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
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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
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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
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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.
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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:
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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
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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.
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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
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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
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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.
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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.
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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.)
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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