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HomeMy WebLinkAboutResolution - 80-81 - Relating to $4,00,000 Water and Sewer Bonds, Authorizing Issuance, Prescribing Form, Providing for Payment and Levying and Otherwise Providing for Payment - 05/06/1980 RESOLUTION NO. 80- RESOLUTION RELATING TO $4 , 000 , 000 WATER AND SEWER BONDS OF THE CITY, AUTHORIZING THE ISSUANCE AND PRESCRIBING THE FORM AND DETAILS THEREOF, PROVIDING FOR THEIR PAYMENT FROM AN EXISTING BOND FUND, AND LEVYING AND OTHER- WISE PROVIDING FOR THE PAYMENT THEREOF BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, as follows: Section 1. Recitals. 1. 01. Authorization. The Council has heretofore determined that it is necessary and in the best interests of the inhabitants of the City to issue general obligation bonds of the City in the amount of $4, 000, 000 (the Bonds) for the purpose of financing improvements to the water and sewer systems of the City, and has directed and contracted for the sale and issuance thereof in accordance with law. 1.02. Conditions Precedent. All acts, conditions and things necessary to be done, to exist, to happen and to be performed prior to the issuance of Bonds for the purpose referred to in Section 1. 01 have been done, do exist and have • been performed as required by law. Section 2. Form of Bonds and Coupons. 2.01. Form of Bonds. The Bonds shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE WATER AND SEWER BOND No. $5, 000 KNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Hennepin County, Minnesota, acknowledges itself to be indebted and for value received promises to pay to bearer upon presentation and surrender hereof the principal sum of FIVE THOUSAND DOLLARS on the first day of May, 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 from the date hereof until the principal sum is paid or until this Bond, if prepayable, has been duly called for redemption, at the rate of percent ( %) per annum, such interest being payable on November 1, 1980, and semiannually thereafter on each May 1 and November 1, interest to maturity • being represented by and payable in accordance with and upon presentation and surrender of the interest coupons appurtenant hereto. The principal and interest 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 respec- tive 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 and credit and taxing powers of the City are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of $4, 000,000, all of like date and tenor except as to serial number, maturity date, interest rate and redemption privilege, issued by the City for the purpose of financing improvements to the water and sewer systems of the City, and is issued pursuant to resolutions duly adopted by the City Council and pursuant to and in full conformity with the Con- stitution and laws of the State of Minnesota, including Minnesota Statutes, Section 444. 075. Bonds of this issue maturing in the years 1984 through 1990 are not subject to redemption before maturity, but those maturing in the years 1991 through 2003 are each subject to redemption and prepayment at the option of the City on May 1, 1990, 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 thereof will be published in a daily or weekly newspaper published in a Minnesota city of the first class or its metropolitan area, circulating throughout Minnesota dnd carrying financial news as a part of its service. Such notice will also be mailed to the holder, if known, of each Bond called for redemption, and to the bank at which principal and interest thereon are then payable, but published notice of redemption shall be effective without mailing. Holders of prepayable Bonds may request mailed notice of redemption by notifying the Finance Director/Clerk in writing of their names and addresses and the serial numbers of the Bonds held by them. IT IS HEREBY CERTIFIED AND RECITED 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 have • been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; that in and by the resolution authorizing this issue of Bonds, adopted on , 1980, the City has covenanted and agreed with the holders of the Bonds that the City will impose and collect charges for the service, use and availability of its water and sewer systems at the times and in the amounts required to produce net revenues which, with collections of special assessments levied for improvements to said systems, will be adequate to pay all principal and interest due on Bonds of this issue; that all taxable property within the 'City is also subject to the levy of a direct, general, ad valorem tax, if needed for the payment of the principal and interest, without limitation as to rate or amount; and that this Bond, 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 consti- tutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin County, 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 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 May 1, 1980. ATTEST: Mayor Finance Director/Clerk City Manager (SEAL) 2.02. Form of Coupons. Interest to maturity on the Bonds shall be represented by interest coupons in substantially the following form: No. $ On the first day of May (November) , 19 unless the Bond described below is subject to and has been called for redemp- tion, the City of Eden Prairie, Hennepin County, Minnesota, will • pay to bearer at the main office of the Northwestern National Bank of Minneapolis, in Minneapolis, Minnesota, the sum shown hereon for interest then due on its Water and Sewer Bond dated May 1, 1980, No. (Facsimile signature) (Facsimile signature) (Facsimile signature) Finance Director/Clerk City Manager Mayor 2. 03. Form of Certificate. A copy of the text of the opinion of bond counsel shall be printed on the reverse side of each Bond and identified by a certificate in the following form: We certify that the above is a full, true and correct dopy 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 i Section 3 . Bond Terms, Execution and Delivery. 3. 01. Date, Amount, Denomination and Maturity. The Bonds shall be dated May 1, 1980, shall be 800 in number and numbered 1 through 800, each in the denomination of $5,000. The Bonds shall mature serially, in order of serial numbers, on May 1, in the years and amounts shown below, and Bonds maturing in each year shall bear interest from date of issue until paid or duly called for redemption at the rate per annum shown opposite such year of maturity, as follows: Year Amount Rate Year Amount Rate 1984 $ 75, 000 7 .70% 1994 $200, 000 8.10% 1985 100, 000 7. 70% 1995 200,000 8.20% 1986 100, 000 7. 80% 1996 225, 000 8.30% 1987 100, 000 7. 80% 1997 250, 000 8.30% 1988 125, 000 7. 80% 1998 275,000 8.40% 1989 125, 000 7 .80% 1999 275, 000 8.40% 1990 150, 000 7. 80% 2000 300, 000 8.50% 1991 150, 000 7. 90% 2001 325,000 8.50% 1992 175, 000 8. 00% 2002 325,000 8. 60% 1993 175, 000 8. 00% 2003 350, 000 8. 60% • 3. 02. Interest. Interest on the Bonds shall be payable on November 1, 1980, and semiannually thereafter on May 1 and November 1 of each year. 3. 03. Paying Agent. The principal of and interest on the Bonds shall be payable at the main office of the Northwestern National 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 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 successor 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 (30) days before said effective date. 3. 04 . Redemption. Bonds maturing in the years 1984 • through 1990 shall not be subject to redemption before maturity. Bonds maturing in the years 1991 through 2003 shall each be subject to redemption and prepayment at the option of the City on May 1, 1990, 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 (30) days before the date fixed for redemption of any Bonds, notice of the call thereof shall be published in a daily or weekly periodical 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 shall also be mailed to the holder of each Bond called for redemption who has filed with the Finance Director/Clerk a written request to receive such notice, but failure to mail such notice shall not affect the validity of the published call for redemption. 3.05. Preparation and Delivery. The Bonds shall be prepared under the direction of the Finance Director/Clerk and when so prepared shall be executed in behalf of the City by the signatures of the Mayor and 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 Bonds shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor, • City Manager and Finance Director/Clerk. When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director/Clerk to the purchaser on receipt of the purchase price heretofore agreed upon, and said purchaser shall not be required to see to the application thereof. Section 4. Bond Fund; Pledge of Water and Sewer Net Revenues and Full Faith and Credit. 4. 01. Principal of and interest on the Bonds shall be paid from the "Water and Sewer System General Obligation Revenue Bond Fund" (hereinafter, the Bond Fund) heretofore created by Resolution No. 416, adopted by this Council on April 6, 1971; provided, that if any payment of principal or interest shall become due when there is not sufficient money in the Bond Fund therefor, the Finance Director/Clerk shall pay the same from the general fund of the City and the general fund shall be reim- bursed for such advances out of the proceeds of the taxes levied to make good such deficiency. Into the Bond Fund shall be credited the receipts of all water and sewer system net revenues pledged by the terms of this Resolution, all collections of ad valorem taxes levied pursuant to Section 4 . 04 hereof, and all other moneys received for or appropriated to the payment of the Bonds and interest thereon. • 4 . 02. It is estimated that the net revenues of the municipal water and sewer systems, together with collections of any special assessments levied for water and sewer improve- ments and paid into the Bond Fund will be sufficient to pay the principal of and interest on all General Obligation Water and Sewer Bonds of the City, including the Bonds herein authorized and bonds previously issued under the dates of April 1 and November 1, 1971, June 1 and December 1, 1972, July 1, 1973, March 1, 1974, April 1 and December 1, 1975, October 1, 1976, October 1, 1977, and December 1, 1978 . 4.03. Pursuant to the provisions of Section 444. 075, Minnesota Statutes, as amended, the City hereby covenants and agrees with the holders from time to time of the Bonds that so long as any of the Bonds are outstanding, the City will impose and collect reasonable charges for the service, use and availa- bility of its water and sewer systems to the City and its inhabitants according to schedules calculated to produce net revenues which, together with collections of special assessments levied for water and sewer improvements paid into the Bond Fund, will be sufficient to pay all principal and interest when due on the Bonds, and said net revenues, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of the Bonds and interest thereon; provided that nothing herein shall preclude the City from hereafter making further pledges • and appropriations of net revenues of the water and sewer systems for the payment of additional obligations of the City hereafter authorized, if the City Council determines before the authorization of such additional obligations that the estimated net revenues of the water and sewer systems will be sufficient, together with any other sources pledged to or projected to be used for the pay- ment of the Bonds and such additional obligations. Such further pledges and appropriations of said net revenues may be made superior or subordinate to or on a parity with the pledge and appropriation herein made. 4. 04. The full faith and credit and taxing powers of the City are hereby irrevocably pledged to the payment of the prin- cipal of and interest on the Bonds when due; and, if necessary for the payment of such principal and interest, the City will levy ad valorem taxes on all taxable property within its cor- porate limits without limitation as to rate or amount. However, it is estimated that the revenues of the water and sewer system and special assessments pledged to the payment of the Bonds will be not less than five percent (50) in excess of amounts needed to pay such principal and interest when due, and accord- ingly no tax is levied at this time. 4 .05. On or before September 30 in each year, the • Finance Director/Clerk shall report to the City Council the value of all cash and investments held in the Bond Fund as of September 1 of such year. If the value of such cash and investments, together with the estimated collections of net revenues and special assessments appropriated to the Bond Fund for the period from September 1 of that year to December 1 of the next subsequent year, are insufficient to pay the principal of and interest on the Bonds to become due and payable during that period, the City Council will levy an ad valorem tax on all taxable property within its corporate limits in an amount at least five percent (5%) in excess of the deficiency, and will certify such tax to the Director of Finance and Records of Hennepin County, on or before October 1 of that year, for collection in the next ensuing year. The proceeds of such tax shall be credited to the Bond Fund. Section 5. Certifications of Proceedings and Defeasance. 5. 01. Director of Finance and Records Certificate. 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 addi- tional information as he shall require, and to obtain from the Director of Finance and Records a certificate that the Bonds • have been duly entered upon his bond register. 5. 02. Certificate of Proceedings. The officers of the City and the Director of Finance and Records are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Bond Counsel certified copies of all pro- ceedings and records relating to the Bonds and to the financial affairs of the City, and such other affidavits, certificates and information as may be required to show the facts 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. 5. 03. 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 deposi- ting with the paying agent on or before that date a sum sufficient for the payment thereof in full; or, if any Bond or coupon should yv not be paid when due, it may nevertheless be discharged by • depos.iting 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, subject to the provisions of law now or hereafter governing such action, discharge its obliga- tions with respect to any Bonds and the coupons appurtenant thereto in advance of maturity, by depositing with a bank qualified by law, in escrow for the sole purpose of paying such Bonds at their maturity dates or an earlier redemption date, and interest when due thereon at and prior to such date or dates, an amount of funds or debt securities, the interest and principal payments on which are due and payable at times and in amounts sufficient for this purpose. Section 6. Investment of Moneys in Fund; Arbitrage. 6. 01'. 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 the regulations promulgated thereunder as now existing or as hereafter amended or proposed and in effect at the time of such action. 6. 02. Investment of Moneys on De osit in the Fund. • Unless and until the regulations under Section 1 3 c o e Code which have been promulgated 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 Fund; and if the aggregate amount on deposit therein ever exceeds by more than $600, 000, the aggregate amount of principal and interest due and payable from the Fund within 13 months thereafter, such excess shall either be (a) invested 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, or (b) used to redeem or prepay Bonds. 6. 03. Arbitrage Certificate. The Mayor, the City Manager and the Finance Director/Clerk, being the officers of the City charged with the responsibility for issuing the Bonds, are authorized and directed to execute and deliver to the pur- chasers 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 the Code and the Regu1 n.s. A M or Attest: FinArf6e Director/Clerk