HomeMy WebLinkAboutCity Council Resolution 1988-434After due consideration of the bids, Member Sisk then
introduced the following written resolution and moved its adoption:
RESOLUTION NO. 88-434
A RESOLUTION AWARDING THE SALE OF $3,950,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1988A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Plymouth, Hennepin
County, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of Harris Trust and Savings Bank, Chgo.. IL (Purchaser) to
purchase $3,950,000 General Obligation Improvement Bonds, Series 1988A (Bonds)
of the City described in the Official Notice of Sale thereof is hereby found and
determined to be the highest and best bid retaived pursuant to duly advertised
notice of sale and shall be and is hereby accepted, the bid being to purchase
the Bonds at a price of $ 3,916.820 plus accrued interest to date of delivery,
for Bonds bearing interest as follows:
Year of Maturity Interest Rate
1991
5.800%
1992
6.000%
1993
6.200%
1994
6.375%
1995
6.500%
Net effective interest rate: 6.4371%
1.02. The sum of =.35,945.00 being the amount bid by the Purchaser in
excess of $3.880,875 shall be credited to the Debt Service Fund hereinafter
created. The City Finance Director is directed to retain the good faith check
of the Purchaser, pending completion of the sale of the Bonds, and to return the
good faith checks of the unsuccessful bidders forthwith. The Mayor and City
Manager are directed to execute a contract with the Purchaser on behalf of the
City.
1.03. The City shall forthwith issue and sell the Bonds in the total
principal amount of $3.950,000, originally dated August 16, 1988, in the denomi-
nation of $5,000 each or any integral multiple thereof, numbered No. R-10
upward, bearing interest as above set forth, and which mature serially on
February 1 in the years and amounts as follows:
Year Amount
1991
$775,000
1992
800,000
1993
850,000
1994
825,000
1995
700,000
1.04. Optional Redemption. The City may elect on February 1, 1993 and on
any interest payment date thereafter to prepay Bonds maturing on or after
February 1, 1994. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid which have
the latest maturity date will be prepaid first. If only part of the Bonds
having a common maturity date are called for prepayment the specific Bonds to be
prepaid will be chosen by lot by the Registrar. All payments will be at a price
of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal
amount thereof, shall be payable by check or draft issued by the Registrar
described herein.
2.02. Dates: Interest Payment Dates. Each Bond shall be dated as of the
last interest payment date preceding the d-_ of authentication to which inter-
est on the Bond has been paid or made available for payment, unless (1) the date
of authentication is an interest payment date to which interest has been paid or
made available for payment, in which case such Bond shall be dated as of the
data of authentication, or (11) the date of authentication is prior to the first
Interest pa, ment date, in which case such Bond shall be dated as of the date of
original issue. The interest on the Bonds shall be payable on August 1 and
February 1 of each year, commencing August 1, 1989, 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.
2.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent, authenticating agent and paying agent (Registrar).
The effect of registration and the rights and duties of the City and the Regis-
trar 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 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 execut-
ed by the registered owner thereof or by an attorney duly authorised 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 registra-
tion of any transfer after the fifteenth day of the month preceding each
interest payment data and until such interest payment date.
(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 principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or ex-
change 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 endorsement on such Bond or separate Instru-
ment of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar shall incur no liability for the refus-
al, in good faith, to make transfers which it. in its judgment, deems
Improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar nay treat the
person in whose name any Bond is at any time registered in the bond regis-
ter 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
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 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 vas destroyed, stolen or lost. and of the ownership
thereof, and upon furnishing to the Registrar of an appropriate bond or
Indemnity in form, substance and amount satisfactory to it. in which both
the City and the Registrar shall be named as obligees. All Bonds so sur-
rendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the City. If the mutilated, destroyed.
stolen or lost 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) Redemption. In the event any of the Bonds are called for redemp-
tion, notice thereof identifying the Bonds to be redeemed will be given by
the Registrar by mailing a copy of the redemption notice by first class
mail (postage prepaid) not more than 60 and not less than 30 days prior to
the date fixed for redemption to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Regis-
trar and by publishing said notice in the manner required by law. Failure
to give such notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of an, proceeding for the
redemption of Bonds. All Bonds so called for redemption will cease to bear
interest after the specified redemption date, provided that the funds for
the redemption are on deposit with the place of payment .it that time.
2.04. Appointment of Initial Registrar. The City hereby appoints
The Finance Director of the City of Plymouth, Minnesota, as the initial Regis-
trar. In the event the Bonds are no longer registered in the name of a
securities depository as provided in Section 3 the Finance Director may continue
as Registrar or the Mayor and the City Clerk z -e authorized to execute and
deliver, on behalf of the City, a contract with the a Successor 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 Regis-
trar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor
Registrar. in which event the predecessor Registrar shall deliver all cash and
Bonds in its possession to the successor Registrar and shall deliver the bond
register to the successor Registrar. On or before each principal or interest
due date, without further order of this Council, the Finance Director shall
transmit to the Registrar moneys sufficient for the payment of all principal and
Interest then due.
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 City by
the manual or facsimile signatures of the Mayor and the Manager. provided that
all signatures may be printed, engraved or lithographed facsimiles of the
originals. In case any officer whose signature or a facsimile of whose signa-
ture shall appear on the Bonds shall cease to be such officer before the deliv-
ery of any Bond, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he 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 Regis-
trar. 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 Finance Director 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 the Purchaser shall not be obligated to
see to the application of the purchase price.
2:06. Temporary Bonds. The City may elect to deliver in lieu of printed
definitive Bonds, one or more typewritten temporary Bonds in substantially the
form set forth in Section 3 with •ich changes as may be necessary to reflect
more than ond maturity in a sinaie temporary bond. Upon the execution and
delivery of definitive Bonds, the temporary Bonds shall be exchanged therefor
and cancelled.
Section 3. Form of Bond.
3.01. The Bonds shall be printed or typewritten in substantially the
following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1988A
Date of
Rate Maturity Original Issue CUSIP
Auqust 16. 1988
No.
i
The City of Plymouth. Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City), acknowledges itself to be
Indebted and for value received hereby promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above, with interest thereon from the date hereof at the annual rate
specified above, payable August 1 and February 1 in each year, commencing
August 1, 1988. 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 immedi-
ately preceding month. The interest hereon and, upon presentation and surrender
hereof, the principal hereof are payable in lawful money of the United States of
America by check or draft by the Finance Director of the City of Plymouth,
Minnesota. as Bond Registrar. Paying Agent. Transfer Agent and Authenticating
Agent, or the designated successor Registrar under the Resolution described
herein. For the prompt and full payment of such principal and interest as the
same respectively become due, the full faith and credit and taxing powers of the
City have been and are hereby irrevocably pledged.
iThe City may elect on February 1. 1993, and on any interest payment date
thereafter, to prepay Bonds of this issue maturing on or after February 1. 1994.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, those Bonds remaining unpaid which have the latest
maturity date will be prepaid first. If only part of the Bonds having a common
maturity date are called for prepayment the specific Bonds to be prepaid will be
chosen by lot by the Registrar. All prepayments shall be at a price of par plus
accrued interest.
The City Council has designated the Bonds as "qualified tax exempt obliga-
tions" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the Code) relating to disallowance of interest expense for
financial institutions and within the $10 million limit allowed by the Code for
the calendar year of issue.
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.
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 or of an authorized representative.
IN WITNESS WHEREOF, the City of Plymouth, Hennepin County, Minnesota, by
Its City Council, has caused this Bond to be executed on its behalf by the
manual or facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
0 Dated:
City Manager
CITY OF PLYMOUTH, MINNESOTA
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$3.950.000 all of like original issue date and tenor, except as -to number,
maturity date. redemption privilege, and interest rate, all issued pursuant to a
resolution adopted by the City Council on August 1. 1988 (the Resolution), for
the purpose of providing money to defray the expenses incurred and to be in-
curred in making local improvements, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota. including Minnesota Statutes,
Chapter 429, and the principal hereof and interest hereon are payable primarily
from special assessments against property specially benefited thereby, as set
forth in the Resolution to which reference is made for a full statement of
rights and powers thereby conferred. The full faith and credit of the City are
Irrevocably pledged for payment of this Bond and the City Council has obligated
Itself to levy additional ad valorem taxes on all taxable property in the City
In the event of any deficiency in special assessments pledged, which taxes may
be levied without limitation as to rate or amount. The Bonds of this series are
Issued only as fully registered Bonds in denominations of $5.000 or any integral
multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by the
owner's attorney duly authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory to the Bond Registrar, duly
executed by the registered owner or the owner's attorney; and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon such
transfer or exchange the City will cause a new Bond or Bonds to be issued in the
name of the transferee or registered owner, of the same aggregate principal
amount, bearing interest at the same rate and maturing on the same date, subject
to reimbursement for any tax. fee or governmental charge required to be paid
with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is
overdue or not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Bond Registrar shall be affected by any notice to
the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the City's home rule charter and 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 City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required,
and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional 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 if the Bonds are in printed form.)
I 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 Plymouth,
Minnesota, which includes the within Bond, dated as of the date of delivery of
and payment for the Bonds.
(Facsimile Signature)
City Clerk
CERTIFICATE OF REGISTRATION
(For use if Finance Director is Registrar)
This bond has been registered as to principal and interest in the name of
the Registered Owner specified above on the registration books of the City of
Plymouth, Minnesota
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 UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Gifts or
Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . . . .
not as tenants in common (State)
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 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.
The Bond Registrar will not effect transfer of this Bond unless the infor-
mation concerning the assignee requbsted below is provided.
0 Name and Address:
Include information for all joint owners if
this Bond is held by joint account.)
Please insert social security or
other identifying number of assignee
3.02. The City Clerk shall obtain a copy of the proposed approving legal
opinion of LeFevere, Lefler, Kennedy, O'Brien b Drawz, a Professional Associa-
tion, Minneapolis, Minnesota, which shall be complete except as to dating
thereof and shall cause the opinion to be printed on each Bond, together with a
certificate to be signed by the facsimile signature of the Clerk in substantial-
ly the form set forth in the form of Bond. The Clerk is hereby authorized and
directed to execute such certificate in the name of the City upon receipt of
such opinion and to file the opinion in the City offices.
3.03. Book -Entry System; Limited Obligation of City. The Bonds shall 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 1.03 hereof.
Upon initial issuance, the ownership of each such Bond shall be registered in
the registration books kept by the Bond Registrar in the name of Cede i Co., as
nominee for The Depository Trust Company, New York, New York, and its successors
and assigns (DTC). Except 9s provided in Section 3 hereof, all of the out-
standing Bonds shall be registered in the registration books kept by the Bond
Registrar in the name of Cede i Co., as nominee of DTC.
3.04. With respect to Bonds registered in the registration books kept by
the Bond Registrar in the name of Cede i Co., as nominee of DTC, the City, the
Bond Registrar and the Paying Agent shall have no responsibility or obligation
to any broker dealers, banks and other financial institutions from time to time
for which DTC holds Bonds as securities depository (the Participants) or to any
other person on behalf of which a Participant holds an interest in the Bonds,
Including but not limited to any responsibility or obligation with respect to
(1) the accuracy of the records of DTC, Cade i Co. or any Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any
Participant or any other person other than a registered owner of Bonds, as shown
by the registration books kept by the Bond Registrar, of any notice with respect
to the Bonds, including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of Bends, or any
amount with respect to principal of, premium, if any, or interest on the Bonds.
The City, the Bond Registrar and the Paying Agent spay treat and consider the
person in whose name each Bond is registered in the registration books kept by
the Bond Registrar as the holder and absolute owner of such Bond for the purpose
of payment of principal, premium and interest with respect to such Bond, for the
purpose of registering transfers with respect to such Bond, and for all other
purposes. The Paying Agent shall pay all principal of, premium, if any, and
Interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all
such payments shall be valid and effectual to fully satisfy and discharge the
City'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
Bond Registrar, shall receive a certificated Bond evidencing the obligation of
the City to make payments of principal, premium, if any, or interest pursuant to
this Bond Resolution. Upon delivery by DTC to the Finance Officer of a written
notice to the effect that DTC has determined to substitute a new nominee in
place of Cede 6 Co., and the words "Cede b Co.," shall refer to such new nominee
of DTC; and upon receipt of such a notice, the Finance Director shall promptly
deliver a copy of the same to the Bond Registrar and Paying Agent, if the Bcnd
Registrar or Paying Agent is other than the Finance Director.
3.05. Representation Letter. The form of Representation Letter proposed
to be submitted to DTC, which is on file with the Finance Director and presented
to this meeting, is hereby approved, and the Finance Director is authorized to
execute and deliver the Representation Letter in substantially the form on file,
with such changes therein not inconsistent with law as the Finance Director and
the City Attorney may approve, which approval shall be conclusively evidenced by
the execution thereof. Any Paying Agent or Bond Registrar subsequently
appointed by the City with respect to the Bonds shall agree to take all action
necessary for all representations of the City in the Representation Letter with
respect to the Bond Registrar and Paying Agent. respectively, to at all time be
complied with.
3.06. Transfers Outside Book -Entry System. In the event the City, by
resolution of the City Council, determines that it is in the bast interests of
the persons having beneficial interest in the Bonds that they be able to obtain
Bond certificates. the City shall notify DTC, whereupon DTC shall notify the
Participants, of the availability through DTC of Bond certificates. In such
event the City shall issue, transfer and exchange Bond certificates as requested
by DTC and any other registered owners in accordance with the provisions of this
resolution. DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the City and discharging
Its responsibilities with respect thereto under applicable law. In such event,
If no successor securities depository is appointed, the City shall issue and the
Bond Registrar shall authenticate Bond certificates in accordance with this Bond
Resolution and the provisions hereof shall apply to the transfer, exchange and
method of payment thereof.
3.07. Payments to Cede 3 Co. Notwithstanding any other provision of this
Bond Resolution to the contrary, so long as any Bond is registered in the name
of Cede 6 Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the
Representation Letter.
Section 4. Payment: Security: Pledges and Covenants.
4.01. The Bonds shall be payable from the Series 1988A Improvement Bonds,
Debt Service Fund (Debt Service Fund) hereby created, and special assessments
(Assessments) to be levied for the improvements (Improvements) financed by the
Bonds are hereby pledged to the Debt Service Fund. If an; payment of principal
or interest on the Bonds shall become due when there is not sufficient money in
. the Debt Service Fund to pay the same. the Finance Director shall pay such
principal or interest from the general fund of the City, and the general fund
shall be reimbursed for such advances out of the proceeds of Assessments levied
for the Improvements when collected. There is hereby appropriated to the Debt
Service Fund the following amounts together with accrued interest received with
the purchase price of the Bonds:
Capitalized Interest $ 0
Excess Over Minimum Purchase Price 35.945
Total $ 35,945
4.02. It is hereby determined that the Improvements -to be financed by the
Bonds will directly and indirectly benefit and abutting property, and the City
hereby covenants with the holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Im-
provements to be promptly levied so that the first installment will be
collectible not later than 1989 and will take all steps necessary to assure
prompt collection, and the levy of the Assessments is hereby authorized.
The City Council shall cause all further actions and proceedings relative
to the making and financing of the Improvements financed hereby to be taken
with due diligence that are required for the construction of each Improve-
ment financed wholly or partly from the proceeds of the Bonds, and for the
final and valid levy of the Assessments and the appropriation of any other
funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in the
Assessments, the City Council will levy ad valorem taxes in the amount of
said current or anticipated deficiency.
(c) The City rill keep complete and accurate books and records
showing: all receipts and disbursements in connection with the Improve-
ments. Assessments levied therefor and other funds appropriated for their
payment, all collections thereof and disbursements therefrom, moneys on
hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least
annually and will furnish copies of such audit reports to any interested
person upon request.
4.03. It is hereby determined that the estimated collections of Assess-
ments and interest thereon for payment of principal and interest on the Bonds
will produce at least five percent in excess of the amount needed to meet when
due, the principal and interest payments on the Bonds and that no tax levy is
needed at this time.
4.04. The City Clerk is authorized and directed to file a certified copy
of this resolution with the Director of Property Taxation and to -obtain the
certificate required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are hereby authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds,
' certified copies of proceedings and records of the City relating to the Bonds
and to the financial condition and affairs of the City, and such other certifi-
cates, affidavits and transcripts as may be required to show the facts within
their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds and such
instruments, including any heretofore furnished, shall be deemed representations
of the City as to the facts stated therein.
5.02. The Mayor, Manager and City Finance Director are hereby authorized
and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to
the best of their knowledge and belief the Official Statement is a complete and
accurate representation of the facts and representations made therein as of the
date of the Official Statement.
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest on the Bonds to
become subject to taxation under the Internal Revenue Code of 1986, as amended
(the Code), and the Treasury Regulations promulgated thereunder, in effect at
the time of such actions, and that it will take or cause its officers, employees
or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code
and applicable Treasury Regulations, as presently existing or as hereafter
amended and made applicable to the Bonds.
6.02. (a) The City shall comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the interest
on the Bonds under Section 103 of the Code, including without limitation re-
quirements relating to temporary periods for investments, limitations on amounts
invested at a yield greater than the yield on the Bonds, and the rebate of
excess investment earnings to the United States if the Bonds (together with
other obligations reasonably expected to be issued in calendar year 1988 exceed
the small -issuer exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the
federal arbitrage rebate requirements, the City hereby finds, determines and
declares that the aggregate face amount of all tax-exempt bonds (other than
private activity bonds) issued by the City (and all subordinate entities of the
City) during the calendar year in which the Bonds are issued and outstanding at
one time is not reasonably expected to exceed $5,000,000, all within the meaning
of Section 148(f)(4)(C) of the Code.
6.03. The City further covenants not to use the proceeds of the Bonds or
to cause or permit them or any of them to be used, in such a manner as to cause
the Bonds to be "private activity bonds" within the meaning of Sections 103 and
141 through 150 of the Code.
6.04. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the City hereby makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section
141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(,other than private activity bonds, treating qualified 501(c)(3) bonds as
not being private activity bonds) which will be issued by the City (and all
subordinate entities of the County) during calendar year 1988 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1988 have been designated for purposes of Section
265(b)(3) of the Code.
6.05. The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations
made by this section.
The motion for the adoption of the foregoing resolution was duly seconded
by Member Ricker , and upon vote bi-Ing taken thereon, the
following voted in favor thereof: Mayor Schneider, Council Members Ricker,
Vasiliou, Zitur and Sisk
and the following voted against the same: None.
whereupon said resolution was declared duly passed and adopted.
. STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF PLYMOUTH )
I, the undersigned, being the duly qualified and acting Clerk of the City
of Plymouth, Hennepin County, Minnesota, do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular meeting of
the City Council of the City held on August 1, 1988 with the original minutes on
file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of $3,950,000 General
Obligation Improvement Bonds, Series 1988! of the City.
WITNESS My hand officially as such Clerk and the corporate seal of the City
this.1st day of _ August , 1988.
City Clerk
Plymouth, Minnesota
(SEAL)
P5:00662D88.RAW