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HomeMy WebLinkAboutResolution - 1056 - $900,000 Terms of Sale Improvement Bonds - 12/01/1975 RESOLUTION NO. 1056 RESOLUTION ESTABLISHING THE TERMS OF $900 ,000 GENERAL OBLIGATION IMPROVEMENT BONDS, AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED by the City Council of the City of Eden Prairie, Minne- sota, as follows : Section 1 . Authorization and Sale. Pursuant to Minnesota Statutes , Chapter 429 the Council has determined the necessity of the issuance of General Obligation Improvement Bonds of the Uity in the principal amount of $900,000 for the purpose of paying the cost of local improvements, including the sum of $17 ,500 representing interest on the bonds as authorized by Minnesota Statutes , Section 475. 56 , and has contracted for the sale thereof at a price of $682 ,500 , plus accrued interest on the principal amount of $900,000 to the date of delivery, and upon the further terms and conditions which are set forth in this resolution.. Section 2. Form of Bonds and Coupons. 2,01 The bonds issued hereunder shall be printed in substantially the fol- lowing form: i -1 - RESOLUTION NO. 1056 RESOLUTION ESTABLISHING THE TERMS OF $900,000 GENERAL OBLIGATION IMPROVSMICENr BO';DS, AND PROVIDING FOR THEIR. PAY"ciiT BE IT RESOLVED by the City Council of the City of Eden Prairie, Minne- sota , as follows : Section 1 . Authorization and Sale. Pursuant to Minnesota Statutes , Chapter 429 the Council has d?termined the necessity of the issuance of General Obligation Improvement Bu-^ds of the City in the principal amount of S0.00,000 for the purpose of paying the cost of local improvements , including the sum of $17,500 representing inter-est on the bonds as authorized by Minnesota Statutes, Section 475. 56, and has contracted for the sale thereof at a price of S 880,705 , plus accrued interest on the principal amount of $900,000 to the date of delivery, and upon the Further terms and conditions which are set forth in this resolution. Section 2. Form of Bonds and Coupons . 2.01 The bonds issued hereunder shall be printed in substantially the fol- lowi.ng form: -1- UNITED STATES OF AMERICA s STATE OF MININESOTA COU11TY OF HENNEPIN CITY OF EDEN PRAIRIE GENER,411 OBLIGATION IMPROVEMENT BOND $ 5,000 KNO'.! ALL ',E;r BY THESE PRESENTS that the City of Eden Prairie, a duly organized and existing municipality of Hennepin County, 11innesota, for value received ackno,,iledges itself to be indebted and promises to pay to bearer the su,:, of FIVE THOUSAND DOLLARS on the lst day of Cce, ber, 19 , or, if this bond is prepayable as stated below, on an earlier date on which it shall have been duly called for redemption, and to pay interest thereon at the rate of per cent ( ) per anr.,.,m from the date hereof until said principal sum is paid cr until this bond , if pre-ayable, has been duly called for redemption ; said in- terest being payable iu:ne 1 , 197a, and semiannually thereafter on December 1 and June 1 in each year, interest to maturity being payable in accordance with and Upon presentation and surrender of the interest coupons appurtenant hereto. Both principal and interest are payable at the main office of the Northwestern National Bank of Minneapolis , in Minneapolis , Minnesota , or at the office of such successor paying agent as may be designated by the City Council under the pro- visions of the reso"cation authorizing the issuance hereof, in any coin or cur- rency of tha United States of America which on the respective dates of payment is legal tender for pa,­-ent of public and private debts , and for the prompt and full payment thereof :-rh_n due the full faith and credit and taxing powers of the City of Eden Prairie nave been and are hereby irrevocably pledged . This bond is one of an issue in the aggregate principal amount of S900,000, all of like date and tenor except as to serial number, interest rate, maturity and redemption provisions , issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling , including Minnesota Statutes , Chapters 429 and 475 , for the purpose of defraying expenses incurred in constructing various local im- provements of special b_r,efit to properties within the City. This bond is pay=ble primarily from the City' s Improvement Bond Rec+er^ption Fund, but the City Council is required by law to pay maturing principal and interest out of any tunas in the treasury if moneys on hand in said fund are insufficient therefor. The bonds of this issue maturing in the years 1978 through 1985 are not subject to redemption, before maturity, but those maturing in the years 1980' through 1992 are each subject to redemption and prepayment at the option of the City on Decemmber 1 , 1985 , and on any interest payment date thereafter , in inverse order of their serial numbers , and at a price of par plus accrued interest to the date fixed for redemption. Not less than thirty days before the date fixed for prepayment and redemption of any bond, notice of the call -2- thereof will be published in a financial newspaper in a Minnesota city of the first class or its metropolitan area . Such notice will also be mailed to the holder, if `rno•dn , of each bond called f or redemption , and to the bank at ..hi ch principal and interest thereon are the payable, but published notice of redemp- tion shall be effective without mailing. Holders of prepayable bonds may request mailed notice of redemption by notifying the City Treasurer in writing :) their names and addresses and the serial numbers of the bonds held by them. IT IS CERTIFIED AND RECITED t^at all acts , conditions and thi :cs re- quired 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 City according to its terms have been done, do exist, have happened and have been performed as so required ; that the City has duly contracted for the making of said improvements and will cause the sarne to be completed with the funds made available by this issue; that said Irprovernent Bond Redemption Fund has been duly created and provision made for the support thereof by special assessments to be levied for collection in the years and in aggregate amounts not less than 59 in excess of the amounts needed to pay the principal of and interest on the bonds of this issue when due, but taxes, f needed for this purpose, are re- quired by lawr to be levied upon all taxable property in the City , without iirnitation as to rate or amount; and that the issuance of this bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. IN t•:ITNESS WHEREOF the City of Eden Prairie , by its City Council , has .aused this bond and the '_-ertificate printed on the reverse side hereof and the coupons appurtenant hereto to be executed by the signatures of the Mayor and City Manager and its corporate seal to be affixed hereto, said sig- natures and seal being true and correct printed , lithographed or engraved facsimiles of the originals thereof, except for the signature of the City Manager manually subscribed on the face of this bond, and has caused this bond to be dated as of December 1 , 1975. (Facsimile signature) Mayor City Manager (Facsimile Seal ) 2.02 Interest on each bond to maturity shall be represented by a consecu- tively numbered set of interest coupons, printed in substantially the following form: -3- No. $ On the first day of June (December) , 19 unless th_ bond described belo,e; is subject to and has been called for earlier redemption, the City of Eder Prairie, Hennepin Count„ Xinnesota, will pay to bearer at the main office of the Northwestern National Bank of P•9'inneapolis in Minneapolis, Minnesota, the amount sho-iin hereon in lawful money of The United States of America fcr interest then due on its General Obligation Improvement Bond, dated Dece;:^,er 1 , 1975, No. (Facsimile signature) (Facsimile signature) City Manager Mayor 2.03 A copy of the text. o the legal opinion of bond counsel shall be printed on the reverse side of each bond and identified by a certi-ficate in she fol l oai ng form: We certify that the above is a full , true and correct copy of the legal opinion rendered by bond counsel on the issue of bonds of the City of Eden Prairie , Minnesota, which includes the within bond , dated =s of the date of delivery of and payment for the bonds. (Facsimile signature) (Facsimile signature) City Manager Mayor + -4- Section 3. Bond Terms , Exertion and Delivery. 3.01 The bonds issued hereun4er s�:all be designated General Obligation Improve; .ent Bonds , dated December 7 , ; .Z75 , shall be issued in the denomination of $ 5,000 each , numbered serially -roe- 1 zo 108, inclusive , shall mature seri- ally on December 1 in the respective .gars and amounts stated below and shall bear interest from date of issue ur it ?id or duly called for redemption at the respective annual rates stated o ;;:Dsit:e their maturity years : Interest Interest Year Amount Rate Year Amount Rate 1978 $25 ,000 5.00% 1986 $75,000 6.25% 1979 25,000 5. 15% 1987 75,000 6.40% 1980 25,000 5. 30% 1988 75,000 6.60% 1981 25 ,000 5.450% 1989 75,000 6.70% 1982 50,000 5.60% 1990 75,000 6.80% 1983 75,000 5.80% 1991 75,000 6.90% 1984 75,000 6. 00% 1992 75,000 6.90% 1985 75,000 6. 10% 3.02 The bands maturing in the .ears 1978 through 1985 shall not be sub- ject to redemption before maturity. Th,e bonds maturing in the years 1986 through 1992 shall each be subject to redemption and prepayment at the option of the City on December i , 1985, and on any interest payment date thereafter, in inverse order of their serial numbers , and at a price of par plus accrued interest to the date fixed for redemption. Not less than thirty days before the date fixed for raderrption of any bonds , notice of the call thereof shall be published in a daily or weekly periodical in a hii nneso_a city of the first class or its metro- politan area , v.,hich circulates throus^o::t the State and furnishes financial news as - a part of its service , and shall also be mailed to the holder, of each bond called for redemption :rho has filed Wit: the Treasurer a written request to receive such notice , but failure to i1 notice shall not affect the validity of the published call for redemption. 3.03 The interest on the bonds shall be payable June 1 , 1976 , and semi- annually thereafter on December 1 and Lune 1 in each year. The principal of and interest on the bonds shall be payable at the main office of the Northwestern Na t4 ona 1 Bank of Minneapolis in Minneapolis , Minnesota , which is designated as paying agent, or in the event of its resignation , removal or incapability of acting as paying agent, at the office o. such successor paying agent as may be appointed by the City Council , and 'he City agrees to pay the reasonable and customary charges of the paying agent for this service. Upon merger or consolidation of the paying agent with another corporation , if the resulting corporation is a bank or trust company authorized by law to conduct such busi- ness , such corporation shall be authorized to act as successor paying agent. No resignation of the paying agent and r,o appointment of a successor paying agent shall become effective until the rate specified in a notice of the ap- pointment 1•rhich the Council shall cause to be published in a financial nears- paper in a Minnesota city of the first class or its metropolitan area, not less than thirty days before said effective date. 3.04 The bonds and the certificate on the reverse side thereof and the interest coupons appurtenant thereto shall be executed in behalf of the City by the signatures of the Mayor and of the City Manager. All of the signatures -5- shall be printed , engraved or lithographed facsimiles of the original signatures of the officers , except for the signature of the City Manager on the face of each bond , which shall be manually subscribed , and a facsimile of the seal shall be printed on the face of each bond. On the date fixed for the delivery of the bonds the Mayor and City Manager shall make and file in the office of the City Clerk and deliver to the purchasers a certificate in accordance with the provi- sions of Section 103(c) of the Internal Revenue Code of 1954 , as amended , and Proposed Treasury Regulations , Sections 1 . 103-13 and 1 . 103-14, stating that on the basis of facts , estimates and circumstances in existence on the ate of issue and delivery of the bonds , as such facts , estimates and circumstances are set forth in the certificate, it is not expected that the proceeds of the bonds will be used -in a manner that would cause the bonds to be arbitrage bonds within the meaning of said Code and Regulations . Section 4. Application of Bond Proceeds . 4. 01 The accrued interest paid by the purchasers shall be credited to the Improvement Bond Redemption Fund referred to below. The remaining proceeds shall be credited to the funds of the improvements described in Section 4. 02, in amounts determined to be necessary, with other funds on hand therein , to pay the costs of the improvement for which they have been established. There shall also be credited to each of the improvement funds all special assessments levied with respect to the improvement for which it is established, until all costs of that improvement have been paid. After all costs of each improvement have been paid , its fund shall be discontinued and any bond proceeds remaining therein may be transferred to the 'Fund established for the construction of any other improve- ment instituted pursuant to Chapter 429 , Minnesota Statutes . All special assessments and taxes , if any, then on hand in the improvement fund or there- after received , and any bond proceeds not so transferred , shall be transferred to the Improvement Bond Redemption Fund . 4. 02 The proceeds of the bonds herein authorized are appropriated for the payment of the cost of the following designated improvements instituted pursuant to Chapter 429 , each of which has been ordered following public hear- ing and notice as required by law, and contracts for the completion of all or a substantial part of each improvement have been awarded upon public advertise- ment for bids , and costs of the respective improvements are estimated to be not less than the following amounts : Luther Way storm sewer $ 2,451 Baker-Mitchell road project 6,374 Ring Route road project 225,528 Edendale Road improvements 218,664 Scenic Heights Road improvements 429,483 Total $882,500 4. 03 The City covenants and agrees that it has done or will do and per- form all acts and things necessary for the final and valid levy of said special assessments , and for the extension thereof upon the tax rolls of the City at the same time as general taxes , with interest on deferred installments thereof S at a rate not less than that payable on the bonds. In the event that any assess- ment should at any time be held invalid with respect to any property, due to any -6- shall be printed , engraved or lithographed facsimiles of the original signatures of the officers , except for the signature of the City Manager on the face of each bond, ;.;rich shall be manually sulliScribed, and a facsimile of the seal shall be printed on the face of each bond. On The date fixed for the delivery of the bonds the Mayor and City Manager shall make and file in the office of the City Clerk and deliver to the purchasers a certificate in accordance with the provi- sions of Section 103(c ) of the Internal Revenue Code of 1954 , as amended , and Proposed Treasury Regulations , Secticns 1 . 103-13 and 1 . 103-14, stating that on the, basis of facts , estimates and circumstances in existence on the aLe of issue and delivery of the bonds , as such facts , estimates and circumstances are set forth in the certificate, it is not expected that the proceeds of the bends will be used in a manner that would cause the bonds to be arbitrage bonds within the meaning of said Code and Regulations . Section 4. Application o+ :_'end Proceeds. 4.01 The accrued interest paid by the purchasers shall be credited to the Improvement Bond Redemption Fund referred to below. The remaining proceeds shall be credited to the funds of the inprov-rents described in Section 4. 02, in amounts determined to be necessary , with other -Funds on hand therein, to pay the costs of the improvement for which they have been established. There shall also be credited to each of the improvement funds all special assessments levied ',rith respect to the i►nprovement for which it is established, until all costs of that improvement have been paid. After all costs of each improvement have been paid , its fund shall be disctoninuQd and any bond proceeds remaining therein ray be transferred to the fund established for the construction of any other ii.^rove- ment instituted pursuant to Chapter 423, Minnesota Statutes . All special assessments and taxes , if any, then on grand in the improvement funs; or there- after received, and any bond proceeds not so transferred, shall be transferred to the Improvement Bond Redemption Fund. 4. 02 The proceeds of the bonds herein authorized .are appropriated for, the payment of the cost of the following designated improvements instituted pursuant to Chapter, 429 , each of v.hich has been ordered following publ is hear- ing and notice as required by law, any contracts for the completion of all or a substantial part of each improvement have been awarded upon public advertise- ment for bids , and costs of the respective improvements are estimated to be not less than the following amounts : . Luther Way storm sewer $ 2,500 Baker-Mitchell road project 6,500 ,Ring Route road project 230,000 Edendale Road improvements 223 ,000 Scenic Heights Road improvements 438,000 Total $900,000 4.03 The City covenants and aGreeS that it has done or will do and per- form all acts and things necessary for the final and valid levy of said special assessments , and for the extension thereof upon the tax rolls of the City at the same time as general taxes , with interest on deferred installments thereof at a rate not less than that payable on the bonds. In the event that any assess- ment should at any time be held invalid with respect to any property, due to any 'Includes $112,725 capitalized interest for payments -to and including 1211177. -6- error, defect or irregularity in any action or proceeding taken or to be taken by the City or any of its officers or employees, either in the making of the assessment or in -the performance of any condition precedent thereto , the City covenants and agrees that it will forthwith do all such further, things and take all such further proceedings as shall be required .by law to make the assessment a valid and binding lien upon the property. Section 5. Improver?ient Bond Redemption Fund. 5.01 The bonds issued hereunder shall be payable from the Improvement Bond Redemption Fund of the City, which shall be maintained as a separate and special account or, its official books and records until all bonds payable there- from have been retired. The money in this fund shall be used only to pay the principal of and interest on the bonds issued hereunder and any other bonds now or hereafter issued to pay the cost of local improvements instituted pur- suant to Minnesota Statutes , Chapter 429, and directed to be paid from the Improvement Bond Redemption Fund. 5. 02 The full faith and credit and taxing po,.rers of the City are pledged for the prompt and full payment of the principal of and interest on the bonds issued hereunder and all other bonds now or hereafter made payable from the Improvement Bond Redemption Fund. If that fund should at any time be insuffi- cient to pay such principal or interest when due, it shall be paid from any other funds of the City, and such other funds shall be reimbursed therefor when sufficient money becomes available in the Improvement Bond Redemption Fund. No tax is levied for the payment of the bonds at this time , inasmuch as the estimated collections of th., special assessments described in Section 4 are sufficient for compliance with the provisions of Minnesota Statutes , Section 475. 61 ; but the City covenants and agrees that it will in accordance with the provisions of that statute levy and cause to be extended , assessed and collected any taxes found necessary for full payment of the principal and interest. Section 6. Defeasance. When any boric of this issue and all interest accrued thereon has been fully paid , or provisici for such payment has been made in the manner herein set forth , all pledges , covenants and other rights granted to the holder thereof by this resolution shall cease, and the bond shall no longer be considered outstanding hereunder. Any bond or coupon for the payment or redemption of which money shall have been deposited with the paying agent, whether at or prior to the maturity thereof, shall be deemed paid within the meaning of this section , provided that i.f any such bond is to be redeemed before maturity, notice of the redemption thereof shall have been duly published. Alternatively, any bonds and the coupons appertaining thereto, whether at or before the maturity or redemption date of such bonds , shall be deemed paid within the meaning of this section if, but only if: (a) In case any of such bonds are to be redeemed before maturity, notice of such redemption shall have been duly published ; and (b) There shall have been deposited in escrow with a bank or trust company qualified by law to perform the duties referred to in clause (c) below -7- securities which are direct obligations of the United States , or of such agen- cies of the United States as may be permit.ted by the principal of and i n- terest on which, when due , will provide money vih i ch , together with any money deposited with the escrow agent at the same time , -v;ill be sufficient to pay the Principal and interest due and to become cue on such bonds on and prior to the redemption dates or maturity dates thereof , as the case may be; and (c) The escro�,•r agent shall enter into an agreement with the City pro- viding that all securities so deposited and all roney deposited and received in payment of the securities will be held in trust for and be applied only to the payment of the principal due on the maturity dates or earlier redemption dates of such bonds , as the case may be , and the interest i•rhen due thereon at and prior to such maturity and redemption dates; and (d) Such deposit and escrow agreement sh-all be made and executed only Pursuant to and in accordance with express authorization by laws then in effect. Section 7. Certifications of Proceedings . 7.01 .The City Clerk is directed to file with the Director of Finance and Records of Hennepin County a certified copy of this resolution, end such other information as the Director of Finance and Records may require, and to obtain from the Director of Finance and Records a certificate stating that such bonds have been entered upon his bond register. 7.02 The officers of the City and the Director of Finance and Records are authorized and directed to prepare and furnish to the purchasers of the bonds , and to bond counsel , certified copies of all proceedings and records of the City relating to the authorization and issuar�ce of the bonds and such other affidavits and certificates as may be reasonably required to show the facts relating to the legality and marketability of the bonds , as such facts apppear from the officers ' books and records or are otherwise kn %,n to them. A11 such certified copies , certificates and affidavits , including any hereto- fore furnished , constitute representations of the City as to the facts recited therein. Mayor r Attest: -�.- Clerk 1 _g_