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HomeMy WebLinkAboutResolution - 86-318 - Relating to $1,00,000 Certificates of Indebtedness, Series 1986; Fixing the Form and Details and Providing for Execution and Delivery and Security - t CERTIFICATION OF MINUTES RELATING TO $ 1 , 000 , 000 CERTIFICATES OF INDEBTEDNESS , SERIES 1986 Issuer : City of Eden Prairie , Minnesota Governing body: City Council Kind, date , time and place of meeting : A regular meeting held on Tuesday, December 16 , 1986 , at 7:30 o ' clock P . M . , C .D . T . , at the City Hall . Members D r e s ent : Mayor Gary Peterson, Council Members: Paul Redpath Richard Anderson, George Bentley, Patricia Pidcock Members absent : None Documents attached : Minutes of said meeting ( including) : RESOLUTION NO. 86-318 RESOLUTION RELATING TO $1 , 000 , 000 CERTIFICATES OF INDEBTEDNESS , SERIES 1986 ; FIXING THE FORM... AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR I , the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations 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 the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the obligations ; and that the 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 given as required by law. WITNESS my hand officially as such recording officer this 17th day of December , 1986 . i ` John D . Frane % Finance Director-Clerk Councilmember Bentley introduced the following resolution and moved its adoption : RESOLUTION NO . _ RESOLUTION RELATING TO $1 , 000 , 000 CERTIFICATES OF INDEBTEDNESS , SERIES 1986 ; FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council ( the Council ) of. the City of Eden Prairie, Minnesota (the City) , as follows : Section 1 . Authorization . Pursuant to the authorization recited in a resolution of even date herewith entitled "Resolution Relating to $5 , 000 , 000 General Obligation Bonds and Certificates of Indebtedness ; Authorizing the Issuance and Awarding the Sale Thereof , " this Council hereby determines that it is necessary f to establish the form and terms of the issue of $1 , 000 , 000 Certificates of Indebtedness authorized therein ( the Certificates) , to provide security therefor and to issue the Certificates forthwith . Section 2 . Form of Certificates . The Certificates shall be prepared in substantially the following form: (Face of the Certificates ] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE CERTIFICATE OF INDEBTEDNESS , SERIES 1986 Date of Rate Maturity Original Issue CUSIP December 1 , 1986 REGISTERED OWNER : SEE REVERSE PRINCIPAL AMOUNT : FOR CERTAIN DEFINITIONS No . $ KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie , Hennepin County, Minnesota ( the City) , acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner identified above, or registered assigns , the principal sum specified above on the maturity date specified above , with interest thereon from the crate hereof at the annual rate specified above , payable on March 1 and September 1 in each year , commencing September 1 , 1987 , to the person in whose name this Certificate is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month . The interest hereon and, upon presentation and surrender hereof at maturity at the principal office of the Bond Registrar hereinafter designated , the principal hereof , are payable in lawful money of the United States of America by check or draft of American National Bank & Trust Company , in St. Paul Minnesota J. as Registrar , Transfer Agent and Paying Agent ( the Registrar ) , or its successor designated under the Resclution 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 City have been and are hereby irrevocably pledged . Additional provisions of this Certificate are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. -2- This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives . IN WITNESS WHEREOF, the City of Eden Prairie , Hennepin County, State of Minnesota, by its City Council , has caused this Certificate to be executed by the facsimile signatures of the Mayor and the City Manager and by a printed facsimile of the official seal of the City . Date of Authentication : (Facsimile Signature) (Facsimile Signature) City Manager Mayor (Facsimile Seal ) 't CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within . as Registrar By Authorized Representative [ Reverse of the Certificates ] This Certificate is one of an issue in the aggregate principal amount of $1 , 000 , 000 (the Certificates ) , issued pursuant to a resolution adopted by the City Council on December 16 , 1986 ( the Resolution ) to finance public safety and public works equipment purchases in the City, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes , Section 412 . 301 . The Certificates are issuable only as fully registered certificates of indebtedness , in denominations of $5 , 000 or any multiple thereof, of single maturities . -3- As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City at the principal office of the Registrar , by the registered owner hereof in person or by his 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 his attorney; and may also be surrendered in exchange for Certificates of other authorized denominations . Upon such transfer or exchange, the City will cause a new Certificate or Certificates to be issued in the name of the transferee or registered owner , of the same aggregate principal amount , bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange . The City and the Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof , whether this Certificate is overdue or not , for the purpose of receiving payment and for all other purposes , and neither the City nor the Registrar shall be affected by any notice to the contrary . s 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 precedent to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the City according to its terms have been done, do exist , have happened and have been performed in regular and due form as so required; that prior to the issuance hereof , the City has levied ad valorem taxes upon all taxable property within the City for the years and in the amounts required to produce sums not less than five percent in excess of the principal of and interest on the Certificates as such principal and interest respectively become due , and has appropriated the same to the sinking fund in the manner specified in Minnesota Statutes , Section 475 . 61 ; that , in the event of any accumulated or anticipated deficiency in the sinking fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Certificate does not cause the indebtedness of the City to exceed any constitutional or statutory limitation . -4-- The following abbreviations , when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to the applicable laws or regulations : TEN COM -- as tenants UNIF GIFT MIN ACT . . . . . Custodian . . . . . in common (Cust ) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to JT TEN -- as ioint tenants Minors with right of survivorship and Act . . . . . . . . . . . . . . . . . . . . . . not as tenants in ( State ) common Additional abbreviations may also be used . We certify that the above is a full , true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Certificates of the City of Eden Prairie, Minnesota , which includes the within Certificate, dated as of the date of delivery of and payment for the Certificates . (Facsimile Signature) (Facsimile Signature) City Manager Mayor ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells , assigns and transfers unto the within Certificate and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof , with full power of substitution in the premises . Dated : PLEASE INSERT SOCIAL SECURITY _ OR OTHER IDENTIFYING NUMBER NOTICE The signature to this OF ASSIGNEE : assignment must correspond with the name as it appears on the face of the within Bond in every particular , without alteration, enlargement or any change whatsoever . -5- a Signature( s ) must be guaranteed by a commercial ban_ or trust company or by a brokerage firm, having a membership in one of the major stock exchanges . Section 3 . Bond Terms , Execution and Delivery . 3 . 01 . Maturities , Interest Rates , Denominations , Payment . The City shall forthwith issue and deliver the Certificates , which shall be denominated "Certificates of Indebtedness , Series 1986 , " and shall be payable primarily from the Sinking Fund created in Section 4 . 01 hereof . The Certificates shall be issuable in the denominations of $ 5 , 000 each or any integral multiple thereof , of single maturities , shall mature on March 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from the date of issue until paid or duly called for redemption at the rates per annum shown opposite such years and amounts as follows : Year Amount Rate 1989 $ 350,000 4.60% 1990 650,000 4.80% 1991 The Certificates shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Certificate at the principal office of the Registrar described herein, the principal amount thereof , shall be payable by check or draft issued by the Registrar . 3 . 02 . Dates ; Interest Payment Dates . Each Certificate shall bear an original issue date of December 1 , 1986 , and the Registrar shall place the date of authentication on each Certificate as of the date of its authentication and delivery . The interest on the Certificates shall be payable on March 1 and September 1 in each year , commencing September 1 , 1987 , to the owner of record thereof as such appear in the bond register as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day . 3 . 03 . Registration . The City shall appoint , and shall maintain, a bond registrar , transfer agent and paying agent ( the Registrar ) . The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows : i -6- ( 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 Certificates and the registration of transfers and exchanges of Certificates entitled to be registered, transferred or exchanged. (b) Transfer of Certificates . Upon surrender for transfer of any Certificate duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer , in form satisfactory to the Registrar , duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver , in the name of the designated transferee or transferees , one or more new Certificates of a like aggregate principal amount and maturity, as requested by the transferor . (c) Exchange of Certificates . Whenever any Certificate is surrendered by the registered owner for exchange , the Registrar shall authenticate and deliver one or more new Certificates of a like aggregate principal amount and maturity, as requested by the registered owner or the owner ' s attorney duly authorized in writing . (d) Cancellation . All Certificates surrendered upon any transfer or exchange shall be p::omptly cancelled by the Registrar and thereafter disposed of as directed by the City . (e) Improper or Unauthorized Transfer . When any Certificate is presented to the Registrar for transfer , the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Certificate or separate instrument of transfer is legally authorized . The Registrar shall incur no liability for its refusal , in good faith, to make transfers which it , in its judgment , deems improper or unauthorized. ( f) _Persons Deemed Owners . The City and the Registrar may treat the person in whose name any Certificate is at any time registered in the bond register as the absolute owner of such Certificate, whether such Certificate shall be overdue or not , for the purpose of receiving payment of , or on account of , the principal of and interest on such Certificate and for all other purposes , and all such payments so made to any such registered owner or upon the owner ' s order shall be valid and effectual to satisfy and discharge the liability of the City upon such Certificate to the extent of the sum or sums so paid. -7- ( g ) Taxes , Fees and Charges . For every transfer or exchange of Certificates , 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 Certificates . In case any Certificate shall become mutilated or be lost , stolen or destroyed, the Registrar shall deliver a new Certificate of like amount , number , maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Certificate or in lieu of and in substitution for any such Certificate lost , stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and , in the case of a Certificate lost , stolen or destroyed , upon filing with the Registrar of evidence satisfactory to it that such Certificate was lost , stolen or destroyed , and of the ownership thereof , and upon receipt by the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it , in which both the City and the Registrar shall be named as obligees . All Certificates so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City . If the mutilated , lost , stolen or destroyed Certificate has already matured , it shall not be necessary to issue a new Certificate prior to payment . 3 . 04 . Appointment of Initial Registrar . The City hereby appoints An-erican National Bank & Trust Company a as the initial Registrar . The Mayor and the City Manager are authorized to execute and deliver , on behalf of the City, a contract with American National Bank & Trust Company as 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 City agrees to pay the reasonable and customary charges of the Registrar for the services performed . The City .reserves the right to remove any Registrar upon thirty ( 30 ) days ' notice and upon the appointment of a successor Registrar , in which event the predecessor Registrar shall deliver all cash and Certificates in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar . On or before each principal or interest due date , without further order of this Council , the Finance Director-Clerk shall transmit to the Registrar , from the Sinking Fund described in Section 4 . 01 hereof , moneys sufficient for the payment of all principal and interest then due . -8- 3 . 05 . Preparation and Delivery . The Certificates sha11 be prepared under the direction of the Finance Director-Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Manager , and shall be sealed with the official corporate seal of the City; provided that said signatures and the corporate seal may be printed , engraved, or lithographed facsimiles thereof . In case any officer whose signature, or a facsimile of whose signature , shall appear on the Certificates shall cease to be such officer before the delivery of any Certificate, such signature or facsimile shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery . Notwithstanding such execution, no Certificate shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Certificate has been duly executed by the manual signature of an authorized representative of the Registrar . Certificates of authentication on different Certificates need not be signed by the same representative . The executed certificate of authentication on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution . When the Certificates have been so executed and authenticated , they shall be delivered by the Finance Director--Clerk to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed , and the purchaser shall not be obligated to see to the application of the purchase price . Section 4 . Security Provisions . 4 . 01 . Sinking Fund . So long as any of the Certificates are outstanding and any principal thereof or interest thereon unpaid, the Finance Director-Clerk shall maintain a separate and special Sinking Fund ( the Sinking Fund) to be used for no purpose other than the payment of the principal of and interest on the Certificates and on such other certificates of indebtedness of the City as have been or may be directed to be paid therefrom . The City irrevocably appropriates to the Sinking Fund ( a) any taxes levied in accordance with this resolution , and (b) such other moneys as shall be received and appropriated to the Sinking Fund from time to time . If any payment of principal or interest shall become due when there is not sufficient money in the Sinking Fund therefor , the City Finance Director--Clerk shall nevertheless provide sufficient moneys from any funds of the City which are available for that purpose, and such other funds shall be reimbursed from the Sinking Fund when the balance therein is sufficient . -9- f 4 . 02 . Ad Valorem Taxes . To provide for the prompt and full payment of the principal of and interest on the Certificates as the same become respectively due, there is hereby levied upon all of the taxable property of the City a direct , annual ad valorem tax, which shall be spread upon the tax rolls prepared in each of the following years and collected with other taxes in the years and amounts as follows : Levy Collection Levy Collection. Year Year Amount Year Year. Amount See attached levy calculation Said taxes shall be irrepealable as long as any of the Certificates herein authorized are outstanding and unpaid; provided that the city reserves the right and power to reduce t' the levies in the manner and to the extent provided in Minnesota Statutes , Section 475 . 61 . 4 . 03 . Full Faith and Credit Pledged . The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and interest on the Certificates , and the Certificates shall be payable from the Sinking Fund in accordance with the provisions and covenants contained in this resolution . If the money on hand in the Sinking Fund should at any time be insufficient to pay all principal and interest due on all bonds payable therefrom, such amounts shall be paid from any other fund of the City and such other fund shall be reimbursed therefor when sufficient money is available in the Sinking Fund . If necessary to pay when due all principal and interest to become due on the bonds payable from the Sinking Fund , an additional direct , irrepealable , ad valorem tax shall be levied on all taxable property within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in accordance with the provisions of this resolution . Section 5 . Defeasance . When all of the Certificates have been discharged as provided in this Section 5 , all pledges , covenants and other rights granted by this resolution to the holders of the Certificates shall cease. The City may r' discharge its obligations with respect to any Certificates which are due on any date by irrevocably depositing with the -10- DATE 12/17/86 COMPUTATION OF TAIL LEVY ON -- CITY OF EDEN PRAIRIE, MINNESOTA $1 ,000,000 G.O. EQUIPMENT CERTIFICATES LEVY COLLECTION PSI TAX YEAR YEAR PLUS 5 9. (ROUNDED) 1987 1988 $407,846 .25 $407,900 1988 1989 $715,260.00 $715,300 $1 ,123,106 .25 $1,123, 200 NOTE: BOND PROCEEDS (CAPITALIZED INTEREST) OF $68000.00 WILL. BE USED, TO PAY $68000.00 OF INTEREST PAYMENTS DUE 9/1/1987 3/1/1988, 9/l/1988, CAPITALIZED INTEREST, FUNDS AVAILABLE & FUNDS ON HAND HAVE BEEN DEDUCTED FROM THE FIRST YEAR LEVY SHOWN ABOVE. COMPUTER ROUNDING MAY CAUSE DIFFERENCE OF A FEW DOLLARS j WHEN CHECKING COLUMN TOTALS WITH TOTALS SHOWN. ( PROGRAM 'LEVYCALC' -- SHORT FORM i �a Registrar on or before that date a sum sufficient for the payment thereof in full ; or , if any Certificate should not be paid when due , it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit . The City may also at any time discharge its obligations with respect to any Certificates , subject to the provisions of law now or hereafter authorizing and regulating such action , by depositing irrevocably in escrow , with a bank qualified by law as an escrow agent for this purpose , cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited , bearing interest payable at such time and at such rates and maturing on such dates as shall be required , without reinvestment , to pay all principal and interest to become due thereon to maturity . Section 6 . County Auditor Registration , Certification of Proceedings , Investment of Moneys , Arbitrage and Qualified Tax-Exempt - Obligations . 6 . 01 . County Auditor Registration . The Finance Director-Clerk is hereby authorized and directed to file a certified copy of this resolution with the Director of Property Taxation of Hennepin County, together with such other information as the Director of Property Taxation shall require , and to obtain from said Director of Property Taxation a certificate that the Certificates have been entered on his bond register and the taxes described in Section 4 . 02 hereof have been levied as required by law . 6 . 02 . Certification of Proceedings . The officers of the City and the Director of Property Taxation 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 of the City, and such other affidavits , certificates and information as may be required to show the facts relating to the legality and marketability of the Certificates as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies , certificates and affidavits , including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein . 6 . 03 . Covenant . The City covenants and agrees with the holders from time to time of the Certificates 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 on the Certificates to become subject to taxation under the -11- i Internal Revenue Code of 1986 (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 Certificates will not become subject to taxation under the Code and the Regulations . 6 . 04 . Arbitrage Certification . The Mayor and Finance Director-Clerk, being the officers of the City charged with the responsibility for issuing the Certificates pursuant to this resolution , are authorized and directed to execute and deliver to the purchaser thereof a certificate in accordance with the provisions of Section 148 of the Code, and Sections 1 . 103-13 , 1 . 103-14 and 1 . 103-15 of the Regulations , stating the facts , estimates and circumstances in existence on the date of issue and delivery of the Certificates which make it reasonable to expect that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of the Code and Regulations . 6 . 05 . Official Statement . The Official Statement relating to the Certificates , prepared on behalf of the City by Ehlers and Associates , Inc . is hereby approved, and the officers of the City are hereby authorized and directed to r execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof . 6 . 06 . Qualified Tax-Exempt Obligations . The City hereby designates the Certificates 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 . 6 . 07 Exemption from Rebate Requirements . For purposes of compliance with the requirements of Section 148 ( f ) ( 4 ) (C) of the Code relating to the exemption for certain small governmental units from the rebate requirements of the Code , the City hereby determines and declares that : (a ) it is a governmental unit with general taxing powers ; (b) the Certificates are not "private activity bonds" as defined in Section 141 of the Code (Private Activity Bonds ) ; (c ) ninety-five percent of the net proceeds of the Certificates are to be used for the local governmental purposes of the City; and -12- ( d) the aggregate face amount of all tax-exempt bonds (other than Private Activity Bonds ) issued by the City in calendar year 1986 is not reasonably expected to exceed $5 , 000 , 000 . /s/ Gary Peterson Mayor Attest : /s/ John D. Frane Finance Director-Clerk The motion for the adoption of the foregoing resolution was duly seconded by Council member Pidcock , and upon vote being taken thereon, the following voted in favor thereof : Mayor Gary Peterson, Council Members: Paul Redpa th, Richard Anderson, George Bentley, Patricia Pidcock and the following voted against the same : None whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor , whose signature was attested by the Finance Director-Clerk . -13- i w