HomeMy WebLinkAboutResolution - 91-194 - Sale of $1,900,000 Certificates - 08/20/1991 CERTIFICATION OF MINUTES RELATING TO
$1, 900, 000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 1991A
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held
Tuesday, August 20, 1991, at 7 :30 o'clock P.M. , at the City Hall.
Members present : Richard Anderson, H. Martin Jessen, Jean Harris,
Patricia Pidcock and Mayor Douglas Tenpas
Members absent: None
Documents Attached:
Minutes of said meeting (including) :
RESOLUTION NO. 91-194
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $1, 900, 000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS, SERIES 1991A
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 20th day of August, 1991.
F' nce Director/Clerk
The Finance Director/Clerk presented to the City Council '
affidavits showing publication in the official newspaper and in
the Northwestern Financial Review of a Notice of Sale of
$1, 900, 000 General Obligation Equipment Certificates of
Indebtedness, Series 1991A, of the City, for which bids were to be
considered at this meeting in accordance with the resolution
adopted by the City Council on July 30, 1991 . The affidavits were
examined and found satisfactory and directed to be placed on file
in the office of the Finance Director/Clerk.
The Finance Director/Clerk reported that 2 sealed
bids had been received at or prior to the time stated in the
Notice of Sale, and the bids having been opened, publicly read and
considered, were all found to conform to the Notice of Sale and
• the Official Notice of Sale and the highest and best bid of each
bidder was found to be as follows:
(See next page)
r SPRINGSTED
PUBLIC FINANCE ADVISORS
16655 West Bluemound Road 85 East Seventh Place 6800 College Boulevard
Suite 290 Suite 100 Suite 600
Brookfield,WI 53005-5935 Saint Paul,MN 55101-2143 Overland Park,KS 66211-1533
(414)782-8222 (612) 223-3000 (913)345-8062
Fax:(414)782-2904 Fax:(612)223-3002 Fax:(913)345-1770
2739 Second Avenue S.E. 222 South Ninth Street
Cedar Rapids, IA 52403-1434 Suite 2825
(319) 363-2221 Minneapolis,MN 55402-3368
Fax:(319)363-6999 (612)333-2363
$1,900,000
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1991A
AWARD: NORWEST INVESTMENT SERVICES, INCORPORATED
JURAN & MOODY, INCORPORATED
MERRILL LYNCH CAPITAL MARKETS
And Associates
- In Association With -
PIPER, JAFFRAY& HOPWOOD, INCORPORATED
FBS INVESTMENT SERVICES, INC.
And Associates
- In Association With-
DAIN BOSWORTH INCORPORATED
And Associates
SALE: August 20, 1991 Moody's Rating: Al
Interest True Interest
Bidder Rates Price Cost& Rate
NORWEST INVESTMENT SERVICES, 4.70% 1992 $1,886,700.00 $300,787.50
INCORPORATED 4.90% 1993 (5.5767%)
JURAN & MOODY, INCORPORATED 5.10% 1994
MERRILL LYNCH CAPITAL MARKETS 5.30% 1995
American National Bank Saint Paul 5.50% 1996
Miller & Schroeder Financial, Inc.
Dougherty, Dawkins, Strand & Bigelow,
Incorporated
Moore, Juran and Company,
Incorporated
Peterson Financial Corporation
- In Association With -
PIPER, JAFFRAY& HOPWOOD,
INCORPORATED
FBS INVESTMENT SERVICES, INC.
Robert W. Baird & Company, Incorporated
Craig-Hallum, Incorporated
Marquette Bank Minneapolis, N.A.
- In Association With -
DAIN BOSWORTH INCORPORATED
lller, Johnson & Kuehn, Inc.
.,ronin & Company, Incorporated
(Continued)
Interest True Interest
Bidder Rates Price Cost& Rate
PRUDENTIAL SECURITIES, INC. 4.70% 1992 $1,886,700.00 $306,131.25
DEAN WITTER REYNOLDS 5.00% 1993 (5.6757%*
INCORPORATED 5.20% 1994
LEHMAN BROTHERS 5.40% 1995
BEAR, STEARNS & CO., INC. 5.60% 1996
A. G. EDWARDS & SONS,
INCORPORATED -
OPPENHEIMER & CO., INC.
These Certificates are being reoffered at par.
BBI: 6.88
Average Maturity: 2.85 Years
•
Councilperson Jessen introduced the following
resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1, 900, 000 GENERAL OBLIGATION
EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES
1991A
BE IT RESOLVED by the City Council of the City of Eden
Prairie, Minnesota (the Issuer) , as follows:
Section 1. Authorization and Sale.
(a) This Council, by its Resolution No. 91-174 adopted
on July 30, 1991, authorized the issuance and public sale of
$1, 900, 000 General Obligation Equipment Certificates of
Indebtedness, Series 1991A (the Obligations) of the Issuer to
finance the costs of acquiring certain items of capital equipment
as described in Resolution No. 91-174 .
(b) Notice of Sale has been duly published. Pursuant
to the Official Terms of Offering and the Notice of Sale, 2
• sealed bids for the purchase of the Obligations were received at
or before the time specified for receipt of bids. The bids have
been opened, publicly read and considered and the purchase price,
interest rates and net interest cost under the terms of each bid
have been determined. The most favorable bid received is that of
Norwest Investment Services, Inc. of Minneapolis
and associates (the Purchaser) , to purchase the Obligations at a
price of $ 1,886,700. 00 plus accrued interest on all Obligations
to the day of delivery and payment, on the further terms and
conditions hereinafter set forth.
(c) The sale of the Obligations is hereby awarded to
the Purchaser and the Mayor and the Manager are hereby
authorized and directed to execute a contract on behalf of the
Issuer for the sale of the Obligations in accordance with the
terms of the bid. The good faith deposit of the Purchaser shall
be retained by the Issuer until the Obligations have been
delivered. The good faith checks of other bidders shall be
returned to them forthwith.
Section 2 . Bond Terms: Registration: Execution and
Delivery.
2.01. Issuance of Obligations . All acts, conditions
and things which are required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the
Obligations having been done, now existing, having happened and
having been performed, it is now necessary for the City Council to
• establish the form and terms of the Obligations; to provide
security therefor and to issue the Obligations forthwith.
2 .02 . Dates, Maturities; Interest Ra • Denominations
and Payment . The Obligations shall be originally dated as of
September 1, 1991, shall be in denominations of $5,000 or any
integral multiple thereof, of single maturities, shall mature on
February 1 in the years and amounts stated below, without option
of prior payment, and shall bear interest from date of original
issue until paid at the annual rates set forth opposite such years
and amounts, as follows:
Year Amount Interest Rate
1992 $175,000 4670%
1993 350,000 4.90
1994 375,000 5.10
1995 475,000 5.30
1996 525, 000 5.50
The Obligations shall be issuable only in fully registered form.
The interest thereon and, upon surrender of each Obligation at the
principal office of the Registrar described herein, the principal
amount thereof, shall be payable by check or draft issued by the
Registrar described herein. The Registrar shall, upon the initial
issuance and delivery of the Obligations and any subsequent
transfer, exchange or substitution of Obligations, note thereon
the date of authentication and delivery thereof.
2.03. Interest Payment Dates. The interest on the
Obligations shall be payable on February 1 and August 1 in each
year, commencing February 1, 1992, 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.
2.04 . $edemntion. The Obligations shall not be subject
to prepayment prior to their stated maturities .
2.05. Appointment of Initial Registrar. The Issuer
hereby appoints Norwest Bank Minnesota, National Association
as the initial bond registrar, transfer agent and paying agent
(the Registrar) for the Obligations. The Mayor and Finance
Director/Clerk are authorized to execute and deliver, on behalf of
the Issuer, a contract with the 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 Issuer agrees to pay the
reasonable and customary charges of the Registrar for the services
. performed. The Issuer reserves the right to remove the Registrar
upon thirty days' notice and upon the appointment of a successor
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Registrar, in which event the predecessor Registrar shall deliver-
all cash and Obligations in its possession to the successor
Registrar and shall deliver the bond register to the successor
Registrar.
2 .06. Registration. The effect of registration and the
rights and duties of the Issuer and the Registrar with respect
thereto shall be as follows :
(a) Register. The Registrar shall keep at its
principal corporate trust office a bond register in which the
Registrar shall provide for the registration of ownership of
Obligations and the registration of transfers and exchanges
of Obligations entitled to be registered, transferred or
exchanged.
(b) Transfer of Obligations. Upon surrender for
transfer of any Obligation duly endorsed by the registered
owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the
Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new
Obligations of a like aggregate principal amount and
maturity, as requested by the transferor. The Registrar may,
however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Obligations. Whenever any
Obligations are surrendered by the registered owner for
exchange the Registrar shall authenticate and deliver one or
more new Obligations of a like aggregate principal amount and
maturity, as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. All Obligations surrendered upon
any transfer or exchange shall be promptly cancelled by the
Registrar and thereafter disposed of as directed by the
Issuer.
(e) Improper or Unauthorized Transfer. When any
Obligation is presented to the Registrar for transfer, the
Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Obligation or separate
instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar
shall incur no liability for the refusal, in good faith, to
make transfers which it, .in its judgment, deems improper or
unauthorized.
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• (f) Persons Deemed Owners. The Issuer and the
Registrar may treat the person in whose name any Obligation
is at any time registered in the bond register as the
absolute owner of the Obligation, whether the Obligation
shall be overdue or not, for the purpose of receiving payment
of or on account of, the principal of and interest on the
Obligation and for all other purposes; and all payments made
to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability
upon Obligation to the extent of the sum or sums so paid.
(g) Taxes,. Fees and Charges. For every transfer or
exchange of Obligations (except for an exchange upon a
partial redemption of an Obligation) , the Registrar may
impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed
Obligations . In case any Obligation shall become mutilated
or be destroyed, stolen or lost, the Registrar shall deliver
a new Obligation of like amount, number, maturity date and
tenor in exchange and substitution for and upon cancellation
of any such mutilated Obligation or in lieu of and in
• substitution for any Obligation destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of
the Registrar in connection therewith; and, in the case of a
Obligation destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Obligation
was destroyed, stolen or lost, and of the ownership thereof,
and upon furnishing to the Registrar of an appropriate bond
or indemnity in form, substance and amount satisfactory to
it, in which both the Issuer and the Registrar shall be named
as obligees. All Obligations so surrendered to the Registrar
shall be cancelled by it and evidence of such cancellation
shall be given to the Issuer. If the mutilated, destroyed,
stolen or lost Obligation has already matured or been called
for redemption in accordance with its terms it shall not be
necessary to issue a new Obligation prior to payment.
(i) Authenticating Agent. The Registrar is hereby
designated authenticating agent for the Obligations, within
the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07 . Execution, Authentication and Delivery. The
Obligations shall be prepared under the direction of the Finance
Director/Clerk and shall be executed on behalf of the Issuer by
the signatures of the Mayor and the Manager, provided that the
. signatures may be printed, engraved or lithographed facsimiles of
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• the originals . In case any officer whose signature or a facsimile
of whose signature shall appear on the Obligations shall cease to
be such officer before the delivery of any Obligation, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he had remained in office until
delivery. Notwithstanding such execution, no Obligation shall be
valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of
authentication on the Obligation has been duly executed by the
manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Obligations need not
be signed by the same representative. The executed certificate of
authentication on each Obligation shall be conclusive evidence
that it has been authenticated and delivered under this
Resolution. When the Obligations have been prepared, executed and
authenticated, the Finance Director/Clerk shall deliver them to
the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase
price.
2 .08. Form of Obligations . The Obligations shall be
prepared in substantially the following form:
•
•
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(Face of the Obligations]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1991A
Interest Maturity Date of
Rate Date Original Issue CUSIP
September 1, 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, COUNTY OF HENNEPIN, MINNESOTA
(the Issuer) , a duly organized and existing municipal corporation,
acknowledges itself to be indebted and for value received hereby
• promises to pay to the registered owner specified above, or
registered assigns, the principal sum specified above on the
maturity date specified above, without option of prior payment,
and to pay interest thereon from the date of original issue
specified above, or from the most recent date to which interest
has been paid or duly provided for, at the annual rate specified
above, payable on February 1 and August 1 in each year, commencing
February 1, 1992, to the person in whose name this Obligation is
registered at the close of business on the fifteenth day (whether
or not a business day) of the immediately preceding month. The
interest hereon and, upon presentation and surrender hereof, the
principal hereof are payable in lawful money of the United States
of America by check or draft by ,
in as Registrar and Paying Agent (the
Registrar) , or its designated successor under the Resolution
described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the
full faith, credit and taxing powers of the Issuer have been and
are hereby irrevocably pledged.
Additional provisions of this Obligation are contained on
the reverse hereof and such provisions shall for all purposes have
the same effect as though fully set forth hereon.
This Obligation shall not be valid or become obligatory
• for any purpose or be entitled to any security or benefit under
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• - 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 Eden Prairie, County of
Hennepin, Minnesota, by its City Council, has caused this
Obligation to be executed on its behalf by the printed facsimile
signatures of its Mayor and Manager.
Date of Authentication:
CITY OF EDEN PRAIRIE, MINNESOTA
(facsimile) (facsimile)
Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the
Resolution mentioned within.
• as Registrar
By
Authorized Representative
[Reverse of the Obligations]
This Obligation is one of an issue in the aggregate
principal amount of $1, 900, 000, issued pursuant to a resolution
adopted by the City Council on August 20, 1991 (the Resolution) ,
to finance the costs of acquisition of capital equipment, and is
issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Section 412 .301 and Chapter 475. The
Obligations are issuable only in fully registered form, in
denominations of $5,000 or any integral multiple thereof, of
single maturities.
As provided in the Resolution and subject to certain
limitations set forth therein, this Obligation is transferable
upon the books of the Issuer at the principal office of the
Registrar, by the registered owner hereof in person or by the
owner's attorney duly authorized in writing upon surrender hereof
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together with a written instrument of transfer satisfactory to the
Registrar, duly executed by the registered owner or the owner's
attorney; and may also be surrendered in exchange for Obligations
of other authorized denominations . Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations to be issued
in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax,
fee or governmental charge required to be paid with respect to
such transfer or exchange.
The Issuer and the Registrar may deem and treat the
person in whose name this Obligation is registered as the absolute
owner hereof, whether this Obligation is overdue or not, for the
purpose of receiving payment and for all other purposes, and
neither the Issuer nor the 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
Obligation in order to make it a valid and binding general
obligation of the Issuer in accordance with its terms, have been
done, do exist, have happened and have been performed as so
required; that, prior to the issuance hereof the City Council has
• levied ad valorem taxes on all taxable property in the Issuer,
which taxes will .be collectible for the years and in amounts
sufficient to produce sums not less than five percent in excess of
the principal of and interest on the Obligations when due, and has
appropriated such taxes to the Debt Service Fund for the payment
of such principal and interest; that if necessary for payment of
such principal and interest, additional ad valorem taxes are
required to be levied upon all taxable property in the Issuer,
without limitation as to rate or amount; and that the issuance of
this Obligation, together with all other indebtedness of the
Issuer outstanding on the date hereof and on the date of its
actual issuance and delivery, does not cause the indebtedness of
the Issuer to exceed any constitutional or statutory limitation of
indebtedness.
Form of certificate to be printed on the reverse side of each
Obligation, following a full copy of the legal opinion:
We certify that the above is a full, true and correct
copy of the legal opinion rendered by Bond Counsel on the issue of
Obligations of the City of Eden Prairie, Hennepin County,
Minnesota, which includes the within Obligation, dated as of the
date of original delivery of and payment for the Obligations.
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(Facsimile Signature) (Facsimile Signature)
Manager Mayor
The following abbreviations, when used in the inscription on the
face of this Obligation, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM -- as tenants UTMA as Custodian for
in common (Cust) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Transfers
to Minors
JT TEN --as joint tenants
with right of Act . . . . . . . . . . . . . . . . .
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used though not in
the above list .
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto the
within Obligation and all rights thereunder, and does hereby
irrevocably constitute and appoint
attorney to transfer the said Obligation on the books kept for
registration of the within Obligation, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature
to this assignment must correspond
with the name as it appears upon
the face of the within Bond in
every particular, without
alteration or enlargement or any
change whatsoever.
Signature Guaranteed:
Signature (s) must be guaranteed by a commercial bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges .
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
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Section 3. Debt Service Fund. There is hereby
established on the official books and records of the Issuer a
General Obligation Equipment Certificates of Indebtedness, Series
1991A Sinking Fund (the Debt Service Fund) , and so long as any of
the Obligations are outstanding and any principal of or interest
thereon unpaid, the Finance Director/Clerk shall continue to
maintain the Debt Service Fund, and the principal of and interest
on the Obligations shall be payable therefrom. The Issuer
irrevocably appropriates to the Debt Service Fund (a) any amount
in excess of $1, 885,750 received from the Purchaser; (b)
capitalized interest in the amount of $ -0- ; (c) all taxes
levied and collected in accordance with this Resolution; and (d)
all other moneys as shall be appropriated by the City Council to
the Debt Service Fund from time to time. If the balance in the
Debt Service Fund is at any time insufficient to pay all interest
and principal then due on all Obligations payable therefrom, the
payment shall be made from any fund of the Issuer which is
available for that purpose, subject to reimbursement from the Debt
Service Fund when the balance therein is sufficient, and the City
Council covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency, which levy is not subject
to any constitutional or statutory limitation.
Section 4 . Levy of Ad Valorem Taxes . For the prompt
and full payment of the principal of and interest on the
• Obligations as such payments respectively become due, the full
faith, credit and unlimited taxing powers of the Issuer shall be
and are hereby irrevocably pledged. In order to produce aggregate
amounts not less than 5% in excess of the amount needed to meet
when due the principal and interest payments on the Obligations,
ad valorem taxes are hereby levied on all taxable property in the
Issuer. The taxes are to be levied and collected in the following
years and amounts:
Levy Collection
Year Year Amount
1991 1992 $462,342
1992 1993 470,584
1993 1994 555,503
1994 1995 581,569
The taxes shall be irrepealable as long as any of the Obligations
are outstanding and unpaid, provided that the Issuer reserves the
right and power to reduce the tax levies in accordance with the
provisions of Minnesota Statutes, Section 475 . 61.
Section 5 . Defeasance. When all of the Obligations
have been discharged as provided in this section, all pledges,
covenants and other rights granted by this Resolution to the
holders of the Obligations shall cease. The Issuer may discharge
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its obligations with respect to any Obligations which are due on-
any date by depositing with the Registrar on or before that date a
sum sufficient for the payment thereof in full; or, if any
Obligation should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued from the due
date to the date of such deposit . The Issuer may also at any time
discharge its obligations with respect to any Obligations, subject
to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with
a bank qualified by law as an escrow agent for this purpose, cash
or securities which are authorized by law to be so deposited,
bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall
be required to pay all principal, interest and redemption premiums
to become due thereon to maturity or earlier designated redemption
date.
Section 6. Registration of Obligations . The Finance
Director/Clerk is hereby authorized and directed to file a
certified copy of this Resolution with the County Auditor of
Hennepin County, together with such additional information as the
Auditor may require, and to obtain from the Auditor a certificate
that the Obligations have been duly entered upon the Auditor's
bond register and the taxes required by law for the payment of the
• Obligations have been levied.
Section 7 . Authentication of Trangnrip. The officers
of the Issuer and the Auditor are hereby authorized and directed
to prepare and furnish to the Purchaser and to Dorsey & Whitney,
Bond Counsel, certified copies of all proceedings and records
relating to the Obligations and such other affidavits,
certificates and information as may be required to show the facts
relating to the legality and marketability of the Obligations, as
the same appear from the books and records in their custody and
control or as otherwise known to them, and all such certified
copies, affidavits and certificates, including any heretofore
furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 8. Official Statement . The Official Statement
relating to the Obligations, dated August 8, 1991, prepared and
delivered on behalf of the Issuer by Springsted Incorporated, is
hereby approved, and the officers of the Issuer are hereby
authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency
thereof.
Section 9. Tax Matters:
9.01. Covenant . The Issuer covenants and agrees with
the registered owners from time to time of the Obligations that it
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• will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest on
the Obligations to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the Code) , and applicable
Treasury Regulations (the Regulations) , and covenants to take any
and all actions within its powers to ensure that the interest on
the Obligations will not become subject to taxation under the Code
and the Regulations . The Issuer will cause to be filed with the
Secretary of Treasury an information reporting statement in the
form and at the time prescribed by the Code.
9.02 . Arbitrage Certification. The Mayor and Finance
Director/Clerk, being the officers of the Obligations charged with
the responsibility for issuing the Issuer pursuant to this
resolution, are authorized and directed to execute and deliver to
the Purchaser a certificate in accordance with the provisions of
Section 148 of the Code, and Sections 1.103-13, 1 .103-14 and
1 .103-15 of the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of
the Obligations which make it reasonable to expect that the
proceeds of the Obligations will not be used in a manner that
would cause the Obligations to be arbitrage bonds within the
meaning of the Code and Regulations.
9.03 . Rebate to the United States . The Issuer
• acknowledges that the Obligations are subject to the rebate
requirements of Section 148 (f) of the Code. The Issuer covenants
and agrees to retain such records, make such determinations, file
such reports and documents and pay such amounts at such times as
are required under Section 148 (f) and applicable Regulations to
preserve the exclusion of interest on the Obligations from gross
income for federal income tax purposes, unless the Obligations
qualify for the exception from the rebate requirement under
Section 148 (f) (4) (C) of the Code and no "gross proceeds" of the
Obligations (other than amounts constituting a "bona fide debt
service fund") arise during or after the expenditure of the
original proceeds thereof. In furtherance of the foregoing, the
Finance Director/Clerk is hereby authorized and directed to
execute a Rebate Certificate, substantially in the form of the
Rebate Certificate currently on file in his office, and the Issuer
hereby covenants and agrees to observe and perform the covenants
and agreements contained therein, unless amended or terminated in
accordance with the provisions thereof.
& (60
Dou I
las B. Tenpas, M yor
Attest•
•Joh e, Finance Director/Clerk
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The motion for the adoption of the -foregoing resolution
was duly seconded by Councilperson Pidcock and, upon
vote being taken thereon, the following voted in favor thereof:
Richard Anderson, H. Martin Jessen, Jean Harris, Patricia Pidcock
and Mayor Douglas Tenpas
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
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