HomeMy WebLinkAboutResolution - 82-44 - Awarding Sale and Authorizing Issuance - $300,000 General Obligation Certificates of Indebtedness 1982 - 03/01/1982 The City Council then proceeded to consider such bid .
After the bid had been considered and discussed , Member Paul
Redpat.h introduced the following resolution , and moved its
adoption:
RESOLUTION NO. 82-44
RESOLUTION AWARDING THE SALE OF AND AUTHORIZING ISSU-
ANCE , PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $300 , 000 GENERAL OBLIGATION CERTIFICATES
OF INDEBTEDNESS OF 1982
BE IT RESOLVED by the City Council of the City of Eden
Prairie , Minnesota , as follows :
Section 1 . Award and Sale
1 . 01 . Lids . This City Council , under and pursuant to
Minnesota Statutes , Section 412 . 301 and Chapter 475, and
pursuant to a resolution adopted on January 19 , 1982 , en-
titled "Resolution Relating to $300 , 000 General Obligation
Certificates of Indebtedness of 1982 ; Authorizing the Issu-
ance Thereof and Calling for the Public Sale Thereof" (the
"Resolution" ) , authorizing the issuance of and ordering that
a public sale of $300 , 000 aggregate principal amount of the
City ' s General Obligation Certificates of Indebtedness of
1982 be held on this date . Notice of the public sale of the
Certificates was duly given as required by Minnesota Stat-
utes , Section 475 . 60 . In accordance with the Official No-
tice of Sale for the Certificates one (1) sealed bid was re-
ceived for the Certificates by the Clerk prior to 4 : 30
o ' clock p.m. , C. S . T. , on this date. Those bids have been
opened and publicly read aloud and considered by this City
Council , and the terms of each have now been determined .
1 . 02 . Award . The bid of BancNorthwest of Minneapolis ,
Minnesota (the "Purchaser " ) , for the purchase of the Cer-
tificates on the terms set forth in the Official Notice of
Sale , at a price of $295, 000 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 addition of any discount to and the deduction of any
premium from the total interest on all Certificates from
their date to their stated maturity) of $131 , 500 , which is
the lowest net . interest cost of all bids received pursuant
to the Notice of Bond Sale and the Official Notice of Sale
for the Certificates and is therefore declared to be the
best bid received and is hereby accepted. The Mayor , the
City Manager and the Finance Director-Clerk are hereby
authorized and directed to execute a contract for the sale
of the Certificates to the Purchaser , in accordance with the
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terms of said bid , the Official Notice of Sale and this
resolution .
1 . 03 Interest Rates . Pursuant to the bid accepted by
this City Council 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
1984 11. 00%
1985 11 . 00%
1986 11. 00%
1987 11. 00%
1. 04 . Good Faith Deposits . The Finance Director-Clerk
shall retain the good faith check of the successful bidder ,
pursuant to the Official Notice of Sale , and shall return
the good faith checks of the unsuccessful bidders forthwith .
Section 2. Recitals .
2. 01. .Authorization. This Council has heretofore
determined that it is necessary and in the best interests of
the inhabitants of the City to issue the Certificates for
the purpose of financing the purchase of public safety and
public works equipment (the "Equipment" ) , under and pursuant
to Minnesota Statutes , Chapter 412.
2. 02 . Sale . This City Council has determined to issue
and sell the Certificates to defray in part the expense
incurred and estimated to be incurred by the City in acquir-
ing the Equipment , including every item of cost of the kinds
authorized in Minnesota Statutes , Section 475 . 65 , and $-0-
of said issue representing interest as provided in Minnesota
Statutes , Section 475. 56 . Pursuant to this resolution , a
public sale of the Certificates was held on this day, and
this City Council , by this resolution, has accepted the bid
of BancNorthwest , in Minneapolis , Minnesota, to purchase the
Bonds on the terms and conditions set forth in the Official
Notice of Sale . All acts , conditions and things which are
required by the Constitution and laws of the State of Minne-
sota 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 Certi-
ficates forthwith .
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Section 3 . Form of Certificates and Coupons.
3 . 01 . Form of Certificates . The Certificates shall be
in substantially the following forma
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION
CERTIFICATE OF INDEBTEDNESS OF 1982
No. $5 , 000
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Eden Prairie , Hennepin County , Minnesota, acknowledges it-
self 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 , 19 , 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 , 1982, and semian-
nually thereafter on each March 1 and September 1 , in accor-
dance with and upon presentation and surrender of the inter-
est coupons hereto appurtenant . Both principal and interest
are payable at the main office of Northwestern National Bank
of Minneapolis , in Minneapolis , 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 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 and maturity
date , 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 .
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IT IS HEREBY CERTIFIED , RECITED, COVENANTED AND AGREED
that all acts , conditions and things required by the Consti-
tution 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 (5%) 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 indebt-
edness.
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 , two of said signatures being facsimiles, the
corporate seal of said City having been intentionally omit-
ted as permitted by law, 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 March 1, 1982 .
(Facsimile Signature)
ATTEST : Mayor
(Manual Signature ) + (Facsimile Signature )
Finance Director-Clerk City Manager
3 . 02 . Form of Coupons . Interesz on each Certifi-
cate to maturity shall be represented by a consecutively
numbered set of interest coupons prepared in substantially
the following form:.
No. $
On the first day of March (September ) , 19 the
City of Eden Prairie, Hennepin County, Minnesota , will pay
5
to bearer at the main office of Northwestern National Bank
of Minneapolis , in Minneapolis , 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 Gen-
eral Obligation Certificate of Indebtedness of 1982 , dated
as of March 1 , 1982 , No.
(Facsimile Signature) (Facsimile Signature )
Finance Director-Clerk Mayor
(Facsimile Signature)
City Manager
3 . 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 sub-
stantially the following form:
We certify that the above is a full , true and com-
plete copy of the legal opinion rendered by Bond Counsel on
the issue of General Obligation Certificates of Indebtedness
of 1982 of the City of Eden Prairie , Minnesota, which in-
cludes 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 4 . Terms , Execution. and Delivery .
4 . 01 . Date , Amount, Denomination and Maturity . The
City shall forthwith issue and deliver the Certificates ,
which shall be negotiable coupon general obligations in the
aggregate principal amount of $300 , 000 and denominated
General Obligation Certificates of Indebtedness of 1982 .
The Certificates shall be dated as of March 1 , 1982 , shall
be 60 in number and numbered consecutively from 1 through
60 , each in the denomination of $5 , 000, and payable to
bearer . The Certificates shall mature serially on March 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 or dis-
charged at the annual rate shown opposite the year of such
maturity, respectively :
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Year Amount Rate
S
i
1984 50 , 000 11. 00%
1985 50 , 000 11. 00 %
1986 100 , 000 11. 00 %
1987 1001000 11 . 00%
4 . 02 . Interest . Interest on the Certificates shall be
payable on September 1 , 1982 , and semiannually thereafter on
March 1 and September 1 of each year .
4 . 03 . Paying Agent . The Purchaser has designated
Northwestern National Bank of Minneapolis, in Minneapolis ,
Minnesota, as paying agent . That recommendation is hereby
approved . The Mayor and the Finance Director-Clerk are
hereby authorized and directed to enter into a paying agency
contract pursuant to which the City will pay the usual and
customary charges of the paying agent for the receipt and
disbursement of principal and interest moneys . The princi-
pal of and interest on the Certificates shall be payable at
the main office of the paying agent designated herein, in
Minneapolis , Minnesota , or , in the event of the 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 ( 30 ) days before said
effective date .
4 . 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
printed , engraved or lithographed facsimile signatures of
the Mayor and the City Manager and the manual signature of
the Finance Director-Clerk. 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 the Finance Director-Clerk . The certi-
ficate 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 . The
�. official corporate seal of the City shall be omitted from
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the Certificates and the interest coupons as permitted by
law. When the Certificates have been so executed and
authenticated , they shall be delivered by the Finance Direc-
tor-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 5 . Security Provisions
5 . 01 . 1982 Certificate Acquisition Fund . There is
hereby created a special fund to be designated as the "1982
Certificate Acquisition Fund " (the "Acquisition Fund" ) to be
held and administered by the Finance Director-Clerk separate
and apart from all other funds of the City . The City appro-
priates to the Acquisition Fund the proceeds of the sale of
the Certificates . The Acquisition Fund shall be used solely
to defray in part expenses of the acquisition of the Equip-
ment , including , but not limited to , the transfer to the
Fund , as created and defined in Section 5 . 02, of amounts
sufficient for the payment of interest and principal , if
any , due upon the Certificates prior to the acquisition of
and payment of such costs of the Equipment . Upon the acqui-
sition of and payment of such costs of the acquisition of
the Equipment , any balance of the proceeds of the Certifi-
cates remaining in the Acquisition Fund shall be credited
and paid to the Fund , as hereinafter defined .
5 . 02 . 1962 Certificate Fund . There is hereby created a
separate debt service fund for the Certificates, to be de-
nominated the 1982 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 pur-
pose 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 5. 02 hereof , and
(c) any other moneys appropriated or pledged to the Fund .
5 . 03 . 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 irre-
vocably 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 col-
lectible in the years and in the amounts as set forth on
Exhibit A attached hereto, together with and as a part of
other general taxes of the City. As indicated , the forego-
ing tax levies are such that if collected in full they will
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produce amounts at least f ive percent (5% ) in 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 ; pro-
vided , 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 insuffi^ient 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 6 . Defeasance
6 . 01 . Defeasance . When all of the Certificates and all
coupons appertaining thereto have been discharged as pro-
vided in this Section 6 , all pledges , covenants and other
rights granted by this resolution to the holders of the
Certificates shall cease . The City may discharge its obli-
gations with respect to any Certificates and coupons apper-
taining 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 Certifi-
cates to maturity.
Section 7 . Registration, Certification of
Proceedings, Investment of Moneys and Arbitrage
7 . 01 . Registration . The Finance Director-Clerk is
hereby authorized and directed to file a certified copy of
this resolution with the Director of Property Taxation of
Hennepin County (the "County Auditor " ) , together with such
other information as the County Auditor shall require , and
t to obtain from the County Auditor a certificate that the
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Certificates have been entered on the bond register of the
County Auditor as required by law.
7 . 02 . Certification of Proceedings . The officers of
the City and the County Auditor are hereby authorized and
directed to prepare and furnish to the Purchaser and to
O ' Connor & Hannan, Bond Counsel , certified copies of all
proceedings and records of the City, and such other affida-
vits , 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 rec-
ords under the custody and control of or as otherwise known
to the City and the County Auditor , and all such certified
copies , certificates and affidavits , including any hereto-
fore furnished , shall be deemed representations of the City
as to the facts recited therein.
7 . 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 , em-
ployees 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 there-
under .
7. 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 princi-
pal and interest due and payable from the Fund within the
next succeeding thirteen (13) months , such excess shall not
be invested at a yield greater than the yield on the Certi-
ficates, 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 preced-
ing sentence shall be changed to equal fifteen percent (15%)
of the aggregate original principal amount of all certifi-
cates , including the Certificates , which are then outstand-
ing and payable therefrom. The City reserves the right to
amend the provisions of this Section 7 . 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 7 . 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 applic-
able Treasury Regulations .
7 . 05 . Arbitrage . The Mayor and Finance Director-Clerk ,
{ being the officers of the City charged with the responsibi-
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lity for issuing the Certificates pursuant to this resolu-
tion , are authorized and directed to execute and deliver to
the Purchaser a certificate in accordance with the provi-
sions of Section 103 (c) of the Code, and Treasury Regula-
tions , 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 Certifi-
cates to be arbitrage bonds within the meaning of the Code
and Regulations .
Section 8 . Official Statement
8 . 01 . Official Statement. The Official Statement ,
dated as of March 2 , 1982 , 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 .
C
j Mayor
1
Attest ;.)
/f nary e Director-Clerk
The motion for the adoption of the foregoing resolution
was duly seconded by Member Dean Edstrom and , upon vote
being taken thereon, the following voted :
YEAS ABSTAINS NAYS
Mayor Wolfgang Penzel None None
Paul Redpath
Dean Edstrom
George Bentley
George Tangen
Whereupon said resolution was declared duly passed and
adopted and was signed by the Mayor and attested by the
Finance Director-Clerk.
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EXHIBIT A
/
`
COMPUTATION OF TAX LEVY Or
�30O , OOO G . O . CERTIFIC��- � �
' CITY OF EDEN PRARI[ ,
LEyy COLLECT MOUNT + 5% TAX
87150 $ 87200
1983 81375 $ 81400
1984 1985 = � ��000 4.1. 128100 $ 128100
1985 1986 0 $ 116550 $ 116600
� � 5U0 $ 413300
NOTE BOND PROCEEDS ( C- ' � - � _ � ��I INTEREST > OF $ 15 , 000
AND FUNDS O� HAN� �- �� '` - TO $13 , 000 WILL BE
/ USED TO pAY $33 INTEREST PAYMENTS DUE 9/1 /82 AND 3/1/�- -
COMPUTER PROGRAM COpYRIG� - ^_E F'� ANI) ASSOCIATES ' INC . , 1981