Loading...
HomeMy WebLinkAbout6.h. Approve First Amendment to Amended and Restated MVTA Joint Powers AgreementAGENDA ITEM: Approve First Amendment to Amended and Restated MVTA Joint Powers Agreement An ION: AGENDA NO. b.h PREPARED BY: Dwight Johnson, City Administrator ATTACHMENTS: Memorandum from Stephen Bubel, Resolution, proposed First Amendment, Current Joint Powers Agreement APPROVED BY: On) RECOMMENDED ACTION: Motion to approve the attached resolution approving the first amendment to the Amended and Restated MVTA Joint Powers Agreement 4 ROSEMOUNT CITY COUNCIL City Council Regular Meeting: March 15, 2011 EXECUTIVE SUMMARY BACKGROUND The attached memorandum from MVTA bond counsel Stephen Bubel of Kennedy and Graven indicates that MVTA wishes to initiate a lease purchase financing arrangement for the expansion of the Eagan bus garage. Currently, the Joint Powers Agreement among the MVTA cities does not expressly give the MVTA the authority to enter into a lease- purchase contract. The proposed agreement would allow the MVTA to have this authority. The legal memorandum indicates that Rosemount's liability or future ability to issue bonds would not be affected. Please see the attached memorandum for a fuller explanation. RECOMMENDATION It is recommended that the City Council approve the attached first amendment to the current Joint Powers Agreement for the MVTA to allow MVTA to enter into a lease purchase contract. CHARTERED 470 US Bank Plaza 200 South Sixth Street Minneapolis MN 55402 (612) 337 -9300 telephone (612) 337 -9310 fax http://www.kennedy-graven.com MEMORANDUM TO: Dwight Johnson, City Administrator FROM: Stephen Bubul DATE: March 2, 2011 RE: MVTA Joint Powers Agreement I serve as bond counsel for the Minnesota Valley Transit Authority "MVTA which is a joint powers organization of which the City of Rosemount is a member. The MVTA operates under an Amended and Restated Joint Powers Agreement among the five member cities dated June 7, 2005 (the "JPA The MVTA has requested the Rosemount City Council to approve a First Amendment to the JPA, and you asked me to provide an explanation of the proposed amendment. As you may know, MVTA is currently planning to construct an expansion of its existing bus garage in the City of Eagan. The method proposed for financing that work is "lease purchase financing," which is authorized for cities under Minnesota Statutes, Section 465.71. In a lease purchase financing transaction, a lender (such as a bank or trustee) holds technical title in some property, and leases that property to a city (or other local government). The lease payments are essentially treated as installments toward purchase of the property, and city takes full title at the end of the lease term. However, the city must have the right in each fiscal year to terminate the lease, and relinquish the property back to the bank/lessor. That right of termination means that the lease is not considered to be a "bond" or "obligation" under Minnesota law. Despite the fact that a lease purchase agreement is not an obligation under State law, the lease itself may be treated as a tax- exempt obligation under federal law. That is, the interest component in each lease payment is excludable from the income of the lessor (or a person who owns a certificate of participation in the lease). In a nutshell, lease purchase financing is a way to finance governmental facilities at a lower cost, and as an alternative to customary bonds. Any city in Minnesota can use this tool. However, MVTA is not actually a "city" or a political subdivision of the State of Minnesota —it is a joint powers entity that has the powers of a city. When the issuer of tax exempt debt is not an actual political subdivision, the Internal Revenue Service "IRS imposes certain additional requirements. One such requirement (derived from IRS letter rulings in recent years) is that each member of a joint powers entity must approve the issuance of such debt. The existing JPA under which the MVTA operates does not expressly give MVTA the power to undertake lease purchase financing as described above. (That power might be implied in the JPA, but IRS rulings call for express authorization). Therefore, the proposed First Amendment to the JPA simply adds a statement that expressly authorizes the MVTA to use lease purchase financing. This modification does not increase the City of Rosemount's liability in any way, or affect the issuance of bonds by Rosemount. As such, the amendment is a technical change that gives the MVTA access to lower -cost financing for its capital improvements. Without this change, the MVTA could still use the lease purchase financing tool, but the cost would be higher because the interest portion of lease payments would not be tax exempt. If you or council members have any questions about the proposed amendment, feel free to contact me. 383184v1 SJB MN455 -3 2 1 1 1 APPROVING FIRST AMENDMENT TO AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT BE IT RESOLVED By the City Council (the "Council of the City of Rosemount (the "City as follows: Section 1. Recitals. CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2011 -18 1.01. The City is a member of the Minnesota Valley Transit Authority (the "Authority"), which is a joint powers entity organized pursuant to Minnesota Statutes, section 471.59 and Sections 473.384 and 473.388, operating under an Amended and Restated MVTA Joint Powers Agreement Establishing the Minnesota Valley Transit Authority, dated as of June 7, 2005 (the "JPA 1.02. The Authority has determined that is in the interest of the Authority and its members to finance the acquisition and betterment of an expansion to the Eagan Bus Garage operated by the Authority (the "Project"), through issuance of certificates of participation "COPs in a lease purchase agreement (the "Lease regarding the Project, pursuant to Minnesota Statutes, Section 465.71. 1.03. In order to ensure that the Lease may be issued on a tax exempt basis, bond counsel to the NNTA has recommended that the JPA be modified in order to expressly authorize lease- purchase financing by the Authority on behalf of each member city. 1.04. The Council has reviewed a First Amendment to the JPA (the "Amendment") submitted to the City by the Authority, and has determined that it is in the best interests of the City to approve the Amendment. Section 2. Approvals. 2.01. The City approves the Amendment in substantially the form presented to the Council 2.02. The Mayor and City Clerk are authorized and directed to execute the Amendment, and deliver the same to the Authority. 2.03. City staff and consultants are authorized and directed to take all other actions required to carry out the intent of this Resolution. ADOPTED this 15 day of March, 2011 by the City Council of the City of Rosemount. f EST y/ ay, Deputy Cit'y Clerk 382447v2 S13 MN455 -3 William H. Droste, Mayor FIRST AMENDMENT TO AMENDED AND REASTATED MVTA JOINT POWERS AGREEEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED JOINT POWERS AGREEMENT (the "First Amendment is by among the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage, from hence forth to be known as the "Cities," municipal corporations organized under the laws of the State of Minnesota. Recitals A. The Cities have previously established the Minnesota Valley Transit Authority (the "Authority a joint powers entity organized pursuant to Minnesota Statutes, section 471.59 and Sections 473.384 and 473.388, all pursuant to an Amended and Restated MVTA Joint Powers Agreement Establishing the Minnesota Valley Transit Authority, dated as of June 7, 2005 (the "JPA B. The purpose of the Authority is to provide public transit service for the cities pursuant to Minnesota Statutes, Section 474.388. C. In order to clarify certain powers of the Authority, the Cities have determined a need to modify the JPA as described in this First Amendment. Agreement Based on the terms and conditions of this First Amendment and for other good and valuable consideration, the parties agree that the JPA is hereby modified as follows: 1. Section 6 of the JPA is hereby amended to add the following to the list of powers and duties of the Authority: (K) The Authority may finance the acquisition of any real or personal property under a lease purchase agreement pursuant to Minnesota Statutes, Section 465.71, including without limitation through issuance of certificates of participation in such lease (together, a "Financing Lease and each City hereby expressly approves and authorizes any Financing Lease entered into by the Authority on behalf of the Cities. 2. The JPA remains in full force and effect and is not modified except as expressly provided herein. 3. This First Amendment to the JPA shall be in full force and effect when all five parties sign this First Amendment. All parties need not sign the same copy. The signed 382413v1 SJB MN455 -3 First Amendment shall be filed with the Executive Director, who shall notify all parties at the earliest Board meeting of its effective date. Until this First Amendment is signed by all parties, the preceding JPA shall remain intact and in effect. 382413v1 SJB MN455 -3 (Remainder of this page intentionally left blank) 2 IN WITNESS WHEREOF, the undersigned government units, by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes, Section 471.59. Adopted this day of 2011 CITY OF APPLE VALLEY By Mary Harman- Roland, its Mayor By Pamela J. Gackstetter, its City Clerk STATE OF MINNESOTA COUNTY OF The foregoing instrument was acknowledged before me this day of 2011 by Mary Harman-Roland and Pamela J. Gackstetter, the Mayor and City Clerk, respectively, of the City of Apple Valley, a Minnesota municipal corporation, on behalf of the City. (SEAL) Notary Public 382413v1 SJB MN455 -3 ss.: 3 Adopted this day of 2011 CITY OF BURNSVILLE By Elizabeth Kautz, its Mayor By Craig Ebeling, its City Manager STATE OF MINNESOTA COUNTY OF (SEAL) Notary Public ss.: The foregoing instrument was acknowledged before me this day of 2011 by Elizabeth Kautz and Craig Ebeling, the Mayor and City Manager, respectively, of the City of Burnsville, a Minnesota municipal corporation, on behalf of the City. 382413v1 SJB MN455 -3 4 Adopted this day of 2011 CITY OF EAGAN By Mike Macguire, its Mayor By Maria Peterson, its City Clerk STATE OF MINNESOTA COUNTY OF (SEAL) Notary Public ss.: The foregoing instrument was acknowledged before me this day of 2011 by Mike Macguire and Maria Peterson, the Mayor and City Clerk, respectively, of the City of Eagan, a Minnesota municipal corporation, on behalf of the City. 382413v1 SJB MN455 -3 5 Adopted this day of 2011 CITY OF ROSEMOUNT By William Droste, its Mayor By Amy Domeier, its City Clerk STATE OF MINNESOTA COUNTY O OF The foregoing instrument was acknowledged before me this day of 2011 by William Droste and Amy Domeier, the Mayor and City Clerk, respectively, of the City of Rosemount, a Minnesota municipal corporation, on behalf of the City. (SEAL) Notary Public 382413v1 SJB MN455 -3 ss.: 6 Adopted this day of 2011 CITY OF SAVAGE By Janet Williams, its Mayor By Barry Stock, its City Administrator STATE OF MINNESOTA COUNTY OF (SEAL) Notary Public ss.: The foregoing instrument was acknowledged before me this day of 2011 by Janet Williams and Barry Stock, the Mayor and City Administrator, respectively, of the City of Savage, a Minnesota municipal corporation, on behalf of the City. 382413v1 SJB MN455 -3 7 AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ESTABLISHING THE MINNESOTA VALLEY TRANSIT AUTHORITY THIS AMENDED AND RESTATED MVTA JOINT POWERS AGREEMENT ("Agreement") is by and among the Cities of Apple Valley, Burnsville, Eagan, Rosemount, and Savage from hence forth to be known as the "Cities," municipal corporations organized under the laws of the State of Minnesota. This Agreement amends and replaces the MVTA Joint Powers Agreement adopted in March 1993 and amended in April 1994 by the Cities of Apple Valley, Burnsville, Eagan, Prior Lake, Rosemount and Savage. The Agreement is made pursuant to the authority conferred upon the parties by Minnesota Statute 473.384, 473.388, and 471.59. WHEREAS, the Cities have completed a Project Study under the Metropolitan Transit Demonstration Program; NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants contained herein, it is hereby agreed by and among the Cities: 1. Name. The Cities hereby create and establish the Minnesota Valley Transit Authority. 2. Purpose. The purpose of this Agreement is to provide public transit service for the Cities pursuant to Minnesota Statutes 473.388. '3. Definitions. (A) "AUTHORITY" means the organization created by this Agreement. (8) "BOARD" means the Board of Commissioners of the Minnesota Valley Transit Authority. (C) "COUNCIL" means the governing body of a party to this Agreement. (D) "METROPOLITAN COUNCIL" is the metropolitan council as established by Minnesota Statutes 473.123. (E) 'PARTY" means any oity which has entered into this Agreement. (F) "TECHNICAL WORK GROUP" is a committee consisting of one staff member of each party and each county which shall act as technical advisors to the Board. 4. Parties. The municipalities which are the parties to this Agreement are Apple Valley, Burnsville, Eagan, Rosemount, and Savage (the City of Prior Lake has withdrawn). Additional Parties may be added by the concurrence of all the existing parties. No change in governmental boundaries, structure, organizational status or character shall affect the eligibility of any party listed above to be represented on the Authority so long as such party continues to exist as a separate political subdivision. 5. Board of Commissioners. (A) The governing body of the Authority shall be its Board which will consist 1 of eight (8) voting commissioners. Each party shall appoint one commissioner, one alternate commissioner, and a staff member to serve on the Technical Work Group. The alternate commissioner and the Technical Work Group member may be the same person. The commissioners from the cities of Burnsville, Eagan, and Apple Valley shall additionally collectively appoint one commissioner and one alternate. This commissioner and its alternate shall be appointed by the three commissioners aforementioned and shall henceforth be known as the "at large commissioner" and the "at large alternate" respectively, and will be appointed annually at the January meeting. Metropolitan Council members who represent the same cities as the MVTA, may serve as non voting ex officio members of the Board of Commissioners. The Dakota County Board of Commissioners and the Scott County Board of Commissioners shall each appoint one commissioner and one alternate commissioner. (B) Commissioners shall be a member of the Council of each party or its designee, or for commissioners appointed by Dakota and Scott Counties, be a member of the Board of Commissioners of the county making the appointment. The at large commissioner and alternate may or may not be an elected official as to be determined by 2 the commissioners from Apple Valley, Burnsville and Eagan and reviewed by the aforementioned commissioners on an annual basis. Alternate commissioners may or may not be an elected official as to be determined by each party, or for county commissioners, their alternates shall be a commissioner of the county making the appointment. The terms of office of commissioners shall be determined by the party or the county making the appointment (C) A commissioner may be removed by the party or county appointing the commissioner with or without cause. (D) Commissioners shall serve without compensation from the Authority. (E) Five commissioners, which nuust include at least three (3) of the commissioners appointed by the parties', shall constitute a quorum of the Board. Attendance by a quorum of the Board shall be necessary for conducting a meeting of the Board. The Board may take action at a meeting upon the affirmative vote of a majority of the commissioners present at a meeting, which majority must include at least three (3) of the commissioners appointed by the parties or such a commissioner's alternate in his le or her absence. (F) The Board may adopt rules and regulations governing its meetings. (0) As the first order of business at the January meeting of each year, the Board shall elect a chair, a vice chair, a secretary, a treasurer, and such other officers as it deems necessary to conduct its business and affairs. The current chair shall facilitate these elections. In the event that the current chair is no longer his/her city's representative to the MVTA, the Vice Chair shall facilitate the election process. In the event that both the Vice Chair and Chair are no longer its city's representative to the MVTA, the board shall decide on another officer or commissioner to preside over the elections. The newly elected chair shall then preside over the remainder of the meeting, and all meetings henceforth until a new chair is elected. 6. Powers and Duties of the Authority. (A) Genera The Authority bas the powers and duties to establish a program pursuant to Minnesota Statutes 473.384 and 473.388 to provide public transit service to serve the geographic area of the parties with funding as provided in Minnesota Statutes 473.384, 473.388,16A.88, and other applicable statutes, if any. The Authority shall have all powers necessary to discharge its duties. (B) The Authority may acquire, own, hold, use, improve, operate, maintain, lease, exchange, transfer, sell, or otherwise dispose of equipment, property, or property rights as deemed necessary to carry out the purposes of the Authority. 3 r (C) The Authority may enter into such contracts to carry out the purposes of the Authority. (D) The Authority may establish bank accounts as the Board shall from time to time determine, (E) The Authority may employ an executive director whose duties shall be to administer policies as established by the Authority. The Executive Director shall be an employee of the Authority. The Authority shall hire and terminate personnel and provide for compensation, insurance, and other terms and conditions that it deems necessary. (F) The Authority may enter into a contract for management services. (C3) The Authority may sue or be sued. (H) The Authority shall cause to be made an annual audit of the books and accounts of the Authority and shall make and file the report to its Members at least once each year. (1) The Authority shall maintain books, reports, and records of its business and affairs which shall be available for and open to inspection by the parties at all reasonable times. parties. (J) The Authority may contract to purchase services from any one of the 7. Operating and Capital Costs, Budgets, and Financial Liability. (A) The Authority shall have a fiscal year beginning January 1 and ending December 31. On or before June 1 of each year, the Executive Director shall prepare an estimated budget for the net fiscal year including an estimate of expenditures, operating costs, capital costs and revenues and submit it to the Board for preliminary approval. The Executive Director shall also submit the preliminary budget to the parties for approval within thirty (30) days of the date of submittal. The budget shall be deemed approved by a party unless the party disapproves the preliminary budget within said thirty (30) days. The Board shall review and approve or disapprove the budget The approved budget shall be submitted to the Metropolitan Council, or its successor, for approval. The budget may be adjusted from time to time on the basis of actual costs incurred or changes in estimated revenue or expenditures. In the event of an adjustment of the budget, there shall be furnished to each party a computation of the adjustment (B) The annual financial contribution to the Authority of each party shall be the total amount of assistance appropriated to each party plus the total amount, if any, each party levies, pursuant to Minnesota Statutes 16A.88, 473.384 and 473.388. A 4 party shall obtain approval of the Authority before it levies funds to contribute to the Authority. 8. Insurance. The Authority shall purchase liability insurance coverage to cover the activities of the Authority. The Authority shall provide all parties with copies of the liability insurance coverage documents. The liability insurance coverage shall provide all parties with sixty (60) days notice of cancellation, material change or termination of coverage. In the event the liability insurance coverage is cancelled, or otherwise becomes unavailable, the Authority shall procure similar liability insurance coverage from another entity. The Authority shall purchase insurance in addition to liability insurance in such amounts and on such terms as the Authority shall determine. 9. Duration of Agreement. This Agreement shall continue in force commencing on January 1,1991 and as amended in April, 1994 and April, 2002, and amended and restated herein and thereafter from year to year subject to withdrawal by a party or termination by all parties. Withdrawal by any party shall be effected by serving written notice upon the other parties no later than February 15 of the year at the end of which such withdrawal is to be effective. Withdrawal from the Agreement by any party at the end of the calendar year shall not affect the obligation of any party to perform the Agreement for or during the period that the Agreement is in effect. Withdrawal of any party or termination of the Agreement by all parties shall not terminate or limit any liability, contingent, asserted or unasserted, of any party arising out of that party's participation in the Agreement. 5 10. Distribution of Assets. In the event of withdrawal of any party from this Agreement, the withdrawing party shall not be reimbursed, except that ownership of a capital asset located within the city limits of the withdrawing party that was funded solely with funds levied by the withdrawing party pursuant to Minn. Stat. 473.388, Subd. 7 shall be transferred to said party by the Authority. In the event of termination of this Agreement by all parties, all of the assets which remain after payment of debts and obligations that are not (i) required by terms of state statutes, federal statutes, or contracts with the Metropolitan Council or federal agencies to be available for regional use for transit purposes or to be transferred to the Metropolitan Council or federal agencies or (ii) a capital asset located within the city limits ofa party that was funded solely with funds levied by said party pursuant to Minn. Stat. 473.388, Subd. 7, shall be distributed among the municipalities who are parties to this Agreement immediately prior to its termination, subject to the terms and requirements of obligations issued by one or more municipalities pursuant to MInn. Stat. Section 473.388, Subd. 7, in accordance with the following formula: Each municipality shall receive that percentage of remaining assets determined by dividing the total amount of which that municipality contributed to the Authority by all the municipalities who are parties to this Agreement immediately prior to its termination. Ownership of a capital asset located in the city limits of a party that was funded solely with funds levied by said party pursuant to Minn. Stat. 473.388, Subd. 7 shall be transferred to said party. The amount of the distribution to any party pursuant to this Agreement shall be reduced by any arnounts owed by the party to the Authority. 6 ATTEST: 11. Effective Date. This Agreement shall be in full force and effect when all five (5)parties, delineated in paragraph 4 of this Agreement, sign this agreement as amended and restated herein. All parties need not sign the same copy. The signed Agreement shall be filed with the Executive Director, who shall notify all parties at the earliest Board meeting of its effective date. Until this Agreement, as amended and restated, is signed by all parties, the preceding Agreement shall stay intact and in effect. IN WITNESS WHEREOF, the undersigned government units, by action of their governing bodies, have caused this Agreement to be executed in accordance with the authority of Minnesota Statutes 471.59. 26 Adopted this 'tiay of /1/GE 200 5 CITY OF APPLE VALLEY u By: RI1604.4 AtAki Its: Pamela J. ckatettar, City Clerk STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this day of 2001, before me a Notary Public within and for said C unty personally a Pitt I tritium) slr`J and N. in i,L 5. 611. s f .i ltie to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF APPLE VALLEY, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. 7 (SEAL) Adopted this day of CITY OF BURNSVILLE By Its: ATTEST: By: Its STATE OF MINNESOTA COUNTY OF DAKOTA On this of 200 before me a Notary Public within and for said County personally appeared and to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. (SEAL) JOANNE H. MURPHY NOTARY PUBLIC. MINNEBOTA *Commission Epee Jen, 21,2010 200 )ss. 8 N ARY PUBLIC NOTARY PUBLIC STATE OF MINNESOTA )ss. COUNTY OF DAKOTA On this 3L day of /44. 200 before me a Notary Public within and for said County personally appeared rL) A. ,alp e/laand CRA:r L 11511 /4 to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and City Manager of the CITY OF BURNSVILLE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be.the free act and deed of said municipality. SUSAN P. OLESEN NOTARY PUBLIC MINNESOTA My cumYs►an Expkesden. 31, 2010 NOTARY PUBLIC Adopted this ay of 4 200 S CITY OF EAGAN By: Its: t 6 or ATTEST: COUNTY OF DAKOTA By: Its: lc r STATE OF MINNESOTA On this flay of 2005 before me a Notary Public within and for said County persopally appeared and 7Y1 a,..1. ad t,,ai to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF EAGAN, the municipality named in the foregoing instrument, and that the seal affixed to said instrument .was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. )ss. 9 010i'lNuq' rAlt9 Inc 'Pe v1053NNi'9 At. Ziadd3d SIN 7� Adopted this 2 d ay of 200 CITY OF ROSEMOUNT By Its; Amy ©F ATTEST: STATE OF MINNESOTA COUNTY OF DAKOTA )ss. On this7 day of 3 Lk* e. 200 before me a Notary Public within and for said County personally appeared 0; k a.rr. H clrot te. and M �a Y� h k to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF ROSEMOUNT, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed of said municipality. NOTARY P LIC Adopted this day of 200 CITY OF SAVAGE By: Its: /42 ATTEST: STATE OF MINNESOTA COUNTY OF SCOTT )ss. On this lk day of 2005 before me a Notary Public within and for said 0350 personally a eared l o�oafs 4. and wi Air 7` to be personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and Clerk of the CITY OF SAVAGE, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed in behalf of said municipality by authority of its City Council, and said Mayor and Clerk acknowledged said instrument to be the free act and deed o said municipality. 11 "3? caavd,