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HomeMy WebLinkAboutResolution 81-41CERTIFICATION OF MINUTES RELATING TO $4,500,000 COMMERCIAL DEVELOPMENT REVENUE BONDS (COLUMBIA HEIGHTS MALL PROJECT), SERIES 1981 Issuer: City of Columbia Heights, Minnesota Governing Body: City Council Kind, date, time and place of meeting: a meeting held on July 14, 1981, in the City of Columbia Heights, Minnesota. Members present: Mayor Nawrocki and Councilmembers Heintz, Hentges, Logacz and Norberg Members absent: None Documents attached: Minutes of said meeting (pages): A RESOLUTION OF THE CITY OF COLUMBIA HEIGHTS, MIN- NESOTA (THE "CITY"), AUTHORIZING THE ISSUANCE OF ITS COMMERCIAL DEVELOPMENT REVENUE BONDS (COLUMBIA HEIGHTS MALL PROJECT), SERIES 1981 (THE "BONDS"), IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,500,000. WHICH BONDS AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED BY THE CITY FROM THE LOAN AGREEMENT, THE LETTER OF CREDIT, OR THE PROCEEDS FROM THE SALE OF THE BONDS OR THE EARNINGS FROM THE INVESTMENT OF SUCH PROCEEDS; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT, THE FIN- ANCING STATEMENT, AND THE BOND PURCHASE AGREEMENT; AUTHORIZING THE EXECUTION OF THE LETTER OF CREDIT AGREEMENT; DELEGATING TO THE MAYOR AND THE CITY MANAGER THE AUTHORIZATION TO APPROVE THE FORM OF THE MORTGAGE, THE SECURITY AGREEMENT, THE ASSIGN- MENT OF LIFE INSURANCE, THE GUARANTY AGREEMENT AND THE LETTER OF CREDIT; APPROVING THE FORM OF AND AUTHORIZING EXECUTION OF THE OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. I, the undersigned, being the duly qualified and acting Clerk-Treasurer of the City, certify that the documents attached hereto, as described above, have been carefully compared with the original records of the City from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the City Council of the City, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the City Council at said meeting, so far as they relate to the Bonds; and that said meeting was duly held by the City Council at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this~Ygl day of , 1981. Councilmember Hentges moved the adoption of the following resolution: Resolution No. 81-41 A RESOLUTION OF THE CITY OF COLUMBIA HEIGHTS, MIN- NESOTA (THE "CITY"), AUTHORIZING THE ISSUANCE OF ITS COMMERCIAL DEVELOPMENT REVENUE BONDS (COLUMBIA HEIGHTS MALL PROJECT), SERIES 1981 (THE "BONDS"), IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,500,000. WHICH BONDS AND THE INTEREST THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED BY THE CITY FROM THE LOAN AGREEMENT, THE LETTER OF CREDIT, OR THE PROCEEDS FROM THE SALE OF THE BONDS OR THE EARNINGS FROM THE INVESTMENT OF SUCH PROCEEDS; PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT, THE LETTER OF CREDIT AGREEMENT, THE FINANCING STATEMENT, AND THE BOND PURCHASE AGREEMENT; APPROVING THE FORM OF THE MORTGAGE, THE SECURITY AGREEMENT, THE ASSIGN- MENT OF LIFE INSURANCE, THE GUARANTY AGREEMENT AND THE LETTER OF CREDIT; APPROVING THE FORM OF AND AUTHORIZING EXECUTION OF THE OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DELIVERY THEREOF; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS. WHEREAS, by the enactment of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), the Legislature of the State of Minnesota (the "State") has authorized the munici- palities of the State, including the City of Columbia Heights, Minnesota (the "City"), to issue revenue bonds to finance certain revenue-producing enterprises; and WHEREAS, the Act finds, determines and provides that the welfare of the State requires active promotion, attraction, encouragement and development of economically sound industry and commerce through governmental action to pre- vent, so far-as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; and WHEREAS, the Act finds, determines and declares that it is the policy of the State to facilitate and encourage action by local government units to prevent the economic deterioration of such areas to the point where the process can be reversed only by total redevelopment through the use of local, state and federal funds derived from taxation with the attendant necessity of relocating displaced persons and of duplicating public services in other areas; and WHEREAS, the Act further finds and determines that such governmental action is required by technological change that has caused a shift to a significant degree of the area of opportunity for educated youth to processing, transporting, marketing, service and other industries and unless existing and related industries are retained and new industries are developed to use the available resources in each community, a large part of the existing investment of the community and of the State as a whole in educational and public service facilities will be lost, and the resulting movement of talented, educated personnel of mature age to areas where their services may be effectively used and compensated and the lessening attrac- tion of persons and businesses from other areas for purposes of industry, commerce and tourism will deprive the community and the State of the economic and human resources needed as a base for providing governmental services and facilities for the remaining population; and WHEREAS, the Act further finds and determines that such governmental action is further necessitated by the increasing concentration of population in urban and metropolitan areas; the consequent increase in the amount and cost of governmental services required in these areas; the energy crisis and energy cost escalation, and their contribution to unemployment, rising interest rates, balance of payments deficits and increased welfare payments to cover rising fuel costs and increased costs of fuel intensive necessities; and the need for more intensive development and use of land to provide an adequate tax base to finance these costs and the effect of these factors is intensified by the necessity of withdrawing land for public use for highways, parks and open space reserves, schools and play- grounds, and other public enterprises needed to sustain proper living conditions, communications, and mobility in an increasingly urban society; and WHEREAS, the Act futher finds and determines that through the authoriza- tion and creation of housing and redevelopment authorities, port authorities, and area and municipal redevelopment agencies the legislature has sought to provide monetary aids for the redevelopment of blighted areas, marginal lands, and areas of substantial and persistent unemployment and by the use of the powers and procedures described in the Act, it is believed that local government units may in many cases prevent the occurrence of the conditions requiring redevelopment, and may be able to reduce substantially the cost of redevelopment when it becomes necessary; and WHEREAS, the Act provides that it is the purpose of the Act to permit the exercise the powers of the Act by such units, authorities and agencies, in addition to any powers granted and without regard to any limitations imposed by any other law, to aid in the redevelopment of existing areas of blight, marginal land, and substantial and persistent unemployment; and WHEREAS, pursuant to the provisions of the Act, the City has the power to issue revenue bonds, in anticipation of the collection of revenues of a project (as defined in the Act) to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment, or extension thereof, and to enter into a revenue agreement with any person, firm, or public or private corporation or federal or state governmental subdivision or agency in such manner that payments required thereby to be made by the contracting party shall be fixed, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal and interest on all bonds issued under the Act when due; and WHEREAS, Columbia Heights Mall, a general partnership organized and existing under the laws of the State (the "Developer") has indicated an interest and desire to acquire land in the Downtown C.B.D. Revitalizaiton Project Area in the City, and to construct and equip thereon an office building (the "Project"); and WHEREAS, the City has been advised by representatives of the Developer that conventional, commercial financing to pay the capital cost of the Project has not been obtained, is available only on a limited basis and is not available upon terms and conditions which are affordable by the Developer so that the economic feasibility of acquiring, constructing, equipping and operating the Project would be significantly impaired; however, the Developer has also advised the City that the use of municipal financing and the lower borrowing cost resulting therefrom will materially increase the economic feasibility of the Project and will constitute a substantial inducement to the Developer to undertake the Project~ and WHEREAS, the Developer has proposed that the City issue and sell its Commercial Development Revenue Bonds (Columbia Heights Mall Project), Series 1981 (the "Bonds") pursuant to the Act and other applicable laws for the purpose of financing the Project, including certain incidental expenses thereto, in the aggre- gate principal amount of $4,500,000 and loan the proceeds realized upon the sale of the Bonds to the Developer, pursuant to a loan agreement between the City and the Developer (the "Loan Agreement"), wherein the Developer will be obligated to acquire, to construct and equip the Project, to apply the proceeds of the Bonds solely to the payment of costs therof, and to make payments under-the Loan Agreement at the time and in the amounts sufficient to provide for the prompt payment of principal of and interest on the Bonds and all costs and expenses of the City incidental to the issuance and sale of the Bonds; and the proposal further provides that interest on the Bonds will be payable from a portion of the proceeds from the sale of the Bonds and the payment of the principal amount of the Bonds when due will be secured by a letter of credit (the "Letter of Credit") issued by The First National Bank of Saint Paul (the "Bank"); and WHEREAS, the Project is located within the Downtown C.B.D. Revitaliza- tion Project Area 'and is consistent with and will forward the public purposes of the City in creating the Downtown C.B.D. Revitalization Project Area~ and WHEREAS, the undertaking of the Project has been considered by the Housing and Redevelopment Authority in and for the City of Columbia Heights (the "Authority") and the Authority has transmitted and recommended the proposal for financing the Project for review and consideration by the Council~ and WHEREAS, the Council has been advised that the Bonds may be sold on terms and conditions satisfactory to the City and the Developer; and WHEREAS, neither the City nor the State or any political subdivision thereof shall be liable on the Bonds, and the Bonds shall not be a debt of the City, the State or any political subdivision thereof nor shall give rise to a charge against the general credit or taxing power of the City, the State or any political subdivision thereof (including without limitation the Authority), nor shall be payable out of any funds or properties other than those of the City provided as security by the Indenture; NOW, THEREFORE, be it resolved by the City Council of the City of Columbia Heights, Minnesota, ~ection 1. That the City Council of the City acknowledges, finds, deter- mines and declares that the actions proposed to be taken by the City with respect to the Project are consistent with and further the purposes of the Act. Section 2. That for the purpose of f.inancing the acquisition and construc- tion of the Project there is hereby authorized the issuance of $4,500,000 City of Columbia Heights, Minnesota, Commercial Development Revenue Bonds (Columbia Heights Mall Project), Series 1981 (the "Bonds"). The Bonds shall bear interest at such rates, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture. Section 3. That the Bonds shall be special obligations of the City payable solely from the revenues derived from the Loan Agreement, a portion of the proceeds of the Bonds and revenues derived from the Letter of Credit, all in the manner provided in the Indenture (as hereinafter defined). The City Council of the City hereby authorizes and directs the Mayor (the "Mayor") and the City Manager of the City (the "City Manager") to execute the Indenture of Trust (the "Inden- ture")by and between the City and First Trust Company of Saint Paul, Saint Paul, Minnesota, as Trustee (the "Trustee") and to deliver to said Trustee the Indenture of 'Trust, and does hereby authorize and direct the execution of the-Bonds in accordance with the Indenture, and does hereby provide that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the bondholders, the City and the Trustee as set forth therein. Ail of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorPorated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Indenture shall be substantially in the form before the City Council on this date, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as are not materially incon- sistent with the form annexed hereto and as the Mayor and the City Manager in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section 4. That the Mayor and the City Manager are hereby authorized and directed to execute the Bond Purchase Agreement (the "Bond Purchase Agree- ment'') from Miller & Schroeder Municipals, Inc. (the "Underwriter"). All of the Provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bond Purchase Agreement shall be substantially in the form before the City Council on this date, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as are not materially inconsistent with the form annexed hereto and as the Mayor and the City Manager in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section 5. That the Mayor and the City Manager are hereby authorized and directed to execute the Loan Agreement and the Financing Statement. All of the provisions of the Loan Agreement and Financing Statement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Financing Statement shall be substantially in the form before the City Council on this date, which are hereby approved, With such necessary and appropriate variations, omissions and insertions as are not materially inconsistent with the form annexed hereto and as the Mayor and the City Manager in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. The Mayor and City Manager are hereby authorized to enter into a Letter of Credit Agreement by and among the City, the Developer, the Trustee, and the Bank (the "Letter of Credit Agreement"), the terms and conditions of which shall not be inconsistent with the terms and conditions of the Loan Agreement and the Indenture of Trust. Section 6.~ That the Mayor and City Manager are hereby authorized to approve in their discretion the form of the the Mortgage from the Developer to the Trustee (the "Mortgage"), the Security Agreement from the Developer to the Bank ~and the Trustee (the "Security Agreement"), the Assignment of Life Insurance from the Developer to the Bank and the Trustee (the "Assignment"), the_ Guaranty Agreement from Terry Evenson to the Trustee (the ~Guaranty"), and the Letter of Credit to be issued by the Bank; provided that the execution by the Mayor and City Manager of the documents referred to in Section 5 of this resolution shall be conclusive evidence of such approval. Section 7. That all covenants, stipulations, obligations and agreements of the City contained in this resolution or contained in the Indenture shall be deemed to be the covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the City. Except as otherwise provided in th~s resolution, all rights, powers and privileges conferred and' duties and liabilities imposed upon the City, the Mayor, or the City Manager by the provisions of this resolution or of the Indenture shall be exercised or performed by the City, Mayor, or City Manager or by such officers, board, body or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of any office, agent or employee of the City in that person's individual capacity, and neither the members of the City Council of the City nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 8. That except as herein otherwise expressly provided, nothing in this resolution or in the Indenture expressed or implied, i~ intended or shall be construed to confer upon any person or firm or corporation other than the City, the holders of the Bonds issued under the provisions of this resolution and the Indenture, the Trustee and the Developer, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, the holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture, and the Developer. Section 9. That in case any one or more of the provisions of this resolution or of the Indenture or of the Bonds issued hereunder shall for any reason be held to by illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution or of the Indenture or of the Bonds, but this resolution, the Indenture and the Bonds shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the pledge of revenues derived from the Loan Agreement, the pledge of collateral derived from the Loan Agreement, the creation of the funds provided for in the Indenture, the provisions relating to the handling of the proceeds derived from the sale of the Bonds pursuant to and under the Indenture and the handling of said revenues, collateral and other monies are all commitments, obligations and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations and agreements on the part of the City to create such funds and to handle said revenues, other monies and proceeds of the Bonds for the purposes, in the manner and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate and apart from the Indenture. - Section 10. That all acts, conditions and things required by the laws of the State of Minnesota, relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the Indenture to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds and precedent to the execution of the Indenture have happened, exist and have been performed as so required by law. Section 11. That the members of the City Council of the City, officers of the City, attorneys and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Indenture for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Indenture and this resolution. Section 12. That the City hereby approves the form and authorizes the use by the Underwriter in connection with the sale of the Bonds of the Official Statement, and hereby authorizes and directs the Mayor and the City Manager to execute and deliver copies thereof to Miller & Schroeder Municipals, Inc.; provided that the Mayor and the City Manager may approve such variations, omissions and insertions as are not materially inconsistent with the form before the City Council on this date. The Official Statement is the sole material authorized by the City for use in connection with the offer and sale of the Bonds. Section 13. That the Trustee is hereby appointed as Paying Agent and Bond Registrar for the Bonds. Section 14. That the Mayor, City Manager and Clerk-Treasurer of the City are hereby designated and authorized to execute such documents and to take such other administrative action as is permitted or required by the Indenture and the Loan Agreement. Section 15. That this resolution shall be in full force and effect from and after its passage. PASSED AND APPROVED this 14th day of July, 1981. · t~ruce G. Nawrocki Mayor J~dler Clerk Couneilmember Heintz seconded the motion that the foregoing resolution be adopted as introduced and read, and upon roll cai1 the "ayes", "abstain" and "nayes" were as follows: Ayes Abstain Mayor Nawrocki and None Councilmembers Heintz, Hentges and Logacz The motion was thereupon declared carried and adopted. Nayes Councilmember Norberg 8