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HomeMy WebLinkAbout7616 (Res.) ,..,.,- ~~ 000076 r Councilmember Bodlovick tnen introduced the following resolution and moved its adoption: RESOLUTION NO. 7616 RESOLUTION RELATING TO $380,000 GENERAL OBLIGA~rr.J[ii CAPl'l'AL. OUTLAY BONDS, SERIES 1986; AUTHORIZING THE ISSU~CE, AWARDING THE SALE, PRESCRIBING THE FORM ~~D uETAILS ~~D 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 donds. 1.01. This council, by a resolution adopted June 3, 1986, authorized the issuance and pUblic sale of general Obligation bonds of the City in an aggregate principal amount not exceeding $380,000 (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. r 1.02. Notice of sale of tne Bonds has been duly pUblished, and this Council, having examined and considered all bids received purs~ant to the published notice, does hereoy find and determine that the most favorable bid received is that of Dain Bosworth Incorporate~ of Minneapolis , Minnesota , and associates, to purchase the donas at a price of $376,200.00 plus accrued interest on all donds to the day of delivery and payment, on the further terms ana conditions hereinafter set forth. 1.03. The sale of the Bonds is hereby awarded to sald bidder, and the Mayor and City Clerk are nereoy a~tnorizea and 'directed on behalf of the City to execute a contract for tne sale of the Bonds in accordance with the terms of said Did. The good faith check of the successful bidder shall be retainea and deposited by the Finance Director. The good faitn cnecks of other bidders shall be returned to them forthwith. Section 2. Bond Terms, Registration, Execution and Delivery. 2.01. The Bonds shall be desi~nated General Obligation Capital Outlay Bonds, Series 1986, shall be orginally dated as of August 1, 1986, shall be in tne denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and amounts r - 000075 r stated below and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: ~ Amount Rate 1988 $ 30,000 5.00% 1989 50,000 5.30% 1990 l25,000 5.60% 1991 175,000 5.90% 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 availaole 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 cas such Bond snall be dated as of tne date of authentication, or (11) ~the date of authentication is prior to August 1, 1987, in which case sucn Bond snall be dated as of August 1, 1986. The interest on the 80nds snall be payable on February 1 and August 1 in each year, commencing August 1, 1987, to the owner of record thereof as of close of business on the fifteenth day of the immediately preceding month, r 2.03. The Bonds shall be fully registered as to ootn principal and interest. The City shall appoint, and snall maintain, a bond registrar, transfer agent and pajing agent (the Agent). (a) Register. The Agent shall keep at its prlncipal corporate trust office a bond register in which tne Agent shall provide for the registration of Bonds and tne registration of transfers of Bonds entitled to De registered or transferred. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner tnereof or accompanied by a written instrument of transfer, in torm satisfactory to the Agent, duly executed by tne re~istered owner thereof or its attorney duly authorized in writing, the Agent shall authenticate and deliver, in tne 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. (c) Exchange of Bonds. whenever any Bonds are surrendered for exchange the Agent shall authenticate and deliver the Bonds wnich the owner making tne excnange is entitled to receive. r -_. . . , I I [11, (' r r - .. 000074 (d) Cancellation. All Bonds surrenderea upon any transfer or exchange shall be promptly cancelled by tne Agent and thereafter disposed of as directed by tne City. (e) Improper or Unauthorized Transfer. ~nen any dona is presented to the Agent for transfer, tne Agent may refuse to transfer the same until it is satisfied that tne endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Agent Shall incur no liaoility for the refusal, in good faith, to make transfer~ 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 dona, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, tne 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 tne sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Agent may impose a cnarge upon the owner thereof sufficient to reimburse the Agent for any tax, fee or other governmental charge required to oe paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroved donds. In case any dOnd shall become mutilated or be destroyea, stolen or lost, the Agent shall deliver a new dond 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 sucn 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 nis ownerShip thereof, and furnishing the Agent witn an appropriate bond or indemnity in form, suostance and amount satisfactory to it in whiCh both the City and tne Agent shall be named as oOligees. All donds so surrendered to the Agent shall be cancelled by it and evidence of such cancellation shall be given to the City, If the mutilatea, destroyed, stolen or lost Bond has already matured or been called for redemption in accoraance with its terms it snall not be necessary to issue a new Bond prior to payment. r r r ,--,,, .. \ 000073 2.04. The City hereby appoints American National Bank and Trust Company ,St. Paul , Minnesota ,as the initial Agent. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract w~tn the Agent. upon merger or consolidation of the Agent with another corporation, if the resulting corporation is a oan~ or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Agent. Tne City agrees to pay the reasonable and customary cnarges of tne Agent for the services performed. The City reserves tne rignt to remove the Agent upon thirty (30) days notice and upon cne 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 tne bond register to the successor Agent. 2.05. In the event that pursuant to federal laws and regulations the City, in the opinion of bond counsel, is required to use unexpended Bond proceeds for early redemption of Bonds in order to assure the exemption of interest paiaole on the Bonds from federal income taxation, the City shall use such unexpended Bond proceeds to redeem Bonds on any date. Those Bonds remaining unpaid which have the latest maturity date will be prepaid first. If only part of the aonds naving a common maturity date are called for prepayment, the specific Bonds to be prepai6 will be chosen by lot. Bonds shall be redeemed at a price of 102\ of the principal amount plus accrued interest. Prior to the date set for redemption of ani Bond prior to its stated maturity date, the Clerk snall cause notice of the call for redemption thereof to be published as required by law and, at least 20 days prior to tne designatea redemption date, shall cause notice of tne call to be mailed to the registered holde,rs of any Bonds to be redeemed at tneir addresses as they appear on the bond register described in Section 2.03 hereof. 2.06. The Bonds shall be prepared under tne airection of the City Clerk and shall be executed on behalf of toe City by the signatures of the Mayor and the City ClerK, provided that all signatures may oe printed, engraved or lithograpned facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on tne Bonds shall cease to be such officer before tne delivery of any aond, such signature or facsimile shall nevertheless oe valid and sufficient for all purposes, the same as if he nad remained in office until delivery. No Bond shall be valid or ooligatory 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 autno- rized representative of the Agent. Certificates of . r r r ,as. I~ ,J,!" .. - 000072 authentication on ditferent Bonds need not oe signed oy tne same representative. The executed certificate of authentication on each Bond shall be conclusive evidence tnat it has been authenticated and delivered under this Resolution. 2.07. The Bonds shall be printed in substantlal1i tne following form: r r r . I~ , ~, . ,II 1&- 000071 [Face of the BondsJ U~ITED STA'rES OF AMERICA S'rA'rE OF MI NNESOTA COUNTY OF ~ASHINGTui CITY OF STILLWATER GENERAL OBLIGATION CAPITAL OUTLAY BOND, SERIES 1986 Rate Maturitv Date of Original Issue August l, .1.986 CUSIl? Registered Owner: principal Amount: Dollars KNOW ALL PERSONS 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 nereof at the annual rate specified above, such interest payable on February 1 and August 1 in each year, commencin~ August l, 1987, 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 suoJect to the provisions referred to herein with respect to the redemption of the principal of this dond before maturity. roe interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of toe 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 herecy 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 tnis place. r (' r - 000070 This Bond shall not be valid or become ooligatory for any purpose or be entitled to any securitj or benefit under tne resolution authorizing its issuance until the Certificate of Authentication hereon shall have been executed by tne dond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Stillwater, wasnington County, Minnesota, by its City Council, has caused tnis dond to be executed on its behalf by the facsimile signatures Ot the Mayor and City Clerk, and has caused tnis Bond to be dated as of the date set forth below. Dated: CITY OF STILLwATER, MIdNESOTA (f acs imile ) ."1ayor Attest: ( facsimile~) Ci ty ClerK CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the resolution mentioned witnin. By Authorized Representative [Reverse of the Bonds) This Bond is one of an issue in the aggregate principal amount of $380,000, all of like date and tenor, except as to maturity date, interest rate and denomination, and - r ("~ (" ,~ .~ ,....". 000068 issued for the purpose of financing various capital proJects within the City, and is issued pursuant to and in tull conformity with the Constitution and laws of the 3tate ot Minnesota tnereunto enabling, including Minnesota Statute~, Chapter 475, and pursuant to the City cnarter of tne City and resolutionS duly adopted by the City Council, including an authorizing resolution of the City Council adoptea July 1, 1~86 (the Resolution). Bonds of this issue may be redeemed at a price of !02% of their principal amount, plus accrued interest, on any date, from unexpended proceeds if required, in the opinion of oona counsel, to assure the continued exemption of interest pajaole on the Bonds from federal income taxation, said redemption to be in inverse order of maturity dates and by lot as to donds maturing on the same date. Prior to tne~ date specified tor tne 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 20 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 oy the Bond Registrar. Upon partial redemption of any dond, a ne., Bond or Bonds will be delivered to tne owner witnout cnarge, representing the remaining principal amount outstanding. As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferraole upon the books of the City at the principal office of tne 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 tne registered owner or his attorneYI and may also be surrendered in excnange for donas of other authorized denominations. Upon sucn transter or exchange the City will cause a new Sond 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 reimoursement tor any tax, fee or governmental charge required to be paid with respect to such transfer or excnange. The Bonds of tnis series are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. The City and the Bond Registrar may deem and treat tne person in whose name this Bond is registered as the aosolute 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 oy any notice to the contrary. (\ (' r &10 I~ ,;II,,, . 000068 IT IS HEREBY CERTIFIED, RECITED, COVE~~i~ED ~~D AGREED that all acts, conditions and things required oy tne Constitution and laws of the state of Minnesota, and tne Charter of the City, to be done, to exist, to happen and to oe performed preliminary to and in the issuance of tnis Dona in order to make it a valid and binding general ooligation of tne 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 have 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 tnis 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 tne City, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City ~~ 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 ~aoove is a full, true and correct copy of the legal opinion rendered by bond counsel on tne 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) City Clerk (Facsimile signature) ,>tayor 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 applicaole laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian ____ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Glfts to Minors r r (' JT TEN - 000067 as joint tenants with right of survivorship and not as tenants in common Act..................... . (3tate) Additional abbreviations may also oe usea though not in the above list. II " ;1 II Ii ; .., r r r ..., ~ ,~,. 000066 ASSIG~MENT For value received, the undersigned hereoy sells, assigns and transfers unto the within Bond and does nerebj irrevocably constitute and appoint attorney to transfer the said Bona 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 tne face of the within 80nd in every particular, without alteration or any cnange whatever. Signature Guaranteed: signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a memoersnip in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee re~uestea below is provided. Name and Address: (Include information for all Joint owners if the Bond is held by joint account) please insert social security or other identifying number of assignee ] - r (' (' ,m,., .. ,....." 000065 Section 3. 1986 Capital Outlay dond Account. The Bonds shall be payable from a separate and special ~986 Capital Outlay 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 paid in full. If tne money in the Account should at any time be insufficient to pay principal and interest due on the Bonds, sucn amounts shall oe paid from other moneys on hand in the General Fund or any other funds of the City that are available for that purpose, and tne General Fund or such other funds shall be reimbursed tnerefor when sufficient money becomes available in tne Account. Tne 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 $376,200, all taxes collected pursuant to Section 4 nereof, anj excess Bond proceeds remaining after completion of the proJects financed by the Bonds, and all other moneys appropriated thereto. Section 4. Pledqe of Taxinq Powers. The full faitn and credit and taxing powers of the City are hereoy irrevocaolj pledged to the payment of the principal of and interest on tne 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 tne 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 1986 1987 $ 65,324 1987 1988 73,474 1988 1989 149,442 1989 1990 194,592 Said tax shall be irrepealable so long as any of the Bonds are outstanding and unpaidl 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. the City also recognizes and reaffirms its pledge of the full taitn and credit of the City to the payment of the donds and, in the event that said tax does not prove sufficient to paj saia principal and interest, the City will ;romptly levy additional ad valorem taxes upon all taxable property witnin the corporate limits of the City as necessary for such payment, without limitation as to rate or amount. r c r ,aL I." ,.iII." . 000064 Section 5. Defeasance. When all of the donds issueu have been discharged as provided in tnis Section 5, all pledges, covenants and other rignts granted by this resolution to the holders of the Bonds shall cease. Tne City may discharge its obligations with respect to any Bonas wnicn are due on any date by depositing with the Agent, on or beiore tnat date, a sum sufficient for the payment of principal tnereof anu interest thereon in full, or, if tne principal of or interest on any Bond shall not be paid when due, it may nevertheless be discharged by depositing with the Agent a sUlli~ sufficient for~-- the payment thereof in full with interest accrued to the date of such deposit. The City may also at any tiffie discnarye its obligations with respect to any Bonds, sUbject to tne provisions of law now or hereafter autnorizing ana regulating such action, by depositing irrevocably in escrow, with a oank qualified by law as an escrow agent for tnis purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at sucn 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 tnereon to maturity or earlier redemption. Section 6. Registration of Bonds. Tne Clty ~lerk is hereby author ized -~and directed to file a certified copy of tnis 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 statlng that the Bonds have been duly entered upon his bond reglster and that the tax required for tne payment thereof nas oeen levied and filed as required oy law. Section 7, Autnentication of Transcri~t. Tne officers of the City and the County Auditor are nerebf authorized and directed to prepare and turnisn to tne purchasers of tne Bonds and to the attorneys rendering an opinion as to the legality thereof cer~ified copies of all proceedings and records relating to the autnorization and issuance of the Bonds and to tne financial condition and affairs of the City and ~such other affidavits, certificates and information as may be required to snow the facts relating to the legality and marketability of the Bonds, as the same a~pear 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 heretoiore furnished, shall be deemed representations of the City as to the correctness of all statements contained tnerein. &L- ~, ,.;11." ~ 000063 Section 8. Tax covenant; Arbitrage. 8.01. The City covenants and agrees witn tne nolders from time to time of the Bonds, that it will not ta~e or permic to be taken by any of its officers, employees or agents any action that would cause the interest payaole on tne donds to become subject to taxation under the COde and ~reasuri Regulations promulgated thereunder, as now existing or nerein- after amended or proposed and in effect at tne time of sucn action, and that it will take or it will cause its officers, employees or agents to take all affirmative actions witnin its powers that may be necessary to insure tnat sucn interest will not become subject to taxation under the Code and applicao!e Treasury Regulations, as presently existing or as hereafter amended and made applicable to tne Bonds. 8.02. The Mayor and tne City Clerk, being tne officers of the City charged witn ,toe responsioility for issuing the Bonds pursuant to this resolution, are autnorized 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 tne Treasury Regulations promu13ated thereunder. sucn certification snall state tnat, on toe oasis of the facts, estimates and circumstances in existence on tne date of issue and delivery of the Bonds oS therein set fortn, it is not expected~ that tne proceeds of tne Bonds will oe use a in a manner that would cause the Bonds to be arDitrage Donds within the meaning of the Code and said Treasury Regulations, and the certification shall further state tnat, to the o~st of the knowledge and belief of the certifying officers, tnere are no other facts, estimates or circumstances toat would materially change such expectation. Section 9. Qualified Tax-Exempt Obligations, In order to enhance the marketability of toe Bonds, and since tne donas meet all applicable requirements, the Bonds are hereby designated by the City as .Q~alified Tax-Exempt ooli3at~ons. for the purposes of Section 802(e) of the Tax Reform Act of 1985 relating to the proposed disallowance of interest expense for financial institutions. r (" Passed: July 1, 1986. Approved: ~~.. /~ Attest: (" 1!J. fJdAA J L'layor , r (' r ,.&&.-, .. ,;II", .. ., , The motion for the adoption of tne foregoing resolution was duly seconded by Councilmember Kimble and, upon vote being taken thereon, the following votea in favor thereof: All members present .. 000062 and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. -. ~ ~ r ~u. ~ ;1;;., .~ 000079 CERTIFICATION OF MINUTES RELATING TO $380,000 GENERAL OBLIGATION CAPITAL OUTLAY BONDS, SERIES 1986 Issuer: City of Stillwater, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A special meeting neld Tuesday, July l, 1986, at 4:30 o'clock P.M., at the City Hall. Members present: Bodlovick, Kimble, Opheim' Mayor Peterson Members absent: Farrell Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 7616 RESOLUTION RELATING TO $380,000 GENERAL OBLIGATION CAPITAL OUTLAY BONDS, SERIES 19861 AUTHO~IZING THE ISSUANCE, AWARDING THE SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT THEREOF ~. I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed1 that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds1 and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. r WITNESS my hand officially as such recording officer this ~ day of July, 1986. l~~~ Mary Lou Johnson, City ClerK Name and Title