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94-45 - 05-03 Issue $3,000,000 General Obligation Tax Increment Bonds Series 1994CResolution 94-45 May 3, 1994 Member Russell introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $3,000,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1994C 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. 94-19 duly adopted on March 22, 1994, this Council authorized the sale of its General Obligation Tax Increment Bonds, Series 1994C in the principal amount of $3,000,000 (the Bonds), the pro- ceeds of which would be used, together with any additional funds of the Issuer which might be required, to finance improvements to Winnetka Avenue (the Improvements) in the Valley Square Redevelopment Project. 1.02. Sale. Bids have been received in accordance with Resolution No. 94-19 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 Cronin & Company, Incorporated of Minneapolis, Minnesota, and associates (the Purchaser), to purchase the Bonds at a price of $2,981,400.00 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 denomina- tion 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: Year Amount Rate 1995 410,000 3.20% 1996 385,000 4.00 1997 425,000 4.30 1998 490,000 4.50 1999 580,000 4.75 2000 710,000 4.90 Resolution 94-45 - Continued May 3, 1994 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 prepayment 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 corporate 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. (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. Resolution 94-45 - Continued May 3, 1994 (e) Improper or Unauthorized Transfer. When any Bond is presented 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 instrument 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 mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accor- dance 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. 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 Resolution 94-45 - Continued May 3, 1994 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 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1994C 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 principal hereof are payable in lawful money of the United States of America by 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. 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 signature of one of its authorized representatives. Resolution 94-45 - Continued IN WITNESS WHEREOF, the Issuer, Bond to be executed on its behalf by the City Manager and has caused this Bond to below. Dated: May 3, 1994 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 within. This is one of the Bonds delivered pursuant to the Resolution mentioned .31 [Reverse of the Bonds] as Registrar Authorized Representative This Bond is one of an issue in the aggregate principal amount of $3,000,000, issued pursuant to a resolution adopted by the City Council on May 3, 1994 (the Resolution), to provide funds to finance certain public street improvements, 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 over- due 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. 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 Resolution 94-45 - Continued May 3, 1994 established its General Obligation Tax Increment Bonds, Series 1994C 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 in 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 pro- perty in the Issuer, without limitation 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 deli- very, 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 for.... ... ... in common (Cust) (Minor) under Uniform Transfers to Minors Act .... (State) TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common 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 consti- tutes 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 enlarge- ment or any change whatsoever. Resolution 94-45 - Continued May 3, 1994 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. Security Provisions. 3.01. General Obligation Tax Increment Bonds, Series 1994C Construction Fund. There is hereby established on the official books and records of the Issuer a General Obligation Tax Increment Bonds, Series 1994C Construction Fund (the Construction Fund). To the Construction Fund there shall be credited from the proceeds of the Bonds the sum of $2,977,500 and from the Construction Fund there shall be paid all costs and expenses of the Improvements. After payment of all Improvement costs, the Construction Fund shall be discontinued and any Bond proceeds remaining therein shall be transferred to the General Obligation Tax Increment Bonds, Series 1994C Bond Fund. 3.02. General Obligation Tax Increment Bonds, Series 1994C Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the General Obligation Tax Increment Bonds, Series 1994C Bond Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund (a) any amounts received from the Purchaser in excess of $2,977,500; (b) the ad valorem tax increments described in Section 3.03 to be received from the Housing and Redevelopment Authority of the Issuer (the HRA); (c) the ad valorem taxes described in Section 3.04; and (d) any excess Bond proceeds as described in Section 3.01 and any other funds appropriated to the Bond Fund by the Council. The moneys on hand in the Bond Fund from time to time shall be used solely to pay the prin- cipal of and interest on the Bonds. 3.03. 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 in the Issuer 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. 3.04. 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 3.03 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. Resolution 94-45 - Continued May 3, 1994 Section 4. 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 or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity. Section 5. Certification of Proceedings. 5.01. 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. 5.02. Authentication of Transcript. The officers of the Issuer and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affi- davits, 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 otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. 5.03. 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. Section 6. Tax Covenants and Arbitrage Matters. 6.01. Restrictive Action. The Issuer covenants and agrees with the registered owners 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 payable on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code) and applicable Treasury Regulations (the Regulations), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includible in gross income of the recipient under the Code and the Regulations. The Issuer repre- sents and covenants that the proceeds of the Bonds will be used to finance public improvements owned and maintained by the Issuer and available for use by members of the general public on a substantially equal basis. So long as the Bonds are outstanding, the Issuer will not enter into any lease, use agreement or other agreement or contract respecting said improvements which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pur- suant to the provisions of Section 141 of the Code. Resolution 94-45 - Continued May 3, 1994 6.02. Arbitrage Certification. The Mayor and Clerk being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code, and Section 1.148-2(b) 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. 6.03. Rebate. The Issuer acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. In furtherance of the foregoing, the Mayor and City Manager are hereby authorized and directed to exe- cute a Rebate Certificate, in the form prescribed by Bond Counsel, and the Issuer hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. ATTEST: Shirley J. a son, City Clerk Blair Tremere, Mayor 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: 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.