Loading...
90-29 - 04-17 Authorize Issue Payment of $3,675,000 Taxable General Obligation Bonds 1990AResolution 90-29 April 17, 1990 Member Johnson introduced the following resolution and moved its adoption: 0 RESOLUTION NO. 90-29 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALEO PRESCRIBING FORM AND DETAILS AND PROVIDING FOR PAYMENT OF $3,675,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1990A BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the City), as follows: Section 1. Project and Plan. 1.01. This Council has heretofore duly established a Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota (the Authority) and the Authority has duly established a redevelopment project in and for the City known as the North Wirth Parkway Redevelopment Project (the Project). This Council and the Authority have approved a Redevelopment Plan for the Project (the Redevelopment Plan) pursuant to Minnesota Statutes, Sections 469.027 and 469.028. Pursuant to Minnesota Statutes, Section 469.042, the Authority collects tax increments from a portion of the Project (hereinafter, the "Tax Increment Area"), which tax increments are available and authorized to be used to fund public redevelopment costs of the Project. 1.02. By Resolution No. 90-5 duly adopted by the Board of Commissioners of the Authority on March 13, 1990, the Authority approved the issuance of general obligation bonds of the City in aid of the Project and requested the City to proceed with the sale of bonds, said bonds to be issued pursuant to Minnesota Statutes, Sections 469.174 through 469.179. Section 2. Authorization and Sale. 2.01. This Council, by resolution adopted March 20, 1990, authorized the issuance and sale of $3,675,000 Taxable General Obligation Tax Increment Bonds, Series 1990A (the Bonds), to provide funds, along with other available funds, to pay the net land acquisition, site preparation and relocation costs associated with the Dahlberg, Inc. development in the Project. Said costs constitute public redevelopment costs as defined in Sections 469.002, subd. 14, 469.012, subd. 7, and 469.033, subd. 1, and bonds may be issued to finance such costs pursuant to Sections 469.176, subd. 4 and 469.178, subd. 2. 2.02. Notice of Sale has been duly published. Pursuant to the Official Terms of Offering, 7 sealed bids for the purchase of the bonds were received at or before the time specified for receipt of bids. The bids have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each bid have been determined. The most favorable bid received is that of Park Investment Corporation, of Minneapolis, Minnesota, and associates (the Purchaser) to purchase the Bonds at a price of $3,620,264.75 plus accrued interest on all Bonds to the day of 'delivery and payments, on the further terms and conditions hereinafter set forth. Resolution 90-29 - Continued April 17, 1990 2.03. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and Manager are hereby authorized and directed to execute a contract on behalf of the City for the sale of the Bonds in acccordance with the terms of the bid. The good faith check of the Purchaser shall be retained by the Finance Director until the Bonds have been delivered. The good faith checks of other bidders shall be returned to them forthwith. 2.04. The City and the Authority will enter into, before the date of issuance of the Bonds, a Cooperation Agreement (the Cooperation Agreement), whereby the City will agree to issue and sell the Bonds to provide the funds needed for the public costs outlined in Section 2.01 hereof and whereby the Authority will agree to apply such funds to the costs of implementing and carrying out such public redevelopment in accordance with the Redevelopment Plan and whereby the Authority will pay to the City each year an amount of the Tax Increment it receives with respect to the Tax Increment Area sufficient to pay principal and interest on such Bonds. The Mayor and City Manager are hereby authorized to execute the Cooperation Agreement on behalf of the City. Section 3. Bond Terms, Execution and Delivery. 3.01. The Bonds shall be designated "Taxable General Obligation Tax Increment Bonds, Series 1990A" shall be originally dated May 1, 1990, and shall be in the denomination of $5,000 or any integral multiple thereof, and the Bonds shall mature on February 1 in the respective years and amounts Stated below, and shall bear interest from date of issue until paid or duly called for redemp- tion, at the rates set forth opposite said years and amounts as follows: Year Amount Rate 1991 $ 75,000 8.75% 1992 75,000 8.75% 1993 100,000 8.75% 1994 150,000 8.75% 1995 150,000 9.00% 1996 200,000 9.00% 1997 500,000 9.00% 1998 550,000 9.00% 1999 575,000 9.00% 2000 625,000 9.10% 2001 675,000 9.10% For purposes of meeting the maturity requirements of Minnesota Statutes, Section 475.54, subd. 1, the Bonds shall be combined with the City's outstanding General Obligation Redevelopment Bonds, dated May 1, 1979. 3.02. Each Bond shall be dated as of the last interest payment date pre- ceding the date of execution to which interest on the Bond has been paid or made available for payment, unless (i) the date of execution is an i terest payment date to which interest has been paid or made available for paym;nt, in which case such Bond shall be dated as of the date of execution, or (1i) the date of execution is prior to August 1, 1990, in which case such Bond shall be dated as of May 1, 1990. The interest on the Bonds shall be payable by check or draft of C] Resolution 90-29 - Continued April 17, 1990 the Agent (as hereinafter defined) on February 1 and August 1 in each year, com- mencing August 1, 1990, to the owner of record thereof as of the close of busi- ness on the fifteenth day (whether or not a business day) of the immediately preceding month. 3.03. Bonds of this issue maturing in 1997 and later years shall be sub- ject to redemption and prepayment, in inverse order of maturity (dates and by lot as to Bonds maturing on the same date, at the option of the City and in whole or in part in multiples of $5,000 as selected by the Agent, on February 1, 1996, and any date thereafter, at a price equal to the principal amount to be redeemed with interest accrued to the date of redemption. The City Manager shall cause notice of redemption to be published as required by law, and mail ed, by first class mail, at least 30 days prior to the designated redemption ',date to the registered owner at the owner's address as it appears on the bond register above described. Upon partial redemption of a Bond, a new Bond or Bonds will be deli- vered to the owner without charge, representing the remaining principal amount outstanding. 3.04. The Bonds issuable hereunder shall be fully registered as to both principal and interest. The City hereby appoints Marquette Bank] Minneapolis, National Association, in Minneapolis, MN to act as bond registrar, transfer agent and paying agent (the Agent), and agrees to pay reasonable and customary charges for the services of the Agent. (a) Register. The Agent shall keep a bond register to which it shall provide for the registration of Bonds issuable hereunder and the registra- tion of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond issuable hereunder endorsed by the registered owner or accompaniied by a written instrument of transfer, in form satisfactory to the Agent, duly'Iexecuted by the registered owner thereof or any attorney duly authorized by thelregistered owner in writing, the Agent 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 Agent may, however, close the books for registration of any transfer after #e fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bond issuable hereunder is surrended by the registered owner for exchange, the Agent shall authenticate and deliver one or more new Bonds of alike aggregate principal amount and maturity, as requested by the registered owner or the registered owner's attor- ney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Agent and disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bon issuable hereunder is presented to the Agent for transfer, it may refuselto transfer the same until the Agent is satisfied that the endorsement thereon or instrument of Resolution 90-29 - Continued April 17, 1990 transfer is valid and genuine and that the requested transfer is legally authorized. The Agent shall incur no liability for the refusal, in good faith, is to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Agent and the City may treat the per- son in whose name any Bond issuabl a hereunder is 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 principal of and interest on 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 effec- tual to satisfy and discharge the liability 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 issuable hereunder, he Agent may impose a charge upon the owner thereof suf- ficient to reimburse the Agent 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. Inase any Bond issuable hereunder shall become mutilated or be destroyed, stolen or lost, the Agent shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of an in substitution for such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Agent in connection therewith, and, in case of a Bond destroyed, stolen or lost, upon filing with the Agent evidence satisfactory to the Agent that such Bond was,destroyed, sto- len or lost, and of the ownership thereof, and furnishing the Agent with an appropriate bond or indemnity in form, substance and amount satisfactory to the Agent in which the Agent and City shall be named as obligees. All Bonds so surrendered to the Agent shall be cancelled by it. If the mutilated, destroyed, stolen or lost Bond has already matured or has been called for redemption, it shall not be necessary to issue a new Bond priorjto payment. 3.05. Upon merger or consolidation of the 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 Agent. The City reserves the right to remove the Agent upon thirty (30) days notice and upon the appointment of a successor Agent. 3.06. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the printed facsimile signatures of the Mayor and City Manager. In case any officer whose signature or a fac- simile of whose signature shall appear on the Bonds shall cease,to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the 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 authen- tication on the Bond has been duly executed by the manual signature of an authorized representative of the Agent. Certificates of authentication on dif- ferent Bonds need not be signed by the same representative. The executed certi- ficate of authentication on each Bond shall be conclusive evidence that it has is been authenticated and delivered under this Resolution. When the Bonds have Resolution 90-29 - Continued April 17, 1990 been so prepared, executed and authenticated, the Manager shallideliver the Bonds to the Purchaser upon payment of the purchase price in accordance with is the contract of sale heretofore made and executed and the Purchaser shall not be obligated to see to the application of the purchase price. 3.07. The Bonds shall be printed in substantially the following form: (Face of the Bond) 0 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES11990A Rate Maturity REGISTERED OWNER: PRINCIPAL AMOUNT: Date of Original Issue May 1, 1990 CUSIP DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Golden Valley, a duly organized and existing municipal corporation of Hennepin County, Minnesota (the City), acknowledges itself to be indebted and for value received promises to pay to the registered owner specified above or registered assigns, the principal sum specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, such interest being payable on February 1 and August 1 in each year, commencing August 1, 1990, to the owner of record of this Bond on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United State of America by check or draft by , in 9, as bond Registrar and Paying gent, or its designated successor. or the prompt and full payment of such principal and interest as the same become due, the full faith, credit and taxing power of the City have been and are hereby irrev- ocably pledged. This Bond is one of an issue in the total principal amount of $3,675,000, issued for the purpose of financing the net costs of land acquisition, site pre- paration and relocation within the North Wirth Parkway Redevelopment Project in the City and is issued under and pursuant to an authorizing resolution of the City Council adopted on April 17, 1990, (the Resolution), and udder and pursuant to and in full conformity with the Constitution and laws of thelState of Minnesota thereunto enabling, including Minnesota Statutes, Sections 469.001 through 469.047 and 469.174 through 469.179. Resolution 90-29 - Continued April 17, 1990 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 40 set forth at this place. 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, Minnesota, by its City Council has caused this Bond to be executed in its behalf by the printed facsimile signatures of its Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: (facsimile signature) (facsimile signature) -amity Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative (Reverse of the Bond) Bonds of this series maturing in 1997 and later years shall be subject to redemption and prepayment, in inverse order of maturity dates and by lot as to Bonds maturing on the same date, at the option of the City and in whole or in part in multiples of $5,000 as selected by the Bond Registrar, on February 1, 1996, and any date thereafter, at a price equal to the principal' amount to be redeemed with interest accrued to the date of redemption. The Pity Manager shall cause notice of redemption to be published as required byllaw, and mailed, by first class mail, at least 30 days prior to the designated redemption date to the registered owner at such owner's address as it appears on the bond register hereinafter described. Upon partial redemption of this Bond, anew Bond or Bonds will be delivered to the 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 the owner's 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 the owner's 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 is the name of the transferee or registered owner, of the same aggregate principal Resolution 90-29 - Continued April 17, 1990 amount, bearing interest at the same rate and maturing 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 over- due or not, for the purpose of receiving payment and for all other purposes, and shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, con- ditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof, the City has entered into an agreement with the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, pro- viding for the payment to the City of ad valorem tax increments to be derived from the North Wirth Parkway Redevelopment Project sufficient to pay the prin- cipal of and interest on the Bonds of this series when due; that, if necessary for the payment of such principal and interest, ad valorem taxeare required 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 of indebtedness. (Form of certificate to be printed on the reverse side of is each Bond, following a full copy of the legal opinion) 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 original delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) City Manager Mayor The following abbreviations, when used on this Bond, shallllbe construed as though they were written out in full according to applicable',laws or regulations: TEN COM -- as tenants UTMA as custodian 'for in common Cust Minor TEN ENT -- as tenants under the Uniform Transfers to by entireties Minors Act State 0 Resolution 90-29 - Continued April 17, 1990 JT TEN -- as joint tenants . with right of survivorship and not as tenants in common • Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books ept or registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's 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 enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a bro- kerage firm having a membership in one of the major stock exchanges. Please insert social security or other identifying number of assignee: Section 4. Use of Bond Proceeds. Pursuant to the Cooperation Agreement referred to in Section 2.0 4, the proceeds of the Bonds, other than amounts required to be deposited in the Sinking Fund pursuant to Section 5 hereof, shall be transmitted to the Authority and used to pay the net land acquisition, site development and relocation costs associated with the Dahlberg, Inc. development. After payment of all costs, any moneys remaining shall be transferred to the Sinking Fund created in Section 5 hereof and used to pay the next principal and interest coming due on the Bonds. Section 5. Sinking Fund. The Bonds shall be payable from a separate Series 1990A Taxable Taxement Bond Sinking Fund (the Sinking Fund) which Sinking Fund the City agrees to continued to maintain on its official books and records until all principal of and interest on the Bonds have been paid in full. The moneys on hand in the Sinking Fund from time to time shall be used only to Resolution 90-29 - Continued April 17, 1990 pay or prepay the principal of and interest on the Bonds outstanding under this resolution or any additional bonds this Council directs to be payable therefrom when due. There is appropriated to the Sinking Fund, and into the Sinking Fund shall be paid as received: (1) any amount in excess of $3,619,875 received from the Purchaser; (2) all Tax Increments received by the City for payment of the debt service on the Bonds pursuant to the Cooperation Agreement referred to in Section 2.04; (3) all taxes levied pursuant to Section 6 hereof; and (4) any other funds appropriated thereto by the Council. Section 6. Pled a of Credit and Taxing Power. The full faith, credit and taxing power of the City are irrevocably pledged for the payment of the Bonds and the interest thereon when due. Since it is presently estimated that the Tax Increments to be received by the City from the Authority pursuant to the Cooperation Agreement will be not less than 5% in excess of principal and interest payments on the Bonds when due, no ad valorem tax levy is presently required. However, the City also recognizes and affirms its pledge of the full faith and credit of the City to the payment of the Bonds, and, in the event that the Tax Increments do not prove sufficient to pay principal and interest, the City will promptly levy ad valorem taxes upon all taxable property in the City as necessary for such payment, without limitation as to rate or amount. Section 7. Additional Bonds. The City reserves the right to issue addi- tional tax increment bonds pays le primarily or wholly from Tax Increments derived from the Tax Increment Area on a parity with the Bonds,!and payable from the Sinking Fund or from a separate fund, provided that the Tax Increments and other funds pledged and appropriated to the payment of all bonds payable from said Tax Increments shall produce amounts not less than five percent in excess of the principal of and interest on all such bonds when due. Such additional bonds shall be issued under Minnesota Statutes, Section 469.178 or any amending law. Section 8. Official Statement. The Official Statement relating to the Bonds, dated April 3, 990, prepared and delivered on behalf of the City by Springsted Incorporated, is hereby approved. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 9. Registration of Bonds with County Auditor. The Clerk is hereby authorized and directed to fie a certified copy of this resolution with the County Auditor of Hennepin County, together with such additional information as the Auditor shall require, and to obtain from the County Auditor a certificate that the Bonds have been duly entered upon the bond register. Section 10. Authentication of Transcript. The officers of the City and the County Auditor of Hennep1n ounty are hereby authorized and directed to pre- pare and furnish to the Purchaser and to the attorneys approving the legality thereof, certified copies of all proceedings and records relating to the Bonds 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 in their custody and control or as other- wise know to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. Resolution 90-29 - Continued April 17, 1990 Adopted by the Council this 17th day of April, 1990. Lq ATTEST: The motion for the adoption of the foregoing resolution was seconded by Member Thompson and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; 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 Deputy City Clerk. 0