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HomeMy WebLinkAbout85-059 CERTIFICATION OF MINUTES RELATING TO $465,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1985A _ Issuer: City of Lakeville, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A ~GpP~;almeeting held August 12, 1985 at 7:00 o'clock p.m., at. City x ii Members present: N. Enright, P. Harvey, R. Nelson,. E. Sindt & Mayor. D. Zaun Members absent: None Documents Attached: Minutes of said meeting (including): RESOLUTION N0. 85-59 RESOLUTION AWARDING SALE, AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE. PAYMENT OF $465,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1985A 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 /Z~ day of August, 1985. Patrick cGarvey Its City Clerk-Ad inistrator The Clerk presented to the Council affidavits showing... publication in the official newspaper and the Commercial West of a notice of sale of .$465,000 General Obligation Equipment Certificates of Indebtedness, Series 1985A, of the City, for which sealed bids were to be received and considered at this meeting in accordance with the resolution adopted by the City Council on July 15, 1985. Said affidavits were examined and found satisfactory and directed to be placed on file in the office of the City Clerk. The Clerk then announced that 2 sealed bids had been received pursuant to said notice of call. for bids, which bids had been- opened, read and tabulated, and the highest and best bid of each bidder was found to be as follows:.: .Bid For Interest Total Interest Cost Name of Bidder Principal Rates - .Net Average Rate .See Attached -2- SPRINGSTED INCORPORATED PUBLIC FINANCE ADVISORS $465,000 GENERAL QBLIGATION EQUIPMENT'CERTIFICATES OF INDEBTEDNESS, SERIES 1985A CITY OF LAKEVItLE, MINNESOTA, AWARDz NORWEST INVESTMENT SERVICES THE. FIRST NATIONAL BANK OF SAINT PAUL.. MERRILL LYNCH CAPITAL MARKETS And Associates. SALE: ` August 12, f 985 Moody's Rating: A Interes# Netlnterest Bidder Rates ` Price Cost & Rate NORWEST INVESTMENT:SERVICES 5.00% 1986 $460,350.00 $77,577.08 THE FIRST NATIONAL BANK OF 5.75% 1987 (7.09270) SAINT PAUL 6.25% 1988 MERRILt_ LYNCH CAPITAL MARKETS 6.75% 1989 E.F. Hutton & Company, Incorporated 7.25% 1990 Kidder, Peabody & Company, Inc. .Dougherty, Dawkins, Strand & Yost Inc. Dean Witter Reynolds Incorporated F & M Marquette National' Bank < Miller & Schroeder Municipals, Inc. Summit Investment Corporation FIRST NATIONAL BANK OF 6.70% 1986-1988 $460,373.25 $81,138.2 f MINNEAPOLIS 7.00% 1989 (7.4i 83%) ALLISON-WILLIAMS'COMPANY' 7.25% [990 DAIN BOSW4RTH INCORPORATED PIPER, JAFFRAY & NOPWOOD. INCORPORATED Duran & Moody,. Incorporated Robert'W. Baird & Company, Incorporated Craig-Hallum, Incorporated Moore, Duran and Compony, Incorporated .These Certificates are being Reoffered at Par. \ BBI: 9.02 Average Maturity: 2.35 .Years 800 Osborn Building., Saint Paul, Minnesota 551:02 (612) 222-4241 250 North Sunnyslope Road, Broo~eld, Wisconsin 53005 (414)'.782-8222 introduced the Councilmember xarvP~ following resolution and moved its adoption: RESOLUTION NO. 85-59 RESOLUTION AWARDING SALE, AUTHORIZING ISSUANCE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $465,000 GENERAL OBLIGATION EQUIPMENT. CERTIFICATES OF ..INDEBTEDNESS, SERIES 1985A BE IT RESOLVED by the City Council of the City of Lakeville,. Minnesota, as follows: Section 1. Authorization. (a) This Council has heretofore determined to ..purchase various items. of police, fire and public works equipment, and finance- said purchase of the issuance of certificates of indebtedness pursuant to Minnesota Statutes, Section 412.301. (b) Notice of sale. of $465,000 .General. Obligation Equipment Certificates of Indebtedness, Series 1985A (hereinafter sometimes called the "Bonds") has been duly published, and the Council, having examined and considered all bids received pursuant to the published notice, does hereby find and determine that the most favorable bid received is that. Of Nnrwest Tn~restment Services . Of Minneapolis Minnesnta r and associates, to purchase the Bonds at a price of $c~~~~~Sp_pp plus accrued interest to the day of delivery and payment, on the further terms and conditions hereinafter .set forth.. (c) The sale of the Bonds is hereby awarded to said bidder, and .the Mayor and City Clerk are hereby authorized and directed'onbehalf of the City to execute a contract: for the sale of the Bonds in accordance with the terms of said bid. The good faith check of the successful bidder shall be deposited by the Finance Director. The good faith checks of other bidders .shall be returned to them forthwith. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations.;... Payment.. The Bonds shall be originally dated as of September 1, 1985, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1, without .option of prior payment,. in the respective years and amounts stated below, and shall bear interest from date of _3_ issue until .paid at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate - 1986 $115,000 5.000 1987 80,000 5.75 1988 85,000 6.25 1989 90,000 6.750 1990 95,000 7.25 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount-thereof shall be payable by check or draft issued by the Registrar described herein.' 2.02. Dates; Interest Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond 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 Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to February 1, 1986, in which case such Bond shall be dated as of September 1, 1985. The interest on the Bonds shall be payable on February l and August 1 in each year, commencing February 1, 1986, 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. 2.03. 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 Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.. (b) Transfer of Bonds. Upon surrender for transfer of -any Bond 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 -4- • 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 Bonds of alike, 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 Bonds. Whenever any Bonds are surrendered by the registered owner for. exchange the Registrar shall authenticate and deliver one or more. new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered .upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter .disposed of as directed by the. .City. (e) Improper or Unauthorized Transfer. When any. Bond is presented to the Registrar for transfer, the Registrar may ref use to transfer the. same until it is satisfied that the endorsement on such. Bond 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 Cityand the, Registrar may treat the person in .whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,.the. principal of and interest on such Bond 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 upon. such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, 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. -5- (h) Mutilated, Lost,. Stolen or Destroyed Bonds.. In case any Bon s a ecome mute a e or a estroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and. tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable. expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed,. stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond 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 City and the Registrar shall. benamed as obligees. A11 Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance .with its terms it shall not be .necessary to issue a new Bond prior to payment. 2.04. Appointment of Initial Registrar. The City hereby appoints Norwest Ban Minneapolis, N.A. , Minneapolis , innesota , as the initial Registrar. The Mayor andthe City Clerk are authorized to execute and deliver,. on behalf of the City, a contract with said 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 the 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 Bonds in its possession to the successor Registrar and shall ..deliver the bond register to the successor Registrar. 2.05. Execution, Authentication and Delivery. The Bonds ..shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk-Administrator, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In caseany officer. whose signature or a facsimile of whose signature shall appear onthe Bonds shall cease to be such officer before the delivery of any Bond, 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 -6- Bond 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 Bond has been. duly executed by the manual signature of an authorized - representative of the Registrar. Certificates of authentica- tion on different Bonds .need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the. purchase price. 2.06. Form of Bonds. The Bonds shall be printed in substantially-the following form: t -7- [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF LAKEVILLE GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1985A Date of Rate Maturity Original Issue CUSIP September 1, 1985 Registered Owner: Principal Amount: Dollars KNOW ALL PERSONS BY THESE PRESENTS that the Ci y of Lakeville, a duly organized .and existing municipal corporation of Dakota. County, Minnesota (the City), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, without option of prior payment, the. principal sum specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1,.1986, 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 andsurrender hereof, the principal hereof are payable in lawful money of .the United States of America by check or draft by , in , as Registrar and Paying Agent, 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 and credit and taxing powers of the City have been and are hereby irrevocably pledged. -8- 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 in this place. 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 Lakeville, Dakota County, Minnesota, by .its City Council, .has caused this Certificate to be executed on its behalf by the facsimile signatures of the Mayor. and City Clerk-Administrator and has caused this Certificate to be dated as of the date set forth below. Dated: CITY OF LAKEVILLE, MINNESOTA (facsimile) Mayor (facsimile) City Clerk-Administrator CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within. By Authorized Representative .[Reverse of the Certificates] This Certificate is one of an issue in the aggregate principal amount of $465,000, 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 August 12, 1985 (the, Resolution), to finance the acquisition of _g_ s_ police, fire and public works equipment, and is issued pursuant to and in full conformity with the Constitution and .laws of the State of Minnesota thereunto. enabling, including Minnesota Statutes, Section 412.301 and. Chapter 475. -The Certificates of this series are issuable only•in fully registered form, in denominations of $5,000 or any .multiple thereof, of single maturities. A s 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 bX 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 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 isregistered 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 Mihnesota to be done, to .exist, to happen and to be performed preliminary to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the City 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 has levied ad valorem taxes on all taxable property in the City, which taxes will. be collectible for. the years and in amounts sufficient to produce sums not less thah 5~ in excess of the principal of and interest on the Certificates of this issue when due, and has appropriated such taxes to the paymeht 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 City, without limitation as to rate or amount; and that the issuance of this Certificate does not cause the indebtedness of .the City -10- • to exceed any constitutional_or statutory .limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Certificate, following a full copy of the legal opinion) We certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Certificates of .Indebtedness of the City of Lakeville, Minnesota, which includes the within Certificate, dated as of the date of delivery of and .payment for the Certificates. _ (Facsimile Signature) (Facsimile Signature) City Clerk-Administrator Mayor 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 applicable . laws or regulations: TEN COM as tenants UNIF GIFT MIN ACT Custodian in common (Gust) (Minor) TEN ENT as tenants by entireties. under Uniform Gifts to .Minors JT TEN as joint tenants with right of Act. . survivorship and (State)- not as tenants in common Additional abbreviations may also be used though not in the above list. =11- ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and all rights thereunder, and. does hereby irrevocably constitute and appoint attorney to transfer the said Certificate on the books kept for registration of the within Certificate, 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 Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership. in one of the major stock exchanges. The Registrar will not effect transfer of this Certificate unless .the information concerning the assignee requested below is provided. Name and Addressz (Lnclude information for all joint owners. if this Certificate. is held by joint account) Please insert social security or other identifying number of assignee i -12- Section 3. 1985A E ui ment Certificate Account.. The 4 p -Bonds to be issued shall be payable from a separate 1985A .Equipment Certificate Account of the City, which Account the City agrees to maintain until said Bonds have been paid in full. If the money in said Account should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in said Account. .Into said Account shall be paid all Bond proceeds received from the purchaser in excess of $460,350, all taxes collected pursuant to .Section 4 hereof, and any excess Bond proceeds remaining after acquisition of the equipment is completed. Section 4. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on said Bond s as suchpayments respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts not less than 5~ in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, in addition to the taxes in the amount of $145,330 previously levied for collection in 1985, ad valorem taxes are hereby levied on all .taxable property in the City, said taxes to be levied and collected in the following years and amounts:- Levy Collection Year Year Amount 1985 1.986 $ 95,963 1986 1987 108,439 1987 1988 108,111 1988 1989 106,982 Said taxes shall be irrepealable a5 long as any of the Bonds are outstanding and unpaid, provided that the City .reserves the right and power to reduce said levies in accordance-with the provisions of Minnesota Statutes, Section 475.61. Section 5. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds shall cease. The City may discharge its. obligations with respect to any Bonds 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 Bond 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 -13- • to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing .with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein.. Thee. City may also at any time discharge its obligations with respect to any Bonds, 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, interest and redemption premiums to become due thereon to maturity or said redemption date. Section.6. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Dakota County, together with such additional inf ormation as he shall require, and. to obtain from said County Auditor a certificate that the Bonds have been-duly entered upon his bond register, and, if applicable, the tax required by law has been levied. • Section 7. Authentication of Transcript. The officers of the City and said County Auditor of Dakota County are hereby authorized and directed to prepare and furnish to the purchasers of the Bonds, and to the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, 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, includ- ing any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. Section 8. Arbitrage. (a) The City covenants and agrees with the holders from time to time of the Bonds herein. authorized, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the United States Internal. Revenue Code of 1954, as amended (the Code) and regulations issued thereunder,. and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which • -14- • may be necessary to insure that such interest will not become subject to taxation under the Code. (b) The Mayor and the City Clerk being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed _ to execute and deliver to the purchaser a certification in order to satisfy the provisions of Section 103(c) of the Code. and the regulations promulgated the under. M r Attest: ity Clerk-A i i trator . The motion for the adoption of the .foregoing resolution was duly seconded by Councilmember Sindt and upon .vote being taken thereon, the following voted in favor • thereof: All-members and .the following voted against the same: None whereupon. said resolution was declared duly passed and. adopted.. -15-