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HomeMy WebLinkAboutCertif. as to Incumbency CITY OF COLUMBIA HEIGHTS, MINNESOTA CERTIFICATION AS TO INCUMBENCY, PROCEEDINGS, NO-DEFAULT, NO-LITIGATION, SIGNATURES AND OTHER MATTERS The undersigned Mayor and City Manager of the City of Columbia Heights, Minnesota (the "City"), do hereby certify as follows: 1. That they are the duly appointed, qualified and acting Mayor and City Manager, respectively, of the City and, as such, are familiar with records and proceedings of the City. 2. That the City is duly organized as a home rule charter city under and pursuant to the Constitution and laws of the State of Minnesota, and that the following persons constitute the members of the governing body of the City (the "City Council") holding the offices set forth opposite their names: Name Office Bruce G. Nawrocki Rita Petkoff Kenneth Hentges Arden Hovland Gayle Norberg Mayor Council Member Council Member Council Member Council Member 3. That a resolution designated Resolution No. 82-08 (the "Note Resolution") was duly adopted by the City Council, a quorum being present and voting and a four-fifths majority of all the members of the City Council voting in favor thereof, at a regular meeting of the City Council held on the 22nd day of February 1982 with respect to the issuance of the Commercial Development Revenue Note (the "Note") in the amount of $810,000; that the Note Resolution and the action taken at such meeting are in full force and effect, and the Note Resolution has not been altered, amended or repealed and such action has not been changed or revoked nor have there been any conditions placed on the effectiveness of such action, as of-the date hereof; that notice of the time and place of said meeting was published and otherwise made available to the public and said meeting was open to the public; and that said meeting was duly called and held in accordance with law. 4. That an ordinance designated Ordinance No. 927 (the "Preliminary Ordinance") was duly adopted by the City Council, a quorum being present and voting and a four-fifths majority of all the members of the City Council voting in favor thereof, at a regular meeting of the City Council held on the 8th day of September, 1980, with respect to the preliminary approval of the Project (as defined in the Preliminary Ordinance) and other matters; that the Preliminary Ordinance and the action taken at such meeting are in full force and effect and the Preliminary Ordinance has not been altered, amended or repealed, and such action has not been changed or revoked nor have there been any conditions placed on the 1 effectiveness of such action as of the date hereof; that said meeting was duly called and held in accordance with law; and that notice of the time and place of said meeting was published and otherwise made available to the pUblic and said meeting was open to the public. 5. That the Loan Agreement and Pledge Agreement (both as defined in the Note Resolution), as executed and delivered on behalf of the City, are in substantially the form as the copies of such documents which were before and approved by the members of the City Council at the meeting at which the City Council adopted the Note Resolution; that such documents comprise the legally binding obligations of the City with respect to the Project and the issuance of the Note; and that such documents are on file in the records of the City. 6. The Note has been duly authorized, issued, sold, executed and delivered by the City and constitutes a valid and legally binding special obligation of the City,. enforceable in accordance with its terms and secured by, the Note Resolution and the Loan Agreement. 7. That all agreements to be complied with and obligations to be performed by the City under the Note, Loan Agreement and Pledge Agreement have been complied with and performed on or prior to the date hereof. 8. That there are no proceedings, pending or threatened, contemplating the liquidation or dissolution of the City or threatening its existence. 9. That the consummation of the transactions contemplated by the Note Resolution, the Note, Loan Agreement and Pledge Agreement and compliance by the City with the provisions thereof and of the Note will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, lease, loan agreement or other instrument to which the City is a party or by which the City may be bound, or result in the creation or imposition of any lien, charge or encumbrance (other than the Loan Agreement) upon any properties or assets of the City or result in any violation of any provision of law. 10. That no member of the City Council voting on the Note Resolution is directly or indirectly interested in the transactions contemplated by the Note Resolution, the Note, Loan Agreement and Pledge Agreement (except as such contracts may refer to rights to indemnification and reimbursement for out-of- pocket expenses thereunder). 11. That the City is not and upon the issuance of the Note will not be in default in the performance and observance of any of the terms or conditions of the Loan Agreement or Pledge Agreement on its part to be performed or observed and all conditions precedent provided in the Loan Agreement or Pledge Agreement relating to the issuance of the Note have been complied with. 12. That the City is not in default in the payment of principal of or interest on any of its indebtedness for borrowed money and is not in default under any instruments or agreements under and SUbject to which any indebtedness for borrowed money has been incurred, and no event has occurred and is continuing under the provisions of any such instrument or agreement which, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. 2 13. That no further approval, consent or withholding of objection on the part of any administrative or regulatory body, federal, state or local, is required in connection with the issuance and sale of the Note, or the execution and delivery, or acceptance of the Loan Agreement and the Pledge Agreement. 14. That no controversy or litigation is pending, or, to the knowledge of the undersigned, threatened, to restrain or enjoin the issuance, sale or delivery of the Note, or the payment, collection or application of the proceeds thereof or rentals and other moneys and securities pledged or to be pledged under the Loan Agreement or in any way contesting or affecting any authority for or the validity of the Note, the Note Resolution, the Loan Agreement, the Pledge Agreement or the existence of powers of the City or the right of the City to finance the acquisition and construction of the Project; and that there are no proceedings of any kind or nature pending, or to the knowledge of the undersigned threatened, in any way contesting or affecting the title of the members of the City Council to their respective offices by or before any federal, state or local governmental or administrative authority or agency. 15. That the Note was on the date hereof duly and completely executed in the name and on behalf of the City by the execution thereon of the manual signature of the Mayor and City Manager of the City, and by the imprinting thereon of the seal of the City, and that the Mayor and City Manager of the City are the officers of the City authorized to execute the Note and other documents of the City with respect to the Note, holding the offices indicated by the titles beneath our signatures below, and that the seal impressed upon this certificate has been affixed to the Note and is the legally adopted, proper and only official seal of the City. The true and genuine signatures of the Mayor and City Manager of the City are subscribed below. (SEAL) - IN WITNESS WHEREOF, we have set our hands and caused. be affixed hereto this ~ day of March, 1982. {. Robert S. Bocwinski City Manager ., The undersigned, DOES HEREBY CERTIFY that the signatures of Bruce G. Nawrocki, Mayor of the City and Robert S. Bocwinski, City Manager of the City, which appear on this document are true and genuine and that the undersigned knows said officers and knows them to hold the offices set forth beneath their signatures, respectively. cM~ {d fi~ 3 CERTIFICATE AS TO RESOLUTIONS OF BOARD OF DIRECTORS OF RUVELSON &. ASSOCIATES, INCORPORATED (BORROWER) The undersigned, being the duly elected and acting Secretary of Ruvelson &. Associates, Incorporated, a Minnesota corporation, does hereby certify to Union mutual Stock Life Insurance Co. of America, that attached hereto are true and correct copies of actions taken by the Board of Directors of the aforementioned corporation, dated and effective as of the date specified therein, and that the resolutions embodied in said writings remain in full force and effect and have not been amended, modified, altered or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the aforementioned Corporation this '/11, day of March, 1982. RUVELSON &. ASSOCIATES, INCORPORATED ;ZjJMj~ / sectftar . \