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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