90-58 - 09-04 Authorize $300,000 General Obligation Equipment Bonds Series 1990CResolution 90-58
September 4, 1990
Council Member Thompson introduced the following resolution and moved its adop-
tion:
RESOLUTION AUTHORIZING PRESCRIBING THE FORM AND DETAILS
AND PROVIDING FOR THE PAYMENT OF $300,000 GENERAL OBLIGATION
EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1990C
BE IT RESOLVED by the City Council of the City of Golden Valley,
Minnesota (the Issuer), as follows:
Section 1. Authorization and Sale.
(a) It is hereby determined to be in the best interests of the Issuer to
issue and sell $300,000 General Obligation Equipment Certificates of
Indebtedness, Series 1990C (the Certificates) the proceeds of which are to be
used to finance the costs of acquiring various items of capital equipment for
the Issuer.
(b) Notice of Sale of the Certificates has been published in accordance
with law, and the Issuer has opened and considered all bids received in confor-
mance with the Notice of Sale and the Official Terms of Offering for purchase of
the Certificates. A summary sheet of bids received is attached hereto. The
Issuer hereby awards sale of the Certificates to Marquette Bank Minneapolis,
N.A., of Minneapolis, Minnesota, and associates (the Purchaser) which has
offered to purchase the Certificates at a price of $298,830 plus accrued
interest on all Certificates to the day of delivery and payment, on the further
terms and conditions hereinafter set forth.
is (c) The Finance Director shall deposit the good faith check of the
Purchaser in accordance with the provisions of the Official Terms of Offering.
The checks of the unsuccessful bidders shall be returned forthwith. The Issuer
shall proceed forthwith to issue the Certificates in accordance with the terms
of this resolution.
Section 2. Certificate Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations and Payment The
Certificates shall be designated General Obligation Equipment Certificates of
Indebtedness, Series 1990C, shall be originally dated as of September 1, 1990,
shall be in the denomination of $5,000 each, or any integral multiple thereof,
of single maturities, shall mature on February 1 in the respective years and
amounts stated below, without option of prior redemption, and shall bear
interest from date of issue until paid at the annual rates set forth opposite
such years and amounts, as follows:
Year
Amount Interest Rate
I$100,500_7=.O.
1993
100,000 6.05
1994
100,000 6.10
The Certificates shall be issuable only in fully registered form. The interest
thereon and, upon surrender of each Certificate at the principal office of the
Registrar described herein, the principal amount thereof, shall be payable by
check or draft issued by the Registrar.
Resolution 90-58 - Continued September 4, 1990
2.02. Dates and Interest Payment Dates. Each Certificate shall be dated
as of the last interest payment date preceding the date of authentication to
which interest on the Certificate 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
Certificate shall be dated as of the date of authentication, or (ii) the date of
authentication is prior to August 1, 1991, in which case such Certificate shall
be dated as of September 1, 1990. The interest on the Certificates shall be
payable on February 1 and August 1 in each year, commencing August 1, 1991, 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. Appointment of Initial Registrar The Issuer hereby appoints
Norwest Bank Minnesota, N.A., inneapo lis, Minnesota, as the initial
registrar, transfer agent and paying agent (the Registrar) for the Certificates.
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 rea-
sonable and customary charges of the Registrar for the services performed. The
Issuer reserves the right to remove the Registrar upon thirty days' notice and
upon the appointment of a successor Registrar, in which event the predecessor
Registrar shall deliver all cash and Certificates in its possession to the suc-
cessor Registrar and shall deliver the register to the successor Registrar.
2.04. Registration. The effect of registration and the rights and
duties of the Issuer and the Registrar with respect thereto shall be as follows:
is (a) Rem gister. The Registrar shall keep at its principal corporate trust
office a register in which the Registrar shall provide for the registration of
ownership of Certificates and the registration of transfers and exchanges of
Certificates entitled to be registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender for transfer of any
Certificate 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
Certificates 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 Certificates. Whenever any Certificates are surrendered
by the registered owner for exchange the Registrar shall authenticate and
deliver one or more new Certificates of a like aggregate principal amount and
maturity, as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. All Certificates surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed of
as directed by the Issuer.
Resolution 90-58 - Continued
September 4, 1990
authenticated and delivered under this Resolution. When the Certificates have
been prepared, executed and authenticated, the Finance Director shall deliver
them to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore executed, and the Purchaser shall not be obligated
to see to the application of the purchase price.
2.06. Form of Certificates. The Certificates shall be prepared in
substantially the followingform:
[Face of the Certificates]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS
SERIES 1990C
Date of
Rate Maturity Original Issue CUSIP
September 1, 1990
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL PERSONS BY THESE PRESENTS that the City of Golden Valley, a
duly organized and existing municipal corporation of Hennepin County, Minnesota
(the Issuer), acknowledges itself to be indebted and for value received hereby
promises to pay to the registered owner specified above, or registered assigns,
the principal sum specified above on the maturity date specified above, without
option of prior redemption, 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, 1991, 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 presen-
tation 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 Registrar 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, credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
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 hereon 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.
•
Resolution 90-58 - Continued September 4, 1990
IN WITNESS WHEREOF, the City of Golden Valley, Minnesota, by its City
Council, has caused this Certificate to be executed on its behalf by the fac-
. simile signatures of the Mayor and City Manager and has caused this Certificate
to be dated as of the date set forth below.
Dated:
Attest: (facsimile)
City manager
CITY OF GOLDEN VALLEY,
MINNESOTA
CERTIFICATE OF AUTHENTICATION
(facsimile)
Mayor
This is one of the Certificates delivered pursuant to the Resolution
mentioned within.
as Registrar
By
Authorized Representative
EReverse of the Certificates]
This Certificate is one of an issue in the aggregate principal amount
of $300,000, all of like date and tenor, except as to maturity date, interest
rate and denomination, issued pursuant to a resolution adopted by the City
Council on September 4, 1990 (the Resolution), to finance the acquisition of
items 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, Chapter 475 and Section 412.301. The Certificates
of this issue are issuable only as fully registered Certificates, in denomina-
tions of $5,000 or any integral multiple thereof, of single maturities.
Certificates of this issue have been designated as "qualified tax-exempt
obligations" pursuant to 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 govern-
mental charge required to be paid with respect to such transfer or exchange.
Resolution 90-58 - Continued
September 4, 1990
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 City Council has by the Resolution covenanted and agreed
to levy 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 the principal
and interest; that if necessary for payment of the principal and interest, addi-
tional 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, together with all other indebtedness of the Issuer outstanding
on the date hereof and on the date of its actual issuance and delivery, 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 Certificates of the City of
Golden Valley, Hennepin County, Minnesota, which includes the within
Certificate, dated as of the date of original delivery of and payment for the
Certificates.
(Facsimile Signature) (Facsimile Signature)
City Manager 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 UTMA as Custodian for
in common Cust Minor
TEN ENT - as tenants
by entireties
JT TEN - as joint tenants
with right of
survivorship and
• not as tenants in
common
under Uniform Transfers
to Minors
Act ......................................
(State)
Additional abbreviations may also be used though not in the above list.
Resolution 90-58 - Continued September 4, 1990
ASSIGNMENT
• For value received, the undersigned hereby sells, assigns and transfers
unto the Certificate and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the Certificate on the books kept for registration of the
Certificate, 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 Certificate in every particular,
without alteration or enlargement or
any change whatsoever.
Signature Guaranteed:
Signature(s) must be guarantee
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 NUMBER OF
ASSIGNEE:
Section 3. Series 1990C E ui ment Certificate Sinking Fund. So long as
any of the Certificates are outstanding and any principal of or interest thereon
unpaid, the Finance Director shall maintain a separate debt service fund on the
official books and records of the Issuer to be known as the Series 1990C
Equipment Certificate Sinking Fund (the Sinking Fund) and the principal of and
interest on the Certificates shall be payable from the Sinking Fund. The Issuer
irrevocably appropriates to the Sinking Fund (a) any amount in excess of
$297,000 received from the Purchaser; (b) all taxes levied and collected in
accordance with this Resolution; (c) any excess Certificate proceeds remaining
after acquisition of the capital equipment; and (d) all other moneys as shall be
appropriated by the Issuer Council to the Sinking Fund from time to time. If
the balance in the Sinking Fund is at any time insufficient to pay all interest
and principal then due on all Certificates payable therefrom, the payment shall
be made from any fund of the Issuer which is available for that purpose, subject
to reimbursement from the Sinking Fund when the balance therein is sufficient,
and the City Council covenants and agrees that it will each year levy a suf-
ficient amount to take care of any accumulated or anticipated deficiency, which
levy is not subject to any constitutional or statutory tax limitation.
Resolution 90-58 - Continued September 4, 1990
Section 4. Pledge of Taxin Powers. For the prompt and full payment of
the principal of and interest on the Certificates 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% in excess of the amounts needed to meet when due the
principal and interest payments on the Certificates, 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
61991— $ 9
1991 1992 117,758
1992 1993 111,405
0
•
The taxes shall be irrepealable as long as any of the Certificates 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 Certificates have been discharged
as provided in this section, all pledges, covenants and other rights granted by
this Resolution to the registered owners of the Certificates shall cease. The
Issuer may discharge its obligations with respect to any Certificates 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 Certificate 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 Certificates, 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 and interest to become due thereon to maturity.
Section 6. Registration of Certificates. The Manager 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 from the Auditor a certificate that the
Certificates have been duly entered upon the Auditor's bond register and the tax
required by law has been levied.
Section 7. Authentication of Transcript. The officers of the Issuer and
County Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies of all pro-
ceedings and records relating to the Certificates and such other affidavits,
certificates and information as may be required to show the facts relating to
the legality and marketability of the Certificates, 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 here-
tofore furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Resolution 90-58 - Continued
September 4, 1990
Section 8. Official Statement. The Official Statement relating to the
Certificates, dated August , prepared and delivered on behalf of the
Issuer by Springsted Incorporated is hereby approved, and the officers of the
40 Issuer are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency thereof.
Section 9. Tax Covenant. (a) The Issuer covenants and agrees with the
registered owners from time to time of the Certificates herein authorized, 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 Certificates to
become includible in federal gross income under the Internal Revenue Code of
1986, as amended (the Code) and regulations issued thereunder (the Regulations),
in effect at the time of such action, and that it will take, or it will cause
its officers, employees or agents to take, all affirmative actions within its
powers which may be necessary to ensure that such interest will not become
includible in federal gross income under the Code and Regulations, as presently
existing or as hereafter amended and made applicable to the Certificates. It is
hereby certified that the capital equipment financed from the proceeds of the
Certificates will be owned and operated by the Issuer and used in its municipal
operations. The Issuer will not enter into any lease or other agreement
respecting the capital equipment which would cause the Certificates to be con-
sidered "private activity bonds" or "private loan bonds" pursuant to Section 141
of the Code.
(b) The Mayor and the Manager being the officers of the Issuer charged
with the responsibility for issuing the Certificates pursuant to this
Resolution, are authorized and directed to execute and deliver to the Purchaser
a certificate in accordance with the provisions of Section 148 of the Code, and
• Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations, stating that on the
basis of facts, estimates and circumstances in existence on the date of issue
and delivery of the Certificates, it is reasonably expected that the proceeds of
the Certificates will not be used in a manner that would cause the Certificates
to be "arbitrage bonds" within the meaning of the Code and the applicable regu-
lations.
Section 10. Arbitrage Rebate Exemption. It is hereby found that the
Issuer has general taxing powers, that no Certificate is a "private activity
bond" within the meaning of Section 141 of the Code, that 95% or more of the
net proceeds of the Certificates are to be used for the local governmental acti-
vities of the Issuer and the aggregate face amount of tax-exempt obligations
(other than "private activity bonds") issued by or on behalf of the Issuer and
all subordinate entities for calendar year 1990 is not reasonably expected to
exceed $5,000,000. Therefore, pursuant to 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 11. Qualified Tax -Exempt Obligations. In order to enhance the
marketability of the Certificates, and since the Issuer and all subordinate
entities do not reasonably expect to issue in excess of $10,000,000 of govern-
mental or qualified 501(c)(3) obligations during calendar year 1990, the
Certificates are hereby designated as "Qualified Tax Exempt Obligations"
pursuant to Section 265(b) of the Code.
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Resolution 90-58 - Continued
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ATTEST:
10 VWPM���
010i,
uNelson, City Clerk
A PROVED:
R&v
Mary E OAnderson, Mayor
September 4, 1990
The motion for the adoption of the foregoing resolution was seconded by Member
Bakken and upon a vote being taken thereon, the following voted in favor there-
of: 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.
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