Loading...
HomeMy WebLinkAboutResolution 4988 .�. . . . � �'� . ' _ . • � , �J O �`-: O � CITY of ORONO � - :. � , ti ��� �G'�' RESOLUTION OF THE CITY COUNCIL `9kEsH.og' N0. � � � � RESOLUTION AWARDING SALE OF$885,000 GENERAL OBLIGATION SEWER IMPROVEMENT REFUNDING BONDS, SERIES 2003A, FIXING THE FORM AND SPECIFICATIONS � THEREOF,PROVIDING FOR THEIR EXECUTION AND DELIVERY,AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED by the City Council of the City of Orono,Minnesota, as " follows: 1. The proposal of United Bankers Bank(the "Purchaser")to purchase the $885,000 General Obligation Sewer Improvement Refunding Bonds, Series 2003A of the City at a price of$881,681.25 plus accrued interest is hereby found and determined to be the best proposal received and shall be and is hereby accepted, said offer being to purchase Bonds bearing • interest according to year of maturity as follows: Maturity Interest �Februar�� Rate 2004 1.10% 2005 1.10 2006 1.30 2007 1.70 2008 2.00 � 2. To provide funds to refiind the City's outstanding General Obligation � � Sewer Improvement Bonds, Series 1992 (the"Prior Bonds"), which were issued to finance the . Stubbs Bay Sewer Improvement Project(the"Improvement"),the City hereby determines that it is necessary and expedient to issue pursuant to Minnesota Statutes, Chapter 429 and Section 475.67, its negotiable General Obligation Sewer Improvement Refunding Bonds, Series 2003A (the "Bonds") in the aggregate principal amount of$885,000, dated July 1, 2003,which Bonds shall bear interest at the rates above set forth, computed on the basis of a 360-day year of twelve � 30-day months,payable February 1, 2004 and semiannually thereafter on February 1 and August 1 in each year, and shall mature serially on February 1 in the years and amounts,without option of prior payment, as follows: � Page 1 of 12 T � f , � � �� � O ``, O Y CITY of ORONO � � : : � , ti ��L �G�' RESOLUTION OF THE CITY COUNCIL `9k'ESIIOg' N0. � � �� � � Year Amount 2004 $160,000 2005 180,000 2006 185,000 � 2007 180,000 2008 180,000 The Bonds shall be numbered R-1 upwards in order of issuance or in such other order as the . Registrax may determine and shall be in the denomination of$5,000 each or any integral multiple thereof not exceeding the amount maturing in any year. 3. The Bonds,the Registrar's Authentication Certificate and the form of� assi�ment shall be in substantially the followin;form: • � IJNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF ORONO No._ $ GENERAL OBLIGATION SEWER IMPROVEMENT ' REFUNDING BOND, SERIES 2003A Interest Rate Maturitv Date of Ori�inal Issue CUSIP - � July 1, 2003 Registered Owner: � . Principal Amount: The City of Orono, Hennepin County,Minnesota, for value received,hereby promises to pay to the Registered Owner specified above, or registered assigns,without option of prior payment,the Principal Amount specified above on the maturity date specified above, upon the presentation and surrender hereof, and to pay to the Registered Owner hereof interest on such • Principal Amount at the Interest Rate specified above from July 1, 2003, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on Page 2 of 12 . o-.� � � . � � �: � 3 CITY of ORONO � � .. ti ��� �G~' RESOLUTION OF THE CITY COUNCIL `�kEs�IOg' No. � '� � � � � February 1 and August 1 of each year, commencing February 1,�2004,until said principal amount is paid. Principal is payable in lawful money of the United States of America at the office of � U.S. Bank National Association, in St. Paul,Minnesota, as Bond Registrar or of its successor as Bond Registrar designated by the City upon 60 days' notice to the registered owners at their registered addresses. Interest shall be paid on each February 1 and August 1 interest payment date by check or draft mailed�to the person in whose name this Bond is registered at the close of business on the 15th day of the month preceding each interest payment date(whether or not a business day) at said person's address set forth on the registration books maintained by the Bond Registrar. Any such interest not punctually paid or provided for will cease to be payable to the' . owner of record as of such regular record dates and such defaulted interest may be paid to the person in whose name this Bond shall be registered at the close of business on a special record � date for the payment of such defaulted interest established by the Bond Registrar. During such time as this Bond is registered in the name of Cede& Co., as nominee of Depository Trust Company New York,New York("DTC"),the method of payment, • notice of redemption and certain other matters are subject to the terms of a Blanket Letter of Representation executed by the City and DTC as such Letter may be amended from time to time. This Bond is one of an issue of Bonds in the aggregate principal amount of $885,000, all of like date and tenor except as to maturity and interest rate, issued pursuant to and in full conformity with the Constitution and Laws of the State of Minnesota, including Section 475.67 and Chapter 429, Minnesota Statutes, for the purpose of providing funds to refund the City's outstanding General Obligation Sewer Improvement Bonds of 1993 which were issued to finance a sewer improvement identified in the Resolution described below; and this Bond is payable primarily from special assessments levied with respect to such improvement,but this Bond constitutes a general obligation of the City and to provide moneys for the prompt and full payment of said principal and interest as the same become due the full faith and credit of the City is hereby irrevocably pledged, and the City will levy ad valorem taxes on all taxable properiy in � the City, if required for such purpose,without limitation as to rate or amount. � This Bond is transferable, as provided by the Resolution of the City Council authorizing the issuance of the Bonds of this series adopted May 27, 2003 (the"Resolution") only upon books of the City kept at the office of the Bond Registrar by the Registered Owner hereof in person or by the Registered Owner's duly authorized attorney, upon surrender of this Bond for transfer at the office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar duly executed by, the Registered Owner hereof or the Registered Owner's duly authorized attorney, and, upon payment � of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more fully registered Bonds of the series of the same principal amount, maturity and interest . Page 3 of 12 � 4-,�. � 0 �: 0 . . � CITY of ORONO ,� -- ,. � , ti ��� �G~' RESOLUTION OF THE CITY COUNCIL �kESH.Og' �NO. _ � � � � tv rate will be issued to the designated transferee or transferees. The Registered Owner of this Bond may be treated as the absolute owner hereof for all purposes. The Bonds of this series are issuable only as fully registered bonds without � coupons in denominations of$5,000 or any integral multiple thereof not exceeding the principal amount maturing in any one year. As provided in the Resolution and subject to certain limitations therein set forth,the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds of this series of a different authorized denomination, as requested by the Registered Owner or the owner's duly authorized attorney upon surrender thereof to the Bond . Registrar. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required.by the Constitution and laws of the State of Minnesota to be done,to happen and to be performed precedent to and in the issuance of this Bond have been done,have happened and have been performed in regular and due form, time and manner as required by law and that this • Bond, together with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any constitutional or statutory limitation of indebtedness. This Bond shall not be valid or become obligatory for any purpose until the . Certificate of Authentication and Registration hereon shall have been signed by the Bond Registrar. IN WITNESS WHEREOF, the City of Orono,Minnesota,by its City Council,has caused this Bond to be executed in its behalf by the facsimile signature of the Mayor and by the facsimile signature of the City Clerk, all as of the Date of Original Issue specified above. Dated: July 1, 2003 . � �Facsimile SiQnature) � � Mayor �Facsimile Si aturel ' City Clerk Bond Registrar's Certificate of Authentication and Registration • _ Page 4 of 12 a-.�,. � - � . � . �. � � � � CITY of ORONO � -- :. � , ti ��� �G~' RESOLUTION OF THE CITY COUNCIL `�kESI30� NO. .� � � B � This is one of the Bonds described in the within mentioned Resolution and this Bond has been registered as to principal and interest in the name of the Registered Owner identified above on the registration books of the City of Orono,Minnesota. -- . U.S. BANK NATIONAL ASSOCIATION Bond Registrar By � , Authorized Signature • � Page 5 of 12 o-,�,. - � . i � >. � � CITY of ORONO ,� .: , �, , ti ��� �G~' RESOLUTION OF THE CITY COUNCIL `9k'ESYi�g' NO. � � � aa� ASSIGNMENT FOR VALUE RECEIVED,the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee)the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof,with full power of substitution in the premises. , Dated: Please insert Social Security Number or Notice: The signature to this assi�unent must other identifying number of Assignee correspond with the name as it appears on the face of this Bond in every particular,without � � alteration or any change whatever. Si�ature Guaranteed: Si�atures must be guaranteed by a national bank or trust company or by a brokerage firm having membership in one of the major stock exchanges. 4. The Bonds shall be payable upon presentation at the office of U.S. Bank National Association, in St. Paul, Minnesota, as Registrar and Paying Agent, or at the offices of _ such other successor agents as the City may hereafter designate upon 60 days' mailed notice to . � the registered owners at their registered addresses. Interest shall be paid by check or draft of the Registrar mailed to the registered owners at their addresses shown on the registration books on each interest payment date unless other arrangements satisfactory to the Bond Registrar the City and the registered owners of Bonds are made. The City shall deposit funds with the Bond Registrar at the time and in the manner necessary to provide for the full and prompt payment of such principal and interest. 5. The Bonds shall.be prepared in typewritten or printed form under the direction of the City Clerk and when so prepared shall be executed on behalf of the City by the � facsimile signature of the Mayor and by the facsimile signature of the City Clerk. The Bonds shall not be valid for any purpose until authenticated by the Bond Registrar. The Bond Registrar Page6of12 ��� • O �� O - � CITY of ORONO � . � , ti ��� �G'�' RESOLUTION OF THE CITY COUNCIL �kESH.Og' � � N0. 4� � � � is authorized and directed to register the Bonds initially issued hereunder in such names as the pl,uchaser may direct. The Bonds initially issued hereunder shall be registered as of July 1, 2003, and all Bonds issued in exchange therefor shall be registered as of such date, or, if issued after the first payment date, as of the most recent interest payment date on which interest was paid or duly provided for. When the Bonds shall have been so prepared and executed,they shall be delivered by the Finance Director in exchange for the purchase price and upon receipt of the . signed legal opinion of Faegre &Benson, as Bond Counsel, and the purchaser shall not be required to see to the proper application of the proceeds. 6. (a) For purposes of this paragraph 6,the following terms shall have the following meanings: "Beneficial Owner" shall mean,whenever used with respect to a Bond,the person recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, . or such person's subrogee. • "Cede 8c Co." shall mean Cede& Co.,the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean Depository Trust Company New York,New York. "Participants" shall mean those broker-dealers,banks and other financial institutions for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Blanket Letter of Representation from the City to DTC,heretofore approved by this Council. (b) The Bonds shall be initially issued as separate authenticated fully . . registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register of the City kept by the Registrar in the name of Cede &Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selectin�the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to registered owners of Bonds under this Resolution,registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any . responsibility or obligation to any Participant, any person claiming a beneficial ownership • interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books of the Registrar as being a registered owner of any Bonds,with Page 7 of 12 o-.�- � . • o � � s CITY of ORONO � -- : � , ti ��� �G�' RESOLUTION OF THE CITY COUNCIL � �kEs80g' N0. � � r� � respect to the accuracy of any records maintained by DTC or any Participant,with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds,with respect to any notice which is permitted or required to be given to owners of Bonds under this Resolution,with respect to the selection by DTC or any Participant of any � person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. The Registrar shall pay all principal of and interest on the Bonds only to Cede&Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the , extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede &Co., the Bonds will be � transferable to such new nominee in accordance with subparagraph(fl hereof. . (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates,the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants, of the availability through DTC of Bond certificates. In such event,the Bonds will be transferable in accordance with subpara�aph(fl hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with subparagraph(fl hereof. (d) Notwithstanding any other provision of this Resolution apparently to the contrary, so long as any Bond is registered in the name of Cede &Co., as nominee of DTC, all payments with respect to the principal of and interest on such Bond and all notices with respect _ to such Bond shall be made and given,respectively,to DTC as provided in the Representation � Letter. � (e) The execution and delivery of the Representation Letter to DTC by the . Mayor or the City Clerk, is hereby ratified and confirmed and the terms of the Representation Letter are made applicable to the Bonds. The Representation Letter incorporate by reference certain matters with respect to, among other things,notices, consents and approvals by registered owners of the Bonds and Beneficial Owners and payments on the Bonds. The Registrar shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Resolution. • (fl In the event that any transfer or exchange of Bonds is permitted under subparagraph(b) or(c)hereof, such transfer or exchange shall be accomplished upon receipt by Page 8 of 12 � o-.�,. . • � � ° � CITY of ORONO � - :. . � ti ��� �G~' � RESOLUTION OF THE CITY COUNCIL `4kESfIO� NO. � � vj � the Registrar from the registered owners thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of paragraph 7 hereof. 7. As long as any of the Bonds issued hereunder shall remain outstanding, the City shall maintain and keep at the office of the Bond Registrar an office or agency for the payment of the principal of and interest on such Bonds, as in this Resolution provided, and for the registration and transfer of such Bonds, and shall also keep at said office of the Bond Registrar books for such registration and transfer. Upon surrender for transfer of any Bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer,the City shall execute and the Bond Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same series, of any authorized denominations and of a like ag�egate principal amount, interest rate � and maturity. The Bonds, upon surrender thereof at the office of the Bond Registrar,may, at the option of the registered owner thereof,be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised, the City shall execute and the Bond Registrar shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds,whether temporary or definitive,the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer,�vhich sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Norivithstanding any other provision of this Resolution,the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the City or the Bond Registrar incurred in connection therewith(except any applicable tax, fee or other governmental charge) � shall be paid by the City. The City and the Bond Registrar shall not be obligated to make any such exchange or transfer of Bonds during the fifteen(15) days next preceding the date of redemption in the case of a proposed redemption of Bonds or to make any transfer during the fifteen(15) days next preceding any February 1 or August 1 interest payment date. 8. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Bonds for which such Bond was exchanged) is registered at the close of business on the 15th day of the month preceding such interest payment date. Any interest on any Bond • which is payable,but is not punctually paid or duly provided for, on any interest payment date shall forthwith cease to be payable to the registered holder on the relevant regular record date Page 9 of 12 � �-,�. � � � �� CITY of ORONO � � - :.. � . ti ��� �G~' � RESOLUTION OF THE�cITY COUNCII �kESI��4 NO. � � r� � solely by virtue of such holder having been such holder; and such defaulted interest may be paid by the City in any lawful manner, if, after notice given by the City to the Bond Registrar of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this paragraph, each Bond delivered � under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue,which were camed by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 9. As to any Bond,the City and the Bond Registrar and their respective successors, each in its discretion,may deem and treat the person in whose name the same for the time beinJ shall be registered as the absolute owner thereof for all purposes and neither the City nor the Bond Registrar nor their respective successors shall be affected by any notice to the � � contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered owner thereof,but such registration may be changed as above � • provided. All such payments shall be valid and effectual to satisfy and discharge the liability � upon such Bond to the extent of the sum or sums so paid. 10. There is hereby created a special fund,to be known as the Refunding Bonds of 2003A Fund, for purpose of paying principal and interest on the Bonds, and in the event the principal of and interest upon the said Bonds shall become due and payable and there are insufficient moneys in said fund to pay such principal and interest,the City Treasurer is authorized and directed to pay said principal and interest from the general fund and thereafter to reimburse said general fund from collections of special assessments for the Improvement. The proceeds of the Bonds herein authorized shall be deposited in a separate account to be used with other available funds, solely for the redemption of the Prior Bonds on August 1, 2003. Any remaining proceeds may be used for any lawful purpose. All future collections of special assessments for the Improvement are hereby irrevocably appropriated and pledged to the .� payment of principal of and interest on the Bonds herein authorized, and the moneys and . investments in the Refunding Bonds of 2003A Fund shall be used for no other purpose than to pay principal and interest on the Bonds until such principal and interest shall have been paid in full; provided, however,that nothing herein contained shall prevent the issuance and sale of . additional bonds payable from the proceeds of such assessments to provide additional funds to pay the balance of the cost of said Improvement. The City is hereby authorized to levy assessments for any of said Improvement for which special assessments have not heretofore been levied. The City Treasurer may create separate accounts within the Refunding Bonds of 2003A Fund for any capitalized interest and for assessment prepayments. i � Page 10 of 12 � o-.� . � . • � ° �� CITY of ORONO � . � -- ; � , ti ��� �G~' RESOLUTION OF THE CITY COUNCIL �kEs�10g' � � NO. � � �a � 11. It is hereby found and determined that the estimated collection of pledged special assessments will produce at least five percent in excess of the amount needed to meet when due the payments of principal and interest on the Bonds and that no taxes are initially required to be levied;but the Bonds are general obligations of the City to which the full faith, � credit and unlimited taxing powers of the City have been and are hereby pledged; and the City Council shall levy general ad valorem taxes on all taxable property in the City, if necessary, to pay the principal of and interest on the Bonds when due. 12. The City Clerk is authorized and directed to prepare and furnish fo the purchaser and to the attorneys approving the Bonds, certified copies of all proceedings and � records relating to the issuance of said General Obligation Sewer Improvement Refunding Bonds, Series 2003A and to the right,power and authority of the City and its officers to issue the same, and said certified copies and certificates shall be deemed the representations of the City as to all matters stated therein. • 13. The Official Statement relating to the Bonds, on file in the office of the Clerk and presented to this meeting, is hereby approved and its designation as a"near final" Official Statement for purposes of Rule 15c2-12 of the Securities and Exchange Commission and the furnishing thereof to prospective purchasers of the Bonds are hereby ratified and confirmed, insofar as the same relates to the Bonds and the sale thereof. The Continuing Disclosure Certificate included in the Official Statement is hereby approved and shall be executed and delivered in connection with the delivery of the Bonds. The Continuing Disclosure Certificate constitutes a contractual obligation in accordance with its terms. 14. The officers of the City are hereby authorized and directed to prepare and furnish to the Secretary of the Treasury a statement meeting the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986, as amended(the "Code"), by the 15th day of the second calendar month after the close of the calendar quarter in which the � Bonds are issued. 15. The City shall not take or permit any action that would cause the Bonds to be"private activity bonds"within the meaning of Section 141 of the Code. The City shall comply with the rebate requirements imposed under Section 148(� of the Code and regulations thereunder, including (if applicable) the requirement ta make periodic calculations of the amount subject to rebate thereunder and the requirement to make all required rebates to the United States. The City Clerk and City Administrator of the City is hereby authorized to make on behalf of the City all elections that they may deem necessary and expedient under Section 148 of the Code. In addition, the City shall make no investment of funds that would cause the Bonds to be"arbitrage • bonds"within the meaning of Section 148 of the Code and regulations thereunder and will restrict the yield on amounts which are replacement proceeds of the Bonds to the extent Page 11 of 12 c 1 • . ��� . , O� � �v • O �= O s CITY of ORONO � - ;. � ti ��� �G~' RESOLUTION OF THE CITY COUNCIL �kEsi;�4 NO. � �$ � � � � � necessary for that purpose. All terms used in this paragraph 15 shall have the meanings provided in the Code and regulations thereunder. 16. The Bonds are hereby designated qualified tax exempt obligations for � purposes of Section 265(b)(3) of the Code. 17. The Prior Bonds are called for redemption and prior payment on August l, 2003 and the Clerk shall give notice thereof as required by law and the terms of the Prior Bonds. In addition to the proceeds of the Bonds, funds available in the accounts maintained for the Prior Bonds are appropriated for that purpose. 18. The Ciry Clerk shall furnish a certified copy of this resolution to the County Auditor of Hennepin County, and obtain the County Auditor's certificate as required by ' law. • Adopted by the City Council of the City of Orono, Minnesota at a regular meeting held this 27th day of May, 2003. ATTEST: ��xi /J _ l/� �-0� � Linda S. Vee, City Clerk Barbara A. Peterson, Mayor � . Page 12 of 12