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89-049 - 09-05 Authorize Sale $300,000 Equipment Bonds Series 1989AResolution 89-49 September 5, 1989 Member Bakken introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $300,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1989A 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 August 1, 1989, authorized the issuance and public sale of $300,000 General Obligation Equipment Certificates of Indebtedness, Series 1989A (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, 8 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 Allison -Williams Company, of Minneapolis, Minnesota, and associates (the Purchaser) to purchase the Obligations at price of $298,050 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 Manager are hereby authorized and directed 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 performed, 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 forthwith. Resolution 89-49 - Continued September 5, 1989 2.02. Maturities; Interest Rates; Denominations; Payment. The Obligations shall be originally dated as of October 1, 1989, 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: Year Amount Rate 1991 $100,000 6.00% 1992 100,000 6.00 1993 100,000 6.00 The Obligations shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Obligation, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. 2.03 Dates; Interest Payment Dates. Each Obligation shall bear a date of original issue as of October 1, 1989. Upon the initial delivery of the Obligations pursuant to Section 2.06 and upon any subsequent transfer or exchange pursuant to Section 2.04, the date of authentication shall be noted on each Obligation so delivered, exchanged or transferred. Interest on the Obligations shall be payable on each February 1 and August 1, commencing August 1, 1990, to the owners 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. 2.04. Registration. The Issuer shall appoint and maintain a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of obligations and the registration of transfers and exchanges of Obligations entitled to be registered, transferred or exchanged. (b) Transfer of Obligations. Upon surrender for transfer of any Obligation duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new obligations of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Obligations. Whenever any Obligations are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Obligations of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Obligations surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. Resolution 89-49 - Continued September 5, 1989 (e) Improper or Unauthorized Transfer. When any Obligation is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Obligation or separate instrument of transfer is valid and genuine and that the requested transfer is 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 persons in whose name any Obligation is at any time registered in the bond register as the absolute owner of such Obligation, whether such Obligation shall be overdue or not, for the purpose of receiving 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 such Obligation to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Obligations, 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 such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation shall become mutilated or be destroyed, stolen or lost, 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 such Obligation 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 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 indemnity 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 Re istrar. The Issuer hereby appoints Marquette Bank Minneapolis, National Association, in Minneapolis, Minnesota, as the initial Registrar. The Mayor and the Manager are authorized to execute and deliver, on behalf of the Issuer, 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 shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services 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 in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. Resolution 89-49 - Continued September 5, 1989 2.06. Execution, Authentication and Delivery. The Obligations shall be prepared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and 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 shall appear on the Obligations shall cease to be such officer before the deliver of any obligation, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Obligation shall 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 such Obligation has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Obligations need not be signed by the same representative. The executed certificate of authentication on each Obligation shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Obligations 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 shall not be obligated to see to the application of the purchase price. 2.07. Form of Obligations. The Obligations shall be printed in substantially the following form: [Face of the Obligations] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1989A Date of Rate Maturity Original Issue CUSIP October 1, 1989 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, the City of Golden Valley, Hennepin County, Minnesota (the Issuer), acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal sum specified above on the maturity date specified above, without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1990, to the person in whose name this Certificate is registered at the close of business on the 15th 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 , in , Minnesota, as Bond Registrar, Transfer Agent and Paying Agent the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Resolution 89-49 - Continued September 5, 1989 Additional provisions of this Certificate 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 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, Minnesota, by its City Council, has caused this Certificate to be executed by the facsimile signatures of the Mayor and City Manager and has caused this Certificate to be dated as of the date set forth below. Date of Authentication: (Facsimile Signature) City Manager (Facsimile Signature) Mayor CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within. as Registrar By Authorized Representative [Reverse of the Obligations] This Certificate is one of an issue in the aggregate principal amount of $300,000, issued pursuant to a resolution adopted by the City Council on September 5, 1989 (the Resolution), to finance the acquisition of capital equipment, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Certificates of this series are issuable only in fully registered form, in denominations of $5,000 or any multiple thereof, of single maturities. In the Resolution, the Council determined that in calendar year 1989, 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(b) of the Internal Revenue Code of 1986, as amended. As provided 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 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. Resolution 89-49 - Continued Septmeber 5, 1989 The Issuer and the Registrar may deem and treat the person in whose name this Certificate is registered as the absolute 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, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary 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, prior to the issuance hereof the Issuer has levied ad valorem taxes on all taxable property in the Issuer, which taxes will be collectible for the years and in amounts sufficient to produce sums not less than 5% 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 printed on the reverse side of each Certificate, following a full copy of the legal opinion) We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of General Obligation Equipment Certificates of Indebtedness, Series 1989A, of the City of Golden Valley, Hennepin County, Minnesota, which includes the within Certificate, dated as of the date of initial delivery of and payment for the Certificates. (Facsimile Signature) City Manager (Facsimile Signature) Mayor 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. . . Custodian. . . (Cust) (Minor) under Uniform Transfers to Minors Act...... .... ............. (State) Additional abbreviations may also be used. Resolution 89-49 - Continued ASSIGNMENT September 5, 1989 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 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 premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of SIGNATURE GUARANTEE: the within Certificate in every particular, without alteration, enlargement or any change whatsoever. Signatures must be guaranteed by a commercial 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 NUMBER OF ASSIGNEE: Section 3. Series 1989A Equipment Certificate Sinking Fund. The Obligations to be issued shall be payable from a separate Series 1989A Equipment Certificate Sinking Fund (the Fund) of the Issuer, which Fund the Issuer agrees 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 from moneys 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 $296,250, all taxes collected pursuant to Section 4 hereof, any excess Obligation proceeds remaining after acquisition of the equipment is complete and any other funds appropriated by the Council to the payment of the Obligations. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Obligations as the 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% 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 are to be levied and collected in the following years and amounts: Levy Collection Year Year Amount 1989 1990 $130,200 1990 1991 117,600 1991 1992 111,300 Resolution 89-49 - Continued September 5, 1989 The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid, provided that the Issuer reserves the right and power 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 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 discharges 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 obligations 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 provisions of law now or hereafter authorizing and regulating such action, by depositing 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 deposited, 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 the redemption date. Section 6. Registration 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 the tax required by law has been levied. Section 7. Authentication of Transcript. The officers of the Issuer and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser, and to Dorsey & 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 certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. 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 which 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 (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 subject to taxation under the Code, including, without limitation, compliance 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. Resolution 89-49 - Continued September 5, 1989 (b) The Mayor 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 certificate 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 meaning of Section 141 of the Code, that 95% or more of the net proceeds of the obligations are to be used for local governmental activities of the Issuer, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by or on behalf of the Issuer and all subordinate entities thereof during the year 1989 is 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 requirements 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 anticipated amount of qualified "tax-exempt 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 thereof during calendar year 1989 does not exceed $10,000,000. Section 11. Official Statement. The Official Statement relating to the Obligations, dated August 22, 1989, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Mary E. Berson, Mayor ATTEST: Shirley JW Nelson, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Johnson 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.