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088-075 - 08-02 Issuance & Sale of $330,000 GO Certificates of Indebtedness Series 1988B Resolution 88-75 August 2, 1988 P�1ember Johnson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYP�ENT OF $330,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1988B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer) , as follows: Section 1. Authorization and Sale. (a) This Council , by Resolution adopted July 5, 1988, authorized the issuance and public sale of $330,000 General Obligation Equipment Certificates of Indebtedness, Series 19II8B (the Obligations) to finance the cost of acquiring capital equipment for city purposes. (b) Notice of sale has been duly published. Pursuant to the Official Terms of Offering, 6 sealed bids for the purchase of the Obligations were received at or before the time specified for receipt of bids. The bids have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each bid have been determined. The most favorable bid received is that of Cronin & Company, Incorporated, of r1inneapolis, Minnesota, and associates (the Purchaser) to purchase the Obligations at a price of $327,789.00 plus accrued interest on all Obligations to the day of delivery and payment, on the further terms and conditions hereinafter set forth. (c) The sale of the Obligations is hereby awarded to the Purchaser and the Mayor and Planager are hereby authorized and di rected to execute a contract on behalf of the Issuer for the sale of the Obligations in accordance with the terms of the bid. The good faith check of the Purchaser shall be retained by the Finance Director until the Obligations have been delivered. The good faith checks of other bidders shall be returned to them forthwith. Section 2. Obligation Terms; Registration; Execution and Delivery. 2.01. Issuance of Obligations. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Obligations having been done, existing, having happened and having been per- formed, it is now necessary for the Council to establish the form and terms of the Obligations to provide security therefor and to issue the Obligations forth- with. 2.02. Maturities; Interest Rates; Denominations; Payment. The Obligations shall be originally dated as of September 1, 1988, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1 without option of prior payment, in the respective years and amounts stated below, and shall bear interest from date of issue until paid at the respective annual rates set forth opposite such years and amounts, as follows: Resolution 88-75 - Continued August 2, 1988 legally authorized. The Registrar shall incur no liability for the refusal , in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Obligation is at any time registered in the bond register as the absolute owner of the Obligation, whether such Obligation shall be overdue or not, for the purpose of receivi ng payment of, or on account of, the principal of and interest on such Obligation and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon Obligation to the extent of the sum or suns so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Obligations, the Registrar may impose a charge upon the ov�ner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) f�lutilated, Lost, Stolen or Destro ed Obli ations. In case any Obligation shal become muti ated or be destroyed, sto en or ost, the Registrar shall deliver a new Obligation of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Obligation or in lieu of and in substitution for any Obligation destroyed, sto- len or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Obligation was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indem- nity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Obligations so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Obligation has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Obligation prior to payment. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints P�la rquette Bank of Mi nneapol i s, N.A. , Mi nneapol i s, Mi nnesota, as the i ni ti al Registrar. The Playor and the Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or con- solidation of the Registrar with another corporation, if the resulting cor- poration is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Regi strar for the ser- vices performed. The Issuer reserves the right to remove the Registrar upon thirty (30) days ' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Obligations it is possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.06. Execution, Authentication and Deliver . The Obligations shall be prepared under t e d� rection o t e er and s a 1 be executed on behalf of the Issuer by the signatures of the P�ayor and the Manager, provided that the signa- tures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Obligations shall cease to be such officer before the delivery of any Resolution 88-75 - Continued August 2, 1988 This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, h1innesota, by its City Council , has caused this Certificate to be executed by the facsimile signatures of the f1ayor and City ��anager and has caused this Certificate to be dated as of the date set forth below. Date of �uthentication: (Facsimile Signature) (Facsimile Signature) City Manager �•layor CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution r:�en- tioned within. as Registrar By Authorized Representative (Reverse of the Certificates) This Certificate is one of and issue in the aggregate principal amount of $330,000, issued pursuant to a resolution adopted by the City Council on August 2, 1988 (the Resolution) , to finance the acquisition of capital equi�ment, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including �9innesota Statutes, Section 412.301 and Chapter 475. The Certificates of this series are issuable only in fully registered form, in denorr�inations of $5,000 or any multiple thereof, of single maturities. In the Resolution, the Council determined that in calendar year 1988, the Issuer does not expect to issue tax exempt obligations in an aggregate principal amount greater than $10,000,000 (exclusive of "private activity bonds") , and designated the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265 of the Internal Revenue Code of 1986. As �rovided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the Issuer at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Certificates of other authorized denominations. " Upon such transfer or exchange the Issuer will cause a new Certificate or Certificates to the 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 govern- mental charge required to be paid with respect to such transfer or exchange. Resolution 88-75 - Continued August 2, 1988 The Issuer and the Registrar rnay deem and treat the person in whose name this Certificate is registered as the absolut� owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, con- ditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed oreliminary to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, �rior to the issuance hereof the Issuer has levied ad valorer� taxes on all taxable pro- perty and in amounts sufficient to produce sums not less than 5q in excess of the principal of and interest on the Certificates of this issue when due, and has appropriated such taxes to the payment of such principal and interest; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Certificate does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. (Form of certificate to be print�d on the reverse side of each Certificate, following a full copy of the legal opinion. ) lJe certify that the above is a full , true and correct copy of the legal opinion rendered by 6ond Counsel on the issue of General Obligation Equipment Certificates of Indebtedness, Series 1988B, of the City of Golden Valley, Hennepin County, Minnesota, which includes the within Certificate dated as of the date of delivery of and payment for the Certificates. (Facsimile Signature) (Facsimile Signature) City �lanager h1ayor 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 COh1 -- as tenants UTMA Custodian in common (Cust � Minor TEN ENT -- as tenants Under Uniform Transfers to by enti reti es �1i nors JT TEN -- as joint tenants with Act. . . . . . . . . . right of survivorship (State) and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers Resolution 88-75 - Continued August 2, 1988 unto the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the pre- mises. Dated: Notice: The signature to this assignrnent must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoeve r. 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. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUP�QER OF ASSIGNEE: Section 3. Series 19888 Equipment Certificate Sinking Fund. The Obligations to be issued shall be payable from a separate Series 1988B Equipment Certificate Sinking Fund (the Fund) of the Issuer, which Fund the Issuer agreest to maintain until the Obligations have been paid in full. If the money in the Fund should at any time be insufficient to pay principal and interest due on the Obligations, such amounts shall be paid and interest due on the Obligations, such amounts shall be paid from monies on hand in other funds of the Issuer, which other funds shall be reimbursed therefor when sufficient money becomes available in the Fund. Into the fund shall be paid all proceeds received from the purchaser of the Obligations in excess of $325,875, all taxes collected pur- suant to Section 4 hereof, any exces Obligation proceeds remaining after acquisition of the equipment is complete and any other funds appropriate by the Council to the payment of the Obligations. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the princi�al of and interest on the Obligations as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. In order to produce aggregate amounts not less than 5�o in excess of the amount needed to meet when due the principal and interest payments on the Obligations, ad valorem taxes are hereby levied on all taxable property in the Issuer. The taxes will be levied and collected in the following years and amounts: Resolution 88-75 - Continued August 2, 1988 Levy Collection Year Year Amount 1988 1989 $144,380 1989 1990 129,245 1990 1991 122,430 The taxes shall be irrepealable as long as any of the Certificates are outstanding and unpaid, provided that the Issuer reserves the right and poarer to reduce the tax levies in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 5. Defeasance. When all of the Obligations have been discharged as �rovided provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Obligations shall cease. The Issuer may discharge its obligations with respect to any Obligations which are due on any date by depositing with the �Registrar on or before that date a sum sufficient for the payment thereof in full ; or, if any Obligation should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also at any time discharge its obligations with respect to any Obligations, subject to the provi - sions of la►v now or hereafter authorizing and regulating such action, by depo- siting irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so depo- sited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal , interest and redemption premiums to become due thereon to maturity or said redemption date. Section 6. Re�istration of Obligations. The Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such additional information as the Auditor may require, and to obtain a certificate from the Auditor that the Obligations have been duly entered upon his bond register and that the tax required by law has been levied. Section 7. Authentication of Transcript. The officers of the Issuer and County Auditor of Nennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey and Whitney, the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Obligations and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Obligations as the same appear from the books and records in their custody and control or as otherwise known to them, and all such cer- tified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all sta- terients contai ned therei n. Section 8. Tax Covenant. (a) The Issuer covenants and agrees with the registered owners from time to time of the Obligations that it will not take, or permit to be taken by any of its officers, employees or agents, any action �rhich would cause the interest payable on the Obligations to become subject to taxation under the Internal Revenue Code of 1986 as amended (the Code) and applicable Treasury Regulations Resolution 88-75 - Continued August 2, 1988 (the Regulations) ; and that it will take, or it will cause its officers, employees or agents to take, all actions which may be necessary to insure that such interest will not become necessary to insure that such interest will not become subject to taxation under the Code, including, without limitation, cor,�pliance with Section 148 of the Code. References to the Code herein include all regulations, amended regulations and proposed regulations issued thereunder as now existing or as hereafter amended or proposed. The Issuer represents and covenants that the capital equipment financed by the issuance of the Obligations will be owned by the Issuer and used in its municipal operations. The Issuer will not enter into any lease or other agreement respecting the equipment which would cause the Obligations to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. (b) The �layor and the Manager being the officers of the Issuer charged with the responsibility for issuing the Obligations pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a cer- tificate in order to satisfy the provisions of Section 148 of the Code and the Regulations. Section 9. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general taxing powers, that no Obligation is a "private activity bond" within the r�eaning of Section 141 of the Code, that 95qo or more of the net pro- ceeds of the Obligations are to be used for local gove rnmental activities of the Issuer, and that the aggregate face amount of all tax-exer�pt obligations (other than private activity bonds) issued by or on behalf of the Issuer and all subor- di nate entities thereof duri ng the year 1983 i s not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f) (4) (C) of the Code, the Issuer shall not be required to comply with the arbitrage rebate requi rements of paragraphs (2) and (3) of Section 148 (f) of the Code. Section 10. Qualified Tax-Exempt Obligations. This Council hereby designates the Obligations as qualified tax-exempt obligations" for purposes of Section 265(b) (3) of the Code relating to the deductibility of certain interest expenses of financial institutions, and hereby finds that the reasonably antici- pated amount of qualified "tax-exer�pt obligations" (within the meaning of Section 265(b) (3) of the Code) which will be issued by or on behalf of the Issuer and all subordinate entities during calendar year 1988 does not exceed $10,000,000. Section 11. Official Statement. The Official Statement relating to the Obligations, dated u y 9, , prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved. The officers of the Issuer are hereby authorized and di rected to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. ����r� � ' � � Mary E. derson, Mayor ATTEST: . . -v 1 ' l� �e� Shirley Ne son, City Clerk Resolution 88-75 - Continued August 2, 1988 The motion for the adoption of the foregoing resolution was seconded by P�lember Bakken and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; and the following voted against the same; none; whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.