Res 1992 - 63 Extract of Minutes of a Meeting of the City Council of MH (9/15/1992)RESOLUTION N0. 92-63
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CI,�Yy: COUNCIL d�' 'THE CI. �Y` bF ."��-' :
M�T�DA�� IiEIGHTS,.,,MINI�I.�SOTA. �
HEL�': Septembe'r:;;a15, 1•`�t92. � .
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Pursuan�� to due�...�a�l and ntS�ic�� ,���!��,. ��r
meeting of the City�;:�.ouncil����if the Ci�y<';d�.'�Nieri�o�ta ;����
Dakota C.o;,r�#;n�ty, Minr%s��, , ,c� . dulyy he.��:.� �k�;��-the _�'.�= �� �
City on '����ay., the •�.'��th. Se t�.mbe-X•.� .��;":' ��`'
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and award'�&ig 'the `��3���;��ive n2go;ti�t�.d'•�4�.��e ��of,� •$2����8,
Obligatio�:� Equip��iit Certificates�`of �.:i;�� of the. •C'���. 3�
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The ; ��:,�owing m��b�s �r�fen pr��'e�g�:,:.. �- ;.r
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and the f.oll�a�v_ing"ra�e��, �a�Se�i�W;� ��•,�.,�:.. : -- .;.
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-"'��e � City C1�� pr���z�'e�c1�"�the bids o�� $2.5�0, O�:C
Oblic�atzon Equipb���,;.C��tif.�ca�es of 1992., o� th�.��.:��;�*;
were to' Po� r��e�ved �t .,;thi-�;s�neeting, �-�i;.;�a��rdan��, ;,�i��
resolut`fon ��i�pt�ed,by� �he City Council' arz��:�ugus�.,,;��°.;��
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BIOS RECEIVED
$250,000 EQUIPMENT CERTIFICATES
SELLING SEPTEMBER 15, 1992
ACCOUNT
CRONIN & C0.
Minneapolis, Mn.
DAIN BOSWORTH C0.
Minneapolis, Mn.
CHEROKEE STATE BANK
St. Paul, Mn.
AMERICAN NATIONAL BANK & TRUST
St. Paul, Mn.
FBS
Minneapolis, Mn.
MOORE JURAN & C0. INC.
Minneapolis, Mn.
PIPER JAFFRAY & HOPWOOD INC.
Minneapolis, Mn
RATES
3.0� 1993
3.2 1994
3.4 1995
3.8 1996
3.0% 1993
3.2 1994
3.5 1995
4.0 1996
3.0� 1993
3.5 1994
4 1995
4.25 1996
3.1 1993
3.3 1994
3.6 1995
4 1996
3.0� 1993
3.5 1994
3.7 1995
4.0 1996
3.0 1993
3.4 1994
3.7 1995
4 1996
3.0 1993
3.4 1994
3.8 1995
4.1 1996
DISCOUNT $ CQST � RATE
�1.350.00 $21,968.33 3.621�
1,475.00 22,616.67 3.7
-0- 22,995.83 3.825X
�.
1,�50.00 23,431.80 3.
1,750.00 23,759.17 3�916�
2,062.50 23;��.20 �3.944�
2,500.00 24,703.33� 4.071�
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 THE COMPETITIVE
NEGOTIATED SALE OF
$250,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF 1992, 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 $250,000
General Obligation Equipment Certificates of 1992 of the City,
pursuant to Minnesota Statutes, Chapter 475 and Minnesota
Statutes, Section 412.301, to finance the acguisition 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 f.rnnin $�'0. Inc
_�1i nnea ol i s� Mn . ( the "Purchaser� to
purchase $250,000 General Obligation Equipment Certificates of
1992 of the City (the "Certificates", or individually a
"Certificate"), in accordance with the terms of proposal, 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: Original Issue Date; Denominations;
Maturities. The Certificates shall be titled "General Obligation
Eguipment Certificates of 1992", shall be dated October 1, 1992,
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-
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ation of $5,000 each or in any integral multiple thereof of a
single maturity. The Certificates shall mature, without option
of prepayment, on December 1 in the years and amounts as follows:
Year
1993-1994
1995
Amount
$75,000
60,000
All dates are inclusive.
Year
1996
Amount
$40,000
3. Purpose. The Certificates shall provide funds to
acquire the Equipment. The total cost of acquiring the
Equipment, which shall include all costs enumerated in Minnesota
Statutes, Section 475.65, is estimated to be at least equal to
the amount of the Certificates herein authorized.
4. Interest. The Certificates shall bear interest
payable semiannually on June 1 and December 1 of each year (each,
an "Interest Payment Date"), commencing June 1, 1993, calculated
on the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows: �
Maturity
Year
1993
1994
Interest
Rate
3, 00 �
3.20
Maturity Interest
Year Rate
1995
1996
3.40 �
3.80
5. No Redemption. The Certificates shall not be
subject to redemption and prepayment prior to their maturity.
6. Certificate Rec�istrar. American National Bank &
Trust Company , in St. Paul, Mn ,
, is appointed to act as certificate registrar and
transfer agent with respect to the Certificates (the "Certificate
Registrar"), and shall do so unless and,until a successor
Certificate Registrar is duly appointed, all pursuant to any
contract the City and Certificate Registrar shall execute which
is consistent herewith. The Certificate Registrar shall also
serve as paying agent unless and until a successor paying agent
is duly appointed. Principal and interest on the Certificates
shall be paid to the registered holders (or record holders) of
the Certificates in the manner set forth in the form of
Certificate and paragraph 12 of this resolution.
7. Form of Certificate. The Certificates, together
with the Certificate Registrar's Certificate of Authentication,
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the form of Assignment and the registration information thereon,
shall be in substantially the following form:
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4
\
i
R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
$
GENERAL OBLIGATION EQUIPMENT
CERTIFICATE OF 1992
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL �SSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
OCTOBER 1, 1992
I �.� ��c` ��''
I�iOW 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
assigns, 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, 1993, at the rate
per annum specified above (calculated on the basis of a 360-day
year of twelve 30-day months) 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 premium, 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. Interest on this Certificate will be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name this Certificate is registered (the
"Holder" or "Certificateholder") on the registration books of the
Issuer maintained by the Certificate Registrar and at the address
appearing thereon at the close of business on the fifteenth day
of the calendar month next preceding such Interest Payment Date
(the "Regular Record Date"). Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
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5
who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Certificate Registrar
whenever money 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 are payable 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 constitutional 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.
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Date of Registration:
CERTIFICATE REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Certificate is one of
the Certificates described
in the Resolution mentioned
within.
Certificate Registrar
By
Authorized Signature
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Registrable by:
Payable at:
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY,
MINNESOTA
/sf Facsimile
Mayor
/s/ Facsimi.le
Clerk
7
ON REVERSE OF CERTIFICATE
No Redem�tion. The Certificates of this issue (the
��Certificates") are not subject to redemption and prepayment
prior to their maturity.
Issuance; Purpose; General Obliqation. This
Certificate is one of an issue in the total principal amount of
$250,000, 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 September 15, 1992 (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 1992 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.
Denominations; Exchange; Resolution. The Certificates
are issuable solely as fully registered certificates in the
denominations of $5,000 and integral 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 regulations 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
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Certificate, of the same maturity and bearing interest at the
same rate.
Fees upon Transfer or Loss. The Certificate Registrar
may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Certificate and any legal or unusual costs
regarding transfers and lost Certificates.
Treatment of Registered 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.
Authentication. 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.
4ualified Tax-Exempt Obligation. This Certificate has
been designated by the Issuer as a"qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
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c
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 according to applicable laws or
regulations:
TEN COM - 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
(Cust) (Minor)
under the Uniform
,
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
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10
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
major stock exchanges.
The Certificate Registrar will not effect transfer of this
Certificate unless the information concerning the transferee
requested below is provided.
Name and Address:
(Include information for all joint owners
if the Certificate is held by joint
account.)
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11
8. Execution: Temporary 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 resignation or other absence of either such
officer, the Certificates may be signed by the manual or
facsimile signature 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 thari 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. Authentication. 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 October 1, 1992. The Certificate of
Authentication so executed on each Certificate shall be
conclusive evidence that it has been authenticated and delivered
under this resolution.
10. Reqistration; 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
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12
reasonable regulations as the Certificate Registrar may
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 exchange 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 exchange for or upon
transfer of Certificates shall be valid general obligations of
the City evidencing the same debt, and entitled to the same
benefits under this resolution, as the Certificates surrendered
for such exchange or transfer.
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 Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable
in connection with the transfer or exchange of any Certificate
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13
and any legal or unusual costs regarding transfers and lost
Certificates.
Transfers shall also be subject to 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.
11. Rights Upon Transfer or Exchange. 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 accrue, which werezcarried by
such other Certificate.
12. Interest Payment; Record Date. Interest on any
Certificate shall be paid on each Interest Payment Date by check
or draft mailed to the person in whose name the Certificate is
registered (the "Holder") on the registration books of the City
maintained by the Certificate Registrar and at the address
appearing thereon at the close of business on the fifteenth
(15th) day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Any such interest not
so timely paid shall cease to be payable to the person who is the
Holder thereof as of the Regular Record Date, and shall be
payable to the person who is the Holder thereof at the close of
business on a date (the "Special Record Date") fixed by the
Certificate Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Certificate Registrar to the Holders
not less than ten (10) days prior to the Special Record Date.
13. Treatment of Registered Owner. The City and
Certificate Registrar may treat the person in whose name any
Certificate is registered as the owner of such Certificate for
the purpose of receiving payment of principal of and premium, if
any, and interest (subject to the payment provisions in paragraph
12 above) on, such Certificate and for all other purposes
whatsoever whether or not such Certificate shall be overdue, and
neither the City nor the Certificate Registrar shall be affected
by notice to the contrary.
14. Delivery; Application of Proceeds. The
Certificates when so prepared and executed shall be delivered by
the Treasurer to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the
proper application thereof.
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14
15. Fund and Accounts. There is hereby created a
special fund to be designated the "General Obligation Equipment
Certificates of 1992 Fund" (the "Fund") to be administered and
maintained by the Treasurer 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 Certificates and the interest
thereon have been fully paid. There shall be maintained in the
Fund two,(2) separate accounts, to be designated the "Capital
Account" and "Debt Service Account", respectively.
(i) Capital Account. To the Capital Account there shall
be credited the proceeds of the sale of the Certificates, less
accrued interest received thereon, and less any amount paid for
the Bonds in excess of $247,500, and less capitalized interest in
the amount of $ 10,079 (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 or before June l, 1993). From the Capital Account there shall
be paid all costs and expenses of acquiring the Equipment,
including the cost of any purchase contracts heretofore let and
all other costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65; and the moneys
in said account shall be used for no other purpose except as
otherwise provided by law; provided that the proceeds of the
Certificates may also be used to the extent necessary to pay
interest on the Certificates due prior to the anticipated date of
commencement of the collection of taxes herein levied.
(ii) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service Account: (a) all funds paid for the Bonds in excess
of $247,500; (b) all accrued interest received upon delivery of
the Certificates; (c) capitalized interest in the amount of
$ 10�079 (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 or before
June 1, 1993); (d) any collections of all taxes herein or
hereafter levied for the payment of the Certificates and interest
thereon; (e) all funds remaining in the Capital Account after
acquisition of the Equipment and payment of the costs thereof;
(f) all investment earnings on funds held in the Debt Service
Account; and (g) any and all other moneys which are properly
available and are appropriated by the governing 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 of the City hereafter issued by the City and
made payable from said account as provided by law.
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No portion of the proceeds of the Certificates 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 (1) for a reasonable
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 greater 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 "minor portion" made available under the federal
arbitrage regulations. 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 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 Year of Tax
Levy Collection Amount
1992 1993 $ 78,000
1993 1994 85,000
1994 1995 ' 71,000 ,
1995 1996 43,000
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.
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17. Defeasance. When all Certificates have been
discharged as provided in this paragraph, all pledges, covenants
and other rights granted by this resolution to the registered
holders of the Certificates shall, to the extent permitted by
law, cease. The City may discharge 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 sufficient 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
regulating such action, by depositing irrevocably in escrow, with
a suitable banking institution qualified by law as an escrow
agent 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, subject 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. Compliance With Reimbursement Bond Requlations.
The provisions of this paragraph are intended to establish and
provide for the City's compliance with United States Treasury
Regulations Section 1.103-18 (the "Reimbursement Regulations")
applicable to the "reimbursement proceeds" of the Certificates,
being 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 (an "Expenditure").
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The City hereby certifies and/or covenants as follows:
(a) On or before the date of payment of each Expenditure,
the City (or person designated to do so on behalf of
the City) made or will have made a written declaration
of the City's official intent (a "Declaration") which
effectively (i) states the City's intention and
reasonable expectation to reimburse itself for the
payment of the 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/or
identifies a specific fund or account of the City and
the general functional purpose thereof from which the
Expenditure was to be paid (collectively the
"Project"); (iii) states the maximum principal amount
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of debt expected to be issued by the City for the
purpose of financing the Project; and (iv) states
specifically that the Declaration is a declaration of
official intent under Treasury Regulations Section
1.103-18; provided, however, that no such Declaration
shall necessarily have been made with respect to
"preliminary expenditures" for the Project, defined in
the Reimbursement Regulations to include engineering or
architectural expenses and similar prefatory expenses,
which in the aggregate do not exceed 20� of the "issue
price" of the Certificates. Notwithstanding the
foregoing, with respect to Expenditures made by the
City prior to March 2, 1992, the City hereby represents
that there exists objective evidence, within the
meaning of the Reimbursement Regulations, that at the
time the Expenditure was paid the City expected to
reimburse the cost thereof with the proceeds of a
borrowing.
(b) As of the date of each Declaration, there were not and
were not thereafter expected to become available
sources of City funds which were or were expected to be
dedicated or otherwise available on a long-term basis
to provide financing for the Expenditure or Project.
(c) Each Declaration was made a part of the publicly
available official books, records or proceedings of the
City and was continuously available for inspection by
the general public at City Hall during regular City
hours beginning not later than 30 days after the making
of the Declaration and continuing through the date of
issuance of the Certificates, as required by the
Reimbursement Regulations.
(d) Each Expenditure, other than the costs of issuing the
Certificates, is a capital expenditure, that is, a cost
of a type that is properly chargeable to a capital
account (or would be with a proper election) under
general federal income tax principles.
(e) The "reimbursement allocation" described in the
Reimbursement Regulations for each 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 one year after payment of the Expenditure or one
year after the date on which the Project to which the
Expenditure relates is first placed in service.
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(f) Each such reimbursement allocation will be evidenced by
an entry on the official books or records of the City
maintained for and in connection with the Certificates
and will specifically identify the actual prior
Expenditure or Project or, in the case of the
reimbursement of a particular fund or account described
in the applicable Declaration, the fund or account from
which the Expenditure was paid.
(g) The City is unaware of any facts or circumstances which
would cause it to question the reasonability or
accuracy of the content of this paragraph or of any of
the Declarations, or its compliance with any of the
covenants herein or therein, including without
limitation the City's failure to issue qualifying
reimbursement bonds for costs for which it has made
declarations of official intent, absent extraordinary
and unforeseeable circumstances of the kind described
in the Reimbursement Regulations.
19. General Obligation Pledge. For the prompt and
full payment of the principal and interest on the Certificates,
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 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 shall 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 Reqistration. The Clerk is hereby
directed to file a certified copy of this resolution with the
County Auditor of Dakota County, Minnesota, together with such
other information as he or she shall 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. Records 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
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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 of Proceeds and
Equipment. 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 meaning of Sections 103 and 141 through 150 of the Code.
23. Tax-Exempt Status of the Certificates; Rebate.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Certificates,
including without limitation (1) requirements relating to
temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Certificates,
and (3) the rebate of excess investment earnings to the United
States if the Certificates (together with other obligations
reasonably expected to be issued and outstanding at one time in
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 is entirely within the jurisdiction of
the City), and (4) the aggregate 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. Designation of Qualified Tax-Exempt Obligations.
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:
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(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 1992 will not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations
issued by the City during this calendar year 1992 have
been designated for purposes of Section 265(b)(3) of
the Code.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
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. Headincts. Headings 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.
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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:
adopted.
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none
Whereupon said resolution was declared duly passed and
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STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
I, the undersigned, being the duly qualified and acting
Clerk of the City of Mendota Heights, Minnesota, DO HEREBY
CERTIFY that I have compared the attached and foregoing extract
of minutes with the original thereof on file in my office, and
that the same is a full, true and complete transcript of the
minutes of a meeting of the City Council of said City, duly
called and held on the date therein indicated, insofar as such
minutes relate to opening and considering bids for, and awarding
the competitive negotiated sale of, $250,000 General Obligation
Equipment Certificates of 1992 of said City.
WITNESS my hand and the seal of said City this �
day of ,��,oT�,�g� , 1992.
_ : ,
' fSEAL)
� -
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/�i
Clerk