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94-46 - 05-03 Issue $325,000 General Obligation Equipment Series 1994DResolution 94-46 May 3, 1994 Member Johnson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $325,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1994D BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. Authorization. This Council, by Resolution No. 94-20 adopted March 22, 1 994, authorized the issuance and sale of $325,000 General Obligation Equipment Certificates of Indebtedness, Series 1994D (the Obligations) of the Issuer to finance the costs of acquiring certain items of capital equipment. 1.02. Sale. Sealed bids presented in conformity with the Terms of Proposal have been received and considered in accordance with Resolution No. 94- 20. The most favorable bid received is that of Cronin & Company, Incorporated in Minneapolis, Minnesota, (the Purchaser), to purchase the Obligations at a price of $323,530.00plus accrued interest on all Obligations to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. 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 June 1, 1994, shall be in denomi- nations 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: Year Amount Interest Rate 1996 $100,000 3.50% 1997 110,000 4.00 1998 115,000 4.30 Resolution 94-46 - Continued May 3, 1994 The Obligations shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Obligation at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein. 2.03. Dates and Interest Payment Dates. Each Obligation shall bear a date of original issue of June 1, 1994. Upon the initial delivery of the Obligations pursuant to Section 2.07, and upon any subsequent transfer or exchange pursuant to Section 2.06, 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 February 1, 1995, 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. Redemption. The Obligations shall not be subject to prepayment prior to their stated maturities. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints First Trust National Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar) for the Obligations. The Mayor and City 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 days' notice and upon the appointment of a successor Registrar, in which event the prede- cessor Registrar shall deliver all cash and Obligations in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.06. Registration. 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 exe- cuted 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. Resolution 94-46 - Continued May 3, 1994 (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 pre- sented 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 Destroved 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, 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 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 can- cellation 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 authenticating agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. Resolution 94-46 - Continued May 3, 1994 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 substantially the following form: EFace of the Obligations] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1994D Interest Rate REGISTERED OWNER: PRINCIPAL AMOUNT: Maturity Date Date of Original Issue CUSIP June 1, 1994 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 prin- cipal sum specified above on the maturity date specified 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, com- mencing February 1, 1995, to the person in whose name this Obligation is registered at the close of business on the fifteenth day (whether or not a busi- ness 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 Paying Agent the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such prin- cipal 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. Resolution 94-46 - Continued May 3, 1994 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 Issuer, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF GOLDEN VALLEY, MINNESOTA (Facsimile Signature City Manager) (Facsimile Signature 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 $325,000, 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 May 3, 1994 (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 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. Resolution 94-46 - Continued May 3, 1994 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 General Obligation Equipment Certificates of Indebtedness, Series 1994D 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 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 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 City Manager) (Facsimile Signature Mayor) 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 the applicable laws or regulations: TEN COM -- as tenants UTMA...............as Custodian for.......... in common (Cust) (Minor) TEN ENT as tenants under Uniform Transfers to Minors Act .... (State) -- by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. Resolution 94-46 - Continued ASSIGNMENT May 3, 1994 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Obligation 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 the within Obligation in every particular, without alteration or enlargement or any change whatsoever. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: Signature(s) must be guaranteed by an eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 3. General Obligation Equipment Certificates of Indebtedness, Series 1994D 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 General Obligation Equipment Certificates of Indebtedness, Series 1994D 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 $323,375 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 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: Resolution 94-46 - Continued Levy Years Collection Years Amount May 3, 1994 1994-1996 1995-1997 See attached Levy Computation 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 provi- sions of law 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 and interest to become due thereon to maturity. Section 6. Tax Covenants and Arbitrage Certifications. 6.01. Registration of Obligations and Levy of Taxes. The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and obtain a certificate that the Obligations have been duly entered upon the Auditor's bond register and the tax required by law has been levied. 6.02. 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, Bond Counsel, 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. 6.03. Official Statement. The Official Statement relating to the Obligations, dated April 18, 1994, 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. Resolution 94-46 - Continued May 3, 1994 Section 7. Tax Covenants and Arbitrage Matters. 7.01. Restrictive Action. The Issuer covenants and agrees with the registered owners 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 covenants to take any and all actions within its powers to ensure that the interest on the Obligations will not become inclu- dible in gross income of the recipient under the Code and the Regulations. The Issuer represents and covenants that the proceeds of the Obligations will be used to finance capital equipment to be owned and maintained by the Issuer and used for its governmental activities. So long as the Obligations are outstanding, the Issuer will not enter into any lease, use agreement or other agreement or contract respecting said equipment which would cause the Obligations to be considered "private activity bonds" or "private loan bonds" pursuant to the provisions of Section 141 of the Code. 7.02. Arbitrage Certification. 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 Section 1.148-2(b) of the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and deli- very of the Obligations which make it reasonable to expect 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 Regulations. 7.03. Rebate. The Issuer acknowledges that the Obligations are subject to the rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Obligations from gross income for federal income tax purposes. In furtherance of the foregoing, the Mayor and City Manager are hereby authorized and directed to execute a Rebate Certificate, in the form prescribed by Bond Counsel, and the Issuer hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. B1 it Tremere, a ATTEST: Shirley J6NQlsdn, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Thompson, and upon a vote being taken thereon, the following voted in favor thereof: Johnson, Micks, Russell, Thompson and Tremere; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk.