HomeMy WebLinkAboutCC RES 92-039 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE OF $405,000 LIQUOR STORE REVENUE REFUNDING BONDS Meeting Sheet
IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII
103575
Box: 26
Folder: RES 1992
Document: CC RES 92-039 RESOLUTION AUTHORIZING ISSUANCE,
AWARDING SALE OF $405,000 LIQUOR STORE REVENUE REFUNDING
BONDS
CERTIFICATION OF MINUTES RELATING TO
$405,000 LIQUOR STORE REVENUE REFUNDING
BONDS, SERIES 1992
• Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A meeting held on Tuesday, August 25,
1992 at 7:30 o'clock P.M., at the City Hall.
Members present:
Ranallo, Marks, Enrooth, Fleming, Wagner
Members absent:
None
Documents Attached:
Minutes of said meeting (pages): 1 through
RESOLUTION NO. 92- 0 3 9
RESOLUTION RELATING TO $405,000 LIQUOR STORE
REVENUE REFUNDING BONDS, SERIES 1992; AWARDING
THE SALE, FIXING THE FORM AND DETAILS, PROVIDING
• FOR THE EXECUTION AND DELIVERY THEREOF AND
THE SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer
of the City of St. Anthony, Minnesota, certify that the documents attached hereto, as
described above, have been carefully compared with the original records of the City
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 City Council of
the City, and correct and complete copies of all resolutions and other actions taken
and of all documents approved by said City Council at said meeting, so far as they
relate to said bonds; and that said meeting was duly held by said City Council 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
August , 1992.
Signature
Connie Kroeplin, City Clerk
Name and Title
It was reported that 3 bids had been received by Springsted
• Incorporated prior to 11:00 A.M. Central Time for the purchase of $405,000 Liquor
Store Revenue Refunding bonds, Series 1992A of the City (the Bonds) in accordance
with the Terms of Proposal relating to the Bonds approved by the Council on July
28, 1992. The bids received were as follows:
(See attached sheet)
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Member Marks introduced the following resolution and
• moved its adoption:
RESOLUTION NO. 92- 0 3 9
RESOLUTION RELATING TO $405,000 LIQUOR STORE
REVENUE REFUNDING BONDS, SERIES 1992;
AWARDING THE SALE, FIXING THE FORM AND
DETAILS, PROVIDING FOR THE EXECUTION AND
DELIVERY THEREOF AND THE SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of St. Anthony, (the
City), as follows:
Section 1. Authorization and Sale.
1.01. Municil2al Liquor Store. The City owns and operates one or more
municipal liquor stores (collectively the Store) for the on-sale and off-sale of
intoxicating liquor and other merchandise in accordance with the provisions of
Minnesota Statutes, Chapter 340A.
1.02. Existing; Indebtedness and Liens. There is presently outstanding
the Liquor Store Revenue Bonds, Series 1987 of the City originally dated as of July 1,
1987 (the 1987 Bonds), which are payable from the net revenues of the Store, and
constituting a first lien and charge on the net revenues derived and to be derived
from the operation of the Store. The 1987 Bonds were issued pursuant to a
Resolution No. 87-021 adopted by this Council on May 26, 1987 (the Authorizing
Resolution). Except for the 1987 Bonds, there are no other bonds, certificates or
other obligations of the City which constitute a lien or charge upon the net revenues
of the Store. Capitalized terms used herein and not otherwise defined herein shall
have the meaning given to them in the Authorizing Resolution.
1.03. Refunding Bonds; Pari , Lien. It is in the best interest of the City,
its residents and the customers of the Store for the City to issue at this time its
Liquor Store Revenue Refunding Bonds, Series 1992 in the principal amount of
$405,000 (the Bonds), upon the terms and conditions hereinafter set forth, to refund
in advance of their maturity the 1987 Bonds maturing in the years 1994 through
1998 (the Refunded Bonds). It is in the best interest of the City that the Bonds be
payable primarily from the Net Revenues of the Store and that the lien and charge
on such Net Revenues of the Store for the payment of both principal and interest on
the Bonds be on a parity with the lien upon such Net Revenues of the Store as to
payment as to both principal and interest with the 1987 Bonds. Section 3.06 of the
Authorizing Resolution provides that additional obligations may be issued by the
• City payable from the Net Revenues of the Store on a parity with the 1987 Bonds if
the Net Revenues of the Store in the last complete fiscal year immediately preceding
the issuance of the additional obligations shall have been at least equal to 125% of
the maximum amount of principal and interest to come due in any future fiscal
year during the remaining term of the 1987 Bonds and on the additional obligations
then proposed to be issued. The Council hereby finds that the Net Revenues of the
Store for the fiscal year ended December 31, 1991 (which is the last complete fiscal
year of the Store) were at least equal to 125% of the maximum amount of principal
and interest to come due in any future fiscal year during the remaining term of the
1987 Bonds following the redemption of the Refunded Bonds on Janaury 1, 1993 and
the Bonds, and therefore the Bonds may be issued payable from the Net Revenues
on a parity with the 1987 Bonds.
1.04. Sale of Bonds. The City has received an offer from Moore
Juran & Company I of Minneapolis , Minnesota, (the
Purchaser), to purchase the Bonds at a price of $400,545.00 , plus accrued interest
from the date of the Bonds to the date of delivery thereof, the Bonds to bear interest
at the rates set forth in Section 3.01 and have such other terms as are set forth in this
Resolution. The proposal is deemed reasonable and in the best interests of the City
and is hereby accepted.
1.05. Performance of Requirements. 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, existing, having happened and having been
performed, it is now necessary to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds.
2.01. Bond Form. The Bonds shall be prepared in substantially the
following form:
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(Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
LIQUOR STORE REVENUE REFUNDING BOND, SERIES 1992
No. $
Date of
Rate Maturity Original Issue CUSIP
October 1, 1992
REGISTERED SEE REVERSE
OWNER FOR CERTAIN
DEFINITIONS
PRINCIPAL
AMOUNT DOLLARS
THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties,
Minnesota (the City), acknowledges itself to be indebted and, for value received,
hereby promises to pay to the registered owner named above, or registered assigns,
solely from the Revenue Bond Account in its Liquor Store Fund, as a first lien and
charge upon the net revenues from time to time received from the operation of its
municipal liquor store, the principal amount specified above, on the maturity date
specified above, without option of prior payment, with interest thereon from the
date of original issue specified above, or the most recent interest payment date to
which interest has been paid or duly provided for, at the annual rate specified above,
payable on January 1 and July 1 in each year, commencing July 1, 1993, 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 at the office of
, in , as Registrar, Transfer
Agent and Paying Agent (the "Bond Registrar"), or its successor designated under
the Resolution described herein, the principal hereof, are payable in lawful money
of the United States of America by check or draft of the Bond Registrar.
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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 herein.
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, Hennepin and
Ramsey Counties, State of Minnesota, by its City Council, has caused this Bond to be
executed by the signatures of the Mayor and the City Manager of the City and has
caused this Bond to be dated as of the date set forth below.
Date of Authentication:
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
• CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
as Bond Registrar
By
Authorized Representative
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[Reverse of the Bonds]
This Bond is one of a series in the total principal amount of $405,000,
all of like date and tenor except as to serial number, denomination and maturity dat,
which Bonds have been issued for the purpose of providing money to refund a
portion of the outstanding principal amount of the City's Liquor Store Revenue
Refunding Bonds, Series 1987 (the 1987 Bonds). Said Bonds and the interest thereon
are payable solely and exclusively from the net revenues of the-municipal liquor
store pledged to the payment thereof and do not constitute a debt of the City within
the meaning of any constitutional or statutory limitation of indebtedness, and the
full faith and credit and taxing power of the City are not pledged to the payment of
the principal of or interest on the Bonds. The lien and charge upon the net
revenues of the municipal liquor store of the City to pay the principal and interest of
the Bonds of this issue is on a parity with the lien upon such net revenues to pay
the 1987 Bonds. Additional revenue obligations may be issued on a parity of lien
upon the net revenues of the municipal liquor store with the Bonds of this issue
and the 1987 Bonds as provided in Resolution No. 87-021, adopted May 26, 1987 by
the City Council, as amended and supplemented by Resolution No. 92- adopted
August 25, 1992 by the City Council (collectively the "Resolution"). The Bonds are
issuable only as fully registered bonds, in denominations of $5,000 or any multiple
thereof, of single maturities.
Bonds of this series are designated by the City as "Qualified Tax Exempt
Obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by his
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 his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof, whether this
Bond is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the City nor the Bond Registrar shall be affected by any notice
to the contrary.
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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 in order to make
this Bond a valid and binding special obligation of the City according to 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 or statutory limitation of indebtedness; that the City has
established and will maintain in its Liquor Store Fund a Revenue Bond Account
and Reserve Account and has irrevocably appropriated and pledged thereto, out of
the Net Revenues, as defined in the Resolution, to be received from its ownership
and operation of the municipal liquor store, including any additions thereto and
improvements thereof, periodic payments to be made at times and in amounts
sufficient to pay from the principal and interest on all bonds payable therefrom,
including the Bonds of this series and the 1987 Bonds, as such payments become
due, and to establish and maintain the required reserve balance therein, and will
use the moneys in said Accounts solely for said purposes; that the City and its
officers and employees will establish and maintain operating policies governing
purchase and sale of merchandise and will do all other things necessary and feasible
to assure that the gross receipts of the municipal liquor store will at all times be
adequate to pay all costs of operation and maintenance thereof and to produce Net
Revenues in the amounts so appropriated and pledged; and that in and by the
Resolution other covenants, agreements and stipulations are prescribed for the
security and enforcement of the bonds of this series, each and all of which will be
faithfully and promptly performed by the City and its officers and agents.
(Form of certificate to be printed on the reverse side of
each Bonds, 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
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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
the applicable laws or regulations:
TEN COM -- as tenants UNIF TRANS MIN ACT...........Custodian..........
in common (Cust) (Minor)
TEN ENT -- as tenants
by the entireties
under Uniform Transfers to
JT TEN -- as joint tenants Minors
with right of
survivorshipand Act..............................................................................
not as tenants in (State)
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto , the within Bond and all rights thereunder, and
hereby irrevocably constitutes and appoints attorney to transfer the
within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this
PLEASE INSERT SOCIAL SECURITY assignment must correspond with
OR OTHER IDENTIFYING NUMBER the name as it appears upon the
OF ASSIGNEE: face of the within Bond in every
particular, without alteration
or any change whatsoever.
Signature(s) must be guaranteed
by a commercial bank or trust
company or by a brokerage firm
having a membership in one of
the major stock exchanges.
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Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, and Dating
of Bonds. The City shall forthwith issue and deliver the Bonds, which shall be
denominated "Liquor Store Revenue Refunding Bonds, Series 1992." The Bonds
shall be issuable in the denomination of $5,000 each or any integral multiple
thereof, shall bear a date of original issue of October 1, 1992, shall mature on
January 1 in the years and amounts set forth below, without option of prior
payment, and Bonds maturing in such years and amounts shall bear interest from
date of original issue until paid at the rates per annum shown opposite such years
and amounts as follows:
Year Amount Rate
1994 $70,000 4.00%
1995 80,000 4.50
1996 80,000 4.75
1997 85,000 5.00
1998 90,000 5.25
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond, the principal amount thereof, shall be payable by
check or draft issued by the Registrar described herein. Each Bond shall be dated by
the Registrar as of its date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
January 1 and July 1 in each year, commencing July 1, 1993, 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.
3.03. Registration. The City 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 City 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
Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar 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
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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 principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(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 City.
(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 endorse::;ent on such Bond or separate instrument
of transfer is legally authorized. The Registrar shall incur no liability for its
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 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 principal of
and interest on 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 of the City 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
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
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of and in substitution for any such Bond lost, stolen or destroyed, upon the
• payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was lost, stolen or destroyed, 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 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, lost, stolen or destroyed 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.
3.04. A1212ointment of Initial Registrar. Norwest Bank Minnesota,
National Association , of Minneapolis Minnesota , is hereby appointed as
the initial Registrar. The Chairman and Secretary are hereby authorized to execute
and deliver, on behalf of the City, a contract with Norwest Bank Minnesota,
National Association , as 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 City agrees to pay the reasonable and
customary charges of the Registrar for the services performed. The City reserves the
right to remove any 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.
3.05. Preparation and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the
facsimile signatures of the Mayor and the City Manager. On the reverse side of each
Bond shall be a printed a copy of the legal opinion to be rendered by bond counsel,
certified by the facsimile signatures of the Mayor and City Manager. In case any
officer whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of any Bond, such signature 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 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 executed and authenticated, they shall be delivered by the City
Manager to the Purchaser upon payment of the purchase price in accordance with
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the contract of sale heretofore made and executed, and the Purchaser shall not be
obligated to see to the application of the purchase price.
Section 4. Security Provisions; Bond Proceeds.
4.01. Authorizing Resolution. The Bonds shall be additional
obligations payable from the Net Revenues of the Store on a parity with the 1987
Bonds in accordance with Section 3.06 of the Authorizing Resolution. The Bonds
shall be payable from the Revenue Bond Account established within the Liquor
Store Fund of the City by Section 3.03 of the Authorizing Resolution on a parity
with the 1987 Bonds and any other additional obligations permitted by the
Authorizing Resolution to be payable on a parity with the 1987 Bonds and the
Bonds. The provisions of Sections 3, 4 and 5 of the Authorizing Resolution are
incorporated herein by reference and shall apply to the Bonds and the amendment
of this resolution, and the Bonds shall be secured by each and all of the covenants
and provisions contained in Sections 3, 4 and 5 of the Authorizing Resolution.
4.02. 1987 Bonds Escrow Account. There is hereby established in the
Liquor Store Fund a "1987 Bonds Escrow Account" to which shall be credited $343,670
of the purchase price received from the Purchaser for the bonds and $69,000 from
amounts on hand in the Reserve Account established within the Liquor Store Fund
by Section 3.04 of the Authorizing Resolution. Funds in the 1987 Bonds Escrow
Account shall be invested in securities authorized by law maturing or callable at the
• option of the holder thereof on such dates and bearing interest at such rates as shall
be required to provide sufficient funds together with any cash or other funds
retained in such account to pay the principal of the Refunded Bonds on January 1,
1993. The funds in said account shall be used solely for the purposes herein set forth
and for no other purpose, and said account and all securities therein and all
payments of principal and interest on said securities are hereby irrevocably pledged
to the payment of the principal of the Refunded Bonds; except that if any balance
shall remain in said account after all principal has been paid on the Refunded Bonds
then such balance shall be transferred to the Revenue Bond Account.
4.03. Costs of Issuance Account. There is hereby established within the
Liquor Store Fund a "Costs of Issuance Account", into which shall be paid $16,375
of the proceeds of the Bonds. There shall be chargi_ to and paid from the Costs of
Issuance Account costs incurred by the City in connection with the issuance of the
Bonds and refunding of the Refunded Bonds, provided that any money remaining
in said Costs of Issuance Account shall be transferred to the Revenue Bond Account.
4.04. Reserve Account. $40,500 of the purchase price received from the
Purchaser for the Bonds shall be deposited in the Reserve Account. The money in
the Reserve Account shall be used to pay the principal and interest on the 1987
• -11-
Bonds and the Bonds and any other additional obligations issued pursuant to
• Section 3.06 of the Authorizing Resolution payable from Net Revenues of the Store
on a parity with the 1987 Bonds and the Bonds.
4.05. Accrued Interest. Accrued interest on the Bonds paid by the
Purchaser shall be paid into the Reserve Bond Account.
Section 5. Defeasance. When any Bond has been discharged as
provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of such Bonds shall cease, and such Bonds shall no longer
be deemed to be outstanding under this Resolution. The City may discharge its
obligations with respect to any Bond thereto which is due on any date by depositing
with the paying agent 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 paying agent a sum sufficient for the payment
thereof in full with interest accrued to the date of such deposit. The City may also
discharge its obligations with respect to any prepayable Bond according to its terms,
by depositing with the paying agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. The City
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 times and at such rates and maturing on such dates
as shall be required to pay all principal, interest and redemption premiums to
become due thereon to maturity or said redemption date.
Section 6. County Auditor Registration, Certification of Proceeding-s,
Investment of Moneys, Arbitrage, Designation of Bonds as Qualified Tax Exempt
Obligations and Official Statement.
6.01. County Auditor Registration. The City Clerk is hereby authorized
and directed to file a certified copy of this resolution with the County Auditors of
Hennepin and Ramsey Counties, together with such other information as the
County Auditors shall require, and to obtain from said County Auditors certificates
that the Bonds have been entered on his bond register as required by law.
6.02. Certification of Proceedings. The officers of the City and the
County Auditors of Hennepin and Ramsey Counties are hereby authorized and
directed to prepare and furnish to the purchaser of the Bonds and to Dorsey &
Whitney, Bond Counsel, certified copies of all proceedings and records of the City,
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
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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
recited therein.
6.03. Tax Covenant. The City covenants and agrees with the holders
from time to time of the Bonds that they will not take or permit to be taken by any
of their officers, employees or agents any action which would cause the interest on
the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations), and covenants to take any and all actions within their powers to
ensure that the interest on the Bonds will not become subject to taxation under the
Code and the Regulations. The City will cause to be filed with the Secretary of
Treasury an information reporting statement in the form and at the time prescribed
by the Code. The City represents and covenants that the City is and will be the
owner of all facilities financed by the 1987 Bonds and will use such facilities to
conduct its municipal liquor business. so long as any Bonds are outstanding, the
City will not enter into any lease, or any operating, use, management or other
agreement respecting said faiclities which would cause the Bonds to be considered
"private activity Bonds" or "private loan bonds" pursuant to Section 141 of the
Code.
6.04. Arbitrage Certification. The Mayor and City Manager, being the
• officers of the City charged with the responsibility for issuing the Bonds pursuant to
this resolution, are authorized and directed to execute and deliver to the purchaser
thereof a certificate in accordance with the provisions of Section 148 of the Code, and
the applicable Regulations, stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect
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 Regulations.
6.05. Exemption from Rebate Requirement. For purposes of complying
with the requirements of Section 148(f)(4)(C) of the Code relating to the exemption
of certain small governmental units from the rebate requirements of the Code, the
City represents that:
(i) the City is a governmental unit with general taxing powers;
(ii) the 1987 Bonds and the Bonds are not "private activity bonds" as
defined in Section 141 of the Code (Private Activity Bonds);
(iii) ninety-five percent of the net proceeds of the 1987 Bonds were
used for the local governmental purposes of the City;
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• (iv) the aggregate face amount of all tax-exempt bonds (other than
Private Activity Bonds) issued by the City in calendar year 1987
did not exceed $5,000,000; and
(v) the average maturity of the Bonds does not exceed the average
maturity of the Refunded Bonds.
6.06. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating
to the disallowance of interest expenses for financial institutions. The City
represents that in calendar year 1992 it does not reasonably expect to issue
tax-exempt obligations which are not private activity bonds (not treating qualified
501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes
of this representation) in an amount in excess of $10,000,000.
6.07 Official Statement. The Official Statement, dated August 11, 1992,
relating to the Bonds is hereby approved. The officers of the City are hereby
authorized and directed to execute such certificates as may be appropriate concerning
the accuracy, completeness and sufficiency of the Official Statement.
6.08. Redemption of Refunded Bonds. The Refunded Bonds shall be
called for redemption on January 1, 1993, and the City Manager is authorized and
directed to take all steps necessary to provide for such redemption.
Dated: August 25, 1992.
Mayor
Attest:
ty Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember Fleming and upon vote being taken thereon,
the following Councilmembers voted in favor thereof:
Marks , Fleming, Enrooth, Ranallo, and Wagner
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• and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
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