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85-7123R._ _ 68 RESOLUTION N0. 7123 .-._ RESOLUTION AWARDING THE SALE OF $1$,.675,000 GENERAL OBLIGATION TEMPORARY REDEVELOPMENT BONDS, SERIES 1985 FIXING THEIR FORM AND SPECIFICATIONS; • DIRECTING THEIR ERECUTION AND DELIVERY; AND PROVIDING-FOR THEIR PAYMENT. BE IT RESOLVED•By the City Council of the City of Richfield, Minnesota, (City) as follows: Section 1. Saie of Bonds. 1.01. The bid of -Norw ~t Sa u ; ~' _ Inc a (Purchaser) to purchase $18,675,000 General Obligation Temporary' Redevelop- ment Bonds, Series 1985 (Bonds) of the City described in the Official Notice of Sale thereof is hereby found and determined to be the highest axed best bid received pursuant to duly advertised notice of sale and shall be and;, is ..hereby accepted, the bid. being to purchase the Bonds at a price of $1~,~~a.6-q? _ plus accrued interest to date of delivery, for Bonds bearing interest at the rate of 6.0.0 ~ per annum The City Finance Director is directed to deposit the good faith check of the Purchaser on behalf of the City pending completion of the sale and delivery of the Bonds and to return the checks. of the unsuccessful bidders forthwith. The .sum..of $18.675 being the amount offered by the Purchaser in excess of $18,488,250 shall be credited to the Debt Service Fund created by Section 3. 1.02. The City shall forthwith issue and sell the Bonds in the total principal amount of $18,675,000, originallq dated as of December I, 19$5, the Bonds being in fully registered form and issued in the denomination of $5.,000 or any integral multiple thereof, numbered no. R-1 upward, bearing interest as above set forth, and which Bonds mature on December 1, 1988. The City may elect on .December 1, 1986, and on any interest payment date thereafter, to_ prepay the Bonds in whole or in part. If onlq part of the Bonds are called for prepayment the specific bonds to be prepaid will be chosen by lot by the Registrar. All prepayments shall be at a price of par and accrued interest to date of redemption. Section 2. Form: Registration. 2.01. Registered Form. The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereo sha1Z be payable by check or draft issued b~, the Registrar described here n. 2.02. .Dates; Interest the Last interest. payment c which interest on the Bond unless (i) the date of authe; interest has been paid or m; Band shall be dated as of tb authentication is prior to J dated as~of December I, 1985 on December 1 and June I its owner of. record thereof as of the immediately preceding man ~yment Dates. Each Bond shall be dated as of ae preceding the date of authentication to as been paid or made available for payment, acation is an interest payment date to which Ie available for payment, in which case such date of authentication, or (ii) the date of ne 1, 1986, in which case such Boad shall be The interest on the Bonds shall be payable each year, commencing June 1, 198b, to the the close of business oa the fifteenth day of h, whether or not such daq is a business day. 2.03. R~e~istration. The Citq shall appoint, and shall maintain, a bond registrar, tzansfer agent, authenticating agent and paying -agent (Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. Thee Registrar shall keep at its principal corpo- rate. trust4off3ce a boad~l,register in which the Registrar shall provide for the registration ofl ownership of Bonds and the registration of transfers and exchanges, of Bonds entitled to be registered, trans- ferred or exchanged. ' (b) Transfer of Bo' duly endorsed by the r written instrument of tr. duly e;.ecuted b~ the red authorized by the regis authenticate and deliver transferees, one or moz amount and maturity, as may, however, close the the fifteenth dap of the and until such interest ~ ds. Upon surrender for transfer of any Bond. gistered owner thereof or accompanied by a asfer, in form satisfactory to the Registrar, Lstered owner thereof or by an attorney duly :erect owner in writing, the Registrar shall in the name of the designated transferee or new Bonds of a like aggregate principal requested by the transferor. The Registrar gooks for registration of any transfer after month preceding each interest payment date 3yment .date. (c) Exchan a of Boards. Whenever any Bonds are surrendered by the registered owner far ,exchange the Registrar shall authenticate and deliver one or more new Bonds of a 3ike aggregate principal amount and maturity, as requested by'Ithe registered owner or the owner's attorney in writing. (d) Cancellation. AIZ Bonds surrendered .upon any transfer or exchange shall' be promptly cancelled by the Registrar and thereafter disposed of as direct' '°- *he City. (e) Improper or Unauthorized Transfer. When any Bond is pre- sented to the. Registrar ',,for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Band or separate instrument of transfer is valid and genuine and that the requested transfer i!s legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City-and the Registrar may treat the person in whose name any Bond is at nay time registered in the -bond register as the absolute owner of such Bond, whether such Bond shall be overdue or no , for the purpose of.receiving payment of, or on account of, the principal of and interest oa such Boad and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid. and effectual to satisfq and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g)~ Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffi- cient to reimburse the Registrar for any tax, fee or other govern- mental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case .any Boad shall become mutilated or be destroyed, stolen or Lost, the Registrar shall deliver a new Bond. of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reason- able expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or Iost, 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 band or indemnity in form, substance and amount satisfactory, to it, in which. both the City and the Registrar shall be named as obligees. All Bonds so sur- rendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior .to payment. (i) In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not mare than b0 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books kept.by the Registrar and by publishing said notice is the manner required by law. Failure to give such notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemp- tion are an deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City hereby appoints American D'ational Bank and Trust Company, St. Paul, Minnesota, as the initial Registrar. _The May r and. the Manager are authorized to execute and deliver, on behalf of the C~ty a contract with the Registrar. Upoa merger or consolidation of the Registrar with another corporation, if the resultW ing corporation is a bank !or trust company authorized by law to conduct such business, such corpor tion shall be authorized to act as successor Registrar.:: The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon ~0 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register tb the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance: Director shall transmit to the Registrar moneys sufficient for the paymeat of all principal andinterest then due. . Z.OS. E~ce~, cu~tio_n, A prepared under the direction of the City by the signature all signatures may be prince originals. In case any off signature shall appear on tf the delivery of any Bond, suc valid and sufficient for al] office until delivery. Note valid or obligatory for any under this Resolution unless such Bond has been duly eyes representative of the Registz ent Bonds need not be signe ^ertificate of authenticateo that. it has been authenticat the fonds have been so prep: Director shall deliver the s the purchase price in accords and executed, aad the Purct application of the purchase p lzzcatzon and Deliver The Bonds shall be ~f the Manager and shall be executed on behalf s of the Mayor and the Manager, provided that i, engraved or lithographed facsimiles of the cer whose signature or a facsimile o£ whose :Bonds shall cease to be such offieer before i signature or facsimile shall nevertheless be purposes, the same as if he had remained in .thstanding such execution, no Bond shall be ~rpose or entitled to any security or benefit and until a certificate of authentication on .ted by the manual signature of an authorized ,r. ,Certificates of auth.2nticatioa on differ- I by the same representative. The executed on each Bond shall. be conclusive evidence d and delivered under this Resolution. When red, executed and authenticated, the Finance me to the Purchaser thereof upon payment of :ce with the contract of sale heretofore made ser shall not be obligated to see to the 2.06. Fora of Bonds. The Bands shall be printed in substantially .the following form: [Face. of the Bond] UNITED STATES OF AMERICA STATE OF MZNNES02A GOUNTY OF HENNEPIN . CITY OF RICHFIELD GENERAL OBLIGATION TEMPORARY REDEVELOPMENT-BOND, .SERIES-1985 ' Date of Rate Maturity Original Issue CUSZP ~~~ ~ December I, 1985 No. R- KNOW EVERYONE BY THESE PRESENTS that the City of Richfield, a duly organized and existing municipal corporation in Hennepin County, Minnesota (City),. acknowledges itself to be indebted and for value received hereby promises to pay to or registered assigns the principal sum of $ on the maturity date specified above, with interest thereoa from the date hereof at the annual rate specified above, payable June 1 and December l in each year, com- mencing June 1, 1986, to the person in whose name this Bond is registered at the close of business on the 15th~day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presenta- tion and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by American National Bank and Trust Company, St. Paul, Minnesota, as Bond Registrar, Transfer Ageat, Authenticating Agent and Paying Agent, or its designated successor under the Resolution described herein.. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit aad taxing powers of the City have been and are hereby irrevo- cably pledged. The City may elect on December I, 1986, and on any interest payment date thereafter, to prepay bonds of this issue in whole or in part. If only part of the Bands having a common maturity date are called for prepay- ment the specific. bonds to be prepaid will be chosen by lot by the Regis- trar. All prepaymen ~.; au~.'.1 be at a -=~-' -~ of par and accrued interest to date of redemption. Zn the event any of the Bonds are called for redemptioa, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copq of the redemption notice bq first class mail (postage prepaid) not more than 60 and not Iess than 30 days prior to the date fixed. GENERAL Rate Maturity No. e of the Bond) STATES OF AMERICA E OF MINNESOTA TY OF HENNEPIN OF RICHFIELD ION REFUI3DING BOND OF 1985 Date of Original Issue CUSZP December i, 1985 The City of Richfield,' a' duly organized and existing. municipal cozporation in Hennepin County, lkinnesota (City)., acknowledges itself to be indebted and for value received hereby promises to paq to or registered assigns, the prcc <$~,000) on the maturity date spE date hereof at the annual rate spe in each year, co~amencing August 1, is registered at the close of ba businass nay) of the immediately px presentation and surrender hereof, money of the United States Authenticating Agent and Paying Resolution described herein. Foi and interest as the same respecti taxing powers of the City have beE The City may elect on date thereafter, to prepaq Bonds Redemption may be is whole or i redemption is in part, those maturity date will be prepaid fi maturity date are called for pre chosen by lot by the Registrar. accrued interest. Additional provisions of 'this Bond are contained on the reverse hereof and such provisions shall for alI pjarpases have the same effect as though fully set forth in this place. j This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or' benefit under the Resolution until the. pal sum of THOUSAND DOLLARS afied above, with interest thereon .from the ified above, payable February 1 and August .1 19$6, to the person in~whose-name this Bond airless on the i5th day {whether or not a :.ceding month. The interest hereon and, upon the principal hereof are payable in lawful of America by check or draft by as Bond Registrar, ent, or its designated successor under the ie prompt and full payment of such principal Ly become due, the full faith and credit and and are hereby irrevocably pledged. February 1, 1995, and on any interest payment ofthis issue due on or after February 1, 1996. n part of the Bonds subject to prepayment . If Bonds remaining unpaid which have. the latest zst. Lf anly part of the Bonds having a common payfaeat the specific Bonds to be prepaid will be Al;l prepayments shall be at a price of par and for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration brooks kept by the Registrar and by publishing said notice in the manner required by law. Failure to give. such notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. All Bands so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have. the same effect as though fully set forth in this place. This Bond shall not be valid or become obligatorq for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar bq manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the Citq of Richfield, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed of its behalf by 'the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: (facsimile) City Manager CERTIFICATE AIITHENTIGATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative [Reverse of the Bond) This Bond is one of an issue in the aggregate principal amount of $18,675,000, all of like original date and tenor, except as to number, maturity date, interest rate, and provision for redemption, issued pursuant to a resolution adopted by the City Council on December 2, I985 (the Resolution), for the purpose of providing moneq to finance all or a portion of the public redevelopment c Tax Increment Financing Distr fu21 conformity with the C Minnesota, including Mianesc Section 462.411, et seq. and Increments) resulting from property in the District pars City and the Housing and RedE dated 1985, but and, at or prior to the mat issue and sell definitive, lc the interest on and principa cannot be paid from Tax Incre properlq available and are a this series are issued only ~S,DOO or any integral multp: As provided in the Reso forth therein, this Bond is i principal office of the Bond person or by his attorney du: together with a written iasi Registrar, duly executed by also be surrendered in exch~ bons. IIpon such transfer o Bonds to be issued in the na the same aggregate principal maturing on the same date, governmental charge required exchange, gists of a project (Project) in a Redevelopment: Let (District) in the City, pursuant to and in institution and the laws of the. State of to Statutes, Sections 273.71 to 273.78 and is payable primarily from tax increments (Tax ncreases in the assessed valuation of real cant to a tax increment agreement between the velopment Authority of the City of Richfield, constitutes a general obligation of the .City -ritq of this bond the City is .obligated to ag term or additional temporary bonds to pay Z of this bond to the extent. that the same Tents or from other municipal funds which are ?propriated for such purpose. The bonds of s fully registered bonds in denominations of e thereof of a single maturity. ition and subject to certain limitations set ansferable upon the books of the Citq at the registrar, by the registered owner hereof in authorized in writing upon surrender hereof ument of transfer satisfactory to the Bond ~e registered owner or his attorney; and may ge for Bonds of other authorized denomina- exchange the City will cause a new Bond ar of the transferee or registered owner, of count, bearing interest a the same rate and bject to reimbursement for any tax, fee or o be paid with respect to such-transfer or The City and the Bond Reg',istrar may deem and treat the person in .whose name this Bond is registered{as the absolute owner hereof, whether this Bond is overdue or not., for the purpose of receiving payment. and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the (,contrary. 2T ZS HEREBY CERTIFIED, RECITED, COVENANTED AIdD AGREED that all acts, conditions and things requiredby the charter of the City and the Constitu- tion and .laws of the State ofl 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, ha a been dose, 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 IiCity to exceed any constitutional, statutory or charter limitation of indebtedness. (Form of certificate to bye printed on the reverse side of each Bond, following a full copy of the legal opinion.) I certify that the above is a full,, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Richfield, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment. for the Bonds. .(Facsimile Signature). City Clerk The fallowing abbreviations, when used in the inscription of the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations; . TEN COM -- as tenants UNIF GZFT MIN ACT Custodian in common (Gust) (Minor) TEN ENT -- as tenants _ by entireties ~ under Uniform Gifts to Minors JT TEN -- as point tenants with right of survivorship and Act . not as tenants in common (State) Additional abbreviations may also be used though not in the above List. ASSIGI3MENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept far registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, with- out alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranti brokerage firm having a membt by a national bank or trust company or by tip in one of the: major stock exchanges. The Bond Registrar will not. effect transfer of this Bond unless the information concerning tl~e assignee requested below is provided. Fame and Address: _ _. this Please insert social secur other identifying number of e information for all joint ad is held by joint account) or owners 2.07. The Clerk shall c opinion of LeFevere, Lefler Association, Minneapolis, Mia dating thereof and shall. cap together with a certificate t Clerk in substantially the fc is hereby authorized and dire of the City upon receipt of City offices. Section 3. S 3.01. The Bonds or addi issued sha12 be payable from (Debt Service Fund) hereby crE from the Tax Increment Fina. Redevelopment Project (Projec by the City pursuant to the November 12~, I985 . between tl Authority of the City of -Rich. pledged to the Debt Service ~ Bonds and any additional temp aid of the Project. If any p shall become due when there Fund -to pay the same, the F: interest from the general funs for such advances out of proc the proceeds of additional to the Project. 3.02. The donee with its 273.77, Clause brain a copy of the proposed approving legal Kennedy, O'Brien ~ Drawz, a Professional aesota, which shall be complete except as to ,se the opinion to be printed on each Bond, be signed by the facsimile signature of the rnn set- forth in the form of Bond. The Clerk cted to execute such certificate is the name such opinion and to file the opinion is t:~e tonal temporary or long term bonds similarly she ILN Tax Increment Bond Debt Service~Fuad iced,-and all tax .increments (Tax Increments) sing District (the District) in which the financed by the Bonds is located received Tax Iactement~ Agreement (Agreement) dated e City and the Housing and Redevelopment 3e1d are hereby irrevocably appropriated and end to pay principal of and interest on the nary or long term definitive bonds issued in ~yment of principal or interest on the Bonds s not sufficient money~in the Debt Service nance.Director shall pay such principal or of the City and such fund may be reimbursed eds of Tax Increments when received or from ~porary or long term bonds issued in aid of City Council herewith covenants and agrees that in accor- statutory duties as provided in Minnesota Statutes, Section (d), it will 'spay and retire the Bonds and the interest thereon out of the proceeds of additional temporary bonds or Iong term definitive bonds which the City Council will issue and sell at or prior to the maturity of the Bonds to the extent that the Bonds cannot be paid out of moneys available. in the Debt Service Fund or out. of other municipal funds which are available and appropriated by the City Council to such purpose. The proceeds of such additional bonds or Long term definitive bonds, any taxes hereafter levied for that purpose, and any special assess- ments levied for Project costs are pledged to the Debt Service Fund. 3.03.. It is determined that the proceeds of the Tax iacrements and additional temporary and Iong term definitive bonds as received will be adequate to gay principal and interest on the Bonds when due and that no tax levy pursuant to Minnesota Statutes, Section 475.61 is needed at this time. The Manager is directed. to file a certified copy of the resolution with the Director of Property Taxation of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63. 3.04. The Housing and Redevelopment Authority of the City has pre- sented to .this Council an executed Tax Increment Agreement, a form of which has been reviewed by the Council and which is on file with the City Clerk. The Mayor and the Citq Manager-Clerk are authorized aad directed to execute aad deliver the. Tax Increment Agreement on behalf of the City. Section 4. Common Plan of Financin 4.01. It is found and determined that the scope, intensity and extent of the Public Redevelopment Costs for the Project and the private improve- . rents whose construction is anticipated to be stimulated thereby requires .the issuance and sale, from time to time, of temporary and long term definitive bonds, including the Bonds, to finance those Public Redevelop- . meet Costs. -~ 4.02. It is the intent of the City Council by this Resolution, by the Tax Increment Agreement between the HRA and the City and the TIF Plan, to authorize the issuance and sale of the aggregate principal amount of X18,675,000 of general obligation bonds is temporary or long term defini- tive form under Section 273.77, Clauses (a) and (c) and such issuance and sale is hereby authorized. 4.03. Aay additional temporary bonds issued pursuant to this resolu- tion to pay and retire the Bonds shall be issued in substantially the form provided for in this resolution. Any long term definitive bonds issued pursuant to this resalution shall be in such form, be dated, and mature at such times as shall be fixed by subsequent resolution of this Council and shall bear interest at such rates as shall be determined by the Council at public or private sale as may be permitted by Iaw. 4.04. Capitalized terms used in this resalution have the meanings given them in Resolution No. 7106, dated November 12, 1985. Section 5. Authentication of Transcript. 5.01. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies of pro the Bonds and to the fnancia] other certificates, affidavit: the facts within their knowle their custody and under their ability of the Bonds and sucl nished, sha11 be deemed repre; therein. 5.02.. The Mayor, ManagE and directed to certify than prepared .and circulated fn c Bonds and that, :to the, best, Statement is, as of -the date Lion of the facts and repres City.- - :eedings and records of the City relating to coadit3on and affairs of the City, and such and transcripts as may be required to show tge or as shown by the books and records in :ontrol, relating to the validity and market- instrumeats, including any heretofore fuz- entations of the City as to the facts stated and Finance Director are hereby authorized they have examined the Official Statement nectian with the issuance and sale of the `-their knowledge and belief the Official zereof, a complete and accurate representa- tatons made therein as it relates to the Passed by the City Council of the City of Richfield this 2nd day of December, 1985. ` ATTEST: Thomas P. Ferber C',ity Clerk