HomeMy WebLinkAboutCity Council Resolution 1989-686RESOLUTION NO. 89-686
Extract of Minutes of Meeting
of the City Council of the City of
Plymouth, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular sleeting of the City
Council of the City of Plymouth, Minnesota, Was duly held 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.
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
$715,000 General
Obligation Improvement 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 pub-
lished 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 scanner specified in the Official Notice of Sale of the Bonds. The bids
were as follows:
City of Plymouth, Minnesota
SALE: Monday, November 6, 1989
.AWARD: HARRIS TRUST AND SAVINGS BANK
i.: •_ 64.6., i.
NAME OF BIDDER
HARRIS TRUST AND SAVINGS BANK
Chicago, Illinois
BEAR, STEARNS & COMPANY
Chicago, Illinois
Hutchinson, Shockey, Erley & Company
LA Salle National Bank
hawmut Bank of Boston
_jWted Missouri Bank of Kansas Ciry, N.A.
i" 1'..AYTON BRCE)WIN & s cSOMTES, INC.
Chicago, Minois
BLUNT , ELLIS & LOEWI, INC.
Chicago, Illinois
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
Chicago, Illinois
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
DEAN WI TIER REYNOLDS
Chicago, Illinois
EARSON LEHMAN HUTTON, INC
--icazo, Illinois
COUPON
RATE YEAR
5.90%
6.00%
6.00%
6.05%
6.109'0
6.0%
6.25%
6.05%
6.10%
6.15%
6.20%
1992-1996
1992-1996
1992
1993
1994
1995
1996
1992-1993
1994
1595
1996
BBI: 7.24%
NET INTEREST COST
& RATE
$191,811.60
6.1700%
$193,450.25
6.2227%
$196,651.25
6.3257%
$198,456.87
6.3838%
PRICE
$706,604.65
$708,074.75
$709,280.00
$707,135.00
8iw. � kw. tNorwest Center
90 South Seventh Streer
Minneapolis. MN 55402-4100
LEADERS IN PUBLIC FINANCE (612)339-8291 FAX(612)3390854
x,000 General Obligation Improvement Bonds of 1989
of Plymouth, Minnesota
day, November 6, 1989
NAME OF BIDDER
PIPER, JAFFRAY & HOPWOOD INC.
Minneapolis, Minnesota
American National Bank & Trust Company
Robert W. Baird & Company, Inc.
Craig Hallum, Inc.
Pack Investment Corporation
Peterson Financial Corporation
Mose, Juran & Company, Inc.
ASSOCIATION WITH -
ORWEST INVESTMENT SERVICES, INC.
inn espolis, Mumesota
S CAPITAL MARKETS GROUP
Minneapolis, Minnesota
John 0. Kinnard & Company, Inc.
COUPON NET INTEREST COST
RATE YEAR & RATE PRICE
6.05%
6.10%
6.20%
6.25%
6.30%
1992 $199,633.12 $708,565.00
1993
1994 6.4216%
1995
1996
After due consideration of the bids, Member Sisk then
Introduced the following resolution and saved its adoption:
RESOLUTION N0. 89--686
A RESOLUTION AWARDING THE SALE OF $715,000
GENERAL OBLIGATION IMPROVEMENT 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 Hqrris Tgust and Sayinas Rank (Purchaser) to
purchase $715.000 General obligation Improvement Bonds o (Bonds) of the
City described in the Official Notice of Sale thereof is hereby found and
determined to be the highest and best bid received 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 $ 706.604.65 plus accrued interest to date of delivery,
for Bonds bearing interest as follows:
Year of Maturity
1992
1993
1994
Interest Rate
5.90%
5.90%
5.90%
Net effective interest rate: 6.170%
Year of Maturity
1995
1996
Interest Rate
5.90%
5.90%
1.02. The am of $ 541.65 being the amount bid by the Purchaser in
excess of $706,063 will be credited to the Debt Service Fund hereinafter creat-
ed. 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 will forthvlVh issue and well the Bonds in the total
principal amount of $715,000, originally dated November 1, 1989, in the denomi-
nation 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 Amount
. 1992
$115,000 1995 $150,000
1993
150,000 1996 150,000
1994
150,000
1.04. Optional Redemption. The City may elect on February 1, 1994 and on
any interest payment date thereafter to prepay Bonds maturing on or after
February 1, 1995. 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 data 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, 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 interest payment date preceding the date 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
10 made available for payment, in which case such Bond shall be dated as of the
date of authentication, or (ii) the date of authentication is 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 is payable on February 1 and August 1
of each year, commencing August 1, 1990, to the owner of record thereof as of
the close of business on the fifteenth day of the !mediately preceding month,
whether or not such day is a business day.
2.03. Reaistration. 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 Regis-
trar with respect thereto ars as follows:
(a) Resister. The Registrar must keep at its principal corporate
trust office a bond register. in which the Registrar provides 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 a Bond duly
endorsed by the registered owner thereof or accompanied by a written
Instrument of transfer, in form satisfactory to the Registrar, duly exe-
cuted by the registered owner thereof or by an attorney duly authorised by
the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferser; one or
' more new Bonds of a like aggregate principal amount and maturiL;: as
requested by the transferor. The Registrar may, however, close the books
for registration of any transfer after the fifteenth day of the month
preceding each interest payment date and until such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more
now Bonds of a like aggregate principal amount and maturity* as requested
by the registered opener or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the City.
(e) 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 make transfers which it, in its judgment,
deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose nano a Bond is registered in the bond register u 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 principal of and
Interest on the Bond and for all other purposes and payments so made to
registered owner or upon the owner's order will 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, Face 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 o destroyed, stolen or lost, the Registrar will deliver a nev
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 destroyed, stolen or lost, upon
filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnish-
ing to the Registrar of an appropriate bond or indemnity in form, substance
and amount satisfactory to it and as provided by lav, 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
coucal?ation 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 re-
demption, notice thereof identifying the Bonds to be redeemed will be given
by the Registrar by nailing a copy of the radmaption notice by first class
nail (postage prepaid) not more than 60 and not less than 30 days prior to
the date fired 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 the notice in the manner required by lay. 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 teas* to bear
Interest aftar 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
Director of the City as the initial Registrar. In the avant the Bonds are no
longer registered in the name of a securities depository as provided in Section
3 hereof. the Finance Director may continue as Registrar or the Mayor and the
City Manager are authorised to execute and deliver, on behalf of the City, a
contract with the successor Registrar. Upon merger or consolidation of the
Registrar with another corporation. if the resulting corporation is a bank or
trust company authorized by lav 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 then 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 delivery 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 Bond 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
different 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 substantially the
form 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 toads the temporary Bonds will be exchanged therefor and
cancelled.
section 3. Form of toad.
3.01. The Bonds will be printed in substantially the following fore:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION IMPROVEMENT BOND OF 1989
Rate maturity
No.
Date of
Original Issue CUSIP
November 1, 1989
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 F.incipal sun of $ - on the maturity date
specified above, with interest Thereon from the data hereof at the annual rate
specified shoes, payable February 1 and August 1 in each year, commencing
August 1, 1990, to the parson in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the lemadi-
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 as Bond Registrar,
Paying Agent, Transfer Agent and Authenticating Agent, or the designated suc-
cessor under the Resolution described heroin. For the prompt and full payment
of such principal and interest as the ease respectively become due, the full
faith and credit and taxing powers of the City have been and are hereby Irrevo-
cably pledged.
The City may elect on February 1, 1994, and on any interest payment date
t6ereaftar, to prepay Bonds of this issue maturing on or after February 1. 1995.
Redemption say 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 ascended (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 for all purposes have the same effect as though fully set forth
in this place.
This Bond is not be valid or obligatory for any purpose or entitled to any
security or benefit under the Resolution until the Certificate of Authentication
hereon has been executed by the Bond Registrar by manual signature of one of its
authorized representatives.
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
facsimile signatures of the Mayor and City Manager and has caused this Bond to
be dated as of the data 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 mentioned
within.
By
Authorised Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $715,000
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 November 6, 1989 (the Resolution), for the
purpose of providing money to defray the expenses incurred and to be incurred in
making local improvements. pursuant to and in full conformity with the Consti-
tution and lava 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 by local improvements,
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 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 some aggregate principal
amount, bearing interest at the some 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 de® 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 will 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 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 dons, 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 constitu-
tional 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 counsel an' 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 Amer 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 CONI -- as tenants UNIF GIFT MIN ACT_ Custodian
In common (Cost) (Minor
TEN ENT -- as tanante
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)
iAdditional 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
or registration of within Bond, with full parer 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:
Signatures) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock ezchanges.
r
The Bond Registrar will not effect transfer of this Bond unless the infor-
mation 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 is directed to obtain a copy of the proposed approv-
ing legal opinion of Holmes 6 Graven, Chartered, Minneapolis, Minnesota, which
Is to be complete except as to dating thereof and to 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 fore set forth in the form of Bond.
The Clerk is 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 Citr. The Bonds shall be
10 Initially issued in the form of a separate single typewritten or printed fully
registered Bond for each of the maturities sat 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 as provided in this section, all of the outstanding
Bonds shall be registered in the registration books kept by the Bond Registrar
In the name of Cede & 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 Code 3 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, Cede b Co. or any Participant with
respect to any ownership interest in the Bonds. (ii) the delivery to any Par-
ticipant 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 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 Agent may 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 obligatl me 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 6 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 Latter. 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 authorised to
execute and deliver the Representation Letter in substantially the form on file,
with such changes therein not inconsistent with lav as the Finance Director and
the City Attorney my approve, which approval shall be conclusively evidenced by
the execution thereof. Any Paying Agent or Bond Registrar subsequently ap-
pointed 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 8 stem. In the event the City, by
resolution of Me City aounell, 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 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 servicss 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
mstbgd of payment thereof.
3.07. Payments to Cede b Co. Notwithstanding any other provision of this
Bond Resolution to the contrary, so long as any Bond is registered in the name
of Cede i Co., ar, 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 are payable from the Improvement Bonds of 1989 Debt
Service Fund (Debt Service Fund) hereby created, and the proceeds of special
aasessments (Assessments) levied or to be levied for the improvements (Improve -
•ants) financed by the Bonds are hereby pledged to the Debt Service Fund. If
any payment of principal or interest on the Bonds shall become due when there is
not sufficient money in the Debt Service Find to pay the same, the Finance
Director is directed to pay such principal or interest from the general fund of
the City, and the general fund will be reimbursed for such advances out of the
proceeds of Assessments when collected. There is appropriated to the Debt
Service Fund all capitalized interest financed from Bond proceeds, if any, any
amount aver the minimum purchase price paid by the Purchaser and the accrued
Interest paid by the. Purchaser upon closing and delivery of the Bonds.
4.02. It is hereby determined that the Improvements to be fiaanaad 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 1991 and will take all steps necessary to assure
prompt collection, and the levy of the Assessments is hereby authorized.
The City Council will 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 Assess-
ments the City Council will levy ad valorem taxes in the amount of the
current or anticipated deficiency.
(c) The City will keep complete and accurate books and records
showing: receipts and disbursements in connection with the Improvements,
Assessments levied therefor and other funds appropriated for their payment,
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 most 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 of Hennepin County and
to obtain the certificate require by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorised 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
flaancial condition and affairs of the City, and such other certificates,
affidavits and transcripts as nay 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, may be deemed representations
of the City as to she facts stated therein.
5.02. The Mayor and City Manager are 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 repre-
sentation of the facts and representations made therein as of the data 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 tine 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 will 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 in-
vestment earnings to the United States if the Bonds (together with other obli-
gations 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,W00, 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 sakes the follow-
ing 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-azempt
Obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of taz-azempt obligations
(other than private activity bonds. treating qualified 501(c)(3) bonds to
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 requiremants which any 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 Zitur , and upon vote being taken thereon, the
following voted in favor thereof: Mayor Schneider and 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 Plysrmelft, 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 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 o $715.000 General
Obligation Improvement Bonds of 1989 of the City.
WITN.ESSS My hand officially as such Clerk and the corporate seal of the City
this is _ day of vGh't/avt 1989.
City Clerk
Plymouth, Minnesota
(SEAL)
P:00662D89.RAW