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92-055 RES . . . RESOLUTION 92 - 55 RESOLUTION FOR THE CITY OF ELK RIVER A RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE PRESCRIBING THE FORM AND DETAILS AND LEVYING TAXES FOR THE PAYMENT OF $101,000 1992 GENERAL OBLIGATION EQUIPMENT CERTIFICATES BE IT RESOLVED by the City Council of the City of Elk River, Minnesota as follows: Section 1. Authorization of Certificates. 1.1) This Council hereby determines that it is necessary and in the best interests of the City for the City to issue its 1992 General Obligation Equipment Certificates in the principal amount of One Hundred One Thousand Dollars ($101,000) (the Certificates) for the purpose of financing the purchase of various items of public safety, public works and other capital equipment. 1.2.) The sale and issuance of the Certificates is hereby authorized pursuant to Minnesota Statutes, 'Section 412.301. The Council hereby finds that the principal amount of the certificates, namely One Hundred One Thousand Dollars ($1011000), does not exceed .25 percent of the market value of taxable property in the City; the market value of taxable property in the City being Three Hundred Eighty-One Million Eight Hundred Nineteen Thousand Two Hundred Forty-Eight Dollars ($381,819,248); therefore publication of a notice of the proposed sale is not required. 1.3.) It is hereby found and determined as follows: (i) The aggregate purchase price of certain of the items of equipment to be financed by the issuance of the Certificates is not more than $40,200 and that such equipment has an expected useful life of three years (the "Three Year Equipment"); (ii) The portion of the issuance costs of the Certificates allocable to the cost of the Three Year Equipment is $200.00; (iii) It is proposed that the maturity date of a portion of the Certificates aggregating $40,400 will be February 1, 1994, a date prior to the expiration of the expected useful life of the Three Year Equipment; (iv) The aggregate purchase price of certain of the items of equipment to be financed by the issuance of the Certificates is not more than $60,050 and such equipment . . . has an expected useful life of five years (lithe Five Year Equipment"); (v) The portion of the issuance costs of the Certificates allocable to the cost of the Five Year Equipment is $550.00. (vi) It is proposed that the maturity date of a portion of the Certificates aggregating $60,600 will be February 1, 1997, a date prior to the expiration of the expected useful life of the Five Year Equipment. 1.4) The City has received an offer to purchase the Certificates from the Bank of Elk River located in the City (the Offeror) at a price equal to the par value of the Certificates, One Hundred One Thousand Dollars ($101,000), and upon the further terms and conditions hereinafter set forth. 1.5) The sale of the Certificates is hereby awarded to the Offeror. Section 2. Certificate Terms, Execution and Delivery. 2.1) The Certificates shall be designated "1992 General Obligation Equipment Certificates," shall be dated as of July 1, 1992, and shall bear interest from the date on which funds are advanced until paid, calculated from time to time upon the amount of the unpaid principal balance, at a rate of five and one quarter percent (5.25%) per annum. Two Certificates shall be issued; one in the denomination of $40,400, providing for installments of principal becoming payable at the times and in the amounts stated below: DATE AMOUNT February 1, 1993 February 1, 1994 $20,200 $20,200 The second Certificate shall be issued in the denomination of $60,600 and provide for installments of principal becoming payable at the times and in the amounts stated below: DATE AMOUNT February 1, 1995 February 1, 1996 February 1, 1997 $20,200 $20,200 $20,200 Accrued interest on the Certificates shall be payable semi-annually on February 1 and August 1 in each year, commencing February 1, 1993. The principal of and interest on the Certificates shall be payable to the Offerer at its offices at Elk River, Minnesota, or, as may otherwise be directed by . . . written instruction from time to time provided by the Offeror or other holder of the Certificates. 2.2) The Certificates shall not be subject to redemption before maturity. 2.3) The Certificates shall be in substantially the following form: Registered No. Registered Amount $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER 1992 GENERAL OBLIGATION EQUIPMENT CERTIFICATE KNOW ALL MEN BY THESE PRESENTS that the City of Elk River, a duly organized and existing municipal corporation of the County of Sherburne, State of Minnesota, acknowledges itself to be indebted and for value received promises to pay to the order of , or regist-ered assigns (the Holder), the principal sum of Dollars ($ ), payable without option of prior payment, in installments as follows: Date (As to the Certificate February 1, 1993 February 1, 1994 Amount of Principal Payment in the Principal Amount of $40,400) $ $ (As to the Certificate February 1, 1995 February 1, 1996 February 1, 1997 in the Principal Amount of $60,600) $ $ $ together with interest from the date on which the funds are advanced at a rate of five and one quarter percent (5.25%) per annum, calculated upon the amount of the unpaid principal balance existing from time to time. Installments of interest shall be payable semi-annually on February I and August I in each year, commencing February 1, 1993. Both principal and interest are payable at the offices of the Holder at Elk River, Minnesota, or, at such place as may be designated from time to time by written notice given to the City by the holder of this Certificate. 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. . . . This Certificate is one of an issue of two Certificates only, in the total principal amount of One Hundred One Thousand Dollars ($101,000), issued for the purpose of financing the purchase of various items of public safety, public works and other capital equipment by the City, and is issued pursuant to and in full conformity with the constitution and laws of the State of Minnesota and pursuant to resolutions duly adopted by the City Council. This Certificate is transferable upon the books of the City at the office of the City Clerk, by the registered holder hereof in person or by its attorney duly authorized in writing, upon surrender of the Certificate, together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Registered holder or its duly authorized attorney. Upon such transfer, the City will cause a new Certificate or Certificates to be issued in the name of the transferee(s) of the same aggregate principal amount, bearing interest at the same rate, and maturing on the same date and the City Clerk will note the date of registration and the name and address of the new registered holder(s) upon books of the City. The City may deem and treat the person in whose name this Certificate is last registered upon the books of the City as the absolute owner of this Certificate, whether or not overdue, for the purpose of receiving payment of the principal balance and interest and for all other purposes, and all such payments so made to the registered holder or upon the order of the registered holder shall be valid and effectual to satisfy and discharge the liability on this Certificate to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, CONVENANTED, 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 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 within its corporate limits which are collectable for the years and in the amounts sufficient to produce sums not less than five percent (5%) in excess of the principal of and interest on the Certificates of this issue when due, and has app~opriated such taxes to the payment of such principal and interest; and that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all property within the corporate limits, without limitation as to rate or amount, and that the issuance of the Certificates does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. . . . IN WITNESS WHEREOF, the City of Elk River, Minnesota, by its City Council has caused this Certificate to be executed on its behalf by the signatures of the Mayor and City Clerk, and by affixing the corporate seal of the City hereto, as of the 1st day of July, 1992. '- ~~<l4 d7C~ Mayor" (SEAL) J~~a~~r ~ity Clerk PROVISIONS AS TO REGISTRATION No transfer of the Certificate shall be valid unless made on the Certificate Register of the City at the request of the registered holder or its attorney duly authorized, and such transfer is similarly noted in the registration blanks below. Date of Registration Name of Registered Holder Signature of City Clerk 2.4) Execution and Delivery. The Certificates 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 City Clerk and be sealed with the seal of the City. When the Certificates have been so executed they shall be delivered by the City Clerk to the purchaser thereof upon payment of the purchase price, and the purchaser shall not be required to see to the application of the purchase price. 2.5) Designation Under Section 265(b)(3). The Certificates are hereby designated as "qualified tax-exempt obligations" as such term is defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Section 3. 1992 Police, Street, and Miscellaneous Equipment Fund. A separate fund is hereby established which shall be called the "1992 Police, Street, and Miscellaneous Equipment Fund." The proceeds of the sale of the Certificates shall be credited to such fund, which shall be used solely to pay the cost of the public safety, public works, and other capital equipment purchased, or to be purchased, and expenses incurred in the issuance of the Certificates. After payment of all costs of such equipment and such expenses of issuance, such fund shall be discontinued and any monies remaining therein . shall be transferred to the separate account in the general debt service fund of the City authorized by Section 4 of this Resolution. . Section 4. Common Debt Service Account. The Certificates shall be payable from a separate account in the Common Debt Service Account of the City which shall be established solely for the payment of the Certificates. Such account shall be designated the "1992 General Obligation Equipment Certificates Debt Service Account." The City agrees to maintain such account until the Certificates have been paid in full. Into such account shall be paid all receipts from the taxes levied to pay the Certificates and any other money appropriated to such account from any other source. If the money in such account shall at any time be insufficient to pay principal and interest due on the Certificates, such amounts shall be paid from the general fund of the City, which shall be reimbursed therefor when sufficient money becomes available in such account. The monies on hand in such account from time to time shall be used only to pay the principal of and interest on the Certificates and such other general obligation certificates or bonds of the City as are made payable therefrom by the City Council in accordance with applicable law. Any sums from time to time held in such separate account (or any City fund which will be used to pay principal or interest to become due on the Certificates) in excess of amounts which under Section 148 of the Internal Revenue Code of 1986, as amended (the Code), may be invested without regard to yield, shall not be invested at a yield in excess of the applicable yield restrictions imposed by such regulations. Section 5. Pledqe of Taxinq Powers. The full faith and credit and taxing powers of the City are hereby irrevocably pledged to the payment of the Certificates and the interest thereon when due. Taxes in the amount of Thirty Thousand Dollars ($30,000), which are to be applied to the payment of principal and interest on the Certificates, were levied in Resolution No. 91-76 of this Council , adopted December 16, 1991. For the purpose of producing sums which will not be less than five percent (5%) in excess of the principal of and interest on the Certificates when due, there is hereby levied upon all taxable property within the corporate limits of the City, a direct, annual, ad valorem tax to be levied in the years set forth below, and in the amounts set forth opposite such years, to be collected in the respective succeeding collection years: Levy Year Collection Year Amount 1992 1993 $25,664 . 1993 1994 24,550 1994 1995 23,437 1995 1996 22,323 . . . Said taxes shall be irrepealable so long as any of the Certificates are outstanding and unpaid; provided, that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61 and laws amendatory thereof. Section 6. Defeasance. When all the Certificates issued have been discharged as provided in the Resolution, all pledges, covenants and other rights granted by this Resolution to the holders of the Certificates shall cease. The City may 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 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 to pay all principal and interest to become due thereon to maturity. Section 7. County Auditor Reqistration. The City Clerk is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Sherburne County together with such additional information as the County Auditor shall require, and to obtain from the County Auditor a certification that the Certificates have been duly entered upon his bond register and that the tax required for the payment thereof has been levied and filed as required by law. Section 8. Authentication of Transcript. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the purchaser of the Certificates, and to the attorneys approving the legality thereof, certified copies of all proceedings and records relating to the Certificates 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 may 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 City as to the correctness of all statements contained therein. . . . Section 9. Arbitrage. 9.1) The City covenants and agrees with the holders from time to time of the Certificates 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 Certificates to become subject to taxation under the United States Internal Revenue Code of 1986 (the Code); and that it will take, or will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to ensure that such interest will not become subject to taxation under the Code. The term Code as used herein includes the Code and all regulations, amended regulations and proposed regulations issued thereunder, as now existing or as hereafter amended or proposed. The City shall make the payments to the United States, if any, which are required to be made by the provisions of paragraph (f) of Section 148 of the Code. 9.2) The Mayor and City Clerk being the officers of the City charged with the responsibility of issuing the Certificates 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 148 of the Code. Section 10. Registration of Transfer. The City shall cause to be kept at the office of the City Clerk a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Certificates. The Certificates shall be transferable upon the Certification Register by the holder thereof in person or by its attorney duly authorized in writing, upon surrender of a Certificate together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the holder of its duly authorized attorney. Upon such transfer, the City will cause a new Certificate or Certificates to be issued in the name of the transferee(s), in the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, and the City Clerk shall note the date of registration and the name and address of the new holder in the Certificate Register. The City may deem and treat the person in whose name a Certificate is last registered in the Certificate Register as the absolute owner thereof, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or an account of the principal balance or interest and for all other purposes. The motion for the adoption of the foregoing resolutions was duly seconded by Councilmember Dietz The following voted in favor of adoption of such resolution: