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HomeMy WebLinkAboutResolution 84-41 COLUMBIA HEIGHTS RESOLUTION NO. 8/~-/~ ] BEING A RESOLUTION ~WARDING ~ SALE OF, AND PROVIDING TR~ FORM, TER~S, COVENANTS AND DIRECTIONS FOR $2,600,000 GENERAL OBLIGATION PER~LANENT IMPROVEMENT FUND BONDS, 5ERF~ 1984, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA AS FOLLOWS: Section 1. Award of Sale~ Terms of Bonds. 1.01. The City of Columbia Heights, Minnesota (the "Issuer") hereby awards the sale of its $2,600,000 General Obligation Permanent Improvement Fund Bonds, Series 1984 (the "Bonds") to Cronin & Mareotte, Incorporated (the "Purchaser") ~s the bidder offering the lowest net interest cost by its bid to purchase the Bonds at a price of $2,561,000, plus accrued interest to the date of delivery, the Bonds to bear interest at the rates per annum as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1985 6.50 % 1991 8.75 % 1986 7.00 % 1992 9.00 % 1987 7.50 % 1993 9.20 % 1988 8.00 % 1994 9.40 % 1989 8.25 % 1995 9.60 % 1990 8.50 % 1996 9.75 % The City Manager of the Issuer is directed to retain the good faith check of the Purchaser pending delivery of and payment for the Bonds, and to return the checks of the unsuccessful bidders. 1o02. The Issuer shall issue the Bonds in the aggregate principal amount of $2,600,000, dated June 1, 1984 as fully registered bonds without coupons. The Bonds shall be in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount of a single maturity, shall be numbered from R-1 upwards in order of issuance, and shall bear interest at the rates set forth above, payable March 1, 1985 and semiannually thereafter on each March I and September 1, and shall mature on March 1 in the years and amounts as follows: Year Amount 1985 $ 140,000 1986 150,000 1987 160,000 1988 170,000 1989 185,000 1990 195,000 1991 215,000 1992 230,000 1993 250,000 1994 275,000 1995 300,000 1996 330,000 1.03. All Bonds maturing on or after March 1, 1989, shall be subject to redemption and prior payment in whole or in part in inverse order of maturity and by lot within maturity at the option of the Issuer on March 1, 1988, and any interest payment date thereafter at a price of par plus accrued interest. Thirty days' prior notice of redemption shall be given by first-class mail to the Registrar and to the registered owners of the Bonds, and notice of redemption will be published in the manner provided by Chapter 475, Minnesota Statutes. Upon notice having been so given, the Bonds or portions of Bonds therein specified shall be due and payable at the stated redemption date and price with accrued interest to the redemption date, and upon funds for such payment being held by or on behalf of the Registrar for such payment on the specified redemption date, interest thereon shall cease to accrue after such redemption date. Published notice, if given in accordance herewith, shall be effective without mailed notice, and no de{~ct in, or failure to give, the mailed notice shall affect the validity of the proceeding for redemption of any Bond. 1.04. The Bonds shall be payable as to principal upon presentation at the main of-~e of F~ Marquette National Bank , in Minneapo] is , Minnesota (the "Registrar"), or at the offiee of such other sueeessor registrar as the Issuer may hereafter designate upon 60 days mailed notice to the registered owners. Interest on each Bond shall be payable to the person who is the registered holder thereof either (i) at the close of business on the fifteenth (15th) day of the month (whether or not a business day) next preeeeding each interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to the Record Date and prior to such interest payment date, or (ii) if the Issuer shall be in default in payment of interest due on such interest payment date, at the close of business on the date (t.he '~Speeial Record Date") for the payment of such defaulted interest established by notice mailed by the Registrar on behalf of the Issuer; notice of the Special Record Date shall be mailed not less than fifteen (15) days preeeeding the Special Record Date to the Registered Holder at the close of business on the fifth (Sth) day preeeeding the date of mailing. Interest shall be payable by check or draft mailed to the registered holder at his address as it appears on the bond register on the Record Date, or Special Record Date, as the case may be. Section 2. Form and Execution of the Bonds. 2.01. The Bonds shall be in substantially the following form, 'with the necessary variations as to number, CUSIP Number, rate of interest and date of maturity, the blanks to be properly filled in: UNITED STATES OF AMERICA STATE OF MINNESOTA ANOKA COUNTY CITY OF COLUMBIA HEIGHTS No. R- $ GENERAL OBLIGATION PERMANENT IMPROVEMENT FUND BOND, SERIES 1984 Rate Maturity Nominal Date of Original Issue CUSIP June 1, 1984 The City of Columbia Heights, Minnesota (the "City"), for value received, hereby certifies that it is indebted and hereby promises to pay to or registered assigns, the principal sum of dollars ($ ) on the maturity date specified above, upon the presentation and surrender hereof, and to pay to the registered owner hereof interest on such principal sum at the interest rate specified above from June I, 1984, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on March 1 and September 1 of each year, commencing March 1, 1985, until said principal sum is paid. Principal and the redemption price are payable in lawful money of the United States of America at F & M btarquette ~]ationa] Bank , as Registrar, Transfer Agent an~ Paying Agent, in t~inneapo]is , Minnesota, or at the offices of such successor agent as the City may designate upon 60 days notice to the registered owners at their registered addresses (the "Registrar"). Interest shall be paid on each March t and Septembe~ 1 by check or draft mailed to the person in whose name this Bond is registered at the close of business on the preceding February and Aug. L5(whether or not a business day) at his or her address set forth on the bond register maintained by the Registrar. Any such interest not punctually paid or provided for will be paid to the person in whose name this Bond is registered at the close of business on a special record date established by the Registrar for the payment of such defaulted interest. The Bonds of this series maturing on or after March 1, 1989, are subject to redemption at the option of the City, in whole or in part in inverse order of maturity and by lot within a maturity, on March 1, 1988 and any interest payment date thereafter at a price equal to par and accrued interest. Thirty days' prior notice of redemption will be given by first-class mail to the Registrar and to the registered owners, and notice of redemption will be published in the manner provided by Minnesota Statutes, Chapter 475. Published notice shall be effective without mailed notice, and no defect in, or failure to give, mailed notice will affect the validity of the proceedings for redemption. This Bond is one of a series of Bonds in the aggregate principal amount of Two Mill{on Six Hundred Thousand Dollars ($2,600,000) of like date and tenor except for number, interest rate, denomination, date of maturity and redemption privilege, and is issued for the purpose of refunding the City's General Obligation Permanent Improvement Fund Bonds of 1982 in the aggregate outstanding principal amount of $2,550,000, which were issued to finance certain local improvements (the '~lmprovements") in the City, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City Council of the City on June 11, 1984. This Bond is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, and the Charter of the City. The Bonds of this series are payable from the Permanent Improvement Fund Bonds of 1982 Debt Service Account of the City's Sinking Fund kept for the payment of debt services of bonds of the City, to which account have been pledged special assessments levied upon properties benefited by the Project. All taxable property within the City is also subject to the levy of ad valorem taxes required by law to be levied and extended if needed for this purpose, without limitation of rate or amount. The issuance of this bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation thereon. As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City kept for that purpose at the principal office of the Registrar, by the registered owner hereof in person or by such owner's attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or such owner's duly authorized attorney. Upon such transfer and the payment of any tax, fee or governmental charge required to be paid by the City or the Registrar with respect to such transfer, there will be issued in the name of the transferee a new Bond or Bonds of the same aggregate principal amount as the surrendered Bond. - The Bonds of this series are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any one year. As provided in the Resolution and subject to certain limitations therein set forth, the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds of this series of a different authorized denomination, as requested by the registered owner or his duly authorized attorney, upon surrender thereof to the Registrar. It is hereby Certified and Recited that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the City to be done, to exist, to happen and to be performed in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in due form, time and manner as so required. This Bond shall not be valid or beeome obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by a person authorized to sign on behalf of the Registrar. IN WITNESS WHEREOF, the City of Columbia Heights, Minnesota has caused this Bond to be executed with the facsimile signatures of the Mayor and its City Manager, as of the Nominal Date of Original Issue specified above. Dated: COLUMBIA HEIGHTS, MINNESOTA By (Faesimile) Mayor (Facsimile) City Manager Certificate of Authentication This is one of the Bonds described in the within mentioned Resolution. Bond Registrar By Authorized Signature 5 unto ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers (Please Print or Typewrite Name and Address of Transferee. Include information for all joint owners if the Bonds are held by joint account.) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by: Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having membership in one of the major stock exchanges. Notice: The signature(s) on this assignment must eorresDond with the name(s) appearing on the face of this Bond in every particular, without alteration or any change whatever. Please Insert Social Security Number or Other Identifying Number of Assignee (Form of Certificate) CERTIFICATE AS TO LEGAL OPINION I, Robert S. Bocwinski, City Manager of the City of Columbia Heights, Minnesota, hereby certify that except for the date line, the above is a full, true and compared copy of the legal opinion of Holmes & Graven, Chartered, of Minneapolis, Minnesota, which was delivered to me upon delivery of the bonds and is now on file in my office. (Facsimile) City Manager Columbia Heights 2.02. As long as any of the Bonds issued .hereunder shall remain outstand~g, the Issuer shall cause to be kept at the principal office of the Registrar a register in which, subject to such reasonable regulations as the Registrar may prescribe, the Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds. F & M Marquette National Ban~<is hereby appointed Registrar Transfer Agent and Paying Agent with respect to the Bonds, and the City Manager is hereby authorized to execute, on behalf of the Issuer, an agreement with the Registrar regarding the Bonds, in a form acceptable to the City Manager and not materially inconsistent with the terms of this resolutiom Upon surrender for transfer of any Bond with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his duty authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the Issuer shall execute, if necessary, and the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Any Bonds, upon surrender thereof at the office of the Registrar may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all eases in which the privilege of exchanging or transferring fully registered Bonds is exercised, the Issuer shall execute and the Registrar shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, the Issuer or the bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Issuer or the Bond Registrar incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. The Issuer shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of_the first publication of notice of redemption in the case of a proposed redemption of Bonds. The Issuer and the Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption. 2.03. Subject to the provisions of Section 1.04 of this resolution regarding payment of interest on the Bonds to the owners thereof as of the Record Date or Special Record Date, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 2.04. As to any Bond, the Issuer and the Registrar and their respective suecessors~ each in its discretion, may deem and treat the person in whose name the same for the time being shall be registered as the absolute owner thereof for all purposes and neither the Issuer nor the Registrar nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as above provided. Ail such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. 2.05. If (i) any mutilated Bond is surrendered to the Registrar', and the Issuer and the Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this subsection, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Every new Bond issued pursuant to this subsection in lieu of any destroyed, lost, or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Bonds. Section 3. Execution and Delivery 3.01. The Bonds shall be executed by the respective facsimile signatures of the Mayor and the City Manager of the Issuer as set forth in the form of Bond. The seal of the Issuer shall be omitted from the Bonds as permitted by law. The text of the approving legal opinion of Holmes & Graven, Chartered, of Minneapolis, Minnesota, as bond counsel, shall be printed on the reverse side of each Bond and shall be certified by the facsimile signature of the City Manager. When said Bonds shall have been duly executed and authenticated by the Registrar in accordance with this resolution, the same shall be delivered to the Purchaser upon payment of the purchase price, and the delivery of receipt of the Clerk-Treasurer of the Issuer delivered to the Purchaser thereof shall be a full acquittance; and the Purchaser shall not be bound to see to the application of the purchase money. The Bonds shall not be valid for any purpose until authenticated by the Registrar. 3.02. The Official Statement relating to the Bonds, on file with the City Manager and presented to this meeting, is hereby approved, and the furnishing thereof to prospective bidders for the Bonds is hereby ratified and confirmed, insofar as the same relates to the Bonds and the sale thereof. 3.03. If such officers find the same to be accurate, the Mayor and the City~ Manager are authorized and directed to furnish to the Purchaser at the closing a certificate that, to the best of the knowledge of such officers, the Official Statement does not, at the date of closing, and did not, at the time of sale of the Bonds, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.. Unless litigation shall have been commenced and be pending questioning the Bonds, revenues pledged for payments of the bonds, or the organization of the Issuer or incumbency of its officers, at the closing, such officers shall execute and deliver to the successful bidder a suitable certificate as to absence of material litigation, and a certificate as to payment for and delivery of the Bonds, together with the arbitrage certificate referred to below and the signed approving legal opinion of Holmes & Graven, Chartered, as to the validity and enforceability of the Bonds and the exemption of interest thereon from federal and Minnesota income taxation (other than Minnesota corporate and bank excise taxes measured by income) under present laws and rulings. Section 4. Debt Service Account, Apt~ropriations, Pledge. 4.01. There was created by Resolution No. 82-55 of the Issuer adopted on October 25, 1982, a special account in the sinking fund maintained by the Issuer, designated the 'rPermanent Improvement Fund Bonds of 1982 Debt Service Account~ (the "Debt Service Account'~ for the payment of the Issuer's General Obligation Permanent Improvement Fund Bonds of 1982 (the '~I'emporary Bonds") and any other general obligation bonds of the Issuer made payable from such account. Pursuant to Resolution No. 82-55, the proceeds of any definitive bonds issued to refund the Temporary Bonds were pledged to the Debt Service Account. Accordingly, the proceeds of the Bonds, including accrued interest and unused discount, shall be deposited in the Debt Service Account upon receipt. The Temporary Bonds will be called for redemption on December 1, 1984, and the principal of and interest on such bonds shall be paid from amounts in the Debt Service Account and in the '~Permanent Improvement Fund Bonds of 1982 Reserve Account" (the "Reserve Account") created pursuant to Resolution No. 82-55, and the City Manager is directed to cause notice of such redemption to be given in accordance with the provisions of Resolution 82-55. The pledge of funds to the Debt Service Account made by Resolution No. 82-55 is hereby ratified and confirmed, and both the Debt Service Account and the Reserve Account will be maintained in accordance with Resolution No. 82-55, and principal of and interest on the Bonds is hereby made payable from such accounts. 4.02. To provide moneys for the payment of principal of and interest on the Bonds there is hereby levied upon all taxable property within the Issuer a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of, other general property taxes in the Issuer for the years and amounts as follows: Levy Year Collection Year Amount Levied [ Attached] Such tax levies are such that if collected in full, they, together with estimated collections of special assessments pledged to the payment of the Bonds, will produce at least five percent (5%) in excess of amounts needed to meet when due principal of and interest on the Bonds. Levy CITY OF COLUMBIA HEIGHTS, MINNESOTA $2,600,000 General Obligation Permanent Imgrovement Fund Bonds, Series 1984 Amouut Levied Lev'y Year Collection Year $439,340 1984 1985 380,1Z6 1985 1986 378,814 1986 1987 375,874 1987 1988 376,471 1988 1989 370,Z56 1989 1990 37Z,678 1990 1991 367,684 1991 199Z 365,741 199Z 1993 366,345 1993 1994 363,904 1994 1995 363,392 1995 1996 Said levies shall be irrevocable as long as any of the Bonds are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subd. 3. 4.03. The Clerk-Treasurer is directed to keep on file in his office a tabulati-~--of the dates and amounts of the principal and interest payments to become due and amounts of the principal and interest payments to become due on bonds payable from the Debt Service Account. Section 5. Miscellaneous. 5.01. The Issuer covenants and agrees with the Purchaser and holders of the Bonds that the investments of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds which are considered proceeds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the Issuer hereby certifies that it is not expected that the proceeds of the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under Section 103(c) and regulations thereun~ler. The Mayor and the City Manager of the Issuer shall furnish an arbitrage certificate to the Purchaser embracing or based on the foregoing certification at the time of delivery of the Bonds to the Purchaser. The proceeds of the Bonds will likewise be used in such manner that the Bonds are not industrial development bonds under Section 103(b) of the Internal Revenue Code. 5.02. The City Manager is hereby authorized and directed to certify a copy of this Resolution and to cause the same to be filed in the office of the ~uditor of the County Auditor of Anoka County together with such other information as the county auditor may require, and to obtain from the county auditor a certificate that the Bonds have been entered upon his bond register. 5.03. The officers of the Issuer are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of all proceedings and records of the Issuer relating to the power and authority of the Issuer to issue the Bonds within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certifi be deemed representations of the Issuer as to the facts Adopted this 11th day of June, 1984. Offered by: Carlson Seconded by: Peterson Roll call: All ayes l~ne Student, ~ouncil'~~ary 10 ~,~tes shall state/~e~// / Mayor ATTEST: ' City Manager