HomeMy WebLinkAbout7366 (Res.)•
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RESOLUTION NO. 7366
RESOLUTION RELATING TO $675,000 GENERAL OBLIGATION
CORPORATE PURPOSE BONDS, SERIES 1984; AUTHORIZING THE
ISSUANCE, AWARDING THE SALE, PRESCRIBING THE FORM AND
DETAILS AND PROVIDING FOR THE PAYMENT THEREOF
BE IT RESOLVED by the City Council of the City of
Stillwater, Minnesota (the City), as follows:
Section 1. Recitals; Authorization and Sale of Bonds.
1.01. This Council, by a resolution adopted •
August 23, 1984, authorized the issuance and public sale of
general obligation bonds of the City in an aggregate principal
amount not exceeding $675,000 (the Bonds), to finance various
capital projects in the City as set forth in Exhibit A hereto.
The resolution is incorporated herein by reference and made a
part hereof.
1.02. Notice of sale of the Bonds has been duly
rublished, and this 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 Paul in St. Paul
Minnesota and associates, to purchase the Bonds
at a price of $ 662,006.2S plus accrued interest on all Bonds
to the day of delivery and payment, on the further terms and
conditions hereinafter set forth.
1.13. The sale of the Bonds is hereby awarded to said
bidder, and he 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 of the City until the Bonds have been
delivered and the purchase price paid. The good faith checks
of other bidders shall be returned to them forthwith.
Section 2. Bond Terms, Registration, Execution and
Delivery.
2.01. The Bonds shall be designated General
Obligation Corporate Purpose Bonds, Series 1984, shall be
orgirally dated as of October 1, 1984, shall be in the
denomination of $5,000 each, or any integral multiple thereof,
shall mature on February 1 in the respective years and amounts
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stated below and shall bear interest from date of issue until
paidor duly called for redemption at the respective annual
rates set forth opposite such years and amounts, as follows:
Year
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
Amount Rate
6130,000
50,000
10,000
10,000
50,000
50,000
80,000
115,000
80,000
100,000
9.108
4.10%
9.10%
9.10%
9.10%
9.10%
9.10%
9.10%
9.10%
9.25%
2.02. Each Bond shall be dated as of the last
interest payment date preceding the date of authentication to
which interst 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 close of
business on the fifteenth day of the immediately preceding
month.
2.03. The Bonds shall be fully registered as to both
principal and interest. The City shall appoint, and shall
maintain,a bond registrar, transfer agent and paying agent
(the Agent).
(a) Register. The Agent shall keep at its principal
corporate trust office a bond register in which the Agent
shall provide for the registration of Bonds and the
registration of transfers of Bonds entitled to be
registered or transferred.
(b) Transfer of Bonds. Upon surrender for transfer of
any Bond duly endorsed by the registered owner thereof or
accompanied Id a written instrument of transfer, in form
satisfactory to the Agent, duly executed by the registered
owner thereof or its attorney duly authorized in writing,
the Agent shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
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Bonds of a like aggregate principal amount and maturity, as
requested by the transferor.
(c) Exchange of Bonds. Whenever any Bonds are
surrendered for exchange the Agent shall authenticate and
deliver the Bonds which the owner making the exchange is
entitled to receive.
(d) Cancellation. All Bonds surrendered upon any
transfer or exchange shall be promptly cancelled by the
Agent and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond
is presented to the Agent for transfer, the Agent may
refuse 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 Agent shall incu. 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 Agent
may treat the person in whose name any Bond is 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 his 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 Agent may impose a charge upon the
owner thereof sufficient to reimburse the Agent for 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 Agent shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of such mutilated
Bond or in lieu of and in substitution for such Bond
destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Agent in connection
therewith, and, in case of a Bond destroyed, stolen or
lost, upon filing with the Agent evidence satisfactory to
it that such Bond was destroyed, stolen or lost, and of his
ownership thereof, and furnishing the Agent with an
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appropriate bond or indemnity in form, substance and amount
satisfactory to it in which both the City and the Agent
shall be named as obligees. A11 Bonds so surrendered to
the Agent 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. The City hereby appoints The First National
Bank of Saint Paul ,
St. Paul Minnesota as
the initial Agent. TheMayor and the City Clerk are authorized
to execute and deliver, on behalf of the City, a contract with
the Agent. Upon merger or consolidation of the 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 Agent. The
City agrees to pay the reasonable and customary charges of the
Agent for the services performed. The City reserves the right
to remove the Agent upon thirty (30) days notice and upon the
appointment of a successor Agent, in which event the
predecessor Agent shall delilver all cash and Bonds in its
possession to the successor Agent and shall deliver the bond
register to the successor Agent.
2.05. Bonds maturing in the years 1987 through 1994
shall not be subject to redemption prior to maturity, but Bonds
maturing in the years 1995 through 1996 shall be subject to
redemption and prepayment at the option of the City, in whole
or in part, in inverse order of maturity dates and by lot,
assigned in proportion to their principal amount, within any
maturity, 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 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. 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
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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. 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 authentica-
tion on such Bond shall have been duly executed by an autho-
rized representative of the Agent. 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.
2.07. The Bonds shall be printed in substantially the
following form:
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[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF WASHINGTON
CITY OF STILLWATER
GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 1984
Date of
Rate Maturity Original Issue
October 1, 1984
Registered Owner.
Principal Amount:
Dollars
CUSI P
KNOW ALL MEN BY THESE PRESENTS that the City of
Stillwater, Washington County, Minnesota, acknowledges itself
to be indebted and for value received hereby promises to pay to
the registered owner specified above, or registered assigns,
the principal amount specified above on the maturity date
specified above, with interest thereon from the date hereof at
the annual rate specified above, such interest 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.
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 pledged.
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth at this place.
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This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
resolution authorizing its issuance 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:
Attest:
CITY OF STILLWATER, MINNESOTA
(facsimile)
Mayor
(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 $675,000, all of like date and tenor,
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except as to maturity date, redemption privilege, interest rate
and denomination, and issued for the purpose of financing
various capital projects within the City, and is issued
pursuant to and in full conformity with the Constitution and
laws of th State of Minnesota thereunto enabling, including
Minnesota Statutes, Chapter 475, and pursuant to the City
Charter of the City and resolutions duly adopted by the City
Council, including an authorizing resolution of the City
Council adopted September 11, 1984 (the Resolution).
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 stated maturity dates
in 1995 and later years are each subject to redemption and
prepayment at the option of the City, in whole or in part, and
if in part in inverse order of maturity dates and by lot,
assigned in proportion to their principal amount, within any
maturity, 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 transferrable 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 Bonds of this series
are issuable only as fully registered bonds, in denominations
of $5,000 or any multiple thereof, of single maturities.
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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 not, 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.
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, and the
Charter of the City, to be done, to exist, to 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 levied ad valorem
taxes on all taxable property within the corporate limits of
the City, which taxes are collectible for the years and in
amounts sufficient to produce sums not less than 5% in excess
of the principal of and interest on the Bonds of this issue
when due, and has appropriated such 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 theissuance
of this Bond does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation.
(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) (FacsimileSignature)
City Clerk
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:
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TEN COM -- as tenants UNTF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants
by entireties
JT TEN
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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.
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ASSIGNMENT
Por value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond 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 any change whatever.
Signature Guaranteed:
Signatures) 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.
Name and -Address:
(Include informationfor all joint owners
if the Bonds are held by joint account)
Please insert social security
or other identifying number of
assignee
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Section 3. 1984 Corporate Purpose Bond Account. The
Bonds shall be payable from a separate and special 1984
Corporate Purpose Bond Account in the Sinking Fund of the City
(the Account), which is hereby established and which the City
agrees to maintain until the Bonds have been pr:id in full. If
the money in the 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 the General Fund or any
other funds of the City that are available for that purpose,
and the General Fund or such other funds shall be reimbursed
therefor when sufficient money becomes available in the
Account. The moneys on hand in the Account from time to time
shall be used only to pay the principal of and interest on the
Bonds. Into the Account shall be paid all Bond proceeds in
excess of $662,000, all taxes collected pursuant to Section 4
hereof, any excess Bond proceeds remaining after completion of
the projects financed by the Bonds, and all other moneys
appropriated thereto.
Section 4. Pledge of Taxing Powers. The full faith
and credit and taxing powers of the City are hereby irrevocably
pledged to the payment of the principal of and interest on the
Bonds when due. For the purpose of producing sums which will
be not less than 5% in excess of the principal of and interest
on the Bonds when due, there is hereby levied upon all taxable
property within the corporate limits of the City, a direct,
annual, ad valorem tax to be spread upon the tax rolls of the
City in each of the years set forth below, in the amounts set
forth opposite such years, to be collected with and as a part
of other general taxes of the City, in the respective
succeeding collection years;
Levy Year
Collection Year Amount
1984 _ 1985 $86,206
286,206
1985 1986
1986 1987 104,733
1987 1988 57,955
1988 1989 57,000
1989 1990 - 98,044
1990 1991 93,267
1991 1992 119,989
1992 1993 149,095
1993 1994 101,357
1994 1995 114,713
Said tax shall be irrepealable so 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
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extent permitted by Minnesota Statutes, Section 475.61. The
City also recognizes and reaffirms its pledge of the full faith
and credit of the City to the payment of the Bonds and, in the
event that said tax does not prove sufficient to pay said
principal and interest, the City will promptly levy additional
ad valorem taxes upon all taxable property within the corporate
limits of the City as necessary for such payment, without
limitation as to rate or amount.
Section 5. Defeasance. When all of the Bonds issued
have been discharged as provided in this Section 5, 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 which are
due on any date by depositing with the Agent, on or before that
date, a sum sufficient for the payment of principal thereof and
interest thereon in full, or, if the principal of or interest
on any Bond shall not be paid when due, it may nevertheless be
discharged by depositing with the 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 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 times and at such rates and
maturing on such dates as shall be required to pay all
principal and interest, if any, to become due thereon to
maturity or earlier redemption.
Section 6. Registration of Bonds. The City 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 stating
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.
Section 7. Authentication of Transcript. The
officers of the City and the County Auditor 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 authorization and
issuance of the Bonds and to the financial condition and
affairs of the City and such other affidavits, certificates and
information as may be required to show the facts relating to
the legality and marketability of the Bonds, as the same appear
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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 8. Arbitrage.
8.01. 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 that would cause the interest payable on the Bonds to
become subject to taxation under the Code and Treasury
Regulations promulgated thereunder, as now existing or herein-
after amended or proposed and in effect at the time of such
action, and that it will take or it will cause its officers,
employees or agents to take all affirmative actions within its
powers that may be necessary to insure that such interest will
not become subject to taxation under the Code and said Treasury
Regulations.
8.02. The Mayor 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 Treasury Regulations promulgated
thereunder. Such certification shall state that, on the basis
of the facts, estimates and circumstances in existence on the
date of issue and delivery of the Bonds as therein set forth,
it is not expected that the proceeds of the Bonds will be used
in a manner that would cause the Bonds to be arbitrage bonds
within the meaning of the Code and said Treasury Regulations,
and the certification shall further state that, to the best of
the knowledge and belief of the certifying officers, there are
no other facts, estimates or circumstances that would
materially change such expectation.
Passed: September 11, 1984.
Atte
,f/ ,4t
Mayor
City Coordinator / Acting City Clerk
Publish--10-10-84
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