HomeMy WebLinkAboutJune 23, 1993OFFICIAL PROCEEDINGS
SPECIAL COUNCIL MEETING
COLUMBIA HEIGHTS CITY COUNCIL
JUNE 23, 1993
The Special Council Meeting was called to order at 3:00 p.m. by
Mayor Murzyn.
1. ROLL CALL
Clerkin, Nawrocki, Ruettimann, Murzyn - present
Peterson - absent
2. PURPOSE OF THE SPECIAL MEETING
To consider and adopt a resolution for the sale of $735,000 in
taxable general obligation refunding bonds.
3. PRESENTATION
Dan Hartman, Springsted Financial Advisors, distributed copies
of the Official Statement dated June 23, 1993. He compared
this issue to that of the Winona Port Authority on June 21,
1993. He advised that the savings have decreased about $1,500.
Councilmember Nawrocki expressed his concern regarding not
having a breakdown for all of the costs for this matter. He
was specifically concerned with not having a firm figure for
the legal and attorney fees before any action was taken. He
recalled a previous situation where there was an additional
$5,000 due for legal fees about which the Council has not been
apprised.
The cost sheet gave an estimate of costs for a total of
$18,575. Dan Hartman suggested this estimate is usually
conservative and he did not feel the fees would be any higher
when they are finalized. He offered to pay any fees owing over
the estimated costs. He suggested the Council could approve
the resolution with the stipulation that the costs will not go
over $18,575.
Councilmember Nawrocki had also expressed a concern regarding
the notice of sale and how it met the state statute
requirements. He discussed this matter with the City's bond
counsel and had been assured that the procedure employed by
the City met the statutorial requirements.
4. APPROVAL OF THE RESOLUTION
Motion by Nawrocki, second by Clerkin to waive the reading of
the resolution there being ample copies available for the
public. Roll call: All ayes
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 2
RESOLUTION NO. 93-25
BEING A RESOLUTION AWARDING THE SALE OF $735,000 TAXABLE
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993A; 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 Columbia
HeiGhts, Anoka County, Minnesota (City) as follows:
Section 1:
Sale of Bonds.
1.01. The proposal of Miller & Schroeder Financial, Inc.
(Purchaser) to purchase $735,000 Taxable General ObliGation
Refunding Bonds, Series 1993A (Bonds) of the City described in
the Terms of Proposal thereof is determined to be a reasonable
offer and is accepted, the proposal being to purchase the
Bonds at a price of $727,650.00 plus accrued interest to date
of delivery, for Bonds bearing interest as follows:
Year Interest Year Interest
of Maturity Rate of Maturity Rate
1994 3.80% 1996 4.75%
1995 4.40 1997 5.15
Net effective interest rate: 5.27%
1.02. The Mayor and City ManaGer are directed to execute a
contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds in a
total principal amount of $735,000, originally dated July 1,
1993, in the demonination of $5,000 each or any integral
multiple thereof, numbered No. R-l, upward, bearing interest
as above set forth, and which mature serially on February 1
without option of prior payment in the years and amounts as
follows:
Year Amount Year Amount
1994 $160,000 1996 $190,000
1995 $185,000 1997 $200,000
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 3
Section 2.
Registration and Payment.
2.01. Registratered Form. The Bonds shall 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 (i) the date of
authentication is in interest payment date to which interest
has been paid or made available for payment, in which such
Bond shall be dated as of the date of authentication, or (ii)
the date of authentication is prior to the first interest
payment date, in which case such 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, 1994, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2.03. Registration. The City will appoint, and shall maintain,
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 Register 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 transfers and exchanges of Bonds entitled to
be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender of transfer of a Bond
duly endorsed by the registered owner, thereof or accompanied
by a written instrument of transfer, in for satisfactory to
the Registrar, duly executed 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 such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 4
and deliver one or more new bonds for 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 any 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 judgement, deems proper 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 such Bond to the
extent of the sum or sums so paid.
g. Taxes, Fees and Charqes. For a 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 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 of any 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 of an appropriate 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
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 5
such cancellation must be given to the City. If the mutilated,
destroyed or stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
2.04. Appointment of Initial Reqistrar. The City appoints
Norwest Bank Minnesota N.A., Minneapolis, Minnesota, as the
initial Registrar. The Mayor and 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 resulting corporation is a
bank or trust company authorized by law to conduct such
business, such 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 Registrar 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 Clerk-Treasurer must transmit to
the Registrar moneys sufficient for the payment of all
principal and interest then due.
2.05. Execution, Authentication and Deliver. The Bonds will be
prepared under the direction of the Manager and executed on
behalf of the City by the signtures of the Mayor and the
Manager, provided that all signatures may be printed, engraved
or lithographed facsimiles of the originals. In case of any
officer whose signature or facsimile of whose signature
appears on the Bonds ceases to be such officer before the
delivery of any 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 each 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 Manager shall 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 purchasing price.
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 6
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.
Section 3.
Form of Bond.
3.01. The Bonds will be printed in substantially the following
form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
TAXABLE GENERAL OBLIGATION REFUNDING BOND, SERIES 1993A
Rate Maturity Date of Original Issue CUSIP
July 1, 1993
The City of Columbia Heights, Minnesota, a duly organized and
existing municipal corporation in Anoka County, Minnesota
acknowledges itself to be indebted and for value received
promises to pay
or registered assigns, the principal sum of $__ on the
maturity date specified above without option to prior payment,
with interest thereon from the date hereof at the annual rate
specified above, payable February 1 and August 1 in each year,
commencing February I, 1994, 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 , 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
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 7
taxing powers of the City have been and are hereby irrevocably
pledged.
Additional provisions of this Bond are contained on the
reverse hereof and such provisions for all purposes have the
same effect as though fully set forth in this place.
This Bond is not valid or obligatory for any purpose or
entitled to any security 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.
IN WITNESS WHEREOF, the City of Columbia Heights, Anoka County,
Minnesota, by its City Counoil, has caused this Bond to be
executed on 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
CITY OF COLUMBIA HEIGHTS, MINNESOTA
(Facsimile
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate amount of
$735,000 all of like original issued date and tenor, except as
to number, maturity date, and interest rate, all issued
pursuant to a resolution adopted by the City Council on June
23, 1993 (the Resolution), for the purpose of providing money
to refund the outstanding principal amount of certain general
obligation bonds of the City, pursuant to and in full
conformity with the Constitution and laws of the State of
Minnesota, and the City's home rule charter, including
Minnesota Statutes, Chapters 469 and 475, and the principal
hereof and interest hereon are payable primarily from tax
increments resulting from increases in the taxable value of
real property in a tax increment financing district in the
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 8
City, 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 in
tax increments and taxes 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 Drovided in the Resolution and subject to certain
limitation 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 authorized 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 shall 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 Constitution
and laws of the State of Minnesota and the City's home rule
charter 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.
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 9
(Form of certificate to be 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 Columbia Heights, Minnesota, which
includes the within Bond, dated as of the date of delivery of
and payment for the Bonds.
Facsimile Signature
City Manager
The following abbreviations, when used in the inscription on
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 in common
UNIF GiFT MIN ACT -- Custodian
(Cust) (Minor)
TEN ENT -- as .tenants by entireties under Uniform Gifts or
Transfers to Minors
JT TEN -- as joint tenants with right of survivorship and not
as tenants in common Act ...........
(State)
Additional abbreviations may also be used though not in the
above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto the within Bond and all rights
thereunder, and does not hereby irrevocably constitute and
appoint attorney to transfer the said Bond on the
books kept for 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, without alteration or any
change whatever.
Signature Guaranteed:
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 10
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of
the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond
unless the information concerning the assignee requested below
is provided.
Name and Address:
(Include information for all joint owners
if this Bond is held by joint account.)
3.02. The City Manager is authorized and directed to obtain a
copy of the proposed approving legal opinion of Holmes &
Graven, Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and cause the opinion to
be printed on each Bond, together with a certificate to be
signed by the facsimile signature of the Manager in
substantially the form set forth in the form of Bond. The
Manager is authorized and directed to execute the certificate
in the name of the City upon receipt of the opinion and to
file the opinion in the City offices.
Section 4.
Payment; Security; P]edqes and Covenants.
4.01. (a) The Bonds are payable from the Taxable General
Obligation Refunding Bonds, Series 1993A Debt Service Account
(Debt Service Account) hereby created within the City's
Project Account created on the official records of the City by
resolution adopted on August 11, 1980, and the proceeds of tax
increments resulting from increases in the taxable value of
real property in the Sullivan Lake Tax Increment Financing
District (District) and the Downtown CBD Revitalization
Project (Project) which are pledged to the City pursuant to a
tax increment pledge agreement between the City and the
Housing and Redevelopment Authority in and for the City of
Columbia Heights, in an amount sufficient to pay principal of
and interest on the Bonds are hereby pledged to the Debt
Service Account.
(b) The debt service account heretofore established for the
Refunded Bonds as defined in the resolution providing for the
issuance and sale of the Bonds, is terminated from and after
August 1, 1993, and all monies therein are hereby directed to
be transferrd on that date to the Debt Service Account herein
created.
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 11
If any payment of principal or interest on the Bonds shall
become due when there is not sufficient money in the Debt
Service Account to pay the same, the Clerk-Treasurer shall pay
such principal or interest from the general fund of the City,
and the general fund shall be reimbursed for such advances out
of the proceeds of taxes levied, and tax increments when
collected.
(c) There is hereby appropriated to the Debt Service Account
any amount over the minimum purchase price of the Bonds paid
by the Purchaser, all accrued interest paid by the Purchaser
upon closing and delivery of the Bonds, and the proceeds of
any taxes from time to time levied for the payment of the
Bonds.
4.02. The Clerk-Treasurer is directed to file a certified copy
of this resolution with the Property Records and Taxation
Division Manager and to obtain the certificate required by
Section 475.63 of the Act.
4.03. It is hereby determined that upon the receipt of
proceeds of the Bonds (Proceeds) for payment of the Refunded
Bonds that an irrevocable appropriation to the debt service
account for the Refunded Bonds shall have been made within the
meaning of Section 475.61, Subdivision 3 of the Act and the
Clerk-Treasurer is hereby authorized and directed to certify
such fact to the request the Property Records and Taxation
Division Manager to cancel and and al! tax levies made by the
resolution and authorizing and approving the Refunded Bonds.
4.04. It is hereby determined that the estimated collection of
the tax increments will produce at least five percent in
excess of the amount needed to meet when due, the princip] and
interest payments on the Bonds and that no tax levy is needed
at this time. The full faith and credit and taxing powers of
the City are irrevocably Dledged for the prompt and ful!
payment of principal and interest on the Bonds.
Section 5. Refundinq; Findinqs; Redemption of Refund Bonds.
5.01. The Refunded Bonds are the General Obligation Taxab!e
Tax Increment Bonds, Series 1987A, of the City, dated August
1, 1987, of which $710,000 in principal amount is callable on
August 1, 1993. It is hereby found and determined that based
upon information presently available from the City's financial
advisers, the issuance of the Bonds is consistent with
covenants made with the holders thereof and is necessary and
desirab!e for the reduction of debt service cost to the
municipality.
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 12
5.02. It is hereby found and determined that the Proceeds will
be sufficient to prepay all of the principal of, interest on
and redemption premium (if any) on the Refunded Bonds.
5.03. The Refunded Bonds maturing on February 1, 1994 and
thereafter shall be redeemed and prepaid on August 1, 1993.
The Refunded Bonds shall be redeemed and prepaid in accordance
with their terms and in accordance with the terms and
conditions set forth in the forms of Notice of Call for
Redemption attached hereto as Attachment A which terms and
conditions are hereby approved and incorporated herein by
reference. The City is hereby authorized and directed to
forthwith publish the Notice of Call for Redemption in a
publication qualified under Section 475.54 of Minnesota
Statutes and to send written notices of call to the paying
agent for the Refunded Bonds, provided that published notice
alone shall be effective.
5.04. When all Bonds and all interest thereon, have been
discharged as provided in this section, all pledges, covenants
and other rights granted by this resolution to the holders of
the Bonds shall cease, except that the pledge of the full
faith and credit of the City for the prompt and full payment
of the principal of and interest on the Bonds shall remain in
full force and effect. The City may discharge all bonds which
are due on any date by depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in
full. If any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a
sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
Section 6.
Authentication of Transcript.
6.01. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys
approving the Bonds, certified copies of proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other
certificates, affidavits and transcripts as may be required to
show the facts within their knowledge or as shown by the books
and records in their custody and under their control, relating
to the validity and marketability of the Bonds and such
instruments, including any heretofore furnished, shall be
deemed representations of the City as to the facts stated
herein.
SPECIAL COUNCIL MEETING
JUNE 23, 1993
PAGE 13
6.02. The Mayor and City Manager are hereby authorized and
directed to certify that they have examined the Official
Statement prepared and circulated in connection with the
issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and
accurate representation of the facts and representations made
therein as of the date of the Official Statement.
Offered by:
Seconded by:
Roll call:
Ruettimann
Nawrocki
Nawrocki, Clerkin, Peterson, Murzyn - aye
Peterson - absent
o
ADJOURNMENT
Motion by Nawrocki, second by Ruettimann to adjourn the
Special Meeting at 3:17 p.m. Roll call: All ayes
-Anne Student, Council Secretary