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.
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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 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
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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
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