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HomeMy WebLinkAbout2C - Equipment Certificate Financing CONSENT AGENDA: REQUESTED BY : SUBJECT MATTER: DATE: Introduction: DISCUSSION: '90. 2 (c) RALPH TESCHNER, FINANCE DIRECTOR CONSIDER EQUIPMENT CERTIFICATE FINANCING OF COMPUTER EQUIPMENT APRIL 2, 1990 The City Council approved Resolution 90-19 which awarded the purchase of an Alpha Micro 3000/10 computer system to Alpha Soft Inc. in the amount of $80,482.00. The next step is for the Council to approve the issuance of eguipment certificates to finance the acquisit1on. The financin9 shall be in the form of a tax exempt negot1ated sale between the City of Prior Lake and Prior Lake State Bank. The term of the loan has been established at 2 and 1/2 years to mature December 1, 1992. The interest rate will be 6.50%. The structure of the bond issue shall be as follows: Par Amount of Issue Less: capitalized interest legal opinion fiscal fee $60,000.00 <2,925.00> <1,750.00> <1,000.00> ------------ ------------ Net Proceeds $54,325.00 The advantages of a negotiated sale with the local bank are basically a very competitive interest rate and the savings of the discount factor, bond reqistration and printing fees normally associated with the purchase by an underwriter which will not apply in this instance. Briggs and resolution associated Minnesota The City's approving attorney, Morgan, will draft the appropriate and review all bond documentation with the issue for compliance to State statutes. The remaining $26,000.00 of funds necessary to finance the acquisition have already been appropriated within the 1990 Data Processing budget. 4629 Dakota 51. 5.E., Prior Lake, Minnesota 55372 / Ph. (612) 447-4230 / Fax (612) 447-4245 RECOMMENDATION: ACTION REQUIRED: staff would recomme d approval of the following documents whi h will be distributed prior to the beginning of Monday's Council meeting: 1. Resolution 90-21 Au horizing Issuance of $60,000.00 Equipment Certificates of 1990. 2. Bond Purchase Agreement between the city of Prior Lake and Prio~ Lake state Bank as authorized by the Mayor and City Manager. Motion to approve the equipment financing as per Resolution authorization for the Mayor and to enter into the required proposed, as part of the consent be in order. certificate 90-21 and City Manager contract as agenda would fJ Mr <<Ate State ~Gftt March 28, 1990 Honorable City Council City of Prior Lake, Minnesota Dear Mayor and Council Members: We understand that you desire to issue $60,000 General Obligation Equipment Certificates. Accordingly, we propose as follows: We agree to purchase $60,000 General Obligation Equipment Certificates of 1990, to be dated April 1, 1990, and to mature December 1, 1991-1992. We agree to pay for the Certificates $60,000 and accrued interest to the date of settlement. The Certificates are to be payable at the City of Prior Lake, Minnesota, as paying agent and registrar, and will bear interest as follows: 6.50% - 1991 6.50% - 1992 Interest is to be payable on Decem ber 1, 1990, and semiannually thereafter. The Certificates will mature on December 1 in the years and amounts as follows: $30,000 in the years 1991 and 1992. All Certificates will be in the denomination of $30,000. The Certificates will be typewritten. The average interest rate is calculated at 6.50%. The net effective rate is calculated at 6.50%. All Certificates are without the option of prepayment. This bid is made for prompt acceptance and subject to the unqualified approval of Briggs and Morgan, Professional Association, of St. Paul, Minnesota, as to the legality of all proceedings taken in the issuance of the Certificates. It is further understood and agreed that the Certificates will be delivered to us in Prior Lake, on or before thirty days from the date hereof, or at our option thereafter. You agree to pay the expenses of Juran 1St Moody, In., as advisor, and Briggs and Morgan, Professional Association, as recognized municipal bond attorneys, in furnishing the necessary proceedings required to authorize the issuance of the Certificates. Respectfully submitted this 2nd day of April, 1990. ? PRI.OR.'l:ArYATE~NK ^ Ilr By:, l /"... ~/ 7 ~-e..., UI ---::::::=-r' 71 / "-.....-/ f/ The foregoing proposal is duly accepted by the City Council ~t'the City of Prior Lake, Minnesota, this 2nd day of April, 1990. /" Attest: By: Mayor Clerk P.o. BOX 369, 166n DULUTH AVENUE SE PRIOR LAKE, MINNESOTA 55372-TEL 612-447-2101 RESOLUTION 90-20 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA HELD: April 2, 1990 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Prior Lake, Scott County, Minnesota, was duly held at the City Hall in said City on Monday, the 2nd day of April, 1990, at 7:30 o'clock _.M., for the purpose in part of authorizing the issuance of, and awarding the sale of, $60,000 General Obligation Equipment certificates of 1990 of the City. The following members were present: Andren, Fitzgerald, Larson, Scott and White and the following were absent: 0 Member Fi tZl!;erald resolution and moved its adoption: introduced the following RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $60,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF 1990, 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 $60,000 General Obligation Equipment Certificates of 1990 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 does not exceed one quarter of one percent (0.25%) of the market value of the taxable property in the City; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Prior Lake, Minnesota, as follows: 1188 1. Acceptance of Offer. The offer of Prior Lake state Bank (the "Purchaser"), to purchase $60,000 General Obligation Equipment Certificates of 1990 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 $60,000, plus interest accrued to settlement, is hereby accepted. 2. Title: Original Issue Date: Denominations: Maturities. The Certificates shall be titled "General Obligation Equipment Certificates of 1990", shall be dated April 1, 1990, 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-l 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: Year Amount 1991-1992 $30,000 All dates are inclusive. 3. Purpose. 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, 1990, 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 1991 1992 6.50 6.50 % 5. No Redemption. The Certificates shall not be subject to redemption and prepayment prior to their maturity. 6. Certificate Reqistrar. The Manager of the City, is appointed to act as certificate registrar and transfer agent with respect to the Certificates (the "Certificate Registrar"), and 1188 2 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: 1188 3 UNITED STATES OF AMERICA STATE OF MINNESOTA SCOTT COUNTY CITY OF PRIOR LAKE R- $ GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF 1990 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE % DECEMBER 1, 19 APRIL 1, 1990 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, 1990, 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 1188 4 who is the Holder hereof 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 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 Redemotion. The Certificates of this issue (the "Certificates") are not subject to redemption and prepayment prior to their maturity. Issuance: Puroose: General Obligation. This Certificate is one of an issue in the total principal amount of $60,000, 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 April 2, 1990 (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 1990 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: Exchanqe: 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. 1188 5 Thereupon the Issuer shall execute and the Certificate Registrar 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 aggregate principal amount equal to the principal amount of this Certificate, of the same maturity and bearing interest at the same rate. Fees UDon 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 Registered 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 Obliqation. 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. 1188 6 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 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 April 1, 1990 CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA Mayor Manager General Obligation Equipment Certificates of 1990, No. R-____ 1188 7 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 Reqistration Reqistered Owner Signature of Certificate Reqistrar ADril 1. 1990 Prior Lake State Bank 16677 Duluth Avenue S.E. Prior Lake. MN 55372 1188 8 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of 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. 1188 9 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and does hereby irrevocably constitute and appoint attorney to transfer the certificate on the books kept for the registration thereof, with. full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The 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.) 1188 10 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 ~n 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 Reqistration. The Certificate Registrar shall insert as a date of registration the date of original issue, which date is April 1, 1990. 10. Registration; Transfer; Exchange. 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 1188 11 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. Riqhts 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 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 1188 12 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 Reqistered 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. Delivery; Application 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 1990 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) 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 capitalized interest in the amount of $ 2.925.00 (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 January 1, 1991). 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 1188 13 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 $ ? q?~ nn (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 January 1, 1991); (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"). 1188 14 16. Tax Levy: Coveraqe 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 Levv Year of Tax Collection Amount 1990 1991 1991 1992 $ 36,000.00 33,000.00 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 475.61, Subdivision 3. 17. General Obliqation 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 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. l8. certificate of Reqistration. 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. 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 1188 15 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. Neqative Covenant as to Use of Proceeds and Eauipment. 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. 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 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) (C) of the Code. 22. Desiqnation of Oualified 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, 1188 16 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 1990 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the City during this calendar year 1990 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. 23. Severability. If any section, paragraph or prOV1S1on 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. 24. 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 was duly seconded by member Scott discussion thereof and upon a vote being following voted in favor thereof: of the foregoing resolution and, after a full taken thereon, the Andren, Fitzgerald, Larson, Scott and White and the following voted against the same: 0 Whereupon said resolution was declared duly passed and adopted. 1188 17