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HomeMy WebLinkAboutResolution - 80-82 - Relating to $3,570,000 Recreation Facility Bonds, Authorizing Issuance, Prescribing For, Creating Sinking Fund, and Levying Taxes for Payment - 05/06/1980 RESOLUTION NO. 80- RESOLUTION RELATING TO $3,570,000 RECREATION FACILITY BONDS OF THE CITY, AUTHORIZING THE ISSUANCE AND PRESCRIBING THE FORM AND DETAILS THEREOF, CREATING A SINKING FUND THEREFOR, AND LEVYING TAXES 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. This 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 $3,570, 000 for the purpose of financing the construction of various recreation facilities. The issuance of bonds for such purpose was approved by a majority of the votes cast on the question at an election duly called and held in the City on November 15, 1979. 1. 02. Sale. 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 RECREATION FACILITY 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 said 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. 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 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 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 $3,570, 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 the construction of various recreation facilities throughout the City, and is issued pursuant to the requisite majority vote of the electors of the City voting at an election duly called and held, and 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. Bonds of this issue maturing in the years 1982 through 1990 are not subject to redemption before maturity, but those maturing in the years 1991 through 1997 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 redemp- tion 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 and 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 pre- payable 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, con- ditions 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 prior to the issuance hereof, a direct, annual, irrepealable, ad valorem tax has been duly levied upon all of the taxable property in the City for. the years and in amounts at least five percent (50) in excess of sums sufficient to pay the interest hereon and the principal hereof as they respectively become due, and additional taxes, if needed, will be levied upon all of such property without limita- tion 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 constitutional 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 redemption, 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 Recreation Facility 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 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. Terms and Execution. 3. 01. Date, Amount, Denomination and Maturity. The City shall forthwith issue its negotiable coupon Recreation Facility Bonds (hereinafter, the Bonds) in the aggregate prin- cipal amount of $3, 570, 000. The Bonds shall be dated May 1, 1980, shall be 714 in number and numbered 1 through 714, 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 1982 $ 25, 000 7.70% 1990 $250, 000 7.80% 1983 50, 000 7.70% 1991 275, 000 7. 90% 1984 75, 000 7.70% 1992 325, 000 8.00% 1985 100, 000 7.70% 1993 350, 000 8. 00% 1986 125, 000 7. 80% 1994 375, 000 8.10% 1987 150, 000 7. 80% 1995 375,000 8.20% 1988 175, 000 7. 80% 1996 400, 000 8.30% 1989 . 200,000 7. 80% 1997 320, 000 8.30% • 3.02. Interest. Interest on the Bonds shall be payable on November 1, 1980, and semiannually thereafter on each May 1 and November 1. 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 autho- 0 rized 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 1982 through 1990 shall not be subject to redemption before maturity. Bonds maturing in the years 1991 through 1997 shall each be sub- ject to redemption and prepayment at the option of the City on -5- • 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 redemp- tion 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. Sinking Fund and Tax Levies. 4 . 01. There is hereby created a separate sinking fund for the Bonds, which fund shall be kept by the Finance Director/ Clerk apart from all other funds of the City and used for no pur- pose other than payment of principal and interest on the Bonds; provided, that if any payment of principal and interest shall become due when there is not sufficient money in said fund there- for, the Finance Director/Clerk 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 Bonds and interest. There shall be credited to the sinking fund for the Bonds,- from the proceeds and immediately upon delivery of the Bonds to the original purchasers, the sum of $ , which amount represents a part of the interest to accrue on the Bonds prior to the anticipated date of commencement of the collection of the taxes hereinafter levied for payment of the Bonds and interest thereon. -6- 4. 02. For the prompt and full payment of the prin- cipal of and interest on the Bonds 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 col- lectible in the years and in amounts as follows, together with and as a part of other general taxes of the City: Collection Collection Year Tax Year Tax The foregoing tax levies are such that if collected in full they • will produce at least five percent (50) in excess of the amount needed to pay when due the principal of and interest` on the Bonds. Said tax shall be irrepealable as long as any of the Bonds 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. 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 and that the tax required for the payment thereof has been levied and filed as required by law. 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 purchasers of the Bonds and to Bond Counsel certified copies of all proceedings 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 marketa- bility of the Bonds as the same appear from the books and records -7- • under their custody and control or as otherwise know to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed repre- sentations 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 depositing 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 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. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities of United States agencies which are authorized 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 to pay all principal and interest to become due on the Bonds to' their maturity dates. 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 Deposit in the Fund. Unless and until the regulations under Section 103 (c) of the Code which have been promulgated 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 Fund. If the aggregate amount on deposit therein ever exceeds by more than $535,500, the aggregate amount of principal and interest due and payable from the Fund within 13 months thereafter, such excess shall either (a) 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, or (b) be used to redeem or prepay Bonds. The City reserves the right to amend the provisions of this Section 6.02 at any time, • whether prior to or after the delivery of the Bonds, if and to the extent that the City Council determines that the provisions -8- • of this Section 6. 02 are not necessary in order to assure that the Bonds are not arbitrage bonds under Section 103 (c) and the applicable regulations. 6. 03. Arbitrage Certificate. The Mayor, City Manager and 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 purchasers a certi- ficate 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 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 Regulations. Section 7. Official Statement. The Official Statement relating to the Bonds, prepared for the City by Ehlers and Associates, Inc. , is approved, and its distribution to prospec- tive bidders for the Bonds ratified. The Finance Director/Clerk is authorized, in behalf of the City, to sign and deliver to the original purchasers of the Bonds a certificate as to the accuracy and completeness of the Official Statement. • Mayor Attest: - nanc - rector/Clerk -9-