HomeMy WebLinkAboutResolution 93-25 Member Rue t t i ma n n then introduced the following written ~esolution
and moved its adoption the ~eading of which had been dispensed with by unanimous
consent:
RESOLUTION NO.
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 of Interest Year of Interest
Maturity Rate 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 the total principal
amount of $ 735.000 , originally dated July 1, 1993, in the denomination 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
Section 9.. Re~stretion and Payment.
2.01. Registered 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.
~.. 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 (t) the date of
authentication is an interest payment date to which interest has been paid or made
available for payment, in which case such Bond shall be dated as of the date of
authentication, or (ti) 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 originai issue.
The interest on the Bonds is payable on February I and August ! 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. Re~tion. The City will appoint, and shall maintain, a bond
registrar, transfer a~ent, 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) Rezister. 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 transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(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 s l~ke 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 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 any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the Cit~y':
(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 ~quested 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
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purpose of ~eceiving payment of, or on account of, the p~lnctpal of and
interest on the Bond and for all other purposes, and payments so made to a
~,egistered 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 Chari~es. For a transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner ther%,of sufficient to
~etmburse the Registrar for any tax, fee or other governmental charge
requi~,ed to be paid with ~espect to the transfer or exchange.
(h) Mutilated~ Lostt 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, matu~'Ity date and tenor in exchanEe and substitution
for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for an}, 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 furnlsh4r~g 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 oblltIees. Bonds so surrendered to the Registrar
will be cancelled by the Re~strar and evidence of such cancellation must 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
is not necessary to issue a new Bond prior to payment.
2.04. Appointment of Initial Rewistrar. The City appoints
Norwest Bank H~nnesota~- N.A. , Minneapolis , Minnesota, as the initial
Registrar. The Mayor and the City Manager are authorized to execute and deliver,
on behalf of the City, a contract with the Registrar. Upon mer~er or consolidation
of the Registrar with another corporation, if the resulting corporation is a bank or
tt-ust company authorized by law to conduct such business, such corporation is
authorized to act as successor Rei'ist~ar. The City a~-rees 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 Registra_? must-deliver all
cash ~and 'Botids"ln-tts possession'to th~' S'u~C-~s-S'Sr'RegistraFand must deliver the
bond register to the successor Registrar. On or before each pzincipal 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. Executiont Authentication and Delivery. The Bonds will be prepared
under the direction of the Manager and executed on behalf of the City by the
signatures of the Mayor and the Manager~ pl-ovlded that all sii[natures ma), be
printed, enLn-aved or lithoEraphed facsimiles of the ordginals. In case any officer
whose sit'nature or a facsimile of whose sis'nature appears on the Bonds ceases to be
such officer before the delivery of any Bond, such sii'nature 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 obllEatory 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
8N054615
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duly executed by the manual siLmature of an authorized representative of the Regis-
trar. Certificates of authentication on different Bonds need not be siL~ned by the
same representative. The executed certificate of authentication on each Bond is
conclusive evidence that it has been authenticated and delivered under this Resolu-
Lion. 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 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.
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
Date of
Rate Maturity Ori~nal Issue CUSIP
July 1, 1993
No.
The City of Columbia Heights, Minnesota, a duly organized and existing
municipal corporation in Anoka County, Minnesota (City), acknowledges itself to be
indebted and for value received promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above without option of prior payment, with interest thereon from the date
hereof at the annual rate specified above, payable February 1 and AuL~u~t 1 in each
year, commencing February 1, 1994, to the person in whose name this Bond is regis-
tered 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, Pa~-ug Agent, Transfer Agent and Authenticating
Agent, or its designated successor under the Resolution described herein. For the
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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.
Additional provisions of this Bond are contained on the reverse hereof and
such pz~visions for ail 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 siL,-nature of one of its
authorized representatives.
IN WITNESS ~rlEREOF, the City of Columbia Heights, Anoka County, Minne-
sota, by its City Council, has caused this Bond to be executed on its behalf by the
facsimile si&natures of the Mayor and City Manager and has caused this Bond to be
dated as of the date set forth below.
Dated:
CITY OF COLUMBIA HEIGHTS,
MINNESOTA
(Facsimile)
City Manager Mayor
(Facsimile)
CERTIFICATE OF AUTHENTICATION
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 $ 735,000
all of Hke original issue date and tenor, except as to number, maturity date, and
interest rate, ail 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
from tax increments resulting from increases in the taxable value of real property
in a tax increment financing district in the 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 c~edit 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
BNG$46~5
Bonds of this series a~e issued only as fully registered Bonds in denominations of
$5,000 or any inteLrral multiple thereof of single maturities.
As provided in the Resolution and subject to certain Um~tations 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 he~eof together w~th a written
instrument of tt~ansfer 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 Re~strar 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 ~nd l~ws of the State of
Minnesota and the City's home t~ule 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 requ/red, and that
the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional, statutor~ or charter Umttation of indebtedness.
(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
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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 reKulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT
Custodian
(Oust) (Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
JT TEN o-
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 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:
Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership hi 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
this Bond is held by joint account. )
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Please insert social security or other
identifying number of assignee
3.02. The City Manager is authorized and directed to obtain a copy of the
proposed approving legal opinion of Holmes & Graven, Chartered, Minneapolis,
MiBnesota, 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; Pledges and Covenants.
4.01. (a) The Bonds are payable from the Taxable General Obligation Re-
funding 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 ali monies therein are hereby directed
to be transferred on that date to the Debt Service Account herein created. 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 p~)eeed~ 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 and request the Property
Records and Taxation Division Manager to cancel any and all tax levies made by the
resolution authorizing and approving the Refunded Bonds.
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4.04. It is hereby determined that the estimated coUectton of the tax
increments will produce at least five percent in excess of the amount needed to meet
when due, the p~lnctpal 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 pledged for the prompt and full payment of principal of and interest on
the Bonds.
Section 5. Refundinz; Findin~s; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the General Obligation Taxable Tax Increment
Bonds, Series 1987A, of the City, dated AuL~ust 1, 1987, of which $710,000 in
pr~ncipal 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 desirable for the reduction of debt service cost to the
municipality.
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 Rep,'istrar 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 acc~ed 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 instmiments, including any
heretofore furnished, shall be deemed representations of the City as to the facts
stated therein.
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 8nd sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurete representation
of the facts and representations made therein as of the date of the Official Statement.
The motion for the adoption of the foregoing resolution was duly seconded by
Member N~t~r nr i~ |
voted in favor thereof:
Nawrocki, Clerkin,
Peterson - absent
and the following voted against the same:
, and upon vote being taken thereon, the following
Ruettimann, Murzyn - aye
whereupon said resolution was declared duly passed and adopted.
Passed this 23rd day of June,
Anne Student, C-ou~il
1993.
$~ec-r e t a-r~y
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