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94-44 - 05-03 Issue Sale $2,250,000 Taxable General Obligation Bonds Series 1994BResolution 94-44 May 3, 1994 Member Thompson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,250,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1994B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. Authorization. By Resolution No. 94-18 duly adopted on March 22, 1994, this Council authorized the sale of its Taxable General Obligation Tax Increment Refunding Bonds, Series 1994B in the principal amount of $2,250,000 (the Bonds), the proceeds of which would be used, together with any additional funds of the Issuer which might be required, to refund on June 15, 1994, the October 1, 1994 maturity, aggregating $2,250,000 in principal amount, of the Issuer's outstanding General Obligation Temporary Tax Increment Bonds, Series 1991C, dated October 1, 1991 (the Refunded Bonds). 1.02. Sale. Bids have been received in accordance with Resolution No. 94-18 and the Terms of Proposal and the Council has publicly considered all sealed bids presented in conformity with the Terms of Proposal. The most favorable of such bids is ascertained to be that of Dain Bosworth Incorporated of Minneapolis, Minnesota, and associates (the Purchaser), to purchase the Bonds at a price of $2,241,247.50 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the terms of the bid. The good faith deposit of the Purchaser shall be retained and deposited by the Issuer until the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. 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 the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be originally dated as of June 1, 1994, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1 in the respective years and amounts stated below, and shall bear interest from date of issue until paid at the respective annual rates set forth opposite such years and amounts, as follows: Resolution 94-44 - Continued May 3, 1994 Year Amount Rate 1995 $365,000 5.15% 1996 340,000 5.95 1997 355,000 6.40 1998 375,000 6.70 1999 395,000 7.00 2000 420,000 7.10 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. 2.03. Dates and Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 1995 to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.04. Redemption. The Bonds shall not be subject to redemption and pre -payment prior to their stated maturity dates. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints First Trust National Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the 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 Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.06. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal cor- porate trust office a bond register in which the 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 Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggre- gate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. Resolution 94-44 - Continued May 3, 1994 (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the 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 in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or Unauthorized Transfer. When any Bond is pre- sented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instru- ment of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes; and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the 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 destroyed, stolen or lost, the 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 Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the muti- lated, destroyed, stolen or lost 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. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. Resolution 94-44 - Continued May 3, 1994 2.07. Execution, Authentication and Delivery. The Bonds shall be pre- pared under the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. 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 he 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 the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same represen- tative. 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 prepared, executed and authenticated, the Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Form of Bonds. The Bonds shall be printed in substantially the following form: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1994B Rate Maturity Date of Original Issue CUSIP June 1, 1994 REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF GOLDEN VALLEY, COUNTY OF HENNEPIN, MINNESOTA (the Issuer), acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal sum specified above on the maturity date specified above, without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 1995 to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the check or draft by as Bond Registrar, Transfer Agent and Paying Agent the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Resolution 94-44 - Continued May 3, 1994 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 Registrar by manual signa- ture of one of its authorized representatives. IN WITNESS WHEREOF, the Issuer, Bond to be executed on its behalf by the City Manager and has caused this Bond to below. Dated: by its City Council, has caused this facsimile signatures of the Mayor and be dated as of the date set forth CITY OF GOLDEN VALLEY, MINNESOTA (Facsimile Signature City Manager) (Facsimile Signature Mayor) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. , as Registrar By Authorized Representative [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $2,250,000, issued pursuant to a resolution adopted by the City Council on May 3, 1994 (the Resolution), to refund the Issuer's outstanding General Obligation Temporary Tax Increment Bonds, Series 1991C, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 469 and 475. The Bonds are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the 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 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 Issuer 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 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 Issuer and the 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 Issuer nor the Registrar shall be affected by any notice to the contrary. Resolution 94-44 - Continued May 3, 1994 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 preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that the Issuer has established its Taxable General Obligation Tax Increment Refunding Bonds, Series 1994B Bond Fund and has appropriated thereto certain ad valorem tax increments to be received by the Issuer pursuant to an agreement with the Housing and Redevelopment Authority of the Issuer from the Valley Square Redevelopment Project within the Issuer, which tax increments are estimated to be receivable in years and amounts not less than five percent in excess of the amounts required to pay the principal of and interest on the Bonds when due; that if necessary for payment of such principal and interest, ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limita- tion as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. Form of certificate to be printed on the reverse side of 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, County of Hennepin, Minnesota, which includes the within Bond, dated as of the date of original delivery of and payment for the Bonds. (Facsimile Signature City Manager ) (Facsimile Signature Mayor) The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM -- as tenants UTMA........... .................as Custodian in common (Cust) for... ............... under Uniform Transfers (Minor) TEN ENT -- as tenants to Minors Act ...... (State) by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used. Resolution 94-44 - Continued May 3, 1994 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 thereof, with full power of substitution in the premises. Dated: 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 enlargement or any change whatsoever. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Section 3. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the Finance Director shall deposit proceeds of the Bonds aggregating $2,233,125 in the sinking fund established for the Refunded Bonds to be applied to their redemption and prepayment on June 15, 1994. Section 4. Taxable General Obligation Tax Increment Refunding Bonds, Series 1 994B Bond Fund. The Bonds shall be payable from a separate and special Taxable General Obligation Tax Increment Refunding Bonds, Series 1994B Bond Fund (the Bond Fund) of the Issuer, which Bond Fund the Issuer agrees to maintain until the Bonds have been paid in full. If the money in the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds of the Issuer, which other funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund. The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds. Into the Bond Fund shall be paid: (a) all amounts in excess of $2,233,125 received from the Purchaser; (b) the ad valorem tax increments described in Section 5 to be received from the Housing and Redevelopment Authority of the Issuer (the HRA); (c) any ad valorem taxes received pursuant to Section 6; and (d) any other funds appropriated by the Council to the Bond Fund. The moneys on hand in the Bond Fund from time to time shall be used solely to pay the principal of and interest on the Bonds. Section 5. Pledge of Tax Increments. Pursuant to Minnesota Statutes, Section 469.178, subd. 2, the Issuer will enter into an agreement with the HRA whereby the HRA will pay to the Issuer from tax increments generated by the Valley Square Redevelopment Project Area tax increments sufficient, with any other funds appropriated by the Issuer to the Bond Fund, for the payment of the principal of and interest on the Bonds when due. Payments received by the Issuer pursuant to the agreement will be deposited into the Bond Fund. Resolution 94-44 - Continued May 3, 1994 Section 6. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It is hereby determined that the receipts of tax increments pursuant to the agreement described in Section 5 hereof will produce amounts not less than 5%, in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, and therefore no ad valorem taxes are required to be levied at this time. Section 7. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the registered owners of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar 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 Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer 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 so deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required to pay all principal and interest to become due thereon to maturity. Section 8. Certification of Proceedings. 8.01. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and obtain a certificate that the Bonds have been duly entered upon the Auditor's bond register. 8.02. Authentication of Transcript. The officers of the Issuer and the county auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies of all pro- ceedings and records relating to the Bonds and such other affidavits, cer- tificates 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 otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore fur- nished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. 8.03. Redemption of Refunded Bonds. The Clerk is hereby directed to advise First Trust National Association, in St. Paul, Minnesota, as paying agent for the Refunded Bonds, to call the Refunded Bonds for redemption and pre- payment on June 15, 1994, and to give thirty day's mailed Notice of Redemption, substantially in the form attached hereto as Exhibit A, all in accordance with the provisions of the resolution authorizing the issuance of the Refunded Bonds. 8.04. Official Statement. The Official Statement relating to the Bonds, dated April 18, 1994, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Resolution 94-44 - Continued Blair Tremere, Mayor ATTEST: Shirley J. son, City Clerk May 3, 1994 The motion for the adoption of the foregoing resolution was seconded by Member Russell, and upon a vote being taken thereon, the following voted in favor thereof: Johnson, Micks, Russell, Thompson and Tremere; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted, signed by the Mayor and his signature attested by the City Clerk. Resolution 94-44 - Continued May 3, 1994 Exhibit A NOTICE OF REDEMPTION $2,250,000 General Obligation Temporary Tax Increment Bonds, Series 1991C Dated October 1, 1991 City of Golden Valley, Hennepin County, Minnesota Notice is hereby given that all Bonds of the above issue which mature on October 1, 1994, bear interest at the rate of 4.90% and have an assigned CUSIP number of * are called for redemption and prepayment on June 15, 1994. The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds should present them for payment, on or before said date on which date they will cease to bear interest, in the following manner: If by Mail: If by Hand or Overnight Mail: First Trust National Association First Trust National Association Corporate Trust Operations, 3rd Floor Bond Drop Window, 3rd Floor Post Office Box 64111 180 East Fifth Street Saint Paul, Minnesota 55164-0111 Saint Paul, Minnesota 55101 (612) 223-7900 Dated: May 3, 1994. BY ORDER OF THE CITY COUNCIL CITY OF GOLDEN VALLEY, MINNESOTA SHIRLEY NELSON, CITY CLERK IMPORTANT NOTICE In compliance with the Interest and Dividend Compliance Act of 1983 and Broker Reporting Requirements, the Paying Agent is required to withhold 31% unless the Paying Agent is provided with your social security number or employer iden- tification number, properly certified. This Compliance should be fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial Institution. * The Paying Agent shall not be responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness indicated in this notice. It is included solely for convenience of the Holder.