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85-093 - 10-01 Issue $5,900,000 General Obligation Tax BondsResolution 85-93 October 1, 1985 Member Thompson introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $5,900,000 GENERAL OBLIGATION TAX INCREMENT BONDS; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota, as follows: Section 1. Authorization and Findings. 1.01. The Golden Valley Housing and Redevelopment Authority (the Authority) has prepared a tax increment financing plan for the Valley Square Redevelopment Project Area (the District) in Golden Valley. After appropriate proceedings, this Council by resolution approved the tax increment financing plan of the Authority. The Plan calls for the acquisition of certain properties within the District, payment of relocation expenses and other associated redevelopment costs and sale or lease of District properties to a developer for construction of improvements in Area "A" of the District (the Project). 1.02. The cost of the project is estimated to be as follows: Land Acquisition $5,454,000 Completion of Public Improvements 3,070,000 Housing and Redevelopment Authority Administrative Costs 146,200 Allowance for Contingency (5% of construction only) 153,500 Gross Project Costs $8,823,700 Less: Land Sale Proceeds (811,200) Less: Investment Earnings - Construction Account (260,000) Less: City Cash Contribution (2,000,700) Plus: Allowance for Issuance Costs 43,200 Plus: Allowance for Discount Bidding 105,000 Required Bond Issue $5,900,000 1.03. Pursuant to the provisions of Minnesota Statutes, Section 273.77 and Chapter 475, the Council hereby authorizes the issuance and sale of General Obligation Tax Increment Bonds, Series 1985B, of the City, in the principal amount of $5,900,000 (the Bonds), for the purpose of providing funds for the payment of costs of the Project. It is anticipated that the tax increment revenue generated from the District will be segregated and pledged for the payment of principal and interest on the Bonds under an agreement to be entered into between the Authority and the City, pursuant to Minnesota Statutes, Section 273.77(a). Section 2. Sale of Bonds. This Council shall meet at the time and place specified in the form of notice hereinafter prescribed to receive, open and consider sealed bids and award the sale of the Bonds. The City Clerk shall cause notice of the time, place and purpose of the meeting to be published once not less than ten days before the date of the meeting in the New Hope -Golden Valley Post, the official newspaper of the City, and in Commercial West, which notice shall be in substantially the following form: Resolution 85-93 - Continued NOTICE OF SALE $5,900,000 General Obligation Tax Increment Bonds, Series 1985B City of Golden Valley, Minnesota October 1, 1985 NOTICE IS HEREBY GIVEN that sealed bids for the purchase of the above Bonds of the City of Golden Valley, Minnesota will be received at the offices of Springsted Incorporated, 800 Osborn Building, St. Paul, Minnesota until 1:00 o'clock p.m., October 29, 1985, at which time the bids will be opened and tabulated. The City Council will meet at the City Hall at 5:30 o'clock p.m. that same date to consider the bids and award the sale of the Bonds. The Bonds will be in the original principal amount of $5,900,000 (subject to increase or decrease as set forth in the Official Terms of Offering) and will be "capital appreciation bonds" which do not pay interest on a current basis, but rather accrue and compound interest on each interest payment date which interest is payable (together with the stated principal amount) at maturity or prior redemption. The Bonds will be dated as of the date of settlement and, on February 1 in the following years, the following maturity amounts" (subject to increase -as provided in the Official Terms of Offering) will be due and payable: YEAR AMOUNT YEAR AMOUNT 1988 $125,000 1998 $ 965,000 1989 195,000 1999 995,000 1990 540,000 2000 1,030,000 1991 680,000 2001 1,060,000 1992 815,000 2002 1,095,000 1993 840,000 2003 1,135,000 1994 865,000 2004 1,175,000 1995 895,000 2005 1,220,000 1996 925,000 2006 1,255,000 1997 950,000 The Bonds will be awarded to the bidder offering to purchase the Bonds at the lowest dollar interest cost determined by subtracting the purchase price (which takes into account any discount) from the total maturity amounts prior to any adjustment. Bonds maturing in the years 1994 through 2006 are each subject to redemption and prepayment, at the option of the City and in inverse order of maturity dates, on February 1, 1993 or on any interest payment date thereafter at a price equal to their accreted value at the date of redemption. No rate of interest nor the net effective average rate of the issue may exceed the maximum rate to be determined in accordance with Minnesota Statutes, Section 475.55, Subdivision 4. An opinion as to validity of the issue and tax exempt nature of the interest thereon will be furnished by Dorsey & Whitney, of Minneapolis and St. Paul, Minnesota. Copies of an Official Terms of Offering and additional information may be obtained from the undersigned or from Springsted Incorporated, 800 Osborn Building, St. Paul, Minnesota 55102; telephone (612) 222-4241, financial consultants to the City. Proceeds of the Bonds will be used to finance eligible costs within the City's Valley Square Redevelopment District. BY ORDER OF THE CITY COUNCIL Shirley Nelson, City Clerk Golden Valley, Minnesota Resolution 85-93 - Continued October 1, 1985 Section 3. Terms and Conditions of Sale. The following Official Terms of Offering shall constitute the terms and conditions for the sale and issuance of the Bonds, and the City Finance Director and the financial consultants to the City are hereby authorized and directed to cause the following terms and conditions to be incorporated in material distributed to prospective bidders for the Bonds: OFFICIAL TERMS OF OFFERING $ 5,900,000* CITY OF GOLDEN VALLEY, MINNESOTA GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985B (CAPITAL APPRECIATION BONDS) Sealed bids for the Bonds will be opened by the Finance Director or his designee on Tuesday, October 29, 1985, at 1:00 P.M., Central Time, at the offices of SPRINGSTED Incorporated, 800 Osborn Building, Saint Paul, Minnesota 55102. Consideration for award of the Bonds will be by the City Council at 5:30 P.M., Central Time, of the same day. DETAIL OF THE BONDS The Bonds will be dated and shall bear interest from their date of settlement. Interest on the Bonds shall be compounded on February 1, 1986 and semiannually thereafter on February 1 and August 1 of each year, and is payable, together with principal, only at maturity or upon prior redemption. The "original principal" as used herein is that principal amount which, when accreted at its associated interest rate until its scheduled maturity date, results in a payment described hereinafter as its "maturity value." These maturity values will be in $5,000 denominations or integral multiples thereof. Payment of the accreted amount shall be payable at the main corporate office of the Registrar upon presentation and surrender for cancellation of the Bonds. The Bonds are being issued in the aggregate original principal amount of approximately $5,900,000.* The rates specified by the successful purchaser will determine the original principal amount of each Bond. The maturity values will be paid on February 1 in the amounts and years as follows: $125,000 1988 $840,000 1993 $ 965,000 1998 $1,135,000 2003 $195,000 1989 $865,000 1994 $ 995,000 1999 $1,175,000 2004 $540,000 1990 $895,000 1995 $1,030,000 2000 $1,220,000 2005 $680,000 1991 $925,000 1996 $1,060,000 2001 $1,255,000 2006 $815,000 1992 $950,000 1997 $1,095,000 2002 The City reserves the right to increase the maturity values, in multiples of $5,000, in any or all of the maturity years by an amount not to exceed $25,000 per year in order to result in an original principal amount of approximately $5,900,000.* No adjustment to any maturity value shall be more than $5,000 greater or less than the adjustment to any other maturity value. *Approximate, subject to adjustment, either increase or decrease, but no decrease of more than $5,000. Resolution 85-93 - Continued October 1, 1985 Within 48 hours of award, the successful bidder shall provide a table of accreted values for a $5,000 maturity value of each maturity as of each February 1 and August 1 through the date of each maturity of the Bonds, based on semiannual compounding at the interest rate specified for such Bonds, from the assumed settlement date of November 26, 1985. In case of discrepancy, the City's calculation of accreted values shall be controlling. The City may elect on February 1, 1993, and semiannually thereafter, to prepay Bonds due on or after February 1, 1994. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date will be prepaid first. If only part of the Bonds having a common maturity date are called for prepayment the specific Bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at the accreted value at the date of redemption. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge tax increment income from the City's tax increment financing district within the Valley Square Redevelopment District. The proceeds will be used to finance various eligible project costs relating to Valley Square District Area A, specifically for the construction of an office and apartment complex. TYPE OF BID A sealed bid shall be filed with the undersigned prior to the time set for the opening of bids which shall include annual interest rates for each specified maturity and a purchase price for the Bonds, expressed as a percentage, which purchase price shall be no less than 98.2% of the total original principal amount. Also prior to the time set for bid opening, a certified or cashier's check in the amount of $60,000, payable to the order of the City, shall have been filed with the undersigned or SPRINGSTED Incorporated, the City's Financial Advisor. No bid will be considered for which said check has not been filed. The check of the Purchaser will be retained by the City as liquidated damages in the event the Purchaser fails to comply with the accepted bid. The City will deposit the check of the Purchaser, the amount of which will be deducted at settlement. No bid shall be withdrawn after the time set for opening of bids, unless the meeting of the City scheduled for consideration of the bids is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates offered by bidders shall be in integral multiples of 5/100 or 1/8 of 1%. No rate specified for a maturity shall be lower than any prior rate. No rate nor the effective rate for the entire Issue of the Bonds shall exceed the maximum rate permitted by law. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No bid may be conditioned upon award of any other offering of obligations by the City. AWARD The Bonds will be awarded to the bidder offering to purchase the Bonds at the lowest dollar interest cost determined by subtracting the purchase price (which takes into account any discount) from the total maturity values as specified in this proposal, prior to any adjustment. Resolution 85-93 - Continued October 1, 1985 The City will reserve the right to: (i) waive non -substantive informalities of any bid or of matters relating to the receipt of bids and award of the Bonds, (ii) reject all bids without cause, and, (iii) reject any bid which the City determines to have failed to comply with the terms herein. REGISTRAR The City will name the Registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the Registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the Purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the Purchaser at a place mutually satisfactory to the City and the Purchaser. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Dorsey & Whitney of Saint Paul and Minneapolis, Minnesota, which opinion will be printed on the Bonds, and of customary closing papers, including a no -litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City, or its designee, not later than 1:00 P.M., Central Time of the day of settlement. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the Purchaser shall be liable to the City for any loss suffered by the City by reason of the Purchaser's non-compliance with said terms for payment. Settlement is expected to be made on November 26, 1985. At settlement the Purchaser will be furnished with a certificate, signed by appropriate officers of the City, to the effect that the Official Statement did not as of the date of the Official Statement, and does not as of the date of settlement, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. OFFICIAL STATEMENT Underwriters may obtain a copy of the Official Statement by request to the City's Financial Advisor prior to the bid opening. The Purchaser will be provided with 25 copies of the Official Statement. Dated October 1, 1985 BY ORDER OF THE CITY COUNCIL /s/Shirley Nelson City Clerk Resolution 85-93 - Continued October 1, 1985 Section 4. Official Statement. The City Finance Director and City Manager, in cooperation with Springsted Incorporated, financial consultants to the City, are hereby authorized and directed to prepare on behalf of the City an official statement to be distributed to potential purchasers of the Bonds. Such official statement shall contain the Official Terms of Offering set forth in Section 3 hereof and such other information as shall be deemed advisable and necessary to describe adequately the City and the security, terms and conditions of the Bonds. Such official statement shall be examined and approved by the City Finance Director and City Manager prior to its distribution to potential purchasers. Mary E. A erson, Mayor ATTEST: Shirley is n, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Bakken and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Stockman and Thompson; and the following was absent: Johnson, and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.