HomeMy WebLinkAboutResolution 99-49After due consideration of the proposals, Member Wvckoff then introduced
the following written resolution and moved its adoption the reading of which had been
dispensed with by unanimous consent:
RESOLUTION NO. 99-~9
A RESOLUTION AWARDING THE SALE OF $1,935,000 GENERAL
OBLIGATION UTILITY REVENUE BONDS
SERr~-S 1999B; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Columbia Heights, Anoka
County, Minnesota (City) as follows:
Section 1. gale of l~onds.
1.01. The proposal of Cronin & Company, Incorporated (Purchaser) to purchase
$1,935,000 General Obligation Utility Revenue Bonds, Series 1999B (Bonds) of the City
described in the Terms of Proposal thereof is found and determined to be a reasonable offer
and is accepted, the proposal being to purchase the Bonds at a price of $1,921,817.30 plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Ma~riW Rate Mat~riW Rate
2001 3.45% 2006 4.00%
2002 3.55 2007 4.10
2003 3.65 2008 4.10
2004 3.80 2009 4.20
2005 3.90 2010 4.30
True interest rate: 4.1614%
1.02. The sum of $2,317.30 being the amount proposed by the Purchaser in excess
of $1,919,500 will be credited to the Debt Service Fund hereina~er created. The City
Clerk/Finance Director is directed to deposit the good faith check of the Purchaser, pending
completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful
proposers forthwith. The Mayor and City Clerk/Finance Director are directed to execute a
contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds in the total principal mount
of $1,935,000, originally dated May 1, 1999, in the denomination of $5,000 each or any
2
integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and
which mature serially on February 1 in the years and amounts as follows:
Year of Year of
MaturiW Amount MaturiW Amount
2001 $110,000 2006 $200,000
2002 175,000 2007 210,000
2003 180,000 2008 220,000
2004 185,000 2009 225,000
2005 195,000 2010 235,000
1.04. Optional RedernVtion. The City may elect on February 1, 2007 and on any day
thereafter to prepay Bonds due on or after February 1, 2008. Redemption may be in whole or
in part and if in part, at the option of the City and in such order as the City will determine and
within a maturity by lot as selected by the Regiswar. All prepayments will be at a price of
par plus accrued interest.
Section 2. Re~tration and PayrnenL
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable
by check or draft issued by the Registrar described herein.
2.02. Dates: Interest Payment r)ates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been
paid or made available for payment, unless (i)the date of authentication is an interest
payment date to which interest has been paid or made available for payment, in which case
such Bond will be dated as of the date of authentication, or (ii) the date of authentication is
prior to the first interest payment date, in which case such Bond will be dated as of the date
of original issue. The interest on the Bonds will be payable on February I and August 1 of
each year, commencing February 1, 2000, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not such day is
a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar,
transfer agent, authenticating agent and paying agent (Registrar). The effect of registuition
and the rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office
a bond register in which the Registrar provides for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds enti~ed to be
registered, mmsferred or exchanged.
Co) Trnn.~fer of nonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
3
thereof or by an attorney duly authorized by the registered owner in writing, the
Registrar will authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of a like aggregate principal amount and
maturity, as requested by the transferor. The Registrar may, however, close the books
for registration of any transfer after the fifteenth day of the month preceding each
interest payment date and until such interest payment date.
(c) Rxch~nge of Ronds. When Bonds are surrendered by the registered
owner for exchange the Registrar will authenticate and deliver one or more new
Bonds of a like a&gregate principal amount and rrmmrity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any transfer or exchange will be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Ir~roper or Unauthorized Tran.~f~r. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar
is satisfied that the endorsement on the Bond or separate instrument of transfer is
valid and genuine and that the requested transfer is legally authorized. The Regiswar
will incur no liability for the refusal, in good faith, to make transfers which it, in its
judgment, deems improper or unauthorized.
(f) Persons Defined Owners. The City and the RegisWar may treat the
person in whose name a Bond is registered in the bond register as the absolute owner
of the Bond, whether the Bond is overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on the Bond and for all
other purposes, and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid.
(g) TEes. Fees and ChsrVes. For a transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange.
(h) Mutilated. t ost. ,~t01~'n o~ Dest?~,,,t J~onct~. ff a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in substitution for a Bond
destwyed, stolen or lost, upon the payment of the reasonable expenses and charges of
the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indenmity in form, substance and mount
satisfactory to it and as provided by law, in which both the City and the Registrar
must be named as obligees. Bonds so surrendered to the Registrar will be canceled by
4
the Registrar and evidence of such cancellation must be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior
to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) not more
than 60 and not less than 30 days prior to the date fixed for redemption to the
registered o~ks of each Bond to be redeemed at the address shown on the
registration . kept by the Registrar. Failure to give notice by mail to any
registered owner, or any defect therein, will not affect the validity of any proceeding
for the redemption of Bonds. Bonds so called for redemption will cease to bear
interest after the specified redemption date, provided that the funds for the redemption
are on deposit with the place of payment at that time.
2.04. Appo~t of Initial ReVistrar. The City appoints U.S. Bank Trust National
Association, Saint Paul, Minnesota, as the initial RegisWar. The Mayor and the City
Manager are authoriz~xl to execute and deliver, on behalf of the City, a contract with the
Registrar. Upon merger or consolidation of the RegisWar with another corporation, if the
resulting corporation is a bank or trust company authorized by hw to conduct such
business, such corpon.tion is authorized to act as successor Registrar. The City agrees to pay
the reasonable and cuStonmry charges of the Registrar for the services performed. The City
reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of
a successor Registrar, in which event the predecessor Registrar must deliver all cash and
Bonds in its possessiOn to the successor Regiswar and must deliver the bond register to the
successor Registrar. On or before each principal or interest due date, without further order of
this Council, the Finance Director must transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. F. xecutigl~. Auth,entication argo l~eljv~-~. The Bonds will be prepared under
the direction of the Finance Director and executed on behalf of the City by the signatures of
the Mayor and the C~y Manager provided that all signatures may be printed, engraved or
lithoSraphed facsimiles of the originals. In case ~my officer whose signature or a facsimile of
whose signature appe~hrs on the Bonds ceases to be such officer before the delivery of any
Bond, such signature or facsimile will nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery. Notwithstanding such
execution, a Bond wilt not be valid or obliSatory for any purpose or entitled to any security
or benefit under this Resolution unless and until a certificate of authentication on the Bond
has been duly execufed by the manual signature of an authorized representative of. the
Registrar. Certificates of authentication on different Bonds need not be signed by the same
representative. The executed ~cate of authentication on each Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the Bonds
have been so prepared, executed and authenticated, the Finance Director will deliver the
same to the Purchaser upon payment of the purchase price in accordance with the contract of
sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Ten~orary Ronds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in
Section 3 with such changes as may be necessary to reflect more than one maturity in a
single temporary bond. Upon the execution and delivery of definitive Bonds the temporary
Bonds will be exchanged therefor and canceled.
Section 3. Form of l~ond.
3.01. The Bonds will be printed in substantially the following form:
6
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
GENERAL OBLIGATION UTILITY REVENUE
BOND, SERIES 1999B
Date of
Rate MatU~ty Oril, in~l Issue CUgIP
May 1, 1999
No.
Registered Owner: Cede & Co.
Principal Sin:
The City of Columbia Heights, Minnesota, a duly organized and existing municipal
corporation in Anoka County, Minnesota (City), acknowledges itself to be indebted and for
value received hereby promises to pay to the registered owner specified above or registered
assil~ns, the principal sum specified above on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable February 1 and
August 1 in each year, commencing February l, 2000, to the person in whose name this
Bond is registered at the close of business on the fifteenth day {whether or not a business
day) of the immediately preceding month. The interest hereon and, upon presentation and
surrender hereof, the principal hereof are payable in lawful money of the United States of
America by check or draft by U.S. Bank Trust National Association, St. Paul, Minnesota, as
Bond Registrar, Paying Agent, Transfer Agent knd Authenticating Agent, or its designated
successor under the Resolution described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2007 and on any day thereafter to prepay Bonds
due on or after February 1, 2008. Redemption may be in whole or in part and if in part, at
the option of the City and in such order as the City will determine and within a maturity by
lot as selected by the Registrar. All prepayments will be at a price of par plus accrued
interest.
7
The City Council has designated the issue of Bonds of which this Bond forms a part
as "qualified tax exempt obligations" within the meaning of Section 265Co)(3) of the Internal
Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense
for financial institutions and within the $10 million limit allowed by the Code for the
calendar year of issue.
This Bond is one of an issue in the aggregate principal mount of $1,935,000 all of
like original issue date and tenor, except as to number, maturity date, redemption privilege,
and interest rate, all issued pursuant to a resolution adopted by the City Council on April 12,
1999 (the Resolution), for the purpose of providing money to aid in financing various
improvements to the storm sewer, water and sanitary sewer system of the City, pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Section 444.075 and the City's home rule charter and the principal
hereof and interest hereon are payable primarily from the net revenues of the water, storm
sewer and sanitary sewer system of the City in a special debt service fund of the City, as set
forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment
of this Bond and the City Council has obligated itself to levy ad valorera taxes on all taxable
property in the City in the event of any deficiency in net revenues pledged, which taxes may
be levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City
has covenanted and agreed that it will continue to own and operate the water, storm sewer
and sanitary system free from competition by other like utilities; that adequate insurance on
said plant and system and suitable fidelity bonds on employees will be carried; that proper
and adequate books of account will be kept showing all receipts and disbursements relating
to the Water and Sewer Fund, into which it will pay all of the gross revenues from the water,
storm sewer and sanitary system; that it will also create and maintain a General Obligation
Utility Revenue Bonds, Series 1999B Debt Service Fund, into which it will pay, out of the
net revenues from the water, storm sewer and sanitary system a sum sufficient to pay
principal hereof and interest thereon when due; and that it will provide, by ad valorera tax
levies, for any deficiency in required net watei' a~d sewer system revenues.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar,
by the registered owner hereof in person or by the owner's attorney duly authorized in
writing upon surrender hereof together with a written instnzment of transfer satisfactory to
the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may
also be surrendered in exchange for Bonds of other authorized denominations. Upon such
Iransfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, .RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of Minnesota
and the City's home rule charter to be done, to exist, to happen and to be performed
preliminary to and in the issuance of this Bond in order to make it a valid and binding
general obligation of the City in accordance with its terms, have been done, do exist, have
happened and have been performed as so required, and that the issuance of this Bond does
not cause the indebtedness of the City to exceed any constitutional, statutory or charter
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or
benefit under the Resolution until the Certificate of Authentication hereon has been executed
by the Bond Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Columbia Heights, Anoha County, Minnesota,
by its City Council, has caused this Bond to be executed on its behalf by the facsimile
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the
date set forth below.
Dated:
CITY OF COLUMBIA HEIGHTS, MINNESOTA
(~acsirnile) (F~cstmile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
" U.S. BANK TRUST NATIONAL
ASSOCIATION
Authorized Representative
9
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with the
name as it appears upon the face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust corffpany or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond RegisWar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security
or other identifying number of assignee
Section 4. Plyment: ,~e~fiW Pledl'es ~pd Coven.qts.
4.01. The City will create and continue to operate its Water and Sewer Fund to
which will be credited all gross revenues of the water, sanitary sewer and storm sewer system
and out of which will be paid all normal and reasonable expenses of current operations of the
water, sanitary sewer and storm sewer system. Any balance therein are deerred net revenues
and will be transferred, from time to time, to a General Obligation Utility Revenue Bonds,
Series 1999B Debt Service Fund (Debt Service Fund) hereby created in the Water and Sewer
Fund, which fund will be used only to pay principal of and interest on the Bonds and any
l0
other bonds similarly authorized. There shall be transf~ to the Debt Service Fund a
sufficient amount to pay principal of and interest on all the Bonds, and the Finance Director
must report any current or anticipated deficiency in the Debt Service Fund to the City
Council. There is appropriated to the Debt Service Fund all capitalized interest financed
from Bond proceeds, if any, any amount over the minimum purchase price of the Bonds paid
by the Purchaser and all accrued interest paid by the Purchaser upon closing and delivery of
the Bonds.
4.02. The City Council covenants and agrees with the holders of the Bonds that so
long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the
following covenants and agreements:
(a) The City will create a storm sewer utility and will continue to maintain
and efficiently operate the water, sanitary sewer and storm sewer system as public
utilities and conveniences free from competition of other like utilities and will cause
all revenues therefrom to be deposited in bank accounts and credited to the water and
sewer system accounts as hereinabove provided, and will make no expenditures from
those accounts except for a duly authorized purpose and in accordance with this
resolution.
Co) The City will also maintain the Debt Service Fund as a separate account
in the Water and Sewer Fund and will cause money to be credited thereto from time to
time, out of net revenues from the water, sanitary sewer and storm sewer system,
respectively, in sums sufficient to pay principal of and interest on the portion of the
Bonds allocable to improvements to such system when due.
(c) The City will keep and maintain proper and adequate books of records
and accounts separate from all other records of the City in which will be complete and
correct entries as to all transactions relating to the water, storm sewer and sanitary
sewer system and which will be open to inspection and copying by any bond holder,
or the holder's agent or attorney, at any reasonable time, and it will furnish certified
transcripts therefrom upon request and upon payment of a reasonable fee therefor, and
said account will be audited at least annually by a qualified public accountant and
statements of such audit and report will be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water,
storm sewer and sanitary sewer system to be bonded in reasonable mounts for the
protection of the City and the bondholders and will cause the funds collected on
account of the operations of the water, storm sewer and sanitary sewer system to be
deposited in a bank whose deposits are guaranteed under the Federal Deposit
Insurance Law.
(e) The Council will keep the water, storm sewer and sanitary sewer
system insured at all times against loss by fire, tornado and other risks custornarily
~ustomary for like plants, to protect the holders, from time to time, of the Bonds and
ll
the City from any loss due to any such casualty and will apply the proceeds of such
insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all
duties with reference to the water, storm sewer and sanitary sewer system as required
by law.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, Section 444.075 at the times and in the mounts required to
produce net revenues adequate to pay all principal and interest when due on the Bonds
and to create and maintain such reserves securing said payments as may be provided
in this resolution.
(h) The City Council will levy general ad valorera taxes on all taxable
property in the City, when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues for the
payment of principal and interest on the Bonds will produce at least five percent in excess of
the amount needed to meet, when due, the principal and interest payments on the Bonds and
that no tax levy is needed at this time.
4.04. The City Clerk is authorized and directed to file a certified copy of this
resolution with the County Auditor and to obtain the certificate required by Minnesota
Statutes, Section 475.63.
Section 5. A-thentication of TrA~qcript
S.01. The officers of the City are authorized and directed to prepare and furnish to
the Pm'chaser and to the attorneys approving the Bonds, certified copies of proceedings and
records of the City relating to the Bonds and to the financial condition and affairs of the City,
and such other certificates, affidavits and transcripts as may be required to show the facts
within their knowledge or as shown by the books and records in their custody and under their
control, relating to the validity and marketability of the Bonds and such instnnnents,
including any heretofore furnished, will be deemed representations of the City as to the facts
stated therein.
5.02. The Mayor and City Manager are authorized and directed to certify that they
have examined the Official Statement prepared and circulated in connection with the
issuance and sale of the Bonds and that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts and representations made
therein as of the date of the Official Statement.
5.03. The Mayor, City Manager and Finance Director are authorized and directed to
execute the Continuing Disclosure undertaking substantially in the form on file with the City
Clerk on the date hereof.
12
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds
that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as mended (the Code), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be
necessary to ensure that such interest will not become subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter mended and made
applicable to the Bonds.
6.02. (a) The City will comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the interest on the
Bonds under Section 103 of the Code, including without limitation requirements
relating to temporary periods for investments, limitations on amounts invested at a
yield greater than the yield on the Bonds, and the rebate of excess investment earnings
to the United States if the Bonds (together with other obligations reasonably expected
to be issued in calendar year 1999) exceed the srnall-issuer exception amount of
$5,000,000.
Co) For purposes of qualifying for the small issuer exception to the federal
arbitrage rebate requirements, the City finds, determines and declares that the
aggregate face amount of all tax-exempt bends (other than private activity bonds)
issued by the City (and all subordinate entities of the City) during the calendar year in
which the Bonds are issued and outstanding at one time is not reasonably expected to
exceed $5,000,000, all within the meaning of Section 148(f)(4)(C) of the Code.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 14 1 through 150 of the Code.
6.04. In order to qualify the Bonds as "qualified m-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, the City makes the following factual statements
and representations:
(a)
the Code;
the Bonds are not '"private activity bonds" as defined in Section 141 of
Co) the City designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265Co)(3) of the Code;
(c) the reasonably anticipated mount of m-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity
bonds) which will be issued by the City (and all subordinate entities of the City)
during calendar year 1999 will not exceed $10,000,000; and
13
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 1999 have been designated for purposes of Section 265(b)(3) of the
Code.
6.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this section.
Section 7. aook-l%try System: t ,imited Obligation of CiW,
7.01. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof.
Upon initial issuance, the ownership of each such Bond will be registered in the registration
books kept by the Bond Registrar in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York, and its successors and assigns {DTC). Except as
provided in this section, all of the outstanding Bonds will be registered in the registration
books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond RegisU'ar and
the Paying Agent will have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Bonds as securities
depository (the Participants) or to any other person on behalf of which a Participant holds an
interest in the Bonds, including but not limited to any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect
to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person
other than a registered owner of Bonds, as shown by the registration books kept by the Bond
Registrar, of any notice with respect to the Bonds, including any notice of redernption, or
{iii) the payment to any Participant or any other person, other than a registered owner of
Bonds, or any amount with respect to principal of, premium, if any, or interest on the Bonds.
The City, the Bond Registrar and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the registration books kept by the Bond Registrar as
the holder and absolute owner of such Bond for the purpose of payment of principal,
premium and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments
will be valid and effectual to fully satisfy and discharge the City's obligations with respect to
payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or
sums so paid. No person other than a registered owner of Bonds, as shown in the registration
books kept by the Bond Registrar, will receive a certi~cated Bond evidencing the obligation
of this resolution. Upon delivery by DTC to the Finance Director of a written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and the
words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a
notice, the Finance Director will promptly deliver a copy of the same to the Bond Registrar
and Paying Agent.
14
7.03. R~pres~n,~on I.ett~. The form of representation letter proposed to be
submitted to DTC, which is on file with the City Clerk and presented to this meeting
(Representation Letter), is hereby approved, and the City Manager is authorized to execute
and deliver the Representation Letter in substantially the form on file, with such changes
therein not inconsistent with law as the City Manager may approve, which approval will be
conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar
subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation letter with respect to the
Bond Registrar and Paying Agent, respectively, to at all times to complied with.
7.04. Transfers Outside P. ook-F. ntl;y ,gS, stern. In the event the City, by resolution of
the City Council, determines that it is in the best interests of the persons having beneficial
interest in the Bonds that they be able to obtain Bond certificates, the City will notify DTC,
whereupon DTC will notify the Participants, of the availability through DTC of Bond
certificates. In such event the City will issue, transfer and exchange Bond certificates as
requested by DTC and any other registered owners in accordance with the provisions of this
Resolution. DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving notice to the City and discharging its responsibilities with
respect thereto under applicable law. In such event, if no successor securities depository is
appointed, the City will issue and the Bond Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange
and method of payment thereof.
70.5. Paymerits to Cede & Co. Notwithstanding any other provision of this
resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to l~'rincipal of, premium, if any, and interest on
such Bond and all notices with respect to such Bond will be made and given, respectively in
the manner provided in the Representation Letter.
15
The motion for the
Member Hunter
favor thereof:
Wyckoffm
adoption of the foregoing resolution was duly seconded by
, and upon vote being taken thereon, the following voted in
Jolly, Szurek, Hunter, Peterson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
'l~ayor Gary ~ Peterson "
16
STATE OF MINNESOTA )
)
COUNTY OF ANOKA ) SS.
)
CITY OF COLUMBIA )
HEIGHTS )
I, the undersigned, being the duly qualified and acting Council Secretary of the City
of Columbia Heights, Anoka County, Minnesota, do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular meeting of the City
Council of the City held on April 12, 1999 with the original minutes on file in my office and
the extract is a full, flue and correct copy of the minutes insofar as they relate to the issuance
and sale of $1,935,000 General Obligation Utility Revenue Bonds, Series 1999 of the City.
WITNESS My hand officially as such and the corporate seal of the City this 12 t h
day of April, 1999.
(SEAL)
M1:484315.01
17