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91-084 ... . . . EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF SHOREWOOD, HENNEPIN COUNTY, MINNESOTA Pursuant to due call and notice thereof, a regular meeting of the Ci ty Council of the City of Shorewood, Hennepin County, Minnesota, was duly held at the City Hall in said City on Monday, the 26th day of August, 1991, at 7: 00 p.m. The following members were present: Brance1, Gagne, Stover, Daugherty, Lewis and the following were absent: None * * * * * * * * * The Mayor announced that the next order of business would be the consideration of bids for the purchase of $31,000 General Obligation Storm Sewer District Bond, Series 1991. The City Administrator-Clerk then presented the proposals which had been prepared for the City Council's consideration. After due consideration Member of said proposals, Gagne introduced the following resolution and moved its adoption: RESOLUTION NO. 84-91 RESOLUTION AWARDING THE SALE OF $31,000 GENERAL OBLIGATION STORM SEWER BOND, SERIES 1991; FIXING ITS FORM AND SPECIFICATIONS; DIRECTING ITS EXBCUTION AND DELIVERY; AND PROVIDING FOR ITS PAYMENT. WHEREAS, pursuant to Minnesota Statutes, Section 444.16 through Section 444.21, the City Council has conducted all necessary proceedings and held the required public hearings to establish a storm sewer improvement tax district, and WHEREAS, Section 444.19 authorizes the City Council to issue general obligation bonds and Section 444.20 authorizes the City Council to levy a tax on all taxable property within the district in an amount necessary to finance the cost of the improvements, and . . ,... WHEREAS, the Council has awarded a contract for construction of improvements in the district and desires to provide funds necessary to finance the improvements, BE IT RESOLVED, By the City Council of the City of Shorewood, Minnesota, as follows: 1. This Council has authorized the issuance of $31,000 General Obligation Storm Sewer District Bond, Series 1991 and has ordered the City Administrator-Clerk to negotiate for the purchase of said Bond on the terms hereinafter set forth. The City Council has received and considered a bid of the general fund in conformity with those terms. 2. The proposal of the City of Shorewood to purchase $31,000 General Obligation Storm Sewer District Bond, Series 1991 of the City is hereby found to be the best bid received and shall be and is hereby accepted, such bid being to purchase such bond at a price of $31,000 plus accrued interest to date of deli very, such Bond to bear interest at the rate of eight percent (8.00%) per annum. 3. The City of Shorewood shall forthwith issue and sell its General Obligation Storm Sewer District Bond, Series 1991 (the "Bond") in the pr incipal amount of $31,000, dated September 1, 1991. The typed, fully registered bond shall be in the denomination of $31,000 with a reducing principal amount as set forth hereafter to be paid annually, bearing interest as hereinafter set forth, all interest payable August 1, 1992, and semiannually thereafter on February 1 and August 1 in each year, and which bond matures on February 1 in the years and amounts as follows: YEAR AMOUNT 1993 $4,500 1994 6,000 1995 6,000 1996 7,000 1997 7,500 The Bond is subject to being called for prior redemption on any date at par and accrued interest. 4. Both principal of and interest on the Bond shall be payable at the office of the City Administrator-Clerk of the City of Shorewood. 5. The Bond shall be in substantially the following form: . . . UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY CITY OF SHOREWOOD GENERAL OBLIGATION STORM SEWER DISTRICT BOND, SERIES 1991 Rate Maturity Date of Original Issue 8.00% $4,500 $6,000 $6,000 $7,000 $7,500 September 1, 1991 February 1, 1993 February 1, 1994 February 1, 1995 February 1, 1996 February 1, 1997 KNOW ALL MEN BY THESE PRESENTS that the City of Shorewood, Hennepin County, Minnesota, a municipal corporation, (the City), acknowledges itself to be indebted and, for value received, hereby promises to pay to the City of Shorewood, Hennepin County, Minnesota, or registered assigns, the principal sum of THIRTY ONE THOUSAND DOLLARS, on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1992, 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. The interest hereon and, upon presentation and surrender hereof at the principal office of the Bond Registrar hereinafter designated, the principal hereof are payable in lawful money of the United States of America by check or draft of the City Administrator-Clerk of the City of Shorewood, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the Bond Registrar), or its successor designated under the Resolution described herein. Additional provisions of this Bond are contained herein and such provisions shall for all purposes have the same effect as though fully set forth hereon. 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 Bond shall have been executed by the City Administrator-Clerk and the Mayor of the City of Shorewood, Minnesota. IN WITNESS WHEREOF, the City of Shorewood, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the Mayor and the City Administrator-Clerk, and has caused this Bond to be dated as of the date set forth below. Dated: . . . This Bond is in the aggregate principal amount of $31,000 (the Bond), issued pursuant to a res6lution adopted oy the city Council on August 26, 1991, (the Resolution) , to finance the construction and acquisition of storm sewer distr ict improvements, pursuant to Minnesota Statutes, Chapter 444, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. This Bond is payable pr imar ily from the General Obligation Storm Sewer District Bond, Series 1991, Fund (the Bond Fund) of the City, and the City is required by law to pay maturing pr incipal hereof and interest hereon from any available funds of the Ci ty if moneys on hand in the Bond Fund are insufficient therefor. This Bond is issuable only as a fully registered bond. This Bond is subject to being called for prior redemption on any date at par and accrued interest. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City Administrator-Clerk as the Bond Registrar, by the registered owner hereof in person or by its 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 its attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City Administrator- Clerk as Bond Registrar 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 requi red to be paid with respect to such transfer or exchange. The City Administrator-Clerk as 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 shall not 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 to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to make ita valid and binding general obligation of the City according to its terms have been done, do exist, have happened and have been performed in regular and due form as so required; that the City has levied or will levy ad valorem taxes, collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated the same to the Bond Fund in the manner specified in Minnesota Statutes, Section 475.61; that, in the event of any accumulated or anticipated deficiency in the Bond Fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. . . . The following abbreviations, when used in the inscr iption in this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM - as tenants in common UNIF TRANFERS MIN ACT...Custodian.... (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common under Uniform Transfers to Minors Act (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 within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: 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 (s) must be guaranteed by a 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 information for all joint owners if the Bond is held by joint account.) PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE . 6. The Bond shall be issuable only in fully registered form. The interest and pr incipal amount thereof shall be payable by check or draft issued by the Registrar described herein. 7. Dates; Interest Payment Dates. The Bond shall be dated as of September 1, 1991. The interest on the Bond shall be payable on February 1 and August 1 in each year, commencing August 1, 1992, 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. 8. Registration. The City shall appoint and shall maintain a bond registrar, transfer agent, and paying agent (the Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: . (a) Register. The Registrar shall keep at its principal 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 wr i tten instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bond is 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 duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. . (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. . . . (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the pr incipal 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 of the Ci ty 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 lost, stolen or destroyed, the Registrar shall deli ver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemni ty in form, substance and amount satisfactory to it, in which bond the City and the Registrar shall be named as obligees, all pursuant to the provisions of Minnesota Statutes, Sections 475.69 and 475.70. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed 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. 9. Appointment of Initial Registrar. The City hereby appoints the City Administrator/Clerk of the City of Shorewood as the initial Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Ci ty reserves the right to remove any Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Ci ty, the Ci ty Administrator-Clerk shall transmit to the Registrar, from the General Obligation Storm Sewer District Bond, Series 1991 Fund described in paragraph 15 hereof, monies sufficient for . . the payment of all principal and interest then due. 10. Preparation and Delivery. The Bond shall be prepared under the direction of the City Administrator-Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Administrator-Clerk, provided that the Mayor and City Administrator- Clerk's signatures may be facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bond shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and suff icient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different bonds need not be signed by the same representative of the Registrar. 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 executed and authenticated, they shall be delivered by the City Administrator-Clerk to the Purchaser upon payment of the purchase price, and the Purchaser shall not be obligated to see to the application of the purchase price. 11. The City Administrator-Clerk shall cause the proceeds of the Bond to be applied for the costs of construction and acquisition of improvements within the storm sewer district. 12. The Ci ty will cause its books and records to be audited at least annually by qualified public accountants and will furnish copies of such audit reports to any interested person upon request. 13. When the Bond has been discharged as provided in this resolution, all pledges, covenants and other rights granted by this resolution to the holders of the Bond shall cease. The Ci ty may discharge its obligations with respect to any Bond which is due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full: or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to the Bond, 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 general obligations of the United states or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due hereon to maturity. 14. The City covenants and agrees with the holder from time to time of the Bond 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 Bond to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder (the Reglations), and covenants to take any and all actions within its powers to ensure that the interest on the Bond will not become subject to taxation under the Code and the Regulations. The Bond will be designated by the City as a "qualified tax-exempt obligation" for purposes of the Tax Reform Act of 1986. It is also determined that the Bond is not an arbitrage bond and is not a private activity bond. The City does not anticipate issuing tax-exempt obligations in 1991 which will exceed $10,000,000. 15. The Bond shall be payable from the General Obligation Storm Sewer Distr ict Bond, Ser ies 1991 Fund hereby created, and the proceeds of ad valorem taxes hereafter levied for the construction financed by the Bond are hereby pledged to said fund. If any payment of principal or interest on the Bond shall become due when there is not sufficient money in said fund to pay the same, the City shall pay such principal or interest from the general fund of the City. 16. To pay the cost of the Bonds, there is hereby levied a direct annual ir repealable ad valorem tax levy against all taxable properties in said City, which tax levies shall be in the years and amounts as follows: (year stated being year of levy for collection the following year). YEAR LEVY 1991 $8,414 . 1992 8,526 1993 8,022 1994 8,568 1995 8,508 It is hereby determined that the estimated collection of the foregoing ad valorem tax levies, will produce at least five percent in excess of the amount needed to meet, when due, the pr incipal and interest payments on the Bond. The City Administrator-Clerk is directed to file a certified copy of this resolution with the County Auditor of Hennepin County, and obtain the certificate required by Minnesota Statutes, Section 475.63. 17. The tax levy herein provided shall be irrepealable until the Bond is paid, provided that the Ci ty Administrator-Clerk may annually, prior to October lOth, certify to the County Auditor the amount available in the sinking fund to pay principal and interest due during the ensuing year, and the County Auditor shall thereupon reduce the levy collectible during such year by the amount so certified. 18. The officers of the City are hereby authorized and directed to prepare and furnish to the purchaser of the Bond and to the attorneys approving the same, certified copies of proceedings and records of the City relating to the Bond and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the . validity and marketability of the Bond and such instruments. including any . . . heretofore furnished, shall be deemed representations of the Ci ty as to the facts stated therein. The motion for the adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken Stover thereon, the following voted in favor thereof: Brancel, Gagne, Stover, Daugherty, Lewis and the following voted against: None whereupon said resolution was declared duly passed and adopted. Approved this -2Q.th day of AU~UiJJ~#;~ or ' Cit