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HomeMy WebLinkAboutResolution - 89-55 - Authorizing Issuance, Prescribing Form and Details, and Providing for Payment of $2,770,000 G. O. Recreation Facility Refunding Bonds, Series 1989B - 03/07/1989 r Member Harris then introduced the following resolution and moved its adoption : RESOLUTION NO . 89- 55 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2 , 770 , 000 GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING BONDS , SERIES 1989B BE IT RESOLVED by the City Council of Eden Prairie, Minnesota ( the Issuer ) , as follows : Section 1 . Authorization and Sale . ( a) This Council , by resolution duly adopted February 7 , 1989 , authorized the issuance and sale of General Obligation Recreational Facility Refunding Bonds , Series 1989B , of the Issuer , initially dated April 1 , 1989 ( the Bonds ) the proceeds of which are to be used, together with any additional funds of the Issuer which might be required , to refund in advance of maturity the outstanding principal amount of the following bond issue of the Issuer ( the Refunded Bonds ) : Outstanding Principal Title of issue Date of Issue Amount General Obligation May 1 , 1980 $2 , 870 , 000 Recreational Facility Bonds of 1980 (b) Notice of Bond Sale has been duly published, and the Council has publicly considered all sealed bids presented in conformity therewith . The most favorable bid received is that of Piper , Jaffray & Hopwood , Inc . , of Minneapolis Minnesota , and associates ( the Purchaser ) , to purchase the Bonds at a price of $ 2 , 732 , 692 . 80 plus accrued interest , and upon the further terms and conditions set forth in this resolution . It is hereby round that by acceptance of said bid and refunding of the Refunded Bonds in accordance with the procedures set forth in Minnesota Statutes , Section 475 . 67 , the Issuer can extend and adjust the maturities in relation to the resources available for their payment . (c ) The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the terms of the bid . The good faith check of the Purchaser shall be retained by the City Finance Director/Clerk until the Bonds are delivered . The good faith checks of the other bidders shall be returned to them forthwith . Section 2 . Bond_ Terms ; Registration; Execution and Delivery 2 . 01 . Issuance _of Bonds . All acts , conditions and things which are required by the Constitution and laws of the State of Minnesota to be done , to exist , to happen and to be performed precedent to and in the valid issuance of the Bonds having been done , existing , having happened and 'having been performed, it is now necessary for the Council to establish the form and terms of the Bonds : to provide security therefor and to issue the Bonds forthwith . 2 . 02 . Maturities ; Interest Rates ; Denominations . The Bonds shall be originally dated as of April 1 , 1989 , shall be in the denomination of $5 , 000 each , or any integral multiple thereof , shall mature on May 1 , in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts , as follows : i Year Amount Rate 1990 $ 25 , 000 6 . 70% 1991 60 , 000 6 . 70% 1992 85 , 000 6 . 70% 1993 110 , 000 6 . 70% 1994 L35 , 000 6 . 750 1995 165 , 000 6 . 75% 1996 200 , 000 6 . 80% 1997 235 , 000 6 . 80% 1998 270 , 000 6 . 90% 1999 310 , 000 6 . 90% 2000 350 , 000 7 . 00% 2001 390 , 000 7 . 00% 2002 435 , 000 7 . 00% The Bonds shall be issuable only in fully registered form . The interest thereon and , upon surrender of each Bond , the principal amount thereof shall be payable by check or draft issued by the Registrar described herein . 2 . 03 . Dates ; _Interest Payment Dates . Each Bond shall bear a date of original issue of April 1 , 1989 . Upon the initial delivery of the Bonds pursuant to Section 2 . 07 hereof and upon any subsequent transfer or exchange pursuant to 2 . 04 , -2- i the date of authentication shall be noted on each Bond so delivered, exchanged or transferred . Interest on the Bonds shall be payable on each May 1 and November 1, commencing November 1 , 1989 , to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2 . 04 . Registration. The Issuer shall appoint , and shall maintain, a bond registrar , transfer agent and paying agent ( the Registrar) . The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows : ( a ) Register . The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged . (b) Transfer of Bonds . Upon surrender for transfer of any Bond duly endorsed by the .registered owner thereof or accompanied by a written instrument of transfer , in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing , tre Registrar shall l authenticate and deliver, in the name of the designated transferee or transferees , one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor . The Registrar may, however , close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date . (c) Exchange of Bonds . Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner ' s attorney in writing . (d) Cancellation . All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer . (e) Improper or Unauthorized_ Transfer . Hlhen anv Bond is presented to the Registrar for transfer , the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the -3- requested transfer is legally authorized . The Registrar shall 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 Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not , for the purpose of receiving payment of , or on account of , the principal of and interest on such Bond and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid . (g) Taxes , Fees and Charc3es . For every transfer or exchange of Bonds , the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax , fee or other governmental charge required to be paid with respect to such transfer or exchange . ( h) Mutilated , Lost , Stolen or Destroyed Bonds . In case any Bond shall become mutilated or be destroyed, stolen or lost , the Registrar shall deliver a new Bond of like amount , number , maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed , stolen or lost , upon the payment of the .reasonable expenses and charges of the Registrar in connection therewith; and , in the case of a Bond destroyed, stolen or lost , upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost , and of the ownership thereof , and upon furnishing to the Registrar of an appropriate bond or indemnity in form , substance and amount satisfactory to it , in which both the Issuer and the Registrar shall be named as obligees . All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. . If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment . 2 . 05 . Appointment of Initial Registrar . The Issuer hereby appoints American National Rank and Trust Company, St. P_au_1_, Minnesota , as the initial Registrar . The Mayor and the City Manager are authorized to execute and deliver, on behalf of the Issuer , a contract with said Registrar . Upon merger or -4 - { consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business , such corporation shall be authorized to act as successor Registrar . The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed . The Issuer reserves the right to remove the Registraf upon thirty (30 ) days notice and upon the appointment of a successor Registrar , in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . 2 . 05 . Redemption . Bonds maturing in the years 1990 through 1997 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1998 through 2002 shall be subject to redemption and prepayment at the option of the Issuer , in whole or in part , in inverse order of maturity dates and by lot as to Bonds maturing on the same date , on May 1 , 1997 , and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest to the date of redemption. Prior to the date set for redemption of any Bond prior to its stated iaturity date , the City Finance Director/Clerk shall cause notice of the call for redemption thereof to be published as required by law, and, at least 30 days prior to the designated redemption date, shall cause notice of the call thereof for redemption to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2 . 04 hereof . 2 . 07 . Execution, Authentication and Delivery . The Bonds shall be prepared under the direction of the City Finance Director/Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City 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 shall appear on the Bonds shall cease to be such officer before the delivery of any Bond , such signature or facsimile shall nevertheless be valid and sufficient for all purposes , the same as if he had remained in office until delivery . Notwithstanding such execution , no Bond s!aall be valid or obligatory for any purpose or entitled to any security hereunder until the certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar . Certificates of authentication on different Bonds need not be signed by the same representative . The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution . When the Bonds have been so prepared , executed and authenticated , the City Finance Director/Clerk -5- 1,v�, shall deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed , and the Purchaser shall not be obligated to see to the application of the purchase price . 2 . 08. Form of Bonds . The Bonds shall be printed in substantially the following form: -6- [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING BOND, SERIES 1989B Date of Rate Maturity Oriqinal Issue CUSIP April 1 , 1989 SEE REVERSE REGISTERED OWNER : FOR CERTAIN DEFINITIONS PRINCIPAL AMOUNT : DOLLARS FOR VALUE RECEIVED, the City of Eden Prairie, Hennepin County, Minnesota , ( the Issuer) , acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns , the principal amount specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on May 1 and November 1 in each year , commencing November 1 , 1989 , to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity . The interest hereon and, upon presentation and surrender hereof at the principal office of the Registrar hereinafter designated , the principal hereof are payable in lawful money of the United States of America by check or draft by , i n Minnesota , as Bond Registrar , Transfer Agent and Paying Agent , or its designated successor under the Resolution described herein ( the Bond Registrar ) . 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 Issuer have been and are hereby irrevocably pledged . -7- t Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place . This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF, the City of Eden Prairie , 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. Date of Authentication : (Facsimile Signature) (Facsimile Signature) City Manager Mayor CERTIFICATE OF AUTHFNTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within . as Bond Registrac By_ - — Authorized Representative [Reverse of the Bonds ] This Bond is one of an issue in the aggregate principal amount of $2 , 770 , 000 ( the Bonds ) , issued pursuant to a resolution adopted by the City Council on March 7 , 1989 ( the Resolution) , to provide funds to refund certain outstanding general obligation bonds of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes , Chapter 475 . The Bonds of this series are issuable only in fully registered form, in denominations of $5 , 000 or any multiple thereof , of single maturities . -8- Bonds of this issue maturing in 1997 and earlier years are payable on their respective stated maturity dates without option of prior payment , but Bonds having stated maturity dates in 1998 and later years are each subject to redemption and prepayment at the option of the Issuer, in whole or in part , and if in part in inverse order of maturity dates and by lot as to Bonds maturing on the same date, on May 1 , 1997 and any interest payment date thereafter , at a price equal to the principal amount thereof plus interest accrued to the date of redemption . Prior to the date specified for the redemption of any Bond prior to its stated maturity date, the Issuer will cause notice of the call for redemption to be published as required by law, and , at least 30 days prior to the designated redemption date, will cause notice of the call thereof to be mailed to the registered owner of any Bond to be redeemed. at his address as it appears on the bond register maintained by the Bond Registrar . Upon partial redemption of any Bond , a new Bond or Bonds will be delivered to the owner without charge , representing the remaining principal amount outstanding . As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer 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 Issuer 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 , hearing 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 Issuer 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 Issuer nor the Bond Registrar shall be affected by any notice to the contrary. This Bond has not been designated by the Issuer as a " qualified tax exempt obligation" for purposes of Section 265 ( b) (3 ) of the Internal Revenue Code of 1986 , relating to disallowance of interest expense deductions for financial institutions . -9- 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 Issuer in accordance with its terms , have been done, do exist , have happened and have been performed as so required; that the Issuer has appropriated the proceeds of the Bonds , together with such other legally available funds of the Issuer as may be required, and has invested such moneys in securities issued by the United States or certain of its agencies , in such amounts , maturing on such dates , and bearing interest at such rates as are required to provide funds sufficient to pay all principal and interest and redemption premiums due on the refunded bonds on or before their maturity or earlier date designated for their redemption , and has irrevocably placed such funds and securities in escrow for this purpose; that the Bonds are payable from a separate debt service account of the Issuer , and from certain ad valorem taxes which have been appropriated to such account ; that , if necessary for payment of principal of and interest on the Bonds , ad valorem taxes may be levied upon all taxable property in the Issuer without limitation as to rate or amount ; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation . (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion) We certify that the above is a full , true and correct copy of the legal opinion rendered by Bond Counsel on the issue of General Obligation Recreational Facility Refunding Bonds , Series 1989B, of the City of Eden Prairie, Hennepin County, Minnesota , which includes the within Bond, dated as of the date of delivery of and payment for the Bonds . (Facsimile Signature) (Facsimile Signature) City Manager Mayor -10- J 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 UTMA Custodian in common (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Transfers to Minors JT TEN -- as joint tenants with right of Act . survivorship and (State) not as tenants in common Additional abbreviations may also be used . ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells , assigns and transfers unto the within Bond and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof , with full power of substitution in the premises . Dated : NOTICE : The Assignor ' s signature to this assignment must correspond with the name as it appears upon the face of PLEASE INSERT SOCIAL the within bond in every SECURITY OR OTHER particular , without IDENTIFYING NUMBER OF alteration, enlargement or ASSIGNEE : any change whatever . SIGNATURE GUARANTEE : Signature ( s ) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges . -11- Section 3 . Use of Bond Proceeds . The proceeds of the Bonds , other than any premium, unused discount and accrued interest , and other than any amounts set aside to pay expenses , are irrevocably appropriated, together with such additional sum as may be required from funds now on -and in the debt service funds established for the Refunded Bonds , for the payment and redemption of the Refunded Bonds at their respective maturities or at the earliest dates specified in the resolutions authorizing their issuance for the redemption thereof , and for the payment of interest to become due on the Refunded Bonds on or before the respective dates on which they are to be paid and redeemed . The City Finance Director/Clerk is hereby authorized and directed, simultaneously with the delivery of the Bonds , to deposit the proceeds thereof , to the extent described above, and any additional sum which may be required, in escrow with the American National Bank and Truss mnany . in St . Pain , Minnesota , a banking institutior, whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500 , 000 , and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes , Section 475 . 67 , subdivision 81 maturing on such dates and bearing interest at such rates as are required to provide funds sufficient , with cash retained in the escrow account , to pay when due the interest to accrue on the Refunded Bonds to their respective maturity dates or the dates designated for their earlier redemption and prepayment , and to pay the principal amount of each of the Refunded Bonds at maturity or at the date designated for the redemption and prepayment thereof . The Mayor and City Manager are hereby authorized to enter into an escrow agreement with said Bank establishing the terms and . conditions for the escrow account in accordance with Minnesota Statutes , Section 475 . 67 . Section 4 . Sinking Fund and Tax Levies . 4 . 01 . The Refunded Bonds are payable from a separate debt service account heretofore established on the books of the Issuer . Upon delivery of the Bonds , the Refunded Bonds , including interest thereon , will be payable primarily from the escrow account established pursuant to Section 3 . Therefore, so long as the escrow account is maintained and payments are made as provided in the escrow agreement , the moneys from time to time on hand in said separate debt service account and originally pledged for payment of the Refunded Bonds will not be required for such purpose , and shall be made available for payment of principal and interest on the Bonds and transferred as required to the debt service account hereinafter created in Section 4 . 02 for payment of the Bonds . Further , so long as the - 12- escrow account is maintained and payments made as provided in the escrow agreement , the ad valorem taxes originally levied for payment of a portion of the principal of and interest on the Refunded Bonds shall not be required, and the City Finance Director/Clerk is consequently authorized to request the cancellation by the County Auditor of Hennepin County of the taxes heretofore levied for payment of the Refunded Bonds and not needed as a result of the establishment of the escrow account and deposit of cash and securities therein . 4 . 02 . The Bonds shall be payable from a separate Series 1989E Recreational Facility Refunding Bond Debt Service Account ( the Account) which shall be created and maintained on the books of the Issuer as a separate debt service fund until the Bonds , and all interest thereon , are fully paid . An initial deposit of $ 1.0 , 074 . 63 , representing accrued interest on the Bonds , unused bond discount and surplus funds , if any, shall be made into the Account . Thereafter , all moneys transferred pursuant to Section 4 . 01 shall be deposited in the Account , as well as all ad valorem taxes levied and collected as hereinafter specified . In order to produce aggregate amounts not less than 55% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds , ad valorem taxes are hereby levied on all taxable property in the Issuer , said taxes to be levied and collected in the following years and amounts : Levy Collection Levy Collection Year Year Amount Year Year Amount 1989 1990 $261 ,645 1995 1996 $391 , 913 1990 1991 283 ,674 1996 1997 411 , 884 1991 1992 303 ,944 1.997 1998 434 , 322 1992 1.993 322 ,455 1998 1999 453 , 863 1993 1994 344 ,387 1999 2000 470 , 138 1994 1995 369 ,443 2000 2001 488 , 723 Said taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid , provided that the Issuer reserves the right and power to reduce said levies in accordance with the provisions of Minnesota Statutes , Section 475 . 61 . The Issuer also recognizes and reaffirms its pledge of the full faith and credit of the Issuer to the payment of the Bonds and , in the event that said taxes do not prove sufficient to pay principal and interest on the Bonds , the Issuer will promptly levy additional taxes as necessary for such payment without limitation as to rate or amount . - 13- 4 . 03 . In order to ensure compliance with Section 148 of the Internal Revenue Code , of 1986 ( the Code) , and applicable regulations , the City Finance Director/Clerk, upon allocation of any funds to the Account , shall ascertain the balance then on hand in the Account . If it exceeds the amount of principal and interest on the Bonds to become due and payable through February 1 next following , plus a reasonable carryover equal to 1/12t:h of the debt service due in the following bond year , said excess shall (unless an opinion is otherwise received from bond counsel ) be used to prepay or purchase Bonds , or invested at a yield which does not exceed the yield on the Bonds calculated in accordance with said Section 148 ( 6 . 95 0) . Section 5 . Rebate to the United States . 5 . 01 . The "Rebate Amount" is an amount equal to the sum of : ( 1 ) the excess of : ( i ) the aggregate amount earned from the date of issue of the Bonds on all Nonpurpose Obligations in which Gross Proceeds of the Bonds are invested (other than amounts attributable to the excess described in this clause) over , ( ii ) the amount that would have been earned if the yield on such Nonpurpose Obligations had been equal to the yield ( determined on the basis of the issue price) on the Bonds plus ( 2 ) any income attributable to the excess described in Section 5 . 01 ( 1 ) above (whether or not such income exceeds the yield on the Bonds) . 5 . 02 . For purposes of determining the aggregate amount earned on a Nonpurpose Obligation, any gain or loss on the disposition of a Nonpurpose Obligation shall be taken into account . In addition, if any Nonpurpose Obligation is retained after retirement of the Bonds , any unrealized gain or loss as of the date of retirement of the Bonds must be taken into account in calculating the aggregate amount earned on a Nonpurpose Obligation . 5 . 03 . For purposes of determining the aggregate amount earned on a Nonpurpose Obligation in determining the Rebate Amount , any amount earned on the Account established in Section 4 . 02 hereof (other than on any excess not qualifying for the temporary period permitted a " bona fide debt service fund" ) , shall not be taken into account . - 14 - 5 . 04 . At least once a year beginning on the date of issue of the Bonds and ending upon retirement of the last Bonds, the City Finance Director/Clerk will cause to be made a determination of the Rebate Amount . The first determination of the Rebate Amount shall be made on the date which is one year after the date of issue of the Bonds . The determination of the Rebate Amount for each succeeding year shall be made on the date which is one year after the date of the previous determination of the Rebate Amount . The determination of the Rebate Amount made each year shall be computed for the period beginning on the date of issue of the Bonds to the date on which the determination of the Rebate Amount is made . 5 . 05 . Records of the determinations of the Rebate Amount shall be retained by the City Finance Director/Clerk until 5 years after the retirement of the Bonds . 5 . 06 . At least once every five years beginning on the date of issue of the Bonds , the City Finance Director/Clerk, acting on behalf of the Issuer , shall make installment payments in an amount at least equal to 90 percent of the Rebate Amount , if any. The first installment payment of the Rebate Amount shall be made no later than 30 days after the end of the 5 year period beginning on the date of issue of the Bonds . Each subsequent installment payment shall be made no later than 5 years after the previous payment was made . The last 4 installment payment shall be made no later than 30 days after the day on which the last Bonds are redeemed or paid and shall be in an amount sufficient to pay the remaining balance of the Rebate Amount . 5 . 07 . Each installment payment of the Rebate Amount shall. be : ( i ) filed with the Internal. Revenue Service Center , Philadelphia , Pennsylvania 19255 ; ' ( ii ) accompanied by a copy of the Form 8038G , filed with respect to the Bonds ; ( iii ) accompanied by a statement summarizing the determination of the Rebate Amount . 5 . 08 . Each payment of the Rebate Amount shall be made from available funds of the Issuer . 5 . 09 . To insure full compliance with the above provisions , the Issuer agrees not to make a " prohibited payment " . A " prohibited payment" is a payment , or an agreement to pay, to a party other than the United States , an amount that -l.S-- t is required to be paid to the United States by entering into a transaction that reduces the amount described in 5 . 01 above . 5 . 10 . The Issuer will comply with all Regulations and Rulings promulgated pursuant to Section 148 of the Code and, if any such Regulations or Rulings conflict with the provisions of this Section 5 , the provisions of said Regulations and Rulings shall be controlling . Section 6 . Tax Covenant ; Arbitrage . 6 . 01 . The Issuer covenants and agrees with the registered owners from time to time or. 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 payable on the Bonds to become subject to taxation under the Code , and any applicable Treasury Regulations ; and that it will take , or it will cause its officers , employees or agents to take , all actions which may be necessary to insure that such interest will not become subject to taxation under the Code, including , without limitation, compliance with Section 148 of the Code . References to the Code herein include all regulations , amended regulations and proposed regulations issued thereunder as now existing or as hereafter amended or proposed . ( 6 . 02 . The Issuer certifies that the proceeds of the Refunded Bonds were experided for land , buildings , improvements and equipment for the Ci.ty ' s program of parks and recreation (the Improvements) , which Improvements are owned by the Issuer and available for use by members of the general public on an equal basis . The Issuer will continue to own , operate and maintain the Improvements as public facilities and improvements , and will not enter into any lease or other agreement respecting the Improvements which would cause the Bonds to be considered "private activity bonds " or "private loan bonds" pursuant to Seccion 141 of the Code . 6 . 03 . The Mayor , the City Manager and the City Finance Director/Clerk being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this Lesolution, are authorized and directed to execute and deliver to the Purchaser a certification in order to satisfy the provisions of the Code and the Regulations . Section 7 . Redemption of Refunded_Bonds and Certification of Proceedings . 7 . 01 . The City Finance Director/Clerk is hereby authorized and directed forthwith to call for redemption and prepayment on their earliest redemption date all Refunded Bonds -- 16- which by their terms are subject to redemption . Notice of the redemption of the Refunded Bonds shall be published and mailed in accordance with the terms of the resolution authorizing their issuance . 7 . 02 . The City Finance Director/Clerk is directed to file with the County Auditor of Hennepin County a certified copy of this resolution , and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon his bond register and the tax required by law has been levied . 7 . 03 . The officers of the Issuer and County Auditor are authorized and directed to prepare and furnish to the Purchaser , and to Dorsey & Whitney, bond counsel , certified copies of all proceedings and records of the Issuer relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the: facts relating to the legality and marketability of the Bonds as such facts appear from the officers ' books and records or are otherwise known to them. All such certified copies , certificates and affidavits , including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein . Section 8 . Official Statement . The Official Statement relating to the Obligations , dated February 27 , 1989 , prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved . The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof . Attest •C inance Director/ ayor f Clerk i t - 17- The motion for the adoption of the foregoing resolution was duly seconded by Member Pidcock and upon vote being taken thereon , the following voted in favor thereof : All members and the following voted against the same : None whereupon the resolution was declared duly passed and adopted , signed by the Mayor and his signature was attested by the City Finance Director/Clerk . t - 18 -