HomeMy WebLinkAboutCity Council Resolution 1987-423• After due consideration of the bids, Councilmember Sisk
then introduced the following resolution and moved its adoption:
RESOLUTION NO. 87-423
A RESOLUTION AWARDING THE SALE OF $1,700,000
GENERAL OBLIGATION FIRE PROTECTION BONDS OF 1987;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Plymouth, Hennepin
County, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of _Norwest Investment Services, Inc. (Purchaser) to
purchase $1,700,000 General Obligation Fire Protection Bonds of 1987 (Bonds), of
the City described in the Official Notice of Sale thereof is hereby found and
determined to be the highest and best bid received pursuant to duly advertised
notice of sale and shall be and is hereby accepted, the bid being to purchase
the Bonds at a price of $ plus accrued interest to date of delivery,
. for Bonds bearing interest as follows:
Year of Maturity Interest Rate
1989
1990
1991
1992
Net effective interest rate:
Year of Maturity Interest Rate
1993
1994
1995
1996
1997
1.02. The sum of $ being the amount bid by the Purchaser in
excess of $1,674,500 shall be credited to the Debt Service Fund hereinafter
created. The City Treasurer is directed to retain the good faith check of the
Purchaser, pending completion of the sale of the Bonds, and to return the good
faith checks of the unsuccessful bidders forthwith.
1.03. The City shall forthwith issue and sell the Bonds in the total
principal amount of $1,700,000, originally dated June 16, 1987, in the denomina—
tion of $5,000 each or any integral multiple thereof, numbered No. R-1, upward,
bearing interest as above set forth, and shall mature serially on February 1 in
the years and amounts as follows:
Year
Amount
Year
Amount
1989
$150.000
1994
$200.000
1990
150,000
1995
200,000
1991
175,000
1996
225,000
1992
175.000
1997
225,000
1993
200.000
1.04. Optional Redemption. The City may elect on February 1, 1995 and on
any interest payment date thereafter, to prepay Bonds maturing on or after
February 1, 1996. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid which have
the latest maturity date will be prepaid first. If only part of the Bonds
having a common maturity date are called for prepayment the specific Bonds to be
prepaid will be chosen by lot by the Registrar. All payments shall be at a
price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal
amount thereof, shall be payable by check or 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 inter-
est on the Bond has been paid or lade 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 the first
interest payment date, in which case such Bond shall be dated as of the date of
original issue. The interest on the Bonds shall be payable on February 1 and
August 1 of each year, commencing February 1, 1988, 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, authenticating agent and paying agent (Registrar).
The effect of registration and the rights and duties of the City and the Regis-
trar 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.
(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 execut-
ed 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 registra-
tion 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 ex-
change 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 refuse to transfer the same
until it is satisfied that the endorsement on such Bond or separate instru-
ment of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar shall incur no liability for the refus-
al, 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 regis-
ter 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 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 ar.d 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 sur-
rendered 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.
• (1) Redemption. In the event any of the Bonds are called for redemp-
tion. notice thereof identifying the Bonds to be redeemed will be given by
the Registrar by mailing a copy of the redemption notice by first class
mail (postage prepaid) not more than 60 and not less than 30 days prior to
the date fixed for redemption to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Regis-
trar and by publishing said notice in the manner required by law. Failure
to give such notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of any proceeding for the
redemption of Bonds. All Bonds so called for redemption will cease to bear
Interest after the specified redemption date, provided that the funds for
the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City hereby appoints Norwest
Sank Minneapolis, National Association, Minneapolis, Minnesota, as the initial
Registrar. The Mayor and the City Manager are authorized to execute and deliv-
er, on behalf of the City, a contract with the Registrar. Upon merger or con-
solidation of the Registrar with another corporation, if the resulting corpora-
tion In 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 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 Regis-
trar. On or before each principal or interest due date, without further order
of this Council, the Treasurer shall transmit to the Registrar moneys sufficient
for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds shall be prepared
under the direction of the Manager and shall be executed on behalf of the City
by the signatures of the Mayor and the 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. Notwith-
standing 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 the Purchaser shall not be obligated to see to the application of
the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed
definitive Bonds, one or more typewritten temporary bonds in substantially the
form set forth in Section 3 with such changes as may be necessary to reflect
more than one maturity in a single temporary bond. Upon the execution and
• delivery of definitive bonds. the temporary bonds shall be exchanged therefor
and cancelled.
Section 3. Form of Bond.
3.01. The Bonds shall be printed in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF PLYMOUTH
COUNTY OF HENNEPIN
GENERAL OBLIGATION BOND OF 1987
Date of
Rate Maturity Original Issue CUSIP
June 18, 1987
No. ;
The City of Plymouth. Minnesota, a duly organized and existing municipal
corporation in Hennepin County. Minnesota (City), acknowledges itself to be
indebted and for value received hereby promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above, with interest thereon from the date hereof at the annual rate
specified above, payable February 1 and August i in each year, commencing
February 1, 1988, to the person in whose name this Bond is registered at the
close of business on the fifteenth day (whether or not a business day) of the
Immediately preceding month. 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 Norwest Bank Minneapolis, National
Association, Minneapolis, Minnesota, as Bond Registrar, Paying Agent, Transfer
Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and inter-
est as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
The C.ty may elect on February 1, 1995 and on any interest payment date
thereafter, to prepay Bonds of this issue maturing on or after February 1, 1996.
Redempti in may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, those Bonds remaining unpaid which have the latest
aaturity date will be prepaid first. If only part of the Bonds having a comon
maturity date are called for prepayment the specific Bonds to be prepaid will be
chosen by lot by the Registrar. All prepayments shall be at a price of par plus
accrued interest.
The City Council has designated the Bonds as "qualified tax exempt obliga-
tions" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986 (the Code) and within the $10 million limit allowed by the Code for the
calendar year of issue.
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 in this place.
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 Plymouth, Hennepin 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 Manager and has -caused this Bond to
be dated as of the date set forth below.
Dated:
CITY OF PLYMOUTH, MINNESOTA
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
By
Authorized Representative
(Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$1,700,000 all of like original date and tenor, except as to number, maturity
date, redemption privilege, and interest rate, issued pursuant to a resolution
adopted by the City Council on June 22, 1987 (the Resolution), for the purpose
of providing money to aid in financing the cost of the acquisition and better--
ment of fire protection buildings and related facilities and equipment pursuant
to authority granted by the voters of the City at a duly called and regularly
held special election pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota. This bond constitutes a general obiigaticn
of the City and the City has prior to its issuance and delivery duly levied a
direct irrepealable ad valorem tax on all taxable property in the City in
amounts sufficient to pay when due the principal of and interest on this bond.
.The full faith and credit of the City are irrevocably pledged for payment of
this Bond and the City Council has obligated itself to levy additional ad
valorem taxes on all taxable property in the City in the event of any
deficiency, which taxes may be levied without limitation as to rate or amount.
The Bonds of this series are issued only as fully registered bonds in denomina-
tions of $5,000 or any integral multiple thereof of single maturities.
As provided in the Resolution and sub'ect 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 the
owner's 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 the owner's attorney; and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon such
transfer or exchange the County 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 reimbursemen, 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 not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Bond Registrar shall be affecteO 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
40 Minnesota 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, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitu-
tional 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.)
I 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 Plymouth,
Minnesota, which includes the within Band, dated as of the date of delivery of
and payment for the Bonds.
(Facsimile Signature)
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:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Gifts or
Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . . . . .
not as tenants in common (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 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 infor-
nation concerning the assignee requested below is provided.
Name and Address:
Include information for all joint owners if
this Bond is held by joint account.)
• Please insert social security or
other identifying number of assignee
3.02. The City Clerk shall obtain a copy of the proposed approving legal
opinion of LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Professional Associa-
tion, Minneapolis, Minnesota, which shall be complete except as to dating
thereof and shall cause the opinion to be printed on each Bond, together with a
certificate to be signed by the facsimile signature of the Clerk in substantial-
ly the form set forth in the form of Bond. The Clerk is hereby authorized and
directed to execute such certificate in the name of the City upon receipt of
such opinion and to file the opinion in the City offices.
Section 4. Payment: Security: Pledges and Covenants..
4.01. The Bonds shall be payable from the General Obligation Fire Protec-
tion Bonds of 1987 Debt Service Fund (Debt Service Fund) hereby created, and the
proceeds of the ad valorem taxes hereinafter levied are hereby pledged to the
Debt Service Fund. If any payment of principal or interest on the Bonds shall
become due when there is not sufficient money in the Debt Service Fund to pay
the same, the Finance Director shall pay such principal or interest from the
general fund of the County, and the general fund shall be reimbursed for such
advances out of the proceeds of the taxes levied by this resolution, when
collected.
4.02. For _he purpose of paying the principal of and interest on the
Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon
all of the taxable property in the City, which shall be spread upon the tax
rolls and collected with and as part of other general taxes of the City. Such
tax shall be credited to the Debt Service Fund above provided and shall be in
the years and amounts as follows (year stated being year of levy for collection
the following year):
YEAR LEVY YEAR LEVY
(See Attachment A)
It is hereby determined that the estimated collection of the foregoing taxes
will produce at least five percent in excess of the amount needed to meet, when
due, the principal and interest payments on the Bonds.
4.03. The tax levy herein provided shall be irrepealable until all of the
Bonds are paid, provided that the City Clerk may annually. prior to October 10
of any year, certify to the Director of Property Taxation of Hennepin County the
isamount available in the Debt Service Fund to pay principal and interest due
during the ensuing year, and the City Clerk shall thereupon reduce the levy
collectible during such year by the amount so certified. The City Clerk is
authorized and directed to file a certified copy of this resolution with the
Director of Property Taxation of Hennepin County and to obtain the certificate
required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are hereby authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds,
certified copies of proceedings and records of the City relating to the Bonds
and to the financial condition and affairs of the City, and such other certifi-
cates. affidavits and transcripts as may be required to show the facts the books
and records in their custody and under their control, relating to the validity
and marketability of the Bonds and such instruments, including any heretofore
furnished, shall be deemed representations of the City as to the facts stated
therein.
5.02. The Mayor, Manager and Finance Director are hereby authorized and
directed to certify that they have examined the Official Statement, prepared and
circulated in connection with the issuance and sale of the Bonds and that to the
best of their knowledge and belief said statement is a complete and accurate
representation of the facts and representations made therein as of the date of
the Official Statement.
Sec. 6. Special Tax Covenant.
6.01. (s) 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 which would cause the interest on the
Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers,
employees or agents to take, all affirmative action within its power that may be
necessary to ensure that such interest will not become subject to taxation under
the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
(b) The City shall. comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income of the interest on the
Bonds under Section 103 of the Code, including without limitation requirements
relating to temporary periods for investments, limitations on amounts invested
at a yield greater than the yield on the Bonds, and the rebate of excess invest-
ment earnings to the United States if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 1987) exceed the small -issuer
exception amount of $5,000,000. For purposes of qualifying for the small issuer
exception to the federal arbitrage rebate requirements, the City hereby finds,
determines and declares that the aggregate face amount of all tax-exempt bonds
(other than private activity bonds) issued by the City (and all subordinate
entities of the City) during the calendar year in which the Bonds are issued and
outstanding at one time is not reasonably expected to exceed $5,000,000, all
within the meaning of Section 148(f)(4)(C) of the Code.
6.02. The City further covenants not to use the proceeds of the Bonds or
Ito cause or permit them or any of them to be used, in such a manner as to cause
the Bonds to be "private activity bonds" within the meaning of Sections 103 and
141 through 150 of the Code.
6.03. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the City hereby makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section
141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds, treating qualified 501(c)(3) bonds as
not being private activity bonds) which will be issued by the City (and all
subordinate entities of the County) during calendar year 1987 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1987 have been designated for purposes of Section
265(b)(3) of the Code.
The City shall use its beat efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designation made by this
paragraph.
The motion for the adoption of the foregoing resolution was duly seconded
by Member Vasiliou , and upon vote being taken thereon, the
following voted in favor thereof: Mayor Schneider, Counc;lmembers Crain,
Sisk, Vasiliou, and Zitur
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.