HomeMy WebLinkAbout01-035 - ADMIN Resolution - City Council - 2001/04/16RESOLUTION NO. 01-035
A RESOLUTION AWARDING THE SALE OF $7,650,000
TAXABLE GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 2001A;
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 St. Louis Park, Hennepin County,
Minnesota (City) as follows:
Section 1 Sale of Bonds
1.01. It is hereby determined that:
(a) the City has duly established the following project areas and tax increment
districts: (i) Excelsior Boulevard Redevelopment Project; (ii) Oak Park Village Redevelopment
Project; and (iii) the Highway 7 Development District (collectively referred to herein as the
"Districts") pursuant to Minnesota Statutes, Sections 469.001 through 469.047, Chapter 472A,
and Sections 469.174 to 469 179 and predecessor statutes (Act);
(b) the control, authority and operation of the Districts were transferred to the St.
Louis Park Economic Development Authonty (Authority) by Resolution No. 88-134 of the City,
pursuant to Minnesota Statutes, Section 469.094; and
(c) by Resolution No. 90-4 of the Authority and Resolution No. 90-29 of the City, the
geographical areas of the project areas associated with the Districts were expanded and joined
(such expanded coterminous area is referred to herein as the "Project Area"); and
(d) the City is authorized by Section 469 178 of the TIF Act to issue and sell its
general obligations to pay all or a portion of the public development and redevelopment costs
(Costs) related to the Project Area as identified in the redevelopment plan and program and tax
increment financing plan (Plans) for the Districts;
(e) the City is authorized by Minnesota Statutes, Chapter 475 (Act) and Section
475.67, subdivision 3, of the Act to issue and sell its general obligation bonds to refund
obligations and the interest thereon before the due date of the obligations, if consistent with
covenants made with the holders thereof, vshen determined by the City Council to be necessary
or desirable for the reduction of debt service cost to the City or for the extension or adjustment of
maturities in relation to the resources available for their payment,
(f) Section 475.67, subdivision 4 of the Act permits the sale of refunding obligations
dui mg the six month period prior to the date on which the obligations to be refunded may be
called for iedemption;
(g) it is necessary and desirable to reduce debt service costs that the City issue
$7,650,000 Taxable General Obligation Tax Increment Refunding Bonds, Series 2001A (Bonds)
to refund certain outstanding general obligations of the City, the proceeds of which have been or
may be used to pay certain costs in the Project Arca,
Resolution No. 01-035
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(h) the outstanding bonds to be refur.d ;d (Refunded Bonds) consist of the
$13,000,000 Taxable General Obligation Variable Rate Demand Tax Increment Bonds, Series
1997B, dated May 20, 1997, of which $12,290,000 in principal amount is currently outstanding
and is callable on any date for which timely notice of redemption is given.
(i) the Mayor and City Manager are authorized and directed to execute a Tax
Increment Pledge Agreement between the City and the Authority (Pledge Agreement) in
substantially the form on file in City Hall, pursuant to which the Authority pledges certain
Available Tax Increment (as defined in the Pledge Agreement) to pay principal of and interest on
the Bonds.
1 02. The proposal of Cronin & Company, Inc. (Purchaser) to purchase $7,650,000
Taxable General Obligation Tax Increment Refunding Bonds, Series 2001A (Bonds) of the City
described in the Official Terms of Proposal thereof is sound and determined to be a reasonable
offer and is accepted, the proposal being to purchase the Bonds at a price of $7,599,564.10 plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Date of Interest Date of Interest
Maturity Rate Maturity Rate
2/1/2002 5.50% 2/1/2007 6.00%
8/1/2002 5.50% 8/1/2007 6.00%
2/1/2003 5.50% 2/1/2008 6.00%
8/1/2003 5.50% 8/1/2008 6.00%
2/1/2004 5.50% 2/1/2009 6.00%
8/1/2004 5.50% 8/1/2009 6.00%
2/1/2005 5 50% 2/1/2010 6.00%
8/1/2005 5.50% 8/1/2010 6.00%
2/1/2006 5.60% 2/1/2011 6.00%
8/1/2006 6.00%
True interest cost: 6.0294%
1.03. The sum of $64,264 10 being the amount proposed by the Purchaser in excess of
$7,535,300 will be credited to the Debt Service Fund hereinafter cleated. The City Manager is
directed to retain the good faith check of the Purchaser pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor
and City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1 04 The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 469 (Act) in the total principal amount of $7,650,000, originally dated May 1, 2001, in
the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward,
bearing interest as above set forth, and maturing serially on February 1 and August 1 in the years
and amounts as follows:
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Resolution No. 01-035 -3-
Date of Date of
Maturity Amount Matunty Amount
2/1/2002 $440,000 2/1/2007 $400,000
8/1/2002 310,000 8/1/2007 410,000
2/1/2003 325,000 2/1/2008 420,000
8/1/2003 330,000 8/1/2008 440,000
2/1/2004 340,000 2/1/2009 450,000
8/1/2004 350,000 8/1/2009 460,000
2/1/2005 360,000 2/1/2010 480,000
8/1/2005 370,000 8/1/2010 490,000
2/1/2006 380,000 2/1/2011 505,000
8/1/2006 390,000
1 05 Optional Redemption The City may elect on February 1, 2008, and on any day
thereafter to prepay Bonds due on or after August 1, 2008. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
1 06 Term Bonds. To be completed if Term Bonds are requested by the Purchaser.
Section 2. Registration and Payment.
2 01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein
2.02 Dates, Interest Payment Dates. Each Bond will 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 (r) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (n) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing February 1,
2002, to the registered owners of record thereof as of the close of business on the fifteenth day of
Mc Immediately pi cccding month, whether of not such day is a business day.
2.03. Registration. The City will appoint 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 are as follows.
(a) Register The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfeis and exchanges of Bonds entitled to be registered,
transfer red or exchanged
Resolution No 01-035 -4-
(b) Transfer of Bonds. Upon surrender for transfer of a 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 will
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 that
interest payment date
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will 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. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will 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 a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid
(g) Taxes. Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a 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 the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar an appropnate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City If the mutilated, destroyed, stolen or lost Bond has already matured
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Resolution No. 01-035 -5-
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. 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) 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 the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. 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.
2 04 Appointment of Initial Registrar The City appoints the City Finance Director of
the City of St Louis Park, Minnesota, as the initial Registrar. The City reserves the right to
designate a successor Registrar, in which case the following terms apply. The Mayor and the
City Manager 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
iesulting corporation is a bank or trust company authorized by law to conduct such business, the
resulting corporation is 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 must deliver all cash and Bonds in its
possession to the successor Registiar and must deliver the bond register to the successor
Registrar. On or before each principal or interest due date, without further order of this Council,
the City Director of Finance must transmit to the Registrar monies sufficient for the payment of
all principal and interest then due.
2.05. Execution, Authentication and Delivery The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that those signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature
appears on the Bonds ceases to be such officer before the delivery of a Bond, such signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery Notwithstanding such execution, a Bond will not 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 the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on a
Bond is conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been so prepared, executed and authenticated, the City Manager will
deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled
Resolution No 01-035 -6-
Section 3. Form of Bond
3 01 The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
TAXABLE GENERAL OBLIGATION TAX INCREMENT
REFUNDING BOND, SERIES 2001A
Date of
Rate Maturity Original Issue
May 1, 2001
Registered Owner: Cede & Co
CUSIP
The City of St Louis Park, Minnesota, 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 the Registeied Owner specified above 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, commencing February 1, 2002, to the person in whose name this Bond is registered
at the close of business on the fifteenth day (whether or not a business day) of the immediately
preceding month The interest hereon and, upon presentation and surrender hereof, the principal
hereof are payable in lawful money of the United States of America by check or draft by the City
Finance Director of the City of St. Louis Park, Minnesota, as Bond Registrar, Paying Agent,
Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and
are hereby irrevocably pledged.
The City may elect on February 1, 2008, and on any day thereafter to prepay Bonds due
on or after August 1, 2008. Redemption may be in whole or in part and if in part, at the option of
the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify The Depository Trust Company (DTC) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
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Resolution No 01-035 -7-
This Bond is one of an issue in the aggregate principal amount of $7,650,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on Apnl 16, 2001
(the Resolution), for the purpose of providing money to aid in refinancing public development
and redevelopment costs in a redevelopment pioject and development district (Project Area) in
the City, pursuant to and in full conformity with the home rule charter of the City and the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174
through 469 179, the Minnesota Tax Increment Financing Act, and Minnesota Statutes, Sections
469.001 through 469.047, and the pnncipal hereof and interest hereon are payable primanly from
tax increments resulting from increases in taxable valuation of real property in certain tax
increment financing districts within the Project Area as set forth in the Resolution to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any
deficiency of tax increments pledged, which taxes may be levied 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 maturities
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authonzed in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations 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 will
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 home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Bond in order to make it a valid and binding general obligation of the City
in accordance with its terms, have been done, do exist, have happened and have been performed
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any secunty or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Bond Registrar by manual signature of one of its authorized representatives.
Resolution No. 01-035
Reviewed for Administration•
ity Manager
Attest.
5(1\--j'y Clerk
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'/ A�ptcd,py th- City Council April 16, 2001
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