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HomeMy WebLinkAbout87-158 r CERTIFICATION OF MINUTES RELATING TO $60Q,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1987D Issuer: City of Lakeville, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A rectular meeting held Monday, November 2, 1987 at 7:00 o'clock p.m., at the City Hall. Members present: Mayor D. Zaun, P. Harvey, R. Nelson, E. Sa.ndt Members absent: N. Enright Documents Attached: Minutes of said meeting (including): RESOLUTION N0. 87.158 RESOLUTION AWARDING SALE, AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $600,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1987D 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 corporation 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 day of November, 1987. Patrick McGarvey Its City Clerk-Admini rator • i Councilmember Sindt introduced the following resolution and moved its adoption: RESOLUTION N0. 87.158 RESOLUTION AWARDING SALE, AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $600,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1987D BE IT .RESOLVED by the City Council of the City of .Lakeville, Minnesota, as follows: Section 1. Authorization. (a) This Council has heretofore determined to purchase various items of capital equipment and finance said purchase by the issuance of equipment certificates pursuant to Section 412.301 of the Minnesota Statutes. (b) Pursuant to authority contained in Minnesota Statutes, Section 475.60, subd. 2, the City has solicited bids for the purchase of said Certificates (which bids are summarized on the attached sheet), and the Council, having examined and considered all bids received, does hereby find and determine. that the most favorable bid received is that of Norwest Investment Services, Inc. , of Minneapolis Minnesota , and associates, to purchase the Certificates at a price of $594,000 plus accrued interest on all Certificates to the day of delivery and payment, on the further terms and conditions hereinafter set forth. (c) The sale of the Certificates is hereby awarded to said bidder, and the Mayor and City Clerk are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Certificates in accordance with the terms of said bid. The good faith check of the successful bidder shall be retained by the Finance Director. The good faith checks of other bidders shall be returned to them forthwith. Section 2. Certificate Terms; Registration; Execution and Delivery. .2.01. Maturities; Interest Rates.; Denominations; Payment. The Certificates shall be originally dated as of November 1, 1987, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1, without option of prior payment, in the respective years and .amounts stated below, and shall bear interest from date of issue until paid at the respective annual rates set forth opposite such years and amounts, as follows: • -2- .~?1NGSTED INCORPORATEC ?u~lic Finance Advisors 85 East Seventh Place, Suite 100 Saint Paul, Minnesota 55101.2143 612.•223.3000 `$600,000. CITY OF LAKEVILLE, MINPESOTA GENERAL (~L.IGATION EQUIPMENT CERTIFICATES. OF 1~BTEDNESS, SERIES 19$7D -AWARD: NORWEST fNVESTMENT SERVICES, INCORPORATED SALE October I9, 1987 Moady's Rating: A Interest Netlnterest Bidder Rates- Price Cost & Rate NORWEST INVESTMENT SERVICES, 5.75% 19$9 $594,000.00 $I 11,971.25 INCORPORATED 5.90% 1990 (6..3439%) 6.0090 I99I b .10% 1992 AMERICAN NATIONAL BANK SAINT 5.75% 1989 $594, 660.00 $ 112, 055.00 PAUL 5.90% 1990 (6.3487%) 6.00% 1991 6.20% 1992 PIPER, JAFFRAY & HOPWOOD 5.75% 1989 $594,900.00 $112,351.25 INCORPORATED 5.90% 1990 (6.3655%) 6. I0% 199'1 6.20% 1992 FIRST NATIONAL BANK OF 5.759io 1989 $594, 600.00 $ 113, 383.13 MINNEAPOLIS 6.00% 1990 (6.4239%) 6.10% 1991.. 6.25% 1992 MOORE, JURAN AND COMPANY., 5.80% 1989 $594,600.00 $113,445.63 INCORPORATED 6.00% 1990 {6.4275%) John G. Kinnard & Company Incorporated 6.1096 1991 6.25% 1992. CRONIN & COMPANY, INCORPORATED 5.50% 1989 $594, 000.00 $ I ! 3, 670.63 6.00% 1990 {6.4402°6) 6.109'0 1991 6.25% 1992 MILLER SECURITIES, INCORPORATED 5.809b 1989 $594,000.40 $I 14,045.63 DAIN BOSWORTH INCORPORATED 6.00% 1990 < (6.4615%) 6.10% 1991 6.25% 1992 These Certificates are being reoffered at por. ggl $,43 Average Maturity:. 2.94 Years Year Amount Rate 1989 $100,000 5.75 1990 160,000 5,90 1991 165,000 6.O.Q 1992 175,000 6..10 The Certificates shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Certificate, the principal amount thereof shall. be payable by check or draft issued by the Registrar described herein. 2.02. Dates.; Interest Payment Dates. Each Certificate shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Certificate has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Certificate shall be dated as of the date of authentication, or (ii) the date of authentication is prior to August 1, 1988, in which case such Certificate shall be dated as of November 1, 1987. The interest on the Certificates shall be payable on February 1 and August 1 in each year, commencing August 1, 1988, to the owner 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. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City 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 Certificates and the registration of transfers_ and exchanges of Certificates entitled to be registered, transferred or exchanged. (b) Transfer of Certificates. Upon surrender for transfer of any Certificate 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 Certificates of a like aggregate principal amount and -3- 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 Certificates. Whenever any Certificates are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Certificates of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Certificates surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Impro er or Unauthorized Transfer. When any Certificate is presented to the Registrar for transfer,. the .Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Certificate 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 City and the Registrar may treat the person in whose name any Certificate is at any time registered in the bond register as the absolute owner of such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Certificate and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so .paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Certificates,-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 Certificates. Tn case any Certificate shall become mutilated or be destroyed, stolen or lost, the Registrar _4_ shall deliver a new Certificate of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Certificate or in lieu of and in substitution for any such Certificate 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 Certificate destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that-such Certificate 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 City and the Registrar shall be named as obligees. All Certificates so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Certificate has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Certificate prior to payment. 2.04. Appointment of Initial Registrar. The City hereby appoints Marquette Bank Minneapolis, N.A. Minneapolis , Minnesota , as the initial Registrar. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract with said Registrar. 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 .City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Certificates in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.05. Execution, Authentication and Delivery. The Certificates shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk-Administrator, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signs ure or a facsimile of whose signature shall appear, on the Certificates shall cease to be such officer before the delivery of any Certificate, such signature or facsimile shall nevertheless be valid and sufficient for all purp6ses, the same as if he had remained in office until delivery. Notwithstand- ing such execution, no Certificate shall be valid or obligatory -5- for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentica- tion on such Certificate has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Certificates need not be signed by the same representative. The executed certificate of authentication on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Certificates have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the purchase price. 2.06. Form of Certificates. The Certificates shall be printed in substantially the following form: i -6- [Face of the Certificates} UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF LAKEVILLE GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1987D Date of Rate Maturity Original Issue CUSIP November 1, 1987 Registered Owner: Principal Amount: Dollars KNOW ALL PERSONS BY THESE PRESENTS that the City of Lakeville, a duly organized and existing municipal corporation of Dakota County, Minnesota (the City), 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, with interest thereon from the date hereof at the annual rate specified above, payable on February l and August 1 in each year, commencing August 1, 1988, to the person in .whose name this Certificate is registered at the close of business on the 15th 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, 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 and credit and taxing. powers of the City have been. and are hereby irrevocably pledged. -7- i Additional provisions of this Certificate are contained on the reverse hereof and such provisions shall for all purposes have the .same effect as though fully set forth in this place. This Certificate 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 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, Dakota County, Minnesota, by its City Council, has caused this Certificate to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk-Administrator and has caused this Certificate to be dated as of the date set forth below. Dated: CITY OF LAKEVILLE, MINNESOTA (facsimile ) Mayor (facsimile) City Clerk-Administrator CERTIFICATE OF AUTHENTICATION. This is one of the Certificates delivered pursuant to the Resolution mentioned within. By Authorized 'Representative [Reverse of the Certificates] ' This Certificate is one of an issue in the aggregate .principal amount of $600,000, all of like date and tenor, -8- except as to maturity date, interest rate and denomination, issued, pursuant to a resolution adopted by the City Council on November 2, 1987 (the Resolution), to finance. the 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.. The Certificates of this series are issuable only in fully registered form, in denominations of $5,000 or any multiple thereof, of single maturities. Certificates of this series have been designated as "Qualified Tax-Exempt Obligations" pursuant to Section 265 of the Internal Revenue Code of 1986. As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City 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 Certificates of other authorized denominations. Upon such transfer or exchange the City will cause a new. Certificate or Certificates 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 to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar 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 Certificate in order to make it a valid and. binding general obligation of the City 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 has levied ad valorem taxes on all taxable property in the City, which taxes will be collectible for the"years and in amounts sufficient to produce sums not less than 5$ in excess -9- of the. principal of and interest on the Certificates of this issue when due, and has appropriated such taxes to 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 City, without limitation as to rate or amount; and that the issuance of this Certificate does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Certificate, 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 Equipment Certificates of the City of Lakeville, Minnesota, which includes the within Certificate, dated as of the date of delivery of and payment for the Certificates. (Facsimile Signature) (Facsimile Signature) City Clerk-Administrator Mayor • 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 UNIF TRN MIN AGT Custodian 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 b6 used though not in the above list. -10- ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and all rights thereunder, and does hereby irrevocably constitute and appoint ~ attorney to transfer the said Certificate on the books kept for registration of the .within .Certificate, 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 enlargement 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 Registrar will not effect transfer of this Certificate unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Certificate is held by joint account) Please insert social security or other identifying number of assignee -11- Section 3. Series 1987D Equipment Certificate Sinking Fund. The Certificates to be issued shall be payable from a separate Series 1987D Equipment Certificate Sinking Fund of the City, which Sinking Fund. the City agrees to maintain until said Certificates have been paid in full. If the money in said Sinking Fund should at any time be insufficient to pay principal and interest due on the Certificates, such amounts shall be paid from other moneys on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in said Sinking Fund. Into said Sinking Fund shall be paid all Certificate proceeds received from the purchaser in excess of $594,000, all taxes collected pursuant to Section 4 hereof, and any excess Certificate proceeds remaining after acquisition of the equipment is completed.. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on said Certificates as such payments respectively become due, the full faith, ,credit and ,unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts not less than 5$ in excess of the amounts needed to meet when due the principal and interest payments on the Certificates, ad valorem taxes are hereby levied on all taxable property in the City, said taxes to be levied and collected in the following years and amounts: Levy Collection Year Year Amount 1987 _ 1988 150,000 1988 1989 201,458 1989 1990 194,854 1990 1991 194959 Said taxes shall be irrepealable as long as any of the Certificates are outstanding and unpaid, provided that the City reserves the right and power to reduce said levies in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 5. Rebate to the United States. 5.01. The "Rebate Amount" is an amount equal to the sum of (1) the excess of: (i) the aggregate amount earned from the date of issue of the Certificates on all Nonpurpose -12- • Obligations in which Gross Proceeds of the Certificates are invested (other than amounts attributable to the excess described in this clause) over, (ii) the amount that would have been earned if the yield on such Nonpurpose Obligations-had been equal to the yield (determined on the basis of the issue price) on the Certificates plus (2) any income attributable to the excess described in Section 5.01(1) above (whethex or not such income exceeds the yield on the Certificates). 5.02. For purposes of determining the aggregate amount earned on a Nonpurpose Obligation, any gain or loss on the disposition of a Nonpurpose Obligation shall be taken into account. In addition, if any Nonpurpose Obligation is retained after retirement of the Certificates, any unrealized gain or loss as of the date of retirement of the Certificates must be taken into account in calculating the aggregate amount earned on a Nonpurpose Obligation. 5.03. For purposes of determining the aggregate • amount earned on a Nonpurpose. Obligation in determining the Rebate Amount, any amount earned on the Sinking Fund established in Section 3 of this resolution shall not be taken into account if gross earnings on such fund for any Bond Year are less than $100,000. 5.04. At least once a year beginning on the date of issue of the Certificates and ending upon retirement of the last Certificates, the Finance Director will cause to be made a determination of the Rebate Amount. The .first determination of the Rebate Amount shall be made on the date which is one year after the date of issue of the Certificates. The determination of the Rebate Amount for each succeeding year shall be made on the date which is one year after the date of the previous determination of the Rebate Amount. The determination of the Rebate Amount made each year shall. be computed for the period beginning on the date of issue of the Certificates to the date on which the determination of the Rebate. Amount is made. 5.05. Records of the determinations of the Rebate Amount shall be retained by the Finance Director until 6 years after the retirement of the Certificates. 5.06. Within 30 days after the date upon which the last Certificates are paid (i.e. by March 28, 1992), the • -13- Finance Director, acting on behalf of the City, shall make a payment in an amount equal to the Rebate Amount. 5.07. The payment of the Rebate Amount shall be required by Section 5.06: (i) filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255; (ii) accompanied by a copy of the Form 8038-G, filed. with respect to the Certificates; (iii) accompanied by a statement summarizing the determination of the Rebate Amount. 5.08. Each payment of the Rebate Amount shall be made from available funds of the City. 5.09. To insure full compliance with the above provisions, the City agrees not to make a "prohibited payment". A "prohibited payment" is a payment, or an agreement to pay, to a party other than the United States, an amount that is required to be paid to the United States by entering into a transaction that reduces the amount described in 5.01 above. 5.10. The City will comply with all Regulations and . Rulings issued pursuant to Section 148 of the Code relating to the calculation and payment of the Rebate Amount and, in the event of a conflict with the foregoing provisions of this. Section 5, the provisions of said Regulations and Rulings shall be controlling. Section 6. Defeasance. When all of the Certificates have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Certificates shall cease.. The City may discharge its obligations. with respect to any Certificates which are due on any date by depositing with the 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 Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Certificates called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, i~ any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time • -14- 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 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, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 7. Registration of Certificates. 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 shall require, and to obtain from said County Auditor a certificate that the Certificates have been duly entered upon the bond register and the tax required by law has been levied. Section 8. Authentication of Transcript. The. officers of the City and-said County Auditor of Dakota County are hereby authorized and directed to prepare and furnish to the purchasers of the Certificates, and to the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Certificates and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Certificates, 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 City as to the correctness of all statements contained therein. Section 9. Tax Covenant. (a) The City covenants and agrees with the holders from time to time of the Certificates 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 Certificates to become subject to taxation under the United States Internal. Revenue Code of 1986 (the Code} and regulations issued thereunder, 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. The City represents and covenants that the capital equipment financed by the Certificates will be owned by the City and used in its municipal operations. The City will not enter into any lease or other agreement respecting the equipment which would cause the Certificates to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. -15- • (b) The Mayor and the City Clerk being the officers of the City charged with the responsibility for issuing the Certificates pursuant to this resolution, are authorized and directed to execute and deliver. to the purchaser a certfica- tion in order to satisfy the provisions of Section 148 of the Code and .the regulations promulgated thereunder. Section 10. Qualified Tax-Exempt Obligations. In order to enhance the marketability of the Certificates., and since the City does not reasonably expect to issue in excess of $10,000,000 of governmental and qualified 501(c)(3) bonds during calendar year 1987, the Certificates are hereby designated by the City as "Qualified Tax-Exempt Obligations" for the purposes of Section 265 of the. Code. Passed: November 2, 1987 Approved: Mayor Attest: Clerk-Administrator The motion for the adoption of the foregoing resolution .was duly seconded by Councilmember Harvey and upon vote being taken thereon, the following voted in favor thereof: All Members and the folowing voted against the same: None whereupon said resolution was declared duly passed and adopted. -16-