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HomeMy WebLinkAboutDec 9, 1985OFFICIAL PROCEEDINGS COLUMBIA HEIGHTS CITY COUNCIL REGULAR COUNCIL MEETING DECEMBER 9, 1985 The meeting was called to order by Council President Petkoff at 7:30 P.M.. 1. Roll Call Hovland, Carlson, Peterson, Petkoff - present Mayor Nawrocki was out of town. Nawrocki - absent 2. Minutes of Previous Meetings Motion by Hovland, second by Carlson to approve the minutes of the Regular Council Meeting of November 25th, the Board of Trustees, Fire Department Relief Association of November 26th, and the Special Assessment Levy Hearing of November 26th, as pre- sented in writing and that the reading be dispensed with. Roll call: All ayes 3. Oral Petitions There were no oral petitions. 4. Ordinances and Resolutions a. Resolution No. 85-70; Authorizing the Issuance, Sale and Delivery of Commercial Development Revenue Bonds (Columbia Park Properties Project) The Director of Community Development advised the Council that all of those businesses located where the Columbia Park Medical Clinic will be built have either been relocated, chose not to continue in operation or have signed purchase agreements for other locations. Council President Petkoff inquired why the bond issue has been reduced from $7,000,000 qoo $5,000,000. She was advised that the clinic has chosen to lease some of its medical uipment rather than purchase it. The net interest on the bonds is !0.168%. tion by Peterson, second by Hovland 1:o waive the reading of the resolution there being ample copies available to the public. Roll call: All ayes RESOLLJTION NO. 85-70 CITY OF COLUMBIA HEIGHTS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA, COMMERCIAL DEVELOPMENT REVENUE BONDS (COLUMBIA PARK PROPERTIES PROJECT), WHICH BONDS AND THE INTEREST AND ANY PREMIUM THEREON SHALL BE PAYABLE SOLELY FROM THE REVENUES DERIVED FROM THE LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE INDENTURE OF TRUST, THE LOAN AGREEMENT, AND THE BOND PURCHASE AGREEMENT; APPROVING CERTAIN OTHER DOCUMENTS AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES OF THE HOLDERS OF SAID BONDS WHEREAS, the purpose of the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), as found and determined by the Legis- lature of the State of Minnesota, is to promote the welfare of the State of Minnesota by the active attraction, encouragement, and development of economically sound in- dustry and commerce to prevent so far .as possible the emergence of blighted and marginal lands and areas of chronic unemployment, and for this purpose the State of Minnesota has encouraged action by local governmental units; and, HEREAS, factors necessitating the active promotion and development of economically .ound industry and commerce are the increasing concentration of population in urban and metropolitan areas, the rapidly rising increase in the amount and cost of govern- mental services required to meet the needs of the increased population, and the need for development and use of 1and which will provide an adequate tax base to finance Regular Council Meeting December 9, 1985 page 2 increased costs; and WHEREAS, the City of Columbia Heights, Minnesota (the "City"), desires to expand the business and employment opportunities a, nd the available tax base of the City, and to promote the development of property within the City; and WHEREAS, the City is authorized by the Act 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 of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, with- out limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and WHEREAS, the Act further authorizes the City to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acqu sition, construction, reconstruction, improvement, betterment, or extension of such project; and (i~HEREAS, the City has received from Columbia Park Properties, a Minnesota general lartnership (the "Developer"), a proposal that the City finance a project for purposes consistent with the Act, said project to consist of the acquisition, con- struction and installation of a medical clinic/office facility (the "Project") in the City; and WHEREAS, by resolution adopted on May 28, 1985, the City preliminarily approved the proposal of the Developer that the City undertake to provide financing for the Pro- ject and preliminarily approved the financing of the Project, including the issuance, sale and delivery of the Bonds, as hereinafter defined, subject to final approval by the City; and WHEREAS, the City proposes to finance the acquisition, construction and installation of the Project pursuant to authority conferred by the Act through the issuance of the Bonds, as hereinafter defined; and WHEREAS, the City on December 9, 1985, held a public hearing on the issuance of the Bonds in compliance with the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended; and WHEREAS, Miller & Schroeder Financial,, Inc. (the "Underwriter") proposes to purchase said Bonds; and WHEREAS, said Bonds issued under this resolution will be secured by a pledge and assign- ment of the Loan Agreement, as hereinafter defined, and of the revenues derived by the City from the Loan Agreement, and said Bonds and the interest on said Bonds shall payable solely from the revenue pledge therefor and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, charter, or statutory limitation nor shall constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers and shall not constitute a charge, lien, encumbrance, legal or equitable, upon any property of the City other Regular Council Meeting December 9, 1985 page 3 its interest in the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS: 1. That the City Council of the City finds, determines, and declares that the acqui- sition and construction of the Project ~i~hin the City will expand the business and employment opportunities within the City, will promote the development of property within the City, and will generally aid and assist the City, and that, based upon representations made by the Developer, the Project would not be undertaken but for the availability of industrial development bond financing. 2. That for the purpose of financing the acquisition and construction of the Project there is hereby authorized the issuance, sale and delivery of revenue bonds in the aggregate principal amount of $5,000,000 to be designated the City of Columbia Heights, Minnesota, Commercial Development Revenue Bonds (Columbia Park Properties Project) (the "Bonds") to the Underwriter. The Bonds shall be in such denomination, shall be numbered, and shall be dated, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the Indenture of Trust dated as of the date of the Bonds (the "Indenture") between the City and First Trust Company, Inc. in St. Paul, Min- nesota, as trustee (the "Trustee"), provided that the Bonds shall bear interest at the initial rate or rates not exceeding the rates per annum set forth in the Indenture, and the Mayor and City Manager are authorized to approve interest rates on the Bonds lower than those set forth in the Indenture, which approval shall be evidenced by ~e execution of the Indenture by the Mayor and City Manager. 3. That the Bonds shall not be general obligations but shall be special limited obligations of the City payable solely from the revenues derived from the Loan Agreement dated as of the date of the Bonds, and executed by the City and the Developer (the "Loan Agreement") in the manner provided in the Indenture. The Bonds shall be secured by the Indenture and by a Combination Mortgage, Security Agreement, and Fixture Financing Statement, and an Assignment of Leases, Rents and Revenues, made by the Developer to the Trustee and dated as of the date of the Bonds and certain guaranties. The Mayor (the "Mayor") and City Manager (the "City Manager") of the City are hereby authorized and directed to execute the Bonds in accordance with the Indenture. 4. That the Loan Agreement, the Indenture, and the Bond Purchase Agreement, dated as of the date of the Bonds (the "Bond Purchase Agreement"), by and between the City, the Developer, and the Underwriter are hereby approved. The Mayor and City Manager are hereby authorized and directed to execute and deliver the Loan Agre- ement, the Indenture, and the Bond Purchase Agreement, substantially in the forms now on file with the City, with such necessary and appropriate omissions, modi- fications, insertions, and additions as are not materially inconsistent with the form on file with the City, and which .are consistent with the Act, as the Mayor in his discretion shall determine. The execution of the Loan Agreement, the Ind- enture, and the Bond Purchase Agreement by the Mayor with the advice of the City Attorney shall be conclusive evidence .of such determination. All of the provisions of the Loan Agreement, the Indenture, and the Bond Purchase Agreement when executed ,nd delivered as authorized herein, shall be deemed to be a part of this resolution fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 5. That the Mayor and City Manager are hereby authorized to execute and deliver, Regu:lar Council Meeting December 9, 1985 page 4 on behalf of the City, such other documents as are necessary or appropriate in ,nnection with the issuance, sale and delivery of the Bonds, including the election 'equired to be made by the City pursuant to Section 103 (b}(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.103-10(b){2}(vi) of the Regulation promulgated pursuant thereto. 6. That all covenants, stipulations, obligations, and agreements of the City contained in this resolution and the aforementioned documents 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 upon execution, and delivery of such documents. Except as other- wise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or its officers by the provisions of this reso- lution or of the aforementioned docume~ts to be executed and delivered by the City shall be exercised or performed by the City or by such officers of the City, or such board, body, or agency thereof as may be required by law to exercise such powers and to per- form such duties. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by raason of the issuance thereof. That except as herein otherwise expressly provided, nothing in this resolution or the aforementioned documents expressed or implied, is intended or shall be con- strued to confer upon any person or firm or corporation, other than the City, the Developer or any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and executive benefit of the City, the Developer and any holder from time to time of the Bonds issued under the provisions of this resolution. The City reserved the right to withhold execution and delivery of all such documents in the event the Mayor and the City Attorney are not satisfied as to the form and content of such documents or any other material aspect of the Bonds. 8. That in case any one or more of the provisions of this resolution (except any pro- vision limiting the City's liability under the Bonds), or of the aforementioned docu- ments (except any provision limiting the City's liability under the Bonds), or of the Bonds issued hereunder(except any provision limiting the City's liability under the Bonds), shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the afore- mentioned documents, or of the Bonds, but this resolution, the aforementioned documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. 9. That the Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and 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 f the Bonds, and to the execution of the aforementioned documents to happen, exist, Regular Council Meeting December 9, 1985 page 5 be performed precedent to and in the enactment of this resolution, and precedent o issuance of the Bonds, and precedent to the execution of the aforementioned docu- ments have happened, exist, and have been performed as so required by law. 10. That the officers 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, the aforementioned documents, and the Bonds for the full, punctual, and complete per- formance of all the terms, covenants, and agreements contained in the Bonds, the afore- mentioned documents, and this resolution. ll. That the City Manager, or in his absence, his designee, is hereby designated as Issuer Representative for the purpose of taking all actions and doing all things re- quired to be taken or done by the Issuer Representative pursuant to the aforementioned documents. i2. That in the event any of the officers of the City authorized to execute documents on behalf of the City under this resol,Jtion shall for any reason be unable to do so, any other officer of the City authorized to act for such designated officer is hereby directed and authorized to do so on behalf of the City with the same effect as if executed by the officer authorized to do so in this resolution. 13. All actions of the members, employees, and staff of the City Council heretofore taken in furtherance of the Project are hereby approved, ratified and confirmed. 14. The Mayor and City Manager, and otiher officers of the City are authorized and irected to prepare and furnish with regard to the issuance of the Bonds, certified opies of all proceedings and records of the City relating to the Bonds and such other affidavits and certificates (including but not limited to those required by the Bond Purchase Agreement) as may be required to show the facts relating to the legality, tax exemption, and marketability of the Bonds as such facts appear from the books and record in said officers' custody and control or as otherwise known to them; and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements made by the City and contained therein. 15. The Trustee is hereby appointed authenticating agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.55, and paying agent with respect to the Bonds pursuant to Minnesota Statutes, Section 475.553. The Trustee is hereby directed to accept as additional security for the Bonds such other documents and instruments as shall be provided to it by the Developer. If required, the Trustee is hereby authorized to become a party to such documents and instruments and to take all necessary and appropriate actions thereto as required by a party to such documents and instruments. 16. The issuance of the Bonds and the transactions contemplated thereby are hereby found to be consistent with the procedures of the City established for such under- takings and, in the event of any inconsistencies, strict compliance with such pro- cedures is hereby waived. 17. The City hereby authorized the Mayor and City Manager to consent to the circula- tion of the Preliminary Official Statement and the Official Statement to be prepared by the Underwriter in connection with the sale and delivery of the Bonds, which shall ~e in substantially the form on file with the City on the date hereof, with such cariations, omissions and additions as may be acceptable to the Mayor and the City Manager. ~egular Council Meeting December 9, 1985 page 6 pted this 9th day of December, 1985. Offered by: Peterson Seconded by: Hovland Roll call: All ayes Jo-Anne Student, Council Secretary Bruce G. Nawrocki, Mayor Meeting Recess Motion by Peterson, second by Carlson to recess the regular Council meeting until Thursday, December 12, 1985 at 7:30 P.M.. Roll call: All ayes o-Anne Student, Council Secretary Rita Petkoff, Counci)'President