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HomeMy WebLinkAbout1992-014 CCR1 Member Celia Scott introduced the following resolution and moved its adoption: RESOLUTION NO. 92 -14 A RESOLUTION AWARDING THE SALE OF $4,270,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1992A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY. BE IT RESOLVED By the City Council of the City of Brooklyn Center, Hennepin County, Minnesota (the "City as follows: Section 1. Sale of Bonds. 1.01. The proposal of Norwest Investment Services, Incorporated (the "Purchaser to purchase $4,270,000 General Obligation Tax Increment Refunding Bonds, Series 1992A (the "Bonds of the City described in the Official Terms of Proposal therefor is determined to be the highest and best proposal received and is accepted, the bid being to purchase the Bonds at a price of $4,231,570.00 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1997 4.50% 2001 5.25% 1998 4.70 2002 5.40 1999 4.90 2003 5.60 2000 5.10 Net effective interest rate: 5.329% 1.02. The sum of $8,540 being the amount bid by the Purchaser in excess of $4,223,030, is credited to the Escrow Account hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful bidders forthwith. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.03. The City will forthwith issue and sell the Bonds in the total principal amount of $4,270,000, originally dated February 1, 1992, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, upward, bearing interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: BLP27307 BR291 -98 1 1 RESOLUTION NO. 92 -14 BLP27307 BR291 -98 Year Amount Year Amount 1997 $405,000 2001 $695,000 1998 465,000 2002 785,000 1999 540,000 2003 765,000 2000 615,000 1.04. Optional Redemption. The City may elect on February 1, 1999 and on any day thereafter to prepay Bonds maturing on or after February 1, 2000. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the particular Bonds to be redeemed shall be selected at the option of the City in such order as the City shall determine. 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 the Registrar by lot or in such other manner deemed fair 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 interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or 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, 1992, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City will appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying agent (Registrar) The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal 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 executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the 1 RESOLUTION NO. 92 -14 BLP27307 BR291 -98 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 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. 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 name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes Fees and Charges. For a transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any 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 furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment.. 1 1 RESOLUTION NO. 92 -14 (i) 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 mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice in the manner required by law. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds not affected by such failure. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints American National Bank and Trust Company, St. Paul Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City 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 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 Regis- trar. 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 Resolu- tion. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the Purchaser upon payment of the pur- chase 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 BLP27307 BR291 -98 1 1 1 RESOLUTION NO. 92 -14 maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. BLP27307 BR291 -98 Section 3. Form of Bond. 3.01. The Bonds will be printed in substantially the following form: [Face of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1992A Date of Rate Maturity Original Issue CUSIP February 1, 1992 No. The City of Brooklyn Center, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City acknowledges itself to be indebted and for value received promises to pay to or registered assigns, the principal sum of on the maturity date specified above with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 1992, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by American National Bank and Trust Company, St. Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevo- cably pledged. The City may elect on February 1, 1999, and on any day thereafter, to prepay Bonds of this issue maturing on or after February 1, 2000. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the particular Bonds to be redeemed shall be selected at the option of the City in such order as the City shall determine. If only part of the Bonds having a common 1 RESOLUTION NO. 92 -14 maturity date are called for prepayment the specific Bonds to be prepaid will be chosen by the Registrar by lot or in such other manner deemed fair 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 amended (the Code) relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. Additional provisions of this Bond 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 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 Brooklyn Center, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: (Facsimile) (Facsimile) City Manager Mayor This is one of the Bonds delivered pursuant to the Resolution mentioned within. This Bond is one of an issue in the aggregate principal amount of $4,270,000 all of like original issue date and tenor, except as to number, maturity date, redemp- tion privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on January 13, 1992 (the "Resolution for the purpose of providing money to refund in advance of maturity and on the Redemption Date, as defined in the Resolution, a portion of certain general obligation bonds of the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 475.67, Subdivision 13, and the City's home rule charter. The interest hereon is payable until the Redemption Date; primarily BLP27307 B11291 -98 CITY OF BROOKLYN CENTER, MINNESOTA CERTIFICATE OF AUTHENTICATION By [Reverse of the Bond] Authorized Representative 1 1 1 RESOLUTION NO. 92 -14 out of the Escrow Account established in the City's Refunding Bonds, Series 1992A Debt Service Fund and after the Redemption Date from tax increments resulting from increases in the taxable value of real property in a tax increment financing district in the City, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increments 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 same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected 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 and the City's home rule charter 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 done, 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 constitutional, statutory or charter 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 on the issue of Bonds of the City of Brooklyn Center, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. BLP27307 BR291 -98 (Facsimile Signature) City Manager 1 1 1 RESOLUTION NO. 92 -14 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 TEN ENT as tenants UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN as joint tenants with right of survivorship and not as tenants in common Dated: Act (State) Additional 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 for registration of the within Bond, with full power of substitution in the premises. 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: Signature (s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: 31,227307 BR291 -98 1 (Include information for all joint owners if this Bond is held by joint account. 1 1 1 RESOLUTION NO. 92 -14 Please insert social security or other identifying number of assignee 3.02. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Holmes Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the City Manager in substantially the form set forth in the form of Bond. The City Manager is authorized and directed to execute the certificate in the name of the City upon receipt of the opinion and to file the opinion in the City offic- es. BLP27307 BR291 -98 Section 4. Bonds: Security: Escrow. 4.01. Funds and Accounts For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds and the outstanding principal amount of the City's General Obligation Tax Increment Bonds, Series 1985A (the "Refunded Bonds and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds and Refunded Bonds, there is hereby created a special fund to be designated the Refunding Bonds, Series 1992A Debt Service Fund (the Fund) to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon shall have been fully paid There shall be maintained in the Fund three separate accounts, to be designated the Escrow Account, Debt Service Account and Rebate Account. (a) Escrow Account. The Escrow Account shall be maintained as an Escrow Account (Escrow Account) with American National Bank and Trust Company, in St. Paul, Minnesota, which is a suitable financial institution within the State, whose deposits are insured by the Federal Deposit Insurance Corporation, whose combined capital and surplus is not less than $500,000 and said financial institution is hereby designated escrow agent (Escrow Agent) for the Escrow Account. All proceeds of the sale of the Bonds shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon. The Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due the interest to accrue on each Bond to and including February 1, 1996 (Redemption Date) and to pay when due on the Redemption Date the principal amount of each of the Refunded Bonds then outstanding. From the Escrow Account there shall be paid (i) all interest paid on, or to be paid on, or to accrue on, the Bonds to and including the Redemption Date, and (ii) the principal of the Refunded Bonds due by reason of redemption on the Redemption Date. The Escrow Account shall be (b) Debt Service Account. To the Debt Service Account there is hereby pledged and irrevocably appropriated and there shall be credited: (i) any balance remitted to the City upon the termination of the Escrow Agreement; (ii) any balance remaining on February 2, 1996, in the Debt Service Fund created by the City Council resolution authorizing the issuance and sale of the Refunded Bonds (Prior Resolution) (iii) any collections of all taxes hereafter levied for the payment of the Bonds and interest thereon; (iv) all investment earnings on funds in the Debt Service Account: (v) tax increments resulting from increases in the taxable value of real property in a tax increment financing district in the City pledged to repayment of the Refunded Bonds in the Prior Resolution; (vi) accrued interest (if any) received upon delivery of the Bonds to the extent not required to fund the Escrow Account; and (vii) any and all other moneys which are properly available and are appropriated by the City Council to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid shall be used as provided in Minnesota Statutes, Section 475.61, Subdivision 4. 1 1 RESOLUTION NO. 92 -14 BLP27307 BR291 -98 irrevocably appropriated to the payment of the principal of and interest on the Bonds until the proceeds of the Bonds therein are applied to prepayment of the Refunded Bonds. The moneys in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all in accordance with the Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of the Escrow Agreement shall be deposited in the Debt Service Account. (c) Rebate Account. All money at any time deposited in the Rebate Account shall be held by the City for payment to the United States Treasury. All amounts on deposit in the Rebate Account shall be governed by this Section 4.01(c) unless the City obtains an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds will not be adversely affected for federal income tax purposes if such requirements are not satisfied. The following requirements shall be satisfied with respect to the Rebate Account: (i) Computation. Within 55 days following February 1, 1997 and February 1, 2002, the City shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148 (f) (2) of the Code and Section 1.148 -2T of the Rebate Regulations for this purpose treating each such February 1 as a computation date, within the meaning of Section 1.148 -8T(b) of the Rebate Regulations (the "Rebatable Arbitrage The City shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days after February 1, 1997 and February 1, 2002, the City shall deposit moneys in the Rebate Account from any legally available funds, if and to the extent required, so that the balance in the Rebate Account shall equal the amount of Rebatable Arbitrage so calculated in accordance with (i) of this subsection (c) In the event that immediately following the transfer required by the '1 1 RESOLUTION NO. 92 -14 4.02. The moneys in the Debt Service Account shall be used solely to pay the principal of and interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds, any sums from time to time held in the Fund (or any other City account which will be used to pay principal and interest to become due on the Bonds) in excess of amounts which under the BLP27307 BR291 -98 previous sentence, the amount then on deposit to the credit of the Rebate Account exceeds the amount required to be on deposit therein, the City shall withdraw the excess from the Rebate Account and credit the excess to the Debt Service Account. (iii) Payment to the Treasury. The City shall pay to the United States Treasury, out of amounts in the Rebate Account: (A) Not later than 60 days after February 1, 1997 and February 1, 2002, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of such February 1; and (B) Not later than 60 days after the payment of all the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the date of payment of all of such bonds, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Account, the amount in the Rebate Account is not sufficient to make such payment when such payment is due, the City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, equal to such deficiency in the Rebate Account prior to the time such payment is due. Each payment required to be made pursuant to this subsection (c) shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which payment is due, and shall be accompanied by Interest Revenue Service Form 8038 -T as prepared by the City, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Account after redemption and payment of the Bonds and the payments described in subsection (c), may be withdrawn by the City and utilized in any manner by the City. (c) Survival of Defeasance. Notwithstanding anything in this Resolution to the contrary, the obligation to comply with the requirements of this section shall survive the defeasance of the Bonds. 1 1 RESOLUTION NO. 92 -14 applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable temporary periods or minor portion made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the Code) 4.03. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Escrow Account or Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Escrow Account or Debt Service Account when a sufficient balance is available therein. 4.04. It is determined that estimated collection of tax increments for the payment of principal and interest on the Bonds after the Redemption Date will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.05. Filing. The City Manager 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 required by Section 475.63 of the Act. 4.06. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior Resolution relating to the tax increments and improvements financed by the Bonds and the Refunded Bonds are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions of this resolution. Section 5. Refunding: Findings: Redemption of Refunded Bonds. 5.01. As of the date of delivery of and payment for the Bonds the proceeds of the Bonds, in the amount of $4,231,570, plus accrued interest on the Bonds less necessary expenses of the issuance of the Bonds (Proceeds), together with other funds (Funds) in the amount of $249.83 are hereby pledged and appropriated and shall be deposited in the Escrow Account. 5.02. It is hereby found and determined that the Proceeds and Funds available and appropriated to the Escrow Account will be sufficient, together with the permitted earnings on the investment of the Escrow Account, to pay at maturity or redemption all of the principal of and redemption premium (if any) on the Refunded Bonds. BLP27307 BR291 -98 1 1 1 RESOLUTION NO. 92 -14 5.03. Securities purchased from the monies in the Escrow Account shall be limited to securities specified in Minnesota Statutes, Section 475.67, Subdivision 8. Securities purchased for the Escrow Account shall be purchased simultaneously with the delivery of and payment for the Bonds. The Mayor and City Manager are authorized and directed to purchase such securities 5.04. The Refunded Bonds maturing on February 1, 1997 and thereafter shall be redeemed and prepaid on the Redemption Date. The Refunded Bonds shall be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as Attachment A which terms and conditions are hereby approved and incorporated herein by reference. 5.05. Escrow Agreement On or prior to the delivery of the Refunding Bonds, the Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City an escrow agreement (Escrow Agreement) with the Escrow Agent in substantially the form now on file with the City Manager. All essential terms and conditions of the Escrow Agreement including payment by the City of reasonable charges for the services of the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 5.06. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds shall cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds shall remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued tot he date of such deposit. The City may also at any time discharge and defease the Bonds in their entirety by complying with the provisions of Minnesota Statutes, Section 475.67, except that the funds deposited in escrow in accordance with said provisions may (to the extent permitted by law) but need not be, in whole or in part, proceeds of bonds as therein provided without the consent of any Bondholders 6.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 6.02. The Mayor and City Manager are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in BLP27307 BR291 -98 Section 6. Authentication of Transcript. RESOLUTION NO. 92 -14 connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 7. Tax Covenant. 7.01. 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 1954 (the "1954 Code as in effect immediately prior to enactment of the Tax Reform Act of 1986 (the "Tax Reform Act and as applicable to the Bonds by virtue of Section 1313(b) of the Tax Reform Act (the "Transitional Rule or under the provisions of the Internal Revenue Code of 1986 (the "Code made applicable to the Bonds by the Transitional Rule, and applicable Treasury Regulations, 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 1954 Code, the Code and applicable Treasury Regulations, as applicable to the Bonds. 7.02. (a) The City will comply with requirements necessary under the 1954 Code and the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the 1954 Code, and provisions of the Code made applicable by the Transitional Rule, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States (b) The City will comply with the requirements of Section 148 of the Code with respect to the rebate of certain arbitrage earnings to the United States of America. 7.03. 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 "industrial development bonds" within the meaning of Section 103 of the 1954 Code. 7.04. In order to qualify the Bonds as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Refunded Bonds were issed before August 8, 1986, and were not industrial development bonds under the Internal Revenue Code of 1954, as in effect immediately prior to enactment of the Tax Reform Act of 1986; (b) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating the Bonds and any qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by BLP27307 BB291 -98 1 1 1 RESOLUTION NO. 92 -14 connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 7. Tax Covenant. 7.01. 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 1954 (the "1954 Code as in effect immediately prior to enactment of the Tax Reform Act of 1986 (the "Tax Reform Act and as applicable to the Bonds by virtue of Section 1313(b) of the Tax Reform Act (the "Transitional Rule or under the provisions of the Internal Revenue Code of 1986 (the "Code made applicable to the Bonds by the Transitional Rule, and applicable Treasury Regulations, 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 1954 Code, the Code and applicable Treasury Regulations, as applicable to the Bonds. 7.02. (a) The City will comply with requirements necessary under the 1954 Code and the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the 1954 Code, and provisions of the Code made applicable by the Transitional Rule, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. (b) The City will comply with the requirements of Section 148 of the Code with respect to the rebate of certain arbitrage earnings to the United States of America. 7.03. 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 "industrial development bonds" within the meaning of Section 103 of the 1954 Code. 7.04. In order to qualify the Bonds as "qualified tax exempt obligations" within the meaning of Section 265 (b) (3) of the Code, the City makes the following factual statements and representations: (a) the Refunded Bonds were issed before August 8, 1986, and were not industrial development bonds under the Internal Revenue Code of 1954, as in effect immediately prior to enactment of the Tax Reform Act of 1986; (b) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds, treating the Bonds and any qualified 501(c) (3) bonds as not being private activity bonds) which will be issued by BLP27307 BR291 -98 1 RESOLUTION NO. 92 -14 the City (and all subordinate entities of the City) during calendar year 1992 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 1992 have been or will be designated for purposes of Section 265 (b) (3) of the Code. 7.05. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. PaCig Deputy Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Dave Rosene and upon vote being taken thereon, the following voted in favor thereof: Todd Paulson, Celia Scott, Jerry Pedlar, Dave Rosene, and Philip Cohen; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. ATTEST: January 13, 1992 Date Todd Paulson, Mayor 1 NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Brooklyn Center, Hennepin County, Minnesota (the "City there have been called for redemption and prepayment on all outstanding bonds of the City designated as General Obligation Tax Increment Bonds, Series 1985A, originally dated as of December 1, 1985, having stated maturity dates of February 1 in the years 1997 through 2003, both inclusive, totalling $4,180,000 in principal amount, and with the following CUSIP numbers: The bonds are being called at a price of par plus accrued interest to February 1, 1996, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Norwest Bank Minnesota, National Association, in the City of Minneapolis, Minnesota, on or before February 1, 1996. Dated: 19 Further Information: BLP27307 BR291 -98 February 1, 1996 NOTICE OF CALL FOR REDEMPTION $5,250,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985A CITY OF BROOKLYN CENTER HENNEPIN COUNTY, MINNESOTA BY ORDER OF THE CITY COUNCIL By City Manager City of Brooklyn Center, Minnesota ATTACHMENT A 1 1 1 STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLN CENTER I, the undersigned, being the duly qualified and acting City Manager of the City of Brooklyn Center, 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 January 13, 1992 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of $4,270,000 General Obligation Tax Increment Refunding Bonds, Series 1992A of the City. WITNESS My hand officially as such City Manager and the corporate seal of the City this day of BLP27307 BR291 -98 (SEAL) SS. 1992. 'City M Erna Brooklyn i nter, Minnesota