99-40RESOLUTION NO.
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
OTSEGO, MINNESOTA
HELD: October 25, 1999
Pursuant to due call and notice thereof, a regular or
special meeting of the City Council of the City of Otsego, Wright
County, Minnesota, was duly called and held at the City Hall in
said City on Monday, the 25th day of October, 1999, at 6:30 P.M.,
for the purpose, in part, of authorizing the issuance of, and
awarding the sale of, a $112,480 General Obligation Equipment
Certificate, Series 1999 of the City.
The following members were present: Mayor Fournier,
and Council Members Ackerman, Berning, Heidner and Wendel;
and the following were absent: None.
Member Berning introduced the following resolution and
moved its adoption:
RESOLUTION PROVIDING FOR THE
ISSUANCE AND SALE OF A
$112,480 GENERAL OBLIGATION EQUIPMENT CERTIFICATE,
SERIES 1999, AND LEVYING A TAX
FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Otsego,
Minnesota (the "City"), has heretofore determined and declared
that it is necessary and expedient to issue a $112,480 General
Obligation Equipment Certificate, Series 1999 (the "Certificate")
of the City, pursuant to Minnesota Statutes, Chapter 475 and
Minnesota Statutes, Section 412.301, to finance the acquisition
of certain capital equipment (the "Equipment"), specifically a
street maintenance plow truck; and
B. WHEREAS, each item of Equipment to be financed by
the Certificate has an expected useful life at least as long as
the term of the Certificate; and
C. WHEREAS, the amount of the Certificate to be issued
does not exceeds one-quarter of one percent (0.25%) of the market
value of the City; and
D. WHEREAS, the Certificate is being sold pursuant to
a private sale as permitted by Minnesota Statutes, Sections
412.301 and 475.60, Subdivision 2(1); and
1084675.2
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Otsego, Minnesota, as follows:
1. Acceptance of Offer. The offer. of Bank of Elk
River (the "Purchaser"), to purchase the Certificate of the City,
in accordance with the terms and at the rate of interest
hereinafter set forth, and to pay therefor the sum of par is
hereby accepted.
2. Title• Original Issue Date• Denomination;_
Maturities. The Certificate shall be titled "General Obligation
Equipment Certificate, Series 199911, shall be dated the date of
delivery, as the date of original issue and shall be issued
forthwith on or after such date as a fully registered
certificate. The Certificate shall be numbered R-1 in the
denomination of the entire principal amount. The Certificate
shall mature on the first day of July on the years and in the
installments as follows:
Year
2000
2001
2002
In the
payments based on
year, except that
$25,939.56.
Amount
Year
$23,030.68 2003
20,384.68 2004
21,650.58
absence of a prepayment or
the above schedule will be
the final payment on July
Amount
$22,995.09
24,418.97
reamortization,
$25,939.54 each
1, 2004, will be
3. Purpose. The Certificate shall provide funds for
the acquisition of 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 Certificate.
4. Interest• Place of Payment. The Certificate shall
bear interest payable annually with principal as provided above
(calculated on the basis of a 360 -day year of twelve 30 -day
months), at the rate of six and one-eighth percent (6.125%) per
annum. The Certificate shall be payable as to principal and
interest at the office of the City Treasurer.
5. Redemption. The Certificate shall be subject to
redemption and prepayment at the option of the City on any date
at a price of par plus accrued interest. Redemption may be in
whole or in part. If redemption is in part, the specific
portions of the Certificate to be prepaid shall be chosen by lot
by the Certificate Registrar. Portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date. Mailed notice of redemption shall be given to
1084675.2 2
the paying agent (if other than the City) and to the affected
registered Holder of the Certificate.
6. Certificate Registrar. The Treasurer of the City is
appointed to act as certificate registrar and transfer agent with
respect to the Certificate (the "Certificate Registrar"), and
shall do so unless and until a successor Certificate Registrar is
duly appointed. Any successor Certificate Registrar shall be an
officer of the City or a certificate registrar and transfer agent
pursuant to Minnesota Statutes, Chapter 475, and may be appointed
pursuant to any contract the City and such 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 Certificate shall be paid to the registered
holder (or record holder) of the Certificate in the manner set
forth in the form of Certificate and in paragraph 12 of this
resolution.
7. Form of Certificate. The Certificate, together with
the Certificate of Registration, the Register of Partial
Payments, the form of Assignment and the registration information
thereon, shall be in substantially the following form, and may be
typewritten rather than printed:
1084675.2 3
UNITED STATES OF AMERICA
STATE OF MINNESOTA
WRIGHT COUNTY
CITY OF OTSEGO
$112,480
GENERAL OBLIGATION EQUIPMENT CERTIFICATE,
SERIES 1999
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Otsego, Wright County, Minnesota (the "Issuer"), certifies that
it is indebted and for value received promises to pay to BANK OF
ELK RIVER, or registered assign, in the manner hereinafter set
forth, the principal amount specified above, on the first day of
July of the years and in the installments as follows:
Year
Amount Year
Amount
2000
$23,030.68 2003
$22,995.09
2001
20,384.68 2004
24,418.97
2002
21,650.58
unless called for earlier redemption, and to pay interest on the
balance of said principal sum from time to time remaining unpaid,
from the date hereof until the principal amount hereof is paid,
at the rate per annum of six and one-eighth percent (6.125%),
payable annually with principal as provided above (calculated on
the basis of a 360 -day year of twelve 30 -day months) utitil the
principal sum is paid or has been provided for. Both principal
of and premium, if any, and interest on this Certificate are
payable in lawful money of the United States of America at the
principal office of the Treasurer of the Issuer (the "Certificate
Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer.
Redemption. The Certificate (the "Certificate") is
subject to redemption and prepayment at the option of the Issuer
on any date at a price of par plus accrued interest. Redemption
may be in whole or in part. If redemption is in part, the
specific portions of the Certificate to be prepaid shall be
chosen by lot by the Certificate Registrar. Portions thereof
called for redemption shall be due and payable on the redemption
date, and interest thereon shall cease to accrue.from and after
the redemption date. Mailed notice of redemption shall be given
to the paying agent (if other than.the Issuer) and to the
affected Holder of the Certificate.
Purpose; General Obligation. This Certificate has been
issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota pursuant to a resolution
1084675.2 4
adopted by the City Council of the Issuer on October 15, 1999
(the "Resolution"), for the purpose of providing money to finance
the acquisition by the Issuer of certain capital equipment. This
Certificate is payable out of the General Obligation Equipment
Certificate, Series 1999 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.
Denomination; Resolution. The Certificate is issuable
solely as a fully registered certificate in the denomination of
the entire principal amount. 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 (if
other than the Issuer). Thereupon the Issuer shall execute and
the Certificate Registrar shall deliver, in exchange for this
Certificate, one new fully registered Certificate in the name of
the transferee (but not registered in blank or to "bearer" or
similar designation), in.aggregate principal amount equal to the
principal amount of this Certificate, of the same maturity and
bearing interest at the same rate.
Fees upon 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 of
this Certificate and any legal or unusual costs regarding
transfers and a lost Certificate.
Treatment of Registered Owner. 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 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 -Exempt obligation. The Certificate has
been designated by the Issuer as a "qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended.
1084675.2 5
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 on the date
of its issuance and delivery to the original purchaser, does not
exceed any constitutional or statutory limitation of
indebtedness.
1084675.2 6
IN WITNESS WHEREOF, the City of Otsego, Wright 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 Clerk, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Date of Registration: Registrable by: THE TREASURER
OF THE CITY OF
OTSEGO, MINNESOTA
1999 Payable at: OFFICE OF THE
TREASURER OF
THE CITY OF OTSEGO,
MINNESOTA
CITY OF OTSEGO,
WRIGHT COUNTY,
MINNESOTA
ayor
erk
1084675.2 7
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the within
Certificate may be made only by the registered owner or his, her
or its legal representative last noted below.
SIGNATURE OF
DATE OF CERTIFICATE
REGISTRATION REGISTERED OWNER REGISTRAR
Bank of Elk River
630 Main Street
1999 Elk River, MN 55330
1084675.2 8
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Certificate has been prepaid
on the dates and in the amounts noted below:
SIGNATURE OF
SIGNATURE OF CERTIFICATE
DATE AMOUNT CERTIFICATE HOLDER REGISTRAR
If a notation is made on this register, such notation has the
effect stated in the attached Certificate. Partial payments do
not require the presentation of the attached Certificate to the
Certificate Registrar, and a Holder could fail to note hereon the
partial payment.
1084675.2 9
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UTMA - as custodian for
(Gust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
1084675.2 10
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 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).
1084675.2 11
8. Execution. The Certificate shall be executed on
behalf of the City by the signatures of its Mayor and Clerk 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 as permitted by law. In
the event of disability or resignation or other absence of either
such officer, the Certificate 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 Certificate shall cease to be such officer
before the delivery of the Certificate, such signature shall
nevertheless be valid and sufficient for all purposes, the same
as if he or she had remained in office until delivery.
9. Date of Registration. The Certificate Registrar
shall insert as the date of registration in the space provided
the date of original issue, which date is the date of delivery.
10. Registration• Transfer. 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 the Certificate and the registration of transfers
of the Certificate entitled to be registered or transferred as
herein provided.
Upon surrender for transfer of the 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) and
deliver, in the name of the designated transferee, a new
certificate of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the
transferor; provided, however, that the certificate may not be
registered in blank or in the name of "bearer" or similar
designation.
The Certificate surrendered upon any transfer provided
for in this resolution shall be promptly cancelled by the
Certificate Registrar and thereafter disposed of as directed by
the City.
The Certificate delivered upon transfer of the
Certificate shall be a valid special obligation of the City
evidencing the same debt, and entitled to the same benefits under
this resolution, as the Certificate surrendered for such
transfer.
The Certificate presented or surrendered for transfer
shall be duly endorsed or be accompanied by a written instrument
of transfer, in form satisfactory to the Certificate Regi.strar,
1084675.2 12
duly executed by the Holder thereof or his 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 of the Certificate.
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 Upon Transfer. The Certificate delivered
upon transfer of or in lieu of another Certificate shall carry
all the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Certificate.
12. Treatment of Registered Owner. The City and
Certificate Registrar may treat the person in whose name the
Certificate is registered as the owner of the Certificate for the
purpose of receiving payment of principal of and premium, if any,
and interest on, the Certificate and for all other purposes
whatsoever whether or not the Certificate shall be overdue, and
neither the City nor the Certificate Registrar shall be affected
by notice to the contrary.
13. Delivery• Application of Proceeds. The Certificate
when so prepared and executed shall be delivered by the Treasurer
to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application
thereof.
14. Fund and Accounts. There is hereby created a
special fund to be designated the "General Obligation Equipment
Certificate, Series 1999 Fund" (the "Fund") to be administered
and maintained by the Treasurer 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 the Certificate 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.
(a) Capital Account. To the Capital Account there
shall be credited the proceeds of the sale of the Certificate.
From the Capital Account there shall be paid all costs and
expenses of acquiring the Equipment, including the cost of any
acquisition 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
1084675.2 13
that the proceeds of the Certificate may also be used to the
extent necessary to pay interest on the Certificate due prior to
the anticipated date of commencement of the collection of taxes
herein levied.
(b) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service Account: (i) any collections of all taxes herein or
hereafter levied for payment of the Certificate and interest
thereon; (ii) available monies of the City in an amount together
with sums on deposit in the Debt Service Account to pay one-half
of the principal and interest to become due on the Certificate on
July 1, 2000; (iii) all funds remaining in the Capital Account
after acquisition of the Equipment and payment of the costs
thereof; (iv) all investment earnings on funds held in the Debt
Service Account; and (v) 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 Certificate 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 Certificate 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 Certificate was 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 Certificate or $100,000.
To this effect, any proceeds of the Certificate 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 Certificate to
be "federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code").
15. Tax Levy• Coverage Test. To provide moneys for
payment. of the principal and interest on the Certificate there
1084675.2 14
is hereby levied upon all
direct annual ad valorem
rolls and collected with
taxes in the City for the
Year of Tax
Levy
1999
2000
2001
2002
2003
of the taxable property in the City a
tax which shall be spread upon the tax
and as part of other general property
years and in the amounts as follows:
Year of Tax
Collection
2000
2001
2002
2003
2004
Amount
$27,236.52*
27,236.52
27,236.52
27,236.52
27,236.54
The tax levies are such that if collected in full they,
together with other revenues herein pledged for the payment of
the Certificate, will produce at least five percent (5%) in
excess of the amount needed to meet when due the principal and
interest payments on the Certificate. The tax levies shall be
irrepealable so long as any of the Certificate is 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.
16. Defeasance. When the Certificate has been
discharged as.provided in this paragraph, all pledges, covenants
and other rights granted by this resolution to the registered
holders of the Certificate shall, to the extent permitted by law,
cease. The City may discharge its obligation with respect to the
Certificate which is 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 discharge its obligation with
respect to any prepayable installments of the Certificate called
for redemption on any date when they are prepayable according to
its terms, by depositing with the Certificate Registrar on or
before that date a sum sufficient for the payment thereof in
full, provided that notice of redemption thereof has been duly
given. The City may also at any time discharge its obligations
with respect to the Certificate, 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
* heretofore levied or provided from other available City funds
1084675.2 15
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 or, if notice of redemption as herein
required has been duly provided for, to such earlier redemption
date.
17. Compliance With Reimbursement Bond Regulations.
The provisions of this paragraph are intended to establish and
provide for the City's compliance with United States Treasury
Regulations Section 1.150-2 (the "Reimbursement Regulations")
applicable to the "reimbursement proceeds" of the Certificate,
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 (a "Reimbursement
Expenditure").
The City hereby certifies and/or covenants as follows:
(a). Not later than 60 days after the date of payment
of a Reimbursement Expenditure, the City (or person designated to
do so on behalf of the City) has made or will have made a written
declaration of the City's official intent (a "Declaration") which
effectively (i) states the City's reasonable expectation to
reimburse itself for the payment of the Reimbursement 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 for which the
Reimbursement Expenditure is paid, or identifies a specific fund
or account of the City and the general functional purpose thereof
from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum
principal amount of debt expected to be issued by the City for
the purpose of financing the Project; provided, however, that no
such Declaration shall necessarily have been made.with respect
to: (i) "preliminary expenditures" for the Project, defined in
the Reimbursement Regulations to include engineering or
architectural, surveying and soil testing expenses and similar
prefatory costs, which in the aggregate do not exceed 20t of the
"issue price" of the Certificate, and (ii) a de minimis amount of
Reimbursement Expenditures not in excess of the lesser of
$100,000 or 50 of the proceeds of the Certificate.
Notwithstanding the foregoing, with respect to any Declaration
made by the City between January 27, 1992 and June 30, 1993, with
respect to a Reimbursement Expenditure made prior to March 2,
1992, the City hereby represents that there exists objective
evidence, that at the time the Expenditure was paid the City
expected to reimburse the cost thereof with the proceeds of a
borrowing (taxable or tax-exempt) and that expectation was
reasonable.
1084675.2 16
(b) Each Reimbursement Expenditure is a capital
expenditure or a cost of issuance of the Certificate or any of
the other types of expenditures described in Section 1.150-
2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the
Reimbursement Regulations for each Reimbursement Expenditure
shall and will be made forthwith following (but not prior to) the
issuance of the Certificate and in all events within the period
ending on the date which is the later of three years after
payment of the Reimbursement Expenditure or one year after the
date on which the Project to which the Reimbursement Expenditure
relates is first placed in service.
(d) Each such reimbursement allocation will be made in
a writing that evidences the City's use of Certificate proceeds
to reimburse the Reimbursement Expenditure and, if made within 30
days after the Certificate is issued, shall be treated as made on
the day the Certificate is issued.
Provided, however, that the City may take action contrary to any
of the foregoing covenants in this paragraph 17 upon receipt of
an opinion of its Bond Counsel for the Certificate stating in
effect that such action will not impair the tax-exempt status of
the Certificate.
18. General Obligation Pledge. For the prompt and full
payment of the principal and interest on the Certificate, 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 Certificate 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 fund's may be
reimbursed with or without interest from the Debt Service Account
when a sufficient balance is available therein.
19. Certificate of Registration. The Clerk is hereby
directed to file a certified copy of this resolution with the
County Auditor of Wright County, Minnesota, together with such
other information as he or she shall require, and to obtain the
County Auditor's certificate that the Certificate has been
entered in the County Auditor's Certificate Register, and that
the tax levy required by law has been made.
20. 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 Certificate, certified copies of all proceedings
and records of the City relating to the Certificate and to the
financial condition and affairs of the City, and such other
1084675.2 17
affidavits, certificates and information as are required to show
the facts relating to the legality and marketability of the
Certificate as the same appear from the books and records under
their custody and control or as otherwise known to them, and ail
such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City
as to the facts recited therein.
21. Negative Covenant as to the Use of Proceeds and
Eq-uipment. The City hereby covenants not to use the proceeds of
the Certificate 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 Certificate to be a "private activity bond" within
the meaning of Sections 103 and 141 through 150 of the Code.
22. Tax -Exempt Status of the Certificate; 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 Certificate,
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 Certificate,
and (3) the rebate of excess investment earnings to the United
States if the *Certificate (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 Certificate is issued by a
governmental unit with general taxing powers, (2) the Certificate
is not a private activity bond, (3) ninety-five percent (95%) or
more of the net proceeds of the Certificate is 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 Certificate is 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.
23. Designation of Qualified Tax -Exempt Obligation. In
order to qualify the Certificate as a "qualified tax-exempt
obligation" within the meaning of Section 265(b)(3) of the Code,
the City hereby makes the following factual statements and
representations:
1084675.2 18
(a) the Certificate is issued after August 7, 1986;
(b) the Certificate is not a "private activity bond" as
defined in Section 141 of the Code;
(c) the City hereby designates the Certificate as a
"qualified tax-exempt obligation" 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 1999 will not exceed
$10,000,000; and
(e) not more than $10,000,000 of obligations issued by
the City during this calendar year 1999 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.
24.'Severability. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
25. Headincrs. 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 Ackerman after a full discussion
thereof and upon vote being taken thereon, the following voted in
favor thereof:. All members present;
and the following voted against the same: None.
Whereupon said resolution was declared duly passed and
adopted.
1084675.2 19
STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF OTSEGO
I, the undersigned, being the duly qualified and acting
Clerk of the City of Otsego, 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 a $112,480 General
Obligation Equipment Certificate, Series 1999 of said City.
WITNESS my hand this 25th day of October, 1999.
1,4
Jerk
1084675.2 20