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HomeMy WebLinkAboutCity Council Resolution 1995-722e ( CITY OF PLYMOUTH, MINNESOTA RESOLUTION NO. 95 - 722 AUTHORIZING AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR $7,665,000 GENERAL OBLIGATION TAX INCREMENT BONDS SERIES 1995B BE IT RESOLVED BY TIRE CITY COUNCIL (THE "COUNCIL') OF THE CITY OF PLYMOUTH, MINNESOTA (THE "ISSUER') AS FOLLOWS: Section 1. Award of Sale: Terms of Bonds. 1.01 The Issuer intends to issue its $7,665,000 General Obligation Tax Increment Bonds Series 1995B (the "Bonds") for the purpose of financing the construction of public improvements within Development District No. 7 in the City of Plymouth in accordance with Minnesota Statutes, Section 469.178, subd. 2. In accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9), the Issuer has retained an independent financial advisor and has determined to sell the Bonds in a private negotiated sale and without advertisement for bids. IM The Issuer hereby accepts the offer of Dain Bosworth Incoroorated (the "Purchaser") to purchase the Bonds in accordance with the terms of this Resolution at a price of $ 7,656.4,14.0 plus accrued interest to the date of delivery, the Bonds to bear interest at the rates per annum as follows: Year of Interest Maturity &M 1997 4.00% 1998 4.00% 1999 4.10. The City Finance Director is directed to retain the good faith check of the Purchaser, if any, pending delivery of and payment for the Bonds. 1jQA The Issuer shall issue the Bonds in the aggregate principal amount of $7,665,000 dated December 1, 1995, as filly registered bonds without coupons. The Bonds shall be in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount of a single maturity, shall be numbered from R•1 upwards in order ( of issuance and shall bear interest at the rates set forth above, payable February 1, 1996, and semiannually thereafter on each February 1 and August 1, and shall mature on February 1 in the years and amounts as follows: Lj • Year Amount 1997 $29465,000 1998 21550,000 1999 2,650,000 Bonds issued in exchange for Bonds shall be dated as of the date of authentication thereof and shall bear interest from the date to which interest due and payable has been paid in full on the Bonds surrendered, except that Bonds issued upon a transfer or exchange prior to the first interest payment date shall be dated as of December 1, 1995 LU The Bonds shall be payable as to principal at the office of the Finance Director of the Issuer (the "Registrar"), or at the office of such other successor registrar as the Issuer may hereafter designate upon 60 days' mailed notice to the registered owners. If the stated maturity date for payment of principal of any Bonds shall not be a business day, then such payment shall be made on the next succeeding business day with the same force and effect as if made on the stated maturity, and without additional interest accruing thereon for the period after such stated maturity. Interest on each Bond shall be payable by check or draft of the Registrar mailed the last business day prior to the interest payment date to the registered holder thereof at his or her address as it appears on the bond register at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding the interest payment date. For purposes of this resolution "business day" shall mean any day other than a day on which banks in the City of Minneapolis, Minnesota are authorized to be closed Section 2. Fort and Execution of Bond. LU The Bonds shall be in substantially the form as set forth in Exhibit A hereto, with the necessary variations as to number, CUSIP Number, rate of interest and date of maturity, the blanks to be properly filled in. JU As long as any of the Bonds issued hereunder shall remain outstanding, the Issuer shall cause to be kept at the principal office of the Regist-ar the Register in which, subject to such reasonable regulations as the Registrar may prescribe, the Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds. The Finance Director of the Issuer is hereby appointed Registrar, Transfer Agent and Paying Agent with respect to the Bonds. Upon surrender for transfer of any Bond with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his duly authorized attorney, and upon payment of any tax, fee or other govern .ental charge required to be paid with respect to such transfer, the Issuer shall execute and the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Any Bonds, upon surrender thereof at the office of the Registrar, may at the option of the registered owner thereof, be exchanged ..2_ 0 for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging or transferring fully registered Bonds is exercised, the Issuer shall execute and the Registrar shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Issuer or the Registrar incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. Each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 2M. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Bonds for which such Bond was exch.,1ged) is registered at the close of business on the preceding January 15 or July 15, as the case may be. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date shall forthwith cease to be payable to the registered owner on the relevant regular record date solely by virtue of such owner having been such owner; and such defaulted interest may be paid by the Issuer to the person in whose name such Bond is registered at the close of business on a special record date established by the Registrar for the payment of such defaulted interest. Subject to the foregoing provisions of this paragraph, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. L 4 As to any Bond, the Issuer and the Registrar and their respective successors, each in its discretion, may deem and treat the person in whose name the same for the time being shall be registered as the absolute owner thereof for all purposes and neither the Issuer nor the Registrar nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as -Above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. ( LU If (i) any mutilated Bond is surrendered to the Registrar, or the Issuer and the Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is celivered to the Issuer and the Registrar such security or •3- 0 indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the issuer or the Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this subsection, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Every new Bond issued pursuant to this subsection in lieu of any destroyed, lost, or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of ;his Resolution equally and proportionately with any and all other Bonds duly issued liereunder. The provisions of this section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of muti!hted, destroyed, lost, or stolen Bonds. JA (a) Notwithstanding the other provisions of this Resolution regarding registration, ownership, transfer, payment and exchange of the Bonds, unless the Issuer determines to permit the exchange of book -entry only bonds for certificates in the denominations provided in section 1.04, the Bonds shall be issued in denominations of the entire principal amount of a particular maturity ("Depository Bonds"), registered in the nominee name of The Depository Trust Company, New York, New York, its successors and assigns, or a substitute depository as provided below (the "Depository"). So long as the Bonds are held by the Depository, the Registrar shrill comply with the provisions of the Blanket Letter of Representations executed and delivered to the Depository. (b) Upon (i) a determination by the Issuer that the Depository is no longer able to carry out its functions or is otherwise determined unsatisfactory by the Issuer in its sole discretion, or (ii) a determination by the Depository that the Bonds are no longer eligible for its depositary services, or (iii) a determination by the Registrar that the Depository has resigned or discontinued its services for the Bonds, the Issuer shall either (a) designate a substitute depository in accordance with paragraph (d) below, or (b) provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 1.04. (c) If the Issuer determines to provide for the exchange of Depository Bonds for Bonds in the denominations provided in Section 1.04, the Issuer shall so notify the Registrar and shall provide the Registrar with a supply of executed unauthenticated bonds to be so exchanged. The Registrar shall thereupon notify the owners of the Bonds and provide for such exchange. -4. ( (d) Any substitute depository shall be a "clearing corporation" as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and shall be a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended. The substitute depository shall provide for (i) immobilization of the Depository Bonds, (ii) registration and transfers of beneficial ownership of interests in the Depository Bonds by book entries made on records of the Depository and participating entities, and (iii) payment of principal of, premium, if any, and interest on the Depository Bonds to the beneficial owners thereof through its participating entities. (e) With respect to Depository Bonds, the Registrar, Transfer Agent and Paying Agent shall have no responsibility or obligation to any broker-dealers, banks and other financial institutions from time to time for which the Depository holds Bonds as securities depository (the "Participants"), or to any other person on behalf of whom 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 th. l� Depository 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 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, of any amount with respect to principal of, premium, if any, or interest on the Bonds. Section 3. Execution and Delivery. 3&1 The Bonds shall be executed by the respective manual or facsimile signatures of the Mayor and City Manager of the Issuer as set forth in the form of Bond. The seal of the Issues shall be omitted from the Bonds as permitted by law. When said Bonds shall have been duly executed and authenticated by the Registrar in accordance with this Resolution, the same shall be delivered to the Depository upon payment of the purchase price, and the receipt of the Finance Director of the Issuer delivered to the Purchaser thereof shall be a full acquittance; and the Purchaser shall not be bound to see to the application of the purchase money. The Bonds shall not be valid for any purpose until authenticated by the Registrar. LU The Official Statement relating to the Bonds, on file with the City Clerk at the time of this meeting, is hereby approved. If such officers find the same to be accurate, the Mayor and City Manager are authorized and directed to furnish to the Purchaser at the closing a certificate stating that, to the best knowledge of such officers, the Official Statement does not, at the date of closing, and did not, at the time of sale of the Bonds, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. I 3M Unless litigation shall have been commenced and be pending questioning the Bonds, revenues pledged for payments of the Bonds, or the organization of the Issuer or incumbency of its officers, at the closing, the Mayor and the City Manager of -5- the Issuer shall execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and a certificate as to payment for and delivery of the Bonds, together with the arbitrage certificate referred to below and the approving legal opinion of Best & Flanagan, Professional Limited Liability Partnership as to the validity and enforceability of the Bonds and the exclusion of interest on the Bonds from gross income for purposes of federal and Minnesota income taxation. Section 4. Use of Proceeds. 441 The proceeds of the Bonds are irrevocably appropriated for the purposes set forth herein for the construction of public improvements located within the District, as defined below. The City Finance Director is hereby authorized and directed, simultaneously with the delivery of the Bonds, to create a separate fund designated the "Construction Fund" and to deposit $7,626,675 from the proceeds of the Bonds into the Construction Fund and $27,799 from the proceeds of the Bonds in the Debt Service Fund created in Section 5.01 below, and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.66. On December 1. 1997, amounts remaining under the Construction Fund shall be transferred to the Debt Service Fund established in Section 5.01 hereof. Section 5. Debt Service Fund and Tax Levies. = All of the Bonds shall be payable from a separate "Series 1995B Bond Debt Service Fund" (the "Debt Service Fund") which shall be created and maintained on the books of the Issuer until the Bondr, and all interest thereon, are fully paid. All excess amounts under the Construction Fund transferred pursuant to Section 4.01 hereof, and so much of the tax increments ("Tax Increments") received by the Issuer from thirteen tax increment financing districts ("TIF Districts") all within Development District No. 7 (the "District") 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 and interest from the general fund of the Issuer, 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. LU 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. LU In order to ensure compliance with the Internal Revenue Code of 1986, as amended (the "Code") , and applicable regulations, the Finance Director of the Issuer, upon allocation of any funds to the Debt Service Fund, shall ascertain the balance then on hand in the Debt Service Fund. If it exceeds the amount of principal and interest on -6- the Bonds to become due and payable through February 1 next following, plus a reasonable carryover equal to not more than 1/12th of the debt service due in the following bond year, said excess shall (unless an opinion is otherwise received from bond counsel) be used to purchase Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Code. Section 6. Miscellaneous. §M The Issuer covenants and agrees with the Purchaser and holders of the Bonds that the investment of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds which are considered proceeds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Code and any regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the forgoing findings and covenants. the Issuer hereby certifies that it is not expected that the procEcds of the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under Section 148 of the Code and any regulations thereunder. The Mayor and City Manager shall furnish an arbitrage certificate to the Purchaser embracing or based on the foregoing certification at the time of delivery of the Bonds to the Purchaser. The proceeds of the Bonds will likewise be used in such manner that the Bonds are not private activity bonds under Section 141 of the Code. &02 The Issuer hereby designates the bonds as "Qualified Tax -Exempt Obligations" within the meaning of Section 265(b) of the Code. With respect to such designation, the Issuer covenants that it does not reasonably anticipate issuing governmental or qualified 501(c)(3) obligations in an aggregate amount greater than $10,000,000 in calendar year 1995. 6.03 The City Clerk is hereby authorized and directed to certify a copy of this Resolution and to cause the same to be filed in the office of the Hennepin County Director of Property Taxation, together with such other information as such officer may require, and to obtain from such officer a certificate that the Bonds have been entered upon his bond register. ¢Q4 The Issuer covenants that it will file with the Internal Revenue Service the information required under Section 149(e) of the Code. §,Q3 In order to comply with the requirements of the Securities Exchange Commission Rule 15c2-12 regarding the obligation of the Issuer to provide for the continuing disclosure of financial information regarding the Issuer at the time of issuance of the Bonds the officers of the Issuer are authorized and directed to execute and deliver the Continuing Disclosure Certificate with respect to the Bonds in substantially the form set forth in Appendix II to the Official Statement, dated November 8, 1995, with respect ( to the Bonds. The covenants, agreements and representations contained in the Continuing Disclosure Certificate are hereby incorporated by reference as if the Continuing Disclosure Certificate was set forth in this resolution in its entirety. -7. L fia The Issuer hereby represents that, pursuant to the provisions of Treasury �. Regulations, Sections 1.148-8 and 1.148-7[(d) or (e)], the Bonds will be treated as meeting the arbitrage rebate requirements of Section 148(f)(2) of the Code. §M The officers of the Issuer are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of all proceedings and records of the Issuer relating to the power and authority of the Issuer to issue the Bonds within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certificates shall be deemed representations of the Issuer as to the facts stated therein. Adopted this 21:t day of November, 1995. Attest: /8/ Laurie F. Ahrens City Clerk *45505057SIm"Mro No. R - EXHIBIT A (Form of Bonds) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF PLYMOUTH GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 199SB Nominal Date of 8hL Maturity Original Issue CUSIP December 1, 1995 Registered Owner: Principal Amount; The City of Plymouth, Minnesota (the "City"), for value received, hereby certifies that it is indebted and hereby promises to pay to the Registered Owner specified above or registered assigns, the principal amount specified above on the maturity date specified above, uron the presentation and surrender hereof, and to pay to the registered owner hereof interest on such principal sum at the interest rate specified above from December 1, 1995 or from the most recent interest payment date to which interest has been paid or duly provided for as specified below, on February 1 of each year, commencing February 1, 1996, until said principal sum is paid. Principal is payablo in lawful money of the United States of America at the office of the Finance Director of the City, as Registrar, Transfer Agent and Paying Agent, or at the offices of such successor agent as the City may designate upon 60 days notice to the registered owners at their registered address (the "Registrar"). Interest shall be paid on each February 1 and August 1 by check or draft of the Registrar mailed the last business day prior to the interest payment date to the person in whose name this Bond is registered at the close of business on the preceding January 15 or July 15 (whether or not a business day) at his or her address set forth on the bund register maintained by the Registrar. Any such interest not punctually paid or provided for will be paid to the person in whose name this Bond is registered at the close of business on a special record date established by the Registrar for the payment of such defaulted interest, This Bond is one of a series of Bonds in the aggregate principal amount of Seven Million Six Hundred Sixty -Five Thousand Dollars ($7,665,000 ) of like date and tenor except for number, interest rate, denomination, and date of maturity, and is issued for the purpose of providing funds to finance the public development costs in a Development District (the "District") within the City, and is issued pursuant to an authorizing resolution (the "Resolution") adopted by the City Council of the City on November 21, 1995, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.179, the Minnesota Tax Increment Financing Act, and Minnesota Statutes, Sections 469.124 through 469.129. The principal hereof and interest hereon are payable primarily from tax increments resulting from increases in valuation of real property in thirteen Tax Increment Financing Districts (the "TIF Districts") 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 taxes 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 issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any one year. As provided in the Resolution and subject to certain limitations therein set forth, the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds of this series of a different authorized denomination, as requested by the registered owner or his duly authorized attorney, upon surrender thereof to the Registrar. As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City kept for that purpose at the principal office. of the Registrar, by the registered owner hereof in person or by such owner's attorney duly authorized in writing, upon presentation of a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or such owner's dully authorized attorney. Upon such transfer and the payment of any tax, fee or governmental charge required to be paid by the City or the Registrar with respect to such transfer, there will be issued in the name of the transferee a new Bond or Bonds of the same aggregate principal amount as the surrendered Bond. The Bonds are issuable originally only as immobilized book -entry bonds ("Depository Bonds") in the denomination of the entire principal amount of the issue maturing on a single date. Depository Bonds are not exchangeable for fully registered Bonds of smaller denominations except in exchange for Replacement Bonds if then available. In the event the City determines to convert the Depository Bonds to certificated securities ("Replacement Bonds"), the Replacement Bonds, if made available by the City, are issuable solely as fully ►egistered Bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and will be exchangeable for Hilly registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and subject to the limitations so forth in the Resolution. A-'2 • The City has designated the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended. It is hereby Cartified and Recited 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 in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in due form, time and manner as so required; that the Bonds are payable from a separate debt sinking fund of the City, and other funds which have been appropriated to such fund; that ad valorem taxes will be levied upon all taxable property in the City for payment of principal of and interest on the Bonds of this series without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose until the Certificate cf Authentication hereon shall have been manually signed by a person authorized to sign on behalf of the Registrar. IN WITNESS WHEREOF, the City of Plymouth, Minnesota has caused this Bond to be executed with the manual or facsimile signatures of its Mayor and its City Manager, both as of the Nominal Date of Original Issue specified above. Dated: _ CITY OF PLYMOUTH, MINNESOTA By: Mayor By: City Manager CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Resolution. FINANCE DIRECTOR Oi' THE CITY OF PLYMOUTH, MINNESOTA By: Bond Registrar A-3 • ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee. Include information for all joint owners if the Bond is held by joint account.) 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: Signature Guaranteed by - Signatures) must be guaranteed by a commercial bank or trust company or by a brokerage firm having membership in one of the major stock exchanges. Please Insert Social Security Number or other Identifying Number of Assignee gJM3DW %37ftOft"a9se.n1 A-4 Notice: The signature(s) on this assignment must correspond with the name(s) appearing on the face of chic Bond in every particular, without alterati : or any change whatever.