HomeMy WebLinkAbout93-03
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
PRIOR LAKE, MINNESOTA
HELD: January 19, 1993
Pursuant to due call and notice thereof, a special
meeting of the City Council of the City of Prior Lake, Scott
County, Minnesota, was duly called and held at the City Hall in
said Cit~ on Tuesday, the 19th day of January, 1993, at 7:30
o'clock _.M., for the purpose of authorizing the issuance of, and
awarding the sale of, $500,000 General Obligation Equipment
Certificates of 1993 of the city.
The f,ollowing members were present: Mayor Andren and
Counc;lmembers Fitzgerald, Kedrowski, Scott and White
and the following were absent : All members present
Member Ked rO\'iS k;
resolution and moved its adoption:
Resolution Number 93- 03
introduced the followinq
RESOLUTION PROVIDING FOR THE ISSUANCE AND
SALE OF $500,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF 1993, AND LEVYING A
TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior
Lake, Minnesota (the "City"), has heretofore determined and
declared that it is necessary and expedient to issue $500,000
General Obligation Equipment certificates of 1993 of the City,
pursuant to Minnesota Statutes, Chapter 475 and Minnesota
Statutes, section 412.301, to finance the acquisition of various
capital equipment for the City (the "Equipment"); and
B. WHEREAS, the Equipment has an expected useful life
at least as long as the final maturity of the certificates; and
C. WHEREAS, the amount of the certificates to be
issued, together with the General Obligation Equipment
Certificates of 1991, dated March 1, 1991, does not exceed one
quarter of one percent (0.25%) of the market value of the taxable
property in the City; and
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D. WHEREAS, the certificates are being sold pursuant
to a private sale as permitted by Minnesota statutes, Sections
412.301 and 475.60, Subdivision 2 (1); and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Prior Lake, Minnesota, as follows:
1. Acce~tance of Offer. The offer of Prior Lake state
Bank (the "Purchaser"), to purchase $500,000 General Obligation
Equipment Certificates of 1993 of the City (the "Certificates",
or individually a "Certificate"), in accordance with the terms
and at the rates of interest. hereinafter set forth, and to pay
therefor the sum of $500,000, plus interest accrued to
settlement, is hereby accepted.
2. Title: Oriainal Issue Date: Denominations:
Maturities. The Certificates shall be titled "General Obliqation
Equipment certificates of 1993", shall be dated March 1, 1993, 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 denomin-
ation 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:
~
Amount
~
Amount
1994
1995
$115,000
120,000
1996
1997
$130,000
135,000
3. Purcose. The Certificates shall provide funds for
the Equipment. The total cost of the Equipment, 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 herein authorized.
4. Interest. The Certificates shall bear interest
payable semiannually on June 1 and December 1 of each year (each,
an "Interest Payment Date"), commencing December 1, 1993,
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
Year
Interest
Rate
Maturity
Year
Interest
Rate
1994
1995
3.40 ,
3.80
1996
1997
4.10 ,
4.35
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5. No RedemDtion. The Certificates shall not be
subject to redemption and prepayment prior to their maturity.
6. Certificate Reaistrar. The Manager of the City, is
appointed to act as certificate registrar and transfer agent with
respect to the certificates (the .Certificate Registrar"), and
shall do so unless and until a successor Certificate Registrar is
duly appointed. Any successor certificate Registrar shall act as
certificate registrar and transfer agent pursuant to any contract
the City and successor certificate registrar shall execute which
is consistent herewith. The certificate 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 certificate of Registration, the form of Assignment and
the registration information thereon, shall be in substantially
the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOT1' COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLIGATION EQUIPMENT
CERTIFICATE OF 1993
INTEREST
RATE
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
%
DECEMBER 1, 199
MARCH 1, 1993
REGISTERED OWNER: PRIOR LAKE STATE BANK
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Prior Lake, Scott 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"),
commencing December 1, 1993, 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 by the Manager of the City
of Prior Lake, Minnesota (the "Certificate 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" or
"Certificateholder") on the registration books of the Issuer
maintained by the certificate 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 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
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"Special Record Date") fixed by the Certificate Registrar
whenever money becomes available for payment of the defaulted
interest. Notice of the Special Record Date shall be given to
Certificateholders 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.
No RedemDtion. The certificates of this issue (the
"Certificates") are not subject to redemption and prepayment
prior to their maturity.
Issuance: Purcose: General Obliqation. This
Certificate is one of an issue in the total principal amount of
$500,000, 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 January 19, 1993 (the "ReSOlution"), for the purpose of
providing money to finance the acquisition of various capital
equipment for the Issuer. This certificate is payable out of the
General Obligation Equipment certificates of 1993 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: Exchanae: 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 Certificate
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
Certificate Registrar. Copies of the Resolution are on file in
the principal office of the Certificate 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 Certificate Registrar
upon presentation and surrender hereof to the certificate
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 certificate Registrar.
Thereupon the Issuer shall execute and the Certificate Registrar
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shall 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 agqreqate
principal amount equal to the principal amount of this
Certificate, of the same maturity and bearing interest at the
same rate.
Fees u~on Transfer or Loss. The Certificate 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 Reaistered owners. The Issuer and
Certificate 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 above 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 Certificate Registrar shall be
affected by notice to the contrary.
Qualified Tax-ExemDt Obliaation. 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.
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.
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IN WITNESS WHEREOF, the City of Prior Lake, Scott
County, Minnesota, by its City Council has caused this
Certificate to be executed on its behalf by the manual signatures
of its Mayor and its Acting Manager, the corporate seal of the
Issuer having been intentionally omitted as permitted by law.
Date of Registration:
Registrable by: THE MANAGER OF THE
CITY OF PRIOR LAKE,
MINNESOTA
Payable at: OFFICE OF THE MANAGER OF
THE CITY OF PRIOR
LAKE, MINNESOTA
CITY OF PRIOR LAKE,
SCOTT COUNTY, MINNESOTA
March 1, 1993
Mayor
Acting Manager
General Obligation Equipment certificates of 1993, No. R-____
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Certificate may be made only by the registered owner or his, her
or its legal representative last noted below.
Date of
Reaistration
Reaistered OWner
March 1. 1993
Prior Lake State Bank
16677 Duluth Avenue S.E.
Box 3691
Prior Lake. MN 55372
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Signature of
Certificate
Reaistrar
....,-_..._~._.""----~-~._-_.,-~-,.-.._---,.......,-_..~~_.-_-._"-------,--.--.--'
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
and not as tenants in common
UTMA - as custodian for
survivorship
(Cust)
under the
(Minor)
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 undersiqned 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 or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15 (a) (2).
The certificate 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: certificates. The certificates shall be
executed on behalf of the City by the manual signatures of its
Mayor and Manager 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 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 signature
of that officer who may act on behalf of such absent or disabled
officer. In case either such officer whose signature shall
appear on the certificates shall cease to be such officer before
the delivery of the Certificates, such signature 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 certificates, one or
more typewritten certificates in substantially the form set forth
above, with such changes as may be necessary to reflect more than
one maturity in a single certificate.
9. Date of Reaistration. The Certificate Registrar
shall insert as a date of registration the date of original
issue, which date is March 1, 1993.
10. Reaistration: Transfer: Exchanae. The City will
cause to be kept at the principal office of the Certificate
Registrar a certificate register in which, subject to such
reasonable regulations as the certificate Registrar may. prescribe
(if other than the City), the Certificate Registrar shall provide
for the 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 Certificate Registrar, the City shall
execute (if necessary), and the Certificate Registrar shall
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 certificate Registrar. Whenever any
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---------~"-.,------_._~_._-_.--_._'_...._".~-_..~.._'---_._."---,_._,,,-~---'~."~--'~-"--'
Certificates are so surrendered for exchange, the City shall
execute (if necessary), and the certificate Registrar shall
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
cancelled by the certificate 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 certificate
Registrar, duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing.
The certificate 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.
Transfers shall also be subject to reasonable
regulations of the City contained in any agreement with the
Certificate Registrar (if other than the City), including
regulations which permit the Certificate Registrar to close its
transfer books between record dates and payment dates.
11. Rights UDon Transfer or Exchanae. 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 Certificate 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
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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
certificate Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Certificate Registrar to the Holders
not less than ten (10) days prior to the Special Record Date.
13. Treatment of Reaistered OWner. The City and
certificate 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 Certificate Registrar shall be affected
by notice to the contrary.
14. Deliverv: ADDlication of Proceeds. The
Certificates when so prepared and executed shall be delivered by
the 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 1993 Fund" (the "Fund") to 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) CaDital Account. To the Capital Account there shall
be credited the proceeds of the sale of the Certificates, less
accrued interest received thereon, and less capitalized interest
in the amount of $14~754.38 (together with interest earnings
thereon and subject to such other adjustments as are appropriate
to provide sufficient funds to pay interest due on the
Certificates on or before December 1, 1993). From the Capital
Account there shall be paid all costs and expenses of acquiring
the Equipment, including the cost of any purchase contracts
heretofore let and all other 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
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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) capitalized interest in the
amount of $ 14,754.38 (together with interest earnings thereon and
subject to such other adjustments as are appropriate to provide
sufficient funds to pay interest due on the certificates on or
before December 1, 1993); (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 acquisition of the Equipment and payment of the costs
thereof; (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 bonds 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
(5%) 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
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").
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16. Tax Levv: Coveraae 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 Year of Tax
Levv Collection Amount
1993 1994 $ 142,000.00
1994 1995 144,000.00
1995 1996 146,000.00
1996 1997 148,150.00
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 ~75.61, Subdivision 3.
17. 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 Certificate 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 Certificate 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.
IS. ComDliance with Reimbursement Bond Reaulations.
The provisions of this paragraph are intended to establish and
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provide for the City's compliance with United states Treasury
Regulations section 1.103-18 (the "Reimbursement Regulations")
applicable to the "reimbursement proceeds" of the Certificates
being those portions thereof which will be used by the City to
reimburse itself for any expenditure which the City paid or will
have paid prior to the closing Date (an "Expenditure").
The City hereby certifies and/or covenants as follows:
(a) On or before the date of payment of each Expenditure,
the City (or person designated to do so on behalf of
the city) made or will have made a written declaration
of the City's official intent (a "Declaration") which
effectively (i) states the City's intention and
reasonable expectation to reimburse itself for the
payment of the Expenditure out of the proceeds of a
subsequent borrowing: (ii) gives a general and
functional description of the property, project or
program to which ,the Declaration relates and/or
identifies a specific fund or account of the City and
the general functional purpose thereof from which the
Expenditure was to be paid (collectively the
"Project"): (iii) states the maximum principal amount
of debt expected to be issued by the City for the
purpose of financing the Project: and (iv) states
specifically that the Declaration is a declaration of
official intent under Treasury Regulations Section
1.103-18: provided, however, that no such Declaration
shall necessarily have been made with respect to
"preliminary expenditures" for the project, defined in
the Reimbursement Regulations to include engineering or
architectural expenses and similar prefatory expenses,
which in the aggregate do not exceed 20% of the "issue
price" of the Certificates. Notwithstanding the
foregoing, with respect to Expenditures made by the
City prior to March 2, 1992, the City hereby represents
that there exists objective evidence, within the
meaning of the Reimbursement Regulations, that at the
time the Expenditure was paid the city expected to
reimburse the cost thereof with the proceeds of a
borrowing.
(b) As of the date of each Declaration, there were not and
were not thereafter expected to become available
sources of City funds which were or were expected to be
dedicated or otherwise available on a long-term basis
to provide financing for the Expenditure or Project.
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(c) Each Declaration was made a part of the publicly
available official books, records or proceedings of the
City and was continuously available for inspection by
the general public at City Hall during regular city
hours beginning not later than 30 days after the making
of the Declaration and continuing through the date of
issuance of the Certificates, as required by the
Reimbursement Regulations.
(d) Each Expenditure, other than the costs of issuing the
Certificates, is a capital expenditure, that is, a cost
of a type that is properly chargeable to a capital
account (or would be with a proper election) under
general federal income tax principles.
(e) The "reimbursement allocation" described in the
Reimbursement Regulations for each Expenditure shall
and will be made forthwith following (but not prior to)
the issuance of the Certificates and in all events
within the period ending on the date which is the later
of one year after payment of the Expenditure or one
year after the date on which the Project to which the
Expenditure relates is first placed in service.
(f) Each such reimbursement allocation will be evidenced by
an entry on the official books or records of the City
maintained for and in connection with the certificates
and will specifically identify the actual prior
Expenditure or Project or, in the case of the
reimbursement of a particular fund or account described
in the applicable Declaration, the fund or account from
which the Expenditure was paid.
(g) The City is unaware of any facts or circumstances which
would cause it to question the reasonability or
accuracy of the content of this paragraph or of any of
the Declarations, or its compliance with any of the
covenants herein or therein, including without
limitation the City'S failure to issue qualifying
reimbursement bonds for costs for which it has made
declarations of official intent, absent extraordinary
and unforeseeable circumstances of the kind described
in the Reimbursement Regulations.
19. General Obligation Pledae. 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
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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
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.
20. certificate of Reaistration. The Manager is
hereby directed to file a certified copy of this resolution with
the County Auditor of Scott 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 Certificate Register, and that
the tax levy required by law has been made.
21. 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.
22. Neaative Covenant.as to Use of Proceeds and
EauiDment. The City hereby covenants not to use the proceeds of
the Certificates or to use the Equipment, 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.
23. Tax-ExemDt 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.
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For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $5,000,000 or less of bonds, 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.
24. Desianation of Oualified Tax-Exemnt Obliaations.
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 1993 will not exceed
$10,000,000; and
(e) not more than $10,000,000 of obligations issued by
the City during this calendar year 1993 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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25. severability. If any section, paraqraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paraqraph or provision shall not affect any of
the remaininq provisions of this resolution.
26. Headinas. 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 White and, after a full
discussion thereof and upon a vote being taken thereon, the
followinq voted in favor thereof: Unanimous
and the following voted against the same: None
Whereupon said resolution was declared duly passed and
adopted.
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STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified Acting
Manager of the city of Prior Lake, 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 authorizing the issuance of, and awarding the sale of,
$500,000 General Obligation Equipment certificates of 1993 of
said City.
WITNESS my hand and the seal of said City this 19th day
of January, 1993.
J(~ ko.AJ~~
Acting Manager
( SEAL)
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