HomeMy WebLinkAboutCity Council Resolution 1989-685RESOLUTION N0.' 89-685
Extract of Minutes of Meeting
of the Catty Council of the City of
Plymouth. Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City
Council of the City of Plymouth, Minnesota. was duly field in the City Hall
In said City on Monday. November 6. 1989. commencing at 7:30 P.M.
The following members were present: Mayor Virgil Schneider, Council
Members Lloyd Ricker, Maria Vasiliou, Robert Zitur and Jerry Sisk
and the following were absent: None.
* * * * e e e * e
The Mayor announced that the next order of business was consideration
of the bids which had been received for the purchase of the City's
$4.285.000 General Obligation Water Revenue bonds of 1989. as advertised
for sale. The City Clerk presented affidavits showing publication of the
notice of sale in the City's official newspaper and in Northwestern
Financial Review, a financial paper published in Minneapolis, Minnesota,
which affidavits were examined and found satisfactory and ordered placed on
file.
The City Clerk presented a tabulation of the bids which had been
received in the manner specified in the Official Notice of Sale of the
Bonds. The bids were as follows:
•
$4,285,000 General Obligation Water Revenue Bonds of 1989
City of Plymouth, Minnesota
SALE: Monday, November 6, 1989
AWARD: HARRIS TRUST AND SAVINGS BANK
NAME OF BIDDER
HARRIS TRUST AND SAVINGS BANK
Chicago, Illinois
BEAR, STEARNS & COMPANY
Chicago, Illinois
utchinson, Shockey, Erley & Company
ailutNational Bank
Bank of Boston
United Missouri Bank of Kansas City, N.A.
DEAN WrMR REYNOLDS, INC.
Chicago, Illinois
SHEARSON LEHMAN HUTTON, INC.
Chicago, Illinois
CLAYTON BROWN & ASSOCIATES, INC.
Chicago, Illinois
BLUNT, ELLIS & LOEWI, INC.
Chicago, Illinois
GRIFFIN, KUBIK, STEPHENS &
& THOMPSON, INC.
Chicago, Illinois
LEADERS IN PUBLIC FINANCE
2950 Norwest Cerner
90 Sou(h Seventh Sireel
Minneapolis, MN 554024100
(612) 339-8291 FAX (612) 339-0854
BHI: 7.24%
COUPON
NET INTEREST COST
RATE
YEAR
& RATE PRICE
5.90%
1991-1992
$1,690,417.15 $4,233,187.85
6.00%
1993-1994
6.05%
1995
6.3379%
6.10%
1996
6.20%
1997-2000
6.00%
1991
$1,706,368.96 $4,252,795.10
6.05%
1992-1993
6.10%
1994
6.3977%
6.15%
1995
6.20%
1996-1997
6.25%
1998
6.375%
1999
6.50%
2000
6.125%
1991-1992
$1,711,360.72 $4,231,531.45
6.20%
1993-1998
6.25%
1999-2000
6.4164%
2950 Norwest Cerner
90 Sou(h Seventh Sireel
Minneapolis, MN 554024100
(612) 339-8291 FAX (612) 339-0854
r�
$4,285,000 General Obligation Water Revenue Bonds of 1989
City of Plymouth, Minnesota
Monday, November 6, 1989
Page 2
NAME OF BIDDER
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
MILLER, JOHNSON & KUEHN, INC.
Minneapolis, Minnesota
SMITH BARNEY, HARRIS UPHAM
& COMPANY, INC.
Chicago, Illinois
THE NORTHERN TRUST COMPANY
Chicago, Illinois
41 ER, JAFFRAY & HOPWOOD INC.
inneapolis, Minnesota
American National Bank & Trust Company
Robert W. Baird & Company, Inc.
Craig Hallum, Inc.
Park investment Corporation
Peterson Financial Corporation
Moore, Juran & Company, Inc.
NORWEST INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
FBS CAPITAL MARKETS GROUP
Minneapolis, Minnesota
John G. Kinnard & Company, Inc.
0
COUPON
RATE
6.00%
6.0%
6.10%
6.15%
6.25%
6.30%
6.35%
6.45%
6.50%
6.00%
6.05%
6.10%
6.20%
6.25%
6.30%
6.35%
6.40%
6.50%
6.55%
NET INTEREST COST
YEAR & RATE PRICE
1991-1992
1993
1994
1995
1996
1997
1998
1999
2000
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
$1,720,589.38
6.4511%
$-1,744,138.75
6.5393%
$4,250,720.00
$4,242,150.00
After due consideration of the bids, Member Sisk then
Introduced the following resolution and moved its adoption:
RESOLUTION N0. 89-685
A RESOLUTION AWARDINC THE SALE OF $4,285,000 GENERAL
OBLIGATION WATER REVENUE BONDS OF 1989;
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 (Purchaser)
to purchase $4,285,000 General Obligation Water Revenue Bonds of 1989
(Bonds) of the City described in the Official Notice of Sale thereof is
found and determined to be the highest and best bid received pursuant to
duly advertised notice of sale and to accepted, the bid being to purchase
the Bonds at a price of $4,233,187.85 plus accrued interest to date of
delivery, for Bonds bearing interest as follows:
Year of Maturity
Interest Rate
Year of Maturity
Interest Rate
1991
5.90%
1996
6.10%
1992
5.90%
1997
6.20%
1993
6.00%
1998
6.20%
1994
6.00%
1999
6.20%
1995
6.05%
2000
6.20%
Net effective interest rate: 6.3379% _
1.02. The sun of $ 1,749.85 being the amount bid by the Purchaser
in excess of $4,231,438 will be credited to the Debt Service Fund herein-
after 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 $4,285,000, originally dated November 1, 1989, in the
denomination of $5,000 each or any integral multiple thereof, numbered No.
R-1, upward, bearing interest as above set forth, and which mature serially
on February 1 in the years and amounts as follows:
Year
Amount
Year,
1991
$325.000
1996
1425.000
1992
350,000
1997
475,000
1993
375.000
1998
500.000
1994
375.000
1999
525.000
1995
400,000
2000
535,000
1.04. Optional Redemption. The City nay elect on February 1. 1995
and on any interest payment date thereafter to prepay Bonds maturing on or
after February 1, 1996. Redemption may be in whole or in para of the Bonds
subject to prepayment. If redemption is in part, those Bonds remaining
unpaid which have the latest maturity *.late 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 interept.
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, is payable by check or draft issued by the
Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of
the last inters past yment date preceding the date of authentication to
which interest 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
Sand shall be dated as of the data of authentication, or (ii) the date of
authentication it prior to the first interest payment date, in which case
such Bond will be dated as of the date of original issue. The interest on
the Bonds will be payable on February 1 and August 1 of each year. com-
mencing August 1, 1990, 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 will appoint, and shall maintain, a
bond registrar, transfer agent, authenticating agent and paying agent
(Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corpo-
rate trust office a bond register in which the Registrar provides for
the registration of ownership of Bonds and the registration of trans-
fers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a 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 will
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 sntil such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and
delivei one or more new Bonds of a life aggregate principal amount and
maturity. as requested by the registered owner or the owner's attorney
In writing.
(d) Cancellation. Bonds surrendered upon any transfer or ex-
change will be promptly cancelled by the Registrar and thereafter
disposed of as directed by the City.
(a) Improper or Unauthorized Transfer. When a Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer
the Bond until the Registrar is satisfied that the endorsement on the
Bond or separate instrument of transfer is valid and genuine and that
the requested transfer is legally authorized. The Registrar will
Incur no liability for the refusal, in good faith, to slake 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 naso a Bond is registered in the bond register as
the absolute owner of the Bond, whether the Bond is overdue or not,
for the purpose of receiving payment of, or on account of, the prin-
cipal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will
be valid and effectual to satisfy and discharge the liability upon
such Bond to the extant of the sum or sums so paid.
(g) Taxes, Fees and Charges. For a 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 the transfer
or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond
becomes mutilated or is destroyed, stolen or lost, the Registrar will
deliver a new Bond of like amount, number, maturity date and tenor in
exchange and substitution for and upon cancellation of the mutilated
Bond or in lieu of and in substitution for a 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 de-
stroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the 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 satisfac-
tory to it and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the
Registrar will be cancelled by the Registrar and evidence of such
cancellation must 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 is not necessary to issue a new Bond
prior to payment.
(1) Redemption. In the event any of the Bonds are called for
redemption, 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 (portage 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 regis-
tration books kept by the Registrar and by publishing the notice in
the manner required by law. Failure to give notice by publication or
by mail to any registered owner, or any defect therein, will not
affect the validity of any proceeding for the redemption of Bonds.
Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption
are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints the
Finance Dirertor of the City as the initial Registrar. In the event the
Bonds are no longer registered in the name of a securities depository as
provided in Section 3 hereof, the Finance Director may zontinue as Regis-
trar or the Mayor and the City Manager are authorized to execute and
deliver, on behalf of the City. a contract with 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 is 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 the Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar must deliver
all cash and Bonds in its possession to the successor Registrar and must
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 must transmit to the Registrar moneys sufficient for the
payment of all principal and interest than due.
2.05. Execution, Authentication and Delivery. The Bonds will be
prepared under the direction of the Clerk and executed on behalf of the
City by the 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
signature appears on the Bonds ceases to be such officer before the deliv-
ery of any Bond, such signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in
office until delivery. Notwithstanding such execution, a Zond will not 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
the Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on dif-
ferent Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond is 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 upon payment of the purchase price
In accordance with the contract of sale heretofore made and executed, and
the Purchaser is not 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 sub-
stant:.Nilly the fore set forth in Section 3 with such changes as may be
necessary to reflect more than one maturity in a single temporary bond.
Upon the execution and delivery of definitive Bonds the temporary Bonds
will be exchanged therefor and cancelled.
Section 3. Fora of Bond.
3.01. The Bonds will be printed in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIF
CITY OF PLYMOUTH
GENERAL OBLIGATION WATER REVENUE BOND OF 1989
Date of
Rate Maturity Original Issue CUSIP
November 1, 1989
No. $
The City of Plymouth. Minnesota, a duly organized and existing munic-
ipal corporation in Hennepin County. Minnesota (City), acknowledges itself
to be indebted and for value received hereby promises to pay to
or tzg1stered 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 February 1 and August 1 in each year,
commencing August 1, 1990, to the person in whose name this Bond to regis-
tered at the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month. The interest hereon and.
upon presentation and 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 as Bond Registrar, Paying Agent, Transfer
Agent and Authenticating Agent, or its designated successor under the
Resolution described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith
and credit and taxing powers of the City have been and are hereby irrevo-
cably pledged.
The City say elect on February 1, 1995, and on any interest payment
date thereafter, to prepay Bonds of this issue maturing on or after Febru-
ary 1, 1996. Redemption may be in whole cr fn part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid which
have the latest maturity date will be piopaid first. If only part of the
Bonds having a comma maturity date are called for prepayment the specific
Bonds to be prepaid will be chosen by lot by the Registrar. All prepay -
mute shall be at a price of par plus accrued interest.
The City Council has designated the Bonds as "qualified tax exempt
obligations" 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 contained on the reverse hereof
have the same effect as though fully set forth in this place.
This Bond is not valid or obligatory for any purpose or entitled to
any security or be:efit under the Resolution until th,j Certificate of
Authentication hereon has been executed by the Bond Registrar by manual
signature of one of its authorised representatives.
7N 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 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 PLYMOUTH, MINNESOTA
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This Is one of the Bonds delivered pursuant to the Resolution men-
tioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$4,285,000 all of like original issue date and tenor, except as to number,
maturity date, redemption privileges and interest rata, all issued pursuant
to a resolution adopted by the City Council on November 6. 1989 (the
Resolution), for the purpose of providing money to aid in financing various
improvements to the water system of the City. pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota,
Including Minnesota Statutes. Section 444.075 and the principal hereof and
Interest hereon are payable primarily from the net revenues of the water
system of the City in a special debt service fund of the City, 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 prop-
erty in the City in the event of any deficiency in net revenues 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 denomi-
nations of $5.000 or any integral multiple thereof of single maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the
City has covenanted and agreed that it will continue to own and operate the
water plant system free from competition by other like utilities; that
adequate insurance on said plant and system and suitable fidelity bonds on
employees will be carried; that proper and adequate books of account will
be kept showing all receipts and disbursements relating to the slater Funds
Into which it will pay all of the gross revenues from the water system;
that it will also create and maintain a General Obligation Hater Revenue
Bonds of 1989 Debt Service Fund, into which it will pay, out of the net
revenues from the water system a sum sufficient to pay principal hereof and
Interest thereon when due; and that it will provide, by ad valorem tax
levies, for any deficiency in required net water system revenues.
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 ty any notice to the contrary.
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 City in accordance with its terns, have been
done, do esist, 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 emceed 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.)
I certify that the above is a full, true and correct copy of the legal
opinion rendered by bond counsal on the issue of Bonds of tLe 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 Clark
CERTIFICATE OF REGISTRATION
(For use if Finance Director is Registrar)
This bond bas 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 VNIF GIFT MIN ACT Custodian
In common (cunt)
(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 trans-
fers unto the within Bond and all
rights thereunder, and does hereby irrevoca y constitute and appoint
attorney to transfer the said Bond on the books
pt for registration othe within Bond, with full power of substitution
In the premises.
Dated:
Notice: The assign2r's signature to this assignment suet correspond
with t 1e name as it appears upon the face of the within Bond
In every particular, without alteration or any change
whatever.
Signature Guaranteed:
Signatures must be guaranteed by a national bank or trust company or by a
brokerage firs having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the
information concerning the assignee requested below is provided.
Name and Address:
Include information for all joint owners if
this Bond is held by joint account.)
Please insert social security or
other identifying number of assignee
3.02. The City Clerk shall obtain a copy of the proposed approving
legal opinion of Holmes S Graven, Chartered, 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 substantially the fors set forth in the
fors of Bond. The Clerk is hereby authorized and directed to execute such
certificate in the naso 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
hareof. Upon initial issuance, the ownership of each such Bond shall be
registered in the registration books kept by the Bond Registrar in the new
of Cede i Co., as nominee for The Depository Trust Company, Now York, New
York, and its successors and assigns (DTC). Except as provided in this
section, all of the outstanding Bonds shall be registered in the registra-
tion books kept by the Bond Registrar in the name of Cade 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 Cade 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
Par=.lpants) or to any other person on behalf of which a Participant holds
an Brest in the Bonds, including but not limited to any responsibility
or o igation with respect to (1) the accuracy of the records of DTC, Cede
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 show 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 Bonds, or any amount with respect
to principal of, premium, if any, or interest on the Bonds. The City, the
Bond Registrar and the Paying bent say 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 weer 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 suss 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 Cade i Co., and the trords "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 Bond Registrar or Paying Agent is other than the Finance
Director.
3.05. Representation Letter. The form of Representation Letter
proposed to be submitted to DTCwhich is on file with the Finance Director
i
and presented to this meeting, s hereby approved, and the Firance Director
is authorized to execute and deliver the Representation Letter in substan-
tially 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 times 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 best 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 certifi-
cates. In such event the City shall issue, transfer and exchange Bond
certificates as requested by DTC and any other registered owners in accor-
dance with the provisions of this resolution. DTC sty determine to dis-
continue 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 & Co. Notwithstanding any other provision of
this Bond Resolution to the contrary, so long as any Bond is registered in
the name of Cede 3 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 shalt. be made and given, respectively, in the
manner provided in the Representation Letter.
Section 4. Payment: Security: Pledges and Covenants.
4.01. The City will create and continue to operate its Water Fund to
which will be credited all gross revenues of the water system and out of
which will be paid all normal and reasonable expenses of current operations
of the wate: system. Any balance therein are deemed net revenues and will
be transferred, from time to time, to a General Obligati.�a Water Revenue
Bonds of 1989 Debt Service Fund (Debt Service Fund) hereby created in the
Water Fund, which fund will be used only to pay principal of and interest
on the Bonds and any other bonds similarly authorized. There will always
be retained in the Debt Service Pond a sufficient mount to pay principal
of and interest on all the Bonds, and the Finance Director must report any
current or anticipated deficiency in the Debt Service Fund to the City
Council. There is appropriated to the Debt Service Fund all capitalized
Interest financed from Bond proceeds, if any, any amount over the minimum
purchase price of the Bonds paid by the Purchaser and all accrued interest
paid by the Purchaser upon closing and delivery of the Bonds.
4.02. The City Council covenants and agrees with the holders of the
Bonds that so long as any of the Bonds remain outstanding and unpaid, it
will keep and enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate
the water system as public utilities and conveniences free from
competition of other like utilities and will cause all revenues
therefrom to be deposited in bank accounts and credited to the water
system accounts as hereinabove provided, and will make no expenditures
from those accounts except for a duly authorised purpose and in
accordanro with this resolution.
(b) The City will also maintain the Debt Service Fund as a
separate account in the Water Fund and will cause money to be credited
thereto from time to time, out of net revenues from the water system
in sums sufficient to pay principal of and interest on the Bonds when
due.
(c) The City will keep and maintain proper and adequate books of
records and accounts separate from all other records of the City in
which will be complete and correct entries as to all transactions
ralating to the water system and which shall be open to inspection and
copying by say bond holder, or the holder's agent or attorneye at any
reasonable time, and it will furnish certified transcripta therefrom
upon request and upon payment of a reasonable fee therefor, and said
account will be audited at least annually by a qualified public
accountant and statements of such audit and report will be furnished
to all bondholders upon request.
(d) The City Council will cause persons handling rsysnws of the
water system to be bonded in reasonable amounts for the protection of
the City and the bondholders and will ce,-!re the funds collected 00
account of the operations of the water system to be deposited in a
bank whose deposits are guaranteed under the Federal Deposit Insurance
Lay.
(s) The Council will keep the water system insured at all time
against loss by fire, tornado and other risks customarily insured
against with an insurer or insurers in good standing. in such amounts
as are customary for like plants, to protect the holders, from time to
time, of the Bonds and the City from any loss due to any such casualty
and will apply the proceeds of such insurance to make good any such
lose.
(f) The City and each and all of its officers will pu0ctually
perform all duties with reference to the water system as required by
law.
(g) The City will impose and collect charges of the mature
authorised by Minnesota Statutes. section 444.075 at the times and in
the amounts required to produce, net revenues adequate to pay all
principal and interest when due on the Bonds and to create and main-
tain such reserves securing said payments as may be provided in this
resolution.
(h) The City Council will levy general ad valorem taxes on all
taxable property in the City, when required to most any deficiency in
net revenues.
4.03. It is hereby determined that the estimated collection of net
revenues for the payment of principal and interest on the Bonds will
produce at least five percent in excess of the amount needed to sleet, when
due, the principal and interest payments on the Bonds and that no tax levy
In needed at this time.
4.04. The City Clerk is authorised 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 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 certificates, 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 mar-
ketability 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 and City Manager are authorised and directed to
certify that they have examined the Official Statement prepared and circu-
lated 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 Co,'-:), and the Treasury Regulations promulgated
thereunder, in effect at tb: 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 appli-
cable 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 requirements 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 1989) 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 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 obliga-
tions" within the meaning of Section 265(b)(3) of the Code, the City 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 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 City) during calendar year 1989
will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1989 have been designated for purposes of Section
265(b)(3) of the Code.
6.05. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the desig-
nations made by this section.
The motion for the adoption of the foregoing resolution was duly
seconded by Member _ r , and upon vote being taken
thereon, the following voted in favor thereof: Mayor Schneider,
Members Ricker, Vasiliou, Zitur and Sisk
and the following voted against the same: gone.
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, Founepin 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 November 6, 1989 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 $4,285,000 General
Obligation Water Revenue Bonds, Series 1989 of the City.
WITNESS My hand officially as such Clerk and the corporate seal of the City
this (a *A_ day of A%a Vt*m bz r , 1989.
City Clerk
Plymouth, Minnesota
(SEAL)
A:00661089.RAW