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85-039 RES Member Engstrom then introduced the following . resolution and moved its adoption: . . RESOLUTION NO. 85-39 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS, AND PROVIDING FOR THE PAYMENT OF $850,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985A BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. This Council, by resolution duly adopted July 15, 1985, authorized the issuance and sale of General Obligation Tax Increment Bonds, Series 1985A, of the Issuer, initially dated.September 1, 1985, hereinafter called "the Bonds," to finance the cost of certain improvements under a tax increment financing plan in Tax Increment Financing District No. 1 established by the Issuer. 1.02. Notice of sale of the Bonds has been duly published, and the Council has publicly considered all sealed bids presented in conformity with the notice. The most favorable of such bids is determined to be that of Allison-Nilliams Company (the Purchaser), to purchase the Bonds at a price of $833,400.00 plus accrued interest to the day of delivery and payment, and upon the further terms and conditions set forth in this resolution. The bid of the Purchaser is hereby accepted and the sale of the Bonds is hereby awarded to the Purchaser. The amount of the purchase price in excess of Eight Hundred Thirty-three Thousand Four Hundred Dollars ($833,400), if any, shall be deposited in the debt service account created by section 4.01 of this resolution. 1.03. The Mayor and the City Clerk-Administrator are directed to execute in duplicate a contract on the part of the Issuer for the sale of the Bonds in accordance with the terms described in Section 1.02, and to deliver a duplicate to the Purchaser. The Treasurer is directed to deposit the Purchaser's check securing the contract of sale and to return the checks securing other bids to the respective bidders. Section 2. Bond Terms; Reqistration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations. The Bonds shall be designated General Obligation Tax Increment Bonds, Series 1985A, shall be originally dated as of September 1, 1985, shall be in the denomination of $5,000 each, or any 4. . . . integral multiple thereof, shall 'mature on February 1, in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate 1988 $30,000 6.50% 1989 $55,000 6.75% 1990 $60,000 7.00% 1991 $65,000 7.25% 1992 $70,000 7.50% 1993 $75,000 7.75% 1994 $80,000 8.00% 1995 $85,000 8.20% 1996 $110,000 8.40% 1997 $110,000 8.60% 1998 $110,000 8.75% 2.02. Dates; Interest Payment Dates; Interest and Principal Payment. 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, 1986, in which case such Bond shall be dated as of September 1, 1985. 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 (15th) day of the immediately preceding month, whether or not such day is a business day (the Record Date). Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name the Bond is registered on the registration books of the City maintained by the Registrar and at the address appearing thereon on the Record Date. Principal of any Bond, at maturity or earlier redemption, is payable on presentation and surrender ,of the Bond at the principal office of the paying agent. 2.03. Reqistration. The Bonds shall be issued in fully registered form. The Issuer shall appoint, and shall maintain, a bond registrar, transfer agent, and paying agent (the Registrar). The effect of registration and the rights and duties of the Issuer 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 the Bonds and the 5. . registration of transfers and exchanges of .Bonds. (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 (15th) day of the month preceding each interest payment date and until such interest payment date. (c) Exchanqe 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, so designated 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 Issuer. (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 improper or unauthorized. . (f) Persons Deemed Owners. The Issuer 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, any 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 6. (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 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 furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. 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. A~pointment of Initial Registrar. The Issuer hereby appoints First National Bank of Minneapolis, in Minneapolis, MN as the initial Registrar. The Mayor and the City Clerk- Administrator are authorized to execute and deliver, on behalf of the Issuer, 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 Issuer agrees to pay the reasonable and customary ~harges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty (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 ~ ~ I 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 sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. 7 . . . ,,--- f /f:~ , .l" possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.05. Redemption. Bonds maturing in the years 1988 through 1994 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1995 through 1998 shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in inverse order of maturity dates and by lot, assigned in proportion to their principal amount, within any maturity, on February 1, 1994, and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest to the date of redemption. Prior to the date set for redemption of any Bond which is to be called for redemption prior to its stated maturity date, the Clerk shall cause notice of the call for redemption thereof to be published as required by law, and, at least thirty (30) days prior to the designated redemption date, shall cause notice of the call for redemption thereof to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in section 2.03 hereof. 2.06. Execution, Authentication, and Delivery. The Bonds shall be prepared under the direction of the City Clerk- Administrator and shall be executed on behalf of the Issuer by the signatures of the Mayor and City Clerk-Administrator, 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 that officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security hereunder until the certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. ~ertificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive 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 upon payment of the purchase price in accordance with the contract of sale, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.07. Form of Bonds. The Bonds shall be printed in substantially the following form:. 8. . . [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1985A Rate Maturity Date of Oriqinal Issue CUSIP September 1, 1985 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS. KNOW ALL PERSONS BY THESE PRESENTS that City of Elk River, Minnesota (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above, unless called for earlier redemption, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360-day year of twelve 30-day months), payable on February 1 and August 1 (the Interest Payment Date) in each year, commencing August 1, 1986, until the principal sum is paid or has been provided for. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , a duly organized and validly existing under the laws of (the Registrar), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the registered owner at the address appearing on the bond register maintained by the Registrar at the close of business on the fifteenth (15th) day, whether or not a business day, of the calendar month next preceding such Interest Payment Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. 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 Issuer have been and are hereby irrevocably pledged. 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 9 . . . . exist, to happen, and to be performed precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the Issuer in accordance with its terms, have been done, do exist, have happened, and have been performed in regular and due form, time, and manner as so required; that the Bonds are payable from a separate debt service account of the Issuer, from tax increments resulting from increases in assessed valuation of real property within Tax Increment Financing District No. 1 (the District) in the City of Elk River, Minnesota, and ad valorem taxes which have been appropriated to such account; that, if necessary for payment of principal and of interest on the bonds of this issue, additional ad valorem taxes may be levied upon all taxable property within the corporate limits of the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation. 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 authorizing its issuance (the Resolution) until the Certificate of Authentication hereon shall have been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the Issuer by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and the City Clerk-Administrator and has caused this Bond to be dated as of the date set forth below. CITY OF ELK RIVER, MINNESOTA Dated: Mayor ATTEST: City Clerk-Administrator 10.