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HomeMy WebLinkAboutResolution 87-50CITY OF COLUMBIA HEIGHTS, MIN~A RESOLUTION NO. 87-50 BEING A RESOLUTION AUTHORIZING AND AWARDING THE SALR OF, AND PROVIDING THE FORMS, TERMS, COVENANTS AND DIRECTIONS FOR $~,100,000 GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS, SERIES 1987A BE IT RESOLVED BY THE CITY COUNCiL (THE "COUNCIL") OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA (THE "ISSUER") AS FOLLOWS: Section 1. Recitals. 1.01. There heretofore has been established by the Housing and Redevelopment Authority in and for the City of Columbia Heights, Minnesota (the "Authority") and approved by the Issuer pursuant to Minnesota Statutes, Section 462.411 et seq (recodified as Minnesota Statutes, Sections 469.001 through 469.047) a Downtown CBD Revitalization Project, as modified (the "Project") and the Sullivan Lake Tax Increment Financing District (the "District"). 1.02. The Issuer heretofore has found and determined that it is in the best interest of the Issuer that it issue its general obligation taxable tax increment bonds as described below. Section 2. Award of Sale; Terms of Bonds. 2.01. Affidavits showing publieation of notice of call for bids in the official newspaper of the Issuer, Finance and Commerce and in Commercial West have been examined and have been approved and ordered placed on file. The following bids for the sale of the Bonds were received: [Attaehed] 2.02. After eonsidering the bids reeeived, the City of Columbia Heights (the "Issuer") hereby awards the sale of the $1,100,000 General Obligation Taxable Tax Increment Bonds, Series 1987A (the "BOnds") to a syndicate headed by American National Bank, St. Paul, Minnesota (the "Purchaser") as the bidder offering the lowest net interest cost by its bid to purchase the Bonds at a price of $1,089,770 plus aeerued interest to the date of delivery, the Bonds to bear interest at the rates per annum set forth below. The Clerk-Treasurer 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. 2.03. The Issuer shall issue the Bonds in the aggregate principal amount of $1,100,000, dated August 1, 1987 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 below, payable semiannually on each February 1 and August 1, commencing February 1, 1988, and shall mature on February 1 in the years and amounts as follows: Year Amount Interest Rate 1991 $120,000 8.40% 1992 130,000 8.60 1993 140,000 8.75 1994 155,000 8.90 1995 170,000 9.00 1996 185,000 9.10 1997 200,000 9.10 2.04. All Bonds maturing on or after February 1, 1994, 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 February 1, 1993, 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. No defect in the mailed notice of redemption shall affect the validity of the call for redemption of any Bond. 2.05. The Bonds shall be Payable as to principal upon presentation at the main office of Marquette Bank Minneapolis in Minneapolis, 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 by check or draft of the Registrar mailed the last business day prior to the interest payment date to the registered holder thereof at his or her address as it appears on the bond register at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding the interest payment date. Section 3. Form and Execution of the Bonds. 3.01. 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 COUNTY OF ANOKA CITY OF COLUMBIA HEIGHTS No. R- $ GENERAL OBLIGATION TAXABLE TAX INCREMENT BOND, SERIES 1987A Rate Maturity Nominal Date of Original Issue CUSIP August 1, 1987 Registered Owner: Principal Amount: Dollars The City of Columbia Heights, Minnesota (the "City"), for value received, hereby certifies that it is indebted and hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above 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 August 1, 1987, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on February I and August I of each year, commencing February 1, 1988, until said principal sum is paid. Principal and the redemption price are payable in lawful money of the United States of America at Marquette Bank Minneapolis, 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 each February I and August I by check or draft of the Registrar mailed the last business day prior to the interest payment date to the person in whose name this Bond is registered at the close of business on the fifteenth day of the preceding month (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 February 1, 1994, 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 February 1, 1993 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. No defect in mailed notice will affect the validity of the call for redemption of any Bond. This Bond is one of a series of General Obligation Taxable Tax Increment Bonds in the aggregate principal amount of One Million One Hundred Thousand Dollars ($1,100,000) of like date and tenor except for number, interest rate, denomination, date of maturity and redemption privilege, and is issued for the purpose of providing funds to finance or otherwise pay public redevelopment costs pursuant to Minnesota Statutes, Sections 469.001 through 469.047, of the Downtown CBD Revitalization Project (the ~Project~) established by The Housing and Redevelopment Authority in and for the City of Columbia Heights, Minnesota, and pursuant to an authorizing resolution (the ~Resolution~) adopted by the City Council of the City on August 24, 1987, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 469.174 through 469.179. The Bonds of this series are payable from the City's Project Account, created on the official records of the City by resolution adopted on August 11, 1980 (the "Bond Fund~) to which has been pledged certain tax increment generated by the Project, including tax increment generated by the Sullivan Lake Tax Increment Financing D~strict. Ail taxable property within the City is also subject to the levy of direct general 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 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. 4 IN WITNESS WHEREOF, The City of Columbia Heights, Minnesota has caused this Bond to be executed with the facsimile signatures of its Mayor and its City Manager, both as of the Nominal Date of Original Issue specified above. CITY OF COLUMBIA HEIGHTS, MINNESOTA By (Faesimile) Mayor By (Faesimile) City Manager CERTIFICATE OF AUTHENTICATION Dated: This is one of the Bonds described in the within mentioned Resolution. By Bond Registrar Authorized Signature unto ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers (Please Prin..t 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 or Other Identifying Number~ of Assignee (Form of Certificate) CERTIFICATE AS TO LEGAL OPINION I, William Elrite, Clerk-Treasurer 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) Clerk-Treasurer City of Columbia Heights 3.02. 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 the 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. Marquette Bank Minneapolis is hereby appointed Registrar, Transfer Agent and Paying Agent with respect to the Bonds. 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 and the Registrar shall authenticate and deliver, in the name of the designated 6 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 cases 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. 3.03. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Bonds for which such bond was exchanged) is registered at the close of business on the fifteenth day of the month preceding such interest payment date (whether or not a business day). Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date shall forthwith cease to be payable to the registered holder on the relevant regular record date solely by virtue of such holder having been such holder; and such defaulted interest may be paid by the Issuer to the person in whose name such Bond is registered at the close of business on a special record date established by the Registrar for the payment of such defaulted interest. Subject to the foregoing provisions of this paragraph, 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 aeerue, 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. 3.04. 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. 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. 3.05. 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 ease 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 4. Execution and Delivery 4.01. The Bonds shall be executed by the respeetive facsimile signatures of Mayor and the City Manager 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 Clerk-Treasurer. 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 receipt of the Clerk-Treasurer 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. 4.02. The Official Statement relating to the Bonds, on file with the Clerk- Treasurer 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. 4.03. If such officers find the same to be accurate, the Mayor, the City Manager and the Clerk-Treasurer 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, the Mayor and the City Manager 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, with the signed approving legal opinion of Holmes & Graven, Chartered, as to the validity and enforceability of the Bonds. Section 5. Bond Fund and Aeeounts~ Appropriations, Pledge. 5.01. There is hereby created a special account (the u1987 Taxable Bond Aceount~--~-with respect to the Bonds in the Issuer's Project Account (the MProject Account~) created on the official records of the Issuer, by resolution of the Issuer adopted on August 11, 1980. The 1987 Taxable Bond Account shall be maintained in the manner specified until all of the Bonds herein authorized, any refunding bonds issued to refund the Bonds, and any other general obligation tax increment bonds hereafter issued and made payable from the Project Account, and the interest thereon, have been fully paid and the Issuer has been fully reimbursed from the pledge of tax increment for any of the principal and interest of the Bonds paid by the Issuer from general ad valorem taxes levied on property in the Issuer. In the 1987 Taxable Bond Account there shall be maintained two separate subaccounts, to be designated as the MCapital Subaecountu and the "Debt Service Subaccount," respectively. Capital Subaeeount. The proceeds from the sale of the Bonds, less the amount of the proceeds of the Bonds deposited in the Debt Service Subaeeount, and less any accrued interest and unused discount received thereou, shall be credited to the Capital Subaceount, from which there shall be paid costs and expenses of the Project to be paid from proceeds of the Bonds, 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, 469.176, subdivision 4, and Minnesota Statutes, Sections 469.001 through 469.047. Debt Service Subaccount. There is hereby pledged and there shall be credited to the Debt Service Subaccount (a) all unused discount and accrued interest received upon delivery of and payment for the Bonds, (b) collections of tax increment derived from the District and tax increment derived from the Project which is pledged to the payment of principal of and interest on the Bonds under the amended pledge agreement described in Section 6.01 hereof, any taxes from time to time levied for the payment of the Bonds, and revenues derived from any other sources available and pledged to pay principal, premium, if any, and interest on the Bonds, and (e) all funds remaining in the Capital Subaccount after completion of the Project and payment of the costs thereof. The Debt Service Subaccount herein created shall be used solely to pay principal of, premium, if any, and interest on the Bonds and any other general obligation tax increment bonds hereafter issued and made payable from said Project Account, except that upon discharge of the Bonds and such already outstanding or additional Bonds, the Issuer may use any remaining funds in the Debt Service Subaceount to reimburse the Issuer as provided above. 5.02. The Issuer hereby determines that the estimated collections of tax increment and other pledged amounts will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds (except for interest and principal payable from funds, which are on hand and irrevocably deposited to the Debt Service Subaecount as of the date of delivery of and payment for the Bonds). The full faith and credit and taxing powers of the Issuer are hereby irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds and such other general obligation indebtedness as may be made payable from the Project Account, as such principal and interest respectively become due. 5.03. Interest earnings from the investment of money in the Capital Subaccount and the Debt Service Subaccount shall be retained in the respective subaccounts. 5.04. 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 Project Account. Section 6. Miscellaneous. 6.01. The Mayor and City Manager of the City are hereby authorized and directed to enter into an Amendment To Pledge Agreement with the Authority relating to the Bonds in substantially the form attached hereto as Exhibit A, with any changes determined not to be materially adverse to the interests of the City by the Mayor and the City Attorney. Execution of such amendment to pledge agreement by the Mayor and the City Manager shall be evidence of such determination. 6.02. The Clerk-Treasurer is hereby authorized and directed to certify a copy of this Resolution and to cause the same to be f~led in the office of the Anoka County Auditor, together with such other information as such auditor may require, and to obtain from the county auditor a certificate that the Bonds have been entered upon his bond register. 6.03. 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 certificates shall be deemed representations of the Issuer as to the facts stated therein. Adopted this 24th day of August, 1987. Offered by: Nawrocki Seconded by: Paulson Roll call: All ayes /J~o-Anne Student, Codnc~-[T Secretary 10