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HomeMy WebLinkAboutResolution - 78-226 - Relating to $150,000 Certificates of Indebtedness, Fixing Form and Providing for Execution and Delivery - 12/05/1978 A i RESOLUTION NO. 78-226 • RESOLUTION RELATING TO $150 ,000 CERTIFICATES OF INDEBTEDNESS: FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, . as follows: Section 1. - Recitals 1. 01. This Council has heretofore determined that it is neces- sary and in the best interests of the inhabitants of the City to issue general obligation certificates of indebtedness of the City in the amount of $150 ,000 for the purpose of financing the purchase of fire, police and street maintenance equipment. 1. 02. All acts, conditions and things necessary to be done, to exist, to happen and to be performed prior to the issuance of certificates of indebtedness for the purpose referred to in Sec- tion 1. 01 have been done, do exist and have been performed as required by law. ~ Section 2. Form of Certificates and Interest Coupons • 2. 01. The Certificates shall be in substantially the following form: • UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE CERTIFICATE OF INDEBTEDNESS No. $5,000 KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Henenpin County, Minnesota, 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 December, 19_, without option of prior payment, and to pay interest thereon from the date hereof until said prin- cipal sum is paid at the rate of percent ( %) per annum, such interest being payable on June 1, 1979 , and semiannually thereafter on each December 1 and June 1, interest to maturity being represented by and payable in accord- ance with and upon presentation and surrender of the interest coupons appurtenant hereto. Both principal and interest are pay- able at the the American National Bank and Trust Company , in St. Paul , Minnesota , or at the office of such successor paying agent as may be designated by the City Council under the provisions of the resolution authorizing the issuance hereof; 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 prin- cipal and interest as the same- become due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged. This Certificate is one of an issue in the aggregate prin- cipal amount of $150,000 , all of like date and tenor except as to serial number, maturity date and interest rate, issued by the City for the purpose of purchasing equipment, and is issued pursuant to resolutions duly adopted by the City Council .and pursuant to and - in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling. IT IS HEREBY CERTIFIED AND RECITED that all acts, condi- ti .ns and things 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 issuance of this Certificate have been done, do exist, have happened and have been performed in regular and due • form, time and manner as so required; that prior to the issuance hereof, a direct, annual, irrepealable, ad valorem tax has been -2- . duly levied upon all of the taxable property in the City for the years and in amounts at least 5% in excess of sums sufficient to pay the interest hereon and the principal hereof as they respec- tively become due, and additional taxes, if needed, will be levied upon all of such property without limitation as to rate or amount; and that this Certificate, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not exceed any constitutional .or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin County, Minnesota, by its City Council, has caused this Certifi- cate to be 'executed in its behalf by the signatures of the Mayor and the City Manager, attested by the Finance Director/Clerk, and ' sealed with its corporate seal, two of said signatures and the corporate seal being facsimiles, and the appurtenant interest coupons and the certificate on the reverse side hereof to be exe- cuted and authenticated by the facsimile signatures of said Mayor, City Manager and Finance Director/Clerk. ATTEST: Mayor • Finance Director/Clerk City Manager (SEAL) 2. 02. Interest to maturity on the Certificate shall be repre- sented by interest coupons in substantially the following form: No. $ On the lst day of June (December) , 19 the City of Eden Prairie, Hennepin County, Minnesota, will pay to bearer at the American National Bank and Trust Company , in St. Paul Minnesota the sum shown hereon for interest then due on its Certificate of Indebtedness, dated December 1, 1978 , No (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager. Mayor 2. 03. A copy of the text of the opinion of Bond Counsel shall be printed on the reverse side of each Certificate and identified by a certificate in the following form: -3- 0 • We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Certificates of Indebtedness of the City of Eden Prairie, Minnesota, which includes the within Certificate, dated as of the date of delivery of and payment for the Certificates. (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager Mayor Section 3. Terms and Execution 3. 01. The City shall forthwith issue its negotiable coupon Certificates of Indebtedness (hereinafter, the Certificates) in the aggregate principal amount of $150,000. The Certificates shall be dated December 1, 1978., shall be 30 in number and numbered 1 through 30 , each in the denomination of $5 ,000. The Certificates shall mature serially, in order of serial numbers, on December 1, in the years and amounts shown below, without option of prior redemption, and Certificates maturing in each year shall bear interest from date of issue until paid at the rate per annum shown opposite such year of maturity, as follows: Year Amount Rate • 1980 $25,000 5. 60% 1981 25,000 5.60% 1982' 50,000 5. 60% 1983 50,000 5. 60% 3. 02. Interest on the Certificates shall be payable on June 1, 1979 , and semiannually thereafter on each December 1 and June 1. The principal of and interest on the Certificates shall be payable at the the American National Bank and Trust Company in St. Paul , -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 City Council, and the 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 business, such corporation shall be authorized to act as successor paying agent. No resignation of the paying agent and no appointment of a succes- sor paying agent' shall become effective until the date specified in a notice of the appointment which the Council shall cause to be published in a financial newspaper in a Minnesota city of the first class or its metropolitan area, not less than thirty days before said effective date. -4- 3. 03. The- Certificates shall be prepared under the direction • of the Finance Director/Clerk and when so prepared shall be exe- cuted in behalf of the City by the signature of the Mayor and the City Manager, attested by the Finance Director/Clerk, and sealed with the corporate seal of the City, two of said signatures and the corporate seal being facsimiles, and the interest coupons and the certificate on the reverse side of the Certificates shall be executed and authenticated by the printed., engraved or litho- graphed facsimile signatures of the Mayor, the City Manager and the Finance Director/Clerk. When the Certificates have been so executed and authenticated, they shall be delivered by the City Treasurer to the purchaser on receipt of the purchase price here- tofore agreed upon, and said purchaser shall not be required to see to the application thereof. Section 4. Sinking Fund and Tax Levies 4. 01. There is hereby created a separate sinking fund for the Certificates, which fund shall be kept by the Treasurer apart from all other funds of the City and used for no purpose other than payment of principal and interest on the Certificates; pro- . vided, that if any payment of principal and interest shall become due when there is not sufficient money in said fund therefor, the Treasurer shall pay the same from the general fund of the City, and the general fund shall be reimbursed for such advance out of the proceeds of all taxes levied pursuant to this resolution and • all other moneys received for or appropriated to the payment of the Certificates and interest. 4. 02. For the prompt and full payment of the principal of and interest on the Certificates as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. To provide moneys for the payment thereof, there is hereby levied upon all of the taxable property in the City, a direct, general, ad valorem tax which shall be spread upon the tax rolls collectible in the years and in amounts as follows, together with and as a part of other general taxes of the City: Year Tax 1980 See 1981 schedule 1982 following 1983 The foregoing tax levies are such that if collected in full they will produce at least 5% in excess of the amount needed to pay when due the principal of and interest on the Certificates. Said tax shall be irrepealable as long as any of the Certificates are outstanding and unpaid; provided, that the City reserves the • right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475. 61. -5- COMPUTATION OF TAX LEVY ON: ' \ , . . $150, 000 CERTIFICATES OF INDEBTEDNESS CITY OF EDEN PRAIRIE, MINNESOTA . LEVY COLLECT AMOUNT AMOUNT +10% TAX 1979 1980 $ 33400 $ 367E# $ 36800 1980 l?@i $ . 32000 . $ 35200 $ 35200 198 1982 > 5600 $ 61160 0 . 1, � $ 612�U 1982 1983 y $ 52800 $ 58080 - $ 58100 . $ 173800 . 00 $ 191300 - � � . . . . . NOTE: FUNDS AVAILABLE & ON HAND AMOUNTING TO $ 8400 . 00 WILL BE USED TO PAY $ 8400 . 00 OF INTR PAYMTS DUE 6-1-1979, 12-1-1979 & � . • Section 5 . Registration, Certification of Proceedings, Investment of Moneys and Arbitrage 5 . 01. The Finance Director/Clerk is hereby authorized and directed to file a certified copy of this resolution with the Director of Finance and Records of Hennepin County, together with such other information as he 'shall require, and to obtain from said Director of Finance and Records a certificate that the Certificates have been .entered on his bond register as required by law. 5. 02. The officers of the City and the Director of Finance and Records of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Certificates, and to the attorneys rendering an opinion as to the legality of the issuance thereof, certified copies of all proceedings and records of the City, and such other affidavits, certificates and informa- tion as may be required to show the facts relating to the legality and marketability of the Certificates as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein.. 5. 03. The City covenants and agrees with the holders from time to time of the Certificates that it will not take or permit to be taken by any .of its officers, employees or agents any action which would cause the interest on the Certificates to become subject to taxation under the Internal Revenue.Code of 1954, as amended (the Code) , and regulations, amended regulations and proposed regulations issued thereunder, as now existing or as hereinafter amended or proposed and in effect at the time of such action. 5. 04. Unless and until the proposed regulations under Sec- tion 103 (c) of the Code which have been published by the Internal Revenue Service prior to the date hereof have been modified or amended in pertinent part, the Finance Director/Clerk shall ascertain monthly the amount on -deposit in the sinking fund. If the amount on deposit therein ever exceeds by more than $22 ,500 the aggregate amount of principal and interest due and payable .from the sinking fund within 13 months thereafter, such excess shall not be invested except at a yield less than or equal to the yield on the Certificates, based upon their amounts, maturities and interest rates on their date of issue, computed by the actu- arial method. If any additional certificates are ever issued and made payable from the sinking fund, the dollar amount- in the pre- ceding sentence shall be changed to equal fifteen percent of the aggregate principal amount of all certificates, including the Certificates, which are then outstanding and payable therefrom. -6- . The City reserves the right to amend the provisions of this Sec- tion 5. 04 at any time, whether prior to or after the delivery of the Certificates, if and to the extent that this Council determines that the provisions of this Section 5. 04 are not necessary in order to assure that the Certificates are not arbitrage bonds under Section 103 (c) of the Code and the appli- cable regulations. 5. 05. The Mayor, Finance Director/Clerk and City Treasurer, being the officers of the City charged with the responsibility for issuing the Certificates -pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser a certificate in accordance with the provisions of Section 103 (c) of the Code, and Treasury Regulations, Sections 1.103-13 and 1.103-14 , stating the- facts, estimates and circumstances in existence on the date of issue and delivery of the Certificates which indicate that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of said Code and Regulations. Section 6. Official Statement 6.01. The Official Statement relating to the Certificates, prepared for the City by Ehlers and Associates, Inc. , is approved., and its distribution to prospective bidders for the Certificates • ratified. The Finance Director/Clerk is authorized, in behalf of- the City, to sign and deliver- to the original purchaser of the Certificates a certificate as to the accuracy and completeness of the Official Statement. Wolfgang Penzel Mayor Attest: John D. Frane Finance- Director/Clerk • -7- CERTIFICATE I, the undersigned, being the duly qualified and acting Finance Director/Clerk of the City of Eden Prairie, Minnesota (the City) , hereby certify that attached hereto is a full, true and correct copy of Resolution No. 78-226, duly adopted by the govern- ing body of the City at a meeting thereof duly called and held on December 5, 1978, at which meeting a quorum of the governing body was present and acting throughout. WITNESS my hand and the seal of the City this 5th day of December, 1978. • inan Director/Clerk (SEAL)