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#113 11-17-81 Execution Levying TAxes186 Resolution #113 November 17, 1981 Member Johnson introduced and read the following resolution and moved its adoption: RESOLUTION RELATING TO $560,000 GENERAL OBLIGATION TAX INCREMENT BONDS; FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR AND LEVYING TAXES FOR THE PAYMENT THEREOF BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the City), as follows: Section 1. Authorization and Sale. 1.01. Authorization. This Council has, by Resolution No. 92 adopted on October 6, 1981, determined to issue $560,000 General Obligation Tax Increment Bonds (the Bonds), for the purpose of providing funds for the payment of public redevelopment costs in connection with a project area designated as North Wirth Parkway Project Area (the Project Area) and in accordance with a redevelopment plan (the Plan) of the Housing and Redevelopment Authority in and for the City of Golden Valley. For the orderly and economic development of the City and for the development of additional real estate tax base, this Council finds that the City's assistance is needed to complete the redevelopment of the Project Area. It is anticipated that the tax increment revenue generated from the Project Area will be segregated and pledged for the payment of principal of and interest on the Bonds under Tax Increment Pledge Agreement, dated April 24, 1979, between the Housing and Redevelopment Authority in and for the City of Golden Valley (the Authority) and the City. 1.02. Sale. A public sale of the Bonds was held on November 17, 1981, and this Council, Fy resolution adopted on that date, accepted the bid of First National Bank of Minneapolis, of Minneapolis, Minnesota (the Purchaser) to purchase the Bonds on the terms and conditions set forth in the Terms and Conditions of Sale. 1.03. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed prior to the issuance of the Bonds having been done, existing, and having happened, it is now necessary for this Council to establish the form and terms of the Bonds, to provide for the security thereof, and to issue the Bonds forthwith. Section 2. Forms of Bonds and Couaons. 2.01. following No. Form of Bonds. form: The bonds shall be prepared in substantially the UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION TAX INCREMENT BOND $5,000 Resolution #113 - Continued November 17, 1981 187 Q7 The City of Golden Valley, Hennepin County, Minnesota (the City), acknowledges itself to be indebted, and, for value received, hereby promises to pay to bearer upon presentation and surrender hereof, the principal sum of FIVE THOUSAND DOLLARS on February 1, , or, if this Bond is prepayable as stated below, on any date prior thereto on which it shall have been duly called for redemption, and to pay interest thereon from the date hereof until said principal sum is paid, or, if this Bond is prepayable, until it has been duly called for redemption and the principal thereof and the interest thereon to the date of redemption have been paid or deposited with the paying agent designated below, at the rate of hundredths percent ( %) per annum. Interest hereon is payable semiannually on February 1 and August -T in each year, commencing August 1, 1982, in accordance with and upon presentation and surrender of the interest coupons hereto appurtenant. Both principal and interest are payable at the , in , or its successor as paying agent, in any coin or currency of the United States of America which on the respective dates of payment is legal tender for public and private debts. For the prompt and full payment of such principal and interest as the same become due, the full faith, credit and taxing powers of the City are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of $560,000 (the Bonds), all of like date and tenor except as to serial number, interest rate, maturity date, and redemption privilege, issued for the purpose of providing moneys in aid of a redevelopment project designated as North Wirth Parkway Project Area (the Project Area) in anticipation of the collection of the tax increment revenue from the Project Area in the City, 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, Section 462.581, Section 462.585, Section 273.77(a) and Chapter 475. Bonds maturing in the years 1984 through 1990 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in the years 1991 through 1995 are each subject to redemption and prepayment, at the option of the City and in inverse order of serial numbers, on February 1, 1990 and on any interest payment date thereafter, at their principal amount plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be published in a daily or weekly periodical, published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and will be mailed to the bank at which the Bonds are then payable and to the holders thereof, if known, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond. Holders of prepayable Bonds who desire to receive such notice may register their names and addresses and the serial numbers of their Bonds with the City Finance Director -Clerk in Golden Valley, Minnesota. IT IS HEREBY CERTIFIED, RECITED, COVENATED 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 it a 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, time and manner; that all taxable property within the City is subject to the levy of a direct, annual, ad valorem tax, which has been levied and is required to be extended, assessed and collected for the years and in such amounts as may be required to pay the 188 Resolution #113 - Continued November 17, 1981 principal of and interest on the Bonds of this issue when due, which levy is not limited as to rate or amount; and that the issuance of this Bond did not cause the indebtendess of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, State of Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signature of the Mayor and the manual signature of the City Manager, and by a printed facsimile of the offical seal of the City, has caused the interest coupons appurtenant hereto and the certificate appearing on the reverse side hereof to be executed and authenticated by the facsimile signatures of said officers, and has caused this Bond to be dated as of December 1, 1981. ATTEST: (Facsimile Signature) City Manager Mayor (FACSIMILE SEAL) 2.02. Form of Coupons. Interest on each Bond to maturity shall be represented by a consecutively numbered set of interest coupons printed in substantially the following form: On the first day of February (August), 19 , unless the Bond to which this coupon appertains shall previously have been called for redemption and provision for the payment thereof has been made, the City of Golden Valley, Hennepin County, Minnesota will pay to bearer at the , in the sum shown hereon in coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts, for interest then due on its General Obligation Tax Increment Bond, dated December 1, 1981, No. (Facsimile Signature) City Manager (Facsimile Signature) Mayor 2.03. Form of Certificate. A certificate in substantially the following form shall be printed on the reverse side of each Bond, following a copy of the text of the legal opinion to be rendered by Bond Counsel: We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Bonds of the City of Golden Valley, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Manager (Facsimile Signature) Mayor Section 3.01. Bond Terms, Execution and Delivery. 3.01. Date, Amount, Denomination and Maturity. The City shall forthwith issue and deliver the Bonds, which shall be negotiable coupon bonds, denominated General Obligation Tax Increment Bonds. The Bonds shall be dated as of December 1, 1981, shall be 112 in number and numbered serially from 1 to 112, inclusive, each in the denomination of $5,000, shall mature serially on February 1 in the years and amounts set forth below, and the Bonds of each annual maturity shall 1 J Resolution #113 - Continued November 17, 1981 189 bear interest from date of issue until paid at the rate per annum shown opposite the year of such maturity as follows: Year Amount Rate Year Amount Rate 1984 $25,000 % 1990 $45,000 % 1985 $25,000 % 1991 $50,000 % 1986 $30,000 % 1992 $55,000 % 1987 $35,000 % 1993 $65,000 % 1988 $40,000 % 1994 $70,000 % 1989 $40,000 % 1995 $80,000 % 3.02. Interest. Interest on the Bonds shall be payable semiannually on February 1 an ugust 1 in each year, commencing on August 1, 1982. 3.03. Paying Agent. The Purchaser has designated First National Bank of Minneapolis, in inneapolis, Minnesota, as paying agent. That recommendation is hereby approved. The City will pay the usual and customary charges of said paying agent for the receipt and disbursement of principal and interest moneys. The principal of and interest on the Bonds shall be payable at the principal corporate trust office of the paying agent designated herein, or, in the event of its resignation, removal or incapability of said paying agent, at the office of such successor paying agent as may be approved by this Council. Upon merger or consolidation of the paying agent with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor paying agent. No resignation of the paying agent an no appointment of a successor paying agent shall become effective until the date specified in a notice which the City Finance Director -Clerk shall cause to be printed in a daily or weekly periodical published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, not less than thirty days before said effective date. 3.04. Redemption. Bonds maturing in the years 1984 through 1990 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in the years 1991 through 1995 are each subject to redemption and prepayment, at the option of the City and in inverse order of serial numbers, on February 1, 1990 and on any interest payment date thereafter, at their principal amount plus accrued interest to the date of redemption. At least thirty days prior to the date set for redemption of any Bond, notice of the call for redemption will be published in a daily or weekly periodical, published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as a part of its service, and will be mailed to the bank at which the Bonds are then payable and to the holders thereof, if known, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond. Holders of prepayable Bonds who desire to receive such notice may register their names and addresses and the serial numbers of their Bonds with the City Finance Director -Clerk in Golden Valley, Minnesota. 3.05. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Manager and Shall be exeucted on behalf of the City by the signatures of the Mayor and the City Manager, and shall be sealed with the official corporate seal of the City, provided that one of said signatures and the corporate seal may be printed, engraved, or lithographed facsimiles thereof. On the reverse side of each Bond shall be printed a copy of the legal opinion rendered thereon by Bond Counsel and the certificate of the Mayor and City 190 Resolution #113 - Continued November 17, 1981 Manager. The certificate as to legal opinion and interest coupons attached to the Bonds shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of the Mayor and City Manager. When the Bonds have been so executed and authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obliged to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Construction Fund. A Construction Fund is hereby created as a special fund and designated on the books of the City as the "North Wirth Parkway Project Area Construction Fund" (the Construction Fund), to be held and administered by the City Finance Director -Clerk separate and apart from all other funds of the City. The City hereby appropriates to the Construction Fund all of the proceeds received from the sale of the Bonds, less the amount to be deposited in the Bond Fund, as hereinafter defined, pursuant to Section 4.02 hereof. Moneys on hand in the Construction Fund from time to time shall be used solely to pay public redevelopment costs in connection with the Project as set fourth in the plan. Any amounts remaining in the Construction Fund upon completion of the Project and payment of all of the costs thereof shall be transferred to the Bond Fund. 4.02. Bond Fund. So long as any of the Bonds, or any additional bonds issued pursuant 4.04 hereof and made payable from the Bond Fund, are outstanding and any principal thereof or interest thereon unpaid, the City Finance Director -Clerk shall maintain the Bond Fund, created by Resolution No. 43, adopted by the Council on April 16, 1979 (the Bond Fund), as a separte and special account to be used for no purpose other than the payment of the principal of, premium, if any, and interest on the Bonds and any other bonds heretofore or hereafter issued by the City and made payable therefrom. The City hereby irrevocably appropriates to the Bond Fund (a) $85,000 of the proceeds of the Bonds representing capitalized interest, (b) the accrued interest and any amount in excess of $550,000 bid for the Bonds and received from the Purchaser upon delivery of the Bonds, and (c) any other moneys appropriated or pledged by the terms of this Resolution to the Bond Fund. 4.03. Tax Increment. The Director of Property Taxation has certified that the original taxable value of real property within the Project Area according to the assessment of January 2, 1978, is $865,659. Under the provisions of Minnesota Statutes, Section 462.585, Subdivision 3, the Director of Property Taxation will include only the original taxable value according to the the assessment as of January 2, 1978 in the assessed valuation upon which he computes the rate of all state, county, city, school district and other taxes, but will extend the rates so determined against the entire assessed valuation of such real property in 1979 and each subsequent year, and the County Treasurer will remit to the Authority that the proportion of the taxes paid each year on such real property within the Project Area which the excess of the assessed valuation over the original taxable value bears to such original value. The Authority has agreed to segregate the tax increments so received until the public redevelopment cost of the Project, including principal and interest on the Bonds, has been paid and the City has been fully reimbursed for any principal of and interest on the Bonds which has been paid from the city-wide taxes herein levied. The Authority has pledged and appropriated the tax increments to the Bond Fund for the payment of such principal and interest and the reduction, cancellation and reimbursement of such taxes. 1 Resolution #113 - Continued 4.04. Additional Bonds. The City r bonds payable from the Bond Fund as may be Project not financed hereby or to finance taken by the City within the Project Area. 4.05. Tax Levy. The full faith an are irrevocably pledged for the prompt a interest on the Bonds and on all other b such principal and interest become due. appropriated to the Bond Fund in Section payment of the Bonds at the times and in Section 475.61, and therefor as permited no taxes are levied for this purpose at the the city's liability on the Bonds is funds, and that the City is required by Section 475.61, to levy and cause to be valorem taxes necessary for the payment November 17, 1981 Iq I eserves the right to issue additional required to finance costs of the costs of other projects to be under - d credit and taxing powers of the City nd full payment of the principal of and onds made payable from the Bond Fund, as It is estimated that the tax increments 4.02 will produce sums available for the the amount required by Minnesota Statutes, by Minnesota Statues, Section 273.77(a), the present time. It is recognized, however not limited to the provision of these Minnesota Statues Section 273.77(a) and extended, assessed and collected any ad of principal of and interest on the Bonds. Section 5. Defeasance. When all of the Bonds and all coupons appertaining thereto have been discharged as provided in this Section 5, all pledges, covenants and other rights granted by this Resolution to the holders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds and coupons appertaining thereto which are due on any date by irrevocably depositing with the paying agent on or before that date a sum sufficient for the payment thereof in full; or, if any Bond or coupon should not be paid when due, it may nevertheless be discharged by depositing with the paying agent 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 respecct to any Bonds, 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 thereon to maturity. Section 6. Registration, Certification of Proceedings, Investment of Moneys and Arbitrage. 6.01. Registration. The City Finance Director -Clerk is hereby authorized and directed to file a certifed copy of this resolution with the Director of Property Taxation of Hennepin County, together with such other information and he/she shall require, and to obtain from said Director of Property Taxation a certificate that the bonds have been entered on the bond register of Hennepin County and that the tax required for the payment thereof has been levied and filed as required by law. 6.02. Certification of Proceedings. The officers of the City and the Director of Property Taxation of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey, Windhorst, Hannaford, Whitney & Halladay, Bond Counsel, certifed copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. Iq D. Resolution #113 - Continued November 17, 1981 6.03. Covenant. The City covenants and agrees with the holders from time to time of t e Bonds 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 Bonds to become subject to taxation under the Internal Revenue Code of 1954, as amended (the Code), and the Treasury Regulations promulgated thereunder. 6.04. Investment of Moneys on Deposit in Bond Fund. The City Finance Director -Clerk shall ascertain monthly the amount on--Fe-posit in the Bond Fund. If the amount on deposit therein ever exceeds by more than $84,000 the aggregate amount of principal and interest due and payable from the Bond Fund within the next succeeding 13 months, such excess shall not be invested except at a yield less than or equal to the yield on the Bonds, based upon their amounts, maturities and interest rates on their date of issue, computed by the actuarial method be or used to prepay and redeem bonds which are then redeemable in accordance with their terms. If any additional bonds are ever issued and made payable from the Bond Fund pursutant to Section 4.04 hereof, the dollar amount in the preceding sentenence shall be changed to equal 15 percent of the aggregate principal amount of all bonds, including the Bonds, which are then outstanding and payable therefrom. The City reserves the right to amend the provisions of this Section 6.04 at any time, whether prior to or after the delivery of the Bonds, if and to the extent that this Council determines that the provisions of this Section 6.04 are not necessary in order to ensure that the Bonds are not arbitrage bonds within the meaning of Section 103(c) of the Code and applicable Treasury Regulations. 6.05. Arbitrage. The Mayor and City Manager, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 103(c) of the Code, and Treasury Regulations, Sections 1.103-13 and 1.103-14, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.06. Execution of Documents. The Mayor, City Manager and City Finance Director -Clerk are hereby aut orized to execute and deliver on behalf of the City such documents as may be appropriate to evidence the pledge and appropriation of the Tax Increment Revenues to the City by the Authority. 6.07. Official Statement. The Official Statement dated as of October 30, 1981, relating to the Bonds, prepared and distributed by the City in cooperation with Evensen-Dodge, Inc., is hereby approved and the appropriate officers of the City are hereby authorized and directed to execute such certificates as are appropriate with respect to the completeness and accuracy of the official statement. Ro emary Th ayor ATTEST: Resolution #113 - Continued t VVrrhy, Ci ty Cl :Tr; The motion for the adoption of the foregoing resolution was Mitchell and upon a vote being taken thereon, the following thereof: Anderson, Johnson, Mitchell and Stockman, and the absent: Thorsen, and the following voted against the same: said resolution was declared duly passed and adopted, signed her signature attested by the City Clerk. 1 1 November 17, 1981 193 seconded by Member voted in favor following were none, whereupon by the Mayor and