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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