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HomeMy WebLinkAboutResolution No. 2007-151CITY OF COLUMBIA HEIGHTS, MINNESOTA RESOLUTION N0.2007-151. RESOLUTION AWARDING THE SALE OF $1,000,000 GENERAL OBLIGATION STREET REHABILITATION BONDS, SERIES 2007A FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT The City Council (the "Council") of the City of Columbia Heights, Anoka County, Minnesota (the "City"), hereby ordains as follows: Section 1. Recitals. 1.01. The City is authorized by the Charter of the City of Columbia Heights (the "Charter") to issue its general obiigation bonds for, among tither things, the constrLictlvn and rehabilitation of streets within the City (the "Street Rehabilitation"). 1.02. On July 9, 2007 the Council conducted a first reading of an ordinance to issue its general obligation bonds in the aggregate amount of $1,000,000 to finance the Street Rehabilitation (the "Ordinance"). 1.03 On July 23, 2007, the Council conducted a second reading of the Ordinance and adopted the Ordinance, subject to referendum as described in the Charter. 1.04 The Ordinance was published at least once in the City's official newspaper. The City Clerk did not receive a petition signed by the requisite amount of registered voters in the specified time frame to reauire a referendum on the issuance of the Bonds (hereinafter defined) under the Charter. i Section 2. Sale of Bonds. 2.01. Award to Purchaser. The proposal of Wells Fargo Brokerage Services, LLC (the "Purchaser") to purchase the City's $1,000,000 General Obligation Street Rehabilitation Bonds, Series 2007A (the "Bonds") described in the Terms of Offering thereof is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $997,695.20 plus accrued interest to date of delivery, for Bonds bearing interest as follows: 316620v2 A1[~ CL162-39 1 Year Interest Rate 2009 4.00% 2010 4.00% 201 1 4.00% 2012 4.00% 2013 4.25% 2014 4.25% 2015 4.25% 201.6 4.25% 2017 4.375% 2018 4.375% True Interest cost: 4.2901 The City Manager is directed to deposit the good faith check of the Purchaser on behalf of the City pending cnrnpletiprZ of the sale and delivery of the Bonds; and to _reh~rn the checks of the unsuccessful proposers forthwith. The sum of $4,388.95 being the amount offered by the Purchaser in excess of $1,000,000 will be credited to a separate construction account to defray the costs of the Street Rehabilitation, as determined by the City's financial advisor. 2.02. Terms and Principal Amounts of the Bonds. The City will forthwith issue the Bonds pursuant to the Charter, in the total principal amount of $1,000,000, originally dated as of September 19, 2007, the Bonds being in fully registered form and issued in the denomination of $5,000 or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount 2009 $~5 nnn ,.,.,., 2010 85,000 2011 90,000 2012 95,000 2013 100,000 2014 105,000 2015 105,000 2016 110,000 2017 120,000 2018 125,000 2.03. Optional Redemption. The City nay elect on February 1, 2015, and on any day thereafter to prepay Bands due on or after February 1, 2016. Redemption nay be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less 31(~620v2 A3 E' C L E 62-39 2 than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments wi'l'l be at a price of par plus accrued interest. Section 3. Form; Re~,istration. 3.01. Registered Form. The Bonds will be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof will be payable by check or draft issued by the Registrar described herein. 3.02. Dates; lnterest Payment Dates. 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 far 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 the Bond will be dated as of the date of at:thentlCatlt>n, or (1?) the date of a~ithentir.atinn is prig trJ thefi_rct interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds will be payable on February 1 and August 1 in each year, commencing August 1, 2008, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 3.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Re ig ster. The Registrar will keep at its principal corporate trust office a bond register in which the Registrar will provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in farm satisfactory to the Registrar, duly executed by the registered owner 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 that interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and. deliver one or more new 3 16620v2 AJP CL 162-39 Bonds of a like aggregate principal amount and maturity as requested by the registered owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon a transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of directly by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal., in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (fl Persons Deemed Owners. The City and the Registrar whose name any Bond is at any tune registered in may treat the person in ~e bond register as the absolute n;z,nnrr of gw~h Bond, ~z71!etl?eT' c~rh Bond is nverrl~ie nr nnt, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the suin or sums to be paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for every transfer or exchange of Bands, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond becomes mutilated or destroyed, stolen or lost, the Registrar will deliver a new Band of like amount, numoer, maturity dale and te11UI Ill eXCllallge alld Ji.lbJtllUtloll lilt alld LLiJO11 cancellation. of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, 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 such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar will be named as obligees. All Bonds so surrendered to the Registrar will be cancelled by it 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 far redemption. in accordance with its terms it will not be necessary to issue a new Bond. prior to payment. 316620v2 AJ P C L I fr2-34 4 (i} Redemption. In the event any of the Bonds are called far redemption, notice thereof identifying the Bands 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 owner of each Bond to be redeemed at the address shown on the registration. books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings 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. 3.04. Appointment of Initial Registrar. The City hereby appoints ti.S. Bank National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust co:r~pany authorized by la..' to Conduct such b'~s.ness, the Yeslµlt2ng corporat?on will be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary 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 will deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this City Council, the City Manager or a designee will transmit to the Registrar moneys sufficient for the payment of all principal and. interest then due. 3.05. Execution, Authentication anal Delivery. The Bonds will be prepared under the direction of the City Manager and will be executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds will cease to be such officer before the delivery of any Band, that signature or r"acsimiie wiii neveriheiess be vaiid and sufncien~ fur aii purposes, the sai~c as if tiie officer had remained in office until delivery. Notwithstanding such execution, no Bond will be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on a Bond has been duly executed 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 certificate of authentication on each Bond will be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the salve to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser will not be obligated to see to the application of the purchase price. 3.06. Temporary Bonds. The City ~~ay elect to deliver in lieu of printed definitive Bonds ane or more typewritten temporary Bonds in substantially the form set forth in 316620v2 AJF' CLf62-39 Section 3.07 with such changes as may be necessary to reflect more than one maturity in a single temporary band. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. 3.07. Form of Bonds. The Bonds will be printed or typewritten in substantiaiiy the following form: No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF ANOKA CITY OF COLUMBIA HEIGHTS GENERAL OBLIGATION STREET REHABILITATION BONDS, SERIES 2007A Date of Rate Maturity Date Original Issue CUSIP September 19, 2007 Registered Owner: Cede & Co. The City of Columbia Heights, Minnesota, a duly organized and existing home rule charter city and political subdivision in Anoka County, Minnesota (the "City"}, acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above or registered assigns, the Principal Amount specified above on the Maturity Date specified above, payable February 1 and August 1 in each year, commencing February 1, 2009, to the person m wnose name trus tsona is registerea ai me cJOSe of ousit7ess on Inc ~~«~ Uay (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 National Association, St. Paul, Minnesota, as Bond Registrar, Authenticating Agent and Paying 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, 2015, and on any day thereafter to prepay Bonds due on or after February 1, 201.6. Redemption may be in whale or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify Depository Trust CoJmpany (``DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each 3 l 662(lv2 AJ F C` I.. t 62-34 6 participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $1,000,OOU, all of like original date and tenor, except as to number, maturity date, redemption privilege and interest rate, issued pursuant to a resolution adopted by the City Council on August 27, 2007 (the "Resolution"), for the purpose of providing funds for the construction and rehabilitation of streets within the City, as authorized by the Charter of the City of Columbia Heights (the "Charter"), pursuant to and in full conformity with the Constitution, the Charter and the laws of the State of Minnesota. The principal hereof and interest hereon are payable from ad valorem taxes levied on all taxable property in the City, and if necessary for the payment thereof additional ad valorem taxes are required by law to be levied on all taxable property in the City, which taxes are not subject to any limitation as to rate or amount, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby con((f/e~~r~~red. yThe Bponds rroyy~~f this speriespare issued only as fully registered Bonds in denominations of ~/,l/\lll ar ally llltegral tll ~.Lltlple thereof of single maturties. 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 his attorney duly authorized in writing upon surrender hereof together with a written instrument 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 transfer 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 change 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 v r n is registered as the absolute owner hereof, whether this Bond is overaue or not, ror 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 AND RECITED that all acts, conditions and things required by the Constitution, the Charter and the laws of the State of Minnesota to be done, to happen and to be performed preliminary to and in the issuance of this Bond have been done, have happened and have been performed in regular and due fore, time and manner, that prior to the issuance of this bond the City Council of the City of Columbia Heights has provided funds for the payment of principal and interest on the Bonds of this series as the same become due, but the full faith and credit of the City is pledged for their payment and additional taxes will be levied, if required for such purpose, without limitation as to the rate of amount; and that this Band, together with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any charter, constitutional or statutory limmitation therean. 31662f1v2 AJP CL1G2-39 '~ 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 will have been executed by the Band Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Columbia Heights, Anoka County, Minnesota, by its City Council, has caused this Band to be executed on its behalf by the facsimile or manual 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 (,facsimile) (facsimile City Manager :~'Iayor CERTIFICATE OF AUTHENTICATION By U.S. BAND NATIONAL ASSOCIATION Authorized Representative 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 premise. Dated: This is one of the Bands delivered pursuant to the Resolution mentioned within. Notice: The assignor's signature to this assignment must correspond. with the Heine as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. ~ i ~~ZOvz a.~~ c~~ l ~~-sg g Signature Guaranteed: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar 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 the Bond is held by joint account) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of the Registrar Cede c$c Co. Federal ID #13-2555119 316620v2 A.IF (`[, I Erg-3~7 9 3.08. Le a~ 1 Opinion. The City Manager will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, as bond counsel, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. Section 4. Security; Payment. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Street Rehabilitation Bonds, Series 2007A Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of the ad valorem taxes hereinafter levied are hereby pledged to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the City Manager will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed far those advances out of the proceeds of the taxes levied by this resolution, when collected. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any, and (ii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. 4.02. Tax Lew. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year of collection): Year Lev (See EXHIBIT B) 4.03. Debt Service Coverage. It is determined that the estimated collection of the fore~oin~ taxes will produce at Ieast five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until ail of the Bonds are paid, provided that at the time the City makes its aruiuai lax ievcs rile City Manager may certify to the County Auditor of Anoka County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 4.04. Registration of Resolution. The City Manager 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. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are hereby authorized and directed to prepare and fu1-nish to the Purchaser and to the attorneys approving the bonds, certified copies of proceedings and records of the City relating to the bonds and to the financial 316620v2 AJI? CL162-39 10 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 banks and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Transcript. The Mayor and City Manager are hereby authorized and directed to certify that they have examined the Official Statement, dated August 16, 2007, 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, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. 5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered as Bond Counsel) to the Registrar on the closing date 1Vr farther distrtb;.ut~ari as directed by the City's financial adviser, Ehlers ~ ASSnr_ates, Inc. Section 6. Tax Covenants. 6.01. Tax Exemption. The City will comply with requirements necessary under the Internal Revenue Code of 1986, as amended (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 ].imitation requirements relating to the 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 2007) exceed the small-issuer exception amount of $5,000,000. 6.02. Not Private Activity Bonds. 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 Bands to be "private activity bonds" within the meaning of Sections iu3 and iii tfirougii 1~"v of the Code. 6.03. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which ]nay apply in order to effectuate the designations made by this section. Section 7. Bank-Entry System• Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Band far each of the maturities set forth in Section 2.02 hereof. Upon initial issuance, the ownership of each Band will be registered in the registration books kept by the Band 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 316620v2 AJP CLtb2-39 1 1 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. Participants. 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 Registrar 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 redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bands. The City, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered *; ~ i?° ;mot,-ter ~c t~P h^lder and absolute o:~~nPr of ~~~Ch ire ~hc rcgis~ra«on books kepi by she Bonu ~..,g~~ .~~ u~ ~.~~ 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 ruins 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 certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC: and u>aon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Bond Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. 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 be complied with at all times. 7.04. Transfers Outside Book-Enti-~Systein. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests 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 316620v2 AJP CL! 62-39 12 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 file provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will ~pmply with and ca_r_ry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to commply with its obligations under this section. 8.02. Execution of Continuing_ Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it maybe amended from time to dime in accordance with the terms thereof. Section 9. Defeasance. _.._ . _. ~_ __ .7 /l~t_.._ 7?. L~.. t,. !'~..., .,.. [A ..,,~. nll L2.~rs.a c. o»a old interact y.01. P1eUges haVCllanl5 Q11U lJlllGl tyL~'1~1W W l..Cia~l4. vVii~ii uii Lviiuo uiia~ uii a~w,~.,. thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full paymment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the pa}nment thereof in full with interest accrued to the date of such deposit. 3 t6626v2 AJP CLI62-39 1 The foregoing resolution was introduced by Member Diehm and seconded by Member Williams. The following voted in favor of the resolution: Peterson, Diehm, Kelzenberg, Nawrocki and Williams; The following voted against: None; The following were absent: None. Adopted: August 27, 2007. ATTEST: 6~ City Manager ,d` ®~ ~. 316620v2 A1P CLI62-39 l~ EXHIBIT A PROPOSALS 31662Ov2 AJh CL 162-34 A_ EXHIBIT B YEAR TAX LEVY SCHEDULE TAX LEVY 2008 $38,191..57 2009 128,475.17 2010 130,587.20 2011 1.32,267.20 2012 133,737.20 2013 134,997.20 2014 135,784.70 2015 131,099.07 2016 131,663.45 2017 137,254.70 2018 136,99220 * YeaY tax levy collected. 316620v2 AJP CL162-39 B,_ 1 STATE OF MINNESOTA ) COUNTY OF ANOKA ) SS. CITY OF COLUMBIA HEIGHTS) I, the undersigned, being the duly qualified and acting City Manager of the City of Columbia Heights, Minnesota, do hereby certify that I have carefully compared the attached and foregoing resolution of a regular meeting of the City Council held on Monday, August 27, 2007, with the original thereof on file in my office and I further certify that the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of the City's $1,000,000 General Obligation Street Rehabilitation Bonds, Series 2007A. WITNESS My hand as City Manager and the corporate seal of the City this _" (7~'~- _ day of ~ , 2007. F ,~ w 3 ?e ___ City Manager ~p (~itv nfC~'nlnmhia N~itshtc. Minne,~nta -__, --_ _----------------o----~ - ----- -- (SEAL)