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HomeMy WebLinkAbout1985-207 CCRMember Celia Scott introduced the following resolution and moved its adoption: RESOLUTION NO. 85 -207 RESOLUTION AWARDING THE SALE OF $5,250,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Brooklyn Center, Minnesota, (City) as follows: Section 1. Sale of Bonds. 1.01. The bid of Norwest Investment Services (Purchaser) to purchase $5,250,000 General Obligation Tax Increment Bonds, Series 1985A (Bonds) of the City described in the Official Terms of Offer- ing 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, the bid being to purchase the Bonds at a price of 5,150,250.00plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Maturity Rate Year of Interest Maturity Rate 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 The City Finance Director is directed to retain the good faith check of the Purchaser on behalf of the City pending completion of the sale and delivery of the Bonds and to return the checks of the unsuccessful bidders forth- with. The sum of -0- being the amount offered by the Purchaser in excess of $5,150,250 shall be credited to the Debt Service Fund created by Section 3. I J 1.02. The City shall forthwith issue and sell the Bonds in the total principal amount of $5,250,000, originally dated as of December 1, 1985, the Bonds being in fully registered form and issued in the denomination of $5,000 or any integral multiple thereof, numbered no. R -1 upward, bearing Resolution No. 85 -207 interest as above set forth, and which Bonds mature years and amounts as follows: Year Principal Year 1990 50,000 1997 1991 60,000 1998 1992 100,000 1999 1993 140,000 2000 1994 185,000 2001 1995 240,000 2002 1996 295,000 2003 on February 1 in the Principal $360,000 430,000 510,000 595,000 690,000 795,000 800,000 The City may elect on February 1, 1996, and on any interest payment date thereafter, to prepay bonds due on or after February 1, 1997. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemp- tion is in part, Bonds remaining unpaid which have the latest maturity date will be prepaid first. If only part of the Bonds having a common maturity date are called for prepayment the specific bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a price of par and accrued interest. 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 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 as of the date of authentication, or (ii) the date of authentication is prior to August 1, 1985, in which case such Bond shall be dated as of December 1, 1985. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 1986, 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 corpo- rate 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, trans- ferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a RESOLUTION NO. 85 -207 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 authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon 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 pre- sented 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 improper 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' 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 exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffi- cient to reimburse the Registrar for any tax, fee or other govern- mental 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 reason- able 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 such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon RESOLUTION NO. 85 -207 furnishing to the Registrar of an appropriate bond or indemnity in form, "substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so sur- rendered 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. (i) In the event any of the Bonds are called for redemption, notice thereof 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 said notice in the manner required by law. Failure to give such 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. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemp- tion are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City hereby appoints Norwest Bank Minneapolis, N.A., Minneapolis,, Minnesota, as the initial Registrar. The Mayor and the Manager -Clerk are authorized to execute and deliver, on behalf of the City a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the result- ing corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director shall transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the Manager -Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the Manager 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 authen- tication on different Bonds need not be signed by the same representative. RESOLUTION NO. 85 -207 The executed certificate of authentication on each Bond shall be conclusive evidence that °it has been authenticated and delivered under this Resolu- tion. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver. the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.06. Form of Bonds. The Bonds shall be printed in substantially the following form: [Face of the Bond] UNITED STATES OF- AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1985A Date of Rate Maturitv Original Issue CUSIP December 1, 1985 No. R- KNOW EVERYONE BY THESE PRESENTS that the City of Brooklyn Center, a duly organized and existing municipal corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received hereby promises to pay to or registered assigns the principal sum of on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, com- mencing August 1, 1986, 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 presenta- tion 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 irrevo- cably pledged. ho RESOLUTION NO�, 85 -207 The .City may elect on February 1, 1996, and on any interest payment date thereafter, to prepay bonds of this issue due 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, Bonds remaining unpaid which have the latest maturity date will be prepaid first. If only part of the Bonds having a common maturity date are called for prepayment the specific bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a price of par and accrued interest. 1 In the event any of the Bonds are called for redemption, notice thereof 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 said notice in the manner required by law. Failure to give such 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. All 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. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Brooklyn Center, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed of its behalf by the facsimile signatures of the Mayor and City Manager -Clerk and has caused this Bond to be dated as of the date set forth below. Dated: November 18, 1985 CITY OF BROOKLYN CENTER MINNESOTA (f acsimile) Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. RESOLUTION NO. 85 -207 r [1 By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $5,250,000, all of like original date and tenor, except as to number, maturity date, interest rate, and provision for redemption, issued pursuant to a resolution adopted by the City Council--on November 18, 1985 (the Resolution), for the purpose of providing money to finance all or a portion of the public redevelopment costs of a project (Project) in a Redevelopment Tax Increment Financing District (District) in the City, pursuant to and'in full conformity with the Constitution and the laws of the State of Minnesota, including Minnesota Statutes, Sections 273.71 to 273.78 and Section 462.411, et seq. and is payable primarily from tax increments resulting from increases in the assessed valuation of real property in the District pursuant to a tax increment agreement between the City and the Housing and Redevelopment Authority of the City of Brooklyn Center, dated November 18, 1985, 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 series are issued only as fully registered bonds in denominations of $5,000 or any integral multiple thereof of single matu- rities. 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 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 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 charter of the City and the Constitu- tion 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 RESOLUTION NO. 85 -207 accordance with its terms, have been done 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, 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 Brooklyn Center, Minnesota, which includes the witU� Bon ate as of the date of delivery of and payment for the Bonds. City Managpr�Clerk 1 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 I 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: RESOLUTION NO. 85 -207 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- -1vuf alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust compapy 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 this Bond is held by joint account) [1 Please insert social security or other identifying number of assignee 2.07. The 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 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 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. Section 3. Security: Payment. 3.01. The Bonds or additional bonds similarly authorized and issued shall be payable from the General Obligation Tax Increment Bonds, Series 1985A 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 Redevelopment Project (Project) financed by the Bonds is located received by the City pursuant to the Tax Increment Agree- ment (Agreement) dated November 18, 1985 between the City and the Housing and Redevelopment Authority of the City of Brooklyn Center are hereby irrevocably appropriated and pledged to the Debt Service Fund to pay principal of and interest on the Bonds. If any payment of principal or interest on the Bonds shall become due when there is not sufficient money RESOLUTION NO. 85 -207 in the Debt Service Fund to pay the same, the Finance Director shall pay such principal or interest from the general fund of the City and such fund may be reimbursed for such advances out of proceeds of the Tax Increments when received. 3.02. It is determined that the proceeds of the Tax Increments as received will be adequate to pay principal and interest on the Bonds when due and that no tax levy pursuant to Minnesota Statutes, Section 475.61 is needed at this time. The Manager -Clerk is directed to file a certified copy of the resolution with the Director of Property Taxation of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63. 3.03. The maturity schedule of the Bonds is hereby combined with the maturity schedule of the City's $2,625,000 General Obligation Improvement Bonds of 1982, dated December 1, 1982 for the purpose of complying with Minnesota Statutes, Section 475.54, Subdivisions 1 and 2. 3.04. The Housing and Redevelopment Authority of the City has presented to this Counc- il- -an executed Tax Increment Agreement, a form of which has been reviewed by the Council and which is on file with the City Manager Clerk. The Mayor and the City Manager -Clerk are authorized and directed to execute and deliver the Tax Increment Agreement on behalf of the City. Section 4. Authentication of Transcript. 4.01. The officers of the City are hereby 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 market- ability of the Bonds and such instruments, including any heretofore fur- nished, shall be deemed representations of the City as to the facts stated therein. 4-:02. The Mayor, Manager and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement, dated November 4, 1985 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, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. RESOLUTION NO. 85 -207 The motion for the adoption of the foregoing resolution was duly seconded by member Bill Hawes and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Gene Lhotka, Celia Scott, Bill Hawes, and Rich Theis; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. 1 it