Res 1985 - 85 Extract of Minutes of a Meeting of the City Council of MH (11/5/1985) (2)596-0
77,O, �s 8
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: Maya? Lockwood, , Councflpee erns
Cummins. t81*sstee* Hart -arra
and the following were absent: Vitt
Member $ Artt:etin introduced the following
resolution and moved its adoption:
85416
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 ptj :;T i tt Sr. PAUL (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
$ P.56'0700.00 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'Certificates 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
5. Prat Tp�ttoeipAdik in ttP,
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 Cit 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"), actiny 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 "Holdee' or
"Certificateholder") on the registration books of the Issuer
maintained by the Certificate Registrar and at the address
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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
doe's 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
CERTIFICATE OF
AUTHENTICATION
This Certificate is one
of the Certificates
described in the
within mentioned
Resolution.
Certificate Registrar
By
Authorized Signature
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/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
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 67000
1987 1988 104410
i944 1989
199054,340
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 repres'n-
tations of the City as to the facts recited therein.
The motion for the adoption of the foregoing
resolution was duly seconded by member Cuanins and
upon vote beiogi .taken thereon, the following voted in favor
r Tea
thereof:
and the following voted against the same: none
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, dulycalled and held on the date therein indicated,
insofar as such minutes relate to authorizing the issuance of
and awaidingthe sale'of.$260,Q00 General Obligation Equipment
Certificates of 1985,of said City.
_
WITNESS my hand and the seal of said City this
day of , 1985.
(SEAL)
16
Clerk