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Res 1985 - 85 Extract of Minutes of a Meeting of the City Council of MH (11/5/1985)596-0 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA HELD: NOVEMBER 5, 1985 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 called and held at the City Hall in said City on the 5th day of November, 1985, at 7:30 P.M. for the purpose of authorizing the issuance of and awarding the sale of $260,000 General Obligation Equipment Certificates of 1985 of the City. The following members were present: Mum' toclamod, Coyncilptt2'Sons Cummins* Biome* ifartmon and the following were absent: Vitt Member HArttlefin introduced the following resolution and moved its adoption: 85.;35 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $260,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF 1985 WHEREAS: A. The City Council has heretofore determined that it is necessary and expedient to issue $260,000 General Obligation Equipment Certificates of 1985, pursuant to Minnesota Statutes, Section 412.301, to finance the acquisition of police, fire and street construction equipment for the City (hereinafter collectively referred to as the "Equipment"); B. The amount of the certificates to be issued ($260,000) does not exceed one percent (1.00%) of the assessed valuation of the City; C. No other obligations have been issued to defray the expense of the purchase of the Equipment; and D. No other obligations have been sold pursuant to a private sale within the last three (3) calendar months of the. date hereof which when combined with this issue would exceed the $300,000 limitation on negotiated sales as required by Minnesota Statutes, Section 475.60, Subdivision 2(2). NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Mendota Heights, Minnesota, as follows: 1. The offer of VIM BAK ST. (the "Purchaser") to purchase $260,000 General Obligation Equipment Certificates of 1985 of the City (hereinafter referred to as the "Certificates" or individually as "Certificate"), in accordance with the terms and at the rates of interest hereinafter set forth, and to pay therefor the sum of $ 256;700.QO plus interest accrued to settlement is hereby accepted. 2. The Certificates shall be dated December 1, 1985, as the date of original issue and shall be issued forthwith as fully registered bonds. The Certificates shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof. The Certificates shall mature, without option of prepayment, on December 1 in the years and amounts as follows: 1986 $ 30,000 1987 $ 40,000 1988. $ 90,000 1989-1990 $ 50,000 3. The'Cert ficates shall provide funds for the acquisition of the Equipment for the City. The total cost of 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. The Certificates shall bear interest payable semi- annually on June 1 and December 1 of each year commencing June 1, 1986 at the respective rates per annum set forth opposite the maturity years as follows: 2 Maturity Years Interest Rates 1986 1987 1988 1989 1990 ;,ng 6.75 6,x'5 4.76 7 5. First Tri t " siptaaty , Mh a pt s Minnesota is appointed to act as certificate registrar and transfer agent (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 holder) of the Certificates in the manner set forth in the form of Certificate and paragraph 11 of this resolution. 6. The Certificates to be issued hereunder, 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: 3 UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF MENDOTA HEIGHTS R- $ GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF 1985 INTEREST , MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: December 1, 1985 ' KNOW 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, without option of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date") commencing June 1,'1986 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 , a duly organized and validly existing under the laws of • (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 4 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 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 Bond 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 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 in its behalf by the facsimile signatures of the Mayor and the City Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 5 Date of Registration: Registrable by: Payable at: CERTIFICATE REGISTRAR'S CITY OF MENDOTA HEIGHTS, CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Certificate is one of the Certificates described in the /s/ Facsimile within mentioned Mayor Resolution. Certificate Registrar By Authorized Signature /s/ Facsimile Clerk 6 ON REVERSE OF BOND This Certificate is one of an issue in the total principal amount of $260,000 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 on November 5, 1985 (the "Resolution") for the purpose of providing money to finance the acquisition of police, fire and street construction equipment for the City and is payable out of the General Obligation Equipment Certificates of 1985 Fund of the Issuer. This Certificate constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of the principal 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. The Certificates are issuable solely as fully registered Certificates in the denominations of $5,000 and integral multiples thereof and are exchangeable for fully registered Certificates of other denominations in equal aggregate principal amounts and in authorized denominations 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. This Certificate is transferable by the Holder in person or by his 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 Certificate, of the same maturity and bearing interest at the same rate. 7 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. The Issuer and the 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. 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. 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 UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. 8 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.) 9 7. The Certificates shall be executed on behalf of the City by the signatures of its Mayor and City Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; 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. 8. No Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless and until 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, 1985. The executed Certificate of Authentication on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. 9. 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 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. 10 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 8) 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 Bonds 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 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. 11 Transfers shall also be subject to reasonable regula- tions of the City contained in any agreement with the Certificate Registrar, including regulaons which permit the Certificate Registrar to close its transfer books between record dates and payment dates. 10. 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 were carried by such other Certificate. 11. 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 maintainefd by the Certificate Registrar and at the address appearing thereon at the close of business on the fifteenth day of the callendar month next preceding such interest payment date (the "Regular Record Date"). Any such interest not so timelypaidshall 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 Holdersnot less than 10 days prior to the Special Record Date. 12. The City and the 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 11 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. 13. The Certificates when so prepared and executed shall be delivered by the City Treasurerto the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper applicationhthereof. 12 14. There is hereby created a special fund to be designated "General Obligation Equipment Certificates of 1985 Fund" (the "Fund") to be held and administered by the City Treasurer separate and apart from all other funds of the City. The Fund shall be maintained in the manner herein specified until all of the Certificates herein authorized and the interest thereon have been fully paid. There shall be maintained in the Fund two separate accounts to be designated the "Capital Account" and the "Debt Service Account", respectively. The proceeds of the sale of the Certificates herein authorized, less any accrued interest received thereon, and less capitalized interest in the amount of $ 25,5nn_On (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=s 7.:'? ; 1987), shall be credited to the Capital Account, from which there shall be paid all costs and expenses of acquiring the Equipment, including the cost of any purchase contracts heretofore entered into 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 Certificate proceeds 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. There is hereby pledged and there shall'be credited to the Debt Service Account (a) all accrued interest and received upon delivery of the Certificates; (b) capitalized interest in the amount of $25.500.00 (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..-.1 198:-7); (c) any collections of all taxes herein levied for the payment of the Certificates and interest thereon; (d) all funds remaining in the Capital Account after acquisition of the Equipment and payment of the costs thereof; and (e) all investment earnings on funds held in the Debt Service Account. The Debt Service Account herein created shall be used solely to pay the principal and interest and any premiums for redemption of the Certificates issued hereunder and any other general obligation certificates of the City hereafter issued by the City and made payable from said account as provided by law. Any sums from time to time held in the Debt Service Account in excess of amounts which under the 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 13 restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" made available under the federal arbitrage regulations. In addition, money in the Account 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 103(h) of the Internal Revenue Code of 1954, as amended. 15. 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 1985 1986 $30,000 1986 1987 670/00 1987 1988 14 = *fl/ ? ARY 1989 199054.34 The tax levies are such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Certificates, will produce at least five percent 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(3). 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 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. 16. 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 shall require, and to obtain from the Auditor his certificate that the Certificates have been entered in the Auditor's Certificate Register, and that the tax levy required by law has been made. 17. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser of the Bonds, and to the attorneys approving the legality of the issuance thereof, 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, in- cluding any heretofore furnished, shall be deemed represen- tations of the City as to the facts recited therein. The motion for the adoption of the foregoing resolution was duly seconded by member Cumin and upon vote beir.taken thereon, the following voted in favor r ita thereof: and the following voted against the same: n000 Whereupon said resolution was declared duly passed and adopted. 15 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 authorizing the issuance :of • and awarding the sale of.$260,000 General Obligation Equipment Certificates of 1985.of said City. WITNESS my hand and the seal of said City this day of /1/6p , 1985. (SEAL) 16 •