Loading...
City Council Resolution 1984-17a RESOLUTION NO. 1984 #17 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $155 000 GENERAL OBLIGATION TAX INCREMENT BONDS SERIES ~ , 1984, PLEDGING FOR THE SECURITY THEREOF TAX INCREMENT FROM TAX INCREMENT ECONOMIC DEVELOPMENT DLSTRICT NO. 3 AND AUTHORIZING EXECUTION OF A TAX INCREMENT PLEDGE AGREEMENT BE IT RESOLVED by the City Council of the City of Monticello, Minnesota, as follows: Section 1. Recitals. 1.01. The Housing and Redevelopment Authority in and for the City of Monticello (the "HRA' has heretofore adopted and this City Council (this ?'Council") has duly approved the Central Monticello Redevelopment Plan, and Modification No. One thereto, for the Central Monticello Redevelopment Project (the "Project"). 1.02. The HRA has established and this Council has duly approved Tax Increment Economic Development District No. 3 (the "District', and the HRA has requested County Auditor of Wright County to certify the Original Assessed Value of all taxable property in the District as of January 2, 1983, and to certify to the HRA each year hereafter the Current Assessed Value of all taxable property in the District (the Current Assessed Value). The Original Assessed Value of the District is expected to be $8,032, and will be adjusted each year in accordance with Minnesota Statutes, Section 273.76, Subdivision 1. 1.03. The HRA expects to enter into a _ Contract for Private Redevelopment with Fulfillment Systems, Inc. (the "Developer") prior to delivery of the Bonds issued pursuant to this Resolution, whereby the HRA will agree to sell to the Developer certain property within the District, and the Developer will agree to construct certain minimum improvements (the "Improvements"), all as more particularly described in the agreement, on or before January 1, 1985. It is expected that upon completion of the Improvements the assessed value assigned by the County Assessor to the property and the Improvements will be not less than $433,788 which would result in a Captured Assessed Value of $425,756. If these expectations prove true, based upon present and anticipated mill, rates for ad valorem taxes to be levied on taxable property in the District, the Council hereby determines that the annual tax increment to be derived by the HRA from the District commencing in 1986 will be approximately $34,000. Section 2. Authorization. It is hereby determined that it is necessary and expedient for the City of Monticello (the "Issuer") to issue and sell, pursuant to Minnesota Statutes, Sections 273.71 to 273.78, its General Obligation Tax Increment Bonds, Series 1984 (the "Bonds?') in the aggregate principal amount of $155,000 for the purpose of financing certain public redevelopment costs of the Project. The sale of the Bonds has been negotiated pursuant to Minnesota Statutes, Section 475.60,. Subd. 2(2), and the Issuer has issued no other general obligation bonds in the three-month period preceeding the date hereof, and will issue no other general obligation bonds prior to the delivery of the Bonds. -1- Section 3. Sale, Terms. 3.01. The Issuer hereby accepts the offer of to purchase the Bonds at the rate of interest hereina ter set forth, and to pay therefore the sum of $ plus accrued interest to the date of delivery. The Bonds shall be payab a as to principal at the office of , in Minnesota the "Registrar" or any successor Registrar duly appointed by the Issuer. Interest on the Bonds shall be payable by check or draft mailed from the office of the Registrar to the registered owners of the Bonds. 3.02. The Bonds shall be dated May 1, 1984 and shall be issued forthwith as fully registered bonds without coupons in denominations of $5,000 .or any authorized integral multiple thereof. The Bonds shall mature on February 1 in the years and amounts set forth below, and shall bear interest, payable on each August 1 and each February 1 at the following rates per annum for the following years of maturity starting on February 1, 1985: Year Amount Interest Rate 1987 1988 1989 1990 1991 1992 1993 1994 15,000 15,000 15,000 20,000 20,000 20,000 25,000 25,000 3.03. Pursuant to the terms of the pledge agreement described below to be entered into the HRA and the Issuer pursuant to Minnesota Statutes, Section 273.77 tax increment derived from the Project area will be pledged to -the payment of principal of, premium, if any, and interest on the Bonds. In compliance with Minnesota Statutes, Section 475.58, the estimated collection of tax increment from the Project area exceeds 20% of the cost of the Project. The costs of the Project shall include the costs enumerated in Minnesota Statutes, Sections 475.65, 273.75, subdivision 4, and Minnesota Statutes, Section 462.411 et sew. and it is estimated that said costs will be at least equal to the amount of the Bonds herein authorized. 3.04. Bonds of this issue maturing on or after February I, 1993 will be subject to redemption prior to maturity at the option of the Issuer in inverse order of maturities, and by lot within a single maturity on February 1, 1992, and any interest payment date thereafter at a price equal to par, plus accrued interest to the date of redemption. Notice of redemption shall in each case be published not less than 30 days prior to the redemption date in a daily or weekly periodical published in a Minnesota city of the first class, or its metropolitan area, which circulates throughout the State of Minnesota and furnishes financial news as part of its service, and at least thirty (30) days prior to the redemption date a copy of the redemption notice shall be mailed by first class mail to the registered holders of the Bonds. -2 - Section 4. Form of the Bonds. 4.01. The Bonds shall be in substantially necessary variations as to number, CUSIP Number, maturity, the blanks to be properly filled in: the following form, with the rate of interest and date of STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO No. R- ~ GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1984 Rate Maturity Date of Original Issue CUSIP May 1, 1984 The City of Monticello, Minnesota (the "Issuer") for value received, hereby certifies that it is indebted and hereby promises to pay to or registered assigns, the principal sum o dollars ($ ) 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 May 1, 1984, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on August 1 and February 1 of each year, commencing February 1, 1985, until said principal sum is paid. Principal and the redemption price are payable in lawful money of the United States of America at , as Registrar, Transfer Agent and Paying Agent, in ,Minnesota, or at the office of such successor agent as the Issuer may designate upon 60 days notice to the registered owners at their registered addresses (the "RegistrarTt). Interest shall be paid on each August 1 and February 1 by check or draft mailed 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, 1993, are subject to redemption at the option of the Issuer, in whole or in part in inverse order of maturity and by lot within a maturity, on February 1, 1992 and any interest payment date thereafter at a price equal to par and accrued interest. Thirty days' prior notice of redemption will be given by 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. This Bond is one of a series of Bonds in the aggregate principal amount of One Hundred and Fifty-Five Thousand Dollars ($155,000), all 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 certain public -3 - redevelopment costs of the Central Monticello Redevelopment Project, as modified, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Issuer on April 23, 1984, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 273.71 through 273.78. The Bonds of this series are payable from the General Obligation Tax Increment Bonds, Series 1984 Fund of the Issuer. All taxable property within the Issuer is subject to the levy of 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 Issuer to exceed any constitutional or statutory limitation thereon. As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer 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 Lssuer 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 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 Issuer 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 Authentication Certificate hereon shall have been manually signed by a person authorized to sign on behalf of the Registrar. -4 - IN WITNESS WHEREOF, the City of Monticello has caused this Bond to be executed with the facsimile signatures of its Mayor and its City Administrator, all as of the Date of Original Issue specified above. Dated: THE CITY OF MONTICELLO, MINNESOTA By (Facsimile) Mayor (Facsimile) City Administrator Bond Registrar's Authentication Certificate This is one of the Bonds described in the within mentioned Resolution. Bond Registrar By Authorized Signature The following provisions for abbreviations shall be printed on each Bond in substantially the following form: The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joing tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Gust) (Minor) Under Uniform Gifts to Minors Act State -5- ASSIG N MEN T FOR VALUE RECENED, 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 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 thereo , 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) which appear 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 (Form of Certificate) CERTIFICATE AS TO LEGAL OPINION I, Thomas Eidem, City Administrator of the City of Monticello, 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 City of Monticello, Minnesota 4.02. As long as any of the Bonds issued hereunder shall remain outstanding, the Lssuer 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. is hereby appointed Registrar for the purpose of registering Bonds and registering transfers of Bonds as herein provided. 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 -6 - 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, at the option of the registered owner thereof, may 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 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. 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 or the mailing (if there is no 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. 4.03. Interest on any Bond which is payable, and is punctually paid or duly provide~or, 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 or July 15, as the case may be. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date shall forthwith cease to be payable to the registered 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. Suhject 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. 4.04. 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. -7 - 4.05. 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, instead of issuing a new Bond, may 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 5. Execution and Delivery r 5.01. The Bonds shall be executed by the respective facsimile signatures of the Mayor and the City Administrator of the Issuer as set forth in the form of Bond. The text of the approving legal opinion of Holmes bt 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. The Seal of the Issuer shall be omitted from the Bonds as permitted by law. When said Bonds shall have. been duly executed and authenticated by the Registrar in accordance with this resolution, the same shall be delivered to the Purchaser upon payment of -the purchase price, and the receipt of the City Administrator 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. 5.02. Unless litigation shall have been commenced and be pending questions g the Bonds, revenues pledged for payment of the bonds, or the organization of the Lssuer or incumbency of its officers, at the closing, the Mayor and the City Administrator shall execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and a certificate as to payment for and delivery of the Bonds, together with the arbitrage certificate referred to below, and the signed approving legal opinion of Holmes & Graven, Chartered as to the validity and enforceability of the Bonds and the exemption of interest thereon from federal and Minnesota income taxation (other than Minnesota corporate and bank excise taxes measured by income) under present laws and rulings. -8 - Section 6. Funds and Accounts. 6.01. There is hereby created a special fund designated "General Obligation "T'ax Increment Bonds, Series 1984 Fund" (the 'Bond Fund") held and administered by the Finance Director of the Issuer 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 to complete the Project, including any modifications or additions thereto, and the interest thereon, have been fully paid and the Lssuer has been fully reimbursed from the pledge of tax increment for all of the principal and interest of the Bonds paid by the Issuer from taxes levied on property in the City other than the Project area. In the Bond Fund there shall be maintained two separate accounts, to be designated as the "Capital Account" and the "Debt Service Account", respectively. Ca ital Account. The proceeds from the sale of the Bonds, less the amount of the procee s of the Bonds deposited in the Debt Service Account for capitalized interest, and less any accrued interest received thereon deposited in the Debt Service Account, shall be credited to the Capital Recount, from which there shall be paid all costs and expenses of the Project, 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, 273.75, subdivision 4, and Minnesota Statutes, Sections 462.411 et seg.; and the moneys in the Capital Account shall be used for no other purpose. Debt Service Account. There is hereby pledged and there shall be credited to the Debt Service Account (a) all accrued interest received upon delivery of and payment for the Bonds, (b) an amount equal to $23,870 to pay interest on the Bonds prior to the anticipated date of collection of tax increment pledged for the payment of the Bonds, (c) collections of tax increment derived from the District and pledged to the payment of principal and interest on the Bonds, all taxes herein levied for the payment of the Bonds, and revenues derived from other sources and available and pledged to pay principal, premium, if any, and interest on the Bonds, and (d) all funds remaining in the Capital Account after completion of the Project 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 the remaining funds in the Debt Service Account to reimburse the Issuer as provided above. 6.02. The HRA will agree to segregate the tax increment derived from the District on its official books and records and to remit to the Bond Fund of the Issuer the amount of tax increment required to be remitted to the Issuer pursuant to a Tax Increment Pledge Agreement in substantially the form attached hereto as Exhibit A. The Mayor and City Administrator of the Issuer are hereby authorized to execute on behalf of the Lssuer a Tax Increment Pledge Agreement in substantially the form attached hereto as Exhibit A. To provide additional moneys for the payment of said principal and interest there is hereby levied upon all of the taxable property in the Lssuer a direct annual ad valorem tax which shall be equal to 105% of the amount necessary to meet when due the principal and interest payments on the Bonds and shall be spread upon the tax rolls and collected with and -g - 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 (ATTACHED) Said tax levies are such that if collected in full, they will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the bonds (except for interest payable from funds which shall be on hand and irrevocably deposited to the Debt Service Account as of the date of delivery of and payment for the Bonds). Said tax levies shall be irrevocable so long as any of the Bonds are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes Section 475.61, subdivision 3. ~~ The full faith, credit and taxing powers of the Issuer shall tie and are hereby irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due and payable. 6.03. Interest earnings from the investment of money in the Capital Account shall be deposited in the Capital Account. Interest earnings from the investment. of money in the Debt Service Account shall be deposited in the Debt Service Account. 6.04. The Finance Director of the Issuer is directed to keep on file in his office to abulation of the dates and amounts of the principal and interest payments to become due, on the Bonds, and amounts of the principal and interest payments to become due on any other bonds made 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 7. Miscellaneous. 7.01. The Issuer covenants and agrees with the Purchaser and holders of the Bonds that the investments of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds which are considered proceeds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the Issuer hereby certifies that it is not expected that the proceeds of the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under Section 103(c) and regulations thereunder. The Mayor and the City Administrator shall furnish an arbitrage certificate to the Purchaser embracing or based on the foregoing certification at the time of delivery of the Bonds to the Purchaser. The proceeds of the Bonds will likewise be used in such manner that the Bonds are not industrial. development bonds under Section 103(b) of the Internal Revenue Code. 7.02. The City Administrator is hereby authorized and directed to certify a copy o~ this Resolution and to cause the same to be filed in the office of the -lo- county auditor of Wright County together with the executed Pledge Agreement and such other information as the county auditor may require, and to obtain from the county auditor a certificate that the Bonds have been entered upon its bond register and that the levy contained in this Resolution has been made. 7.03. 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. dopted this 23rd day of April, 1984. ~~~,.C~ _ ~~ City ministrator Mayor -11-