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Res 1994 - 80 Exract of Minutes of a Meeting of the City Council of the City of MH (11/15/94)RESOLUTION N0. 94-80 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA HELD: November 15, 1994 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Dakota County, Minnesota, was duly held at the City Hall in said City on Tuesday, the 15th day of November, 1994, at 7:30 P.M., ,for°the purpose, in part, of openinq and considering bids for, and awarding the sale of, $290,000 General Obligation Equipment • Certificates of 1994 of the City. The following members were present: htertensotto Smith, Huber and the following were absent: Krebsbach, Huber The City Clerk presented affidavits showing publication of notice of call for bids on $290,000 General Obligation Equipment Certificates of 1994 of the City, for which bids were to be received at this meetinq, in accordance with the resolution adopted by the City Council on October 18, 1994. The affidavits were examined, were found to comply with the provisions of Minnesota Statutes, Chapter 475, and were approved and ordered placed on file. The Council then proceeded to receive and open bids for the sale of the Certificates. The following bids were received: zno��. � Bidder Interest Rate Net Interest Cost Bids Received $290,000 �.0. Equ��men� Certificates Navember 15, 1994 Norwest Investmeni Services t�rneri can Nati onal 8ank F.B.S. Investment Services Daugherty Davakins Strand Junan & hloady Inc. Dal:oia County State Bank RATES 4.50� ]995 4.90 1996 5.15 1997 5.30 1998 5.45 1999 DISCOUNT $ COST % RATE �2,1a5.00 49,5$S.OQ 5.44$9% The Council then proceeded to consider and discuss the bids, after which member Smith introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING BID ON SALE OF $290,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF 1994, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Mendota Heights, Minnesota (the "City"), has heretofore determined and declared that it is necessary and expedient to issue $290,000 General Obligation Equipment Certificates of 1994 of the City, pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to finance the acquisition of various capital equipment for the City (particularly, fire and street equipment) (the "Equipment'� ) ; and B. WHEREAS, the Equipment has an expected useful life at least as long as the final maturity of the certificates; and C. WHEREAS, the amount of the certificates to be issued does not exceed one-quarter of one percent (0.25�) of the market value of the taxable property in the City; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota, as follows: 1. Acceptance of Bid. The bid of Norwest Investment (the ��Purchaser") to purchase $290,000 eneral Obligation Equipment Certificates of 1994 of the City (the "Certificates�', or individually a "Certificate"), in accordance with the notice of certificate sale, at the rates of interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby foun , determined and declared to be the most favorable bid received and is hereby accepted, and the Certificates are hereby awarded to said bidder. The Clerk is directed to retain the deposit of said bidder and to forthwith return to the unsuccessful bidders their good faith checks or drafts. 2. Title: Oriqinal Issue Uate; Denominations; Maturities. The Certificates shall be titled "General Obligation Equipment Certificates of 1994", shall be dated December 1, 1994, as the date of original issue and shall be issued forthwith on or after such date as fully registered certificates. The Certificates shall be numbered from R-1 upward in the denomin- ation of $5,000 each or in any integral multiple thereof of a zrro9T. � 2 single maturity. The Certificates shall mature, without option of prepayment, on December 1 in the years and amounts as failows: �� 1995 1996 1997 _ �� . $3Q,OOQ 50,000 90,Q00 0 1998 1999 __�� . f ��� � ��� 3. �,pose. The Certificates shall provide funds to acguire the Equipment. The total cast of acquiring the Equipment, which shall include all costs enumerated in Minnesota Statutes, Secti.on 4T5.65, is estimated to be at least equal to the amount of �he Certificates herein authorized. 4. Interest. The Certificates shall bear in�tere�t payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"}, commencing June 3, 1995, calculated on the basis of a 360-day year of twelve 30-day manths, at the respective rates per annum set fcrth opposite the maturity years as follows: Maturity Interest Year Rate 1995 4.5Q � 2996 4.90 1997 5.15 Maturity Year 1998 1999 Interest Rate 5.30 � 5.45 5. �o Redemption. The Certificates shall no� be subject to redemgtion and prepayment prior to their maturity. 6. Certifirate Reqistrar. Narwest Bank Minnea�olis, , in P�inneapo is , Minnesota , is appointed to act as certificate registrar and transfer agent with respect ta the Certificates (the "Certificate Registrar"), and shall do so unless and until a successor Certificate Regzstrar is duly appointed, all pursuan� to any contract the City and Certificate Registrar shall execute which is consistent herewith.� The Certificate Registrar shall. also serve as paying agent unle�s and until a sucaessor paying agent is duly appointed. Principal and interest on the Certificates shall be paid to the registered halders {or recard holders} of the Certificates in the manner set forth in the form af Certificate and paragraph 12 af this resolution. 27709T.1 3 7. Form of Certificate. The Certificates, together with the Certificate Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 27T097.1 4 R- INTEREST ,,�TE REGZSTERED OWNER: PRZNCIPAL AMOUNT: UNITED STATES QF AMERICA STATE OF MINNESOTA DAKOTA CQUNTY CITY OF MEND4TA HEIGHTS GENERAL OBLIGATZON EQUIPMENT CERTIFICATE QF 1994 MATURITY DATE OF pAT� O�IGINAL �SSI1� DECEMBER 1, 1994 �• $ ��� I�TOW ALL PERSONS BY THESE PRESENTS that the City of Mendota Heights, Dakota County, Minnesota (the "Issuer"}, certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assiqris, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, without option of prepayment, and to pay interest thereon semiannually on June 1 and December 1 of each year {each, an "Interest Payment Date"), commencing June 1, 1995, at the rate per annum specified above (calculated on the basis of a 360-day yea= af twelve 30-day manths} until the principal sum is paid or has been provided for. This Certificate will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premiumj if any� on this Certificate are payable upon presentation and surrender hereof at the principal office of , in , (the "Certificate Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interes� an this Certi.ficate will be paid on each Interest Payment Date by check or draft mailed to the perscn in whose name this Certificate is reqistered {the "Holder" or "Certifica�eholder") on the registration books of the Issuer maintained by the Certificate Registrar and at the address appearing therean at the close of business on the fi�'teenth day of the calendar month next preceding such Interest Payment Date {the '�Regular Record Date"). Any interest nat so timely paid sha11 cease to be payable to the person who is the Holder hereof as of the Regu2ar Recard Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the znr,�r. t 5 , , t , i 1 "Special Record Date") fixed by the Certificate Registrar whenever �oney becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Certificateholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Certificate areipayable in lawful money of the United States of America. � REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. � 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 happen and to be performed, precedent to and in the{issuance of this Certificate, have been done, have happened and,have been performed, in regular and due form, time and manner as required by law, and that this Certificate, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitution�l or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Mendota Heights, Dakota County, Minnesota, by its City Council has caused this Certificate to be executed on its behalf by the facsimile signatures of its Mayor;and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 27T097.t i 6 Date of Reqistration: ; CERTIFICATE REGISTRAR'S' CERTIFICATE OF AIITHENTICATION This Certificate is one!of the Certificates described in the Resolution mentioned within. � � � Certificate Registrar i , By � Authorized Signature ; i ; i 1 � ; j ; � � i � � i � , � � Registrable by: Payable at: CITY OF MENDOTA HEIGHTS, DAKOTA COUNTY, MINNESOTA /s� Facsimile Mayor ls� Facsimile Clerk 7 ON REVERSE OF CERTIFICATE No RedemptiQn. The Certificates of this issue (the "Certificates") are not subject to redemption and prepayment prior to their maturity. Tssuance: Purnose; General Obli.gation. This Certificate is one of an issue in the total principal amount of $290,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, which Certificate has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on November 15, 1994 (the "Resolution"), for the purpose of providing money to finance the acquisition of capital equipment for the Issuer. This Certificate is payable out of the General Obligation Equipment Certificates of 1994 Fund of the Issuer. This Certificate constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominatio�s; Exchanae; Resolution. The Certificates are issuable solely as fully registered certificates in the denominations of $5,000 and inteqral multiples thereof of a single maturity and are exchangeable for fully registered Certificates of other authorized denominations in equal aggregate principal amounts at the principal office of the Certificate Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Certificate Registrar. Copies of the Resolution are on file in the principal office of the Certificate Registrar. Transfer. This Certificate is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Certificate Registrar upon presentation and surrender hereof to the Certificate Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable requlations of the Issuer contained in any agreement with the Certificate Registrar. Thereupon the Issuer shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for this Certificate, one or more new fully registered Certificates in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this 277097.1 8 Certificate, of the same maturity and bearing interest at the same rate. Fees u�on Transfer or Loss. The Certificate Registrar may require payment of a swn sufficient to cover any tax or other qovernmental charge payable in connection with the transfer or exchanqe of this Certificate and any legal or unusual costs regardinq transfers and lost Certificates. Treatment of Req,istered Owners. The Issuer and Certificate Registrar may treat the person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Certificate shall be overdue, and neither the Issuer nor the Certificate Registrar shall be affected by notice to the contrary. Authenticat�on. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Certificate Registrar. Qualified Tax-Exempt Obligation. This Certificate has been designated by the Issuer as a"qualified tax-exempt obliqation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 277097.1 9 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full aocording to applicable laws or regulations: TEN COI� - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for tCust) tMinor} under the Uniform {s�atej Transfers to Minors Act Additional abbreviations may also be used thaugh not in the above list. 27Tfl97.1 � � ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and does hereby irrevocably constitute and appoint attorney to transfer the Certificate on the books kept for the 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 the within Certificate 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 ma�or stock exchanges or any other "Eligible Guarantor Institu- tion" as defined in 17 CFR 240.17 Ad-15(a)(2). The Certificate Registrar will not effect transfer of this Certificate unless the infornaation concerning the transferee requested below is provided. Name and Address: z77o97.� (Include information for all joint owners if the Certificate is held by joint account.) 11 8. ��ecution; Temporarv Certificates. The Certificates shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; and provided further that both of such signatures may be printed facsimiles and the corporate seal may be omitted on the Certificates as permitted by law. In the event of disability or resiqnation or other absence of either such officer, the Certificates may be signed by the manual or facsimile siqnature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer before the delivery of the Certificates, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive certificates, one or more typewritten temporary certificates in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary certificate. Such temporary certificates may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary certificates shall, upon the printing of the definitive certificates and the execution thereof, be exchanged therefor and cancelled. 9. �iuthentication. No Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Certificate, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Certificate Registrar. Certificates of Authentication on different Certificates need not be signed by the same person. The Certificate Registrar shall authenticate the signatures of officers of the City on each Certificate by execution of the Certificate of Authentication on the Certificate and by inserting as the date of registration in the space provided the date on which the Certificate is authenticated, except that for purposes of delivering the original Certificates to the Purchaser, the Certificate Registrar shall insert as a date of registration the date of original issue, which date is December 1, 1994. The Certificate of Authentication so executed on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. �gq�,strat�a�n: Transfer: Exchange. The City will cause to be kept at the principal office of the Certificate Registrar a certificate register in which, subject to such reasonable regulations as the Certificate Registrar may 2r7o97.� 1 2 prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of transfers of Certificates entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Certificate at the principal office of the Certificate Registrar, the City shall execute (if necessary), and the Certificate Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of," and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Certificate may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Certificates may be exchanged for Certificates of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Certificates to be exchanged at the principal office of the Certificate Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute (if necessary), and the Certificate Registrar shall authenticate, insert the date of registration of, and deliver the Certificates which the Holder making the exchanqe is entitled to receive. All Certificates surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Certificate Registrar and thereafter disposed of as directed by the City. All Certificates delivered in transfer of Certificates shall be valid '� the City evidencing the same debt, and benefits under this resolution, as the for such exchange or transfer. exchange for or upon general obligations of entitled to the same Certificates surrendered Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Certificate Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The sufficient to in connection and any leqal Certificates. Certificate Registrar may require payment of a sum cover any tax or other governmental charge payable with the transfer or exchange of any Certificate or unusual costs reqarding transfers and lost zrro97.1 13 Transfers shall alsa be subject ta reasonable regulations of the City contained in any agreement with the Certificate Registrar, including regulations which permit the Certificate Registrar to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. i2. Riahts Upon Tra�sfer or Ex�hanae. Each Certificate delivered upon transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to acarue, which were carried by such other Certificate. 12. Interes� Paymen�: RecoY Date. Interest on any Certificate shall be paid on each Znte=est Payment Date by check or draft mailed to the person in whose name the Certificate is registered {the "Holder"} on the registratian baaks of the City maintained by the Certificate Registrar and at the address appearing thereon at the close of business on the fifteenth (I5thj day af the calendar month next preceding such interest Payment Date (the "Regular Record Uate"j. Any such interest not so �ime2y paid shal2 cease to be payable to the persan who is the Holder thereof as of the Regular Record Date, and sha11 be payab2e to the person who is the Holder thereof at the c2ose of business on a date (the "Special Record Date") fixed by the Certificate Registrar whenever money becomes available for payment of the defaulted interest. Natice of the Special Record Date shall be given by the Certificate Registrar to the Holders not Iess than ten (10} days priar ta the Special Record Date. 13. �reatment af Reqistered Owner. The City and Certifiaate Registrar may trea� the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receivinq payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 22 above} on, such Certificate and for all other purposes whatsoever whether or not such Certificate shall be overdue, and neither the City nar the Certificate Registrar shall be affected by notice ta the contrary. 14. �leliv,�y; Appl�.catian Qf Proceeds. The Cert.ificates when so prepared and exeauted shall be delivered by the Treasurer ta the Purchaser upan receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper appiication thereof. 15, �'und and Accounts. There is hereby created a special fund to be designated the "General Obliqation Equipment Certificates of 1994 F'und" (the "Fund") ta be administered and maintained by the Treasurer as a bookkeeping account separate and 277Q4T.1 �� 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 o€ the Gertificates and the interest therean have been fu31y paid. There shall be maintained in the Fund two (2) separate accaunts, to be designated the "Capital Account" and ttDebt Service Account", respectively. (i} Cagital �ccaunt. To the Capital Account there shal2 be credited the proceeds of the sale of the Certificates, less accrued interest received thereon, and less any amount paid for the Certificates in excess of $28�,500, and less capitalized interest in the amount of $ 1�,�4� �together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due on the Certificates on ar before June 1, 3995}. From the Capitai Accaunt there shall be paid all costs and expenses of acquiring the �quipmentl including the cost of any purchase contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesata Statutes, Section 475.65; and the moneys in said account sha11 be used for no other purpase except as otherwise pravided by law; provided that the proceeds af the Certificates may alsa be used to the extent necessary to pay interest on the Certificates due prior to the anticipated date vf commencement af the collectian af taxes herein levied. (ii} Debt Service Aacaunt. There are hereby irrevocably apprapriated and pledged ta, and there shall be credited to, the Debt Service Account: (a) all funds paid for the Certificates in excess of $287,500; {b} all accrued interest recaived upon delivery of the Certificates; (c) vap3talized interest in the amount of $ 1���40 {together with interest earnings thereon and subject to such other adju�tments as are apprapriate to provide suf�icient funds to pay interest due on the Certificates on or before June 1, 1995); (d} any collections of all taxes herein or hereafter levied for the payment of the Certificates and interest thereon; te} all funds remaining in the Capital Accaunt after acquisi�ion of the Equipment and payment af the casts thereof; {f) alI investment earnings on funds held in the Debt Service Account; and (g) any and a11 other mo�eys which are properly available and are appropriated by the gaverning body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Certificates and any other general obligation bonds o� the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proc�eds of the Certificates sha12 be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly �o acquire higher yielding investments, except (1) far a reasonable 2Tro4].1 15 temporary period until such proceeds are needed for the purpose for which the Certificates were issued and (2) in addition to the above in an amount not qreater than the lesser of five percent (5$) of the proceeds of the Certificates or $100,000. To this effect, any proceeds of the Certificates and any sums from time to time held in the Capital Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the certificates payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or nminor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, quaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Certificates there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax ��Y 1994 1995 1996 1997 1998 Year of Tax Collection 1995 1996 1997 1998 1999 �maunt $ 31,500 s 66. 700 � " 106 . 600 101,300 33.200 The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Certificates, will produce at least five percent (5�) in excess of the amount needed to meet when due the'principal and interest payments on the Certificates. The tax levies shall be irrepealable so 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, Subdivision 3. 17. Defeasance. When all Certificates have been discharged as provided in this paragraph, all pledges, covenants and other rights qranted by this resolution to the registered 2no97. t 16 holders of the Certificates shall, to the extent permitted by law, cease. The City may discharqe its obligations with respect to any Certificates which are due on any date by irrevocably depositing with the Certificate Registrar on or before that date a sum Bufficient for the payment thereof in full; or if any Certificate should not be paid when due, it may nevertheless be discharged by depositing with the Certificate Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Certificates, subject to the provisions of law now or hereafter authorizing and regulatinq such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow aqent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reqard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 18. Comnliance With Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Certificates, beinq those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure"). 277097.1 The City hereby certifies and/or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; 17 provided, however, that no such Declaration shall necessarily have been made with respect to: (i) �preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20� of the "ieaue price�' of the Certificates, and (ii) a sie minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5� of the proceeds of the Certificates. Notwithstanding the foregoing, with respect to any Declaration made by the City between January 27, 1994 and June 30, 1994, with respect to a Reimbursement Expenditure made prior to March 2, 1994, the City hereby represents that there exists objective evidence, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing (taxable or tax-exempt) and that expectation was reasonable. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Certificates or any of the other types of expenditures described in Section 1.150- 2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Requlations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Certificates and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement E�tpenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Certificate proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Certificates are issued, shall be treated as made on the day the Certificates are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 18 upon receipt of an opinion of its Bond Counsel for the Certificates stating in effect that such action will not impair the tax-exempt status of the Certificates. 19. General Obliaation Pledae. For the prompt and full payment of the principal and interest on the Certificates, 277097.1 18 as the saffie 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 Debt Service Account is ever insufficient to pay all principal and interest then due on the Certificates and any other certificates payable therefrom, the deficiency ehall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 20. Certificate of Registration. The Clerk is hereby directed to file a certified copy of this resolution with the County Auditor of Dakota County, Mirinesota, toqether with such other information as he or she ehall require, and to obtain the County Auditor's certificate that the Certificates have been entered in the County Auditor's Certificate Register, and that the tax levy required by law has been made. 21. �ecords and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Certificates, certified copies of all proceedings and records of the City relating to the Certificates and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Certificates 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. 22. Negative Covenant as to Use o� Proceeds and Equi,pment. The City hereby covenants not to use the proceeds of the Certificates or to use the Equipment, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Equipment, in such a manner as to cause the Certificates to be "private activity bonds" within the meaninq of Sections 103 and 141 through 150 of the Code. 23. �ax-E�empt Status of the Certificates; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from qross income under Section 103 of the Code of the interest on the Certificates, includinq without limitation (1) requirements relatinq to temporary periods for investments, (2) limitations on amounts invested at a yield qreater than the yield on the Certificates, and (3) the rebate of excess investment earninqs to the United States if the Certificates (together with other obligations reasonably expected to be issued and outstanding at one time in 277o97.t 1 9 this calendar year) exceed the small-issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Certificates are issued by a governmental unit with general taxing powers, (2) no Certificate is a private activity bond, (3) ninety-five percent (95�) or more of the net proceeds of the Certificates are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which ia entirely within the jurisdiction of the City), and (4) the aggreqate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Certificates are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148 (f) (4) (D) of the Code. 24. �esignation of Oualified Tax-Exempt Obliqations. In order to qualify the Certificates as ��qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: 277097.1 (a) the Certificates are issued after August 7, 1986; (b) the Certificates are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Certificates as "qualified tax-exempt obligations�� for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 1994 will not exceed $10,000,000; and (e) not more than $10,000,000 of issued by the City during this calendar been desiqnated for purposes of Section the Code. F��7 obligations year 1994 have 265(b) (3) of The City ehall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the desiqnation made by this paraqraph. 25. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 26. Headings. Headinqs in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member Koch and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: All Yea and the following voted against the same: None Whereupon said resolution was declared duly passed and adopted. 2no9�. � 21 STATE OF MINNESQTA � COUNTY 4F DAKOTA CITY OF MENDOTA HEIGHTS � I, the undersigned, being the duly qualified and acting Clerk of the City of Mendota Heights, Minnesota, DO FiEREBY CERTIFY that I have compared the attached and faregoing extract of minutes with the oriqinai thereof on file in my affice, and that the same is a fullr true and complete transcript of the minutes of a meeting of the City Council of said Gity, duly called and held on the date therein indicated, insofar as such minutes relate to apening and considering bids for, and awarding the sale of, $290,Q00 General Obligation Equipment Certificates � of 2994 of said City. 2Tt09T.1 WZTNESS my hand this 25th day of November, 2994. .r / � I , �� / 22