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HomeMy WebLinkAbout2011-092 Council Resolution• Extract of Minutes of Meeting of the City Council of the City of Lino Lakes Anoka County, Minnesota COPY Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Lino Lakes, Minnesota, was duly held in the City Hall in the City of Lino Lakes on Monday, September 12, 2011, commencing at 6:30 P.M. The following members were present: Council Members Gallup, Rafferty, Roeser, O'Donnell, and Mayor Reinert and the following were absent: None * * * The Mayor announced that the next item of business was the consideration of a proposal to amend the terms of the $4,260,000 General Obligation Improvement Note of 2009 of the City. Councilmember O'Donnell introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: RESOLUTION NO. 11 -92 A RESOLUTION AUTHORIZING AMENDMENTS TO THE TERMS OF THE CITY'S GENERAL OBLIGATION IMPROVEMENT NOTE OF 2009, ISSUANCE OF AN AMENDED NOTE TO REPLACE THE ORIGINAL NOTE, AND AMENDING A JOINT POWERS AGREEMENT BETWEEN THE CITY AND ANOKA COUNTY BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County, Minnesota (the "City ") as follows: Section 1. Background: Findings. 1.01. It is hereby determined that: 383077v3 SJB LN140 -103 (a) the City and Anoka County (the "County ") have entered into ]t yni Powers Agreement for the Reconstruction of County State Aid Highway 14 ( am Stree an I- 35E Interchange, County Project No. S.P. 02- 614 -28 (the "Joint Powers Agreement "), regarding reconstruction of the interchange between County State Aid Highway 14 and Interstate 35 -E (the "Project "); (b) under the Joint Powers Agreement, the County will construct and pay for a portion of the cost of the Project, and the City will pay a portion of the cost of the Project; (c) the City previously determined to finance a portion of its share of the Project cost through special assessments levied against property in the City benefiting from the Project, and to that end has duly ordered the Project in accordance with all procedures under Minnesota Statutes, Chapter 429 (the "Improvement Act') and the City Charter; (d) under the Joint Powers Agreement, the City agreed to finance the remaining balance of the City' s share of the Project, together with interest and service charges accrued by the County to carry the City's debt, and to that end the City issued to the County the City's $4,260,000 General Obligation Improvement Note dated as of December 9, 2009 (the "Note "), pursuant to City Resolution No. 09 -097 (the "Original Resolution "). (e) the County financed a portion of the County's cost of the Project through issuance of the County's $6,680,000 General Obligation Bonds, Series 2009F (the "Series 2009F Bonds "); and at the time of issuance of the Note, the City and County estimated that $4,260,000 in principal amount of the Series 2009F Bonds represented the City's share of the cost of the Project (such City portion of the Series 2009F Bonds hereafter referred to as the "County Bonds "); (f) due to cost savings, the City and County have now determined that the City's share of the Project costs (including interest and service charges) is reduced to $3,695,000, which amount is the revised original principal amount of the County Bonds; (g) in order to memorialize this change in the City's share of Project cost, the City and County have agreed to enter into a First Amendment to Joint Powers Agreement between the City and County (the "First Amendment "); (h) pursuant to the First Amendment, the City has agreed to issue, and the County has agreed to accept, an amended Note in the original principal amount of $3,695,000, with an amended payment schedule (the "Amended Note "), which Amended Note is intended to replace and supersede the original Note in all respects. (i) respects. this resolution is intended to supersede and replace the Original Resolution in all Section 2. Issuance of Amended Note. 383077v3 SJB LN140 -103 2 • • • 2.01. Issuance. The City will forthwith issue the Amended 1\ the Improvement Act and the City Charter to the County in the total prir $3,695,000. The Amended Note is issued to the County in consideration obligation under the Joint Powers Agreement, as amended by the First Amendment, to construct the Project; the Amended Note evidences the City''s obligation to pay to the County the City's revised share of the cost of the Project in accordance with the Joint Powers Agreement, and is intended to replace and supersede the original Note in all respects. 2.02. Terms. The Amended Note shall be in fully registered form, in the denomination of the par amount, dated as of the date of issue of the County Bonds, bear interest at the same rate as the interest on the County Bonds, and shall be payable on the dates and in the amounts set forth in the form attached hereto as Exhibit A, with such amendments thereto as shall be deemed desirable or necessary by the Mayor and City Administrator as evidenced by their execution thereof. The City paid interest due on the original Note on or about August 1, 2010 and February 1, 2011, which interest payments are now reduced because of reduction in the principal amount of the Amended Note. As shown in Exhibit A, the first interest payment on the Amended Note, on August 1, 2011, is reduced by the amount of the prior overpayment. 2.03. Optional Redemption. The City may elect on any date to prepay the Amended Note in whole or in part. If in part, prepayments will be applied in reverse order of the principal installment amounts due on the Amended Note. The prepayment amount will be the outstanding principal amount of the County Bonds then outstanding, together with accrued interest to the date of redemption. For any installment amount or portion thereof that is prepaid under this Section, the "County Fee" shown in the payment schedule attached to the Amended Note (or allocable portion thereof, if only a portion of an installment is prepaid) is not paid, and the prepayment amount is only the sum described above. 2.04. Mandatory Redemption. A portion of the assessments for the Project levied against benefited properties are expected to be deferred under various provisions of Minnesota law (referred to as "Deferred Assessments "). If the City receives pre - payments of any such Deferred Assessments, the City shall apply such prepayments toward redemption of the Amended Note in accordance with the terms of Section 2.03 hereof. Section 3. Registrations. 3.01. Registered Form. The Amended Note will be issued as a single typewritten note only in fully registered form. The interest thereon and, upon surrender of the Amended Note, the principal amount thereof, will be payable by check or draft issued by the Registrar described herein. 3.02. Registration. The City appoints the City Finance Director as note registrar (the "Registrar "). The effect of registration and the rights and duties of the City and the Registrar with respect thereto will be as follows: (a) Register. The Registrar will keep a note register in which the Registrar • will provide for the registration of ownership of Amended Note and the registration of 383077v3 SJB LN140 -103 3 transfers and exchanges of Amended Note entitled to be register exchanged. Note duly endorsed- by the - registered owner thereof or accompanied by a- written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will deliver, in the name of the designated transferee or transferees, one or more new Amended Note 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 that interest payment date. , transferred o COPY • (b) Transfer of Amended Note. Upon surrender for transfer of the Amende (c) Exchange of Amended Note. Whenever the Amended Note is surrendered by the registered owner for exchange the Registrar will deliver a new Amended Note of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. The Amended Note surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When the Amended Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Amended Note or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the 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 Amended Note is at any time registered in the Amended Note register as the absolute owner of such Amended Note, whether such Amended Note will be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Amended Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Amended Note to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for every transfer or exchange of the Amended Note 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 Amended Notes. In case the Amended Note becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Amended Note of like amount, number, maturity date and tenor in 383077v3 SJB LN140 -103 4 • • • exchange and substitution for and upon cancellation of any such mutilated Amended Note or in lieu of and in substitution for any such Amended Note des y , lost, upon the payment of the reasonable expenses and charges of gis rar connection therewith; and, in the case of a Amended Note destroyed, stolen or Lost, upon filing with the Registrar of evidence satisfactory to it that such Amended Note was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate Amended Note or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar will be named as obligees. The Amended Note so surrendered to the Registrar will be cancelled by it and evidence of such cancellation will be given to the City. If the mutilated, destroyed, stolen or lost Amended Note has already matured or been called for redemption in accordance with its terms it will not be necessary to issue a new Amended Note prior to payment. (i) Redemption. In the event the Amended Note is called for redemption, notice thereof identifying the Amended Notes 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 the Amended Note to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Amended Note. The Amended Note 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. 3.04. Execution and Delivery. The Amended Note will be prepared under the direction of the City Administrator and will be executed on behalf of the City by the signatures of the Mayor and the City Administrator. In case any officer whose signature or a facsimile of whose signature appears on the Amended Note will cease to be such officer before the delivery of the Amended Note, such signature will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Amended Note has been so prepared and executed the City Administrator will deliver the same to the County, upon delivery by the County of the original Note for cancellation. Section 4. Payment: Security. 4.01. Debt Service Fund; Pledges. The Amended Note will be payable from the General Obligation Improvement Amended Note of 2009 Debt Service Fund (the "Debt Service Fund ") hereby created, and the proceeds of special assessments (the "Assessments ") levied or to be levied for the Project described in Section 1.01 are hereby pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund, from outside finding sources other than the City general fund (within the meaning of Section 8.04, subdivision 2 of the City Charter), capitalized interest in the amount of $30,988.31 representing the amount necessary to pay the Note interest payments due on February 1, 2012. For the prompt and full payment of the principal, interest and County fee on the Amended Note, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If 383077v3 SJB LN140 -103 5 a payment of principal, interest or County fee on the Amended Note becomes not sufficient money in the Debt Service Fund to pay the same, the Finance such principal, interest or County fee from the general fund of the City, and the be reimbursed for those advances out of the proceeds of Assessments when coiected. 1 he uity may also, on a subordinate basis to the pledge of Assessments to the Debt Service Fund, apply Assessments to reimburse the City in the amount of $283,973.31, representing (a) capitalized interest funded by City funds in the amount of $30,988.31 as described above in this Section, (b) capitalized interest funded by City funds the amount of $175,280 pursuant to the Original Resolution, plus $2,000 administrative fee scheduled to be paid on August 1, 2011 but actually paid on February 1, 2011; and (c) interest paid on the Note from City funds in the amount of $75,705 on August 1, 2011 (caused by delay in special assessments due to unavailability of final cost information). 4.02. Filing. The City Administrator is directed to file a certified copy of this resolution with the Manager of Property Records and Taxation of Anoka and obtain the certificate required by Minnesota Statutes, Section 475.63. 4.03. No Tax Levy Required. It is hereby determined that the estimated collections of Assessments and interest thereon for payment of principal and interest on the Amended Note will produce at least five percent in excess of the amount needed to pay when due, the principal, interest and County fee payments on the Amended Note and that no tax levy is needed at this time. 4.04. Covenants Regarding Assessments. It is hereby determined that the Project to be financed by the Amended Note will directly and indirectly benefit the abutting property, and the City covenants with the holders from time to time of the Amended Note as follows: (a) The City has caused or will cause the Assessments for the Project to be promptly levied so that the first installment will be collectible not later than 2012 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause all further actions and proceedings relative to the making and financing of the Project financed hereby to be taken with due diligence that are required for the construction of each Improvement financed wholly or partly from the proceeds of the Amended Note, and for the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Amended Note and interest and County fee thereon when due. (b) In the event of any current or anticipation deficiency in the Assessments the City Council will levy ad valorem taxes in the amount of said current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: all receipts and disbursements in connection with the Project, Assessments levied therefor and other funds appropriated for their payment, all collections thereof and disbursements therefrom, moneys on hand and, the balance of unpaid Assessments. 383077v3 SJB LN140 -103 6 • • (d) The City will cause its books and records to be audited and will furnish copies of such audit reports to any interested person up • • Section 5. Authentication of Transcript. 5.01. The officers of the City are hereby authorized and directed to prepare and furnish to the County and to the attorneys approving the Amended Note, certified copies of proceedings and records of the City relating to the Amended Note 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 Amended Note and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. It is determined that no comprehensive official statement or offering material has been prepared or circulated by the City in connection with the sale of the Amended Note and that the City has provided or will provide to the County any information regarding the City and the Amended Note requested by the County. Section 6. No Requirement of Continuing Disclosure. The continuing disclosure requirements of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 do not apply to the Amended Note, because the Amended Note is offered in authorized denominations of $100,000 or more, and the Amended Note will be sold to a single purchaser which the City reasonably believes (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Amended Note , and (ii) is not purchasing for more than one account or with a view to distributing the Amended Note. Consequently, the City will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Amended Note. Section 7. Defeasance. When the Amended Note and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Amended Note will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Amended Note will remain in full force and effect. The City may discharge all Amended Notes which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Amended Note 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. Section 8. Refunding of County Bond. Upon any refunding of the County Bonds, the City will issue a replacement Amended Note with a payment schedule adjusted to reflect the debt service due and payable on the bonds issued to refund the County Bonds. Section 9. First Amendment Approved. City officials are authorized and directed to execute a First Amendment to the Joint Powers Agreement in substantially the form on file in City Hall, subject to modifications that are approved by the Mayor and City Administrator; provided that execution of the First Amendment will be conclusive evidence of their approval. 383077v3 SJB LN140 -103 7 Motion seconded by Council Member Roeser. Passed and adopted this 12th day of September, 2011. Attest: 383077v3 SJB LN140 -103 8 CITY OF LINO LAKES COPY SOTA Mayor • • •