HomeMy WebLinkAboutResolution No. 2012-029 Authorizing Issuance & Sale of $33,690 EEP Assessment Revenue Bond Series 2012A (Taxable) Extract of Minutes of Meeting of the
City Council of the City of Edina
Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the
City of Edina, Minnesota, was duly held at the City Hall in the City, on Tuesday, February
21, 2012, at 7:00 P.M.
The following members were present:
Council Members Bennett, Brindle, Sprague, Swenson and Mayor Hovland,
and the following were absent:
none.
The Mayor announced that the next order of business was consideration of the
issuance and sale of the $33,690 EEEP Special Assessment Revenue Bond, Series 2012A
(Taxable).
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RESOLUTION AWARDING SALE
Mayor Hovland introduced the following written resolution and moved its adoption,
the reading of which had been dispensed with by unanimous consent:
RESOLUTION NO. 2012-29
RESOLUTION AUTHORIZING ISSUANCE AND SALE OF
$33,690 EEEP SPECIAL ASSESSMENT REVENUE BOND,
SERIES 2012A (TAXABLE), FIXING THE FORM AND
SPECIFICATIONS THEREOF, PROVIDING FOR ITS
EXECUTION AND DELIVERY, AND PROVIDING FOR ITS
PAYMENT
BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows:
1. The City Council of the City has established the Edina Emerald Energy
Program (the "EEEP") to finance the acquisition and construction or installation of energy
efficiency and conservation improvements (the "Improvements"), on properties in the City
through the use of special assessments pursuant to Minnesota Statutes Sections 216C.435
and 216C.436 and Chapter 429.
2. The City has received and approved one or more Applications and Petitions
for Special Assessments from owners of property in the City desiring to participate in and
receive financing pursuant to the EEEP.
3. In order to finance the Improvements so approved, the City Council hereby
determines to issue its EEEP Special Assessment Revenue Bond, Series 2012A (Taxable)
(the "Bond").
2. The proposal of Clean Fund LLC (the "Purchaser") to purchase the Bond is
hereby accepted, said offer being to purchase the Bond at a price of par plus accrued interest.
The City Manager is authorized to enter into the Bond Purchase Agreement with the
Purchaser.
3. The Bond shall be dated its date of delivery which shall not be prior to
February 25, 2012, shall mature on January 1, 2023 and shall bear interest at the rate of 7%
per annum, computed on the basis of a 360-day year of twelve 30-day months, payable
semiannually on each January 1 and July 1, beginning July 1, 2012. The Bond shall be
subject to redemption from sinking fund payments made by the City at a redemption price
equal to the principal amount of the Bond to be redeemed with accrued interest on the Bond
to the redemption date, without premium, in the principal amounts and on the dates as set
forth in Exhibit A to the form of the Bond included in Section 4 hereof. The Bond is subject
to optional redemption prior to maturity in whole but not in part on any interest payment
date, at a redemption price of par.
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RESOLUTION AWARDING SALE
4. The Bond and the form of assignment shall be in substantially the following
form:
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RESOLUTION AWARDING SALE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDINA
No. $
EEEP SPECIAL ASSESSMENT REVENUE BOND
SERIES 2012A (TAXABLE)
Interest Rate Maturity Date of Original Issue
7.00% January 1, 2023
Registered Owner:
Principal Amount:
The City of Edina, Hennepin County, Minnesota, 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, 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 the date of original issue specified above, or the most
recent interest payment date to which interest has been paid or duly provided for as specified
below, on January 1 and July 1 of each year, commencing July 1, 2012, until said principal
amount is paid. Principal is payable in lawful money of the United States of America by the
City Finance Director, as Bond Registrar or 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 January 1 and July 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.
The Bond shall be subject to redemption from sinking fund payments made by the
City at a redemption price equal to the principal amount of the Bond to be redeemed with
accrued interest on the Bond to the redemption date, without premium, in the principal
amounts and on the dates as set forth in Exhibit A hereto. The Bond is subject to optional
redemption prior to maturity in whole but not in part on any interest payment date, at a
redemption price of par.
This Bond is issued pursuant to and in full conformity with the Constitution and Laws
of the State of Minnesota, including Sections 216C.435 and 216C.436 and Chapter 429,
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RESOLUTION AWARDING SALE
Minnesota Statutes, for the purpose of providing funds for various improvements as provided
in the Resolution described below; and this Bond is payable solely from special assessments
levied or to be levied on property benefitted by the improvements and proceeds of the Bond
set aside for such purpose. This Bond does not constitute a charge against the general credit
or properties or taxing powers of the City and does not grant to the owner of this Bond any
right to have the City levy any taxes or appropriate any funds for the payment of the
principal hereof or interest hereon, nor is this Bond a general obligation of the City or the
individual officers or agents thereof.
This Bond is transferable, as provided by the Resolution of the City Council
authorizing the issuance of the Bond adopted February 21, 2012 (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 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.
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.
IN WITNESS WHEREOF, the City of Edina, Minnesota, by its City Council, has
caused this Bond to be executed in its behalf by the Mayor and the City Manager, all as of
the Date of Original Issue specified above.
CITY OF EDINA, MINNESOTA
By
Its Mayor
By
Its City Manager
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RESOLUTION AWARDING SALE
[EXHIBIT A]
MANDATORY SINKING FUND SCHEDULE
Redemption Principal
Date Amount
1/1/2014 $3,369
1/1/2015 3,369
1/1/2016 3,369
1/1/2017 3,369
1/1/2018 3,369
1/1/2019 3,369
1/1/2020 3,369
1/1/2021 3,369
1/1/2022 3,369
1/1/2023 3,369
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RESOLUTION AWARDING SALE
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 assignment
Other Identifying Number of Assignee must correspond with the name as it appears
on the face of this Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
Signatures must be guaranteed by a national
bank or trust company or by a brokerage
firm having membership in one of the major
stock exchanges.
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RESOLUTION AWARDING SALE
8. Interest on the 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 the Bond 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 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, the 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 carried 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 being 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 EEEP Special
Assessment Revenue Bond Fund, Series 2012A (the "Bond Fund"), for purpose of paying
principal and interest on the Bond. Except for proceeds of the Bond in the amount of$2,004
which shall be available for the payment of interest on the Bond through December 31, 2012,
which proceeds shall be deposited in the Bond Fund, the proceeds of the Bond herein
authorized shall be deposited in a separate construction fund to be used solely for the
payment of expenses of the Improvements, to be disbursed in accordance with the EEEP.
All future collections of special assessments for the Improvements levied in accordance with
Section 11 (the "Special Assessments") are hereby irrevocably appropriated and pledged to
the payment of principal of and interest on the Bond herein authorized, and the moneys and
investments in the Bond Fund shall be used for no other purpose than to pay principal and
interest on the Bond provided that amounts in excess of the amount of principal and interest
then due on the Bond may, at the option of the City, be deposited in a reserve account to
provide additional security for the repayment of the Bond and other bonds issued from time
to time under the EEEP, or in an expense account to be applied to payment or reimbursement
of administrative and overhead costs of the City.
11. The City covenants to levy assessments for said Improvements on the property
so benefitted, in accordance with the Application and Petition for Special Assessments
received from the owner(s) of the Property. The interest rate on the Special Assessments
shall be 7%. The City makes no representation that the proceeds of such Special
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RESOLUTION AWARDING SALE
Assessments will be sufficient for the payment of principal of and interest on the Bond when
due.
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RESOLUTION AWARDING SALE
The motion for the adoption of the foregoing resolution was duly seconded by
Member Swenson upon vote being taken thereon the following voted in favor thereof:
Members Bennett, Brindle, Sprague, Swenson and Mayor Hovland
and the following voted against the same:
none.
whereupon said resolution was declared duly passed and adopted.
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RESOLUTION AWARDING SALE