HomeMy WebLinkAbout91-155 y_
CERTIFICATION OF MINUTES RELATING TO
$445,000 GENERAL OBLIGATION EQUIl'MENT CERTIFICATES, SERIES 1991E
Issuer:. City of Lakeville, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held Monday, November
18, 1991, at 7:30 o'clock P.M., at the City Hall, .Lakeville, Minnesota.
.Members present: Ruhmann, Zaun, Sindt, Mulvihill, Harvey
Members absent: rr/A
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO.91- 155
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
• THE PAYMENT OF $445,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES, SERIES 1991 E
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referred to in the title of this certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of said rnrporation in my legal. custody, from
which they have been transcribed; that .said documents are a correct and complete.
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
...said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this 18th day of
November, 1991.
I
City Clerk
The Clerk reported that s sealed bids had been received at the
time and place designated in the Official Statement and the Terms of Proposal, and
the bids having been opened, publicly read and considered, were all found to
conform to the Terms of Proposal, and the highest and best bid of each bidder was
found to be as follows:
Interest Total Interest Cost
Name of Bidder Purchase Price Rates And Net Average Rate
(See next page)
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~ SPRINGSTED
PUBLIC FINANCE ADVISORS
16655 West Bluemound Road 85 East Seventh Place 6800 College Boulevard
Suite 290 Suite 100 Swte 600
Brookfield. WI 53005-5935 Saint Paul, MN 55101-2143 Overland Park, KS 6621 t-1533
(414)782-8222 (612) 223-3000 (913)345-8062
Fax: (414)782-2904 Fax: (612)223-3002 Fax: (913)345-1770.
2739 Second Avenue S.E: 222 South Ninth Street
Cedar Rapids, IA 52403-1434 Suite 2825
(319) 363-2221 Minneapolis, MN 55402-3368
Fax:(3t9)363-6999 (612).333-91.77
Fax: (612} 333-2363
$445,904 -
CITY Oi= LAKEVILLE, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIt=ICATES, SERIES 1991 E
AWARD: FBS INVESTMENT SERVICES, INC.
SALE: November 18,1991 Moody's Rating: A
Interest Net Interest
Bidder Rates Price Cosf & Rate
FBS INVESTMENT SERVICES, INC. 4.10% 1992 $442,330.00 $57,565.00
4.30% 1993 (4.7574%)
4.45% 1994
4.60% 1995
4.80% 1996
UNITED MISSOURI BANK, N.A. 4.00% 1992 $443,113.20 $57,736.80
4.25% .1993 (4.771636%)
4.50% 1994
4.70% 1995
5.00% 1996
COUNTRY CLUB BANK 4.10% 1992 $442,819.50. $57,790.50
4.25% 1993 (4.776074%)
4.50% 1994
4.70% 1995
4.90% 1996
NORWEST INVESTMENT SERVICES, 4.10% 1992 $442,775.00 $57,915.00
INCORPORATED 4.3096 1993 (4.7863%)
4.50% 1994
4.70% 1995
4.90% 1996
PARK INVESTMENT CORPORATION. 4.10% 1992 $440,910.45 $58,349.55
4.25% 1993 (4.8222%)
4.50% 19941995
i 4.70% 1996
(Continued)
Interest Net Interest
Bidder Rates Price Cost & Rate
CRONIN & COMPANY, INCORPORATED 4.0096 1992 $441,929.50 $58,695.5
ROBERT W. BAIRD & COMPANY 4.25% 1993 (4.8508%}
.INCORPORATED. 4.5096 1994
4.75% 1995
4.90% 1996
PIPER, JAFFRAY & HOPWOOD 4.15% 1992 $442,463.50 $58,939.00
.INCORPORATED 4.30% .1.993 (4.8709%)
4.55% 1994
4.75% 1995
5.00% 1996
AMERICAN NATIONAL BANK SAINT PAUL 4.20% 1992 $442,360.00 $59,070.00
4.35% 1993 (4.881896).
4.50% 1994
4.75% 1995
5.00% 1996
MOORS, JURAN AND COMPANY, 4.00% 1992. $440,550.00 - $60,450.00
INCORPORATED 4.25% 1993 (4.9958%)
JURAN & MOODY, INCORPORATED 4.50% 1994
4.75% 1995
5.00% 1996
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These Bonds -are being reoffered at par.
$BL• 6.69
Average Maturity: 2.72 Years
•
~ Counalperson Ha=ver introduced the following
resolution and moved its adoption:
RESOLUTION N0.91- 1 s s
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $445,000 GENERAL OBLIGATION EQUIl'MENT
CERTIFICATES, SERIES 1991E
BE IT RESOLVED by the City Council of the City of Lakeville,
Minnesota (the Issuer), as follows:
Section 1. Authorization and Sale.
{a) This Council, by its Resolution No. 91-144 adopted October 21, 1991,
authorized the issuance and public sale of $445,000 General Obligation Equipment
Certificates,. Series 1991E (the Obligations) of the Issuer to finance the costs of
acquiring certain items of capital equipment as described therein.
(b) Bids have been received in accordance with Resolution No. 91-144
and the Terms of Proposal and the Council has publicly considered all sealed bids
presented in conformity with the Terms of Proposal. The most favorable of such
bids is ascertained to be that of FBS Investment Services, Inc.
of Minneapolis Minnesota and associates (the Purchaser), to
purchase the Obligations at a price of $ 442,330.00. plus accrued interest on all
Obligations to the day of delivery and payment, on the further terms and conditions
hereinafter set forth.
(c) The sale of the Obligations is hereby awarded to the Purchaser and
the Mayor and City Clerk are hereby authorized and directed to execute a contract on
behalf of the Issuer for the sale of the Obligations in accordance with the terms of the.
bid. The good faith deposit of the Purchaser shall be retained and deposited by the
Issuer until the Obligations have been delivered, and. shall be deducted from the
purchase price paid at settlement.
Section 2. Bond Terms• Registration; Execution and Delivery.
2.01. Issuance of Obligations. All. acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the valid issuance of the
Obligations having been done, now existing, having happened and having been
performed, it is now necessary for the City Council to establish the form and terms
of the Obligations, to provide security therefor and to issue the Obligations
forthwith.
.a
2.02. Maturities; Interest Rates; Denominations and Payment• The
Obligations shall be originally dated as of December 1, 1991, shall be in
denominations of $5,000 or any integral multiple thereof, of single maturities, shall
mature on December 1 in the years and amounts stated below, without option of
prior payment, and shall bear interest hom date of issue until paid at the annual
rates set forth opposite such years and amounts, as follows:
Year Amount Interest Rate
1992 $135,000 4.10%
1993 80,000 4.3 0
1994 80,000 4.45
1995 75,000 4.60
.1996 75,000 4.8 0
The Obligations shall be issuable only in fully registered form. The interest thereon
and, upon surrender of each Bond at the principal office of the Registrar described
herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein.
2.03.. Dates and Interest Paxment Dates. Each Bond shall bear a date of
original issue of December 1, 1991. Upon the initial delivery of the Bonds pursuant
to Section 2.07, and upon any subsequent transfer or exchange pursuant to Section
2.06, the date of authentication shall be noted on each Bond so delivered, exchanged
or transferred. Interest on the Bonds shall be payable on each June 1 and December
1, commencing June 1, 1992,. to the owners of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
2.04. Redemption. The Obligations shall not be subject to prepayment
prior to their stated maturities.
2.05. Ayyointmenf of Initial Re
ig_strar. The Issuer hereby appoints
First Trust National Association ,
in St. Paul ,Minnesota, as the initial bond registrar, transfer agent and paying
agent (the Registraz) for the Obligations. The Mayor and Clerk are authorized to
..execute and deliver, on behalf of the Issuer, a contract with the Registraz. Upon
merger or consolidation of the Registrar with another corporation, if the resulting
corporation is a bank or trust company authorized by law to conduct such business,
such corporation shall be authorized to act as successor Registrar. The Issuer agrees
to paythe reasonable and customary charges of the Registrar for the services
performed. The Issuer reserves the right to remove the Registraz upon thirty days'
notice and upon the appointment of a successor Registrar, in which event the
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predecessor Registrar shall deliver all cash and Obligations in its possession to the
successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate
trust office a bond register in which the Registrar shall provide for the
registration of ownership of Obligations and the registration of transfers and
exchanges of Obligations entitled to be registered, transferred or exchanged.
(b) Transfer of Obli atg~ ions.. Upon. surrender for transfer of any
Obligation duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Obligations of a like aggregate principal amounf and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Obli atg~ ions. Whenever any Obligations are
surrendered by the registered owner for exchange the Registrar shall
authenticate and deliver -one or more new Obligations of a like aggregate
principal amount and maturity, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. .All Obligations surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation. is
presented to the Registrar for transfer, the Registrar may refuse to transfer the
same until it is satisfied that the endorsement on such Obligation or separate
instrument of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar shall incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The Issuer and the Registrar may
treat the person in whose name any Obligation is at any time registered in the
bond register as the absolute owner of the Obligation, whether the Obligation
shall be overdue or not, for the purpose of receiving payment of or on
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account of, the principal of and interest on the Obligation and for all other-
purposes; and all payments made to any registered owner or upon the
owner's order shall be valid and effectual to satisfy and .discharge the liability
upon Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Obligations (except for an exchange upon a partial redemption of an
Obligation), the Registrar may impose a charge upon the owner thereof
sufficient to reimburse the Registrar for any tax, fee or other governmental
charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Obli ag bons. In case any
Obligation shall become mutilated or be destroyed, stolen or lost, the Registrar
shall deliver a new Obligation of like amount, number, maturity date and
-tenor in exchange and substitution for and upon cancellation of any such
mutilated Obligation or in lieu of and in substitution for any Obligation
destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a
Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Obligation was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar of an appropriate
bond or indemnity in form, substance and amount satisfactory to it, in which
both the Issuer and the Registrar shall be named as obligees. All Obligations
so surrendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or
lost Obligation has already matured or been called for redemption in
accordance with its terms it shall not be necessary to issue a new Obligation
prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Obligations, within the meaning of Minnesota
Statutes, Section 475.55,. Subdivision 1, as amended.
2.07. Execution Authentication and Delivery. The Obligations
shall be prepared under the direction of the Clerk and shall be executed on behalf of
the Issuer by the signatures of the Mayor and.the Clerk, provided that the signatures
may. be printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature shall appear on the
Obligations shall cease to be such officer before the delivery of any Obligation,.such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the
same as if he had remained in office until delivery. Notwithstanding such
execution, no Obligation shall be valid or obligatory for any purpose or entitled to
any security or benefit under this Resolution unless and until a certificate of
authentication on the Obligation has been duly executed by the manual signature of
an authorized representative of the Registrar. Certificates of authentication on
• different Obligations need not be signed by the same representative. The executed
certificate of authentication on each Obligation shall be conclusive evidence that it
has been authenticated and delivered under this Resolution. When the Obligations
have been prepared, executed and authenticated, the Finance Director shall deliver
them to the Purchaser upon payment of. the purchase price in accordance with the
contract of sale heretofore executed, and the Purchaser shall .not be obligated to see to
the application of thepurchase price.
2.08. Form of Obli atg
ions. The Obligations shall be prepared in
substantially the following form:.
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[Face of the Obligations]
UNITED STATES OF AMERICA
STATE OF MIlVNESOTA
.COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION EQUII'MENT CERTIFICATE, SERIES 1991E
Interest Maturity Date of
Rate Date Original Issue CUSIl'
December 1, 1991.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
FOR VALUE RECEIVED, the City of Lakeville, County of Dakota,
.Minnesota (the Issuer), acknowledges itself to be indebted and for value received
hereby promises to pay to the registered owner specified above, or registered assigns,
• the principal sum specified above on the maturity date specified above, without
option of prior .payment, and to pay interest thereon from the date hereof at the
annual rate specified above, payable on June 1 and December i in each year,
commencing June 1, 1992, to the person in whose name this. Obligation is registered
at the dose of business on the fifteenth day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and
surrender hereof, the principal hereof are payable in lawful money of the United
.States of America by check or draft by
in , as Registrar and Paying Agent (the Registrar), or its
designated successor under the Resolution described herein. For the prompt and
full payment of such principal and interest as the same respectively become due, the.
full faith, credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Additional provisions of this Obligation are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth hereon.
This Obligation shall not be valid or become obligatory for any purpose
or be entitled to any security or benefit under the Resolution until the Certificate of
r
Authentication hereon shall have been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Lakeville, County of Dakota,
Minnesota, by its City Council, has caused this Obligation to be executed on its behalf
by the printed facsimile signatures of its Mayor and. City Clerk, and has caused this
Obligation to be dated as of the date set forth below.
Date of Authentication:
CTTY OF LAKEVILLE, MIlVNESOTA
Attest: (facsimile) (facsimile)
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution
mentioned within.
as Registrar
sy
Authorized Representative
[Reverse of the Obligations]
This Obligation is one of an issue in the aggregate principal amount of
$445,000, all of like date and tenor, except as to maturity date, interest rate and
denomination issued pursuant to a resolution adopted by the City Council on
November 18, 1991 (the Resolution), to finance the .costs of acquisition of capital
equipment, and is issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Section 412.301 and Chapter 475. The Obligations are issuable only in fully
registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
The Obligations have been designated as "qualified tax-exempt
obligations".pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended.
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As provided in the Resolution and subject to certain limitations set
forth therein, this Obligation is transferable upon the books of the Issuer at the
principal office of the Registrar, by the registered owner hereof in person or by the
owner's attorney duly authorized in writing upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Obligations of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing
interest at the same rate and maturing on the same date, subject to reimbursement
for any tax, fee or governmental charge required to be paid with respect #o such
transfer or exchange.
The Issuer and the Registrar may deem and treat the person in whose
name this Obligation is registered as the absolute owner hereof, whether this
Obligation is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the .Issuer nor the Registraz shall be affected by any notice to
the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Obligation in order to make it a valid and binding general
• obligation of the Issuer in accordance with its terms, have been done, do exist, have
happened and have been performed as so required; that, prior to the issuance hereof
the City Council has levied ad valorem taxes on all taxable property in the Issuer,
which taxes will be collectible for the yeazs and in amounts sufficient to produce
sums not less than five percent in excess of the principal of and interest on the
Obligations when due, and has appropriated such taxes to its Series 1991 E
Equipment Certificate Sinking .Fund for the payment of such principal and interest;
that if necessary for payment of such principal and interest, additional ad valorem
taxes are required to be levied upon all taxable property in the Issuer, without.
limitation as to rate or .amount;. and that the issuance of this Obligation, together
with all other indebtedness of the Issuer outstanding on the date hereof and on the
date of its actual issuance and delivery, does not cause the indebtedness of the Issuer
to exceed any constitutional or statutory limitation of indebtedness.
Form of certificate to be printed on the reverse side of each Obligation,
following a full copy. of the legal opinion:
We certify that the above is a full, true and correct copy of the legal
opinion rendered by Bond Counsel on the issue of Obligations of the City of
Lakeville, Dakota County, Minnesota,. which includes the within Obligation, dated
as of the date of original delivery of and payment for the Obligations.
(Facsimile Signature) (Facsimile Signature)
City Clerk Mayor
The following abbreviations, when used in the inscription on the face
of this Obligation, shall. be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants UTMA as Custodian for
in common (Gust) (Minor)
TEN ENT as tenants
by entireties under Uniform Transfers
to Minors
JT TEN --as joint tenants
• with right of Act .
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For. value received, the undersigned hereby sells, assigns and transfers
unto the within Obligation and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Obligation on the books kept for registration of the within Obligation, with full
power of substitution in the premises.
_ Dated:
NOTICE: The assignor's signature to
this assignment must correspond with
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the name as it appears upon the face of
• the within Obligation in every
particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be
guaranteed by a commercial
bank or trust company or by
a brokerage firm having a
membership in one of the
major stock exchanges.
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE:
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Section 3. Series 1991E Equipment Certificate Sinking Fund. So long as
i any of the Obligations are outstanding and any principal of or .interest thereon
unpaid, the Clerk shall maintain a separate debt service fund on the official books
and records of the Issuer to be known as the Series 1991E Equipment Certificate
Sinking Fund (the Bond Fund), and the principal of and interest on the Obligations
shall be payable from the .Bond Fund. The Issuer irrevocably appropriates to the
Bond Fund (a) any amount in excess of $440,550 received from the Purchaser; (b) all
taxes levied and collected in accordance with this Resolution; and (c) all other
moneys as shall be appropriated by the City Council to the Bond Fund from. rime to
time. If the balance in the Bond Fund is at any time insufficient to pay alI interest
and principal then due on all Obligations payable therefrom, the payment shall be
made from any fund of the Issuer .which is available for that purpose, subject to
reimbursement from the Bond Fund when the balance therein is sufficient, and the
City Council covenants. and agrees that it will each year levy a sufficient amount of
ad valorem taxes to take care of any accumulated or anticipated deficiency, which
levy is not subject to any constitutional or statutory limitation.
Section 4. Pledge of Taxing Powers. For the prompt and full payment.
of the principal of and interest on the Obligations as such payments respectively
become due,. the full faith, credit and unlimited taxing powers of the Issuer shall be
and are hereby irrevocably pledged. In order to produce aggregate amounts not less
than 5% in excess of the amount needed to meet when due the principal and
interest payments on the Obligations, ad valorem taxes are hereby levied on all
i taxable property in the Issuer. The taxes are to be levied and collected in the
following years and amounts:
Levy Collection
Year Year Amount
1991 1992 162,315
1992 1993 98,753
1993 1994 95,141
1994 1995 86,153
1995 1996. s2, 530
The taxes shall be irrepealable as long as any. of the Obligations are outstanding and
unpaid, provided that the Issuer reserves the right and power to reduce the tax
levies in accordance with the provisions of Minnesota Statutes, Section 475.61. .
Section 5. Defeasance. When all of the Obligations have been
discharged as provided in this section, all pledges, covenants and other rights
granted by this Resolution to the holders of the Obligations shall cease. The Issuer
may discharge its obligations with respect to any Obligations which are due on any.
date by depositing with the Registrar on or before that date a sum sufficient for the
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payment thereof in full; or, if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued from the due date to the date of such
deposit. The Issuer may also at any time discharge its obligations with respect to any
Obligations, subject to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with a bank qualified by
law as an escrow agent for this purpose, cash or securities which are authorized by
law to be so deposited, bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall be required to pay
all principal and interest to become due thereon to maturity.
Section 6. Registration of Obli ag tions. The Clerk is hereby authorized
and directed to file a certified copy of this Resolution with the County Auditor of
Dakota County, together with such additional information as the Auditor may
require, and to obtain from the Auditor a certificate that the Obligations have been
duly entered upon the Auditor's bond register and the taxes required by law for the
payment of the Obligations have been levied.
Section 7. Authentication of Transcriyt. The officers of the Issuer and
the Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey ~ Whitney, Bond Counsel, certified copies of all
proceedings and records relating to the Obligations and such other affidavits,
certificates and 'information as may be required to show the facts relating to the
legality and marketability of the Obligations, as the same appear from the books and
records in their custody and control or as otherwise known to them, and all such
certified copies, affidavits and certificates, including. any heretofore furnished, shall
be deemed representations of the Issuer as to the correctness of all statements
contained therein.
Section 8. Tax Covenant and Arbitrage Certificate.
(a} The Issuer covenants and agrees with the registered owners from
time to time of the Obligations herein authorized, that it will not. take, or permit to
be taken by any of its officers, employees or agents, any action which would cause
the interest payable on the Obligations to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the Code) and regulations issued
thereunder, in effect at the time of such action, and that it will take, or it will cause
its officers, employees or agents to take, all affirmative actions within its powers
which may be necessary to insure that such interest will not become subject to
taxation under the Code and applicable Treasury Regulations, as presently existing
or as hereafter amended and made applicable to the Obligations.
(b) The Mayor and Clerk being the officers of the Issuer charged with
the responsibility for issuing the Obligations pursuant to this resolution, are
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.
authorized and directed to execute and deliver to the Purchaser a certificate in
accordance with the provisions of Section 148 of the Code, and Sections 1.103-13,
1.103-14 and 1.103-15 of the Regulations, stating that on the basis of facts, estimates
and circumstances in existence on the date of issue and delivery of the Obligations, it
is reasonably expected that the proceeds of the Obligations will not be used in a
manner that would cause the Obligations to be arbitrage bonds within the meaning
of the Code and the applicable regulations.
Section 9. Arbitrage Rebate Exemption. It is hereby found that the
Issuer has general taxing powers, that no Obligation is a "private activity bond"
within the meaning of Section .141 of the Code, that 95% or more of the net proceeds
of the Obligations are to be used for local governmental activities of the Issuer, and
that the aggregate face amount of all tax-exempt obligations (other than private
activity bonds) issued by the Issuer and all subordinate entities thereof during the
year 1991 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the
provisions of Section 148(f)(4)(D) of the Code, the Issuer shall not be required to
comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section.
148(f) of the Code.
Section 10. Qualified Tax-Exempt Obli
a~ tions. The City Council hereby
designates the Obligations as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code relating to the disallowance of interest expense for
financial institutions, and hereby finds that the reasonably anticipated amount of
• qualified tax-exempt obligations (within the meaning of Section 265(b)(3) of the
Code) which will be issued by the Issuer and all subordinate entities during calendar
year 1991 does not exceed $10,000,000.
Section 11. Official Statement. The Official Statement relating to the
Obligations, dated November 5, 1991, prepared and delivered on behalf of the Issuer
by Springsted Incorporated, is hereby approved, and the officers of the Issuer are
hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency thereof.
Mayor
Attest:
Clerk
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r
The motion for the adoption of the foregoing resolution was duly
seconded by Councilperson Mulvihill and, upon vote being taken
thereon, the following voted in favor thereof: zaun, Harvey, Mulvihill,
Ruhmann and Sindt
and the following voted against the same: .zone
whereupon the resolution was declared duly passed and adopted.
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