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HomeMy WebLinkAboutResolution - 80-236 - Relating to $300,000 Certificates of Indebedness, Series 1980, and Awarding Sale - r Member introduced the following resolution and moved its adoption: RESOLUTION NO. �0—,�.3 L RESOLUTION RELATING TO $300 ,000 CERTIFICATES OF INDEBTEDNESS , SERIES 1980; AWARDING THE SALE THEREOF BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the City) , as follows: 1. This Council, under the authority of Minnesota Statutes, Sections 412. 301 and Chapter 475, and pursuant to a resolution adopted November 18 , 1980 , entitled "Resolution Relating to $300,000 Certificates of Indebtedness; Authorizing the Issuance and Calling for the Public Sale Thereof" (the Resolution) , authorized the issuance of and ordered that a public sale of $300,000 Certificates of Indebtedness , Series 1980 (the Certificates) be held on this date. Notice of the public sale of the Certificates was duly given as required by Minnesota Statutes, Section 475. 60 . In accordance with the Terms and Conditions for Receipt of Bids and Award of Sale (the Terms and • Conditions) , sealed bids for the Certificates were received by the Finance Director-Clerk prior to 12: 00 o'clock noon on this date. Those bids, having been opened and tabulated, were publicly read aloud and considered by this Council, and the terms of each have now been determined. 2. , The bid of of /h PA-S , , for the purchase of the Cer i icates on the terms set forth in the Terms and Conditions, at a price of $ plus accrued interest from the date of the Certificates to the date of delivery thereof, the Certificates to bear interest at the rates set forth in Section 3 hereof, results in a net interest cost (determined by the deduction of any premium from the total interest on all Certificates from their date to their stated maturity) pf $ , which is the lowest net interest cost of all bids received pursuant to the Notice of Sale and the Terms and Conditions, and is therefore declared to be the best bid received and is hereby accepted. The Mayor and the Finance Director-Clerk are hereby authorized and directed to execute a contract for the sale of the Certificates to &f,,,a /-, , rrn,Jv$r in accordance with the terms of said bid,,'-the Terms and Conditions and this resolution. -2- 3 . Pursuant to the bid accepted by this Council and by this Resolution, Certificates maturing in the years set forth below shall bear interest at the respective rates per annum set forth opposite such years, as follows: Year Rate 1983 9 % 1984 �, 9 % 1985 f f % 4 . The Finance Director-Clerk shall retain the good faith check of the successful bidder, pursuant to the Terms and Conditions and shall return th good faith checks of the unsuccessful bidders fort ith. Attest: Mayor av�' `+ nce Director-Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member and, upon vote being taken -thereon, the following Members voted in favor thereof. e&71V tU_L �SrCrA. PILO4 CPAU'_y u✓irs and the following voted against the same: whereupon the resolution was declared duly passed and adopted and was signed *by the Mayor, which signature was attested by the Finance Director-Clerk. -3- i of Member introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION RELATING TO $300 ,000 CERTIFICATES OF INDEB`.PEDNESS, SERIES 1930 ; FIXING THE FORM AND DETAILS AND 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 necessary and in the best interests of the inhabitants of the City to issue general obligation Certificates of Indebtedness, Series 1930, in the aggregate principal amount of $300 ,000 (the Certificates) , for the purpose of financing the purchase of public safety and public works equipment. A public sale of the Certificates was held on December 16, 1980, and this Council , by Resolution No. 0 c03b adopted on that date, accepted the bid of �/ 9h/C rvC..,T/tsv�3� , of /;1a0�S ( the Purchaser) to purchase the Certificates on the terms and conditions set forth in the Terms and Conditions for Receipt of Bids and Award of Sale. 1. 02. Issuance of Certificates. Ail acts, conditions and things which are required 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 Certificates having been done, existing, and having happened, it is now necessary for this Council to establish the form and terms of the Certificates, to provide for the security thereof, and to issue the Certificates forthwith. Section 2. Form of Certificates and Coupons. 2. 01. Form of Certificates. The Certificates shall be in substantially the following form: -4- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE CERTIFICATE OF INDEBTEDNESS SERIES 1980 No. $5,000 RNOW ALL MEN BY THESE PRESENTS that the City of Eden Prairie, Hennepin County, Minnesota, acknowledges itself to be indebted and, for value received, hereby promises to pay to bearer upon presentation and surrender hereof the sum of FIVE THOUSAND DOLLARS on the first day of March, 198 , without option of prior payment, and to pay interest thereon from the date hereof until said principal sum is paid or discharged at the rate of percent ( %) per annum. Interest hereon is payable on September 1, 1931, and semiannually thereafter on each March 1 and September 1, in accordance with and upon presentation and surrender of the interest coupons hereto appurtenant. Both principal and interest are payable at the principal office of the , in , , or its successor as paying agent, in any coin or currency of the United States of America;Fwhich 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 have been and are hereby irrevocably pledged. This Certificate is one of an issue in the aggregate principal amount of $300,000 ( the Certificates) , 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 public safety and public works 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, including Minnesota Statutes, Section 412.301 and Chapter 475 . • -5- 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 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 duly levied upon all taxable property in the 'City for the years and in amounts sufficient to produce revenues at least five percent in excess of sums necessary to pay the principal of and interest on the Certificates as they become due; that, if necessary to pay such principal and interest, additional taxes will be levied upon all taxable property in the City 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 Certificate 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 , has caused the appurtenant interest coupons and the certificate on the reverse side hereof to be executed and authenticated by the facsimile signatures of said officers, and has caused this Certificate to be dated as of December 1, 1980 . (Facsimile Signature) ATTEST: Mayor (Manual Signature) (Facsimile Signature) Finance Director-Clerk City Manager (Facsimile Seal) 2. 02. Form of Coupons. Interest on each Certificate to maturity shall be represented by a consecutively numbered set of interest coupons prepared in substantially the following form: -6- No. $ On the first day of March (September) , 198 , the City of Eden Prairie, Hennepin County, Minnesota, will pay to bearer at the principal office of the , in , , 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 Certificate of Indebtedness, Series 1980 , dated December 1, 1980 , No. (Facsimile Signature) (Facsimile Signature) Finance Director-Clerk Mayor (Facsimile Signature) City Manager 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 Certificate and identified by a certificate in substantially the following form: We certify that the above is a full, true and complete 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) Finance Director-Clerk Mayor (Facsimile Signature) City Manager Section 3 . Terms, Execution and Delivery. 3. 01. Date, Amount, Denomination and Maturity. The City shall forthwith issue and deliver the Certificates , which shall be negotiable coupon obligations in the aggregate principal amount of $300,000 and denominated Certificates of Indebtedness, Series 1980 . The Certificates shall be dated December , 1980, shall be 60 in number and numbered consecutively from 1 through 60 , each in the denomination of $5,O00, and payable to bearer. The Certificates shall mature serially on January 1 in the years and amounts shown below, without option of prior payment, and Certificates of each annual maturity shall bear interest from date of issue until paid -7- I or discharged at the annual rate shown opposite the year of such maturity, respectively: Year Amount Rate 1983 $ 50 ,000 % 1984 100,000 % . 1985 150 ,000 % 3 . 02. Interest. Interest on the Certificates shall be payable each March 1 and September 1, commencing September 1, 1981. 3.03 . Paying Agent. The Purchaser has designated , in , , as paying agent. That recommendation is hereby approved. The City will pay the usual and customary charges of the paying agent for the receipt and disbursement of principal and interest moneys. The principal of and interest on the Certificates shall be payable at the principal office of the paying agent designated herein, or, in the event of its resignation, removal or incapability of said 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 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 which the Finance Director-Clerk shall cause to be printed 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, not less than thirty days before said effective date. 3 . 04 . Preparation and Delivery. The Certificates 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 Certificate shall be printed a copy of the legal opinion rendered by Bond Counsel and the certificate of the Mayor, the City Manager and Finance -8- • Director-Clerk. The certificate as to legal opinion and the interest coupons attached to the Certificates shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor, City Manager and Finance Director-Clerk. When the Certificates have been so executed and authenticated, they shall be delivered by the Finance Director-Clerk to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obliged to see to the application of the purchase price. Section 4 . Security Provisions. 4. 01. 1980 Certificate Fund. There is hereby created a separate debt service fund for the Certificates, to be denominated the 1980 Certificate Fund (the Fund) , which fund shall be kept by the Finance Director-Clerk separate and apart from all other funds of the City and used for no purpose other than payment of principal and interest on the Certificates. The City hereby irrevocably appropriates to the Fund: (a) accrued interest on the Certificates from their date to the date of their delivery, (b) the revenues of the ad valorem taxes levied in Section 4. 02 hereof, and (c) any other moneys appropriated or pledged to the Fund. 4. 02 . Full Faith and Credit. 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 of such principal and interest, 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 the amounts as follows , together with and as a part of other general taxes of the City: Principal 105% of Principal Tax Levy Year Principal Interest and Interest and Interest Levy Year 1981 1982 1980 1983 $ 50 ,000 1981 1984 100 ,000 1982 1985 150 ,000 1983 As indicated, the foregoing tax levies are such that if collected in full they will produce amounts at least 5% in -9- excess of the sums 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. If the money on hand in the Fund should at any time be insufficient to pay principal and interest due on the Certificates, such amounts shall be paid from any other -fund of the City and such other fund shall be reimbursed from 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 thereon. Section 5 . Defeasance. When all of the Certificates and all coupons appertaining thereto have been discharged as provided in this Section 5 , all pledges, covenants and other rights granted by this resolution to the holders of the Certificates shall cease. The City may discharge its obligations with respect to any Certificates and coupons appertaining thereto which are due on any date by irrevocably depositing with the paying agent on or before that date a sum sufficient for the payment thereof in full; or, if any Certificate or coupon should not be paid when due, the City may nevertheless discharge its obligations with respect thereto by depositing with the paying agent a sum sufficient for the payment thereof in full with interest accrued to the date of deposit. The City may also at any time discharge its obligations with respect to any Certificates, subject to the provisions of law now or hereafter authorizing and regulating 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 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, without reinvestment, to pay all principal and interest to become due on the Certificates to maturity. 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 resolution with the County Auditor of Hennepin County, together with such other' information as he shall -10- q ( require, and to obtain from the County Auditor a certificate that the Certificates have been entered on his bond register as required by law. 6. 02. Certification of Proceedings. The officers of the City -and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the' Purchaser and to Dorsey, Windhorst, Hannaford, Whitney & Halladay, Bond Counsel, 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 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. 6. 03 . Covenant. 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 or, cause the Certificates to be arbitrage bonds within the meaning of the Internal Revenue Code of 1954 , as amended (the Code) , and the Treasury Regulations promulgated thereunder. 6 .04. Investment of Moneys on Deposit in Fund. The Finance Director-Clerk shall ascertain monthly the amount on deposit in the Fund. If the amount on deposit therein ever exceeds by more than $45,000 the aggregate amount of principal and interest due and payable from the Fund within the next succeeding 13 months, such excess shall not be invested at a yield greater than the yield on the Certificates, based upon their amounts, maturities and interest rates on their date of issue, computed by the actuarial method. If any additional certificates are ever issued and made payable from the Fund, the dollar amount in the preceding sentence shall be changed to equal 15 percent of the aggregate original principal amount of all certificates, including the Certificates, 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 before or after the delivery of the Certificates, if and to the extent that this Council determines that the provisions of this Section 6. 04 are not necessary in order to ensure that the Certificates are not arbitrage bonds within the meaning of Section 103 (c) of the Code and applicable Treasury Regulations. 1,t f r 6. 05 . Arbitrage. The Mayor and Finance Director-Clerk, 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, 1.103-14 and 1: 103-15, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Certificates which make it reasonable to expect 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 the Code and Regulations. Section 7 . Official Statement. The Official Statement, dated as of December , 1980 , relating to the Certificates, prepared and distributed on behalf of the City by Ehlers and Associates, Inc. , is hereby approved and the appropriate officers of the City are hereby authorized and directed to execute such certificates as are appropriate with respect to the completeness and accuracy of the Official Statement. Mayor Attest: c Director-Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member ,'40S9— -©M-% and, upon vote being taken thereon, the following Members voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor, which signature was attested by the Finance Director-Clerk. -12-