HomeMy WebLinkAboutResolution - 78-43 - Authorizing, Selling and Establishing the Terms and Making Provision for Payment of $5,090,000 General Obligation Refunding Improvement Bonds - Member Meyers then introduced the following
resolution and moved its adoption:
• RESOLUTION NO. 78-43
RESOLUTION AUTHORIZING, SELLING AND ESTABLISHING
THE TERMS AND MAKING PROVISION FOR PAYMENT OF
$5,090, 000 GENERAL OBLIGATION REFUNDING IMPROVE-
MENT BONDS
BE IT RESOLVED by the City Council of the City of Eden
Prairie, Minnesota, as follows:
Section 1. Authorization and Sale
1. 01. This Council by resolution adopted on February 21, 1978,
authorized the issuance and sale of $5,090,000 General Obligation
Refunding Improvement Bonds (the Bonds) of the City to be dated
March 1, 1978, to refund in advance of their maturities $5,090,000
aggregate principal amount of Improvement Bonds of the City, of the
issues dated September 1, 1974, December 1, 1975, and October 1,
1976 (the Refunded Bonds) for the purpose of reducing the interest
cost to -the City on the outstanding Refunded Bonds.
1. 02. Notice of sale of the Bonds has been duly published and
the Council has publicly received, opened and considered all sealed
bids presented in conformity with the notice and has accepted the
bid of Continental Illinois National Bank & Trust Company, Chicago, IllinoiE
. and associates to purchase the Bonds upon the terms and conditions
set forth in this resolution. It is hereby determined that by accept-
ance of said bid, and the refunding of the Refunded Bonds in accordance
with the procedures set forth in Minnesota Statutes, Section 475.67 ,
the interest cost to the City can be substantially reduced from a
net effective rate of 6. 202% for the outstanding Refunded Bonds to
5.29% for the Bonds now to be sold and issued.
Section 2. Form of Bonds and Coupons
2. 01. The Bonds shall be -printed in substantially the following
form:
UNITED STATES OF AMERICA
STATE OF' MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION REFUNDING IMPROVEMENT BOND
No. $5,000
KNOW ALL MEN BY THESE PRESENTS, that the City of Eden
Prairie, a duly organized and existing municipal corporation of
Hennepin County, Minnesota, hereby acknowledges itself to be
indebted and for value received promises to pay to bearer upon
presentation and surrender hereof the sum of
FIVE THOUSAND DOLLARS
on the lst• day of January, 19 or if this Bond is redeemable as
stated below, on an earlier date on which it shall have been duly
called for redemption, and to pay interest thereon from the date
hereof until said principal sum is paid or until this Bond, if re-
deemable, has been duly called for redemption, at the rate of
percent ( o) per annum, payable
• semiannually on each January 1 and July 1, commencing on January
1, 1978 , in accordance with and upon presentation and surrender of
the interest coupons appurtenant hereto. Both principal and inter-
est are payable at the main office of the Northwestern National Bank
of Minneapolis, in Minneapolis, Minnesota or
its successor, in any coin or currency of the United States of
America, which on the respective dates of payment is legal tender
for public and private debts. For- the prompt and full payment of
such principal and interest as the same become due, the full faith,
credit and taxing powers of the City are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal
amount of $5, 090,000, all of like date and tenor except as to
serial number, interest rate, redemption privilege and maturity
date, issued for the purpose of refunding in advance of their
maturities $5,090,000 aggregate principal amount of Improvement
Bonds of the City of the issues dated September 1, 1974 , December
1, 1975, and October 1, 1976 (the Refunded Bonds) , pursuant to and
in full conformity with the Constitution and laws of the State of
Minnesota. This Bond is payable primarily from the Improvement
Bond Redemption Fund of -the City, but the Council is required by
law to pay maturing principal thereof and interest thereon out of
any funds in the treasury if moneys on hand in said special Fund
are insufficient therefor.
Bonds of this issue maturing in the years 1980 through 1990
are payable on their respective maturity dates without option of
prior payment. Bonds having stated maturity dates in the years 1991
through 1996 are each subject to redemption and prepayment at the
option of the City on January 1 , 1990 , and any interest payment
date thereafter, in inverse order of their serial numbers, at a
price equal to the principal amount thereof plus accrued interest,
• and upon notice published in a financial periodical published in
a Minnesota city of the first class or its metropolitan area and
mailed to the bank at which principal and interest are then payable,
not less than thirty days before the redemption date.
IT IS HEREBY CERTIFIED AND RECITED that all acts, condi-
tions and things required by the Constitution and laws of the
State of Minnesota to be done, to happen, to exist and to be per-
formed precedent to and in the issuance of this Bond in order to
make it a valid and binding general obligation of the City accord-
ing to its terms, have been done, have happened, do exist and have
been performed in regular and due form, time and manner as so re-
quired; that each and all of the Refunded Bonds mature or have been
duly called for redemption and prepayment on or prior to January 1,
1987, and the City has appropriated the proceeds of the Bonds of
this issue, together with such other legally available funds of
the City as may be required, and has invested such moneys in secur-
ities issued by the United States or certain agencies thereof, in
such amount, maturing on such dates, and bearing interest at such
rates as are required to provide funds sufficient to pay all prin-
cipal and interest and redemption premiums due on the Refunded
Bonds on or before January 1, 1987 , and has irrevocably placed
such funds and securities in escrow for this purpose; that, prior
to the issuance hereof the City has levied ad valorem taxes upon
all taxable property within the City and special assessments on
• property specially benefited by the improvements financed by the
Refunded Bonds, collectible in the years and amounts required to
produce sums not less than 5% in excess of the principal of and
interest on the Bonds of this issue as such principal and interest
respectively become due, and has appropriated the same to said
Fund, and additional taxes, if needed for such purpose, will be
levied upon all taxable property, without limitation 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 WITNESS WHEREOF the. City of Eden Prairie, Hennepin County,
Minnesota, by its City Council, has caused this Bond and the interest
coupons appurtenant hereto and the certificate on the reverse side
hereof to be executed and authenticated by the signatures of the Mayor,
City Manager and Finance Director/Clerk, and sealed with its corporate
seal, all such signatures and the corporate seal being authentic
printed, engraved or lithographed facsimiles except for the manual
signature of one of said officers on the face of this Bond, and has
dated this Bond as of March 1, 1978.
May
Cio Manager
Attest:
F aAce D ctor Clerk
(SEAL)
2. 02.. A copy of the text of the legal opinion of bond counsel
shall be printed on the reverse side of each Bond and identified by
1 • a certificate in the. following 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 which includes the within Bond, dated as
of the date of delivery of and payment for the Bonds.
(Facsimile signature) (Facsimile signature) (Facsimile signature)
Finance Director/Clerk City Manager Mayor
2. 03. Interest on each Bond to maturity shall be represented
by a consecutively numbered set bf interest coupons , printed in
substantially the following farm:
No. $
Unless this Bond is subject to and is called for earlier
redemption, on the 1st day of* January (July) , 19 , the City of
Eden Prairie, Hennepin County, Minnesota, will pay to bearer, at the main
office of -the Northwestern National Bank of Minneapolis, 01
in Minneapolis , Minnesota , the amount. shown hereon in lawful
money of the United States of America for interest then due on its
General Obligation Refunding Improvement Bond, dated March 1, 1978,
No.
(Facsimile signature) (Facsimile signature) (Facsimile signature)
• Finance Director/Clerk City Manager Mayor
Section 3. Bond Terms, Execution and Delivery
• 3. 01. The Bonds shall be titled General Obligation Refunding
Improvement Bonds, dated March 1, 1978, shall be issued in the
denomination of $5,000 each, numbered serially from 1 to 1,018 ,
inclusive, shall mature serially on January 1 in the respective
years and amounts stated below, and shall bear interest from date
of issue until paid or duly called for redemption at the respec-
tive annual rates stated opposite such maturity years and amounts:
Year Amount Rate Year Amount Rate
1980 $265, 000 5.00% 1988 $375,000 5.10%
1981 250,000 5.00% 1989 500,000 5.10%
1982 300,000 5.00% 1990 500,000 5.20%
1983 325,000 5.00% 1991 500,000 5.20%
1984 400,000 5. 00% 1992 100,000 5.20%
1985 400,000 5.00% 1993 100,000 5.20%
1986 400,000 5.00% 1994 100,000 5.25%
1987 375, 000 5.10% 1995 100,000 5.25%
1996 100,000 5.25%
3. 02. Interest on the Bonds shall be payable semiannually on
January 1 and July 1 in each year, commencing January 1, 1979. The
principal of and interest on the Bonds shall be payable at the main office
of the Northwestern National Bank of Minneapolir. 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 of such successor paying agent as may
be appointed by the Council, and the City agrees to pay the reason-
able and customary charges of the paying agent for this service..
3. 03. The Bonds maturing in the years 1980' through 1990 shall
net be subject to redemption before maturity, but those maturing
in the years 1991 through 1996 shall be each subject to redemption
and prepayment at the option of the City in inverse order of their
serial numbers on January 1, 1990, and any interest payment date
thereafter, at a price equal to the principal amount thereof plus
accrued interest, upon notice published in a financial periodical
published in a Minnesota city of the first class or its metropoli-
tan area and- in a financial .newspaper of national circulation and -
mailed to the bank at which principal and interest are then pay-
able not less than thirty days before the redemption date.
3. 04. The Bonds and the interest coupons and the certificate
on the reverse side of each Bond shall be executed and authenticated
in behalf of the City by the signatures of the Mayor, the City
Manager and the Finance Director/Clerk and sealed with the corporate
seal of the City. All such signatures and the corporate seal shall
be printed, engraved or lithographed facsimiles except for the manual
signature of one of these officers on the face of each Bond. The
Bonds shall then be delivered by the Finance Director/Clerk to the
purchasers on receipt of the cash purchase price stated in Section
1. 02. The purchasers shall not be required to see to the applica-
tion of the proceeds of the Bonds.
a A
Section 4. Use of Bond Proceeds and Accrued Interest
The proceeds of the Bonds, including accrued interest, are
irrevocably appropriated, together with such additional sum as may
be required from funds now on hand, for the payment and redemption
of the outstanding Refunded Bonds at their respective maturities
or at the earlier date hereinafter specified for the redemption
thereof, and for the payment of .interest and redemption premiums
to -become due on the Refunded Bonds on or before the respective
dates on which they are to be paid and redeemed. The Finance
Director/Clerk is hereby authorized and directed, simultaneously
with the delivery of the Bonds, to deposit the proceeds thereof,
including accrued interest, and any additional sum which may be
required, in escrow with the Northwestern National Bank of
Minneapolis , in Minneapolip, Minnesota ,
a banking institution whose deposits are insured by the Federal
Deposit Insurance Corporation and whose combined capital and
surplus is not less than $500, 000, and shall invest the funds so
deposited in securities authorized for such purpose by Section
475. 67, subdivision 8, as amended, maturing on such dates and
bearing interest at such rates as will provide moneys sufficient
to pay the interest to accrue on the Refunded Bonds being refunded
to their respective maturity dates or the date hereinafter desig-
nated for their earlier redemption and prepayment, and to pay the
principal amount of each of the Refunded Bonds at maturity or at
the date hereinafter designated for the redemption and prepayment
thereof, and the redemption premiums due on the Refunded Bonds
being called for redemption and prepayment in advance of their
maturity.. The Mayor and City Manager are hereby authorized to
enter into an escrow agreement with said Bank establishing the
terms and conditions for the escrow account in accordance with
Minnesota Statutes, Section 475. 67.
Section 5. Improvement Bond Redemption Fund; Tax Levies
5. 01. The Refunded Bonds, including interest thereon, will be
payable primarily from the escrow account established as of the
day of delivery of the Bonds, and the cash and securities to be
deposited therein are irrevocably pledged to that purpose; there-
fore, so long as the escrow account is maintainted as provided in
the escrow agreement, the taxes and special assessments originally
levied for payment of all of the Refunded Bonds and interest thereon,
will not be required for said purpose, and are available for appro-
priation, and are hereby appropriated, to the payment of the Bonds.
5. 02. The Bonds shall be payable from the Improvement Bond
Redemption Fund of the City created by Ordinance No. 54 of the City
which is by reference incorporated herein and made a part hereof,
and each and all of the terms and provisions of such ordinance and
of this resolution shall constitute covenants for the security of
the holders from time to time of the Bonds. Into the Improvement
Bond Redemption Fund shall be credited any taxes, assessments and
other revenues now or hereinafter appropriated to the payment of
• the Refunded Bonds. It is hereby found and determined that the
collections of special assessments and taxes heretofore levied and
appropriated to the Improvement Bond Redemption Fund will produce
sums at least 5% in excess of the amounts annually needed to pay
when due the principal of and interest on all of the bonds payable
therefrom, including the Bonds issued hereunder, and therefore no
additional taxes will be levied at this time.
Section 6. Redemption of Refunded Bonds
The City Manager is hereby authorized and directed forth-
with to call for redemption and prepayment on March 1, 1985, those
bonds of the issue dated September 1, 1974 , maturing in the years
1986 through 1990, to call for redemption and prepayment on December
1, 1.985, those bonds of the issue dated December 1, 1975, maturing
in the years 1986 through 1991; and to call for redemption and pre-
payment on January 1, 1987 , the bonds of the issue dated October 1,
1976 , maturing in the years 1989 through 1997 .
Section 7. Defeasance
7. 01. When the Bonds and all coupons appertaining thereto have
been discharged as provided in this section, all pledges, covenants
and other rights granted by this resolution to the holders of such
Bonds shall cease.
7. 02. The City may discharge its obligations with respect to
the Bonds and the coupons appurtenant thereto which. are due on any
date by depositing with the paying agent or agents for such Bonds
on or before that date' a sum sufficient for the payment thereof in
full; or if any Bond or coupon shall not be paid when due, it may
nevertheless be discharged by depositing with the paying agent a
sum sufficient for the payment thereof in full with interest accrued
to the date of such deposit.
7. 03. The City may also discharge its obligations with respect
to any prepayable Bond which is called for redemption on any date
in accordance with its terms, by depositing with the paying agent
. on or before that date an amount equal to the principal, interest
and redemption premium, if any, which is then due thereon, provided
that notice of such redemption has been duly given as provided in
this resolution.
7. 04. The City may also at any time discharge this issue of
Bonds in its entirety, subject to the provisions of law now or
hereafter authorizing and regulating such action, by calling all
prepayable Bonds for redemption on the next date when they may be
prepaid in accordance with their terms, by- giving the notice required
for such redemption, and 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 times and at such rates and maturing or
redeemable at the option of the holder on such dates as - shall be
required to provide funds sufficient to pay all principal, interest
and redemption premiums to become due on all Bonds of this issue on
and before the maturity dates of the Bonds or their earlier redemp-
tion date.
Section 8 . Registration of Bonds and Authentication of
Transcript
8. 01. The Finance Director/Clerk is authorized and directed
to cause a copy of this resolution to be filed with the Director of
Finance and Records of Hennepin County, and to obtain from the
Director of Finance and Records a certificate stating that the
Bonds have been duly entered upon his bond register.
8. 02. The Finance Director/Clerk and other officers of the
City and County are also authorized and directed to prepare and
furnish to the purchaser of the Bonds and to the attorneys approving
the legality thereof, certified copies of this resolution and of all
other resolutions, proceedings and records of the City relating to
the authorization and issuance of the Bonds, and all other proceed-
ings and records reasonably required to show the validity or market-
ability of the Bonds; and all statements contained in such documents
shall be deemed representations and recitals by the City of Eden
Prairie.
Section 9 . Arbitrage; Certificate of Mayor, City Manager
and Finance Director/Clerk
The Mayor, City Manager and Finance Director/Clerk, being
the officers of the City charged with the responsibility for issuing
the obligations pursuant to this resolution, are authorized and
directed to execute and deliver to the purchaser a certification in
• order to satisfy the provisions of Section 103 (c) of the Internal
Revenue Code and the regulations adopted thereunder. Such certi-
fication shall state that on the basis of the facts, estimates and
circumstances in existence on the date of issue and delivery of the
Bonds as therein set forth, it is not expected that the proceeds of
the Bonds will be used in such a manner that would cause the Bonds to
be arbitrage bonds, and the certification shall further state that
to the best of the knowledge and belief of the certifying officers
there are no other facts, estimates or circumstances that would
materially change such expectation.
X dae�L
May
Attest:
i ee Director Clerk