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HomeMy WebLinkAbout1991-195 CCRMember Philip Cohen introduced the following resolution and moved tion: RESOLUTION NO. 91 -195 A RESOLUTION AWARDING THE SALE OF $3,000,000 GENERAL OBLIGATION STATE AID ROAD BONDS, SERIES 1991B FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Brooklyn Center, Hennepin County, Minnesota (City) as follows: Section 1. Sale of Bonds. 1.01. The bid of Piper. Jaffrav Hopwood Incorporated (Purchaser) to purchase $3,000,000 General Obligation State Aid Road Bonds, Series 1991B (Bonds) of the City described in the Official Terms of Offering thereof is determined to be the highest and best bid received pursuant to duly advertised notice of sale and is accepted, the bid being to purchase the Bonds at a price of 2,969,520 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Maturity Interest Rate Year of Maturity Interest Rate 1992 4.707 2000 6.057. 1993 5.00 2001 6.15 1994 5.15 2002 6.25 1995 5.35 2003 6.35 1996 5.55 2004 6.45 1997 5.70 2005 6.55 1998 5.85 2006 6.65 1999 5.95 Net effective interest rate: 6.3704767. True interest rate: 6.3780137. 1.02. The sum of 14,520 being the amount bid by the Purchaser in excess of $2,955,000 is credited to the Debt Service Fund hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful bidders forthwith. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.03. The City will forthwith issue and sell the Bonds in the total principal amount of $3,000,000, originally dated September 1, 1991, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, upward, bearing interest as above set forth, and which mature serially on April 1 in the years and amounts as follows: 1 1 1 Resolution No. 91 -195 Year Amount Year Amount 1992 $115,000 2000 $205,000 1993 135,000 2001 220,000 1994 145,000 2002 230,000 1995 150,000 2003 245,000 1996 160,000 2004 265,000 1997 170,000 2005 285,000 1998 180,000 2006 305,000 1999 190,000 1.04. Optional Redem The City may elect on April I, 2000 and on any day thereafter, to prepay Bonds due on or after April 1, 2001. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par and accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which inter- est on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case such Bond will be dated as of the date of original issue. The interest on the Bonds is payable on April 1 and October 1 of each year, commencing April 1, 1992, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City will appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights and duties of the City and the Regis- trar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly execut- ed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new 1 1 1 Resolution No. 91 -195 Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registra— tion of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Bxchanze of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees. and Charges. For a transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so sur— rendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. 1 (i) Redemption. In the event any of the Bonds are called for redemp- tion, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the data fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Regis- trar and by publishing the notice in the manner required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Norwest Bank Minnesota, National Association Minneapolis Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 1 Resolution No. 91 -195 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 1 1 1 Resolution No. 91 -195 1 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. The Bonds will be printed in substantially the following form: [Face of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION STATE AID STREET BOND, SERIES 1991E Data of Rate Maturity Original Issue CUSZP September 1, 1991 No, The City of Brooklyn Center, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received promises to pay to or registered assigns, the principal sum of on the maturity date specified above with interest thereon from the date hereof at the annual rate specified above, payable April 1 and October 1 in each year, commencing April 1, 1992, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respec- tively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on April 1, 2000, and on any day thereafter, to prepay Bonds of this issue due on or after April 1, 2001. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par and accrued interest. 1 1 1 Resolution No. 91 -195 The City Council has designated the Bonds as "qualified tax exempt obliga- tions" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Brooklyn Center, Hennepin County, Minneso- ta, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF BROOKLYN CENTER, MINNESOTA (facsimile) (facsimile) City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. [Reverse of the Bond] By Authorized Representative This Bond is one of an issue in the aggregate principal amount of $3,000,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on August 12, 1991 (the Resolution), for the purpose of providing money to defray the expenses incurred and to be incurred in the establishing, locating, relocating, constructing, reconstructing and improving state -aid roads within the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, and the City's home rule charter, including Minnesota Statutes, Chapter 475 and Section 162.18, and the principal hereof and interest hereon are payable primarily from the City's annual allotments from the state of Minnesota's Municipal State -Aid Road Fund, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property 1 1 Resolution No. 91 -195 in the City in the event of any deficiency, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the City's home rule charter to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion.) I certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Brooklyn Center, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Manager 1 1 Resolution No. 91 -195 The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) i TEN ENT as tenants by entireties under Uniform Gifts or Transfers to Minors JT TEN as joint tenants with right of survivorship and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this aeaignment must correspond with the name as it appears upon the face of the within Bond 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 Bond Registrar will not effect transfer of this Bond unless the infor— mation concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) 1 1 1 Resolution No. 91 -195 Please insert social security or other identifying number of assignee 3.02. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Holmes Graven, Chartered, Minneapolis, Minnesota, which shall be complete except as to dating thereof and cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the City Manager in substantially the form set forth in the fora of Bond. The City Manager is authorized and directed to execute the certificate in the name of the City upon receipt of the opinion and to file the opinion in the City offices. Section 4. Payment: Security: Pledges and Covenants. 4.01. The Bonds are payable from the General Obligation State Aid Road Bonds, Series 1991B Sinking Fund (Debt Service Fund) hereby created. There is hereby irrevocably pledged and appropriated to the Debt Service Fund an amount of the moneys allocated or to be allocated to the City from its account in the Municipal State Aid Street Fund sufficient to pay the principal of and the interest of the Bonds as they respectively become due, which amounts are set out in detail on Exhibit A attached hereto. If any payment of principal or interest on the Bonds shall become dua when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director will pay the principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances from the moneys next received by the City from the construction or maintenance account in the Municipal State Aid Road Fund which are not required to be paid into the Debt Service Fund. There is hereby appropriated to the Debt Service Fund all capitalized interest financed from Bond proceeds, if any, and any amount over the minimum purchase price of the Bonds paid by the Purchaser and all accrued interest paid by the Purchaser upon closing and delivery of the Bonds. 4.02. It is hereby determined that principal of and interest on the Bonds will be payable in the first instance wholly from the allocations to the City from its accounts in the Municipal State Aid Street Fund. No general tax levy will be spread for payment of principal and interest at this time, but the City is be obligated to provide moneys for the payment of the principal of and interest on the Bonds as they mature and the City Manager shall report to the City Council annually as to any amount required to be levied to meet current or anticipated deficits in the Debt Service Fund. 4.03. The City Manager is authorized and directed to file a certified copy of this resolution with the Director of Property Taxation and to obtain the certificate required by Minnesota Statutes, Section 475.63. 4.04. The City shall use proceeds of the Bonds for improvements to 69th Avenue between Brooklyn Boulevard to Shingle Creek Parkway in accordance with the provisions of law and applicable rules of the transportation commissioner. 1 1 1 Resolution No. 91 -195 Section 5. Authentication of Transcript. 4 v 5.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 5.02. The Mayor and City Manager are authorized and directed to certify that they have examined the Official. Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. Section 6. Tax Covenant. 6.01. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess invest- ment earnings to the United States. 6.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bands" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. In order to qualify the Bonds as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the follow- ing factual statements and representationst (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; 1 1 Resolution No. 91 -195 (c) 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 subordinate entities of the City) during calendar year 1991 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 1991 have been designated for purposes of Section 265(b)(3) of the Code, 6.05. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. August 12, 1991 Date i Todd Paulson, Mayor ATTEST: ra P Deputy Clerk The motion for the adoption of the foregoing resolution was duly seconded by member Jerry Pedlar and upon vote being taken thereon, the following voted in favor thereof: Todd Paulson, Celia Scott, Jerry Pedlar, Dave Rosene, and Philip Cohen; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 91-195 BROOKLYN CENTER, MINNESOTA G.O. STATE AID ROAD BONDS, 19918 POST SALE DEBT SERVICE Date Principal Rate 4/ 1/1992 115,000 4.700 10/ 1/1992 4/ 1/1993 135,000 5.000 10/ 1/1993 4/ 1/1994 145,000 5.150 10/ 1/1994 4/ 1/1995 150,000 5.350 10/ 1/1995 4/ 1/1996 160,000 5.550 10/ 1/1996 4/ 1/1997 170,000 5.700 10/ 1/1997 4/ 1/1998 180,000 5.850 10/ 1/1998 4/ 1/1999 190,000 5.950 0 1/1999 1/2000 205,000 6.050 1/2000 1/2001 220,000 6.150 10/ 1/2001 4/ 1/2002 230,000 6.250 10/ 1/2002 4/ 1/2003 245,000 6.350 10/ 1/2003 4/ 1/2004 265,000 6.450 10/ 1/2004 4/ 1/2005 285,000 6.550 10/ 1/2005 4/ 1/2006 305,000 6.650 TOTALS $3,000,000 Discount (plus) Net Interest Cost Interest 104,977.34 87,277.50 87,277.50 83,902.50 83,902.50 80,168.75 80,168.75 76,156.25 76,156.25 71,716.25 71,716.25 66,871.25 66,871.25 61,606.25 61,606.25 55,953.75 55,953.75 49,752.50 49,752.50 42,987.50 42,987.50 35,800.00 35,800.00 28,021.25 28,021.25 19,475.00 19,475.00 10,141.25 10,141.25 $1,644,637.34 $30,480.00 $1,675,117.34 Interest rounded on individual $5,000 denominations Prepared August 13, 1991 By SPRINGSTED Incorporated Bond Date: 9/ 1/1991 Sale Date: 8/12/1991 Issue Size: $3,000,000 Total 219,977.34 87,277.50 222,277.50 83,902.50 228,902.50 80,168.75 230,168.75 76,156.25 236,156.25 71,716.25 241,716.25 66,871.25 246,871.25 61,606.25 251,606.25 55,953.75 260,953.75 49,752.50 269,752.50 42,987.50 272,987.50 35,800.00 280,800.00 28,021.25 293,021.25 19,475.00 304,475.00 10,141.25 315,141.25 $4,644,637.34 Annual Payment 307,254.84 306,180.00 309,071.25 306,325.00 307,872.50 308,587.50 308,477.50 307,560.00 310,706.25 312,740.00 308,787.50 308,821.25 312,496.25 314,616.25 315,141.25 $4,644,637.34 EXHIBIT A