HomeMy WebLinkAboutContract 20492049
BOND PURCHASE AGREEMENT
among
CITY OF COLUMBIA HEIGHTS, MINNESOTA ("Issuer")
CREST VIEW CORPORATION ("Company"}
and
PIPER JAFFRAY & CO. ("Underwriter")
$20,070,000
City of Columbia Heights, Minnesota
Multifamily and Health Care Facilities Revenue Refunding Bonds
(Crest View Corporation Projects)
Series 2007A
$600,000
City of Columbia Heights, Minnesota
Taxable Multifamily and Health Care Facilities Revenue Refunding Bonds
(Crest View Corporation Projects)
Series 2007B
July 12, 2007
BOND PURCHASE AGREEMENT
Dated. as of July 12, 2007
City of Columbia Heights, Minnesota
Crest View Corporation
Piper Jaffray & Co. (the "Underwriter") hereby offers to purchase, upon the terms and
conditions hereinafter specified, the bonds specified on the cover page hereof (the "Series 2007A
Bonds" and "Series 2007B Bonds," respectively, and collectively, the "Bonds"), being issued by
the City of Columbia Heights, Minnesota (the "Issuer"), under and pursuant to an Indenture of
Trust, dated as of July 1, 2007 (the "Indenture"), between the Issuer and Wells Fargo Bank,
National Association, as trustee (the "Trustee"). If and when accepted by each of you, this
document shall constitute our Bond Purchase Agreement (the "Bond Purchase Agreement"). All
terms not defined in this Bond Purchase Agreement shall have the meanings set forth in the
Indenture.
It is our understanding that the Bonds are being issued by the Issuer under the authority of
Minnesota Statutes, Chapter 462C, as amended (the "Act"), and are secured by the Indenture. The
proceeds from the sale of the Bonds will be loaned to Crest View Corporation (the "Company")
pursuant to a Loan Agreement, dated as of July 1, 2007 (the "Agreement") and used to refinance
and finance improvements to the Facilities (as defined in the Indenture). The Bonds have been
offered by the Underwriter for sale as described in the Preliminary Official Statement, dated as of
June 25, 2007 (the "Preliminary Official Statement").
The Issuer and the Company hereby approve distribution of the Preliminary Official
Statement and the final Official Statement with respect to the Bonds to be dated on or around July
16, 2007 (the "Official Statement"), and consent to their use by the Underwriter in connection with
offers and sales of the Bonds. The Bonds will be sold by the Underwriter at the prices and with the
terms as described an Schedule A hereto and in the Official Statement.
1. Representations and Covenants of the Issuer.
The Issuer hereby represents and warrants to the Underwriter that:
(a) The Issuer is a duly organized and validly existing municipal corporation
and political subdivision under the laws of the State of Minnesota and is issuing the
Bonds to refinance and finance improvements to the Facilities pursuant to the Act.
(b) The Issuer has duly authorized and approved the issuance and sale of the
Bonds pursuant to the Indenture and this Bond Purchase Agreement, and the
execution and delivery of this Bond Purchase Agreement and the documents to
which it is a party.
(c) To the best of the Issuer's knowledge, the execution and delivery of this
Bond Purchase Agreement, the Bonds, the Indenture, the Agreement, and the other
agreements contemplated hereby, and compliance with the provisions thereof, will
not conflict with or result in a breach of any of the terms and provisions of, or
constitute a default under, any agreement, indenture, mortgage, lease, or other
instrument to which the Issuer is subject or by which it is or may be bound.
(d) To the best of the Issuer's knowledge, there is no action, suit, proceeding,
inquiry, or investigation at law or in equity before or by any court, public board, or
body pending to which the Issuer is a party or, to the knowledge of the Issuer,
threatened against or affecting the Issuer (or any basis therefor) wherein an
unfavorable decision, ruling or finding would have a material adverse effect on the
validity or security of the Bonds, the Indenture, the Agreement, this Bond Purchase
Agreement, or the transactions contemplated thereby, or the exclusion of interest on
the Series 2007A Bonds from gross income for purposes of Federal income
taxation.
(e) The Issuer shall not take or omit to take, as is appropriate, any action, the
taking or omission of which would adversely affect the exclusion of interest on the
Series 2007A Bonds from gross income for purposes of Federal income taxation,
provided, however, that the Issuer shall be entitled to rely on the advice of bond
counsel in such matters.
(~ The Issuer has consented to the distribution of the Preliminary Official
Statement and Official Statement, but has not participated in the preparation of such
documents, made any independent investigation or review of the same, or approved
such documents, or information contained therein, and asstunes no responsibility
for the sufficiency, accuracy or completeness of such documents.
2. Representations and Covenants of the Company.
The Company hereby represents and warrants to the Underwriter and the Issuer that:
(a) The Company is a nonprofit corporation duly organized and validly existing
and in good standing under the laws of the State of Minnesota. The Company will
be in compliance in all material respects with applicable laws of the State of
Minnesota on the Closing Date and has full power and authority to enter into the
Agreement, this Bond Purchase Agreement, the Amended and Restated Mortgage
and Security Agreement as of July 1, 2007, between the Company and the Trustee
with respect to the Bonds (the "Mortgage"), and the Continuing Disclosure
Agreement dated as of July 1, 2007, between the Company and the Trustee (the
"Disclosure Agreement").
(b) The Company is conducting its business in all material respects in
substantial compliance with all applicable and valid laws, rules and regulations of
the State of Minnesota.
(c) This Bond Purchase Agreement, the Agreement, the Mortgage and the
Disclosure Agreement, when executed and delivered by all parties thereto, will
have been duly and validly authorized, executed, and delivered, will be in full force
and effect, and will be valid and binding obligations of the Company, except to the
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extent that the enforcement thereof may be limited by bankruptcy, insolvency, or
other laws affecting creditors' rights generally.
(d) The execution and delivery of this Bond Purchase Agreement, the
Agreement, the Mortgage and the Disclosure Agreement, the constumnation of the
transactions contemplated thereby, and the fulfillment of the terms and conditions
thereof, do not and will not in any material respect conflict with or result in a
breach of any of the terms or conditions of any restriction or any agreement or
instrument to which the Company is now a party or by which it is bound or to
which any property of the Company is subject, and do not and will not constitute a
default under any of the foregoing, and do not and will not be in violation of any
order, decree, statute, rule, or regulation of any court or any State or Federal
regulatory body having jurisdiction over the Company or its properties, including
the Facilities, and do not and will not result in the creation or imposition of any lien,
charge, or encumbrance of any nature upon any of the property or assets of the
Company contrary to the terms of any instrument or agreement to which the
Company is a party or by which it is bound.
(e) The use of the Facilities complies in all material respects with all presently
applicable development, pollution control, water conservation, and other laws,
regulations, rules, and ordinances of the Federal government and the State of
Minnesota and the respective agencies thereof and the political subdivision in
which the Facilities are located. The Company has obtained and will obtain all
necessary and material approvals of and licenses, permits, consents and franchises
from Federal, State, county, municipal, or other governmental authorities having
jurisdiction over the Facilities to operate the Facilities and to enter into, execute,
and perform its obligations under the Agreement, this Bond Purchase Agreement,
the Mortgage and the Disclosure Agreement (provided, however, that no
representation is made as to compliance with state "blue sky" laws).
(f) The information supplied by the Company that has been relied upon by
Bond Counsel and counsel for the Underwriter in preparing their respective
opinions and certain provisions of the Preliminary Official Statement and the
Official Statement, is correct and complete.
(g) The Company shall take all necessary action on its part to cause the Bonds
to comply with the provisions of the laws and regulations of the State of Minnesota
under which the Bonds are issued and the applicable provisions of the Internal
Revenue Code of 1986, as amended, and the applicable regulations promulgated
thereunder or under any prior or succeeding Federal tax laws (collectively, the
"Code"), and will not take any action, or permit any action within its control to be
taken, which would violate such provisions or which would cause interest on the
Series 2007A Bonds to become includable in gross income for purposes of Federal
income taxation.
(h) The money on deposit in any fund or account created or maintained under
the Indenture in connection with the Series 2007A Bonds, whether or not such
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money was derived from other sources, will not be used by or under the direction of
the Company in a manner which would cause the Series 2007A Bonds to be
"arbitrage bonds" within the meaning of the Code, and the Company specifically
agrees that the investment of money in any such fund or account shall be restricted
as may be necessary, and the earnings on such investment rebated to the United
States to the extent necessary, to prevent the Series 2007A Bonds from being
"arbitrage bonds".
(i) In addition to the covenants undertaken in (g) and (h) above, the Company
hereby makes, for the benefit of the Underwriter, all covenants undertaken with
respect to the Series 2007A Bonds as set forth in Section 7.14 of the Agreement.
(j) There are no actions, suits, or proceedings pending or, to the knowledge of
the Company, threatened against the Company or any property of the Company in
any court or before any Federal, State, municipal, or other govemrnental agency,
which, if decided adversely to the Company, would individually or in the aggregate,
have a material adverse effect upon the Company or upon the business or properties
of the Company, or on the validity or enforceability of the Bonds, the Indenture, the
Agreement, this Bond Purchase Agreement, the Mortgage and the Disclosure
Agreement, or the documents to be delivered pursuant thereto.
(k) The Company has duly approved and authorized the distribution and use of
the Preliminary Official Statement and the distribution and use of the Official
Statement. The Preliminary Official Statement as of its date was "deemed fmal" by
the Company within the meaning of Rule 15c2-12 of the Securities and Exchange
Commission promulgated under the Securities Exchange Act of 1934 (the "Rule").
(1) The Company has never failed to comply, in any material respect, with any
previous continuing disclosure undertakings entered into pursuant to the Rule.
(m} The information regarding the Company, the Facilities, Bondholders' Risks,
the documents to which the Company is a party and all financial information related
to any of the foregoing (the "Company Information") contained in the Preliminary
Official Statement and to be contained in the Official Statement is and will be true
and correct, in all material respects. As regards the Company Information, the
Preliminary Official Statement does not and the Official Statement will not contain
any untrue or misleading statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they are made, not misleading.
(n) Except as specifically disclosed in the Preliminary Official Statement and
the Official Statement, the Company has not failed to pay when due the principal of
or interest on any material obligation of the Company.
(o) At the Closing Date, to the best knowledge of the Company, the Mortgage
will constitute a valid and, upon recording, perfected, first mortgage lien on the
Company's fee title interest in the Facilities, subject only to Permitted
Encumbrances.
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(p) The Company shall promptly advise the Underwriter of the institution of
any proceeding to which it is a party or of which it has knowledge which may
adversely affect the offering, sale or distribution of the Bonds.
(q) The Company will not take or omit to take any action within its control that
will in any way result in the proceeds from the sale of the Bonds being applied in a
manner inconsistent with the provisions of the Agreement, or as described in the
Official Statement.
(r) Any certificate signed by an officer of the Company authorized to so sign
and delivered to the Issuer or the Underwriter with respect to the matters addressed
in this Agreement shall be deemed a representation and warranty by the Company
to such parties as to the statements made therein.
(s) The Company agrees to furnish to the Underwriter, so long as any Bonds
are outstanding, a copy of the Company's financial statements and other
certifications, at the time and as otherwise required to be furnished pursuant to
Section 4.7 of the Agreement.
3. Covenants of the Company and the Issuer.
The Company and the Issuer covenant with the Underwriter as follows:
(a) The Issuer and the Company shall cooperate with the Underwriter in
qualifying the Bonds for offer and sale under the securities laws of such
jurisdictions of the United States as the Underwriter may request. Neither the
Issuer nor the Company shall be required to consent to suit or to service of process
in any jurisdiction.
(b) Within 90 days after the Closing Date, if any event occurs as a result of
which the Official Statement as then amended or supplemented, might include an
untrue statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, the Company shall promptly notify the Underwriter thereof
in writing. Upon the request of the Underwriter, the Company will prepare and
deliver to the Underwriter at the Company's expense as many copies of an
amendment or supplement to the Official Statement reasonably requested by the
Underwriter that corrects the untrue statement or omission.
4. Conditions of Underwriter's Obligations.
The obligations of the Underwriter to purchase and pay for the Bonds are subject to the
following conditions:
(a) The representations and covenants of the Company and the Issuer contained
herein shall be true and correct as of the Closing Date.
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(b) At the Closing Date, the Company and the Issuer shall have performed all
of their obligations hereunder theretofore to be performed.
(e) At the Closing Date, there shall be delivered to the Underwriter:
(i) the bond counsel opinion and supplemental bond counsel opinion of
Kennedy & Graven, Chartered as bond counsel, in form and substance
satisfactory to the Underwriter covering usual and customary matters;
(ii) an opinion or opinuons of Faegre and Benson LLP, as counsel for
the Company, addressed to the Issuer, the Trustee, the Underwriter and
bond counsel, in form and substance satisfactory to the Underwriter
covering usual and customary matters; and
(iii) an opinon of Gray, Plant, Mooty, Mooty & Bennett, P.A., counsel
to the Underwriter, in form and substance satisfactory to the Underwriter
covering usual and customary matters.
In rendering the above opinions, counsel may rely upon customary certificates.
(d) The Bonds, the Agreement, the Indenture, the Mortgage and the Disclosure
Agreement, in substantially the forms existing on the date hereof, with such
changes therein as may be mutually agreed upon by the parties thereto and the
Underwriter, shall have been duly authorized, executed, and delivered by the
respective parties thereto and such agreements and all other action taken necessary
to issue and authorize the Bonds s11a11 be in full force and effect on the Closing
Date.
(e) All proceedings and related matters in connection with the authorization,
issue, sale, and delivery of the Bonds shall have been satisfactory to bond counsel
and counsel for the Underwriter, and such counsel shall have been famished with
such papers and informaiion as they may have reasonably requested to enable them
to pass upon the matters referred to in this paragraph.
(f) The Company and the Issuer shall have famished or caused to be furnished
to the Underwriter on the Closing Date certificates satisfactory to the Underwriter
as to the accuracy of their respective representations and warranties contained
herein as of the date hereof and as of the Closing Date and as to the performance
by them of their respective obligations hereunder to be performed at or prior to the
Closing Date.
(g) The offer and sale of the Bonds and any related separate securities shall be
exempt from registration under the Securities Act of 1933, as amended; the Bonds
and any related separate securities shall constitute "municipal securities" within the
meaning of the Securities Exchange Act of 1934, as amended; and the Indenture
and any related separate securities shall be exempt from qualification under the
Trust Indenture Act of 1939, as amended.
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(h) The Bonds shall be registered or exempt from registration for sale in such
states as the Underwriter may designate.
(i) No material adverse change or other development involving a prospective
material and adverse change in, or materially and adversely affecting the affairs,
business, financial condition, results of operations, prospects or properties
(including the Facility) of, the Issuer or the Company shall occur between the date
hereof and the Closing Date, unless the Underwriter is informed of such changes or
development in writing by the Company.
(j) No order suspending the sale of the Bonds in any jurisdiction in which a
sale is proposed shall have been issued on or prior to the Closing Date and be
continuing, and no proceedings for that purpose either shall have been instituted
and shall be continuing or, to the knowledge of the Company or the Underwriter,
shall be contemplated.
(k) There shall have occurred no material change in any matters pertinent to
this offering that in the judgment of the Underwriter requires a revision of or
supplement to the Official Statement for sale of the Bonds.
All proceedings taken at or prior to the Closing Date in connection with the authorization,
issue, and sale of the Bonds shall be satisfactory in form and substance to the Underwriter, and the
Underwriter shall have been famished with all such documents, certificates, and opinions as the
Underwriter may reasonably request to evidence the accuracy and completeness of any of the
representations, warranties, or statements, the performance of any covenants of the Company or
the compliance with any of the conditions herein contained.
All such opinions, certificates, letters, and documents will be in compliance with the
provisions hereof only if they are in all material respects satisfactory to the Underwriter and to
counsel for the Underwriter, as to which both the Underwriter and such counsel shall act
reasonably.
If any conditions of the Underwriter's obligations hereunder to be satisfied prior to the
Closing Date are not so satisfied, this Bond Purchase Agreement may be terminated by the
Underwriter by notice in writing or by telegram to the Company and the Issuer. If so terminated,
the Company agrees to pay the Issuer's costs and attorneys' fees.
The Underwriter may waive in writing compliance by the Company of any one or more of
the foregoing conditions or extend the time for their performance.
5. Purchase, Sale and Delivery of the Bonds.
On the basis of the representations, warranties and covenants contained herein, but subject
to the terms and conditions herein set forth, the Underwriter agrees to purchase from the Issuer,
and the Issuer agrees to sell to the Underwriter, all, but not less than all, of the Bonds for an
aggregate purchase price of $19,698,705 with respect to the Series 2007A Bonds (par less
Underwriter's discount of $371,295) and $588,900 with respect to the Series 2007B Bonds (par
less Underwriter's discount of $11,100).
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The Issuer will deliver the Bonds in definitive form to or for the account of the
Underwriter against payment of the purchase price therefor by check payable in immediately
available funds to the order of the Trustee or, at the election of the Underwriter, by wire transfer
of immediately available funds to the Trustee, or any combination thereof, at or prior to 1:00
p.m., Central time, on July 26, 2007, or at such other time not later than five business days
thereafter as the Underwriter and the Company shall mutually agree (the "Closing Date"). The
Bonds will be delivered in fully registered form in such denominations and registered to such
persons as the Underwriter shall request prior to the Closing Date. The Bonds maybe in printed,
engraved, typewritten, or photocopied form, and each such form shall constitute "definitive"
form.
6. Indemnification.
The Company will indemnify and hold harmless the Underwriter and the Issuer and each
person, if any, who controls the Underwriter and the Issuer within the meaning of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from and against
any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of
them may become subject under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, or under any other statute or at common law or otherwise, or
pursuant to a breach of contract by the Company or an intentional or reckless untruthful
representation by the Company and, except as hereinafter provided, will reimburse the
Underwriter, the Issuer and each such controlling person, if any, for any legal or other expenses
reasonably incurred by them or any of them in connection with investigating or defending any
actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses,
liabilities or actions arise out of or are based upon any untrue or alleged untrue statement of a
material fact contained in the Official Statement (other than under the headings "THE ISSUER,"
"TAX EXEMPTION AND RELATED CONSIDERATIONS" or "UNDERWRITING" therein) or
arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein not misleading,
except for those that arise from the gross negligence or willful misconduct of the Underwriter or
the Issuer. Promptly after receipt by the Underwriter, the Issuer or any such controlling person of
notice of the commencement of any action in respect of which inderrmlity maybe sought against
the Company under this Section, such person will notify the Company in writing of the
commencement thereof, and, subject to the provisions hereinafter stated, the Company shall
assume the defense of such action (including the employment of counsel, who shall be counsel
satisfactory to the Underwriter, the Issuer or such controlling person, as the case may be, and the
payment of expenses) insofar as such action shall relate to any alleged liability in respect of which
indemnity may be sought against the Company. The Underwriter, the Issuer or any such
controlling person shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the Company, unless: (i) the employment of such counsel has been specifically
authorized by the Company, or (ii) the named parties to any such action (including any impleaded
parties) include both such indemnified party and the Company and in the opinion of counsel to
such indemnified party a conflict of interest exists between the Company and such indemnified
party. In such event, the Company shall not have the right to assume the defense of such action as
to the indemnified party, and the indemnified party shall have the right to select separate counsel to
assume such legal defense and to otherwise participate in the defense of such action and, subject to
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the limitation in the following sentence, the Company shall pay the reasonable fees and expenses
of such counsel. It is understood that in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, the Company shall not be liable for the fees and expenses of more
than one separate firm of attorneys for all such indemnified parties. The Company shall not be
liable to indemnify any person for any settlement of any such action effected without its consent.
This indemnity agreement will be in addition to any liability which the Company may otherwise
have.
The Company also agrees to notify the Underwriter promptly of the assertion against it or
any of its officers, directors, employees or agents of any claim or the commencement of any action
or proceeding arising from any act or omission of the Company, including its independent
contractors, consultants, and legal counsel, or any of its agents, servants, partners or employees in
connection with any Company information. No party shall be liable to indemnify any person for
any settlement of any aforementioned action effected without the consent of the indemnifying
p~Y•
To the same extent as the foregoing indemnity contained in this Section from the Company
to the Underwriter and the Issuer and each person, if any, who controls the Underwriter and the
Issuer, the Underwriter agrees to indemnify and hold harmless the Company and the Issuer and
each person, if any, who controls the Company and the Issuer within the meaning of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, provided
however, that such indemnification relates only to the information in the Official Statement under
the heading "UNDERWRITING." lii case any such claim shall be presented in writing or any
action shall be brought against the Company or the Issuer based on such section of the Official
Statement, in respect of which indemnity may be sought from the Underwriter on account of its
agreement contained in this Section, the Underwriter shall have the rights and duties given to the
Company in the foregoing provisions of this Section and the Company and the Issuer shall have
the rights and duties given by the foregoing provisions of this Section to the Underwriter and the
Issuer.
7. Contribution.
In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in Section 6 is applicable but for any reason is held to be unavailable,
to the extent permitted by law the Underwriter shall contribute to the aggregate losses, claims,
damages, expenses and liabilities referred to in Section 6 to which the Underwriter maybe subject
such that the Underwriter is responsible for that portion represented by the percentage that the
underwriting compensation set forth in Section 5 bears to the aggregate face amount of the Bonds
and the Company is responsible for the balance; provided however, that (i) in no case shall the
Underwriter be responsible for any amount in excess of the underwriting fee and (ii) no person
who has made a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act of 1933, as amended) in regard to which contribution may be sought hereunder shall be
entitled to contribution from any person who has not made such a fraudulent misrepresentation.
After receipt of notice of commencement of any action, suit or proceeding against a party in
respect of which a claim for contribution maybe sought, such party shall promptly notify the other
party hereto, but the omission to do so shall not relieve the party from whom contribution maybe
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sought from any other obligation it or they may have hereunder or otherwise than under this
Section. No party shall be liable for contribution with respect to any action or claim settled
without its consent.
8. Payment of Costs and Ex ep rases.
All costs and expenses incident to the execution and performance of this Bond Purchase
Agreement and to the sale and delivery of the Bonds shall be payable by the Company, including,
but not limited to: (i) the fees and expenses of the Issuer's counsel; (ii) the fees and expenses of the
counsel and accountants to the Company; (iii) the fees and expenses of bond counsel; (iv) all costs
and expenses incurred in connection with the preparation, printing, and distribution of the
Preliminary Official Statement and Official Statement; (v) the fees and expenses of Underwriter's
counsel; (vi) all costs and expenses incurred in connection with the preparation and printing of the
Bonds; (vii) fees in connection with the qualification of the Bonds for sale and determination of the
eligibility for investment under state securities laws; and (viii) out-of-pocket expenses of the
Underwriter.
9. Termination.
The Underwriter may terminate its obligations hereunder by written notice to the Issuer and
the Company, and if, at any time subsequent to the date hereof and on or prior to the Closing Date:
(a) (i) Legislation shall have been enacted by the Congress, or
recommended to the Congress for passage by the President of the United States or
the Department of the Treasury of the United States or the Internal Revenue Service
or any member of the United States Congress, or favorably reported for passage to
either House of the Congress by any Committee of such House to which such
legislation has been referred for consideration, or (ii) a decision shall have been
rendered by a court established under Article III of the Constitution of the United
States, or the United States Tax Cotu-t, or (iii) an order, ruling, regulation or
communication (including a press release) shall have been issued by the
Department of the Treasury of the United States or the Internal Revenue Service, in
each case referred to in clauses (i), (ii) and (iii), with the purpose or effect, and
reasonable likelihood, directly or indirectly, of causing interest on the Series 2007A
Bonds to be includable in gross income for purposes of Federal income taxation.
(b) Legislation shall have been enacted or a decision by a court of the United
States shall be rendered or any action taken by the Securities and Exchange
Commission which, in the opinion of counsel to the Underwriter, has the effect of
requiring the offer or sale of the Bonds to be registered under the Securities Act of
1933, as amended, or the Indenture to be qualified under the Trust Indenture Act of
1939, as amended, or any event shall have occurred that, in the judgment of the
Underwriter, makes untrue or incorrect in any material respect any statement or
information contained in the Preliminary Official Statement or Official Statement
or that, in the judgment of the Underwriter, should be reflected therein in order to
make the statements contained therein not misleading in any material respect.
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(c) (i) In the reasonable judgment of the Underwriter, the market price of
the Bonds is adversely affected because (A) additional material restrictions not in
force as of the date hereof shall have been imposed upon trading in securities
generally by any governmental authority or by any national securities exchange, the
New York Stock Exchange or other national securities exchange, or any
governmental authority, shall impose, as to the Bonds or similar obligations, any
material restrictions not now in force, or increase materially those now in force,
with respect to the extension of credit by, or the charge to the net capital
requirements of, underwriters; (B) a general banking moratorium shall have been
established by Federal, New York or Minnesota authorities; or (C) a war involving
the United States of America shall have been declared, or any other national or
international calamity or crisis shall have occurred, or any conflict involving the
armed forces of the United States of America shall have escalated to such a
magnitude as to materially affect the ability of the Underwriter to market the
Bonds; (ii) any litigation shall be instituted, pending, or threatened to restrain or
enjoin the issuance or sale of the Bonds or in any way contesting or affecting any
authority or security for or the validity of the Bonds, or the existence or powers of
the Issuer; or (iii) legislation shall have been introduced in or enacted by the
Legislature of the State of Minnesota with a purpose or effect that would, in the
reasonable judgment of the Underwriter, adversely affect the security for the Bonds.
(d) There shall have occurred any change that, in the reasonable judgment of
the Underwriter, makes unreasonable or unreliable any of the assumptions on which
(i) yield on the Series 2007A Bonds was determined for purposes of compliance
with the Code, (ii) payment of debt service on the Bonds was determined, or
(iii) the exclusion from gross income for Federal income tax purposes of interest on
the Series 2007A Bonds was determined.
(e) Additional material restrictions, not in force as of the date hereof, shall have
been imposed on trading in securities generally by any governmental authority or
by any national securities exchange.
(f) A default shall occur and be continuing under any of the material terms,
conditions or requirements of this Bond Purchase Agreement.
(g) General political, regulatory, economic and market conditions, in the sole
judgment of the Underwriter, shall not be satisfactory to permit the sale of the
Bonds.
10. Survival of Certain Representations and Warranties.
All agreements, covenants, representations and warranties and all other statements of the
Issuer and its officials and officers and the Company set forth in or made pursuant to this Bond
Purchase Agreement shall remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of the Underwriter or the Issuer, and shall
survive the Closing Date and the delivery of and payment for the Bonds.
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11. Governing Law.
This Bond Purchase Agreement shall be governed by the laws of the State of Minnesota.
12. Counterparts,
This Bond Purchase Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
13. Severability.
If any portion of this Bond Purchase Agreement shall be held invalid or inoperative, then,
so far as is reasonable and possible:
(a) the remainder of this Bond Purchase Agreement shall be considered valid
and operative, and
(b) effect shall be given to the intent manifested by the portion held invalid or
inoperative.
14. Notices.
All notices provided for in this Bond Purchase Agreement shall be made in writing either:
(a) By actual delivery of the notice into the hands of the parties entitled thereto,
or
(b) By the mailing of the notice in the Uiuted States mails to the address stated
below (or at such other address as may have been designated by written notice), of
the party entitled thereto, by certified or registered mail, return receipt requested.
The notice shall be deemed to be received (i) in case of actual delivery on the date
of its actual receipt by the party entitled thereto, and (ii) in case of mailing on the
date of deposit in the United States mail, postage prepaid.
All communications hereunder, except as herein otherwise specifically provided, shall be in
writing and mailed or delivered:
To the Underwriter:
To the Company:
Piper Jaffray & Co.
800 Nicollet Mall, J13N01
Minneapolis, MN 55402
Attn: Public Finance
Crest View Corporation
4444 Reservoir Boulevard NE
Columbia Heights, MN 55421
Attn: Chief Executive Officer
-12-
To the Issuer: City of Columbia Heights
590 40th Avenue NE
Columbia Heights, MN 55421
Attn: City Finance Director
15. Modification of the Bond Purchase Amendment.
This Bond Purchase Agreement may not be modified or amended except by written
agreement executed by all parties hereto.
16. Number and Gender of Words.
Whenever the context so requires, the masculine shall include the feminine and neuter, and
the singular shall include the plural, and conversely.
17. Other Instn~ments.
The parties hereto covenant and agree that they will execute such other and further
instruments and documents as are or may become necessary or convenient to effectuate and carry
out this Bond Purchase Agreement.
18. Captions.
The captions used in this Bond Purchase Agreement are for convenience only and shall not
be construed in interpreting this Bond Purchase Agreement.
19. Parties.
This Bond Purchase Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors, legal representatives, heirs and assigns.
20. Entire Agreement.
This Bond Purchase Agreement contains the entire understanding between the parties
hereto and supersedes any prior understandings or written or oral agreements between them
respecting the subject matter hereof
21. Time.
Time shall be of essence of this Bond Purchase Agreement.
-13-
PIPER JAFFRAY & CO.
By: 4
Its Managing Director
-14-
Confirmed and accepted as of the date first above written.
CITY OF COLUN~BIA HEIGHTiS, MINNESyOTA
Its Mayor
Its City Manager
-IS-
Confirmed and accepted as of the date first above written.
CREST VIEW CORPORATION
B:
`~" Its Chief Exe tive fficer
-I6-
Schedule A
1
Maturity Schedule
$600,000 7.125% Taxable Series 2007B Bonds Due July 1, 2011 -Price 100%
Maturity Date
July 1~
2012
2017
2027
2042
II.
Optional Redemption
Series 2007A Bonds
Principal
Amount Interest Rate Price
$ 445,000 5.000% 100%
1,375,000 5.300 100
4,155,000 5.550 100
14,095,000 5.700 100
The Series 2007A Bonds maturing after July 1, 2014 are subject to optional redemption
prior to maturity upon request of the Company in whole or in part on any day on or after July 1,
2014, in such order of maturities as shall be selected by the Company and by lot within a maturity,
at their principal amount, plus accrued interest to the redemption date, plus a 1 % premium if the
Series 2007A Bonds are redeemed prior to July 1, 2015.
GP:2101354 v2
~'t'0 U.S. I~3ank Plana
Offices i^ 200 South Sixth Street
Nt1tlRGa~Ol1S Minncapo[is, MN 5502
® Saint Paul 1612) 33?-~~300 telephone
,~ (612) 33~-9310 fax
5t. C~OU(l http://~vww:ke~nedp-braven.com
C H A R T E R E D Affirmative Auion, Equail Opportunity Empluycr
TIIE(tESA L. BERG
Paralegal
Direct Dial (61?) 337-929
email tbergliukennedy-~raven.c~m
January 3, 2008
Patty Muscovitz
City Clerk
City of Columbia Heights
590 40th Avenue NE
Columbia Heights, MN 55421-3878
Re: City of Columbia Heights, Mi7ulesota
Mt~iltifamily and Health Care Facilities Revenue Refunding Bonds
(Crestview Co>poration Projects)
Series 2007A and Taxable Series 2007B
Patty:
Enclosed please find an executed original of the Bond Purchase Agreement, dated July 12, 2007
for the above referenced bond issues which closed July 26, 2007. We anticipate that the closing
transcripts will be sent out in the next couple weeps. Let me know if you need anything else in
the meantime.
CL162-38
3 26744v.1
Enclosures