HomeMy Public PortalAbout1985-031After due consideration of the bids, Councilmember
introduced the following resolution and moved its adoption:
RESOLUTION NO.
RESOLUTION AWARDING THE SALE OF $1,345,000
GENERAL OBLIGATION TAX INCREMENT BONDS OF 1985
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT.
/2-7 / 4-4//
BE IT RESOLVED By the City Council of the City of Medina (City),
Minnesota, as follows:
1. Sale of Bonds.
1.01 The bid of
(Purchaser) to purchase $1,345,000 General Obligation Tax Increment
Bonds of 1985, (Bonds) of the City described in the notice of sale
thereof is hereby 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
$ plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year of Maturity Interest Rate Per Annum
1988
1989
1990
1991
1992
1993
1994
1995
The sum of $ , being the amount bid in excess of
$1,318,628, shall be credited to the Debt Service Fund hereinafter
created. The City Treasurer 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 $1,345,000, dated April 1, 1985, 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, 1985, and semi-
annually thereafter on April 1 and October 1 in each year, and which
Bonds mature serially, without option of prior redemption, on April 1
in the years and amounts as follows:
Year Amount Year Amount
1988 $120,000 1992 $175,000
1989 125,000 1993 200,000
1990 125,000 1994 225,000
1991 150,000 1995 225,000
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, 1985, in which case such Bond shall be dated as of April 1,
1985. The interest on the Bonds shall be payable on October 1 and
April 1 in each year, commencing October 1, 1985, 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 as
follows:
(a) Register. The Registrar shall keep at its principal
corporate trust office a bond register in which the Registrar
shall provide for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be
registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any
Bond duly endorsed by the registered owner thereof or accompanied
by a written instrument of transfer, in form satisfactory to the
Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the
Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a
like 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. 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. A11 Bonds surrendered upon any 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 it, 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 date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in
substitution for any 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. A11 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 Minnesota, as the
initial Registrar. The Mayor and the City Clerk 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
Treasurer shall transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. 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 Clerk,
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 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 Treasurer 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 Bondl
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA
GENERAL OBLIGATION TAX INCREMENT BOND OF 1985
Date of
Rate Maturity Original Issue CUSIP
April 1, 1985
No.
KNOW ALL MEN BY THESE PRESENTS that the City of Medina, 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, without option of prior payment, 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, commencing October 1, 1985, to the person in
whose name this Bond is registered 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 , 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 irrevocably pledged.
(Additional provisions of this Bond are contained or. 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 Medina, 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 Clerk and has caused this Bond
to be dated as of the date set forth below.
Dated:
CITY OF MEDINA, MINNESOTA
(facsimile) (facsimile)
City Clerk 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
$1,345,000, all of like original date and tenor, except as to number,
maturity date and interest rate, issued pursuant to a resolution adopted by
the City Council on April 9, 1985 (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 (Dis-
trict) in the City, pursuant to and in full conformity with the Consti-
tution and laws of the State of Minnesota, including Minnesota Statutes,
Sections 273.71 to 273.78, the Minnesota Tax Increment Financing Act,
and Chapter 472A and is payable primarily from 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 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 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 Eond or
Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the sane 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 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 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 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
Medina, 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 (Cust) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Gifts to Minors
JT 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 ccmpany or by a
brokerage firm having 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
the Bonds are held by joint account)
Please insert social security or
other identifying number of assignee
Section 3. Security: Payment.
3.01. The Bonds shall be payable from the General Obliga-
tion Tax Increment Bonds of 1985 Debt Service Fund (Debt Service Fund)
hereby created, and all tax increments (Tax Increments) from the Tax
Increment Financing District (the District) in which the Economic
Development Project (Project) financed by the Bonds is located re-
ceived by the City together with special assessments to be levied for
improvements financed by the Bonds 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 Treasurer 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 and special assessments when received.
3.02. It is hereby determined that the improvements fi-
nanced by the Bonds will directly and indirectly benefit the abutting
property, and the City hereby covenants with the holders from time to
time of the Bonds as follows:
(a) The City will cause the assessments for the Improve-
ments to be promptly levied so that the first installment will be
collectible not later than 19 and will take all steps neces-
sary to assure prompt collection. The City Council shall cause
all further actions and proceedings relative to the making and
financing of the improvements financed hereby to be taken with
due diligence that are required for the construction of each
improvement financed wholly or partly from the proceeds of the
Bonds and for the final and valid levy of special assessments and
the appropriation of any other funds needed to pay the obliga-
tions and interest thereon when due.
(b) In the event of any current or anticipated deficiency
in said special assessments, the City Council will levy ad
valorem taxes in the amount of said current or anticipated
deficiency.
(c) The City will keep complete and accurate books and
records showing all receipts and disbursements in connection with
the improvements, the taxes levied and the assessments levied
therefor and other funds appropriated for their payment, and all
collections thereof and disbursements therefrom, moneys on hand
and balance of unpaid assessments.
(d) The City will cause its books and records to be audited
at least annually by qualified public accountants and will
furnish copies of such audit reports to any interested person
upon request.
3.03. It is further determined that the estimated col-
lection of Tax Increments 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 & 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 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 City are hereby 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 and City Clerk 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 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 City.
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
i i iQ ryl [ N
being taken thereon, the following voted in favo1r:
and the following voted against:
Ifc ne_
, and upon vote
whereupon said resolution was declared duly passed and adopted.
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA )
) SS.
I, the undersigned, being the duly qualified and acting
Clerk of the City of Medina, 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 Tuesday, April 9, 1985,
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 $1,345,000 General Obligation Tax Increment
Bonds of 1985, of the City.
WITNESS My hand as Clerk and the corporate seal of the City
this day of / , 1985.
City Clerk
City of Medina, Minnesota
(SEAL)