State of Minnesota 0 -7- • thereunto enabling , including Minnesota Statutes, Section 444 . 075 and Chapter 475 . The Bonds of this series are issuable only as fully registered bonds , in original principal denominations of $ or any multiple thereof , of single maturities . The Bonds are each subject to redemption and prepayment at the option of the Issuer, in whole or in part , and if in part by lot as selected by the Registrar, on July l , 1992 and January 1, 1993 at a price equal to the accreted amount as of the date of redemption. The Issuer will cause notice of the call for redemption to be published as required by law and, at least thirty days prior to the date specified for redemption, will cause notice of the call thereof to be mailed, by registered or certified mail , to the registered owner of any Bond to be redeemed at the owner ' s address as it appears on the bond register maintained by the Bond Registrar, and to the bank at which principal and interest are then payable. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall , on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the • redemption price) such Bonds or portions of Bonds shall cease to accrue interest . Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining original principal amount and accrued interest outstanding . As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner ' s attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or said attorney; and may also be surrendered in exchange for Bonds of other authorized denominations . Upon such transfer or exchange the Issuer will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate original principal amount, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Issuer and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof , whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes , and neither the Issuer nor the Bond Registrar shall be affected • by any notice to the contrary. -8- • Bonds of this series have been designated by the Issuer as "Qualified Tax Exempt Obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986 . IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist , to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid. and binding general obligation of the Issuer in accordance with its terms , have been done, do exist , have happened and have been performed as so required; that in and by the Resolution, the Issuer has covenanted and agreed with the holders of any of said Bonds that it will impose and collect, or cause to be imposed and collected, charges for the service, use and availability of the System at the times and in the amounts required to produce net revenues adequate with other pledged funds to pay the accreted amounts when due on the Bonds of this series, but the full faith and credit and taxing powers of the Issuer have been pledged to the payment of said accreted amounts when due, and ad valorem taxes , if necessary for such purpose, will be levied upon all taxable property in the Issuer , without limitation as to rate or amount ; and that 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 exceed any constitutional or statutory limitation of indebtedness . (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion) We certify that the above is a full , true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of St . Anthony, Minnesota., which includes the within Bond, dated as of the date of delivery of and payment for the Bonds . (Facsimile Signature) (Facsimile Signature) City Manager Mayor -9- • The following abbreviations , when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations : TEN COM -- as tenants in common UTMA as Custodian for (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Transfers to Minors Act (State) JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list . • ASSIGNMENT For value received, the undersigned hereby sells , assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises . Dated: Notice : The assignor ' s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever . Signature Guaranteed: • Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having, a _ membership in one of the major stock exchanges . -10- • Please insert social security or other identifying number of assignee : There shall be inserted on the reverse side of each Bond the following paragraph and tabulation: The accreted amount of each Bond of this series, as of each January 1 and July 1 from January 1, 1989 through July 1, 1993 , per $5 , 000 accreted amount at maturity, is set forth below. The accreted amount as of any other date is the pro-rated amount between the next prior and next succeeding January 1 and July 1, being the dates of semiannual compounding of interest on the Bonds . ( Insert Accreted Amount Table) • Section 3 . Use of Proceeds . Upon payment for the Bonds by the purchaser , the Treasurer shall deposit the original proceeds of the Bonds into a separate construction account to be disbursed to pay issuance costs of the Bonds and the costs of constructing the improvements to the System and costs related to the pending ground water litigation with the United States Army. Any funds remaining after payment of all such costs shall be transferred to the Bond Fund established pursuant to Section 4 hereof . Section 4 . Series 1988A Water System Bond Fund. The Bonds shall be payable from a separate and special Series 1988A Water System Bond Fund (the Bond Fund) of the Issuer , which Bond Fund the Issuer agrees to maintain until the Bonds have been paid in full . If the money in said Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds of the Issuer , which other funds shall be reimbursed therefor when sufficient money becomes available in said Bond Fund. The moneys on hand in said Bond Fund from time to time shall be used only to pay the accreted amount of the Bonds . Into said Bond Fund shall be paid net water revenues of the System and other funds appropriated to the payment of the • Bonds in accordance with Section 6 hereof, all taxes collected pursuant to Section 7 hereof , and any other funds appropriated by the Council for the payment of the Bonds . -11- • Section 5 . Sufficiency of System Revenues . It is hereby found, determined and declared that the Issuer owns and operates the System as a revenue-producing utility and convenience; and that the net operating revenues of said System, after deducting from the gross receipts derived from charges for the service, use and availability of the System the normal , current and reasonable expenses of operation and maintenance thereof , will be sufficient , together with any other pledged funds , for the payment when due of the accreted amount of the Bonds herein authorized. Section 6 . Rate Covenant . Pursuant to Minnesota Statutes, Section 444 . 075, the Issuer hereby covenants and agrees with the holders from time to time of the Bonds herein authorized, that until the accreted amount of the Bonds is paid in full , or the Bonds are discharged as provided in Section 8, the Issuer will impose and collect reasonable charges for the service, use and availability of the System according to schedules sufficient, along with funds expected to received in settlement of the ground water litigation, to produce net revenues sufficient to pay the accreted amount of the Bonds herein authorized when due; and said net revenues and settlement proceeds, to the extent necessary, are hereby • irrevocably pledged and appropriated to the payment of such accreted amount . Nothing herein shall preclude the Issuer from hereafter making further pledges and appropriations of the net revenues of the System for payment of additional obligations of the Issuer hereafter authorized if the Council determines before the authorization of such additional obligations that the estimated net revenues of the System will be sufficient , together with any other sources pledged to the payment of the outstanding and additional obligations , for payment of the outstanding bonds and such additional obligations . Such further pledges and appropriations of said net revenues may be made superior or subordinate to or on a parity with, the pledge and appropriation herein made. Section 7 . Pledge of Taxing Powers . For the prompt and full payment of the accreted amount of said Bonds , the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It is , however , presently estimated that the funds appropriated pursuant to Section 6 hereof will provide sums less than 5% in excess of the accreted amount of the Bonds when due, and therefore no tax levy is presently required. Section 8 . Defeasance . When all of the Bonds have been discharged as provided in this section, all pledges , • covenants and other rights granted by this resolution to the holders of the Bonds shall cease . The Issuer may discharge its -12- • obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full ; or , if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit . The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the accreted amount then due, provided that notice of such redemption has been duly given as provided herein. The Issuer may also at any time discharge its obligations with respect to any Bonds , subject to the provisions of 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 the accreted amount of the Bonds at maturity or said redemption date. • , Section 9 . Registration of Bonds . The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditors of Hennepin and Ramsey Counties and obtain a certificate that the Bonds have been duly entered upon the Auditor ' s bond register as required by law. Section 10 . Authentication of Transcript . The officers of the Issuer are hereby authorized and directed to prepare and furnish to the purchasers of the Bonds , and to the attorneys rendering an opinion as to the legality thereof , certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds , as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates , including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Section 11 . Tax Covenant . The Issuer covenants and agrees with the holders from time to time of the Bonds herein authorized, that it will not take, or permit to be taken by any of its officers , employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the United States Internal Revenue Code of 1986 , as amended (the Code) and regulations issued thereunder, and -13- • that it will take, or it will cause its officers , employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code. So long as the Bonds are outstanding , the Issuer will continue to own and operate the System as a public utility for use by the general public on a substantially equal basis and will not enter into any lease, or any use, management , output or other contract, with any user or customer of the System which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. Section 12 . Arbitrage Rebate Exemption. It is hereby / found that the Issuer has general taxing powers , that no Bond is a "private activity bond" within the meaning of Section 141 of the Code, that 95% or more of the net proceeds of the Bonds are to be used for local government 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 1988 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 (2) and (3) of Section 148(f) of the Code. Section 13 . Qualified Tax-Exempt Obligations . In order to enhance the marketability of the Bonds , and since the Issuer (-including any subordinate entities) does not reasonably expect to issue in excess of $10, 000,, 000 of governmental and qualified 501(c) (3) bonds in calendar year 1988 , the Bonds are hereby designated by the Issuer as "Qualified Tax-Exempt Obligations" for the purposes of Section 265 of the Code relating to the proposed disallowance of interest expense for financial institutions . mayor Attest Clerk -14- • The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Ranallo and upon vote being taken thereon, the following voted in favor thereof : and the following voted against the same: whereupon said .resolution was declared duly passed and adopted. • • -1.5- • DORSEY & WHITNEY A PAA* RSHIP INCLUDING PINI"SSIONu Coapp VON9 350 PARK AVENUE 2200 FIRST BANK PLACE EAST 1200 FIRST INTERSTATE CENTER NEW YORE,NEW YORE 10022 MINNEAPOLIS. MINNESOTA 55402 401 NORTH 31ST STREET (212)415-9200 (612)340-2600 P.o.Box 7188 3 ORACECHURCH STREET BILLINGS.MONTANA 59103 LONDON EC3V OAT,ENGLAND TELEX 29-0605 (406)252-3800 01-929-3334 TELECOPIER(612)340-2868 201 DAVIDSON BUILDING 36.RUE TRONCHET B THIRD STREET NORTH 73009 PARIS.FRANCE 0I-42-66-39-49 GREAT FALLS,MONTANA 59401 JOHN D. KIRBY (406)727-3632 340 FIRST NATIONAL BANS BUILDING (612) 340-5665 P.O. BOX 848 127 EAST FRONT STREET ROCHESTER.MINNESOTA 55903 MISSOULA.MONTANA 59802 (507)288-3166 (406)7216026 510 NORTH CENTRAL LIFE TOWER 445 MINNESOTA STREET June 2 2 , 1988 315 FIRST NATIONAL BANK BUILDINO ST.PAUL, MINNESOTA 55101 WAYZATA,MINNESOTA 55391 (612)227-8017 (612)475-0373 Ms . Nancy Langness Springsted Incorporated 85 East Seventh Place Suite 100 St. Paul , Minnesota 55101-2143 Re: $875, 000 General Obligation - Revenue Water System • Bonds, Series 1988A City of St. Anthony, Minnesota Dear Nancy: Enclosed herein please find several copies of the resolution selling the above Bonds on June 28. Should you have any questions, please do not hesitate to call . Ve t y yours, hn D. Kirby JDK/jn Enclosures cc : b s . Carol Lou Johnson Mr. William Soth •