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92-040 - 06-02 Authorize $300,000 Equipment Indebtedness Series 1992BResolution 92-40 June 2, 1992 Member Thompson 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 1992B 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 its Resolution No. 92-34 adopted May 5, 1992, authorized the issuance and sale of $300,000 General Obligation Equipment Certificates of Indebtedness, Series 1992B (the Obligations) of the Issuer to finance the costs of acquiring certain items of capital equipment as described in Resolution No. 92-34. (b) Sealed bids presented in conformity with the Terms of Proposal have been received and considered in accordance with Resolution No. 92-34. The most favorable bid received is that of Dougherty, Dawkins, Strand & Bigelow, Incorporated of Minneapolis, Minnesota and associates (the Purchaser), to purchase the Obligations at a price of $298,485 plus accrued interest on all Bonds 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 City 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 deposit of the Purchaser shall be retained by the Issuer until the Obligations have been delivered, and shall be deducted from the purchase price paid at settlement. Section 2. Bond 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, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Obligations, to provide security therefor and to issue the Obligations forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Obligations shall be originally dated as of July 1, 1992, shall be in denomina- tions of $5,000 or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, without option of prior payment, and shall bear interest from date of issue until paid at the annual rates set forth opposite such years and amounts, as follows: Resolution 92-40 - Continued June 2, 1992 (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. (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 person in whose name any Obligation is at any time registered in the bond register as the absolute owner of the Obligation, whether the Obligation shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Obligation and for all other purposes; and all payments made to any 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 sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Obligations (except for an exchange upon a partial redemption of an Obligation), 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 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 a Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the 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. (i) Authenticating Agent. The Registrar is hereby designated authen- ticating agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. Resolution 92-40 - Continued June 2, 1992 2.07. 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 the City Manager, provided that the 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 delivery of any Obligation, such signature or facsimile shall nevertheless be valid and suf- ficient for all purposes, the same as if he had remained in office until deli- very. 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 the 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 authen- tication on each Obligation shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Obligations 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. 2.08. Form of Obligations. The Obligations shall be prepared in substan- tially 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 1992B Interest Rate Maturity Date Date of Original Issue CUSIP July 1, 1992 REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the City of Golden Valley, County of Hennepin, 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 spe- cified above, without option of prior payment, and to pay 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, 1993, to the person in whose name this Obligation 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 , in , as Registrar and Resolution 92-40 - Continued June 2, 1992 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 Obligation are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. This Obligation 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, County of Hennepin, Minnesota, by its City Council, has caused this Obligation to be executed on its behalf by the printed facsimile signatures of its Mayor and City Manager, and has caused this Obligation to be dated as of the date set forth below. Date of Authentication: CITY OF GOLDEN VALLEY, MINNESOTA (facsimile signature) (facsimile signature) City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Obligations delivered pursuant to the Resolution men- tioned within. By as Registrar Authorized Representative [Reverse of the Obligations] This Obligation 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 June 2, 1992 (the Resolution), to finance the costs of 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 Obligations are issuable only in fully registered form, 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 Obligation 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 Resolution 92-40 - Continued June 2, 1992 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 Obligations of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Obligation or Obligations 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 Obligations have been designated as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986. The Issuer and the Registrar may deem and treat the person in whose name this Obligation is registered as the absolute owner hereof, whether this Obligation 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 Obligation 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 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 five percent in excess of the principal of and interest on the Obligations when due, and has appropriated such taxes to its Series 1992B Equipment Certificate Sinking Fund for 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 Obligation, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and deli- very, 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 Obligation, 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 Obligations of the City of Golden Valley, County of Hennepin, Minnesota, which includes the within Obligation, dated as of the date of original delivery of and payment for the Obligations. (facsimile signature) _ (facsimile signature) City Manager Mayor Resolution 92-40 - Continued June 2, 1992 The following abbreviations, when used in the inscription on the face of this Obligation, 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 under Uniform Transfers to Minors Act.. State TEN ENT - as tenants by entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common 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 Obligation and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Obligation on the books kept for registration of the within Obligation, with full power of substitution in the premises. Dated: NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Obligation in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Signature(s) 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 1992B Equipment Certificate Sinking Fund. So long as any of the Obligations 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 1992B Equipment Certificate Sinking Fund (the Sinking Fund), and the principal of and interest on the Obligations shall be payable from the Sinking Fund. The Issuer irrevocably appropriates to the Sinking Fund (a) any amount in excess of $298,050 received from the Purchaser; (b) all taxes levied and collected in accordance with this Resolution; and (c) all other moneys as shall be appropriated by the City 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 Obligations 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 Resolution 92-40 - Continued June 2, 1992 the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated defi- ciency, which levy is not subject to any constitutional or statutory limitation. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal 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% 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 1992 1993 $125,449 1993 1994 113,925 1994 1995 109,620 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 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 provisions of law now or hereafter authorizing and regulating such action, by depositing irrevo- cably in escrow, with a bank qualified by law as an escrow agent for this pur- pose, 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 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 from the Auditor a certificate that the Obligations have been duly entered upon the Auditor's bond register and the taxes required by law for the payment of the Obligations have been levied. Section 7. Authentication of Transcript. The officers of the Issuer and the 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 Obligations and such other affidavits, cer- tificates and information as may be required to show the facts relating to the Resolution 92-40 - Continued June 2, 1992 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. Official Statement. The Official Statement relating to the Obligations, dated May 19, 1992, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and 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. Section 9. Tax Covenant; Arbitrage Certificate. The Issuer covenants and agrees with the registered owners from time to time of the Obligations 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 Obligations to become subject to taxation under the Internal Revenue Code of 1986 (the Code) and regulations issued thereunder, 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 insure 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 Obligations. The Mayor and City 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 accordance with the provisions of Section 148 of the Code, and applicable Treasury Regulations, stating that on the basis of facts, estimates and circum- stances in existence on the date of issue and delivery of the Obligations, it is reasonably expected that the proceeds of the Obligations will not be used in a manner that would cause the Obligations to be arbitrage bonds within the meaning of the Code and applicable Treasury Regulations. Section 10. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general taxing powers, that the Obligations are not "private activity bonds" 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 the Issuer and all subordinate entities thereof during the year 1992 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(D) 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. The City Council hereby designates the Obligations as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for 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 the Issuer and all subordinate entities during calendar year 1992 does not exceed $10,000,000. Resolution 92-40 - Continued Attest: Shirley J is n, City Clerk June 2, 1992 The motion for the adoption of the foregoing resolution was seconded by Member Stockman, and upon a vote being taken thereon, the following voted in favor thereof: Bakken, Johnson, Stockman and Thompson; the following was absent: Russell; and the following voted against the same: none; whereupon said resolu- tion was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk.