HomeMy WebLinkAboutResolution 2540
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CITY OP MOUNDS VIEW, MINNESOTA
RESOLUTION NO. ?S40
BEING A RESOLUTION AUTHORIZING AND AWARDING THE
SALE OP, AND PROVIDING THE FORMS, TERMS,
COVENANTS AND DIRECTIONS FOR $1,490,000
TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS,
SERIES 1989C, AND PLEDGING FOR THE SECURITY THEREOF
TAX INCREMENT PROM TAX INCREMENT FINANCING DISTRICT NO.1
BE IT RESOLVED BY THE CITY COUNCIL (THE "COUNCIL") OF THE
CITY OF MOUNDS VIEW, MINNESOTA (THE "ISSUER") AS FOLLOWS:
Section 1.
Recitals.
1.01 The Council has heretofore created Tax Increment Financing District
No.1 (the "District") by adoption of a Tax Increment Financing Plan relating
thereto on September 22, 1986, and the modification thereof on June 12, 1989,
pursuant to Minnesota Statutes, Sections 469.174 to 469.179, within Development
District No. 2 created by the Issuer pursuant to Minnesota Statutes, Sections
469.124 to 469.134.
1.02 The County Auditor of Ramsey County has certified the Adjusted
Original Tax Capacity Value of all taxable property in the District.
1.03 Based upon present and anticipated tax capacity rates for ad valorem
taxes to be levied on taxable property in the District, the Council hereby
determines that the total annual tax increment to be derived from the District will
be approximately $257,328 for 1991 and approximately $332,767 for 1992 and
beyond.
Section 2.
A ward of Sale; Terms of Bonds.
2.01. Affidavits showing publication of notice of call for bids for the sale
of the Issuer's $1,490,000 Taxable General Obligation Tax Increment Bonds, Series
1989C (the "Bonds") in the official newspaper of the Issuer and in Northwestern
Financial Review have been examined and have been approved and ordered placed
on file. The following bids for the sale of the Bonds were received:
[A ttached]
2.02. After considering the bids received, the Issuer hereby awards the sale
of the Bonds to (the "Purchaser")' as the bidder
offering the lowest net interest cost by its bid to purchase the Bonds at a price of
$ plus accrued interest to the date of delivery, the Bonds to bear
interest at the rates per annum set forth below.
The City Clerk-Administrator of the Issuer is directed to retain the good faith
check of the Purchaser pending delivery of and payment for the Bonds, and to
return the checks of the unsuccessful bidders.
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2.03. The Issuer shall issue the Bonds in the aggregate principal amount of
$1,490,000, dated November 1, 1989 as fully 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 below,
payable semiannually on each February 1 and August 1, commencing February 1,
1990, and shall mature on February 1 in the years and amounts as follows:
Year Amount Interest ~ A mount Interest
1992 $25,000 96 1999 105,000 96
1993 100,000 2000 110,000
1994 70,000 2001 125,000
1995 75,000 2002 135,000
1996 80,000 2003 145,000
1997 90,000 2004 160,000
1998 95,000 2005 175,000
2.04. All Bonds maturing on or after February 1, 1998, shall be subject to
redemption and prior payment in whole or in part in inverse order of maturity and
by lot within maturity at the option of the City on February 1, 1997, and any date
thereafter at a price of par plus accrued interest. Thirty days' prior notice of
redemption shall be given by first-class mail to the Registrar and to the registered
owners of the Bonds, and notice of redemption will be published in the manner
provided by Chapter 475, Minnesota Statutes. Upon notice having been so given,
the Bonds or portions of Bonds therein specified shall be due and payable at the
stated redemption date and price with accrued interest to the redemption date, and
upon funds for such payment being held by or on behalf of the Registrar for such
payment on the specified redemption date, interest thereon shall cease to accrue
after such redemption date. No defect in the mailed notice of redemption shall
affect the validity of the call for redemption of any Bond.
2.05. The Bonds shall be payable as to principal upon presentation at the
main office of American National Bank and Trust Company (the "Registrar"), or at
the office of such other su~cessor registrar as the Issuer may hereafter designate
upon 60 days mailed notice to the registered owners. 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.
Section 3.
Form and Execution of the Bonds.
3.01. The Bonds shall be in substantially the following form, with the
necessary variations as to number, CUSIP Number, rate of interest and date of
maturity, the blanks to be properly filled in:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MOUNDS VIEW
No. R-
$
TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1989C
Rate
Maturit~
Nominal Date of Original Issue
CUSIP
November 1, 1989
Registered Owner:
Principal Amount:
Dollars
The City of Mounds View, 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, upon 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 November 1, 1989, or the most recent interest payment
date to which interest has been paid or duly provided for as specified below, on
February 1 and August 1 of each year, com mencing February 1, 1990, until said
principal sum is paid. Principal and the redemption price are payable in lawful
money of the United States of America at American National Bank and Trust
Company, as Registrar, Transfer Agent and Paying Agent, in St. Paul, Minnesota,
or at the offices of such successor agent as the City may designate upon 60 days
notice to the registered owners at their registered addresses (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 and July 15 (whether or not a business day) at his or her
address set forth on the bond 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.
The Bonds of this series maturing on or after February 1, 1998, are subject
to redemption at the option of the City, in whole or in part in inverse order of
maturity and by lot within a maturity, on February 1, 1997 and any date thereafter
at a price equal to par and accrued interest. Thirty days' prior notice of
redemption will be given by first-class mail to the Registrar and to the registered
owners, and notice of redemption will be published in the manner provided by
Minnesota Statutes, Chapter 475. No defect in mailed notice will affect the
validity of the call for redemption of any Bond.
This Bond is one of a series of the City's Taxable General Obligation Tax
Increment Bonds, Series 1989C issued in the aggregate principal amount of One
Million Four Hundred Ninety Thousand Dollars ($1,490,000) of like date and tenor
except for number, interest rate, denomination, date of maturity and redemption
. privilege, and is issued for the purpose of providing funds to finance or otherwise
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pay pursuant to Minnesota Statutes, Sections 469.12 to 469.134 certain costs of
the City's Development District No. 2 established p rsuant to Minnesota Statutes,
Sections 469.124 to 469.134, and pursuant to a authorizing resolution (the
"Resolution") adopted by the City Council of the Ci on September 25, 1989, and
pursuant to and in full conformity with the Constit tion and la'ws of the State of
Minnesota, including Minnesota Statutes, Chapter 75 and Sections 469.174 to
469.179.
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The Bonds of this series are payable from t Taxable General Obligation
Tax Increment Bonds, Series 1989C Fund of the City the "Bond Fund") to which has
been pledged certain tax increment generated fr m the City's Tax Increment
Financing District No.1. All taxable property within the City is also subject to the
levy of direct general ad valorem taxes required by aw to be levied and extended
if needed for this purpose, without limitation as to ra e or amount. The issuance of
this bond does not cause the indebtedness of the Cit to exceed any constitutional
or statutory limitation thereon.
As provided in the Resolution, and subject t certain limitations set forth
therein, this Bond is transferable upon the books of he City kept for that purpose
at the principal office of the Registrar, by the regist red owner hereof in person or
by such owner's attorney duly authorized in writin upon surrender of this Bond
together with a written instrument of transfer satis actory to the Registrar, duly
executed by the registered owner or such owner's d ly authorized attorney. Upon
such transfer and the payment of any tax, fee or go ernmental charge required to
be paid by the City or the Registrar with respect t 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.
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The Bonds of this series are issuable only as ully registered bonds without
coupons in denominations of $5,000 or any integral ultiple thereof not exceeding
the principal amount maturing in anyone year. As rovided in the' Resolution and
subject to certain limitations therein set forth, he Bonds of this series are
exchangeable for a like aggregate principal amount of Bonds of this series of the
same maturity but of a different authorized de no ination, as requested by the
registered owner or his duly authorized attorney, pon surrender thereof to the
Registrar.
It is hereby Certified and Recited that al acts, conditions and things
required by the Constitution and laws of the Stat of Minnesota to be done, to
exist, to happen and to be performed in order to ma e this Bond a valid and binding
general obligation of the City according to its ter s, have been done, do exist,
have happened and have been performed in due orm, time and manner as so
required.
This Bond shall not be valid or become oblig tory for any purpose until the
Certificate of Authentication hereon shall have bee manually signed by a person
authorized to sign on behalf of the Registrar.
IN WITNESS WHEREOF, The City of Moun View, Minnesota has caused
this Bond to be executed with the facsimile signat res of its Mayor and its City
Clerk-Administrator, both as of the Nominal Da e of Original Issue specified
above.
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THE CITY OF MOUNDS VIEW,
MINNESOT A
By
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Bonds described in the within mentioned Resolution.
Bond Registrar
By
Authorized Signature
ASSIGNMENT
unto
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
(Please Print or Typewrite Name and Address of Transferee.
Include information for all joint owners if the Bonds are 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:
Signature(s) 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
Notice: The signature(s) on this
assignment must correspond with the
name(s) appearing on the face of this
Bond in every particular, without
alteration or any change whatever.
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(Form of Certificate)
CERTIFICATE AS TO LEGAL OPINION
I, Donald F. Pauley, City Clerk-Administrator of Mounds View, Minnesota,
hereby certify that except for the date line, the above is a full, true and compared
copy of the legal opinion of Holmes & Graven, Chartered, of Minneapolis,
Minnesota, which was delivered to me upon delivery of the bonds and is now on file
in my office.
City Clerk-Administrator
The City of Mounds View
3.02. 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
Registrar 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. American National Bank and Trust
Company 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 governmental
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 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
authenticate and 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 bond 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 Bond Registrar
incurred in connection therewith (except any applicable tax, fee or other
governmental charge) shall be paid by the Issuer. The Issuer shall not be obligated
to make any such exchange or transfer of Bonds during the fifteen (15) days next
preceding the date of the first publication of notice of redemption in the case of a
proposed redemption of Bonds. The Issuer and the Registrar shall not be required
to make any transfer or exchange of any Bonds called for redemption.
3.03. 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 exchanged) is
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registered at the close of business on the preceding January 15 and 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 holder on the relevant regular record date solely by
virtue of such holder having been such holder; 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.
3.04. 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.
3.05. If (i) any mutilated Bond is surrendered to the Registrar, and the
Issuer and the Registrar receive evidence to their satisfaction of the destruction,
loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Registrar
such security or 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 this Resolution equally and proportionately
with any and all other Bonds duly issued hereunder.
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 mutilated, destroyed, lost, or stolen Bonds.
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Section 4.
Execution and Delivery
4.01. The Bonds shall be executed by the respective facsimile signatures of
Mayor and the City Clerk-Administrator as set forth in the form of Bond. The seal
of the Issuer may be omitted from the Bonds as permitted by law. The text of the
approving legal opinion of Holmes de Graven, Chartered, of Minneapolis, Minnesota,
as bond counsel, shall be printed on the reverse side of each Bond and shall be
certified by the facsimile signature of the City Clerk-Administrator. 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 Purchaser upon
payment of the purchase price, and the receipt of the City Clerk-Administrator
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.
4.02. The Official Statement relating to the Bonds, on file with the City
Clerk-Administrator presented to this meeting, is hereby approved, and the
furnishing thereof to prospective bidders for the Bonds is hereby ratified and
confirmed, insofar as the same relates to the Bonds and the sale thereof.
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4.03. If such officers find the same to be accurate, the Mayor and the City
Clerk-Administrator are authorized and directed to furnish to the Purchaser at the
closing a certificate' that, to the best of the 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. 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 Clerk-
Administrator shall execute and deliver to the successful bidder a suitable
certificate as to absence of material litigation, and a certificate as to payment for
and delivery of the Bonds, with the signed approving legal opinion of Holmes de
Graven, Chartered, as to the validity and enforceability of the Bonds.
Section 5.
Bond Fund and Accounts, Appro!)riations, Pledge.
5.01. There is hereby created a special fund of the Issuer designated
"Taxable General Obligation Tax Increment Bonds, Series 1989C Fund" (the "Bond
Fund") held and administered by the City Finance Director separate and apart from
all other Funds of the Issuer. The Bond Fund shall be maintained in the manner
specified until all of the Bonds herein authorized, any refunding bonds issued to
refund the Bonds, and any other general obligation tax increment bonds hereafter
issued and made payable from the Bond Fund, and the interest thereon, have been
fully paid and the Issuer has been fully reimbursed from the pledge of tax
increment for any of the principal and interest of the Bonds paid by the Issuer from
general ad valorem taxes levied on property in the Issuer. In the Fund there shall
be maintained two separate accounts, to be designated as the "Capital Account"
and the "Debt Service Account," respectively.
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Capital Account. The proceeds from the sale of the Bonds, less the amount
of the proceeds of the Bonds deposited in the Debt Service Account, and less any
accrued interest received thereon, shall be credited to the Capital Account, from
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which there shall be paid all costs and expenses of the Issuer's Development
District No.2, including the cost of any construction contracts heretofore let and
all other costs incurred and to be incurred, of the kind authorized in Minnesota
Statutes, Sections 475.65, 469.176, subdivision 4, and Minnesota Statutes, Sections
469.123 to 469.134.
Debt Service Account. There is hereby pledged and there shall be credited
to the Debt Service Account (a) all unused discount and accrued interest received
upon delivery of and payment for the Bonds, (b) tax increment derived from the
District in amounts sufficient from time to time to pay principal of and interest on
the Bonds then due (or previously due and paid from a source other than tax
increment), (c) any taxes from time to time levied for the payment of the Bonds,
and revenues derived from any other sources available and pledged to pay principal"
premium, if any, and interest on the Bonds, (d) proceeds of the Bonds in the amount
of $166,920 to be used to pay interest on the Bonds prior to the collection of tax
increment and other revenues sufficient to pay debt service on the Bonds, and (e)
all funds remaining in the Capital Account after completion of the public
improvements to be undertaken by the City within Development District No.2 and
payment of the costs thereof. The Debt Service Account herein created shall be
used solely to pay principal of, premium, if any, and interest on the Bonds and any
other general obligation tax increment bonds hereafter issued and made payable
from said Debt Service Account, except that upon discharge of the Bonds and such
already outstanding or additional Bonds, the Issuer may use any remaining funds in
the Debt Service Account to reimburse the Issuer as provided above.
5.02. The Issuer hereby finds and determines that estimated collections of
tax increment from the District and the other amounts herein pledged to the
payment of the Bonds, will produce at least five percent (596) in excess of the
amount needed to meet when due the principal and interest payments on the Bonds.
Accordingly no taxes are herein levied with respect to the Bonds. The full faith
and credit and taxing powers of the Issuer are hereby irrevocably pledged for the
prompt and full payment of the principal of and interest on the Bonds and such
other general obligation indebtedness as may be made payable from the Bond Fund,
as such principal and interest respectively become due.
5.03. Interest earnings from the investment of money in the Capital
Account and the Debt Service Account shall be deposited in the respective
accounts.
5.04. The City Finance Director is directed to keep on file in his office a
tabulation of the dates and amounts of the principal and interest payments to
become due and amounts of the principal and interest payments to become due on
bonds payable from the Bond Fund, and of the balance required in the Bond Fund on
October 1 in each year in order to cancel the taxes levied pursuant to this
Resolution for collection the following year.
Section 6.
Miscellaneous.
6.01. The City Clerk Administrator 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 Ramsey County Auditor, together with such other information as such auditor
may require, and to obtain from the county auditor a certificate that the Bonds
have been entered upon his bond register, and the levy contained in this resolution
has been made.
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6.02. 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 25th day of September, 1989.
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