HomeMy WebLinkAboutResolution - 2002-28 - Authorizing Issuance, Awarding Sale, Prescribing Form And Details, and Providing for Payment Of $890,000 G.O. Equipment Certificates of Indebtedness - 02/05/2002 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,AHNNESOTA
RESOLUTION NO. 2002-28
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF$890,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS,SERIES 2002B
BE IT RESOLVED by the City Council of the City of Eden Prairie,Minnesota
(the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. The City Council hereby determines that it is in the best
interests of the City to issue its $890,000 General Obligation Equipment Certificates of
Indebtedness, Series 2002B (the Obligations) of the City to finance the costs of acquiring items
of capital equipment. Said items of capital equipment have a useful life not less than the term of
the Obligations. The principal amount of the Obligations does not exceed .25 percent of the
market value of taxable property in the Issuer.
1.02. Sale.The Issuer has retained Juran&Moody, a division of Miller Johnson
Steichen Kinnard as independent financial advisors in connection with the sale of the
Obligations. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2,paragraph(9), the
requirements as to public sale do not apply to the issuance of the Obligations. The Council has
received an offer from Anchor Bank,National Association, in Eden Prairie,Minnesota(the
Purchaser), to purchase the Obligations at a price of$890,000,plus accrued interest to the date of
delivery on the further terms and conditions hereinafter set forth. The proposal is hereby
accepted, and the Mayor and the City Manager are hereby authorized and directed to execute a
contract on the part of the Issuer for the sale of the Obligations with the Purchaser.
Section 2. Obligation Terms; Registration; Execution and Delivery.
2.01. Issuance of Obligations. 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 Obligations having been done,now
existing,having happened and having been performed, it is now necessary for the City Council
to establish the form and terms of the Obligations, to provide security therefor and to issue the
Obligations forthwith.
2.02. Maturities; Interest Rates; Denominations and Pam. The Obligations
shall be originally dated as of the date of delivery, shall be in denominations of$1,000 each, or
any integral multiple thereof,of single maturities, shall bear interest from the date of issue until
paid at the rates stated below,and shall mature, on March 1 in the years and amounts stated
below:
Year Amount Interest Rate
2003 169,000
2004 172,000
2005 177,000
2006 183,000
2007 189,000
The Obligations shall be issuable only in fully registered form. The interest thereon and,upon
surrender of each Obligation at the principal office of the Registrar described herein,the
principal amount thereof, shall be payable by check or draft issued by the Registrar described
herein. Upon initial delivery of the Obligations pursuant to Section 2.07 and upon any
subsequent transfer or exchange pursuant to Section 2.06, the date of authentication shall be
noted on each Obligation so delivered, exchanged or transferred.
2.03. Dates and Interest Payment Dates. Interest on the Obligations shall be
payable on each March 1 and September 1, commencing September 1, 2002, to the owners 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.
2.04. Redemption. The Bonds shall be subject to redemption and prepayment at
the option of the City, at any time,in whole or in part, in such order of maturity dates as the City
may select and by lot as selected by the Registrar in multiples of$1,000 as to Bonds maturing on
the same date, at a price equal to 100% of the principal amount thereof plus accrued interest to
the date of redeem ption. The City shall cause notice of the call for redemption thereof to be
published as required by law, and at least thirty days prior to the designated redemption date,
shall cause notice of call for redemption to be mailed, by first class mail,to the registered holders
of any Bonds to be redeemed at their addresses as they appear on the register described in
Section 2.06 hereof. No defect in or failure to give such mailed notice of redemption shall affect
the validity of proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid,the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date,become due and payable at the redemption price
therein specified and from and after such date(unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
2.05. Appointment of Initial Re 'strar. The Issuer hereby appoints the
Community Development and Financial Services Director of the Issuer as the initial bond
registrar, transfer agent and paying agent(the Registrar). The Issuer reserves the right to remove
the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in
which event the predecessor Registrar shall deliver all cash and Obligations in its possession to
the successor Registrar and shall deliver the bond register to the successor Registrar.
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2.06. Registration. The effect of registration and the rights and duties of the
Issuer and the Registrar with respect thereto shall be as follows:
(a) Rem ster. The Registrar shall keep a bond register in which the Registrar shall
provide for the registration of ownership of Obligations and the registration of transfers
and exchanges of Obligations entitled to be registered, transferred or exchanged.
(b) Transfer of Obligations. Upon surrender for transfer of any Obligation 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 Obligations 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.
(c) Exchange of Obligations. Whenever any Obligations are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Obligations of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Obligations surrendered upon any transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed by the
Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Obligation 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 Issuer and the Registrar may treat the person in
whose name any Obligation is at any time registered in the bond register as the absolute
owner of the Obligation,whether the Obligation shall be overdue or not, for the purpose
of receiving payment of or on account of, the principal of and interest on the Obligation
and for all other purposes; and all payments made to any registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability upon
Obligation to the extent of the sum or sums so paid.
(g) Taxes,Fees and Charges. For every transfer or exchange of Obligations
(except for an exchange upon a partial redemption of a Obligation), 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.
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(h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation
shall become mutilated or be destroyed,stolen or lost,the Registrar shall deliver a new
Obligation of like amount,number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Obligation or in lieu of and in
substitution for any Obligation 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 Obligation destroyed, stolen or lost,upon filing with the Registrar of evidence
satisfactory to it that the Obligation was destroyed, stolen or lost, and of the ownership
thereof, and upon fumishing to the Registrar of an appropriate Obligation or indemnity in
form, substance and amount satisfactory to it, in which both the Issuer and the Registrar
shall be named as obligees. All Obligations so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the Issuer. If the
mutilated,destroyed, stolen or lost Obligation has already matured or been called for
redemption in accordance with its terms it shall not be necessary to issue a new
Obligation prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Obligations,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Obligations shall be prepared
under the direction of the Community Development and Financial Services Director and shall be
executed on behalf of the Issuer by the signatures of the Mayor and the City Manager,provided
that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case
any officer whose signature or a facsimile of whose signature shall appear on the Obligations
shall cease to be such officer before the delivery of any Obligation, 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 Obligation 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 the Obligation has been duly executed by the manual signature of
the Registrar. The executed certificate of authentication on each Obligation shall be conclusive
evidence that it has been authenticated and delivered under this Resolution. When the
Obligations have been prepared, executed and authenticated, the Community Development and
Financial Services Director shall deliver them to the Purchaser upon payment of the purchase
price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be
obligated to see to the application of the purchase price.
2.08. Form of Obligations. The Obligations shall be prepared in substantially the
following form:
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[Face of the Obligations]
UNITED STATES OF AIbIERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES
2002B
Interest Rate Maturi1y Date Date of Original Issue
March 1, March 1,2002
REGISTERED OWNER: ANCHOR BANK,NATIONAL ASSOCIATION
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDEN PRAIRM, HENNEPIN COUNTY, MINNESOTA(the Issuer),
acknowledges itself to be indebted and hereby promises to pay to the registered owner named
above, or registered assigns, the principal sum specified above on the maturity date specified
above, with interest thereon from the date of original issue specified above or from the most
recent interest payment date to which interest has been paid or provided for, at the annual rate
specified above,payable on March 1 and September 1 in each year, commencing September 1,
2002, to the person in whose name this Obligation is registered at the close of business on the
fifteenth 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 Obligation
prior to 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 by the
Community Development and Financial Services Director, City of Eden Prairie,Minnesota, as
bond registrar,transfer agent and paying agent(the Registrar), 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 Issuer
have been and are hereby irrevocably pledged.
The Obligations are subject to prepayment at any date at the option of the issuer at a price
of par plus accrued interest.
This Obligation is one of an issue in the aggregate principal amount of$890,000 issued
pursuant to a resolution adopted by the City Council on February 5th, 2002 (the Resolution),to
finance the costs of acquisition of capital 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 Obligations are issuable
only in fully registered form, in denominations of$1,000 or any integral multiple thereof, of
single maturities.
As provided in the Resolution and subject to certain limitations set forth therein,this
Obligation is transferable upon the books of the Issuer at the office of the Registrar,by the
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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 Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Obligations of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations 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 Obligations have been designated by the Issuer as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
The Issuer and the Registrar may deem and treat the person in whose name this
Obligation is registered as the absolute owner hereof,whether this Obligation is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the Issuer 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 preliminary to and in the issuance of this Obligation in
order to make it a valid and binding general obligation of the Issuer 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 Council has levied ad valorem taxes on all taxable property in the
Issuer,which taxes will be collectible for the years and in amounts sufficient to produce sums
not less than five percent in excess of the principal of and interest on the Obligations when due,
and has appropriated such taxes to its General Obligation Equipment Certificates of
Indebtedness, Series 2002B Bond Fund for the payment 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 Issuer, without limitation as to rate or amount; and that
the issuance of this Obligation,together with all other indebtedness of the Issuer outstanding on
the date hereof and on the date of its actual issuance and delivery, does not cause the
indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness.
This Obligation 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 manual signature of the Registrar.
IN WITNESS WHEREOF,The City of Eden Prairie,Hennein County, Minnesota,by its
City Council,has caused this Obligation to be executed on its behalf by the facsimile signatures
of the Mayor and City Manager.
Date of Authentication: 22002.
CITY OF EDEN PRAIRIE, MINNESOTA
City Manager Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution mentioned within.
COMMUNITY DEVELOPMENT AND
FINANCIAL SERVICES DIRECTOR,
CITY OF EDEN PRAIRIE,NIINNESOTA,
as Registrar
By
The following abbreviations,when used in the inscription on the face of this
Obligation, shall be construed as though they were written out in full according to the applicable
laws or regulations:
TEN COM—as tenants in common UTMA ................... as Custodian for................
(Cust) (Minor)
under Uniform Transfers to Minors Act ......
TEN ENT—as tenants by the entireties (State)
JT TEN—as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received,the undersigned hereby sells, assigns and transfers unto
the within Obligation and all rights thereunder, and does hereby irrevocably constitute and
appoint attorney to transfer the said Obligation on the books kept for
registration of the within Obligation,with full power of substitution in the premises.
Date
NOTICE: The assignor's signature to this
assignment must correspond with the name as it
appears upon the face of the within Obligation in
every particular,without alteration or enlargement
or any change whatsoever.
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Signature Guaranteed:
Signature(s)must be guaranteed by an
"eligible guarantor institution"meeting
the requirements of the Registrar,which
requirements include membership or
participation in STAMP or such other
"signature guaranty program"as may be
determined by the Registrar in addition to
or in substitution for STAMP, all in
accordance with the Securities Exchange
Act of 1934, as amended.
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE:
Section 3. General Obligation Equipment Certificates of Indebtedness, Series
2002B Bond Fund. So long as any of the Obligations are outstanding and any principal of or
interest thereon unpaid, the Community Development and Financial Services Director shall
maintain a separate debt service fund on the official books and records of the Issuer to be known
as the General Obligation Equipment Certificates of Indebtedness, Series 2002B Bond Fund(the
Bond Fund), and the principal of and interest on the Obligations shall be payable from the Bond
Fund. The Issuer irrevocably appropriates to the Bond Fund(a) all taxes levied and collected in
accordance with this Resolution and(b) all other moneys as shall be appropriated by the City
Council to the Bond Fund from time to time. If the balance in the Bond Fund is at any time
insufficient to pay all interest and principal then due on all Obligations payable therefrom, the
payment shall be made from any fund of the Issuer which is available for that purpose, subject to
reimbursement from the Bond Fund when the balance therein is sufficient, and the City Council
covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take
care of any accumulated or anticipated deficiency,which levy is not subject to any constitutional
or statutory limitation.
Section 4. Pledge of Taxing Powers. For the prompt and full payment of the
principal of and interest on the Obligations as such payments respectively become due,the full
faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably
pledged. In order to produce aggregate amounts not less than 5% in excess of the amount needed
to meet when due the principal and interest payments on the Obligations, ad valorem taxes are
hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the
following years and amounts:
S
Levy Years Collection Fears Amount
2001-2005 2002-2006 See attached Leery Computation
The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid,
provided that the Issuer reserves the right and power to reduce the tax levies in accordance with
the provisions of Minnesota Statutes, Section 475.61.
Section 5. Defeasance. When all of the Obligations have been discharged as
provided in this section, all pledges, covenants and other rights granted by this Resolution to the
registered owners of the Obligations shall cease. The Issuer may discharge its obligations with
respect to any Obligations 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 Obligation 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 to the date of
such deposit. The Issuer may also at any time discharge its obligations with respect to any
Obligations, 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 and interest to become due thereon to maturity or
earlier designated redemption date.
Section 6. Certification of Proceedings.
6.01. Registration of Obligations. The Community Development and Financial
Services Director is hereby authorized and directed to file a certified copy of this resolution with
the County Auditor of Hennepin County and obtain a certificate that the Obligations have been
duly entered upon the County Auditor's bond register.
6.02. Authentication of Transcript. The officers of the Issuer and the County
Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey
&Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the
Obligations and such other affidavits, certificates and information as may be required to show
the facts relating to the legality and marketability of the Obligations, 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,including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements contained therein.
Section 7. Tax Covenants; Arbitrage Matters and Continuing Disclosure.
7.01. General Tax Covenant. The Issuer covenants and agrees with the registered
owners from time to time of the Obligations that it will not take, or permit to be taken by any of
its officers, employees or agents, any actions that would cause interest on the Obligations to
become includable in gross income of the recipient under the Internal Revenue Code of 1956
(the Code) and applicable Treasury Regulations (the Regulations), and covenants to take any and
all actions within its powers to ensure that the interest on the Obligations will not become
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includable in gross income of the recipient under the Code and the Regulations. In particular,the
Issuer covenants and agrees that all proceeds of the Obligations will be expended solely for the
payment of the costs of acquisition and installation of capital equipment to be owned and
maintained by the Issuer and used in the Issuer's general governmental operations. The Issuer
shall not enter into any lease, use or other agreement with any non-governmental person relating
to the use of the equipment or security for the payment of the Obligations which might cause the
Obligations to be considered"private activity bonds"or"private loan bonds"pursuant to Section
141 of the Code.
7.02. Certification. The Mayor and City Manager being the officers of the Issuer
charged with the responsibility for issuing the Obligations pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code, and applicable Regulations, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Obligations which make it
reasonable to expect that the proceeds of the Obligations will not be used in a manner that would
cause the Obligations to be"arbitrage bonds"within the meaning of the Code and Regulations.
7.03. Arbitrage Rebate. The Issuer acknowledges that the Obligations are subject
to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain
such records, make such determinations, file such reports and documents and pay such amounts
at such times as are required under Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes,unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"of the Bonds
(other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
7.04. Qualified Tax-Exempt Obligations. The City Council hereby designates the
Obligations as"qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Code
relating to the disallowance of interest expense for financial institutions, and hereby finds that
the reasonably anticipated amount of qualified tax-exempt obligations(within the meaning of
Section 265(b)(3) of the Code)which will be issued by the Issuer and all subordinate entities
during calendar year 2002 does not exceed$10,000,000.
7.05. Reimbursement. The Issuer certifies that the proceeds of the Obligations
will not be used by the Issuer to reimburse itself for any expenditure with respect to the
equipment which the Issuer paid or will have paid more than 60 days prior to the issuance of the
Obligations unless,with respect to such prior expenditures,the Issuer shall have made a
declaration of official intent which complies with the provisions of Section 1.150-2 of the
Regulations; provided that this certification shall not apply(i) with respect to certain de minimis
expenditures, if any,with respect to the equipment meeting the requirements of Section 1.150-
2(f)(1) of the Regulations, or(ii)with respect to "preliminary expenditures" for the equipment as
defined in Section 1.150-2(f)(2) of the Regulations which in the aggregate do not exceed 20% of
the"issue price"of the Obligations.
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ADOPTED by the City Council of the City of Eden Prairie this 5 h day of February,
2002.
Ronald Case,Acting Mayor
ATTEST:
g�E
Kathl en A.Porta, City Clerk
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