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City Council Resolution 1990-48CITY OF MONTICELLO, MINNESOTA RESOLUTION NO. 1990=48 BEING A RESOLUTION RATIFYING THE ADOPTION OF RESOLUTION NO. 1990-46 AIITHORIZING AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR X305,000 GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS, SERIES 1990D, PLEDGING FOR THE SECURITY THEREOF TAR INCREMENT FROM TAX INCREMENT FINANCING DL4TRICT 1-9 AND TAX INCREMENT FINANCING DISTRICT 1-10 WHEREAS, the City Council (the "Council") of the City of Montecello, Minnesota (the "Issuer") met in an emergency meeting on October 15, 1990 and adopted Resolution No. 1990-46 Being A Resolution Authorizing And Awarding The Sale Of, And Providing The Form, Terms, Covenants And Directions For $305,000 General Obligation Taxable Tax Increment Bonds, Series 1990D, Pledging For The Security Thereof Tax Increment From Tax Increment Financing District 1- 9and Tax Increment Financing District 1-10 (the "Resolution"); and WHEREAS, the Council wishes to ratify and confirm the adoption of the Resolution by the adoption of this Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE C[TY COUNCIL OF THE CITY OF MONTICELLO, MINNESOTA AS FOLLOWS: Section 1. Recitals. 1.01 The Council has heretofore created Tax Increment Financing District 1-9 and Tax Increment Financing District 1-10 (the "Districts") by adoptur uant to Increment Financing Plans relating thereto on August 13, 1990, p Minnesota Statutes, Sections 469.174 to 469.179, within Redevelopment District No. 1 created by the Issuer pursuant to Minnesota Statutes, Sections 469.124 to 469.134. 1.02 The Countyue oflall taxablelpropertynn the istricts.d the Adjusted Original Tax Capacity Val 1.03 Based upon present and anticipated tax capacity rates for ad valorem taxes to be levied on taxable property in the Districts, the Council hereby determines that the total annual tax increment coo bfea eiive~d 5 200 for 992rland will be approximately $55,927 for 1991 and app y beyond. Section 2. Award of Sale• Terms of Bonds. 2.01 Affidavits showing publication of notice of call for bids in the official newspaper of the Issuer and in deredwlaced onlfile.l The following b'ds for the sale and have been approved and or p of the Bonds were received: [See attached] . 2.02 After considering the bids received, the Issuer hereby awards the sale of the Bonds to Park Investment Corporation (the "Purchaser") as the bidder offering the lowest net interest cost by its bid to purchase the Bonds in accordance with the terms set forth in this Resolution at a price of $301,864.15 plus accrued interest to the date of delivery, the Bonds to bear interest at the rates per annum as follows: Year of Interest Maturit Rate 1993 8.375 % 1994 8.50 1995 8.70 1996 8.70 1997 8.90 1998 8.90 1999 8.90 2000 8.90 The City Administrator is directed to retain the good faith check of the Purchaser pending delivery of and payment for the Bonds. 2.03 The Issuer shall issue the Bonds in the aggregate principal amount of $305,000, dated November 1, 1990, 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 above, payable August 1, 1991, and semiannually thereafter on each February 1 and August 1, and shall mature on February 1 in the years and amounts as follows: Year Amount 1993 $30,000 1994 30,000 1995 35,000 1996 35,000 1997 40,000 1998 45,000 1999 45,000 2000 45,000 2.04 All Bonds maturing on or after February 1, 1997, shall be subject to redemption and prior payment in whole or in part, and if in part, in such order as the City shall determine and by lot within a maturity, at the option of the Lssuer on February 1, 1996, 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 successor 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: UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF MONTICELLO No. R- GENERAL OBLIGATION TAXABLE TAX INCREMENT BOND, SERIES 1990D Interest Rate Maturity Nominal Date of Original Issue CUSIP November 1, 1990 Registered Owner: Principal Amount: The City of Monticello, 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 sum 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, 1990, 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, commencing August 1, 1991, until said principal sum is paid. Principal is 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 s special record date established by the Registrar for the payment of such defaulted interest. Bonds maturing on or before February 1, 1996, are not subject to redemption prior to maturity. Bonds maturing on or after February 1, 1997, are subject to redemption and prior payment in whole or in part, and if in part, in such order as the City shall determine and by lot within a maturity, at the option of the City on February 1, 1996 and any date thereafter at a price equal to 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. This Bond is one of a series of Bonds in the aggregate principal amount of Three Hundred Five Thousand Dollars ($305,000) of like date and tenor except for number, interest rate, denomination, right of redemption and date of maturity, and is issued for the purpose of providing funds to finance or otherwise pay pursuant to Minnesota Statutes, Sections 469.124 to 469.134 certain costs of the City's Redevelopment District No. 1 established pursuant to Minnesota Statutes, Sections 469.124 to 469.134, and pursuant to an authorizing resolution (the "Resolution") adopted by the City Council of the City on October 15, 1990 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 469.174 to 469.179. The Bonds of this series are payable from the General Obligation Taxable Tax Increment Bonds, Series 1990D Fund of the City (the "Bond Fund"). All taxable property within the City is subject to the levy of direct general ad valorem taxes required by law to be levied and extended if needed for this purpose, without limitation of rate or amount. The issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation thereon. As provided in the Resolution, and subject to certain limitations set forth therein, this Hond 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 surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or such owner's duly 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 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 4 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. It is hereby Certified 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. This Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by a person authorized to sign on behalf of the Registrar. IN WITNESS WHEREOF, The City of Monticello, Minnesota has caused this Bond to be executed with the facsimile signatures of its Mayor and its City Administrator, both as of the Nominal Date of Original Issue specified above. Dated: THE CITY OF MONTICELLO, MINNESOTA By (Facsimile) Mayor (Facsimile) City Administrator CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Resolution. Bond Registrar By Authorized Signature 5 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: 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. 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. Please Insert Social Security Number or Other Identifying Number of Assignee. 6 (Form of Certificate) CERTIFICATE AS TO LEGAL OPINION I, Rick Wolfsteller, City Administrator of the City of Monticello, 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. (Facsimile) City Administrator 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 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 Registrar incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. 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 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. Section 4. Execution and Delivery 4.01 The Bonds shall be executed by the respective facsimile signatures of the Mayor and the City Administrator as set forth in the form of Bond. The seal of the Issuer shall be omitted from the Bonds as permitted by law. The text of the approving legal opinion of Holmes do 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 Administrator. When said Bonds 8 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 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 Administrator and 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. 4.03 If such officers find the same to be accurate, the Mayor and the City 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 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, together with the signed approving legal opinion of Holmes ac Graven, Chartered, as to the validity and enforceability of the Bonds under present laws and rulings. Section 5. Bond Fund and Accounts, Appropriations, Pledge. 5.01 There is hereby created a special fund of the Issuer designated "General Obligation Taxable Tax Increment Bonds, Series 1990D Fund" (the "Bond Fund") held and administered by the City Administrator 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. 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 which there shall be paid all costs and expenses of the Issuer's Redevelopment District No. 1, 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 469.124 to 469.134. 9 Debt Service Account. There is hereby pledged and there shall be credited to the Debt Service Accou entaforl the Bonds,s (b) tax nncrement dereved froml the upon delivery of and paym rinci al of and interest Districts in amounts sufficient from time to time to pay p P on the Bonds then due (or previously due and, paid from a souRCe t of the Bonds, increment), (c) any taxes from time to time levied for the paY rincipal, and revenues derived from any other sources avaroceedsnofthe Bonds inathe amount premium, if any, and interest on the Bonds, (d) p of $44,350 to be used to pay interest on the Bonds prior to the collection of tax increment and other revenues CafitalnAccount daft re completion ofontdhe apubl c all funds remaining ~n the p improvements to be undertaken by the City within Redevelopment District No. 1 and payment of the costs theari ~ . remD m, ifeany,eand Interest on theeBonds and be used solely to pay prmc p ~ P any other general obligativ ce Account, except that upon discharge of the Bonds payable from said Debt Ser 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 To provide moneys for the payment of principal and interest on the Bonds there is hereby leviec shall be spread upon the taxrrolls and collectedlwith annual ad valorem tax wh and as part of, other general property taxes in said Issuer for the years and in the amounts as follows: Levy Year Collection Year Amount Levied [See Attachment] Said tax levies are such that if collected in full, they together with c debttservice the tax increment and other amounts expected to be available to pay on the Bonds will produce at lel ands ntere t payments on the Bonds (except for any to meet when due the principa interest payable from funds which shall be on hand and irrevocanbnt forothe Bonds). Debt Service Account as of the date of delivery of and pay Said tax levies shall be irrevocabeserves the r ght and power to reduce the aeviesnn unpaid, provided that the Issuer the manner and to the extent d credit and taxing powers of the Issuerlare hereby subdivision 3. The full faith an irrevocably pledged for the phoother aneneral obligatnon ~ ndebtedness as mayabe interest on the Bonds and sue g made payable from the Bond Fund, as such principal and interest respectively become due. 5.03 Interest earnings frAccount shallt bendeposit d ein the hrespective Account and the Debt Service accounts. 5.04 The City Admini mounts lof dthe p me pale and nnterest payments to tabulation of the dates and a ments to become due on become due and amounts of the principal and interest pay bonds payable from the Bond F rderato cancelb~hectaxesule ved pursBuant to this October 1 in each year to o ears. Resolution for collection the following y 10 Section 6. Miscellaneous. 6.01 The City 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 County Auditor of Wright County, together with such other information as such auditor may require, and to obtain from such county auditor a certificate that the Bonds have been entered upon his bond register. 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 ce taions of the Issuerdas to the facts fated there ntificates shall be deemed repres Adopted this 22nd day of October, 1990. City Administrator Mayor 11 ATTACHMENT A Lew_Year Collect Year Amount 1990 1991 $ '0- 1991 1992 '0- 1992 1993 '0' 1993 1994 '0' 1994 1995 '0' 1995 1996 1,363 1996 1997 4,898 1997 1998 907 1998 1999 '0- CERTIFICATE OF MINUTES City: Monticello County: Wright State: Minnesota Governing Body: City Council Meeting. A meeting of the City Council (the "Council") of the City of Monticello, Minnesota (the "City") held on the 22nd day of October, 1990, at 7:00 p.m., at the Council Chambers, 250 Broadway, Monticello, Minnesota. Council Members Present: Ken Maus, Fran Fair, Shirley Anderson, Warren Smith, Dan Blonigen Council Members Absent: None Documents: A copy of the Resolution Ratifying the Adoption of Resolution No. 1990-46 Authorizing and Awarding the Sale of, and Providing the Form, Terms, Covenants and Directions for ;305,000 General Obligation Taxable Tax Increment Bonds, Series 1990D Certification: I, the City Administrator of the City do hereby certify the following: Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City, which resolution was adopted by the Council at the meeting referred to above. Said meeting was a regular meeting of the Council, was open to the public, and was held at the place at which meetings of the Council are regularly held. Council member Shirley Anderson moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Council member Fran Fair A vote being taken on the motion, the following voted in favor of the resolution: Ken Maus, Fran Fair, Shirley Anderson, Warren Smith, Dan Blonigen and the following voted against the resolution: None Whereupon said resolution was declared duly passed and adopted. The attached resolution is in full force and effect and no action has been taken by the Council which would in any way alter or amend the attached resolution. Witness my hand officially as the acting City Administrator of the City, this 26th day of October, 1990. "' City ministrator