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HomeMy WebLinkAboutResolution - 2000-44 - Authorizing Issuance, Awarding Sale, Prescribing the Form and Details and Providing for the Payment of $600,000 General Obligation Equipment Certificates of Indebtedness, Series 2000a - 03/21/2000 Councilmembe4415M introduced the fo owing resolution and moved its adoption, which motion was seconded by Councilmember 52.. CITY OF EDEN PRAIRIE HENNEPIN COUNTY,NIINNESOTA RESOLUTION NO.2000-44 RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $600,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2000A 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. This Council,by Resolution No. 99-8 duly adopted on January 5, 1999, authorized the issuance and sale of$600,000 General Obligation Equipment Certificates of Indebtedness (the Obligations) of the Issuer to finance the costs of acquiring items of capital equipment. Said items of capital equipment have a usefal 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. Pursuant to the provisions of Minnesota Statutes, Section 475.60, subdivision 2(2), the public sale requirements do not apply to the sale of the Obligations since the Issuer has not and will not negotiate the sale of obligations pursuant to said authorization in a principal amount exceeding$1,200,000 during any 12 month period prior to or following the sale 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$600,000, on the fitrther 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 Payment. The Obligations shall be originally dated as of the date of delivery, shall be in the denomination of$5,000 each, or any integral multiple thereof, of single maturities, shall bear interest from the date of issue until paid at the annual rate of 5.25%per annum, and shall mature,without option of prior payment, on June 1 in the years and amounts stated below: Year Principal Amount 2000 $300,000 2001 150,000 2002 150,000 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 2.06 and upon any subsequent transfer or exchange pursuant to Section 2.05,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 June 1 and December 1, commencing June 1, 2000,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. 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 Obligations in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.05. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Re ister. 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. (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 furnishing 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. 2.06. 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. 2.07. Form of Obligations. The Obligations shall be prepared in substantially the following form: [Face of the Obligations] UNITED STATES OF AMERICA STATE OF MIINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRM GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2000A Interest Rate Maturity Date Date of Original Issue June 1, March_, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THE CITY OF EDEN PRAIRIE,HENNEPIN COUNTY,MIINNESOTA(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 June 1, 2000,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. 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 Obligation is one of an issue in the aggregate principal amount of$600,000 issued pursuant to a resolution adopted by the City Council on March 21,2000 (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$5,000 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 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 2000 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: March,2000. CITY OF EDEN PRAIRIE,MINNESOTA Chris Enger, Ci anager Jean L.Hams,Mayor CERTIFICATION OF NIINUTES RELATING TO $600,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2000A Issuer: City of Eden Prairie,Minnesota Governing Body: City Council Kind, date,time and place of meeting: A regular meeting held March 21,2000, at 7:30 o'clock P.M., at the City Hall Members present: Qyor4o�*1` 5 oss 7&t.2%175021�J Members absent: Documents Attached: Minutes of said meeting(including): RESOLUTION NO. 2000-44 RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF$600,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2000A I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the Obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said Obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 21st day of March, 2000. Ka een Porta, City Clerk -1-