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HomeMy WebLinkAbout7365 (Res.)• 202 0 e RESOLUTION NO. 7365 RESOLUTION NO. 7365 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $600,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 19848 BE IT RESOLVED yfthe theoCisCity Council of the City of Stillwater, Minnesota, as Section 1. Authorization and Sale. (a) This Council, by resolution adopted August 23, 1984, authorized the issuance and public sale of $600,b00 General Obligation Improvement Bonds, Series 19848 of the City, to undertake the refinancing of certain temporary improvement bonds r projes n by refe rence. therein. Said Resolution is incorporatedeoei (b) Notice of sale of the Bonds has been duly published, and the Council, having examined and considered all bids received pursuant to the published notice, does hereby find and determine that the most favorable bid received is that of The First National Bank of Saint Pauin dt the Bons a price of Minnesota, and associates, to purchase S989.002.00ptus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. (c) The sale of the Bonds is hereby awarded to said bidder, and the Mayor and City Clerk are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Bonds in accordance with the terms of said bid. The good faith check of the successful bidder shall be retained by the Finance Director until the Bonds have been delivered and the purchase The returned tothemdfaith checks of other forthwith. Section 2. Bond Terms. Re istration• Execution and 2.01. maturities; Interest Rates; Denominations; Payment. The Bonds shall be designated General Obligation If October Bonds. Series shall be8 ins theall be denominationaofydated 55,000 as of hctorer 1,shall mature on each, or any integral multiple thereof, February 1 in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly Delivery. • • 0 • • e • called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate 1986 $ 60,000 9.10% 1987 55,000 9.10% 1988 60,000 9.10% 1989 60,000 9.108 1990 60,000 9.10% 1991 65,000 9.108 1992 65,000 9.108 1993 70,000 9.108 1994 50,000 9.108 1995 55,000 9.108 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check oc draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to August 1, 1985, in which case such Bond shall be dated as of October 1, 1984. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 1985, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. • Omo a • e • a • • l (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds, are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may r=fuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums•so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for s to • • • •%2( a •. any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. 2.04. Appointment of Initial Registrar. The City hereby appoints The First National Bank of Saint Paul St. Paul , Minnesota , as the initial Registrar. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract with said Registrar. Upon merger or consolidation of the Registrar 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 Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.05. Redemption. Bonds maturing in the years 1986 through 1994 shall not be subject to redemption prior to maturity, but Bonds maturing in the year 1995 shall be subject to redemption and prepayment at the option of the City, in whole or in part, by lot, on February 1, 1994, and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest to the date of redemption. Prior to the date set for redemption of any Bond prior to its s e to 1 a • • • stated maturity date, the Clerk shall cause notice of the call for redemption thereof to be published as required by law and, at least 30 days prior to the designated redemption date, shall cause notice of the call to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.03 hereof. 2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the purchase price. 2.07. Form of Bonds. The Bonds shall be printed in substantially the following form: • • • • • • • Rate [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF STILLWATER GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 19848 Date of Maturity Original Issue CUSIP October 1, 1984 Registered Owner: Principal Amount: Dollars KNOW ALL MEN BY THESE PRESENTS that the City of Stillwater, a duly organized and existing municipal corporation of Washington County, Minnesota (the City), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal sum specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1985, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by , in as Bond Registrar and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pinggpo s or • • • L • a • • Additional provisions of this Bond are contained on havethe s all r r theyse sameereof effectnd assuch though fullyn seta fortho in ll this purposes l thispace. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Stillwater, Washington County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF STILLWATER, MINNESOTA (facsimile) Mayor Attest: (facsimile) City Clerk CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative (Reverse of the Bonds) This Bond is one of an issue in the aggregate principal amount of $600,000, all of like date and tenor, except as to maturity date, interest rate, denomination and redemption privilege, issued, pursuant to a resolution adopted by the City Council on September 11, 1984 (the Resolution), to refinance certain outstanding temporary improvement bonds of the City and to finance the construction of local improvements • e • 1 e a • L heretofore duly ordered to be made within the City in accordance with the provisions of Minnesota Statutes, Chapter 429, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota [hereunto enabling. The Bonds of this series are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. Bonds of this issue maturing in 1994 and earlier years are payable on their respective stated maturity dates without option of prior payment, but Bonds having a stated maturity date in 1995 are each subject to redemption and prepayment at the option of the City, in whole or in part, and if in part by lot, on February 1, 1994 and any interest payment date thereafter, at a price equal to the principal amount thereof plus interest accrued to the date of redemption. Prior to the date specified for the redemption of any Bond prior to its stated maturity date, the City will cause notice of the call for redemption to be published as required by law, and, at least 30 days prior to the designated redemption date, will cause notice of the call to be mailed to the registered owner of any Bond to be redeemed at his address as it appears on the bond register maintained by the Bond Registrar. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or hot, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. a • a • • • 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, :o happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof the City has covenanted and agreed to levy special assessments upon property specially benefited by the local improvements financed by the Bonds, which special assessments, together with any required ad valorem taxes, will be collectible for the years and in amounts sufficient to produce sums not less than S% in excess of the principal of and interest on the Bonds of this issue when due, and has appropriated such special assessments, and any required taxes, to the payment of such principal and interest; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion) 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 Stillwater, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) City Clerk Mayor The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in common (Cust) (Minor) • • • f e • TEN ENT -- as tenants by entireties JT TEN as joint tenants with right of survivorship and not as tenants in common Act under Uniform Gifts to Minors (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice; The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. -10- tur • 0 e • p Name and Address: (Include information for all joint owners if the Bonds are held by joint account) Please insert social security of other identifying number of assignee Section 3. 1984 Improvement Construction Fund. There Is hereby established on the official books and records of the City a 19848 Improvement Construction Fund, and an account fot each improvement financed by the Bonds, and the Finance Director shall continue to maintain each account until payment of all costs and expenses incurred in construction of the improvement for which it is established. To each account there shall be credited from the proceeds of the Bonds, exclusive of unused discount and accrued interest, an amount equal to the estimated cost of the improvement for which the account was established less such amount as was established to be necs$sary to pay interest incurred during construction, and from each account there shall be paid all costs and expenses of said improvement. There shall also be credited to each account all special assessments collected with respect to the improvement financed by the Bonds, until all costs of said improvement have been fully paid. After payment of all costs incurred with respect to each improvement, the account for it shall be discontinued and any Bond proceeds remaining therein may be transferred to the other funds or accounts established for construction of other improvements instituted pursuant to Minnesota Statutes, Chapter 429. All special assessments on hand in each account when terminated or thereafter received, and any Bond proceeds not so transferred, shall be credited to the 19848 Improvement Bond Account of the City. Section 4. 19848 Improvement Bond Account. The Bonds to be issued shall be payable from a separate 1,984E Improvement Bond Account in the Sinking Fund of the City, which Account the City agrees to maintain until said Bonds have been paid in full. If the money in said Account should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other e • • a • funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in said Account. Into said Account shall be paid all Bond proceeds received from the purchaser in excess of $589,000, all special assessments collected after the costs of the improvements have been paid in full, all taxes collected pursuant to Section 6 hereof, and any excess Bond proceeds, as provided in Section 3. Section 5. Special Assessments. The City hereby covenants and agrees that, for the payment of the cost of improvements financed by the Bonds the City will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20% of the cost of each of the improvements financed by the Bonds, and the City estimates that it will levy assessments in the aggregate amount of $ 284,220. The principal of said assessments shall be payable in annual installments, with interest on unpaid install- ments thereof from time to time at the rates of 9.75%. 10.0% and 11.0%, per annum. It is presently estimated that, during the term of the Bonds, the principal and interest on such special assessments will be collected in the years and amounts as follows: Collection Amount Yea[ 1985 $82,191 1986 54,247 1987 51,065 1988 47,884 1989 44,701 1990 41,521 1991 38,339 1992 35,159 1993 9,517 1994 8,806 In the event that any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or by this Council or by any of the officers or employees of the City, eithec in the making of such assessment or in the performance of any condition precedent thereto, the City hereby covenants and agrees [hat it will forthwith do all such further things and take all such further proceedings as shall be r=quired by law to make such assessment a valid and binding lien upon said property. _12_ a • • e • Section 6. Pledge of Taxing Powers. For the prompt and full payment of the pr neipal of and interest on said Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In order to produce aggregate amounts not less than 51 in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, in addition to the special assessments referenced above, ad valorem taxes age hereby levied on all taxable property in the City, said taxes to be levied and collected in the following years and amounts: Levy Collection Year Year Amount 1984 1985 $57,250 1985 1986 55,100 1986 1987 58,277 1987 1988 55,725 1988 1989 53,175 1989 1990 55,872 1990 1991 52,843 1991 1992 55,063 1992 1993 53,016 1993 1994 54,200 Said taxes 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 said levies in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 7. nefeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenantsand 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 which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The City may also at any time discharge its obligations with -13- e er e J e e respect to any Bonds, 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 authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or said redemption date. Section 8. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Washington County, together with such additional information as he shall require, and to obtain from said County Auditor a certificate that the Bonds have been duly entered upon his bond register, and, if applicable, the tax required by law has been levied. Section 9. Authe..:ication of Transcript. The officers of the City and said County Auditor of Washington County are hereby authorized and directed to prepare and furnish to the purchasers of the Bonds, and to the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records relating to the Bonds 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 in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. Section 10. Arbitrage. (a) The City covenants and agrees with the holders from time to time of the Bonds herein authorized, 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 payable on the Bonds to become subject to taxation under the United States Internal Revenue Code of 1954, as amended (the Code) and regulations issued thereunder, and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code. (b) From and after February 1, 1991; the Finance Director shall ascertain each time a deposit is made, the amount on deposit in the sinking fund referred to in Section 4 hereof. If the amount on deposit therein ever exceeds by more than $90,000 the aggregate amount of principal and interest due _14_ e • • and payable on the Bonds through the next following February 1, such excess shall either (1) 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 (ii) be used to prepay and redeem Bonds. me City reserves the right to amend the provisions of this Section 10(b) 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 10(b) 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. (c) The Nayor and the City Clerk being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser a certification in order to satisfy the provisions of Section 103(c) of the Code and the regulations promulgated thereunder. Passed: September 11, 1984 Attest; 114 f 7 4 2 . Mayor City Coordinator/Acting City Clerk P6blished: October 8, 1984 -15- "Th • 1 • • 0 • •