85-104 - 10-29 Issue Payment of $6,101,871.98 General Obligation Tax Increment Bonds Series 1985BResolution 85-104
October 29, 1985
Member Bakken introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING THE SALE, PRESCRIBING
THE FORM AND DETAILS AND PROVIDING FOR THE PAY11ENT OF $6,101,871.98
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985B
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota,
as follows:
1.01. Recitals and Authorization. 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. Among other things, the Plan
calls for the acquisition of certain properties within the District and payment
of associated redevelopment costs and sale of District properties to a developer
for construction of improvements in Area "A" of the District (the Project). The
cost of the Project is estimated to be approximately $5,900,000 as set forth in
Resolution 85-93, adopted October 1, 1985.
1.02. This Council, under the authority of Minnesota Statutes, Section
273.77(a) and 462.581 and Minnesota Statutes, Chapter 475, and pursuant to a
resolution adopted on October 1, 1985, ordered that a public sale of approximately
$5,900,000 General Obligation Tax Increment Bonds, Series 1985B (the Bonds) to
be held on this date. Notice of the public sale of the Bonds was duly given as
required by Minnesota Statutes, Section 475.60. In accordance with the Official
Terms of Offering, sealed bids were received by the Finance Director prior to
1:00 P.M., C.T., on this date. Those bids have been opened, publicly read aloud
and considered by this Council and the terms of each have now been determined.
1.03. Sale. The bid of Blunt, Ellis & Loewi, Incorporated, of Chicago,
Illinois (the Purchaser), and associates, for the purchase of the Bonds in the
principal amount of $6,101,871.98 on the terms set forth in the Official Terms
of Offering, at a price of $6,016,445.77, the Bonds to bear interest at the rates
set forth in Section 3 hereof, resulting in a net interest cost of $10,743,554.23,
which is the lowest net interest cost of all bids received pursuant to the
Official Terms of Offering, is therefore declared to be the best bid received,
and is hereby accepted. The Mayor and the City Manager are hereby authorized
and directed to execute a contract for the sale of the Bonds to the Purchaser in
accordance with the terms of said bid, the Official Terms of Offering and this
resolution. The Finance Director shall deposit the good faith check of the
Purchaser, and shall return the good faith checks of the unsuccessful bidders
forthwith.
1.04. 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 precedent to and in the valid issuance of
the Bonds having been done, existing, having happened and having been performed,
it is now necessary for this Council to establish the form and terms of the
Bonds, to provide security therefor and to issue the Bonds forthwith.
Resolution 85-104 - Continued
October 29, 1985
Section 2. Form of Bonds and Certificates as to Legal Opinion.
2.01. Bond Form. The Bonds shall be prepared in substantially the following
form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION TAX INCREMENT BOND SERIES 1985B
Approximate
Yield to
Maturity Maturity
REGISTERED OWNER:
ACCEPTED AMOUNT AT MATURITY:
Date of Original
Authentication
and Delivery CUSIP
November 26, 1985
DOLLARS
THE CITY OF GOLDEN VALLEY, Hennepin County, Minnesota (the City), acknowledges
itself to be indebted and, for value received, hereby promises to pay to the
Registered Owner specified above, or registered assigns, the accreted amount
specified above in lawful money of the United States on the maturity date stated
above, being the original principal amount hereof with interest from the date of
original authentication and delivery hereof stated above, accreted and payable
with principal at maturity, at the rate which, compounding on each February 1
and August 1, commencing February 1, 1986, results in the accreted amount set
forth for each such date in the table printed on the reverse side hereof for the
specified amount per $5,000 accreted amount; subject to the provisions for
redemption of this Bond before maturity referred to below. The accreted amount
of this Bond is payable to the order of the registered holder upon surrender
hereof at maturity or upon prior call for redemption, at the principal corporate
trust office of
in as Bond Registrar and
Paying Agent under the resolution referred to below, or its successor.
Additional provisions of this Bond are contained on the reverse hereof and
such provisions shall for all purposes have the same effect as though fully set
forth hereon.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate
of Authentication hereon shall have been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
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 signatures of the Mayor, City Manager and the City Clerk and has caused
this Bond to be authenticated and delivered as of the date set forth above.
(Facsimile Signature) (Facsimile Signature) (Facsimile Signature)
City Clerk City Manager Mayor
"-solution 85-104 - Continued October 29, 1985
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
as Bond Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of $
(the Bonds), issued pursuant to a resolution adopted by the City Council on
October 29, 1985 (the Resolution) to finance public redevelopment costs within
the Valley Square Redevelopment Project Area in the City (the Project), and is
issued pursuant to and in full conformity with the provisions of the Constitution
and laws of the State of 1-1innesota thereunto enabling, including Minnesota
Statutes, Section 462.581 and 273.77 and Chapter 475. This Bond is a general
obligation of the City payable primarily from a separate bond fund established
therefor (the Bond Fund), but the City is required by law to pay the accreted
amount hereof from any available funds of the City if moneys on hand in the Bond
Fund are insufficient therefor. The Bonds are issuable only as fully registered
bonds of single maturities.
Bonds having stated maturity dates in the years 1994 through 2006 are each
subject to redemption and prepayment, at the option of the City and in inverse
order of maturities and by lot, assigned in proportion to their principal amount,
within any maturity, on February 1, 1993 and on any interest payment date
thereafter, at a price equal to the accreted amount thereof as of the date of
redemption. Notice of the call for redemption will be published as required by
law, and at least thirty days prior to the designated redemption date, will be
mailed to the Bond Registrar and to the registered owner of each Bond to be
redeemed at his address appearing in the Bond Register. Upon partial redemption
of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City
will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturity on the same date, subject to reimbursement for any
tax, fee or governmental charge required to be paid with respect to such transfer
or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and
neither the City nor the Bond Registrar shall be affected by any notice to the
contrary.
Resolution 85-104 - Continued October 29, 1985
IT IS HEREBY CERTIFIED, RECITED, COVENANTED 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 as so required; that
prior to the issuance hereof, the City has pledged and appropriated all of the
tax increments to be derived by the City from said District to a bond fund
established for the payment of all bonds issued to finance costs of said District,
including the Bonds; that said tax increments are estimated to be collectible
for the years and in amounts sufficient to pay the principal of and interest on
the Bonds of this issue when due; that, in the event of any accumulated or
anticipated deficiency in the bond fund, ad valorem taxes are required by law to
be levied upon all taxable property in the City without limitation as to rate or
amount; and that the issuance of this Bond does not cause the indebtedness of
the City to exceed any constitutional or statutory limitation.
The following abbreviations, when
this Bond, shall be construed as though
to the applicable laws or regulations:
TEN COM -- as tenants
in common
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants with
right of survivorship
and not as tenants in
common
used in the inscription on the face of
they were written out in full according
UNIF GIFT MIN ACT..... Custodian..........
(Cust) (Minor)
under Uniform Gifts to Minors
Act ...............................
(State)
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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 t ereof, with full
power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE: NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the within
Bond in every particular, without
alteration or any change whatsoever.
Signature(s) must be guaranteed by a commercial bank or trust company or by
a brokerage firm having a membership in one of the major stock exchanges.
Resolution 85-104 - Continued
October 29, 1985
There shall be inserted on the reverse side of each Bond the following
paragraph and tabulation:
The Accreted Amounts of the Bonds of this issue maturing on February 1 in
the years 1988 through 2006, inclusive, together with the original principal
amount per $5,000 accreted amounts at maturity are set forth below. The
Accreted Amount as of any other date is the pro -rated amount between the next
prior and next succeeding February 1 and August 1, being the dates of semiannual
compounding of interest on the Bonds.
(Insert Accreted Amount Table)
2.02. Certificate as to Legal Opinion. The following certificate shall be
printed on the reverse side of each Bond and executed by the printed facsimile
signature of the City Clerk:
STATE OF MINNESOTA)
) SS.
COUNTY OF HENNEPIN)
I, the undersigned, being the duly qualified and acting City Clerk of the
City of Golden Valley, Hennepin County, Minnesota, certify that printed above is
a full, true and correct copy of the legal opinion rendered by Bond Counsel on
the issue of Bonds of the City which includes the within Bond, dated as of the
date of delivery of and payment for the Bonds.
(Facsimile Signature)
City Clerk
Section 3. Bond Terms, Execution and Delivery.
3.01. Date, Maturities, Interest Rates. The Bonds shall be designated
General Obligation Tax Increment Bonds, Series 1985B, dated as of November 26,
1985, the date of original authentication and delivery. The Bonds shall be
capital accumulator bonds maturing on February 1 in the years set forth below,
issued in the original principal amount shown below for each $5,000 maturity
amount or integral multiples thereof, and bearing interest from the date of
original authentication and delivery thereof until maturity at the rate which,
compounding on each February 1 and August 1, commencing February 1, 1986,
results in an accreted amount at maturity as shown below (yields to maturity are
approximate):
Principal Amount
Total
per $5,000 Accreted
Total
Accreted
Yield to
Year
Amount at Maturity
Principal
Amount
Maturity
1988
$4,372.08
$109,302.05
$
125,000
6.25%
1989
$4,048.29
$157,883.18
$
195,000
6.75%
1990
$3,750.18
$405,019.41
$
540,000
7.00%
1991
$3,414.41
$464,359.54
$
680,000
7.500%
1992
$3,125.18
$509,404.58
$
815,000
7.75%
1993
$2,846.77
$478,257.30
$
840,000
8.00%
1994
$2,611.38
$451,769.02
$
865,000
8.10%
Resolution 85-104 - Continued
October 29, 1985
The accreted amount for any Bond between the date of original authentication and
delivery, and its maturity, for each $5,000 maturity amount, shall be the amount
set forth in the table printed on the reverse of each such Bond and shown in
Exhibit A attached hereto. The Bonds shall a issuable only in fully registered
f nn. The accreted amount of each Bond shall be payable, upon surrender
thereof, by check or draft issued by the Bond Registrar described herein.
3.02. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Bond Registrar). The effect of
registration and the rights and duties of the City and the Bond Registrar with
respect thereto shall be as follows:
(a) Register. The Bond Registrar shall keep at its principal corporate
trust office a bond register in which the Bond Registrar shall provide for the
registration of ownership of Bonds and the registration of transfers and exchanges
of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument
of transfer, in form satisfactory to the Bond Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized by the registered
owner in writing, the Bond Registrar shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Bonds of a like
aggregate principal amount and maturity, as requested by the transferor. The
Bond Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each maturity date or redemption
date of the Bonds.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Bond Registrar shall authenticate and deliver one or
more new Bonds of a like aggregate principal amount and maturity, as requested
by the registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange
shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
Principal Amount
Total
per $5,000 Accreted
Total
Accreted
Yield to
Year
Amount at Maturity
Principal
Amount
Maturity
1995
$2,369.88
$424,208.28
$ 895,000
8.30%
1996
$2,142.50
$396,362.90
$ 925,000
8.50%
1997
$1,929.56
$366,616.33
$ 950,000
8.70%
1998
$1,731.17
$334,115.48
$ 965,000
8.90%
1999
$1,566.91
$311,814.58
$ 995,000
9.00%
2000
$1,415.53
$291,599.02
$1,030,000
9.10%
2001
$1,285.64
$272,554.93
$1,060,000
9.15%
2002
$1,166.55
$255,474.23
$1,095,000
9.20%
2003
$1,057.48
$240,048.65
$1,135,000
9.25%
2004
$ 957.70
$225,059.54
$1,175,000
9.30%
2005
$ 866.51
$211,427.50
$1,220,000
9.35%
2006
$ 783.25
$196,595.46
$1,255,000
9.40%
The accreted amount for any Bond between the date of original authentication and
delivery, and its maturity, for each $5,000 maturity amount, shall be the amount
set forth in the table printed on the reverse of each such Bond and shown in
Exhibit A attached hereto. The Bonds shall a issuable only in fully registered
f nn. The accreted amount of each Bond shall be payable, upon surrender
thereof, by check or draft issued by the Bond Registrar described herein.
3.02. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Bond Registrar). The effect of
registration and the rights and duties of the City and the Bond Registrar with
respect thereto shall be as follows:
(a) Register. The Bond Registrar shall keep at its principal corporate
trust office a bond register in which the Bond Registrar shall provide for the
registration of ownership of Bonds and the registration of transfers and exchanges
of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument
of transfer, in form satisfactory to the Bond Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized by the registered
owner in writing, the Bond Registrar shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Bonds of a like
aggregate principal amount and maturity, as requested by the transferor. The
Bond Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each maturity date or redemption
date of the Bonds.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Bond Registrar shall authenticate and deliver one or
more new Bonds of a like aggregate principal amount and maturity, as requested
by the registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange
shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
Resolution 85-104 - Continued
October 29, 1985
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Bond Registrar for transfer, the Bond Registrar may refuse to transfer the same
until it is satisfied that the endorsement on such Bond or separate instrument
of transfer is legally authorized. The Bond Registrar shall incur no liability
for its refusal, in good faith, to make transfers which it, in its judgment,
deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Bond Registrar may treat the
person in w ose name any Bond is at any time registered in the bond register as
the absolute owner of such Bond, whether such Bond shall be overdue or not, for
the purpose of receiving payment of, or on account of, the accreted amount of
such Bond and for all other purposes, and all such payments so made to any such
registered owner or upon the owner's order shall be valid and effectual to
satisfy and discharge the liability of the City upon such Bond to the extent of
the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds,
the Bond Registrar may impose e a charge upon the owner thereof sufficient to
reimburse the Bond 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 Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Bond Registrar shall
deliver a new Bond of like amount, number, maturity date and tenor in exchange
and substitution for and upon cancellation of any such mutilated Bond or in
lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the
payment of the reasonable expenses and charges of the Bond Registrar in connection
therewith; and, in the case of a Bond lost, stolen or destroyed, upon filing
with the Bond Registrar of evidence satisfactory to it that such Bond was lost,
stolen or destroyed, and of the ownership thereof, and upon furnishing to the
Bond Registrar of an appropriate bond or indemnity in form, substance and amount
satisfactory to it, in which both the City and the Bond Registrar shall be named
as obligees. All Bonds so surrendered to the Bond Registrar shall be cancelled
by it and evidence of such cancellation shall be given to the City. If the
mutilated, lost, stolen or destroyed Bond has already matured or been called for
redemption in accordance with its terms, it shall not be necessary to issue a
new Bond prior to payment.
3.03. Appointment of Bond Registrar. The City hereby appoints Norwest Bank
Minneapolis, N.A., of Minneapolis, Minnesota, as the Bond Registrar. The Mayor
and the City Clerk are authorized to execute and deliver, on behalf of the City,
a contract with the Bond Registrar. Upon merger or consolidation of the Bond
Registrar 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 Bond Registrar. The City agrees to pay the
reasonable and customary charges of the Bond Registrar for the services performed.
The City reserves the right to remove any Bond Registrar upon thirty (30) days'
notice and upon the appointment of a successor Bond Registrar, in which event
the predecessor Bond Registrar shall deliver all cash and Bonds in its
possession to the successor Bond Registrar and shall deliver the bond register
to the successor Bond Registrar.
Resolution 85-104 - Continued October 29, 1985
3.04. Redemption. Bonds maturing in the years 1994 through 2006 shall
each be subject to redemption and prepayment, at the option of the City, in
inverse order of maturities and, within any maturity, as selected by the Bond
Registrar by lot, on February 1, 1993 and on any interest payment date thereafter
at a price equal to the accreted amount thereof to the date of redemption. The
City Clerk shall cause notice of the call for redemption to be published as
required by law, and to be mailed at least thirty days prior to the designated
redemption date, to the Bond Registrar and to the registered owner of each Bond
to be redeemed.
3.05. Preparation and DeliverL. The Bonds shall be prepared under the
direction of the City Clerk and s a 1 be executed on behalf of the City by the
signatures of the Mayor, City Manager and the City Clerk; provided that said
signatures may be printed, engraved, or lithographed facsimiles thereof. In
case any officer whose signature, or a facsimile of whose signature, shall
appear on the Bonds shall cease to be such officer before the delivery of any
Bond, such signature or facsimile shall nevertheless be valid and sufficient for
all purposes, the same as if such officer had remained in office until delivery.
Notwithstanding such execution, no Bond shall be valid or obligatory for any
purpose or entitled to any security or benefit under this resolution unless and
until a certificate of authentication on such Bond has been duly executed by the
manual signature of an authorized representative of the Bond Registrar.
Certificates of authentication on different Bonds need not be signed by the same
representative. The executed certificate of authentication on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this
resolution. When the Bonds have been so executed and authenticated, they shall
be delivered by the Finance Director to the purchaser thereof upon payment of
the purchase price in accordance with the contract of sale heretofore made and
executed, and the purchaser shall not be obligated 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 "Valley Square
Redevelopment Project Area A Construction Fund" (the Construction Fund), to be
held and administered by the Finance Director 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 soley to
pay capital and administrative costs in connection with the Project as set forth
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.
Resolution 85-104 - Continued October 29, 1985
4.02. Bond Fund. The City has created, by resolution adopted May 5, 1980,
and so long as any of the Bonds or any additional bonds issued pursuant to
Section 4.04 hereof are outstanding and unpaid, the Finance Director shall
maintain a bond fund therefor (the Bond Fund) as a separate and special account
to be used for no purpose other than the payment of the Bonds, such additional
bonds and then outstanding general obligation bonds of the City issued for the
payment of the cost of redevelopment projects in the District, or any other
development costs in connection with the District which are authorized by law to
be paid from tax increments derived from the District. The City hereby irrevocably
appropriates to the Bond Fund (a) $ -0- of the proceeds of the Bonds representing
capitalized interest, (b) the accrued interest and any amount in excess of
$5,992,038.28 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 District according to the
assessment of January 2, 1979, is $7,471,499. 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 assessment as of January
2, 1979 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 each
year, and the County Treasurer will remit to the Authority that proportion of
the taxes paid each year on such real property within the District 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 costs of the Project, including the
accreted amount of the Bonds, has been paid and the City has been fully reimbursed
for any accreted amount of the Bonds which has been paid from the city-wide
taxes herein authorized to be levied. The Authority has pledged and appropriated
the tax increments to the Bond Fund for the payment of such accreted amount and
the reduction, cancellation and reimbursement of such taxes. The Mayor and City
Clerk are authorized to execute a Cooperation Agreement with the Authority,
pursuant to Minnesota Statutes, Section 273.77(a), relating to the pledge and
appropriation of said tax increments.
4.04. Additional Bonds. The City reserves the right to issue such
additional bonds payable from the Bond Fund as may be required to finance costs
of the Project not financed hereby or to finance costs of other projects to be
undertaken by the City within the District.
4.05. Tax Levy. The full faith and credit and taxing powers of the City
are irrevocably pledged for the prompt and full payment of the accreted amount
of the Bonds and the principal and interest on all other bonds made payable from
the Bond Fund, as such amounts become due. It is estimated that the tax
increments appropriated to the Bond Fund in Section 4.03 will produce sums
available for the payment of the Bonds at the times and in the amount required
by Minnesota Statutes, Section 475.61, and therefore as permitted by Minnesota
Statutes, Section 273.77(a), no taxes are levied for this purpose at the present
time. It is recognized, however, that the City's liability on the Bonds is not
limited to the provision of these funds, and that the City is required by
Minnesota Statutes, Section 273.77(a) and Section 475.61, to levy and cause to
be extended, assessed and collected any ad valorem taxes necessary for the
payment of the accreted amount of the Bonds.
Resolution 85-104 - Continued October 29, 1985
Section 5. Defeasance. When any Bond has been discharged as provided in
this section, all pledges, covenants and other rights granted by this resolution
to the holders of such Bonds shall cease, and such Bonds shall no longer be
deemed to be outstanding under this Resolution. The City may discharge its
obligations with respect to any Bond which is due on any date by depositing with
the paying agent on or before that date a sum sufficient for the payment thereof
in full; or, if any Bond 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 to the date of such deposit.
The City may also discharge its obligations with respect to any prepayable Bond
according to its terms, by depositing with the paying agent on or before that
date an amount equal to the accreted amount then due, provided that notice of
such redemption has been duly given as provided herein. The City may also at
any time discharge its obligations with respect 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 authorized by law to be do
deposited, bearing interest payable at such times and at such rates and maturing
on such dates as shall be required to pay the accreted amount to become due
thereon to maturity or said redemption date.
Section 6. County Auditor Registration, Certification of Proceedings,
Investment of Moneys and Arbitrage.
6.01. County Auditor Registration. The City Clerk is hereby authorized
and directed to file a certified copy of this resolution with the County Auditor
of Hennepin County, together with such other information as the County Auditor
shall require, and to obtain from said County Auditor a certificate that the
Bonds have been entered on his bond register.
6.02. Certification of Proceedings. The officers of the City and the
County Auditor of Hennepin County are ereby authorized and directed to prepare
and furnish to the purchaser of the Bonds and to Dorsey & Whitney, Bond Counsel,
certified 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.
6.03. Covenant. The City covenants and agrees with the holders from time
to time of the 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 paid or
accreted 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 (the Regulations), and covenants to take any and all actions within
its powers to ensure that the interest paid or accreted on the Bonds will not
become subject to taxation under the code and the Regulations. In particular,
unless required by state law to do otherwise, the City covenants that it shall
not take any action or exercise any remedies pursuant to any development
agreement relating to the Valley Square Redevelopment Tax Increment District if
the effect thereof would be, in the opinion of bond counsel furnished to the
City, to cause the Bonds to be considered "industrial development bonds" or
"consumer loan bonds" pursuant to Section 103(b) of the Internal Revenue Code.
Resolution 85-104 - Continued October 29, 1985
6.04. Investment of Mone s on Deposit in Bond Account. From and after
February 1, T-9-97, the Finance Director shall ascertain monthly the amount on
deposit in the Bond Fund allocable to the Bonds. If the amount on deposit
therein ever exceeds by more than $ , the accreted amount due and payable
from the Bond Fund with respect to t e�onds through the next February 1, plus a
reasonable carryover as permitted by the Code and regulations, such excess shall
be used to prepay and redeem Bonds or be invested 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. 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 Regulations.
6.05. Arbitrage Certification. The Mayor, City Manager and City Clerk,
being the of ick ers o the charged with the responsibility for issuing the
Bonds pursuant to this resolution, are authorized and directed to execute and
deliver to the purchaser thereof a certificate in accordance with the provisions
of Section 103(c) of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of
the Regulations, 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.
�, 1&tt, C ('�44w7tl
ary E. Anfrson, Mayor
ATTEST:
Shirley Ne on, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member
Johnson and upon a vote being taken thereon, the following voted in favor
thereof: Bakken, Johnson, Stockman and Thompson; and the following member was
absent: Anderson, 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.
Resolution 85-104 - Continued October 29, 1985
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