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HomeMy WebLinkAboutCity Council Resolution 1990-232After due consideration of the bids, Member Vasi 1 iau then introduced the following written resolution and moved its adoption the reading of which had been dispensed with by unanimous consent: RESOLUTION NO. 90-232 A RESOLUTION AWARDING THE SALE OF $1,350,000 GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS, SERIES 1990; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE 1T RESOLVED By the City Council of the City of Plymouth, Hennepin County, Minnesota (City) as follows: Section 1. Sale of Bonds. 1.01. The bid of Perk Investment corporation (Purchaser) to QQuurrehase $1,350,000 Genes ga on a a: eremen—t , series logo (Bonds) of the City described in the Official Notice of Bale Terms of Offering thereof is found and determined to be the highest and bast bid received pursuant to duly advertised notice of sale and is accepted, the bid being to purchase the Bonds at a price of $1,3331681-25 plus accrued interest to date of delivery, for Bonds bearing Interest as rollowis Year of Maturity Interest Rate 1994 8.901 1995 8.90% 1096 8.90% 1997 8.90% 1998 8.90% 1999 8.90% Not effective interest rates 9.0834% 1.02. The sum of $ 3,931.25 being the amount bid by the Purchaser In excess of $1,329,750 will be credited tote 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 of the Bonds, and to return the good faith checks of the unsuccessful bidders forthwith. The Mayor and City Manager are directed to execute a contract with the purchaser on behalf of the City. 1.03. The City will forthwith issue and sell the Bonds in the total principal amount of $1,350,000 originally dated April 16, 1990, in the denomination of $5,000 . each or any integral multiple thereof, numbered No. R-1, upward, bearing Interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: Year Amount 1994 9 150,000 1995 2000000 19% 225,000 Year Amount 1997 $ 250,000 1998 250,000 1999 275,000 1.04. Optional Redemption. The City may elect on February 1, 1996 and on any Interest payment date thereafter to prepay Bonds maturing on or after August 1, 1997. 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 payments will be at a price of par plus accrued interest. Section 2. anistration and Payment. 2.01. Metered Porm. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Pj tesl Interest Pa ment Dates. Each Bond will be dated as of the last Interest payment date preceding* the date of authentication 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 es of the date of authentication, or (ii) the date of authentication is prior to the first Interest payment date, in which case such Bond will be dated as of the date of original issue. The Interest on the Bonds is payable on August i and February 1 of each year, commencing August 1, 1990, to the owner of record thereof as of the close of business on the fifteenth day of the immedi- ately preceding month, whether or not such day Is a business day. 2.03. Registration_ The City will 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 are as follows: (a) i ter. The Registrar must keep at its principal corporate trust office a bond reg eter in which the Registrar provides 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 a 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 duty authorized by the registered owner In writing, the Registrar will 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 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. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a Ilk* aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney In writing. or (d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Un uthorized Tr nsfer. When a Bond is presented to the Registrar for transfer, the Registrar may re use to transfer the Bond until the Registrar Is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will 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 City and the Registrar may treat the person in one name a Bond Is registered In the bond register as the absolute owner of the Bond, whether the Bond is 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 payments so made to a registered owner or upon the owner's order will 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 a transfer or exohange 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 the transfer or exchange. (h) Mutilated, Lot Stolen or Destroyed Bonds. If a Bond becomes mutilated or s destroys , stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a 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 and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must 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 is not necessary to issue a new Bond prior to payment. (1) Redem ti n. In the event any of the Bonds are called for redemp- tion, notice thereo Identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address • shown on the registration books kept by the Registrar and by publishing the notice in the manner required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 3.04. Appointment of Initial i r r. The City hereby appoints the Finance Director of the ty of Plymouth, Minnesota, as the initial Registrar. in the event the Bonds are no longer registered in the name of a securities depository as provided in Section 3 the Finance Director may continue as Registrar or the Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with a Successor 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. 2.08. Ex$oution, Authentication and Delive The Bonds will be prepared under the direction of the Clerk and executed on behal of the City by the signatures of the Mayor and the Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not 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 representative. The executed certificate of authentication on each Bond is conclusive 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 upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver In lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity In a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. The Bonds will be printed in substantially the following forms Face of the Bond UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF PLYMOUTH GENERAL OBLIGATION TAXABLE TAX INCREMENT BOND, SERIES 1990 Date of Rate Maturity Original Issue CUSIP April le, 1990 No. The City of Plymouth, Minnesota, 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 Cede do Co. or registered assigns, the principal sum of $ 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 August i and February i in each year, com- mencing August 1, 1990, 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 immedi- ately 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 the Finance Officer of the City of Plymoyth, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating 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 Irrevocably pledged. The City may elect on February Is 1999, and on any Interest payment date thereafter, to prepay Bonds of this Issue maturing on or after February 1, 1997. 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 plus accrued interest. Additional provisions of this Bond are contained on the reverse hereof and such provisions for all purposes have the same effect as though fully set forth in this place. This Bond is not valid or obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has 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 Mayor 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 Mayor 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 $1,350,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and Interest rate, all issued pursuant to a resolution adopted by the City Council on April 29 1990 (the Resolution), for the purpose of providing money to aid In financing the public development costs In a Development District (District) In the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, Including Minnesota Statutes, Sections 469.174 through 489.1790 the Minnesota Tax Increment Financing Act, and Minnesota Statutes Section 469.124 through 489.129, and and the principal hereof and Interest hereon are payable primari- ly from tax Increments resulting from increases In taxable valuation of real property In a Tax Increment Financing District (TIP District) within the District as set forth In the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxep on all taxable property in the City in the event of any deficiency of tax Increments pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are Issued only as fully 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 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 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 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 paymelt -and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFI&D, 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 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 statutory or charter 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 a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Plymouth, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile SI ature City Clerk CERTIFICATE OF REGISTRATION (For use if Finance Director Is Registrar) This Bond has been registered as to principal and interest In the name of the Registered Owner specified above on the registration books of the City of Plymouth, Minnesota. 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 applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian In common (Cult) (Minor) TEN ENT --as tenants by entireties under Uniform Gifts or Transfers to Minors JT TEN -- as joint tenants with right of survivorship and not as tenants in Act ............. 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. Dateds Notice:The assignor's signature to this name as it appears upon the face of the alteration or any change whatever. Signature Guaranteed: assignment must correspond with the within Bond in every particular, without Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm hiving a membership 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 this Bond is held by joint account.) Please Insert social security or other Identifying number of assignee 3.03. The City Clerk is directed to obtain a copy of the proposed approving legal opinion of Holmes & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and shall cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the Clerk In substantially the form set forth in the form of Bond. The Clerk is 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. 3.03. Book-Entnt Svettma Lim—Redtin of City. The Bonds shall be initially issued In the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial issuance, the ownership of each such Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (DTC). Except as otherwise provided In this Section 3 hereof, all of the outstanding Bonds shall be registered In the registration books kept by the Bond Registrar in the name of Cede do Co., as nominee of DTC. 3.04. Payments: 'Transfers. With respect to Bonds registered In the registration books kept by the Bond Registrar in the name of Cede do Co., as nominee of DTC, the City, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the Participants) or to any other person on behalf of which a Participant holds an Interest in the Bonds, including but not limited to any responsibility or obligation with respect to (I) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership Interest in the Bonds (ii) the delivery to any Participant or any other person other than a registered owner of Bonds, as shown by the registration books kept by the Bond Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, or any amount with respect to principal of, premium, if any, or Interest on the Bonds. The City, the Bond Registrar and Paying Agent may treat and consider the person In whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective Registrar, and all such payments shall be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, If any, or Interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Bond evidencing the obligation of the City to make payments of principal, premium, if any, or interest pursuant to this Bond Resolution. Upon delivery by DTC to the Finance Officer of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede k Co., and the words "Cede & Co.," shall refer to such now nominee of DTC; and upon receipt of such a notice, the Finance Director shall promptly deliver a copy of the same to the Bond Registrar and Paying Agent, If the Bond Registrar or Paying Agent is other than the Finance Officer. 3.05. Revresentation Letter. The form of Representation Letter proposed to be submitted to DTC, which to on file with the Finance Director and presented to this meting, Is hereby approved, and the Finance Director is authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not inconsistent with law as the Finance Director and the City Attorney may approve, which approval shall be conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds shall agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Bond Registrar and Paying Agent, respectively, to at all. times be complied with. 3.06. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Counc 1, determines that it Is In the best interests of the persons having beneficial Interest in the Bonds that they be able to obtain Bond certificates, the City shall notify DTC, whereupon DTC shall notify the Participants, of the availability through DTC of Bond certificates. In such event the City shall issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City shall issue and the Bond Registrar shall authenticate Bond certificates In accordance with this Bond Resolution and the provisions hereof shall apply to the transfer, exchange and method of payment thereof. 3.07. EamInts to Cede do Co. Notwithstanding any other provision of this Bond Resolution to the contrary, so long as any Bond is registered in the name of Cede do Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided In the Representation Letter. Section 4. payments Security. 4.01. The Bonds are payable from the General Obligation Taxable Tax Increment Bonds, Series 1990 Debt Service Fund (Debt Service Fund) hereby created, and so much of the tax increments (Tax Increments) received by the City from Tax Increment Financing District 7-1 (TIF District) in which the activity financed by the Bonds is located as are necessary for the payment of principal and interest on the Bonds are pledged to the Debt Service Fund. If any payment of principal or Interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of Tax Increments when received. There is appropriated to the Debt Service Fund all capitalized interest financed from Bond proceeds, if any, any amount over the minimum purchase price of the Bonds paid by the Purchaser and all accrued interest paid by the Purchaser upon closing and delivery of the Bonds. 4.02. It Is hereby determined that the estimated collection of Tax Increments for payment of principal and interest on the Bonds will produce at least five percent In excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.03. The City Clerk 1s authorized and directed to file a certified copy of this resolution with the Director of Property Taxation of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.03. . Section S. Authentication of Transcript. 5.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, 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, may be deemed representations of the City as to the facts stated therein. 5.02. The Mayor and City Manager are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. The motion for the adoption of the foregoing resolution was duly seconded by Member Zitur , and upon vote being taken thereon, the following voted in favor thereof: Members Helliwell, Ricker, Vasil iou and Zitur ' and the following voted against the same: None. Mayor Bergman, absent. whereupon said resolution was declared duly passed and adopted. 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, Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular special maeting of the City Council of the City held on April 20 1990 with the original minutes on file In my off fee and the extract is a full, true and correct copy of the minutes insofar as they relate to the Issuance and sale of $1,350,000 General Obligation Taxable Tax Increment Bonds, Series 1990 of the City. WITNESS My hand officially as such Clerk and the corporate seal of the City this _3 r day of 11 , 19 90. City Clerk Plymouth, Minnesota (SEAL)