HomeMy WebLinkAboutResolution 84-40 COLUMBIA HEIGHTS
RESOLUTION NO.
BRING A RESOLUTION AWARDING THE SALE OF, AND
PROVIDING Tm FORM, TERMS, COVENANTS AND
DIRECTIONS FOR $1,070,000 GENERAL
OBLIGATION TAX INCREMENT BONDS, SERIES 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 'qssuer") hereby
awards the sale of its $1,070,000 General Obligation Tax Increment Bonds, Series
1984 (the '~Bonds") to The First National Bank of Saint Paul (the '~Purehaser") as the
bidder offering the lowest net interest cost by its bid to purchase the Bonds at a
price of $1,055,020.00 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
1986 7.00% 1991 8.75%
1987 7.40% 1992 9.00%
1988 8.00% 1993 9.20%
1989 8 . 25% 1994 9 . 40% -
1990 8.50%
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.
1.02. The Issuer shah issue the Bonds in the aggregate principal amount of
$1,070,000, 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 1{-1
upwards in order of issuance, and shah bear interest at the rates set forth above,
payable March 1, 1985 and semiannually thereafter on each March 1 and September
1, and shall mature on March 1 in the years and amounts as follows:
Year Amount
1986 $ 90,000
1987 $ 95,000
1988 $ 100,000
1989 $ 105,000
1990 $ 115,000
1991 $ 125,000
1992 $ 135,000
1993 $ 145,000
1994 $ 160,000
1.03. All Bonds maturing on or after March 1, 1992, 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, 1991, 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 defect 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 office of F r. M Marquette National Bank , in Minneapo]is , Minnesota
(the "Registrar"), or at the office of such other successor 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 preceeding 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 (the '~Special 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 (5th) day preceeding the date of mailing. Interest shall be
payable by cheek 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:
No. R-
UNiTED STATES OF AMERICA
STATE OF MINNESOTA
ANOKA COUNTY
CITY OF COLUMBIA HEIGHTS
Rate
hereby
$
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1984
Maturity Nominal Date of Original Issue CUSIP
June 1, 1984
The City of Columbia Heights, Minnesota (the "City"), for value received,
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 1, 1984, or the moot
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 S M Marquette National Bank , as Registrar, Transfer Agent and Paying
Agent, in Minneapolis , 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
eaeh March 1 and September 1. by cheek or draft mailed to the person in whose
name this Bond is registered at the close of business on the preceding February 15
and .Aug 15 (whether or not a business day) at his or her address set forth on the
bond register maintained by the Registrs~. Any such interest not punctually paid
or provided for will be paid to the person in whose name this Bond is registered at
the elooe 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, 1992, 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 Mareh 1, 1991 and any interest payment
date thereafter at a price equal to par and aeerued interest. Thirty days' prior
notice of redemption will be given by first-class mail to the Registrar and to the
registered owners, and notiee of redemption will be published in the manner
provided by Minnesota Statutes, Chapter 475. Published notiee 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.
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This Bond is one of a series of Bonds in the aggregate principal amount of
One Million and Seventy Thousand Dollars ($1,070,000) of like date and tenor
except for number, interest rate, denomination~ date of maturity and redemption
privilege, and is issued for the purposes of (i) financing certain public
redevelopment costs of the Downtown Central Business District Revitalization
Project (the ~Projeet") undertaken by The Housing and Redevelopment Authority in
and for the City of Columbia Heights, Minnesota, (the "Authority") and (ii)
refunding the City's General Obligation Bonds of 1982 in the aggregate outstanding
principal amount of $450,000, which were issued to finance certain public
redevelopment costs of the Project, 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 pu~uant 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 General Obligation Tax
Increment Bonds of 1982 Fund (the trFund~) of the Project Account created by the
City by resolution adopted on August 11, 1980, to which Fund have been pledged by
the Authority certain collections of tax increment. Ail 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 become 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.
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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
(Facsimile)
Mayor
(Facsimile)
City Manager
Certificate of Authentication
This is one of the Bonds described in the within mentioned Resolutiom
By
Bond Registrar
Authorized Signatu_re
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unto
ASSIGN MENT
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 correspond 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
pr Other Identifying Number of
Assignee
(Form of Certificate)
CERTIFICATE AS TO LEGAL OPINION
I, Robert S. Boe~vinski, 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.
(Faesimile)
City Manager
Columbia Heights
2.02. As long as any of the Bonds issued hereunder shall remain
outstanding, 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 Bar~kiS
hereby appointed Registrar Transfer Agent and Paying Agent with respect to the
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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
resolution.
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
duly 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 o£ the first
publication of notice of redemption in the ease 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.fl.4.. As to any Bond, the Issuer and the Registrar and their respective
successors, 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. All 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.
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2.0.5... 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 sigIlatures 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. Bond Fund, Appropriations, Pledge.
4.01. (a) Refunding. There was created by Resolution No. 82-56 of the
Issuer adopted on October 25, 1982, a special fund, designated the General
Obligation Tax Increment Bonds of 1982 Fund (the "Fund") in the Project Account
established by the Issuer, by resolution adopted on August 11, 1980, in connection
with the issuance of its $8,175,000 General Obligation Tax Increment Bonds. The
Fund was established to provide for the payment of the Issuer's General Obligation
Tax Increment Bonds of 1982 (the 'Temporary Bonds") and any other general
obligation bonds of the Issuer made payable from such Fund. Pursuant to
Resolution No. 82-56, the proceeds of any definitive bonds issued to refund the
Temporary Bonds were pledged to the Fund. Accordingly, a portion of proceeds of
the Bonds shall be deposited in the debt service account of the Fund upon receipt,
in an amount sufficient, together with amounts on hand in such account, and in the
reserve account, to pay principal of, and interest on the Temporary Bonds on
December 1, 1984. 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 such debt service account and in the reserve account of-the Fund
created pursuant to Resolution No. 82-56, and the City Manager is directed to
cause notice of such redemption to be given in accordance with the provisions of
Resolution 82-56.
(b) New Money. Proceeds of the Bonds not deposited in the debt service
account of the Fund in accordance with paragraph (a) above, shall be deposited in
the capital account (the "Capital Account") of the Fund, from which shall be paid
all costs and expenses of the Project, including the cost of any construction
contracts heretofore let and all other costs incurred and to be incurred, of the kind
authorized in Minnesota Statutes~ Sections 475.65, 273.75, subd. 4, and 462.411 e_~t
seq.
The pledge of funds to the Fund made by Resolution No. 82-56 is hereby
ratified and confirmed, and both the debt service account and the reserve account
therein will be maintained in accordance with Resolution No. 82-56, and principal
of and interest on the Bonds is hereby made payable from such accounts. There
shall also be pledged to the debt service account certain tax increment generated
from the University Avenue Tax Increment Financing District adopted by action of
the City Council on May 21, 1984, and the Mayor and the City Manager are hereby
authorized to executed an amendment to the Tax Increment Pledge Agreement
with the Authority, dated August 11, 1980, for the purpose of assuring the pledge
of such tax increment to the payment of principal of and interest on the Bonds.
4.02. To provide moneys for the payment of principal of and interest on the
Bonds ther-----e 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 tax increment and other revenues 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.
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
tabulation 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 Fund.
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 h-{vestment
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(e) 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(e) and
regulations thereunder. 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 auditor 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
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CITY OF COLUMBIA HEIGHTS, MINNESOTA
Levy Re: $1,070,000 Genera/Obligation Tax Increment Bonds, Series 1984
Amount Levied Levy Year Collection Year
$119,746 1984 1985
186,989 1985 1986
185,241 1986 1987
182,600 1987 1988
179,102 1988 1989
179,9Z3 1989 1990
179,549 1990 1991
177,928 1991 1992
175,046 199Z 1993
175,896 1993 1994
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 certificates shall
be deemed representations of the Issuer as to the facts stated
Adopted this 11th day of June, 1984. ~~
Offered by: Carlson Mayor
Seconded by: Petkof f
Roll call: All ayes
e Student
, Counc iq"5~cretary
ATTEST,.: i
,~',. , ,, ~ -~---/-'.'
City Manager
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