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HomeMy WebLinkAboutResolution - 78-227 - Relating to $500,000 Improvement Bonds, Fixing Form and Providing for Execution and Delivery - 12/05/1978 • RESOLUTION RELATING TO $500,000 IMPROVEMENT BONDS; 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. Authorization. This Council has heretofore ordered various local improvements described below (the Improvements) to be constructed within the City under and pursuant to Minnesota Statutes, Chapter 429: T.H. 169 $264,050 Woodland/Martin Drive 80, 000 Preserve Area "F" 100,000 Neill Lake Storm Sewer 50, 000 $494,050 Bonds representing interest pursuant to Minnesota Statutes, Section 475.56: 5, 950 Total $500,000 1.02. Sale. All acts, conditions and things which are re- quired by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed prior to the issuance of the Bonds having. been done, existing and having happened, it is now necessary for this Council to establish the form and terms of the Bonds, to provide for the security thereof, and to issue the Bonds forthwith. 1.03. Maturities. ' This Council finds and determines that the maturities of the Bonds, as set forth in Section 3.01 hereof, are warranted by the anticipated collection of the assessments levied for the cost of the Improvements. Section 2. Form of Bonds and Coupons 2. 01. Form of Bonds. The Bonds shall be prepared in sub- stantially the following form: • UNITED STATES OF AI.IERICA STATE OF 14INNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE IMPROVEMENT BOND No. $5 ,000 KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Hennepin County', Minnesota (the City) , acknowledges itself to be indebted, and for value received hereby promises to pay to bearer, upon presentation and surrender hereof, the principal sum of FIVE THOUSAND DOLLARS on December 1, 19 , or, if this Bond is prepayable as stated below, on any date prior thereto 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, if this Bond is prepayable, until it has been duly called for redemp- tion and the principal thereof and the interest thereon to the date of redemption have been paid or deposited with the paying agent designated below, at the rate of hundredths percent ( o) per annum. Interest hereon is payable semiannually on June 1 and December 1 in each year, commencing June 1, 1979 , in accordance with and upon presentation and surrender of the interest coupons hereto appurtenant. Both principal and interest are payable at the American National Bank and Trust Company, in St. Paul, Minnesota, or its successor as paying agent, 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 $500, 000 (the Bonds) , all of like date and tenor except as to serial number, interest rate, redemption privilege and maturity date, issued to pay the cost of construction of various improvements in the City (the Improvements) , and is issued pur- suant to and in full conformity with the provisions of the Con- stitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. This Bond • is payable primarily from the Improvement Bond Fund (December 1, 1978) (the Fund) of the City, but the Council is required by law to pay maturing principal hereof and interest thereon out of any funds in the treasury if moneys on hand in the Fund are insuf- ficient therefor. -2- • Bonds maturing in the years 1981 through 1989 are pay- able on their respective stated maturity dates without option of prior payment, but -Bonds having stated maturity dates in the years 1990 through 1999 are each subject to redemption and pre- payment at the option of the City, in inverse order of serial numbers, on December 1, 1989 , and any interest payment date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. At least thirty days prior to the date set forth for redemption of any Bond prior to its stated maturity date, notice of the call for redemption will be published in a daily or weekly periodical published in a Minnesota city of the first class, or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and mailed to the bank at which the Bonds are then payable and to the holder thereof, if known, but no defect in or failure to give such mailed notice of redemp- tion shall affect the validity of proceedings for the redeption of any Bond. Holders of prepayable Bonds who desire to receive such notice may register their names and addresses and the serial numbers of their Bonds with the Eden Prairie Finance Director/ Clerk. 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 precedent to and in the issuance of this Bond in order to make it a valid and binding general obliga- tion of the City according to its terms have been done, to exist, have happened and have been performed as so required; that prior to the issuance hereof the City has agreed to levy special assess- ments on property specially benefited by the Improvements, col- lectible in the years and amounts required to produce sums not less than 5% in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated the same to the Fund in the manner specified in Minnesota Statutes, Section 429. 091, Subdivision 4; that, to take care of any accumulated or anticipated deficiency in the Fund, ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond did not cause the indebtedness of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin County, State of Minnesota, by its City Council, has caused this Bond to be executed in its behalf by the signatures' of the Mayor . and 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 -3- • coupons and the certificate on the reverse side hereof to be executed and authenticated by the facsimile signatures of said Mayor, City Manager and Finance Director/Clerk, all as of December 1, 1978. ATTEST: Mayor Finance Director/Clerk City Manager (FACSIMILE -SEAL) 2. 02. Form of Coupons. Interest on each Bond to maturity stall be represented by a consecutively numbered set of interest coupons printed in substantially the following form: No. $ On December (June) 1, 19 , unless the Bond to which • this coupon appertains is subject to and shall previously have been called for redemption and provision for the payment thereof shall have been made, 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 in coin or currency of the United States of America which at the time of payment is legal. tender for payment of public and private debts, for interest then due on its Improve- ment Bond, dated December 1, 1978, No. (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager Mayor 2. 03. Form of Certificate. A certificate in substantially , the following form shall be printed on the reverse side of each Bond, following a copy of the text of the legal_ opinion to be rendered by Bond Counsel: 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 as of the date of delivery of and payment for the Bonds. . (Facsimile signature) (Facsimile signature) (Facsimile signature) • Finance Director/Clerk City Manager Mayor -4- . Section 3. Bond Terms, Execution and Delivery. 3. 01. Date, Amount, Denomination and Maturity. The City shall forthwith issue and deliver the Bonds, which shall be negotiable coupon general obligation bonds, denominated Improve- ment Bonds payable primarily from the Improvement Bond Fund (December 1, 1978) created in Section 4. 02 hereof. The Bonds shall be dated as of December 1, 1978, shall be 100 in number and numbered serially from 1 to 100 , inclusive, each in the denomination of $5,000, shall mature serially on December 1 in the years and amounts set forth below, _ and the Bonds of each annual maturity shall bear interest from date of issue until paid at the rate per annum shown opposite the year of such maturity as follows: Year Amount Rate Year Amount Rate 1981 $15,000 5.60% 1991 $25,000 5.70% 1982 15,000 5 . 60% 1992 . - 25,000 5. 70% 1983 . 15,000 5. 60% 1993 ` 3`25_,000 5.75% 1984 15,000 5. 60% 1994 25 ,000 5.80% (Y'S 1985 15,000 5. 60% 1995 25,000 5.90% 1986 25,000 5. 60% 1996 25,000 6.00% 1987 25.000_ 5 .60% �s"'° 1997 501000 6.00% 1988 25,000 5. 70% 1998 50 ,000 6.00% 1989 25,000 5. 70% 1999 50 ,000 6.00% 1990 25,000 5. 70% 3. 02. Interest. Interest on the Bonds shall be payable on June 1, 1979 , and semiannually thereafter on .June 1 and December 1 of each year. 3. 03. Paying Agent. The purchaser of the Bonds has desig- nated the American National Bank and Trust Company , of St. Paul I Minnesota , as paying agent. That recommenda- tion is hereby approved.' The Mayor and Finance Director/Clerk are hereby authorized and directed to enter into a paying agency con- tract with American National Bank- and Trust Company pursuant to which the City will pay the usual and customary charges of said paying agent for the receipt and disbursement of principal and interest moneys. The principal of and interest on the Bonds shall be payable at the principal corporate trust office of the paying . agent designated herein, in St. Paul , Minnesota , or in the event or its resignation, removal or incapability of acting as paying agent, at the office of such successor paying agent as may be approved by this Council. Upon merger or consolidation of the paying agent with another corporation, if the resulting cor- poration is- a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as suc- cessor paying agent. No resignation of the paying agent and no appointment of a successor paying agent shall become effective -5- until the date specified in a daily or weekly periodical published in a Minnesota city of the first class, or its metropolitan area which circulates throughout the state and furnishes financial news as a part of its service, and specified by written notice to Piper, Jaffray & Hopwood, Inc. , as purchaser of the Bonds,. not less than thirty days before said effective date. 3. 04. Redemption. Bonds maturing in the years 1981 through 1989 shall not be subject to redemption prior to maturity, but Bonds maturing .in the years 1990 through 1999 shall each be sub- ject to. redempti,on and prepayment -at the option of the City, in inverse order of serial numbers, on December 1, 1989 , and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest-to the date of redemption. At least thirty •days prior to -the date set for redemption of any Bond prior to its stated .maturity date, the Finance Director/Clerk shall cause notice of the call for redemption thereof to be published in a daily or weekly periodical published in a Minnesota city of the first class, or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and mailed to the bank at which principal of and- interest on the Bonds are then payable and to the holder thereof, if known to the Finance Director/Clerk, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceed- ings for the redemption of any Bond. The Finance Director/Clerk is hereby authorized and directed to maintain a register of the names and addresses of the holders of prepayable Bonds who desire to register the serial numbers of their Bonds with him for the purpose of receiving such mailed notice. 3.05. Preparation and Delivery. The Bonds shall be prepared under the direction of the Finance Director/Clerk and shall be executed on behalf of the City by the signatures of the Mayor, the City Manager and the Finance Director/Clerk, and shall be sealed with the official corporate seal of the City, provided that two of said signatures and the corporate seal may be printed, engraved or lithographed facsimiles thereof. On the reverse side of each Bond shall be printed a copy of the legal opinion rendered thereon by Bond Counsel and the certificate of the Mayor, the City Manager and the Finance Director/Clerk. The certificate as to legal opinion and interest coupons attached to the Bonds shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor, the City Manager and the Finance Director/ Clerk. When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director/Clerk to the pur- chaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall -not be obliged to see to the application of the purchase price. -6- Section 4. Security Provisions. 4. 01. Improvement Construction Fund (December 1, 1978) . There is hereby created a special fund to be designated as the "Improvement Construction Fund (December 1, 1978) " (hereinafter referred to as the Construction Fund) , to be held and admini- stered by the Finance Director/Clerk separate and apart from all other funds of the City. The City appropriates to the Construc- tion Fund (a) the proceeds of the sale of the Bonds, and (b) all collections- of special assessments levied for the Improvements until completion and payment of all costs of the Improvements. The Construction Fund shall be used solely to defray expenses of the Improvements, including but not limited to the transfer to the Improvement Bond Fund (December 1, 1978) , created pursuant to Section 4.02 hereof, of amounts sufficient for the payment of interest and principal, if any, due upon the Bond prior to the completion and payment of all costs of the Improvements. Upon completion and payment of all costs of the Improvements, any bal- ance of the proceeds of Bonds remaining in the Construction Fund may be used to pay the cost, in whole or in part, of any other improvements instituted pursuant to Minnesota Statutes, Chapter 429 , as directed by the City Council, but any balance of such proceeds not so used shall be credited and paid to the Improve- ment Bond Fund (December 1, 1978) . 4. 02. Improvement Bond Fund (December 1, 1978) . So long as • any of the Bonds are outstanding and' any principal of or interest thereon unpaid, the Finance Director/Clerk shall maintain a separate .and special Improvement Bond Fund (December 1, 1978) (hereinafter referred to as the Bond Fund) to be used for no purpose other than the payment of the principal of and interest on the Bonds and on such other improvement bonds of the City as have been or may be directed to be paid therefrom. The City irrevocably appropriates to the Bond Fund. (a) the collections- of special assessments and other funds to be credited and paid thereto in accordance with the provisions of Section 4.01 hereof, (b) any taxes levied in accord- ance with this resolution, and (c) all such other moneys as shall be received and appropriated 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 there- from, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the Council coven- ants and agrees that it will each year levy a sufficient amount to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory -tax limitation. - 4.03. Additional Bonds. The City reserves the right to issue additional bonds payable from the Bond fund as may be required to finance costs of the Improvements not financed here- by; provided that the City Council shall, prior to the delivery of such additional bonds, levy or agree to levy by resolution -7- sufficient additional special assessments and/or ad valorem taxes which, together with other moneys or revenues pledged for the pay- ment of said additional obligations, will produce revenues at least five percent in excess of the amount needed to pay when due the principal and interest on all bonds payable from the Bond Fund. The additional special assessments, ad valorem taxes and moneys or revenues so pledged, levied or agreed to be levied shall be irrevocably appropriated to the Bond Fund in the manner provided by Minnesota Statutes, Section 475.61. '4.04. Levy of Special Assessments. The City hereby covenants and agrees that for payment of the cost of the Improvements it will do and perform all acts and things necessary for the full and valid levies of special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor, based upon the benefits received by each such lot, tract or -parcel, in an aggregate principal amount not less than 100% of the cost of the Improvements. In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City` s officers or employees, either in the making of such assessment or in the performance of any condition precedent thereto, the City and this Council hereby covenant and agree that they will forthwith do all • such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such property. 4. 05. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds, and the Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants contained in this. resolution. It is estimated that the special assessments levied and to be levied. for the payment of the Improvements will be collected in amounts not less than 5% in excess of the annual principal and interest requirements of the Bonds. If the money on hand in the Bond Fund should at any time be insufficient to pay principal and interest due on all bonds payable therefrom, such amounts may be paid from any other fund of the City and such other fund shall be reimbursed therefor when sufficient money is available in the Bond Fund. If on October 1 in any year the sum of the balance in the Bond Fund plus the amount of special assessments theretofore levied for the Improvements and collectible through the end of the following calendar year is not sufficient to pay when due all principal and interest to become due on all bonds payable therefrom in said following calendar year, or the Bond Fund has incurred a defi- ciency in the manner provided in this Section 4. 05, a direct, • -8- • irrepealable, ad valorem tax shall be levied on all taxable pro- perty within the corporate limits of the City for the purpose of restoring such accumulated or anticipated deficiency in accord- ance with the provisions of this resolution. Section 5. Defeasance. When all of 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 the Bonds shall cease. The City may discharge its obligations with respect to any Bonds and coupons appertaining thereto which are due on any date by depo- siting with the paying agent on or before that date a sum suffi ci.en,t for the payment thereof in full; or, if any Bond or coupon should not be paid when due, it may nevertheless be discharged by depositing with the paying agent a sum sufficient for the pay- ment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with re- spect to any prepayable Bonds which are called for redemption on any date according to their terms, by depositing with the paying agent on or before that date an amount equal to the prin- cipal, interest and redemption premium, if any, which are then due thereon, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regu- lating 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 general obligations of the United States or securities of United States agencies which are author- ized by law to be so. deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon' to maturity or said redemption date. Section 6._ Registration, Certification of Proceedings, Investment of Moneys and Arbitrage. 6. 01. Registration. The Finance Director/Clerk is hereby authorized and directed to file a certified copy of this resolu- tion 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 Bonds have been entered on his bond register as required by law. 6. 02. Certification of Proceedings. 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 pur- chaser of the Bonds, 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 information as may be required to show the facts -9- t . • relating to the legality and marketability of the Bonds 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. 6.03. Covenant. The City covenants and agrees with the holders 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 action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1954, as amended (the Code) , and regulations, amended regu- lations and proposed regulations issued thereunder, as now existing or as hereinafter amended or proposed and in effect at the time of such action. 6. 04. Investment of Moneys on Deposit in Bond Fund. Unless and until the proposed regulations under Section 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 per- tinent part, the Finance Director/Clerk shall ascertain monthly the amount on deposit in the Bond Fund. If the amount on deposit therein ever exceeds by more than $75.,0.00 the aggregate amount of principal and interest due and payable from the Bond Fund within 13 months thereafter, such excess shall not be invested except at. a yield less than or equal to the yield on the Bonds, based upon their amounts, maturities and interest rates on their date of issue, computed by the actuarial method. If- any addi- tional improvement bonds are ever issued and made payable from the Bond Fund pursuant to Section 4. 03 hereof, the dollar amount in the preceding sentence shall be changed to equal fifteen per- cent. of the aggregate principal amount of all bonds, including the Bonds, which are then outstanding and payable therefrom. The City reserves the right to amend the provisions of this Section 6.04 at any time, whether prior to or after the delivery of the Bonds, if and to the extent that this Council determines that the provisions of this Section 6. 04 are not necessary in order to assure that the Bonds are not arbitrage bonds under Section 103 (c) of the Code and the applicable regulations. 6. 05. Arbitrage. The -Mayor, Finance Director/Clerk and City Treasurer, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolu- tion, 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 circum- stances in existence on the date of. issue and delivery of the Bonds which indicate 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 said Code and Regulations. -10- Section 7. Official Statement. The Official Statement relating to the Bonds, prepared for the City by Ehlers and Asso- ciates, Inc. , is approved, and its distribution to prospective bidders for the Bonds ratified. The Finance Director/Clerk is authorized, in behalf of the City, to sign and deliver to the . original purchaser of the Bonds a certificate as to the accuracy and completeness of the Official Statement. Wolfgang Penzel Mayor Attest: John D. Frane Finance Director/Clerk -11- M 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. 78-227 , 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. F na c irector/Clerk • (SEAL)