95-081 - 12-05 - Authorizing Issuance of $325,000 General Obligation Certificates Series 1995B CERTIFICATION OF MINUTES RELATING TO
$325,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 1995B
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of ineeting: A regular meeting held December 5, 1995, at
6:30 o'clock P.M., at the City Hall, Golden Valley, Minnesota.
Members present: Tremere, Russell, Johnson, Micks and Thompson
Members absent: NonP
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 95-81
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 1995B
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referred to in the title of this certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal custody, from
which they have been transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this �ay of
December, 1995.
City
It was reported that 10 sealed proposals for the purchase of $325,000
General Obligation Equipment Certificates of Indebtedness, Series 1995B were
received prior to 12:00 noon, pursuant to the Official Statement distributed to
potential purchasers of the Obligations by Springsted Incorporated, financial
consultants to the Issuer. The proposals have been publicly opened, read and
tabulated and were found to be as follows:
See Attached
85 E.SEVENTH PLACE,SL[ITE 100
� SA[NT PAUL,MN 55101-2143
612-223-3000 FAX:612-223-3002
��
SPRINGSTED
Pubu�Fin�ce Advisors
$325,000
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 19956
AWARD: FBS INVESTMENT SERVICES, INC.
'1LE: December 5, 1995 Moody's Rating: Aa1
interest Net Interest True Interest
Bidder Rates Price Cost Rate
FBS INVESTMENT SERVICES, INC. 3.75% 1997 $323,781.25 $29,336.25 4.084%
3.85% 1998
4.00% 1999
MILLER 8�SCHROEDER FINANCIAL, INC. 3.80% 1997 $323,700.00 $29,595.00 4.1212%
3.90% 1998
4.00% 1999
UMB BANK, N.A. 3.85% 1997 $323,839.75 $29,632.75 4.1255%
3.95% 1998
4.00% 1999
JURAN 8� MOODY, INCORPORATED 3.70% 1997 $323,375.00 $29,684.17 4.1360%
3.85% 1998
4.00% 1999
NORWEST INVESTMENT SERVICES, INC. 3.80% 1997 $323,537.50 $29,757.50 4.1453%
3.90% 1998
4.00% 1999
-IOHN G. KINNARD &COMPANY 3.80% 1997 $323,505.00 $29,790.00 4.1501%
INCORPORATED 3.90% 1998
4.00% 1999
(Continued)
SAINT PAUL,MN • MINNEAPOLIS,MN • BROOKFIELD,WI � OVERLAND PARK,KS • WASHINGTON,DC • IOWA CITY,IA
Interest Net Interest True Interest �
Bidder Rates Price Cost Rate
DAIN BOSWORTH INCORPORATED 3.80% 1997 $323,500.13 $29,794.88 4.1508%
3.90% 1998
4.00% 1999
HARRIS TRUST&SAVINGS BANK 3.80% 1997 $323,391.25 $29,903.75 4.1669%
Country Club Bank 3.90% 1998
Josephthal, Lyon & Ross, Inc. 4.00% 1999
CRONIN &COMPANY, INCORPORATED 3.80% 1997 $323,378.25 $29,916.75 4.1688%
SMITH BARNEY 3.90% 1998
4.00% 1999
PIPER JAFFRAY INC. 3.90% 1997 $323,700.00 $30,314.17 4.221%
4.00% 1998
4.10% 1999
These Certificates are being reoffered at par.
BBI: 5.54%
Average Maturity: 2.21 Years
Councilmember Russell introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember Micks •
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 1995B
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 duly adopted
November 14, 1995, authorized the issuance and sale of $325,000 General Obligation
Equipment Certificates of Indebtedness, Series 1995B (the Obligations) of the Issuer
to finance the costs of acquiring certain items of capital equipment.
1.02. Sale. Pursuant to the Terms of Proposal and the Official
Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed
proposals fcr the purchase of the Obligations were received at or before the time
specified for receipt of proposals. The proposals have been opened, publicly read
and considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal
received 1S that Of FBS Investment Services. Inc.
lri Minneapolis Minnesota and associates (the
Purchaser), to purchase the Obligations at a price of $323, �s1.25 plus 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. Obligation Terms; Registration; Execution and Deliver�.
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 Pa�ment. The
Obligations shall be originally dated as of December 1, 1995, shall be in
denominations 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
1997 $100,000 3.7 5%
1998 110,000 3.s5
1999 115,000 4.00
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 Pa�ment Dates. Each Obligation shall bear a
date of original issue of December 1, 1995. 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 August 1, 1996, 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. Redem�tion. The Obligations shall not be subject to prepayment
prior to their stated maturities.
2.05. A��ointment 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 predecessor Registrar shall deliver all cash and Obligations in its
-2-
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) Re ister. 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 owne�- 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 Obli at� ions. 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 canceled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Im�ro�er 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
-3-
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 an
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 canceled 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
authenticating agent for the Obligations, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision l, as amended.
2.07. Execution, Authentication and Deliverv. 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 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 the Obligation has been duly executed by the manual signature of
-4-
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 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. Securities De�ositor�. (a) For purposes of this section the
following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to an
Obligation, the person in whose name such Obligation is recorded as the beneficial
owner of such Obligation by a Participant on the records of such Participant, or such
person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Obligations.
"DTC" shall mean The Depository Trust Company of New York, New
York.
"Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Obligations as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant
to which the sender agrees to comply with DTC's Operational Arrangements.
(b) The Obligations shall be initially issued as separately authenticated
fully registered obligations, and one Obligation shall be issued in the principal
amount of each stated maturity of the Obligations. Upon initial issuance, the
ownership of such Obligations shall be registered in the bond register in the name of
Cede & Co., as nominee of DTC. The Registrar and the Issuer may treat DTC (or its
nominee) as the sole and exclusive owner of the Obligations registered in its name
for the purposes of payment of the principal of or interest on the Obligations,
selecting the Obligations or portions thereof to be redeemed, if any, giving any
notice permitted or required to be given to registered owners of Obligations under
this resolution, registering the transfer of Obligations, and for all other purposes
whatsoever; and neither the Registrar nor the Issuer shall be affected by any notice
to the contrary. Neither the Registrar nor the Issuer shall have any responsibility or
obligation to any Participant, any person claiming a beneficial ownership interest in
the Obligations under or through DTC or any Participant, or any other person which
is not shown on the bond register as being a registered owner of any Obligations,
-5-
with respect to the accuracy of any records maintained by DTC or any Participant,
with respect to the payment by DTC or any Participant of any amount with respect to
the principal of or interest on the Obligations, with respect to any notice which is
permitted or required to be given to owners of Obligations under this resolution,
with respect to the selection by DTC or any Participant of any person to receive
payment in the event of a partial redemption of the Obligations, or with respect to
any consent given or other action taken by DTC as registered owner of the
Obligations. So long as any Obligation is registered in the name of Cede & Co., as
nominee of DTC, the Registrar shall pay all principal of and interest on such
Obligation, and shall give all notices with respect to such Obligation, only to Cede &
Co. in accordance with DTCs Operational Arrangements, and all such payments
shall be valid and effective to fully satisfy and discharge the Issuer's obligations with
respect to the principal of and interest on the Obligations to the extent of the sum or
sums so paid. No person other than DTC shall receive an authenticated Obligation
for each separate stated maturity evidencing the obligation of the Issuer to make
payments of principal and interest. Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., the Obligations will be transferable to such new nominee in
accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of
the Beneficial Owners that they be able to obtain Obligations in the form of bond
certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall
notify the Participants of the availability through DTC of Obligations in the form of
certificates. In such event, the Obligations will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue providing its services with
respect to the Obligations at any time by giving notice to the Issuer and the Registrar
and discharging its responsibilities with respect thereto under applicable law. In
such event the Obligations will be transferable in accordance with paragraph (e)
hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor or Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Obligations is
permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be
accomplished upon receipt by the Registrar of the Obligations to be transferred or
exchanged and appropriate instruments of transfer to the permitted transferee in
accordance with the provisions of this resolution. In the event Obligations in the
form of certificates are issued to owners other than Cede & Co., its successor as
nominee for DTC as owner of all the Obligations, or another securities depository as
owner of all the Obligations, the provisions of this resolution shall also apply to all
matters relating thereto, including, without limitation, the printing of such
-6-
Obligations in the form of bond certificates and the method of payment of principal
of and interest on such Obligations in the form of bond certificates.
2.09. Form of Oblig,ations. The Obligations shall be prepared in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS,
SERIES 1995B
Interest Rate Maturity Date Date of Original Issue CUSIP No.
December 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT:
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 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, commencing
August l, 1996, 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 , 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, credif and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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
December 5, 1995 (the Resolution), to finance the costs of acquisition of capital
equipment, and is issued pursuant to and in full conformity with the Constitution
-7-
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.
The Obligations have been designated by the Issuer 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 General Obligation
Equipment Certificates of Indebtedness, Series 1995B 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; 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
-8-
indebtedness and that the opinion printed hereon is a full, true and correct copy of
the legal opinion given by Bond Counsel with reference to the Obligations, dated as
. of the date of original delivery of the Obligations.
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 facsimile signatures of the 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 - Cit� Manager,� (facsimile si�nature - Mayor�
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution
mentioned within.
. as Registrar
By
Authorized Representative
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)
under Uniform Transfers to Minors Act ...... (State)
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used.
-9-
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 an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the Registrar in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
-10-
Section 3. General Obligation E�ui�ment Certificates of Indebtedness
Series 1995B Sinkin�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 1995B
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 ta 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 deficiency, 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 princ�pal 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:
Lev� Years Collection Years Amount
1995 1996 $120,417
1996 1997 124, 777
1997 1998 125,580
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
-11-
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 and interest to become due thereon to maturity.
Section 6. Tax Covenants and Arbitrage Certifications.
6.01. Registration of Obligations and Lev� 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 Transcrint. 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 P.L.L.P., 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 November 20, 1995, 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 7. Tax Covenants; Arbitrage Matters; Reimbursement and
Continuing Disclosure.
7.01. General Tax Covenant. 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 actions that would
cause interest on the Obligations to become includable in gross income of the
recipient under 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 includable in gross income of the recipient under
the Code and the Regulations.
-12- .
In particular, the Issuer covenants and agrees that all proceeds of the
Obligations will be expended solely for the payment of the costs of acquisition and
installation of capital equipment to be owned and maintained by the Issuer and used
in the Issuer's general governmental operations. The Issuer shall not enter into any
lease, use or other agreement with any non-governmental person relating to the use
of the equipment or security for the payment of the Obligations which might cause
the Obligations to be considered "private activity bonds" or "private loan bonds"
pursuant to Section 141 of the Internal Revenue Code of 1986 (the Code).
7.02. Certification. The Mayor and 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 Regulations, stating the facts, estimates and circumstances in existence on
the date of issue and delivery 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. Arbitrage Rebate Exem�tion. 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 the Issuer and all subordinate entities thereof during the year 1995
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.
7.04. �ualified Tax-Exem�t Obligations. The City Council hereby
designates the Obligations as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Gode 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 1995 does not exceed $10,000,000.
9.05. Reimbursement. The Issuer certifies that the proceeds of the
Obligations will not be used by the Issuer to reimburse itself for any expenditure
with respect to the equipment which the Issuer paid or will have paid more than 60
days prior to the issuance of the Obligations unless, with respect to such prior
expenditures, the Issuer shall have made a declaration of official intent which
complies with the provisions of Section 1.150-2 of the Regulations; provided that
-13-
this certification shall not apply (i) with respect to certain de minimis expenditures,
if any, with respect to the equipment meeting the requirements of Section 1.150-
2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the
equipment as defined in Section 1.150-2(f)(2) of the Regulations which in the
aggregate do not exceed 20% of the "issue price" of the Obligations.
9.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To
provide for the public availability of certain information relating to the Obligations
and the security therefor and to permit the Purchaser and other participating
underwriters in the primary offering of the Obligations to comply with
amendments to Rule 15c2-12 promulgated by the Securities and Exchange
Commission (the SEC) under the Securities Exchange Act of 1934 (17 C.F.R. �
240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time
to time, the Rule), which will enhance the marketability of the Obligations, the
Issuer hereby makes the following covenants and agreements for the benefit of the
Owners (as hereinafter defined) from time to time of the Outstanding Obligations.
The Issuer is the only obligated person in respect of the Obligations within the
meaning of the Rule for purposes of identifying the entities in respect of which
continuing disclosure must be made.
If the Issuer fails to comply with any provisions of this section, any person
aggrieved thereby, including the Owners of any Outstanding Obligations, may take
whatever action at law or in equity may appear necessary or appropriate to enforce
performance and observance of any agreement or covenant contained in this
section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any
default hereunder to the extent permitted by law. Notwithstanding anything to the
contrary contained herein, in no event shall a default under this section constitute a
default under the Obligations or under any other provision of this resolution.
As used in this section, Owner or Obligationowner means, in respect of an
Obligation, the registered owner or owners thereof appearing in the bond register
maintained by the Registrar or any Beneficial Owner (as hereinafter defined)
thereof, if such Beneficial Owner provides to the Registrar evidence of such
beneficial ownership in form and substance reasonably satisfactory to the Registrar.
As used herein, Beneficial Owner means, in respect of an Obligation, any person or
entity which (i) has the power, directly or indirectly, to vote or consent with respect
to, or to dispose of ownership of, such Obligation (including persons or entities
holding Obligations through nominees, depositories or other intermediaries), or (b)
is treated as the owner of the Obligation for federal income tax purposes.
(b) Information To Be Disclosed. The Issuer will provide, in the manner set
forth in subsection (c) hereot, either directly or indirectly through an agent
designated by the Issuer, the following information at the following times:
-14-
(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending December 31, 1996, the following
financial information and operating data in respect of the Issuer (the
Disclosure Information):
(A) the audited financial statements of the Issuer for such fiscal
year, containing balance sheets as of the end of such fiscal year and a
statement of operations, changes in fund balances and cash flows for
the fiscal year then ended, showing in comparative form such figures
for the preceding fiscal year of the Issuer, prepared in accordance with
generally accepted accounting principles promulgated by the Financial
Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided
under Minnesota law, as in effect from time to time, or, if and to the
extent such financial statements have not been prepared in accordance
with such generally accepted accounting principles for reasons beyond
the reasonable control of the Issuer, noting the discrepancies therefrom
and the effect thereof, and certified as to accuracy and completeness in
all material respects by the fiscal officer of the Issuer; and
(B) To the extent not included in the financial statements
referred to in paragraph (A) hereof, the information for such fiscal year
or for the period most recently available of the type contained in the
Official Statement: City Property Values; Ten of the Largest Taxpayers
in the City; Legal Debt Margin; Direct and Indirect Debt; Debt Ratios;
Tax Capacity Rates; Tax Levies and Collections for the City; Funds on
Hand; City Investments; Most recent population estimate; Major
Employers; Labor Force Data; and Summary of Current General Fund
Budget, which information may be unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements are
not available by the date specified, the Issuer shall provide on or before such date
unaudited financial statements in the format required for the audited financial
statements as part of the Disclosure Information and, within 10 days after the receipt
thereof, the Issuer shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if
it is updateci as required hereby, from other documents, including official
statements, which have been submitted to each of the repositories hereinafter
referred to under subsection (b) or the SEC. It the document incorporated by
reference is a final official statement, it must be available from the Municipal
-15-
e•
Securities Rulemaking Board. The Issuer shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because
the operations of the Issuer have materially changed or been discontinued, such
Disclosure Information need no longer be provided if the Issuer includes in the
Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other Issuer operations in respect of which data is
not included in the Disclosure Information and the Issuer determines that certain
specified data regarding such replacement operations would be a Material Fact (as
defined in paragraph (2) hereof), then, from and after such determination, the
Disclosure Information shall include such additional specified data regarding the
replacement operations.
If the Disclosure Information is changed or this section is amended as
permitted by this paragraph (b)(1) or subsection (d), then the Issuer shall include in
the next Disclosure Information to be delivered hereunder, to the extent necessary,
an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
(2) In a timely manner, notice of the occurrence of any of the following
events which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting
financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting
financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to
perform;
(F) Adverse tax opinions or events affecting the tax-exempt
status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment
of the securities; and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood
exists that a reasonably prudent investor would attach importance thereto in
deciding to buy, hold or sell an Obligation or, if not disclosed, would significantly
alter the total information otherwise available to an investor from the Official
-16-
Statement, information disclosed hereunder or information generally available to
the public. Notwithstanding the foregoing sentence, a Material Fact is also an event
that would be deemed material for purposes of the purchase, holding or sale of an
Obligation within the meaning of applicable federal securities laws, as interpreted at
the time of discovery of the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following
events or conditions:
(A) the failure of the Issuer to provide the Disclosure
Information required under paragraph (b)(1) at the time specified
thereunder;
(B) the amendment or supplementing of this section pursuant
to subsection (d), together with a copy of such amendment or
supplement and any explanation provided by the Issuer under
subsection (d)(2);
(C) the termination of the obligations of the Issuer under this
section pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which
the financial statements constituting a portion of the Disclosure
Information are prepared; and
(E) any change in the fiscal year of the Issuer.
(c) Manner of Disclosure. The Issuer agrees to make available the
information described in subsection (b) to the following entities by telecopy,
overnight delivery, mail or other means, as appropriate:
(1) the information described in paragraph (1) of subsection (b), to each
then nationally recognized municipal securities information repository
under the Rule and to any state information depository then designated or
operated by the State of Minnesota as contemplated by the Rule (the State
Depository), if any;
(2) the information described in paragraphs (2) and (3) of subsection (b),
to the Municipal Securities Rulemaking Board and to the State Depository, if
any; and
(3) the information described in subsection (b), to any rating agency
then maintaining a rating of the Obligations and, at the expense of such
Obligationowner, to any Obligationowner who requests in writing such
-17-
.�
information, at the time of transmission under paragraphs (1) or (2) of this
subsection (c), as the case may be, or, if such information is transmitted with a
subsequent time of release, at the time such information is to be released.
(d) Term; Amendments; Inter�retation.
(1) The covenants of the Issuer in this section shall remain in effect so
long as any Obligations are Outstanding. Notwithstanding the preceding
sentence, however, the obligations of the Issuer under this section shall
terminate and be without further effect as of any date on which the Issuer
delivers to the Registrar an opinion of Bond Counsel to the effect that,
because of legislative action or final judicial or administrative actions or
proceedings, the failure of the Issuer to comply with the requirements of this
section will not cause participating underwriters in the primary offering of
the Obligations to be in violation of the Rule or other applicable requirements
of the Securities Exchange Act of 1934, as amended, or any statutes or laws
successory thereto or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure
Information) may be amended or supplemented by the Issuer from time to
time, without notice to (except as provided in paragraph (c)(3) hereof) or the
consent of the Owners of any Obligations, by a resolution of this Council filed
in the office of the recording officer of the Issuer accompanied by an opinion
of Bond Counsel, who may rely on certificates of the Issuer and others and the
opinion may be subject to customary qualifications, to the effect that: (i) such
amendment or supplement (a) is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the Issuer or the type of operations conducted
by the Issuer, or (b) is required by, or better complies with, the provisions of
paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented
would have complied with the requirements of paragraph �b)(5) of the Rule at
the time of the primary offering of the Obligations, giving effect to any change
in circumstances applicable under clause (i)(a) and assuming that the Rule as
in effect and interpreted at the time of the amendment or supplement was in
effect at the time of the primary offering; and (iii) such amendment or
supplement does not materially impair the interests of the Obligationowners
under the Rule.
If the Disclosure Infor.mation is so amended, the Issuer agrees to
provide, contemporaneously with the effectiveness of such amendment, an
explanation of the reasons for the amendment and the effect, if any, of the
change in the type of financial information or operating data being provided
hereunder.
-18-
f'
(3) This section is entered into to comply with the continuing
disclosure provisions of the Rule and should be construed so as to satisfy the
requirements of paragraph (b)(5) of the Rule.
Upon vote being taken upon the foregoing resolution, the following voted in favor
thereof: Tremere, Russell, Johnson, Micks and Thompson
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
-19-