HomeMy WebLinkAboutResolution - 2002-30 - Authorizing Issuance, Awarding Sale, Prescribing the Form and Details and Providing for the payment of $1,000,000 G.O. Bonds, Series 2002a (Joint Public Safety Facility) - 02/05/2002 CITY OF EDEN PRA_RM
HENNEPIN COUNTY,INTINNESOTA
RESOLUTION NO.2002-30
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF$1,000,000 GENERAL OBLIGATION BONDS,SERIES 2002A
(JOINT PUBLIC SAFETY FACILITY)
BE IT RESOLVED by the City Council of the City of Eden Prairie,Minnesota(the City
or 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 $1,000, 000 General Obligation Bonds, Series 2002A(Joint Public Safety
Facility)(the Bonds) of the City, pursuant to Minnesota Statutes, Chapter 475, as amended, and
Laws 1997, Chapter 231,Art. 16, Sec. 22. The Bonds will finance the City's portion of the costs
of a joint project (the"Project")between the City, the City of Bloomington,the City of Edina
and the Metropolitan Airport Commission, to acquire, construct and equip a public safety
training facility to train firefighters and law enforcement officers. On November 29th, 2001,
pursuant to Laws 1997, Chapter 231, Art. 16, Sec. 22, the City published notice in the official
newspaper of the City of its intent to authorize and issue the Bonds.
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 Bonds.
Pursuant to Minnesota Statutes, Section 475.60, subdivision 2(9),the public sale requirements do
not apply to the sale of the Bonds. The Council has received an offer from Anchor Bank,
National Association, in Eden Prairie,Minnesota(the Purchaser),to purchase the Bonds at a
price of$1,000,000, 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 City for the
sale of the Bonds with the Purchaser.
Section 2. Bond Terms;Registration;Execution and Delivery.
2.01. Issuance of Bonds. 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 Bonds 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 Bonds,to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities; Interest Rates,Denominations and Pa ment. The Bonds shall be
originally dated as of the date of delivery, shall be in denominations of$5,000 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 December 1 in the years and amounts stated below:
Year Amount Interest Rate
2002 $200,000
2003 200,000
2004 200,000
2005 200,000
2006 200,000
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond 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 Bonds 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 Bond so
delivered, exchanged or transferred.
2.03. Dates and Interest Payment Dates. Interest on the Bonds shall be payable on each
June 1 and December 1, commencing December 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$5,000 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 redemption. 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 Registrar. 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 Bonds in its possession to the successor Registrar
and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the Issuer and
the Registrar Nvith respect thereto shall be as follows:
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(a) Rester. The Registrar shall keep 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 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 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 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 canceled by the Registrar and thereafter disposed of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse 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 Issuer and 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 the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of,the principal of and interest on the Bond 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 the Bond to the extent of
the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds(except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, 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 Bond
destroyed, stolen or lost,upon the payment of the reasonable expenses and charges of the
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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 the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon fiunishing to the Registrar of an
appropriate Bond or indemnity in form, substance and amount satisfactory to it, in which
both the Issuer and the Registrar shall be named as obligees. All Bonds 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 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.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds 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 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 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
the Bond has been duly executed by the manual signature of the Registrar. 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 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 Bonds. The Bonds shall be prepared in substantially the following form:
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[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION BONDS, SERIES 2002A
Interest Rate Maturity Date Date of Original Issue
December 1, February 1, 2002
REGISTERED OWNER: ANCHOR BANK,NATIONAL ASSOCIATION
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF EDEN PRAIRIE,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, without option of prior payment, payable on June 1 and December 1 in each
year, commencing December 1, 2002,to the person in whose name this Bond 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 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.
This Bond is one of an issue in the aggregate principal amount of$1,000,000 issued
pursuant to a resolution adopted by the City Council on February 5, 2002(the Resolution),to
finance the City's portion of the cost of a joint project(the"Project")between the City,the City
of Bloomington,the City of Edina and the Metropolitan Airports Commission to acquire,
construct and equip a public safety training facility to train firefighters and law enforcement
officers. This Bond is issued pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota thereunto enabling, including Minnesota Statutes,Chapter 475, as
amended, and Laws 1997, Chapter 231, Art. 16, Sec. 22. The Bonds are issuable only in fully
registered form, 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
Bond is transferable upon the books of the Issuer at the office of the Registrar, by the registered
o-v-.mer 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
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by the registered owner or the owner's attorney; and may also be surrendered in exchange for
Bonds of other authorized denominations. Upon such transfer or exchange the Issuer will cause
a new Bond or Bonds 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 Nvith
respect to such transfer or exchange.
The Bonds have been designated by the Issuer as"qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1956.
The Issuer and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof,whether this Bond 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 Bond 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 Bonds when due, and
has appropriated such taxes to its General Obligation Bonds, Series 2002A 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 Bond,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 Bond 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,Hennepin County,Minnesota,by its
City Council,has caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager.
Date of Authentication: February 5,2002.
CITY OF EDEN PRAIRIE, MINNESOTA
City Manager Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
COMMUNITY DEVELOPMENT AND
FINANCIAL SERVICES DIRECTOR,
CITY OF EDEN PRAIRIE,MINNESOTA,
as Registrar
By
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to the applicable laws
or regulations:
TEN COM—as tenants in common UTM[A................... 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 Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the
books kept for registration of the within Bond, 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
Bond 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. Use of Proceeds. There is hereby established on the official books and
records of the City a General Obligation Bonds, Series 2002A Construction Fund (the
Construction Fund). The Community Development and Financial Services Director shall
continue to maintain the Construction Fund until payment of all costs and expenses incurred in
connection with the construction of the Project have been paid. To the Construction Fund there
shall be credited from the proceeds of the Bonds, exclusive of unused discount, accrued and
capitalized interest, an amount equal to the estimated cost of the Project and from the
Construction Fund there shall be paid all construction costs and expenses. All Bond proceeds
remaining in the Construction Fund when terminated shall be credited to the General Obligation,
Series 2002A Bond Fund created in Section 4 hereof. All proceeds of the Bonds deposited in the
Construction Fund will be expended solely for the payment of the costs of the Project.
Section 4. General Obligation Bonds, Series 2002A Bond Fund. So long as any of the
Bonds 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 Bonds, Series
2002A Bond Fund (the Bond Fund), and the principal of and interest on the Bonds 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, (b) any amount transferred from the
Construction Fund upon termination thereof and (c) 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 Bonds 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
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care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional
or statutory limitation.
Section 5. Pledge of Taxing Powers. For the prompt and full payment of the principal of
and interest on the Bonds 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 ofthe amount needed to meet when due
i the principal and interest payments on the Bonds, 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:
Levy Years Collection Years Amount
2001-2005 2002-2006 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds 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 6. 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 registered
owners of the Bonds shall cease. The Issuer 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 to the date of such deposit. The Issuer 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
and interest to become due thereon to maturity or earlier designated redemption date.
Section 7. Certification of Proceedings.
7.01. Registration of Bonds. 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 tax required by law has
been levied and the Bonds have been duly entered upon the County Auditor's bond register.
7.02. 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 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
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and certificates, including any heretofore furnished, shall be deemed representations of the Issuer
as to the correctness of all statements contained therein.
Section S. Tax Covenants;Arbitrap-e Matters and Continuing Disclosure.
8.01. General Tax Covenant. The Issuer covenants and agrees with the registered owners
from time to time of the Bonds 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 Bonds to become includable in
gross income of the recipient under the Internal Revenue Code of 1986 (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 Bonds will not become includable in gross income of the
recipient under the Code and the Regulations. The Issuer shall not enter into any lease,use or
other agreement with any non-governmental person relating to the use of the Project which might
cause the Bonds to be considered "private activity bonds" or"private loan bonds"pursuant to
Section 141 of the Code.
8.02. Certification. The Mayor and City Manager being the officers of the Issuer
charged with the responsibility for issuing the Bonds 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 Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be"arbitrage bonds" within the meaning of the Code and Regulations.
8.03, Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The Issuer 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.
8.04. Qualified Tax-Exempt Bonds. The City Council hereby designates the Bonds 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.
8.05. Reimbursement. The Issuer certifies that the proceeds of the Bonds 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 Bonds 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
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respect to the equipment meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or
(h)vrith 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
Bonds.
ADOPTED by the City Council of the City of Eden Prairie this 5`h day of February,2002.
Ronald Case,Acting Mayor
ATTEST:
Kathle A. orta, City Clerk
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