HomeMy WebLinkAboutRES 86-041 RESOLUTION RELATING TO $125,000 GENERAL OBLIGATION CERTIFICATES OF INDEBTEDNESS; FIXING THE FORM AND DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR Meeting Sheet
IIIIIIVIIIVIIIVIII
VIII VIII IIII IIII
102359
Box: 23
Folders RES 1986
Document: RES 86-041 RESOLUTION RELATING TO $125,000 GENERAL
OBLIGATION CERTIFICATES OF INDEBTEDNESS; FIXING THE FORM AND
DETAILS, AND PROVIDING FOR THE EXECUTION AND DELIVERY
THEREOF AND SECURITY THEREFOR
RESOLUTION 86-041
• Councilmember Marks introduced the
following resolution and moved its adoption:
RESOLUTION RELATING TO $125,000 GENERAL
OBLIGATION CERTIFICATES OF INDEBTEDNESS;
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 St . Anthony, Minnesota (the 'City) , as follows :
Section 1 . Authorization and Sale.
1 .01 . Authorization. This Council has heretofore
determined that it is necessary and expedient for the City to
issue and sell its Certificates of Indebtedness in the
principal amount of $125, 000 to finance public safety and
public works equipment purchases, pursuant to Minnesota
Statutes, Section 412.301 . The obligations shall be general
obligation negotiable securities denominated General Obligation
Certificates of Indebtedness , issued in the aggregate principal
amount of $125, 000 (the Certificates) .
• 1 . 02 . Sale. By a resolution adopted on November 25,
1986, entitled "Resolution Relating to $125, 000 Equipment
Certificates of Indebtedness; Authorizing the Issuance Thereof
and Awarding the Sale, " this Council authorized the issuance of
the Certificates and awarded the sale thereof to Miller &
Schroeder Financial, Inc. , at a price of $123, 125, plus accrued
interest . $1 ,875 of the amount of the Certificates. represents
interest as permitted by Minnesota Statutes, Section 475 . 56 .
1 . 03 . Issuance of Certificates . 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
Certificates having been done, existing, having happened and
having been performed, it is now necessary for this Council to
establish the form and terms of 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
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION CERTIFICATES OF INDEBTEDNESS
Date of
Rate Maturity Original Issue CUSIP
January 1, 1987
No . $
KNOW ALL MEN BY THESE PRESENTS that the City of
St . Anthony, Hennepin and Ramsey Counties , Minnesota (the
City) , acknowledges itself to be indebted and, for value
• received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS, on the maturity date specified above,
without option of prior payment , with interest thereon from the
date hereof at the annual rate specified above, payable on
February 1 and August 1 in each year, commencing August 1 ,
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, all
subject to the provisions referred to herein with respect to
the redemption of the principal of this Certificate before
maturity. 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 drawn
by Norwest Bank Minneapolis, National Association, in
Minneapolis, Minnesota, as Bond Registrar, Transfer Agent and
Paying Agent (the Registrar) , or its successor designated under
the Resolution described herein.
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.
This Certificate shall not be valid or become
obligatory for any purpose or be entitled to any- security or
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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 St . Anthony, Hennepin
and Ramsey"Counties, 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 and has caused this
Certificate to be dated as of the date set forth below.
Dated:
(Facsimile Signature) (Facsimile Signature)
Mayor City Manager
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to
the Resolution mentioned within.
NORWEST BANK MINNEAPOLIS, NATIONAL
ASSOCIATION
By
Authorized Representative
(Reverse of the Certificates]
This Certificate is one of an issue in the aggregate
principal amount of $125 , 000 (the Certificates) , issued
pursuant to a resolution adopted by the City Council on
December 9, 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 bonds, in
denominations of $5, 000 or any multiple thereof, of single
maturities.
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• 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.
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 collectible in the years and
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.
i
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•
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 joint tenants Minors
with right of
survivorship and Act . . . . . . . . . . . . . . . . . . .
not as tenants in (State)
common
Additional abbreviations may also be used.
•
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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 Certificate
in every particular, without
alteration or any change
whatsoever .
Signature(s) must be guaranteed by a commercial bank
or trust company or by a brokerage firm having a membership in
one of the major stock exchanges .
• Section 3 . 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" and shall be payable primarily from the Sinking
Fund created in Section 4 . 01 hereof . The Certificates shall be
issuable in the denomination of $5, 000 each or any integral
multiple thereof, shall mature, without option of prior
payment, on the dates and in amounts set forth below opposite
such dates, and Certificates maturing on such dates and amounts
shall bear interest from date of issue until paid or duly
called for redemption at the rates per annum shown opposite
such dates and amounts as follows:
Maturity
Date Amount Rate
August 1 , 1987 $ 35, 000 4 . 25%
February 1 , 1988 25, 000 4 . 50
August 1 , 1988 20, 000 4 . 50
February 1 , 1989 20, 000 5 . 00
August 1 , 1989 25, 000 5 . 00
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The Certificates shall be issuable only in fully
registered form. The interest thereon and, upon surrender of
each Certificate, the principal amount thereof, shall be
payable by check or draft issued by the Registrar described
herein.
3 . 02 .. Dates; Interest Payment Dates . Each
Certificate shall be dated as of the last interest payment date
preceding the date of authentication to which interest on the
Certificate has been paid or made available for payment , unless
(i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in
which case such Certificate shall be dated as of the date of
authentication, or (ii) the date of authentication is prior to
August 1, 1987, in which case such Certificate shall be dated
as of January 1 , 1987 . The interest on the Certificates shall
be payable on February 1 and August 1 in each year, commencing
August 1, 1987 , to the owner of record thereof as of the close
of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
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 :
(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 . 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.
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• (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 promptly cancelled by the
Registrar and thereafter disposed of asdirected 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.
(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
•
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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 furnishing to 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
or been called for redemption in accordance with its terms ,
it shall not be necessary to issue a new Certificate prior
to payment .
3 . 04 . Appointment of Initial Registrar . The City
hereby appoints Norwest Bank Minneapolis, National Association,
as the initial Registrar . The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a
contract with Norwest Bank Minneapolis , National Association,
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 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.
3 . 05 . Preparation and Delivery. The Certificates
shall be prepared under the direction of the Finance Director
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
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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 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 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 the
balance in the Sinking Fund is at any time insufficient to pay
all interest and principal then due on all bonds payable
therefrom, the payment shall be made from any fund of the City
which is available for that purpose, subject to reimbursement
from the Sinking Fund when the balance therein is sufficient .
4 . 02 . Ad Valorem Taxes . In order to provide the
amounts required by Minnesota Statutes , Section 475 . 61,
Subdivision 1 , for the payment of the Certificates , there is
hereby levied upon all of the taxable property of the City a
direct, annual ad valorem tax, which shall be collectible with
other taxes in the years and amounts as follows :
•
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• Levy Collection
Year Year Amount
1986 1987 $68, 773 . 91
1987 1988 71, 741 . 25
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
the levies in the manner and to the extent provided in
Minnesota Statutes, Section 475 . 6.1 .
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. It is estimated that the ad
valorem taxes levied for the payment of the Certificates and
other moneys legally available to the City for such purposes,
will be collected in amounts not less than five percent in
excess of the annual principal and interest requirements of the
Certificates . 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 on October 1 in any year the sum of the
balance in the Sinking Fund plus the amount of ad valorem taxes
theretofor levied for the Certificates and collectible through
the end of the following calendar year is not sufficient to pay
when due all principal and interest to become due on all bonds
payable therefrom in said following calendar year , or the
Sinking Fund has incurred a deficiency in the manner provided
in this Section 4 . 04 , 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 . Registration, Certification of
Proceedings, Investment of Moneys and Arbitrage .
5 . 01 . Registration. The Finance Director is hereby
authorized and directed to file a certified copy of this
resolution with the County Auditors of Hennepin and. Ramsey
Counties, together with such other information as such County
Auditors shall require, and to obtain from each of said County
Auditors 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.
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• 5 . 02. Certification of Proceedings . The officers of
the City and the County Auditors of Hennepin and Ramsey
Counties are hereby authorized and directed to prepare and
furnish to the purchaser of the Certificates 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.
5 . 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
Internal Revenue Code of 1954, as amended (the Code) , and the
Treasury Regulations promulgated thereunder (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 .
• 5 . 04 . Arbitrage Certification. The Mayor and City
Manager, 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 Internal Revenue Code of 1986 ,
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 .
Section 6. Qualified Tax-Exempt Obligations . The
Certificates will be issued in 1987 . The Council hereby
determines and declares that the City does not reasonably
anticipate to issue in calendar year 1987 tax-exempt
obligations in an aggregate principal amount greater than
$10, 000,000 (exclusive of private activity bonds as defined in
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• Section 141 of the Code) . This Council hereby specifically
designates the Certificates as "qualified tax-exempt
obligations" within the meaning of Section 265 of the Code.
Dated: December 9 , 1986
1
/ ayor
Attes
City C.le
The motion for the adoption of the foregoing
resolution was duly seconded by Councilmember Ranallo ,
and upon vote being taken thereon, the following voted in favor
thereof :
Sundland, Ranallo, Marks, Makowske, Enrooth
• 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 City Clerk.
,� . -13-
CERTIFICATE
The undersigned duly qualified and acting City Clerk
of the City of St. Anthony hereby certifies that attached
hereto is true and correct copy of a resolution entitled
"Resolution Relating to $125, 000 General obligation Equipment
Certificates of Indebtedness; Fixing the Form and Details and
providing for the Execution and Delivery Thereof and Security
Therefor" , which resolution was adopted by the St . Anthony City
Council at a regular meeting duly called and held on
December 9, 1986 and a copy of such resolution is on file in
the office of the City Clerk, City of St . Anthony, Minnesota.
Dated this Ac 4day of December, 1986 .
•
City C1 k