HomeMy WebLinkAboutRES 2006-04 NOT ADOPTED RESOLUTION NO. 2006-04
A RESOLUTION AWARDING THE SALE OF $500,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES
OF INDEBTEDNESS, SERIES 2006A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Corcoran, Hennepin County,
Minnesota(the "City") as follows:
Section 1. Back r� ound; Findings. It is hereby determined that:
a) the City is authorized by Minnesota Statutes, Section 412.301 to issue its
general obligation certificates of indebtedness (the "Certificates") on such terms and in
such manner as the City determines to finance the purchase of items of capital equipment
(the "Equipment"), subject to certain limitations contained in the Act;
(b) the City will purchase and acquire various items of Equipment, which
items and the estimated cost thereof, are listed on Exhibit A, attached hereto and made a
part hereof;
(c) as required by the Act,
(i) the expected useful life of each item of Equipment is or will be at
least as long as the term of the Certificates; and
(ii) the principal amount of Certificates to be issued in the year 2006
will not exceed 0.25 percent of the market value of taxable property in the
City for the year 2005;
(d) it is necessary and expedient for the City to issue its Certificates for the
purchase of Equipment and related expenses as described in Exhibit A:
(e) it is necessary and expedient to the sound financial management of the
affairs of the City to issue $500,000 General Obligation Equipment Certificates of
Indebtedness, Series 2006A pursuant to the Act to provide financing for the Equipment.
Section 2. Sale of Certificates.
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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 the
Certificate will be dated as of the date of authentication, or (ii) the date of authentication is prior
to the first interest payment date, in which case the Certificate will be dated as of the date of
original issue. The interest on the Certificates is payable on June 1 and December 1 of each year,
commencing June 1, 2006, to the registered owners of record as of the close of business on the
fifteenth day of the immediately preceding month, whether or not that day is a business day.
3.03. Re�istration. The City appoints the City Administrator as certificate registrar
(Registrar). The effect of registration and the rights and duties of the City and the Registrar with
respect thereto are as follows:
(a) Re�ster. The Registrar will keep a bond register in which the Registrar
will 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 a 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
will 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 that interest payment date.
(c) Exchange of Certificates. When Certificates are surrendered by the
registered owner for exchange the Registrar will 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 in writing.
(d) Cancellation. Certificates surrendered upon any transfer or exchange will
be promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Certificate is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Certificate until the
Registrar is satisfied that the endorsement on the Certificate or separate instrument of
transfer is valid and genuine and that the requested transfer is legally authorized. The
Registrar will incur no liability for the refusal, in good faith, to make transfers which it,
in its judgment, deems improper or unauthorized.
(� Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Certificate is registered in the certificate register as the absolute owner
of the Certificate, whether the Certificate is overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on the Certificate and for all
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other purposes, and payments so made to a registered owner or upon the owner's order
will be valid and effectual to satisfy and discharge the liability upon the Certificate to the
extent of the sum or sums so paid.
(g) Taxes. Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Certificates sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with respect to
the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroved Certificates. If a Certificate becomes
mutilated or is destroyed, stolen or lost,the Registrar will deliver a new Certificate of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Certificate or in lieu of and in substitution for any
Certificate 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 Certificate
destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that
the Certificate was destroyed, stolen or lost, and of the ownership thereof, and upon
furnishing to the Registrar an appropriate certificate or indemnity in form, substance and
amount satisfactory to it and as provided by law, in which both the City and the Registrar
must be named as obligees. Certificates so surrendered to the Registrar will be cancelled
by the Registrar and evidence of such cancellation must be given to the City. If the
mutilated, destroyed, stolen or lost Certificate has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Certificate prior
to payment.
(i) Redemption. In the event any of the Certificates are called for
redemption, notice thereof identifying the Certificates to be redeemed will be given by
the Registrar by mailing a copy of the redemption notice by first class mail (postage
prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption
to the registered owner of each Certificate to be redeemed at the address shown on the
registration books kept by the Registrar and by publishing the notice if required by law.
Failure to give notice by publication or by mail to any registered owner, or any defect
therein, will not affect the validity of the proceedings for the redemption of Certificates.
Certificates so called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit with the place
of payment at that time.
3.04. Execution, Authentication and Deliverv. The Certificates will be prepared under
the direction of the City Administrator and executed on behalf of the City by the signatures of
the Mayor and the City Administrator, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Certificates ceases to be such officer before the delivery of any
Certificate, that signature or facsimile will nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery. Notwithstanding such execution,
a Certificate will not be valid or obligatory for any purpose or entitled to any security or benefit
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under this Resolution unless and until a certificate of authentication on the 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 a Certificate is conclusive evidence
that it has been authenticated and delivered under this Resolution. When the Certificates have
been so prepared, executed and authenticated;the City Administrator will deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and the Purchaser is not obligated to see to the application of the purchase
price.
3.05. Temporarv Certificates. The City may elect to deliver in lieu of printed definitive
Certificates one or more typewritten temporary Certificates in substantially the form set forth in
Section 4 with such changes as may be necessary to reflect more than one maturity in a single
temporary certificate. Upon the execution and delivery of definitive Certificates the temporary
Certificates will be exchanged therefor and cancelled.
Section 4. Form of Certificate.
4.01. Execution of the Certificates. The Certificates will be printed or typewritten in
substantially the following form:
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF CORCORAN
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF
INDEBTEDNESS, SERIES 2006A �
Date of
Rate Maturitv Original Issue CUSIP
, 20 March 15, 2006
The City of Corcoran, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the"City"), acknowledges itself to be indebted and for value
received hereby promises to pay to or registered assigns, the principal sum
of$ on the maturity date specified above, with interest thereon from the date hereof
at the annual rate specified above, payable June 1 and December 1 in each year, commencing
June 1, 2006, to the person in whose name this Certificate is registered at the close of business on
the fifteenth day (whether or not a business day) of the immediately preceding month. The
interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in
lawful money of the United States of America by check or draft by City Adminstrator, Corcoran,
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Minnesota, as Certificate Registrar, Paying Agent, Transfer Agent and Authenticating 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.
The City may elect on December 1, 2012 and on any date thereafter to prepay Certificates
due on or after December 1, 2013. Redemption may be in whole or in part and if in part, at the
option of the City and in such order as the City will determine and within a maturity by lot as
selected by the Registrar. Prepayments will be at a price of par plus accrued interest.
The City Council has designated the issue of Certificates of which this Certificate forms a
part as "qualified tax exempt obligations"within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the"Code") relating to disallowance of interest expense for
financial institutions and within the $10 million limit allowed by the Code for the calendar year
of issue.
This Certificate is one of an issue in the aggregate principal amount of$500,000 all of
like original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on February 9, 2006
(the"Resolution"), for the purpose of providing money to defray expenses incurred or to be
incurred in purchasing various items of capital equipment, pursuant to and in full conformity
with the home rule charter of the City and the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Section 412.301, and the principal hereof and interest hereon are
payable primarily from ad valorem taxes, as set forth in the Resolution to which reference is
made for a full statement of rights and powers thereby conferred. The full faith and credit of the
City are irrevocably pledged for payment of this Certificate and the City Council has obligated
itself to levy additional ad valorem taxes on all taxable property in the City in the event of any
deficiency, which taxes may be levied without limitation as to rate or amount. The Certificates
of this series are issued only as fully registered Certificates in denominations of$5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this
Certificate is transferable upon the books of the City at the principal office of the Certificate
Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in
writing, upon surrender hereof together with a written instrument of transfer satisfactory to the
Certificate 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 Certificate 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,
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for the purpose of receiving payment and for all other purposes, and neither the City nor the
Certificate Registrar will 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 home rule charter of the Ciry and 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 sa required, and that the issuance of this Certificate does not cause the indebtedness
of the City to exceed any constitutional, statutory or charter limitation of indebtedness.
This Certificate is not valid or obligatory for any purpose or entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon has been executed by
the Certificate Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Corcoran, Hennepin County, Minnesota, by its
City Council, has caused this Certificate to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Administrator and has caused this Certificate to be dated as of
the date set forth below.
Dated:
CITY OF CORCORAN, MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Certificate has been
registered on the books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Citv Administrator
Section 5. Pavment; Security; Pledges and Covenants.
5.01. Debt Service Fund. The Certificates are payable from the General Obligation
Equipment Certificates of Indebtedness, Series 2006A Debt Service Fund (the"Debt Service
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Fund")hereby created, and the proceeds of the ad valorem taxes hereinafter levied are pledged to
the Debt Service Fund. If a payment of principal or interest on the Certificates becomes due
when there is not sufficient money in the Debt Service Fund to pay the same, the City
Administrator will pay such principal or interest from the general fund of the City, and the
general fund may be reimbursed for those advances out of the proceeds of the taxes levied by
this resolution, when collected. There is hereby appropriated to the Debt Service Fund (i)
capitalized interest financed from Certificate proceeds, if any, (ii) any amount over the minimum
purchase price of the Certificates paid by the Purchaser, and (iii) the accrued interest paid by the
Purchaser upon closing and delivery of the Certificates.
5.02. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Certificates, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable
property in the City, which will be spread upon the tax rolls and collected with and as part of
other general taxes of the City. Such tax will be credited to the Debt Service Fund above
provided and will be in the years and amounts as follows (year stated being year of levy for
collection the following year):
Year Lev
(See E�ibit B)
5.03. Certification to County Auditor as to Debt Service Fund Amount. It is
determined that the estimated collection of the faregoing taxes will produce at least five percent
in excess of the amount needed to meet when due, the principal and interest payments on the
Certificates. The tax levy herein provided is irrepealable until all of the Certificates are paid,
provided that at the time the City makes its annual tax levies, the City Administrator may certify
to the Taxpayer Services Division Manager of Hennepin County the amount available in the
Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer
Services Division Manager will thereupon reduce the levy collectible during such year by the
amount so certified.
5.04. Countv Auditor Certificate as to Registration. The City Administrator is authorized
and directed to file a certified copy of this resolution with the Taxpayer Services Division
Manager and to obtain the certificate required by Minnesota Statutes, Section 475.63.
Section 6. Tax Covenant.
6.01. Tax-Exempt Certificates. 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 t�ation under the Internal Revenue Code of 1986, as amended (the"Code"), and the
Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it
will take or cause its officers, employees or agents to take, all affirmative action within its power
that may be necessary to ensure that such interest will not become subject to taxation under the
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Code and applicable Treasury Regulations, as presently existing or as hereafter amended and
made applicable to the Certificates.
6.02. No Rebate Required. (a) The City will comply with requirements necessary
under the Code to establish and maintain the exclusion from gross income of the interest on the
Certificates under Section 103 of the Code, including without limitation requirements relating to
temporary periods for investments, limitations on amounts invested at a yield greater than the
yield on the Certificates, and the rebate of excess investment earnings to the United States, if the
Certificates (together with other obligations reasonably expected to be issued in calendar year
2006) exceed the small-issuer exception amount of$5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt certificates (other than private activity certificates) issued by the City (and all
subordinate entities of the City) during the calendar year in which the Certificates are issued and
outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning
of Section 148(fl(4)(D) of the Code.
6.03. Not Private Activitv Certificates. The City further covenants not to use the
proceeds of the Certificates or to cause or permit them or any of them to be used, in such a
manner as to cause the Certificates to be "private activity bonds" within the meaning of Sections
103 and 141 through 150 of the Code.
6.04. 4ualified Tax-Exempt Obli at�� ions. In order to qualify the Certificates as
"qualified tax-exempt obligations"within the meaning of Section 265(b)(3) of the Code, the City
makes the following factual statements and representations:
(a) the Certificates are not "private activity bonds" as defined in Section 141
of the Code;
(b) the City designates the Certificates as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2006 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 2006 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
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Section 7. Authentication of Transcript.
7.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Certificates, certified
copies of proceedings and records of the City relating to the Certificates and to the financial
condition and affairs of the City, and such other certificates, affidavits and transcripts as may be
required to show the facts within their knowledge or as shown by the books and records in their
custody and under their control, relating to the validity and marketability of the Certificates, and
such instruments, including any heretofore furnished, will be deemed representations of the City
as to the facts stated therein.
7.02. No Official Statement or Prospectus. It is determined that no official statement or
prospectus has been prepared or circulated by the City in connection with the sale of the
Certificates and that the Purchaser has made its own investigations concerning the City as set
forth in an investment letter of even date,receipt of which is hereby acknowledged.
7.03. Pavment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts
payable to Kennedy & Graven, Chartered as Bond Counsel) to Northland Trust Services, Inc. on
the closing date for further distribution as directed by the City's financial adviser, Northland
Securities, Inc.
Section 8. Continuing Disclosure.
8.01. Limited Continuing Disclosure. Participating Underwriters need not comply with
the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), because the
offering is in a principal amount less than $1,000,000. Consequently, the City will not enter into
any undertaking to provide continuing disclosure of any kind with respect to the Certificates.
Section 9. Defeasance.
9.01. Pledges, Covenants, and Other Rights to Cease. When all Certificates and all
interest thereon, have been discharged as provided in this section, all pledges, covenants and other
rights granted by this resolution to the holders of the Certificates will cease, except that the pledge
of the full faith and credit of the City for the prompt and full payment of the principal of and interest
on the Certificates will remain in full force and effect. The City may dischazge all Certificates
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. 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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
)
COLJNTY OF HENNEPIN ) SS.
)
CITY OF CORCORAN )
I, the undersigned, being the duly qualified and acting Administrator of the City of
Corcoran, Hennepin County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a regular meeting of the City Council of the City
held on February 9, 2006 with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofar as they relate to the issuance and sale of$500,000
General Obligation Equipment Certificates of Indebtedness, Series 2006A of the City.
WITNESS My hand officially as such Administrator and the corporate seal of the City
this day of February, 2006.
City Administrator
Corcoran, Minnesota
(SEAL)
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STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF HENNEPIN TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the governing body of Corcoran, Minnesota, on
February 9, 2006, levying taxes for the payment of $500,000 General Obligation Equipment
Certificates of Indebtedness, Series 2006A of said municipality dated March 15, 2006, has been
filed in my office and said certificates have been entered on the register of obligations in my
office and that such tax has been levied as required by law.
WITNESS My hand and official seal this day of , 2006.
County Auditor
Hennepin County,Minnesota
(SEAL)
Deputy
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EXHIBIT A
Equipment and Description of Costs
Estimated Price
Public Works&Parks
Tandem Dump Truck(replaces 1996)—Reflects Trade in $150,000
Pick Up 3/Ton(replaces 2001) 30,000
Plow 4,000
Backhoe 95,000
Skid Loader&Trailer(replaces 2000) 30,000
Technology
CC Chamber Sound System $12,000
Server Update 10,000
GIS Software 6,000
Hardware& Soflware 4,000
Desktop Computer 11,000
Police
Squad Car(replace 2000) $32,500
Software Upgrade(will be done in 2yrs) � 15,000
Civil Defense Sirens(1 %2- share) 22,500
Support/Protection Equipment 15,000
Mobil Command Post Improvements 6,000
Software Upgrade 15,000
Squad(replace 2003) 33,000
Total Equipment: $491,000
Costs of Issuance: $9,000
Total Issue: $500,000
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EXHIBIT B
TAX LEVY SCHEDULE
YEAR * TAX LEVY
$
* Year tax levy collected.
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