HomeMy WebLinkAboutContract 2108FREERS \
LEADERS IN PUBLIC FINANCE
July 15, 2008
Patti Muscovitz
City Clerk
City Hall
590 - 40th Avenue NE
Columbia Heights, MN 55421
RE: City of Columbia Heights, Minnesota
$975,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2008A
Enclosed for your files is a completed copy of the Resolution Authorizing the Issuance and Awarding the
Sale of Bonds which was adopted by the City Council on June 23, 2008. Also enclosed is a copy of the
principal and interest payment schedule.
We have also forwarded a copy of the resolution to the Anoka County Auditor for bond registration and tax
levy purposes.
Sincerely,
FREERS & ASSOCIATES, INC.
Debbie Holmes
Senior Analyst
Enclosures
I, Equal Opportunity Employer
Charter Member of the National Association
of Independent Public Finance Advisors
2108
3060 Centre Pointe Drive, Roseville, MN 55113-1105 651.697.8500 fax 651.697.8555 www.ehlers-inc.com
PRINCIPAL AND INTEREST PAYMENT SCHEDULE
City of Columbia Heights, Minnesota Dated Date: 7116/2008
$975,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2008A Call Date: 2/1/2018
CUSIP No.
Payment Payment Total Fiscal Base:
Due Date Principal Rate Interest Notations P & I Total 197684
02/01/09 - - 29,788.96 29,788.96 29,788.96
08/01/09 - - 27,497.50 27,497.50
02/01/10 40,000.00 5.000 27,497.50 67,497.50 94,995.00 **
08/01/10 - - 26,497.50 26,497.50
02/01/11 45,000.00 5.000 26,497.50 71,497.50 97,995.00 *"
08/01/11 - - 25,372.50 25,372.50
02/01/12 50,000.00 5.000 25,372.50 75,372.50 100,745.00 **
08/01 /12 - - 24,122.50 24,122.50
02/01/13 50,000.00 5.000 24,122.50 74,122.50 98,245.00 MNO
08/01/13 - - 22,872.50 22,872.50
02/01/14 55,000.00 5.250 22,872.50 77,872.50 100,745.00 **
08/01/14 - - 21,428.75 21,428.75
02/01/15 55,000.00 5.250 21,428.75 76,428.75 97,857.50 MQ3
08/01/15 - - 19,985.00 19,985.00
02/01/16 60,000.00 5.500 19,985.00 79,985.00 99,970.00 *"
08/01/16 - - 18,335.00 18,335.00
02!01/17 65,000.00 5.500 18,335.00 83,335.00 101,670.00 MS9
08/01/17 - - 16,547.50 16,547.50
02/01/18 65,000.00 5.750 16,547.50 81,547.50 98,095.00 *"
08/01/18 - - 14,678.75 14,678.75
02/01/19 70,000.00 5.750 14,678.75 84,678.75 99,357.50 MU4
08/01/19 - - 12,666.25 12,666.25
02/01/20 75,000.00 6.000 12,666.25 87,666.25 100,332.50 **
08/01/20 - - 10,416.25 10,416.25
02/01/21 80,000.00 6.000 10,416.25 90,416.25 100,832.50 MWO
08/01/21 - - 8,016.25 8,016.25
02/01/22 85,000.00 6.050 8,016.25 93,016.25 101,032.50 **
08/01/22 - - 5,445.00 5,445.00
02/01/23 85,000.00 6.050 5,445.00 90,445.00 95,890.00 **
08/01/23 - - 2,873.75 2,873.75
02/01/24 95,000.00 6.050 2,873.75 97,873.75 100,747.50 MZ3
975, 000.00 543, 298.96 1, 518,298.96 1, 518,298.96
* The following funds are available to pay the interest payment due February 1, 2009:
Capitalized Interest: $29,788.96
** Each of the maturites noted above with "**" are Term Bonds and, therefore, Mandatory Call Notices must be published by
the Paying Agent each of those years.
FREERS
6 ASSOCIATES INC
Extract of Minutes of Meeting
of the City Council of the City of
Columbia Heights, Anoka County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Columbia Heights, Minnesota, was duly held in the City Hall in said City on Monday, June 23,
2008, commencing at 7:00 P.M.
The following members were present:
Gary L. Peterson, Tammera Diehm, Bruce Kelzenberg and Bruce Nawrocki;
and the following were absent: Robert Williams
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $975,000 Taxable General Obligation
Housing Improvement Area Bonds, Series 2008A.
The City Manager presented a tabulation of the proposals which had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in Exhibit
A attached.
After due consideration of the proposals, Member Nawrocki then introduced the following
written resolution and moved its adoption, the reading of which had been dispensed with by
unanimous consent:
RESOLUTION N0.2008-139
A RESOLUTION AWARDING THE SALE OF $975,000
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS,
SERIES 2008A; 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 (the "City") as follows:
Section 1. Sale of Bonds.
1.01. Backgr~. The City has previously established the Sullivan Shores Housing
Improvement Area (the "Housing Improvement Area") in order to facilitate certain housing
improvements (the "Housing Improvements") to property known as the Sullivan Shores
Townhouses. The City Council has previously imposed a housing improvement fee (the "Housing
Fees") on housing units located in the Housing Improvement Area ~in order to finance the Housing
Improvements.
1.02. Authorization. Minnesota Statutes, Sections 428A.11 through 428A.21 and Chapter
475, as amended, authorize the City to issue bonds in the amount necessary to defray the costs of
the Housing Improvements, which costs are payable primarily from the Housing Fees and may be
further secured by the pledge of the City's full faith, credit and taxing power.
1.03. Award to the Purchaser and Interest Rates. The proposal of Northland Securities,
Inc. (the "Purchaser") to purchase $975,000 Taxable General Obligation Housing Improvement
Area Bonds, Series 2008A (the "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 $963,378.00, for Bonds bearing interest as follows:
Term Bonds due February 1, 2013 at 5.00%.
Term Bonds due February 1, 2015 at 5.25%.
Term Bonds due February 1, 2017 at 5.50%.
Term Bonds due February 1, 2019 at 5.75%.
Term Bonds due February 1, 2021 at 6.00%.
Term Bonds due February 1, 2024 at 6.05%.
True interest cost: 5.9568%.
1.04. Purchase Contract. The City Finance Director is directed to retain 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 the City Manager are directed to
execute a contract with the Purchaser on behalf of the City.
334579v4 SJB CL162~2 2
1.05. Terms and Principal Amounts of the Bonds. The City shall forthwith issue and sell
the Bonds in the total principal amount of $975,000, originally dated July 16, 2008, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing
interest as above set forth, and which mature on February 1 in the years and amounts as follows:
Term Bonds due February 1, 2013 in the aggregate principal amount of $185,000.
Term Bonds due February 1, 2015 in the aggregate principal amount of $110,000.
Term Bonds due February 1, 2017 in the aggregate principal amount of $125,000.
Term Bonds due February 1, 2019 in the aggregate principal amount of $135,000.
Term Bonds due February 1, 2021 in the aggregate principal amount of $155,000.
Term Bonds due February 1, 2024 in the aggregate principal amount of $265,000.
1.06. Optional Redemption. The City may elect on February 1, 2018, and on any date
thereafter to prepay Bonds due on or after February 1, 2019. Redemption may 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
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 6 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. All
prepayments will be at a price of par plus accrued interest.
1.07. Mandatory Redemption. The Term Bonds are subject to mandatory sinking fund
redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund
installment dates and in the principal amounts as follows:
Sinking Fund Installment Date
Principal Amount
February 1,
2013 Term Bonds
2010
2011
2012
2013 (maturity)
$40,000
45,000
50,000
50,000
2015 Term Bonds
2014
2015 (maturity)
2017 Term Bonds
2016
2017 (maturity)
2019 Term Bonds
2018
2019 (maturity)
55,000
55,000
60,000
65,000
65,000
70,000
334579v4 SJB CL162-42 3
2021 Term Bonds
2020 75,000
2021 (maturity) 80,000
2024 Term Bonds
2022 85,000
2023 85,000
2024 (maturity) 95,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments
will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall 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 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 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 shall 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 1 and August 1 of each year, commencing February 1, 2009, 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 shall maintain, 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) 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 entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. 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 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.
334579v4 SJB CL162-42 4
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity, 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 cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. 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 Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar 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) Taxes, Fees and Char es. 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, Lost, Stolen or Destroyed Bonds. If 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 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 the Bond was destroyed, stolen or lost, and of the ownership
thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount 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
cancelled by 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) to the registered owner of
each Bond to be redeemed at the address shown on the registration books kept by the
334579v4 SJB CL162-42 5
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 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. Appointment of Initial Rein The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Manager 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 company authorized by law to conduct such business, such corporation is 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 must
deliver all cash and Bonds in its possession to the successor Registrar 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 City Finance Director must transmit to the Registrar moneys sufficient for
the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and
the City Manager, provided that all signatures maybe printed, engraved or lithographed facsimiles
of the originals. In case any officer whose signature or a facsimile of whose signature appears 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 will not 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 the 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 is 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 shall 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. Temporary Bonds. 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
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
334579v4 SJB CL162-42 6
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS,
SERIES 2008A
Date of
Interest Rate Maturity Original Issue CUSIP
February 1, 20_ July 16, 2008
Registered Owner: Cede & Co.
The City of Columbia Heights, Minnesota, a duly organized and existing municipal corpora-
tion in Anoka County, Minnesota (the "Cit}~'), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns, the
principal sum of $ 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 1, 2009, 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 National Association,
St. Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and 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, 2018, and on any date thereafter to prepay Bonds due on
or after February 1, 2019. Redemption maybe 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 than all Bonds of a maturity are called
for redemption, the City will notify Depository Trust Company ("DTC") 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. All prepayments will be at a price of par plus accrued
interest.
334579v4 SJB CL162-42 '~
The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed
in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal
amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1,
2013 Term Bonds
2010 $40,000
2011 45,000
2012 50,000
2013 (maturity) 50,000
2015 Term Bonds
2014 55,000
2015 (maturity) 55,000
2017 Term Bonds
2016 60,000
2017 (maturity) 65,000
2019 Term Bonds
2018 65,000
2019 (maturity) 70,000
2021 Term Bonds
2020 75,000
2021 (maturity) 80,000
2024 Term Bonds
2022 85,000
2023 85,000
2024 (maturity) 95,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments
will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $975,000, all of like
original issue date and tenor, except as to number, maturity date, and interest rate, all issued
pursuant to a resolution adopted by the City Council on June 23, 2008 (the "Resolution"), for the
purpose of providing money to aid in financing various housing improvements within a housing
improvement area in the City, pursuant to and in full confornuty with the home rule charter of the
City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Sections 428A.11 to 428A.21, and Chapter 475, as amended, and the principal hereof and interest
hereon are payable primarily from certain housing improvement fees levied or to be levied on
property within the housing improvement area in which the housing improvements are located, as
334579v4 SJB CL162~2 g
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 valorem taxes on all taxable property in
the City in the event of any deficiency in 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.
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 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 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 shall 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 Wf1dJREOF, the City of Columbia Heights, Anoka County, Minnesota., by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and the City Manager and has caused this Bond to be dated as of the date
set forth below.
Dated: CITY OF COLUMBIA HEIGHTS,
MINNESOTA
City Manager
Mayor
334579v4 SJB CL162-42 9
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 Re ig smear
Cede & Co.
Federal ID #13-2555119
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
By
U.S. BANK NATIONAL ASSOCIATION
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants Ul
in common
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
~]IF' GIFT MIN ACT Custodian
(Gust)
under Uniform Gifts or
Transfers to Minors
Act............
(State)
(Minor)
Additional abbreviations may also be used though not in the above list.
334579v4 sJB CL162-42 1 O
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 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 this Bond is held
by joint account.)
Please insert social security or other
identifying number of assignee
334579v4 SJB CL162-42 11
3.02. Approving Le ag 1 Opinion. The City Clerk shall obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which shall be
complete except as to dating thereof and shall cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Funds and Accounts. For the convenience and proper administration of the moneys
to be borrowed and repaid on the Bonds, and to make adequate and specific security to the
purchasers and holders of the Bonds from time to time, there is hereby created a separate special
fund of the City to be known as the Sullivan Shores Housing Improvement Area Fund (the
"Housing Fund"), which fund will be continued and maintained as a permanent fund of the City
until all the Bonds are paid. Within the Housing Fund there will be established and maintained
separate accounts as follows:
(a) The Project Fund, into which fund will be deposited proceeds of the Bonds in
the amount of $858,909.12. Upon issuance of the Bonds, the City shall also deposit into the
Project Fund prepaid Housing Fees in the amount of $1,774,685.00, which Housing Fees
were levied on property within the Housing Improvement Area and were prepaid pursuant
to the resolution levying the Housing Fees. Of the total amount deposited in the Project
Fund, $75,000.00 will be disbursed to the City to pay the administrative costs of the
Housing Improvement Area. The balance of funds in the Project Fund shall be disbursed to
pay the costs of the Housing Improvements in accordance with the terms of the
Development Agreement, between the City and Sullivan Shores Townhouses Association,
Inc. (the "Association"), dated as of May 12, 2008 (the "Development Agreement"), and the
Disbursing Agreement between the City, the Association and Commercial Partners Title,
LLC, dated as of March 12, 2008. Interest earnings from moneys in the Project Fund shall
be credited to the Project Fund.
(b) The Costs of Issuance Fund, into which fund will be deposited proceeds of the
Bonds in the amount of $24,679.92, which amount will be used solely for the purpose of
paying costs of issuance of the Bonds. The City authorizes the Purchaser to forward
amounts in the Costs of Issuance Fund allocable to the payment of issuance expenses (other
than amounts payable to Kennedy & Graven, Chartered as Bond Counsel) to U.S. Trust
Company, Minneapolis, Minnesota on the closing date for further distribution as directed by
the City's fmancial adviser, Ehlers and Associates, Inc. Any other administrative costs shall
be disbursed upon presentation to the City of proper invoices for such costs. Any balance
remaining in the Costs of Issuance Fund after all disbursements for administrative and
issuance expenses shall be transferred to the Project Fund. Interest earnings from moneys in
the Costs of Issuance Fund shall be credited to the Surplus Fund hereafter created.
(c) The Debt Service Fund, into which fund will be deposited from Bond proceeds
29,788.96, which represents capitalized interest through February 1, 2009, together with
Housing Fees in the amount necessary to pay when due the principal and interest on the
Bonds. Interest earnings from moneys in the Debt Service Fund shall be credited to the
Debt Service Fund.
334579v4 SJB CL] 62-42 12
(d) The Special Reserve Fund, into which fund will be deposited proceeds of the
Bonds in the amount of $50,000. Amounts in the Special Reserve Fund shall be applied and
disbursed in accordance with the Development Agreement. Interest earnings from moneys
in the Special Reserve Fund shall be credited to the Surplus Fund hereafter created.
(e) The Surplus Fund, into which fund will be deposited all Housing Fees in excess
of the amounts required to be deposited into the Debt Service Fund and the Project Fund
under this Section. Amounts in the Surplus Fund shall be applied and disbursed in
accordance with the Development Agreement. Interest earnings from moneys in the Surplus
Fund shall be credited to the Surplus Fund.
4.02. Deposit of Funds. Money in the funds and accounts created by this Resolution will be
kept separate from other municipal funds and deposited only in a bank or banks which are members
of the Federal Deposit Insurance Corporation ("FDIC"). Deposits which cause the aggregate
deposits of the City in any one bank to be in excess of the amount insured by FDIC must be
continuously secured in the manner provided by law for the investment of municipal funds. In the
event excess moneys are held in any of the funds created pursuant to Section 4.01 of this
Resolution, such excess moneys shall be applied and disbursed in accordance with the Development
Agreement.
4.03. Covenants Reg_ardin Hg_ ousing Improvements. The City hereby covenants with the
holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Housing Fees for the Housing
Improvements in the Housing Improvement Area to be promptly levied against housing
units in such Area so that the first installment will be collectible not later than 2009 and will
take all steps necessary to assure prompt collection. The City Council will cause to betaken
with due diligence all further actions that are required under the Development Agreement
for the construction of the Housing Improvements financed wholly or partly from the
proceeds of the Bonds, and will take all further actions necessary for the final and valid levy
of the Housing Fees and the appropriation of any other funds needed to pay the Bonds and
interest thereon when due.
(b) In the event of any current or anticipated deficiency in Housing Fees (after
taking into account any revenues collected or anticipated to be collected under the
Development Agreement), the City Council will levy ad valorem taxes in the amount of the
current or anticipated deficiency.
(c) The City will keep complete and accurate books and records showing
receipts and disbursements in connection with the Housing Improvements, Housing Fees
levied therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, and monies on hand.
4.04. No Tax Lew Required. It is hereby determined that the estimated collections of
Housing Fees for the payment of principal and interest on the Bonds will produce at least five
334579v4 SJB CL162-42 13
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.
4.05. County Auditor's Certificate as to Registration. The City Clerk is authorized and
directed to file a certified copy of this Resolution with the Director of Property Records and
Taxation 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 authorized and directed to
prepare and fiu~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 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 instruments, including any
heretofore furnished, shall be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager and the City
Finance Director 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.
Section 6. Book-Entr~System; Limited Obligation of City.
6.01. DTC. 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 1.05 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.
6.02. 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 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 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, or any amount with respect to principal of or
interest on the Bonds. The City, the 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 Registrar as the
334579v4 SJB CL162-42 14
holder and absolute owner of such Bond for the purpose of payment of principal 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 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
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 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 Registrar, will receive a certificated Bond evidencing the obligation of this
Resolution. Upon delivery by DTC to the City Manager 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 upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Registrar and the Paying Agent.
6.03. 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 and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent
or 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
Registrar and Paying Agent, respectively, to at all times be complied with.
6.04. Transfers Outside Book-Entry s}~tem. 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.
6.05. Payments 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 principal of 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.
Section 7. Continuing Disclosure.
7.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry 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, and 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 comply with its obligations under this section.
334579v4 SJB CL162-42 15
7.02. 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 may be
amended from time to time in accordance with the terms thereof.
Section 8. Defeasance. When all Bonds have been discharged as provided in this
Section, all pledges, covenants and other rights granted by this Resolution to holders of the
Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and
full payment 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 payment thereof in full with interest accrued to the date of such deposit.
The foregoing resolution was introduced by Councilmember Nawrocki and seconded by
Councilmember Diehm. The following voted in favor of the resolution:
Peterson, Diehm, Kelzenbert and Nawrocki;
The following voted against:
None;
The following were absent:
Williams.
Adopted: June 23, 2008.
ATTEST:
Walter Fehst
City Manager
Gary L. Peterson
Mayor
334579v4 SJB CL162-42 16
STATE OF MINNESOTA )
COUNTY OF ANOKA ) SS.
CITY OF COLUMBIA HEIGHTS )
I, the undersigned, being the duly qualified and acting City Clerk 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
June 23, 2008, with the original minutes on file in my office and the extract is a full, true and correct
copy of the minutes insofar as they relate to the issuance and sale of $ 9 75 , 000 Taxable
General Obligation Housing Improvement Area Bonds, Series 2008A of the City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
~~~clay of ~~_ , 2008.
• f
City Clerk
Columbia Heights, Minnesota
(SEAL)
334579v3 SJB CL162-42
BID TABULATION
$980,000'` Taxable General Obligation Housing Improvement Area Bonds, Series 2008A
CITY OF COLUMBIA HEIGHTS, MINNESOTA
SALE: June 23, 2008
AWARD: NORTHLAND SECURITIES, INC.
RATING: Moody's Investors Service, Inc. "A1" BBI: 4.76%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC. 2010"* 5.000% 5.000%
Minneapolis, Minnesota 2011 ** 5.000% 5.000%
2012*` 5.000% 5.000%
2013** 5.000% 5.000%
2014*** 5.250% 5.250%
2015*** 5.250% 5.250%
2016**** 5.500% 5.500%
2017**** 5.500% 5.500%
2018*"`*** 5.750% 5.750%
2019***** 5.750% 5.750%
2020**''"* 6.000% 6.000%
2021 ****** 6.000% 6.000%
2022"****** 6.050% 6.050%
2023******* 6.050% 6.050%
2024******` 6.050% 6.050%
$968,318.40 $555,365.98 5.9566%
*Subsequent to bid opening the issue size was decreased to $975,000 with the 2010 maturity decreased $5,000 to $40,000 in
maturity value.
Adjusted Price - $963,378.00
Adjusted Net Interest Cost - $554,920.96
Adjusted TIC - 5.9568%
**$190,000 Term Bond due 2013 with mandatory redemption in 2010-2012
***$110,000 Term Bond due 2015 with mandatory redemption in 2014
****$125,000 Term Bond due 2017 with mandatory redemption in 2016
"**`*$135,000 Term Bond due 2019 with mandatory redemption in 2018
"'*`**$155,000 Term Bond due 2021 with mandatory redemption in 2020
'****~*$265,000 Term Bond due 2024 with mandatory redemption in 2022-2023
E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113
651.697.8500 fax 651.697.8555 www.ehlers-inc.com
& ASSOCIATES I N C Offices in Roseville, MN Brookfield, WI and Lisle, IL
$980,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2008A
City of Columbia Heights, Minnesota
Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
GRIFFIN, KUBIK, STEPHENS & THOMPSON,
INC.
Chicago, Illinois
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
5.200%
5.200%
5.200%
5.400%
5.400%
5.600%
5.600%
5.750%
5.750%
6.000%
6.000%
6.000%
6.250%
6.250%
6.250%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
7.500%
$965,300.00 $573,143.23 6.1620%
$965,300.00 $716,012.50 7.7364%