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HomeMy WebLinkAboutResolution - 79-215 - Award bids for $5,100,000 in G O Bonds - RESOLUTION NO . RESOLUTION RELATING TO $300 , 000 CEFcTIFICATES OF INDEBTEDNESS ; AWARDING THE SALE THEREOF BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, as follows : 1 . This Council , under the authority of Minnesota Statutes , Section 412 . 301 and Chapter 475 , and pursuant to a resolution adopted October 16 , 1979 , ordered that a public sale of $300 , 000 Certificates of Indebtedness (the Certificates) , be held on this date . Notice of the TDublic sale of the Certi- ficates was duly given as required by Minnesota Statutes , Section 475 . 60 . In accordance :with the Terms and Conditions of Sale , sealed bids were received by the Finance Director/ Clerk prior to 6 : 00 p.m. on this date . Those bids have been opened, publicly read and considered by this Council and the terms of each have now been determined . 2 . The bid of C� �•� ; �,�,`h -�r� �L.i..� o. s i�� . ��,�s �. ^ , Z y S , Of for the purchase of the Certificates on the terms set forth in the Terms and Conditions of Sale , at a price of $ 9/ ':.'.. o c plus accrued interest from the date of the Certificates to the date of delivery thereof, the Certificates to bear interest at the rates set forth in Section 3 hereof , resulting in a net interest cost (determined by the addition of any discount to and the deduction of any premium from the total interest on all Certi- ficates from their date to their stated maturity) of $ which is -the lowest net interest cost of all bids received pursuant to the Notice of Sale and the Terms and Conditions of Sale and is therefore declared to be the best bid received, and is hereby accepted . The Mayor and the City Manager are hereby authorized and directed to execute a contract for the sale of the Certificates to G 0 /y 'r/,v;;.h.r"9(' rLt ,OL/ U rJ in accordance with the terms of said bid, the Terms and Conditions of Sale and this resolution. 3 . Pursuant to the bid accepted by this Council by this resolution, Certificates maturing in the years set forth below shall bear interest at the respective rates per annum set forth opposite such years , as follows : Year Rate 1981 ) � t 1982 i a 1983 1984 } 4 . The Finance Director,/Clerk shall retain the good faith check of the successful bidder , pursuant to the Terms and Conditions of Sale- , and shall return the good faith checks of the unsuccessful bidders forthwith. Mayor Attest: F�#i n 'Director/Clerk (SEAL) V The motion for the adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken thereon , the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted and was signed by the Mayor, which was attested by the Finance Director/Clerk. 3' RESOLUTION NO. s. RESOLUTION RELATING TO $300, 000 CERTIFICATES OF INDEBTEDNESS ; FIXING THE FORM AND DETAILS , PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota , as follows : Section 1 . Recitals . 1 . 01 . This Council has heretofore determined that it is necessary and in the best interests of the inhabitants of the City to issue general obligation certifi.ca tes of indebtedness of the City in the amount of $300 , 000 for the purpose of financing the purchase of public safety and public works equipment. 1 . 02 . All acts , conditions and things necessary to be done, to exist, to happen and to be performed prior to the issuance of the certificates of indebtedness for the purpose referred to in Section 1 . 01 have been done , do exist and have been performed as required by law. Section 2. Form of Certificates and Coupons . 2. . 01 . The Certificates shall be :in substantially the following form: UNITED STATES OF ARERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE CERTIFICATE OF INDEBTEDNESS No . $5 , 000 KNOW ALL MEN BY THESE PRESENTS t:iat -the City of Eden Prairie , Hennepin County , Minnesota , acknowledges itself to be indebted and for value received promises to pay to bearer upon presentation and surrenc �r hereof the sum of FIVE THOUSAND DOLI,ARS on the first day of December, 198 without option of prior payment , and to pay interest thereon from the date hereof until said principal sum is paid at the rate of _ percent ( %) per annum., such interest being payable on December 1 , 1986 , and semiannually thereafter on each June 1 and December 1 , interest to maturity being represented by and payable in accordance with and upon pre- sentation and surrender of the interest coupons appurtenant hereto . Both principal. and interest are payable at the in or at the office of such successor paying agent as may be designated by the City Council under the provisions of the resolution authorizing the issuance hereof, in any coin or currency of the United States of America which on the respective dates of payment is legal tender for public and private debts . For the prompt and full payment of such principal. and interest as the same become due, the full faith, credit and taxing powers of the City are hereby irrevo- cably pledged . This Certificate is one of an issue in the aggregate principal amount of $300 , 000 , all of like date and tenor except as to serial number, maturity date and interest rate , issued by the City for the purpose of purchasing public safety and public works equipment, and is issued pursuant to resolutions duly adopted by the City Council and pursuant and in full conformity cqi_th the Cnngti tuti__ and laws of the State of Minnesota there- unto enabling . IT IS HEREBY CERTIFIED AND RECITED 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 l to be performed precedent to and in the issuance of this Certificate have been done , do exist, have happened and have been performed in regular and due form , time and manner as so required ; that prior to the issuance hereof , a direct, annual, irrepealable , ad valorem tax has been duly levied upon all of the taxable property in the City for the years and in amounts at least five percent ( 5%) in excess of sums suf- ficient to pay the interest hereon and the principal hereof as they respectively be-co-me due , and additional taxes, if needed, will. be levied upon all of such property without limitation as to rate or amount; and that this Certificate , together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not exceed any constitutional or statutory limitation of indebtedness . IN WITNESS WHEREOF, the City of Eden. Prairie , Hennepin County, Minnesota, by its City Council , has caused this Certi- ficate to be executed in its behalf by the signatures of the Mayor and the City Manager, attested, by the Finance Director,/ Clerk, and sealed with its corporate seal , two of said signa- tures and the corporate seal being facsimiles , and the. appur- tenant interest coupons and the certificate on the reverse side hereof to be executed and authenticated by the facsimile signatures of said officers , and has caused this Certificate to be dated as of December 1 , 1979 . (Facsimile Signature) ATTEST: Mayor (Manual Signature; (Facsimile Signature) Finance Director/Clerk City Manager (Facsimile Seal) 2. 02 . Interest to maturity on the Certificates shall be represented by interest coupons in substantially the following form: No. $ On the first day of June (December) , 198 , the City of Eden Prairie, Hennepin County, Minnesota , will pay to bearer, without option of prior payment , at the in the sum shown hereon for interest then due on its Certificate of Indebtedness, dated December 1 , 1.979 , No. (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager Mayor 2 . 03 . A copy of the text of tll-ie opinion of Bond Counsel shall be printed on the reverse side of each Certi- f ic_- to and identified by a certificate in the following form: We certify that the above is a full , true and correct copy of the legal. opinion rendered by Bond Counsel on the issue of Certificates of Indebtedness of the City of Eden Prairie , Minnesota , which includes the within Certificate , dated as of the date of delivery of and payment for the Certificates . (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager Mayor Section 3 . Terms and Execution. 3 . 01 . The City shall forthwith issue its negotiable coupon Certificates of Indebtedness (hereinafter , the Certificates) in the aggregate principal amount of $300 , 000 . The Certificates shall be dated December 1 , 1979 , shall be 60 in number and numbered 1 through 60 , each in the denomination of $5 , 000 . The Certificates shall mature serially , in order of serial numbers , on December 1, in the years and amounts shown below, without option of prior redemption , and Certificates maturing in each year shall bear .interest from date of issue until paid at the rate per annum shown opposite such year of maturity, as follows : Year Amount Rate 1981 $100 , 000 1982 50 , 000 1983 75 , 000 1984 75 , 000 3 . 02 . Interest on the Certificates shall be payable on December 1, 1980 , and semiannually thereafter on each June 1 and December 1 . The principal of and interest on the Certificates shall be payable at the , in , , which is designated as paying agent, or in the event of its resignation, removal or Incapability of acting as paying agent, at the office of such successor paying agent as may be appointed by the City Council , and the City agrees to pay the reasonable and customary charges of the paying agent for this service . Upon merger or consoli- dation of•the paying agent with another corporation, if the r4sliitil'ig cvrporutioit j a J or trust �oilpdiy dAliUllLeai J-1 l by law to conduct such business , such corporation shall be authorized to act as successor_ paying agent. No resignation of the paying agent and no appointment of a successor paying agent shall become effective until the date specified in a �- notice of the appointment which the Council. shall cause to be published in a financial newspaper in a Minnesota city of the first class or its metropolitan area , not less than thirty (30) days before said effective date . 3 . 03 . The Certificates shall be prepared under the direction of the Finance Director/Clerk and when so prepared shall be executed in behalf of the City by the signature of the Mayor and the City Manager , attested by the Finance Director/ Clerk, and sealed with the corporate seal of the City , two of said signatures and the corporate seal being facsimiles , and the interest coupons and the certificate on the reverse side of the Certificates shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor, the City Manager and the finance Director/Clerk . When the Certificates have been so executed and authenticated, they shall be delivered by the Finance Director/Clerk to the purchaser on receipt of the purchase price heretofore agreed upon, and said purchaser shall not be required to see to the application thereof. Section 4 . Debt Service Fund and Tax Levies. 4 . 01 . There is hereby created a separate debt service fund for the Certificates , which fund shall be kept by the Finance Director/Clerk apart fzom all other funds of the City and used for no purpose other than payment of principal and interest on the Certificates; provided , that if any payment of principal and interest shall become due when there is not sufficient money in said fund therefor , the Finance Director/ i Clerk shall 'pay the same from the general fund of the City , and the general fund shall be reimbursed for such advance out of the proceeds of all taxes levied pursuant to this resolution and all other moneys received for or appropriated to the payment of the Certificates and interest. 4 . 02 . For the prompt and full payment of the principal of and interest on the Certificates as the same respec�i.vely become due, the full_ faith, credit and taxing powers of. the City shall be and are hereby irrevocably pledged. To provide moneys for the payment thereof , there is hereby levied upon all of the taxable property in the City, a direct, general , ad valorem tax which shall be spread upon the tax rolls col- lectible .in the years ' and in amounts as follows , together with and as a part of other general taxes of the City: Year Tax 1.981 1982 1983 1984 The foregoing tax levies are such that if collected in full they will produce at least 5% in excess of the amount needed to pay when due the principal of and interest on the Certificates . Said tax shall be irrepealable as long as any of the Certificates are outstanding and unpaid; provided, that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes , Section 475 . 61. Section 5 . Registration , Certification of Proceedings, Investment of Moneys and Arbitrage . _ 5 . 01 . The Finance Director/Clerk is hereby authorized and directed to file a certified copy of this resolution with the Director of Finance and Records of Hennepin County , together with such other information as he shall_ require , and to obtain from said Director of Finance and Records a certificate that the Certificates have been entered on his bond register as required by law. 5 . 02 . The officers of the City and the Director of Finance and Records of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Certificates, and to the attorneys rendering an opinion as to the legality of the issuance -thereof , certifi.-3d copies of all proceedings and -records of the City, and such other affidavits , certificates and .information as may be required to show the facts relating to the legality and marketability of the Certi- ficates as the same appear from the books and records under their custody and control or as otherwise known, to them, and all s_:ch. certified copies, certificates and affidavits , including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 5 . 03 . The City covenants and agrees with the holders from time to time of the Certificates 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 Certificates to become subject to taxation under the Internal Revenue Code of 1954 , as amended (the Code) , and the Regulations thereunder , as now existing or as hereinafter amended or proposed and in effect at the time of such action. 5 . 04 . Unless and until the Regulations under Section 103 (c) of the Code have been modif::.ed or amended in pertinent part, the Finance Director/Clerk shall ascertain monthly the amount on deposit in the debt service fund . If the amount on deposit therein ever exceeds by more than $45, 000 the aggregate amount of principal and interest due and payable from the debt service fund within 13 months thereafter, such excess shall not be invested except at a yield less than or equal to the yield on the Certificates, based upon their amounts, maturities and interest rates on their date of issue , computed by the actuarial method . If any additional certificates are ever issued and made payable from the debt service fund, the dollar amount in the preceding sentence shall be changed to equal fifteen percent (15% ) of the aggregate principal amount of all certificates , including the Certificates, which are then outstanding and payable therefrom. The City reserves the right to amend the provisions of this Section 5 . 04 at any time , whether prior to or after the delivery of the Certificates, if and to the extent that this Council determines that the provisions of this Section 5 . 04 are not necessary in order to assure that the Certificates are not arbitrage bonds under Section 103 (c) of the Code and the applicable regulations . 5 . 05. The Mayor and the Finance Director/Clerk being the officers of the City charged with the responsibility for issuing the Certificates pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser a certificate in accordance with the provisions of Section 103 (c) of the Code and Treasury Regulations , Sections 1 . 103-13 and 1 . 103-14 , stating the facts, estimates and circumstances in existence- on the date of issue and delivery of the Certificates which indicate that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of the Code and the Regulations . Section 6 . Official Statement. The official Statement relating to the Certificates , prepared for the City by Ehlers and Associates , Inc . , is approved, and its distribution to prospective bidders for the Certificates ratified. The Finance Director/Clerk is authorized, in behalf of the City, to sign and deliver to the original purchaser of {; the Certificates a certificate as to the accuracy and completeness of the official Statement. U Mayor 1 ryttest: / mars e Director/Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed alid adopted and was signed by the Mayor , which was attested by the Finance Director/Clerk . 9 RESOLUTION NO . RESOLUTION RELATING TO $4 , 800 , 000 TEMPORARY IMPROVEMENT BONDS ; AWARDING THE SALE THEREOF BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota , as follows: 1 . This Council , under the authority of Minnesota Statutes , Chapters 429 and 475 , and pursuant to a resolution adopted on October 16 , 2.9 7 9 , ordered that a public sale of $4 , 800 , 000 principal amount of the City ' s Temporary Improve- ment Bonds (the Bonds) , be held on this date. Notice of the public sale of the Bonds was duly given as required by Minnesota Statutes , Section 475 . 60 . In accordance with the Terms and Conditions of Sale, sealed bids were received by the Finance Director/Clerk prior to 6 : 00 p .m. on this date . Those bids have been opened and publicly read aloud and considered by this Council at 7 : 30 p . m. on this date and the terms of each have now been determined. 2 . The bid of O , o f J<i L�rG-_� _, �-•- ••• y ,'J , f or the purchase of the Bonds on the terms set forth in the Terms and Conditions of Sale, at a price of plus accrued interest from the date of the Bonds to the date of delivery thereof , the Bonds to bear interest at the rate of % per annum, resulting ir, a net interest cost (determined by the addition of any discount to and the deduction of any premium from the total interest on all Bonds from their date to their stated maturity) of $ � 5;/, 3 1 . c a , which is the lowest net interest cost of all bids received which complies with the Notice of Sale and the Terms and Conditions of Sale and is therefore declared to be the best bid received, and is hereby accepted . The Mayor and the City Manager are hereby authorized and directed to execute a contract for the sale of the Bonds t0 in accordance with the terms of said bid, the Terms and Condi- tions of Sale and this resolution. 3 . The Finance Director/Clerk shall retain the good faiL chet�iti Of the successful l lh bidder, pursuant to the Te_--Ms and Conditions of Sale, and shall return the good faith checks of the unsuccessful bidders forthwith. ,- C Mayor Attest: inane Director/Clerk (SEAL) t/ The motion for the adoption of the foregoing -,_esolution was duly seconded by Member , and upon vote being taken thereon, the following voted in favor thereof : and the following voted against the same; whereupon said resolution was declared duly passed and adopted and was signed by the Mayor , which was attested by the Finance Director/Clerk. RESOLUTION NO. 17 -c-,J/.S-/3 RESOLUTION RELATING TO $4 ,800 , 000 TEMPORARY IMPROVEMENT BONDS , FIXING THE FORM AND DETAILS , PROVIDING FOR THE EXECUTION AND + DELIVERY THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota , as follows : Section 1 . Recitals . 1 . 01 . Authorization . This Council has heretofore ordered various local imorovements ( the Improvements ) , to be constructed within the City under and pursuant to Mi nne rota Statutes, Chapter 4 29 . The present estimated total cost of the Improvements is : Contingency Capitalized Interest Discount TOTAL $4 ,800 , 000 1 . 02 . Sale . Pursuant to a resolution adopted on October 16 , 1979 , this Council determined to issue and sell $4, 800 , 000 principal amount of Temporary Improvement Bonds of the City (the Bonds) , to defray temporarily the expense incurred and estimated to be incurred by the City in making the Improvements , including every item of cost of the kinds authorized in Minnesota Statutes , Section 475 . 65 . Pursuant to the aforesaid resolution , a public sale of the Bonds was held. on November 20 , 1979 and this Council, by resolution adopted on that date, accepted the bid of the _ , of , to purchase the Bonds on the terms and conditions set forth in the Terms and Conditions of Sale. All acts , conditions and things which are r`quired by the Constitution and laws of the State of Minnesota to be done , to exist, to happen and to be performed prior to the issuance of the Bonds having been done , existing , and having happened , it is now necessary for this Council to establish the form and terms of the Bonds , to provide for the security thereof , and to issue the Bonds forthwith . Section 2. Form of Bonds and Coupons . 2 . 01 . Form of Bonds . The Bonds shall be prepared in substantially the ollowing form : -2- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE TEMPORARY IMPROVEMENT BOND No . $5 , 000 KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Hennepin County, Minnesota (the City) , acknowledges itself to be indebted , and for value received hereby promises to pay to bearer , upon presentation and surrender hereof , the principal sum of FIVE THOUSAND DOLLARS on December 1 , 1982 , or on any date prior thereto on which this Bond shall have been duly called for redemption , and to pay interest thereon from the date hereof until said principal sum is paid , or until this Bond has been duly called for redemption and the principal thereof and the interest thereon to the date of redemption has been paid or deposited with the paying agent designated below, at the rate of percent ( % ) per annum. Interest hereon is payable on December 1 , 1980, and each June 1 and December 1 thereafter , in accordance with and upon presentation and surrender of the interest coupons hereto appurtenant . Both principal and interest are payable at the , in f , or its successor as paying agent , in any coin or currency of the United States of America which on the respective dates of payment is legal tender for public and private debts . This Bond is one of an issue in the aggregate principal amount of $4 , 800 , 000 ( the Bonds) , all of like date and tenor except as to serial number , issued to pay the cost of construction of a local improvement in the City (the Improvement) , and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling , including Minnesota Statutes , Chapters 429 and 475. -3- All Bonds are subject to redemption and prepayment at the option of the City , in inverse order of serial numbers, on June 1 , 1982 , at a price equal to the principal amount thereof with accrued interest to the date of redemption . At least thirty days prior to the date set forth for redemption of any Bond prior to its stated maturity date , notice of the call for redemption will be published in a daily or weekly periodical published in a Minnesota city of the first class , or its metropolitan area , which circulates throughout the state and furnishes financial news as a part of its service , and mailed to the bank at which the Bonds are then payable and to the holder t*nereof , if known , but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond . Holders of Bonds who desire to receive such notice may register their names and addresses and the serial numbers of their Bonds with the Eden Prairie Finance Director/Clerk . 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 precedent to and in the issuance of this Bond in order to make it a valid and binding obligation of the City according to its terms , have been done , do exist , have happened and have been pe_ formed as so required ; that any amount of the principal of or interest on this Bond which cannot be paid at maturity out of any other municipal funds which are properly available and appropriated for such purpose , shall be paid from the proceeds of definitive improvement bonds which the City Council. shall , and is required by law to , sell and issue prior to the date of maturity of this Bond to provide any additional moneys needed for this purpose ; that if definitive improvement bonds have not been sold and delivered prior to the maturity of the Bonds , the holders thereof shall have the right to require the issuance of either new temporary bonds or definitive bonds in exchange for the Bonds , on a par for par basis , bearing interest at the maximum rate provided by law; that the City Council is required by law to pay the principal of and interest on arty definitive improvement bonds issued for the purpose of refunding the Bonds or to complete payment of the cost of t he Improvement , out of any fund of the City if .-he amount credited to the fund specified for the purpose is insufficient , and to levy each year a sufficient amount to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory tax limitation ; and that the issuance of this Bond did not cause the indebtedness of the City to exceed any constitutional or statutory limitation . -4 - IN WITNESS WHEREOF the. City of Eden Prairie, Hennepin County, State of Minnesota, by its City Council , has caused. this Bond to be executed by the signatures of the Mayor and the City Manager, attested by the Finance Director/Clerk, two of said signatures being facsimiles , and by a printed facsimile of the official seal of the City, has caused the interest coupons appurtenant hereto and the certificate appearing on the reverse side hereof to be executed and authenticated by the facsimile signa- tures of said officers , and has caused this Bond to be dated as of December 1 , 1979 . ATTEST • (Facsimile Signature) Mayor (Manual Signature ) (Facsimile Signature) Finance Director Clerk City Manager (FI,CSIMILE SEAL) 2 . 02 . Form of Coupons . Interest on each Bona to maturity shall be represented by a consecutively numbered set of interest coupons printed in substantially the following form: No . $ On December (June) 1 , 19 , unless the Bond to which this coupon appertains shall previously have been called for redemption and provision for the payment thereof shall have been made, the City of Eden Prairie , Hennepin County , Minnesota , will pay to bearer at the , i n the sum shown hereon in coin or currency of. the United States of America which at the time of payment is legal tender for payment of public and private debts , for interest then due- on its Temporary Improvement Bond dated December 1 , 1979 , No . (Facsimile Signature) (Facsimile Signature) (Facsimile Signature) Finance Director/clerk City Manager Mavor 2. 03 . _Form of Certificate. A certificate in substantially the following form shall be printed on the reverse side of each bond, following a copy of the text or the legal opinion to be rendered by Bond Counsel : We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Bonds of the City of. Eden Prairie , Minnesota , which includes the within Bond , dated as of the date of delivery of and payment for the Bonds . -5 - (Facsimile Signature (Facsimile Signature) (Facsimile Signature) Finance Director/Clerk City Manager Mayor Section 3 , Bond Terms, Execution and Delivery . 3 . 01 . Date, Amount , Denomination and Maturit_y . The City shall forthwith issue and deliver the Bonds , which shall be negotiable coupon bonds , denominated Temporary Improvement Bonds , Series 1979 , payable primarily from the 1979 Improvement Bond Fund created in Section 4 . 02 hereof . The Bonds shall be dated as of December 1 , 1979 , shall be 960 in number and numbered serially from 1 to 960 , inclusive , each in the denomination of $5 , 000 . The Bonds shall mature on December 1 , 1982, and shall bear incerest from their date until paid or duly called for redemption at the rate of % per annum. 3 . 02 . Interest . Interest on the Bonds shall be payable on December 1 , 2.980 and each June 1 and December 1 thereafter . 3 . 03 . Paying Agent . The purchaser of the Bonds has designated the — , in , as paying agent . That recommendation is hereby approved . The City will pay the usual and customary charges of said paying agent for the receipt aid disbursement of principal and interest moneys . The principal of and interest on the Bonds shall be payable at the principal corporate trust office of the paying agent designated herein , in , , or in the event of its resignation , removal or incapability of acting as paying agent , at the office of such successor paving agent as may be approved by this Council . Upon merger or consolidation of the paying agent 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 paying agent. No resignation of the paying agent and no appointment of a successor paying agent shall become effective until the date specified in a daily or weekly periodical published in a Minnesota city of the first class , or its metropolitan area which circulates throughout the state and furnishes financial news as a part of its service , and specified by written notice to the J. as purchaser of the Bonds , not less than thirty days before said effective date . 3. 04 . Redemption. All Bonds shall be subject to redemption and prepayment at the option of the City in -6- inverse order of serial numbers on June 1 , 1982, at a price equal to the principal amount thereof with accrued interest to the date of redemption . At least thirty days prior to the date set for redemption of any Bond prior to its stated maturity date , the Finance Director/Clerk shall cause notice of the call for redemption thereof to be published in a daily or weekly periodical published in a Minnesota city of the first class , or its metropolitan area , which circulates throughout the state and furnishes financial news as a part of its service, and mailed to the bank at which principal of and interest on the Bonds are then payable and to the holder thereof , if known to the Finance Director/Clerk , but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond . The Finance Director/Clerk is hereby authorized and directed to maintain a register of the names and addresses of the holders of Bonds who desire to register the serial numbers of their Bonds with him for the purpose of receiving such mailed notice . 3 . 05. Preparation and Delivery . The Bonds shall be prepared under the direction of the rinance Director/Clerk and shall be executed on behalf of the City by the signatures of the Mayor, the City Manager and the Finance Director/Clerk , and shall be sealed with the official corporate seal of the City, provided that two of said signatures and the corporate seal may be printed , engraved, or lithographed fac- similes thereof . On the reverse side of each Bond shall be printed a copy of the legal opinion rendered thereon by Bond Counsel and the certificate of the Mayor , the City Manager and Finance Director/Clerk . The certificate as to legal opinion and interest coupons attached to the Bonds shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor, City Manager and Finance Director/Clerk . When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director/Clerk to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed , and said purchaser shall not be obliged to see to the application of the purchase price . Section 4 . Security Provisions . 4 . 01 . 1979 Improvement Construction Fund. There is hereby created a special fund to be designated as the "1979 Improvement Construction Fund " (hereinafter referred to as the Construction Fund ) , to be held and administered by the Finance Director/Clerk separate and apart from all other funds of the City. The City appropriates to the -7- Construction Fund (a ) the proceeds of the' sale of the Bonds and (b) all collections of special assessments levied for the Improvements until completion and payment of all costs of the Improvements . The Construction Fund shall be used solely to defray expenses of the Improvements , including but not limited to the transfer to the 1979 Improvement Bond Fund , created pursuant to Section 4 . 02 hereof , of amounts sufficient for the payment of interest and principal , if any , due upon the Bonds prior to the completion and payment of all costs of the Improvements . Upon completion and payment of all costs of the Improvements , any balance of the proceeds of Bonds remaining in the Construction Fund may be used to pay the cost , in whole or in part , of any other improvements instituted pursuant to Minnesota Statutes , Chapter 429 , as directed by the City Council , but any balance of such proceeds not so used shall be credited and paid to the 1979 Improvement Bond Fund . 4 . 02. 1979 Impr::vement Bond Fund . So long as any of the Bons are outstanding and any principal of or interest thezeon unpaid, the Finance Director/Clerk shall maintain a separate and special 1979 Improvement Bond Fund (hereinafter referred to as the Bond Fund) to be used for no purpose other than the payment of the principal of and interest on the Bonds and on such other bonds of the Citv as have been or may be directed to be paid therefrom . The City irrevocably appropriates to -the Bond Fund (a ) the proceeds of the definitive improvement bonds , issued for the purpose of redeeming the Bonds as provided in Section 4 . 03 , (b) the collections of the Special assessments levied for the Improvements, to the extent not used for payment of costs of the Improvements as provided in Sect ion 4 . 01. hereof , and (c) all such other moneys as shall be received and appropriated to the Bond Fund from time to time . 4 . 03 . Definitive Improvement Bonds . This Council will by resolution provide for the issuance , sale and delivery , not later than December 1, 1982 , of definitive improvement bonds , payable from the Bond Fund , for the purpose of providing funds to pay and redeem all temporary improvement bonds payable from the Fund which become due and payable on said date , so far as the same cannot be paid out of moneys then on hand in the Bond Fund . Under provisions of Minnesota Statutes, Section 429 . 091 , subdivision 3, the holders of the Bonds and the taxpayers of the City shall have the right the require the offering of definitive improvement bonds for sale , or , in the event that definitive improvement bonds have not been issued and -8- sold at the time so required , to require the issuance of definitive improvement bonds in exchange for the Bonds , on a par for par basis, bearing interest at the maximum rate provided by law, and maturing serially at such times and in such amounts that the principal and interest can be paid when due by the collection of special assessments hereinafter referred to in Section 4 . 04 and of any ad valorem taxes which this Council may determine to levy for payment of the costs of the Improvements . 4 . 04 Additional Temporary Bonds . The City reserves the right to issue additional temporary bonds payable from the Bond Fund as may be required to finance costs of the Improvements not financed hereby . The City Council shall , by resolution prior to the delivery of such additional temporary bonds , covenant to issue, at or prior to the maturity date of the additional temporary bonds, additional definitive improvement bonds on the terms and conditions set forth in Section 4 . 03 hereof . 4 . 05 . Levy of Special Assessments. The City hereby covenants and agrees that for payment of the cost of the Improvements it will do and perform all acts and things necessary for the full and valid levies of special assessments against all assessable lots , tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor , based upon the benefits received by each such lo.t , tract or parcel, in an aggregate principal amount not less than % of the cost of the Improvements . In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land , due to any error , defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City' s officers or employees , either in the making of such assessment or in the performance of any condition precedent thereto , the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a. valid and binding lien upon such property. Section 5. Def_easance . When all of the Bonds and all coupons appertaining thereto have been discharged as provided in this section , all pledges , covenants and other rights granted by this resolution to the holders of the Bonds shall cease . The City may discharge- its obligations with respect to any Bonds and coupons appertaining thereto which are due on any date by depositing with the paying agent on or before that date a -9- sum sufficient for the payment thereof in full ; or , if any Bond or coupon, should not be paid when due , it may nevertheless be discharged by depositing with the paying agent a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge any prepayable Bonds which are called for redemption on any date in accordance with their terms, by depositing with the paying agent or agents on or before that date an amount equal to the principal , interest and redemption premium , if any , which are then due thereon , provided that notice of such redemption has been duly given as provided in the resolution authorizing such Bonds . The City may also at any time discharge its obligations with respect to any Bonds , subject to the provisions of law now or hereafter authorizing and regulating such action , by depositing irrevocably in escrow , with a bank qualified by law as an escrow agent for this purpose , cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required , without reinvestment , to pay all principal and interest to become due thereon to maturity or earlier redemption date . Section 6 . Registration , Certification of Proceedings , Investment. of Moneys and Arbitrage . 6 . 01 . Registration. The Finance Director/Clerk is hereby authorized and directed to file a certified copy of this resolution with the Director of Finance and Records of Hennepin County , together with such other information as he shall require , and to obtain from said County Aud,4or a certificate that the Bonds have been entered on his bond register as required by law. 6 . 02 . Certification of Proceedings . The officers of the City and the Director of Finance and Records of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds , and to Dorsey , Windhorst , Hannaford, Whitney & Halladay , Bond Counsel , certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them , and all such certified copies , certificates and affidavits , including any heretofore furnished , shall be deemed representations of the City as to the facts recited therein . -10- 4 6 . 03. _Covenant. 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 1954 , as amended (the Code) , and the regulations issued thereunder . 6 . 04 . Arbitrage . The Mayor and Finance Director/Clerk , being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution , are authorized and directed to execute and deliver to the purchaser a certificate in accordance with the provisions of Section 103 (c) of the Internal Revenue Code of 1954 , as amended , and Treasury Regulations , Sections 1 . 103-13 , 1. 103--14 and 1 . 103-15 , stating that on the basis of the facts , estimates and circumstances in existence on the date of issue and delivery of the Bonds , as such facts , estimates and circumstances are set forth in the certificate , it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of said Code and Regtylations . Mayor Atte t: Fin4ir6e Director/Clerk i -11- The motion for the adoption of the foregoing resolution was duly seconded by Member ► and upon vote being taken thereon , the following voted in favor thereof : and the following voted against the same : whereupon said resolution was declared duly passed and adopted , and was signed by the Mayor , which was attested i by the Finance Director/Clerk . i i i -12-