HomeMy WebLinkAboutCity Council Resolution 1984-161After due consideration of the bids, Councilmember Patricia Moen
introduced the following resolution and moved its adoption:
RESOLUTION NO. 84-161
RESOLUTION AWARDING THE SALE OF 57,100,000
GENERAL OBLIGATION TAX INCREMENT BONDS OF 1984
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY:
AND PROVIDING FOR THEIR PAYMENT.
BE IT RESOLVED By the City Council of the City of Plymouth
(City), Minnesota, as follows:
1. Sale of Bonds
1.01 The bid of Dillon, Read & Company, Inc. of New York, New York
(Purchaser) to purchase $7,000,000 General Obligation Tax Increment
Bonds of 1984, (Bonds) of the City described in the notice of sale
thereof is herebv found and determined to be the highest and best bid
received pursuant to duly advertised notice of sale and shall be and
is hereby accepted, such bid being to purchase the Bonds at a price of
$ 6,896,603.75 plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year of Maturity Interest Rate Per
7.00%
1987
7.40%
1988
7.70%
1989
8.00%
1990
8.30%
1991
8.60%
1992
8.75%
1993
8.85%
1994
The sum of $ 51.75 , being the amount bid in excess of
$6,896,552, shall be credited to the Debt Service Fund hereinafter
created. The City Finance Director is directed to retain the good
faith check of the Purchaser pending completion of the sale and
delivery of the Bonds and is directed to return the checks of the
unsuccessful bidders forthwith.
1.02. The City shall forthwith issue and sell the Bonds in
the principal amount of $7,000,000, dated April 1, 1984, the Bonds
being fully registered and issued in the denominations of integral
multiples of $5,000, numbered No. 1 and upward, bearing interest as
above set forth, all interest payable October 1, 1984,and semi—
annually thereafter on April 1 and October 1 in each year, and which
Bonds mature serially on April 1 in the years and amounts as follows:
Year
Amount
Year
Amount
1987
$25,000
1991
$ 25,000
1988
25,000
1992
25,000
1989
25,000
1993
425,000-
1990
25,000
1994
6,425,000.
The City may elect on April 1, 1990, and on any interest pa;nent date
thereafter, to prepay Bonds due on or after April 1, 1991. Redemption
may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, those Bonds remaining unpaid which have the
latest maturity date will be prepaid first. If only part of the Bonds
having a common maturity date are called for prepayment the specific
Bonds to be prepaid will be chosen by lot by the Registrar. A.1.1
prepayments shall be at a price of par and accrued interest.
Section 2. Form: Registration.
2.01. Registered Form. The Bonds shall be issuable only in
fully registered form. The interest thereon and, upon surrender of
each Bond, the principal amount thereof shall be payable by check or
draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond shall be dated
as of the last interest payment date preceding the date of authenti—
cation to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest
payment date to which interest has been paid or made available for
payment, in which case such Bond shall be dated as of the date of
authentication, or (ii) the date of authentication is prior to Octo-
ber 1, 1984, in which case such Bond shall be dated as of April 1.
1984. The interest on the Bonds shall be payable on Oct ier 1 and
April 1 in each year, commencing October 1, 1984, 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.
2.03. Registration. The City shall appoint, and shall maintain,
a bond registrar, transfer agent, authenticating agent and paying
agent (Registrar). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be
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 aggregate principal amount and maturity, as requested by the
transferor. The Registrar mav, however, close the books for
registration of any transfer after the fifteenth day of the month
preceding each interest pavment 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 authen-
ticate 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 anv transfer
or exchange shall be promptly cancelled by the Registrar and
thereafter disposed of as directed by the City.
(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 f-., in its judgment, deems improp-
er or unauthorized.
(f) Persons Deemed owners. The City 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 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 effectual 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 ex-
change of Bonds, 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 data and tenor in exchange and substitution for and upon
cancellation of any such ortilated Bond or in lieu of and in
substitution for any such Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Regis-
trar in connection therewith, and, in the case of a Bond de-
stroyed, stolen or lost, upon filing with the Registrar of
evidence satisfactory to it that such 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 City 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 City. If the mutilated,
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.
2.04. Appointment of Initial Registrar. The City hereby ap-
points Norwest Bank of Minneapolis Minnesota, as the
initial Registrar. The Mayor and the City Manager are authorized to
execute and deliver, on behalf of the City, a contract with said
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 City agrees to pay the
reasonable and customary charges of the Registrar for the services
performed. The City reserves the right to remove the Registrar upon
30 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. On or before each principal
or interest due date, without further order of this Council, the
Finance Director shall transmit to the Registrar moneys sufficient for
the payment of all principal and interest then due.
2.05. Execution, Authentication and Deliverv. The Bonds shall
be prepared under the direction of the Clerk and shall be executed on
behalf of the City by the signatures of the Mayor and the.City Manag-
er, provided that all signatures may be printed, engraved or litho-
graphed 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 such
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 representative. The
executed certificate of authentication on each Bond shall be conclu-
sive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so prepared, executed and
authenticated, the Finance Director shall deliver the same 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.
2.06. Form of Bonds. The Bonds shall be printed in substan-
tially the following form.
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
GENERAL OBLIGATION TAX INCREMENT BOND OF 1984
Date of
Rate Maturity Original Issue CUSIP
April 1, 1984
No
E
KNOW ALL MEN BY THESE PRESENTS that the City of Plvmouth, a duly
organized and existing municipal corporation in Hennepin County, Minnesota
(City), acknowledges itself to be indebted and for value received hereby
promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above, with interest thereon from the date hereof at the annual
rate specified above, payable October 1 and April 1 in each year, com-
mencing October 1, 1984, to the person in whose name this Bond is regis-
tered at the close of business on the 15th 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
Norwest Bank. Minneapolis.
Minnesota, as Bond Registrar,
Authenticating Agent and Paying Agent, 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 City have been and are hereby irrevoc-
ably pledged.
The City may elect on April 1, 1990, and on any interest pavment date
thereafter, to prepay Bonds due on or after April 1, 1991. Redemption may
be in whole or in part of the Bonds subject to prepayment. If redemption
is in part, those Bonds remaining unpaid which have the latest maturity
date will be prepaid first. If only part of the Bonds having a common
maturity date are called for prepayment the specific Bonds to be prepaid
will be chosen by lot by the Registrar. All prepayments shall be at a
price of par and accrued interest.
(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 in 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 Plymouth, Hennepin County, Minnesota,
by its City Council, has caused this Bond to be executed on its behalf by
the facsimile signatures of the Mavor and City Manager and has caused this
Bond to be dated as of the date set forth below.
Dated:
CITY OF PLYMOUTH, MINNESOTA
(facsimile) (facsimile)
City Manager ttayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$7,000,000, all of like original date and tenor, except as to number,
maturity date, interest rate and redemption privilege, issued pursuant to
Resolution No. $4-161 adopted by the City Council on March 26, 1964 (the
Resolution), for the purpose of providing money to finance the public
redevelopment costs of a project (Project) in an Economic Development
Increment Financing District (District) in the City, pursuant to and in
full conformity with the Constitution and laws of the State of Minnesotp,
including Minnesota Statutes, Sections 273.71 to 273.78, the Minnesota Tax
Increment Financing Act, Chapter 472A and is payable primarily frc� tax
increments resulting from increases in assessed valuation of real property
in the Project in the District, but constitutes a general obligation of the
City and, to provide moneys for the prompt and full payment of said
principal and interest as the same become due, the full faith and credit of
the City is hereby irrevocably pledged, and the City Council will levy ad
valorem taxes, if required for such purpose, which taxes may be levied on
all of the taxable property in the City without limitation as to rate or
amount. The bonds of this issue are issued only as fullv registered bonds
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 transferab'e upon the books of the Citv 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 denomina-
tions. 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
maturing on the same date, subject to reimbursement for anv 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.
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 and the home rule charter of the City 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, and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or statuto-
ry limitation of indebtedness.
(Form of certificate to be printed on the reverse side of each Bond,
following a full copy of the legal opinion.)
I certify that the above is z full, true and correct copy of the legal
opinion rendered by bond counsel on the issue of Bonds of the Citv of
Plymouth, Minnesota, which includes the within Bond, dated as of the date
of delivery of and payment for the Bonds.
(Facsimile Signature)
City Clerk
The following abbreviations, when used in the inscription of the
face of this Bond, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cuss) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Gifts to Minors
TT TEN -- as joint tenants with
right of survivorship and Act . . . . . . . .
not as tenants in common (State)
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 kept for 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, with-
out alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national "bank or trust companv or by a
brokerage firm having a memhership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless
the information concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if
the Bonds are held by joint account)
Please insert social security or
other identifying number of assignee
Section 3. Securitv: Pavment.
3.01. The Bonds or additional bonds similarlv authorized
and issued shall be payable from the General Obligation fax Increment
Bonds of 1984 Debt Service Fund (Debt Service Fund) hereby created,
and all tax increments (Tax Increments) from the Tax Increment Financ-
ing District (the District) in which the Economic Development Project
(Project) financed by the Bonds is located received by the City are
hereby irrevocably appropriated and pledged to the Debt Service Fund
to the extent necessary to pay principal of and interest on the Bond.
If any payment of principal or interest on the Bonds shall become due
when there is not sufficient money in the Debt Service Fund to pay the
same, the Finance Director shall pay such principal or interest from
the general fund of the City and such fund may be reimbursed for such
advances out of proceeds of the Tax Increments and taxes when re-
ceived.
3.02. The City has required the execution of a certain Tax
Increment Deficiency Agreement (TIF Agreement) between Citv and
Carlson Properties, Inc. (Company) under which Companv undertakes to
guarantee full and timely payments of principal and interest on the
Bonds. The Mayor and City Manager are au.Sorized and directed to
execute the Tax Increment Deficiency Agreement on behalf of the City
in substantially the form now on file with the City Clerk. The
obligations of Company under the TIP Agreement are further guaraiteed
by a Suretv Bond issued by St. Paul Fire and Marine Insurance Companv.
All payments received by the City pursuant to the TIF Agreement or the
Surety Bond and both of them are hereby pledged to the Debt Service
Fund. The Suretv Bond executed by Suretv now on file with the City
Clerk is satisfactory to the City as contemplated in the Tax Increment
Financing Agreement, dated January 23, 1984, between City and Carlson
Properties, Inc., and is accepted, provided however that the City will
accept a substitute Surety Bond of similar import and tenor if deemed
necessary by the City to comply with the terms of the TIF Agreement
and the Official Statement concerning the Bonds.
3.03. Monies in the Debt Service Fund shall be invested in
the manner required by Minnesota Statutes, Section 475.66, provided
that all investments shall be in securities listed below.
AAA
1. Obligations of, or guaranteed as to principal and interest
by, the United States or any agency or instrumentalitv
thereof when such obligations are backed by the full faith
and credit of the United States.
2. Federal Home Loan Mortgage Corporation (FHLMC) and Farm
Credit Banks (Federal Land Banks, Federal Intermediate
Credit Banks and Banks for Cooperatives) participation
certificates and senior debt obligations.
3. Federal National Mortgage Association's (FNMA) mortgage
backed securities and senior debt obligations.
4. Student Loan Marketing Association (Sallie Mae) letter of
credit backed issues and senior debt obligations.
5. Federal funds, certificates of deposit, time deposits and
bankers' acceptances (having original maturities of not more
than 365 days) of any bank the debt obligations of which
(or, in the case of the principal bank in a bank holding
companv, debt obligations of the bank holding company) have
been rated "A-1+".
6. Commercial paper (having original maturities of not more
than 365 days) rated "A-1+1'.
7. Obligations rated "AAA" (or those investments specified in
(2) above with banks which have debt obligations rated
"AAA„).
S. Deposits which are fully insured by FSLIC or FDIC.
9. Repurchase agreements from any AAA rated institution.
10. Repurchase agreements with financing institutions insured by
the Federal Deposit Insurance Corporation or the Federal
Savings and Loan Insurance Corporation provided: 1) the
collateral is at a level acceptable to S b P, 2) the trustee
or a third party acting solely as agent for the tyrustee has
possession 3) the trustee has a perfected first security
interest in the collateral 4) collateral is free and clear
of third party leins 5) failure to maintain the requisite
collateral percentage in (1) above will require trustee to
liquidate the collateral.
AA
1. Obligations of, or guaranteed as to principal and interest
by, the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith
and credit of the United States.
3.04. It is further determined that the estimated col-
lection of Tax I-.crements and other revenues hereby pledged to the
payment of the Bonds will produce at least five percent in excess of
the amount needed to meet, when due, the principal and other revenues
and interest payments on the Bonds and that no tax levy is needed at
this time.
Section 4. Authentication of Transcript.
4.01. The City Clerk shall obtain a copy of the proposed
approving legal opinion of LeFevere, Lefler, Kennedy, O'Brien 6 Drawz,
a Professional Association, Minneapolis, Minnesota, which shall be
complete except as to dating thereof and shall, if requested by the
Purchaser, cause said opinion to be printed on each Bond, together
with a certificate to be signed by the facsimile signature of the City
Clerk in substantially the form stated above. The City Clerk Director
is hereby authorized and directed to execute such certificate in the
name of the City upon receipt of such opinion and to file the opinion
in the City offices.
4.02. The officers of the Citv are herebv authorized and
directed to prepare and furnish to the Purchaser and to the attorneys
approving the same, certified copies of proceedings and records of the
City relating to the Bonds and to the financial condition and affairs
of the City, and such other certificates, affidavits and transcripts
as may be required to show the facts within their knowledge or as
shown by the books and records in their custody and under their
control, relating to the validity and marketability of the Bonds and
such instruments, including any heretofore furnished, shall be deemed
representations of the City as to the facts stated therein.
4.03. The Mayor, City Manager and Finance Director are
herebv authorized and directed to certifv that they have examined the
Official Statement, dated March 9, 1984, and subsequent correction
thereto, prepared and circulated in connection with the issuance and
sale of the Bonds and that to the best of their knowledge and belief
said statement is a complete and accurate representation of the facts
and representations made therein as of the date of the Official
Statement as it relates to the Citv.
4.04. The City Clerk is authorized and directed to file a
certified copy of this resolution with the Director of Property
Taxation of Hennepin County, and to obtain the certificates required
by Minnesota Statutes, Section 475.63.
The motion for the adoption of the foregoing resolution was
duly seconded by Councilmember Neils and upon vote
being taken thereon, the following voted in favor:
Neils, Moen, Schneider, Crain
and the following voted against: None
whereupon said resolution was declared duly passed and adopted.
SCHEDULE OF PRINCIPAL AND INTEREST PAYMENTS
$7,009,000 G.O. TAX INCREMENT BONDS OF 1984
CITY OF PLYMOUTH, MINNESOTA
PAGE 1
DATE PRINCIPAL RATE INTEREST
10/1/1984
4/1/1985
10/1/1985
4/1/1986
10/1/1986
4/1/1987
25,000
10/1/1987
4/1/1988
25,000
10/1/1988
4/1/1989
25,000
10/1/1989
4/1./1990
25,000
10/1/1990
4/1/1991
25,000
10/1/1991
4/1/1992
25,000
10/1/1992
4/1/1993
425,u.^,n
10/1/1993
4/1/1994
6,425,000
7.000
7.400
7,700
8.000
8.300
8.600
8 750
8.850
308,775.00
308,775.00
308,775.00
308,775.00
308,775.00
308,775.00
307,900.00
307,900.00
306,975.00
306,975.00
306,012.50
306,012.50
305,012.50
305,012.50
303,975,00
303,975.00
302,900.00
302,900.00
284,306.25
284,306.25
TOTAL, P.EGISTRPR FEES
308,775.00
308,775.00
308,775.00
308,775.00 -----------
308,775.00 -----------
333,775.00 --------------
307,900.00
332,900.00 __--------___
306,975.00
331,975.00
306,012.50
331,012.50
--------------
305,012.50
330,012.50
--------------
303,975.00
328,975.00
302,900.00
727,900,00
284,306.25 ---_.—__--------
6,709,306.25 ______________
TOTALS 7,000,000 6,086,812.50 13,086,812.50
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) Ss.
CITY OF PLYMOUTH )
I, the undersigned, being the duly qualified and acting
Clerk of the City of Plymouth, Minnesota do hereby certify that I have
carefully compared the attached and foregoing extract of minutes of a
special meeting, of the City Council held on Monday, March 261984, with
the original thereof on file in my office and the same is a full, true
and complete transcript therefrom insofar as the same relates to the
issuance and sale of $7,000,000 General Obligation Tax Increment Bonds
of 1984, of the City.
WITNESS My hand as Clerk and the corporate seal of the City
this day of , 1984.
City Clerk
City of Plymouth, Minnesota
(SEAL)