Loading...
HomeMy WebLinkAbout5.b. G.O. Certification of Indebtedness Series 1991C - Accept Bids and Award SaleEXECUTIVE SUMMARY FOR ACTION CITYCOUNCILMEETING DATE: November 19, 1991 AGENDA ITEM:G.O. Certificates of Indebtedness AGENDA SECTION: Series 1991C - Accept Bids and Award Sale Old Business PREPARED BY: AGENDMEA 5 Jeff May, Finance Director ATTACHMENTS: APP VE BY Draft Resolution At 12:00 P.M., Tuesday, November 19, 1991, sealed bids for G.O. Equipment Certificates of Indebtedness, Series 1991C will be opened and the results tabulated at the offices of Springsted Inc. Dan O'Neil, from Springsted, will be present at the November 19, 1991 council meeting to give Springsted's recommendation for the issuance of these bonds and to answer any questions that you may have. You will receive a copy of the final resolution and other information regarding the bond sale at the meeting, November 19, 1991. The Official Statement for this issue is included with the G.O. Improvement Bonds, Series 1991B statement, which is in with the previous agenda item information. RECOMMENDED ACTION: Motion to adopt a RESOLUTION ACCEPTING BID ON SALE OF $210,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1991C AND PROVIDING FOR THEIR ISSUANCE. COUNCIL ACTION: EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ROSEMOUNT, MINNESOTA HELD: November 19, 1991 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Rosemount, Dakota County, Minnesota, was duly called and held at the City Hall in said City on Tuesday, the 19th day of November, 1991, at 7:30 P.M., for the purpose in part of opening and considering bids for, and awarding the sale of, $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991C of the City. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING OFFER ON SALE OF $210,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1991C PROVIDING FOR THEIR ISSUANCE, AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City") has heretofore determined and declared that it is necessary and expedient to issue $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991C of the City, pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to defray the expense of purchasing certain equipment for the City (the "Project"); and B. WHEREAS, each item of equipment to be financed by the Certificates has an expected useful life at least as long as the term of the Certificates; and C. WHEREAS, the principal amount of the Certificates does not exceed 0.25% of the market value of the City; and 24065 LAW OFFICES BRIGGS AND MORGAN PROFESSIONAL ASSOCIATION 2200 FIRST NATIONAL BANK BUILDINO SAINT PAUL, MINNESOTA 66101 TELEPHONE (918) 223 - 6600 FACSIMILE (612) 223-6460 MINNEAPOLIS OFFICE 2400 IDS CENTER WRITER'S DIRECT DIAL NUMBER MIMNEAPOLIS, MINNESOTA 66402 TELEPHONE 1(312) 334-8400. .FACSIMILE (618) 334-8860 { i $210,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1991C CITY OF ROSEMOUNT DAKOTA COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Rosemount, Dakota County, Minnesota (the "Issuer"), of its $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991C, bearing a date of original issue of December 1, 1991 (the "Certificates"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Certificates, and we express no opinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the 1-4 BRIGGS &iqn MORGAN conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our opinion that: (1) The proceedings show lawful authority for the issuance of the Certificates according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Certificates are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount provided that the enforceability (but not the validity) of the Certificates and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. (3) At the time of the issuance and delivery of the Certificates to the original purchaser, the interest on the Certificates is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and net taxable income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the purpose of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of theInternalRevenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Certificates in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and net taxable income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of 1-5 BRIGGS dxn MORGAN interest on the Certificates in gross income and net taxable income retroactive to the date of issuance of the Certificates. We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Certificates or arising with respect to ownership of the Certificates. Dated at Saint Paul, Minnesota, this day of December, 1991. Professional Association i^ D. WHEREAS, the City has retained Springsted Incorporated, an independent financial consultant, to negotiate the sale of the Certificates, and offers to purchase the Certificates were received, opened and recorded at 12:00 Noon of this same day at the office of Springsted Incorporated; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rosemount, Minnesota, as follows: 1. Acceptance of Offer. The offer of (the "Purchaser"), to purchase $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991C of the City (the "Certificates", or individually a "Certificate"), in accordance with the terms established for the Bonds at the rates of interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable offer received and is hereby accepted, and the Certificates are hereby awarded to said purchaser. The Administrator is directed to retain the deposit of said purchaser and to forthwith return to the others making offers their good faith checks or drafts. 2. Title;_Oricrinal Issue Date; Denominations; Maturities. The Certificates shall be titled "General Obligation Equipment Certificates of Indebtedness, Series 1991C11, shall be dated December 1, 1991, as the date of original issue and shall be issued forthwith on or after such date as fully registered certificates. The Certificates shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Certificates shall mature, without option of prepayment, on December 1 in the years and amounts as follows: Year Amount 1992 $40,000 1993 40,000 1994 40,000 1995 45,000 1996 45,000 3. impose. The Certificates shall provide funds to purchase certain capital equipment for the City as authorized by Minnesota Statutes, Section 412.301 (the "Project"). The total cost of the Project, 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. 24065 2 4. Interest. The Certificates shall bear interest payable semiannually on June rand December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 1992, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Year Rate 1992 $ 1993 1994 1995 1996 5. No Redemption. The Certificates shall not be subject to redemption and prepayment prior to their maturity. 6. Registrar. , in , Minnesota, is appointed to act as registrar and transfer agent with respect to the Certificates (the "Registrar"), and shall do so unless and until a successor Registrar is duly appointed, all pursuant to any contract the City and Registrar shall execute which is consistent herewith. The Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Certificates shall be paid to the registered holders (or record holders) of the Certificates in the manner set forth in the form of Certificate and paragraph 12 of this resolution. 7. Form of Certificate. The Certificates, together with the Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 24065 3 R - INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 19910 MATURITY DATE OF DATE ORIGINAL ISSUE December 1, 1991 DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Rosemount, 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"), com- mencing December 1, 1992, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Certificate will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Certificate are payable upon presentation and surrender hereof at the principal office of , in Minnesota (the "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") on the registration books of the Issuer maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the 24065 4 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 Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Holders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Certificate are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and -to be performed, precedent to and in the issuance of this Certificate, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Certificate, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Rosemount, Dakota County, Minnesota, by its City Council has caused this Certificate to be executed on its behalf by the facsimile signatures of its Mayor and its Administrator, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 24065 5 Date of Registration: Registrable by: Payable at: REGISTRAR'S CITY OF ROSEMOUNT, CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Certificate is one of the Certificates Isl Facsimile described in the Mayor Resolutionmentioned within. Isl Facsimile Administrator Registrar By Authorized Signature 24065 6 ON REVERSE OF CERTIFICATE No Redemption. The Certificates are not subject to redemption and prepayment prior to their maturity. Issuance: Purpose: General Obligation. This Certificate is one of an issue in the total principal amount of $210,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, which Certificate has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on November 19, 1991 (the "Resolution"), for the purpose of providing money to finance the purchase certain capital equipment for the Issuer. This Certificate is payable out of the General Obligation Equipment Certificates of Indebtedness, Series 1991C Fund of the Issuer. This Certificate constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest - when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange. Resolution. The Certificates are issuable solely as fully registered certificates in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Certificates of other authorized denominations in equal aggregate principal amounts at the principal office of the 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 Registrar. Copies of the Resolution are on file in the principal office of the Registrar. Transfer. This Certificate is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Registrar upon presentation and surrender hereof to the 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 Registrar. Thereupon the Issuer shall execute and the 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 24065 7 principal amount of this Certificate, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Certificate and any legal or unusual costs regarding transfers and lost Certificates. Treatment of Registered Owners. The Issuer and 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 Registrar shall be affected by notice to the contrary. Authentication. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. Oualified Tax -Exempt Obligation. This Certificate has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 24065 8 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 24065 9 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 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.) 24065 10 8. Execution: Temporary Certificates. The Certificates shall be executed on behalf of the City by the signatures of its Mayor and Administrator and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; and provided further that both of such signatures may be printed facsimiles and the corporate seal may be omitted on the Certificates as permitted by law. In the event of disability or resignation or other absence of either such officer, the Certificates may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. Incase either such officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer before the delivery of the Certificates, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive certificates, one or more typewritten temporary certificates in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary certificate. Such temporary certificates may be executed with photocopied facsimile signatures of the Mayor and Administrator. Such temporary certificates shall, upon the printing of the definitive certificates and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Certificate, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Registrar. Certificates of Authentication on different Certificates need not be signed by the same person. The 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 Registrar shall insert as a date of registration the date of original issue, which date is December 1, 1991. The Certificate of Authentication so executed on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer; Exchange. The City will cause to be kept at the principal office of the Registrar a register in which, subject to such reasonable regulations as the Registrar may prescribe, the Registrar shall provide for the 24065 11 registration of Certificates and the registration of transfers of Certificates entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Certificate at the principal office of the Registrar, the City shall execute (if necessary), and the Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Certificate may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Certificates may be exchanged for Certificates of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Certificates to be exchanged at the principal office of the Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute (if necessary), and the 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 canceled by the 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 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The 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 and any legal or unusual costs regarding transfers and _lost Certificates. 24065 12 Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Registrar, including regulations which permit the Registrar to close its transfer books between record dates and payment dates. The Administrator is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchange. Each Certificate delivered upon transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate. 12. Interest Payment; Record Date. Interest on any Certificate shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Certificate is registered (the "Holder") on the registration books of the City maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Registrar may treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Certificate and for all other purposes whatsoever whether or not such Certificate shall be overdue, and neither the City nor the Registrar shall be affected by notice to the contrary. 14. De 'verv; Application of Proceeds. The Certificates when so prepared and executed shall be delivered by the City Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Equipment Certificates of Indebtedness, Series 1991C Fund" (the "Fund") to 24065 13 be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Certificates and the interest thereon have been fully paid. There shall be maintained in the Fund two (2)- separate accounts, to be designated the "Capital Account" and "Debt Service Account", respectively. (i) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Certificates, less accrued interest received thereon, and less any amount paid for the Certificates in excess of $208,320. From the Capital Account there shall be paid all costs and expenses of the Project including all costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Certificates may also be used to the extent necessary to pay interest on the Certificates due prior to the anticipated date of commencement of the collection of taxes herein levied. (ii) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all accrued interest received upon delivery of the Certificates; (b) all funds paid for the Certificates in excess of $208,320; (c) any collections of all taxes herein or hereafter levied for the payment of the Certificates and interest thereon; (d) all funds remaining in the Capital Account after the payment of all costs of the Project; (e) all investment earnings on funds held in the Debt Service Account; and (f) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Certificates and any other general obligation certificates of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Certificates shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Certificates were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (53) of the proceeds of the Certificates or $100,000. To this. effect, any proceeds of the Certificates and any sums from time to time held in the Capital Account or Debt Service Account (or 24065 14 any other City account which will be used to pay principal or interest to become due on the certificates payable therefrom) in excess of amounts which under then -applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Certificates there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levy 1991 1992 1993 1994 Year of Tax Collection 1992 1993 1994 1995 The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Certificates, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Certificates. The tax levies shall be irrepealable so long as any of the Certificates are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 17. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Certificates, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Certificates and any other certificates payable therefrom, the deficiency shall be promptly paid out of any other funds of the 24065 15 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. 18. Certificate of Recristration. The Administrator is hereby directed to file a certified copy of this resolution with the County Auditor of Dakota County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Certificates have been entered in the County Auditor's Register, and that the tax levy required by law has been made. 19. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Certificates, certified copies of all proceedings and records of the City relating to the Certificates and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Certificates as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 20. Negative Covenant as to Use of Proceeds and Project. The City hereby covenants not to use the proceeds of the Certificates or the equipment financed thereby, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the equipment, in such a manner as to cause the Certificates to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 21. Tax -Exempt Status of the Certificates; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Certificates, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Certificates, and (3) the rebate of excess investment earnings to the United States if the Certificates (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small -issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units 24065 16 issuing $5,000,000 or less of certificates, the City -hereby finds, determines and declares that (1) the Certificates are issued by a governmental unit with general taxing powers, (2) no Certificate is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the Certificates are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Certificates are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 22. Designation of Qualified Tax -Exempt Obligations. In order to qualify the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Certificates are issued after August 7, 1986; (b) the Certificates are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Certificates as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code. (d) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 1991 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the City during this calendar year 1991 have been designated for purposes of Section 265(b)(3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 24065 17 23. Defeasance. When all Certificates have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Certificates shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Certificates which are due on any date by irrevocably depositing with the 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 to the date of such deposit. The City may also at any time discharge its obligations with respect to any Certificates, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become" due thereon to maturity. 24. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 25. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 24065 18 G - STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF ROSEMOUNT I, the undersigned, being the duly qualified and acting Administrator of the City of Rosemount, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to opening and considering bids for authorizing the issuance of, and awarding the sale of, $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991C of said City. 24065 WITNESS my hand this day of , 1991. 19 Administrator PROPOSAL TO: Mr. Stephan Jilk, City Administrator SALE DATE: November 19, 1991 Rosemount City Hall 2875145th Street West Rosemount, MN 55068 (612) 423-4411 RE: $210,000 General Obligation Equipment Certificates of Indebtedness, Series 1991 G For the Certificates of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $ (Note: This amount may not be less than $208,320) and accrued interest to the date of delivery. %1992 % 1994 %1996 %1993 %1995 In making this Offer we accept all of the terms and conditions of the Terms of Proposal published in the Official Statement dated November 5, 1991. In the event of failure to deliver these Certificates in accordance with the Terms of Proposal as printed in the Official Statement and made a part hereof, we reserve the right to withdraw our Offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this Offer are intentional and are not to be construed as an omission. Not as a part of our. Offer, the above quoted prices being controlling, but only as an aid for the verification of the Offer, we have made the following computations: NET INTEREST COST: $ NET EFFECTIVE RATE: % Account Members Account Manager BY: ........ ..... The foregoing Offer is hereby accepted by the Issuer on the date of the Offer by its following officers duly authorized and empowered to make such acceptance. Clerk Mayor SURE-BID Good Faith Check Submitted PROPOSAL TO: Mr. Stephan Jilk, City Administrator SALE DATE: November 19, 1991 Rosemount City Hall 2875145th Street West Rosemount, MN 55068 (612) 423-4411 RE: $265,000 General Obligation Improvement Bonds, Series 1991 B For the Bonds of this Issue which shall mature and bear interest at the respective annual rates, as follow, we offer a price of $ (Note: This amount may not be less than $261,555) and accrued interest to the date of delivery. %1994 %1998 %2001 %1995 __%1999 %2002 %1996 %2000 %2003 %1997 , In making this Offer we accept all of the terms and conditions of the Terms of Proposal published in the Official Statement dated November 5, 1991. In the event of failure to deliver these Bonds in accordance with the Terms of Proposal as printed in the Official Statement and made a part hereof, we reserve the right to withdraw our Offer, whereupon the deposit accompanying it will be immediately returned. All blank spaces of this Offer are intentional and are not to be construed as an omission. Not as a part of our Offer, the above quoted prices being controlling, but only as an aid for the verification of the Offer, we have made the following computations: NET INTEREST COST: $ NET EFFECTIVE RATE: % Account Members Account Manager BY: The foregoing Offer is hereby accepted by "the Issuer"on .the date of the Offer by *its "following officers duly authorized and empowered to make such acceptance. Clerk Mayor SURE-BID Good Faith Check Submitted