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HomeMy WebLinkAboutResolution No. 2009-75RESOLUTION N0.2009-75 A RESOLUTION AWARDING THE SALE OF $580,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 20098; FIX1fIVG 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. Background. It is hereby determined that: (a) the City and the Columbia Heights Economic Development Authority (the "Authority") have duly established the Kmart/Central Avenue Tax Increment Financing District (the "TIF District") within the Downtown CBD Redevelopment Project (the "Project") pursuant to Minnesota Statutes, Sections 469.174 through 469.1799, as amended (the "TIF Act") and Sections 469.001 through 469.047, as amended, which TIF District was certified by the Anoka County Auditor on July 23, 2004; (b) the City is authorized by Section 469.178 of the TIF Act and Minnesota Statutes, Chapter 475, as amended (the "Bond Act"), to issue and sell its general obligation bonds to pay all or a portion of the public redevelopment costs of the Project, as identified in the tax increment financing plan (the "TIF Plan") for the TIF District; (c) the following costs of the Project to be financed by the Bonds (herein defined) are authorized by the TIF Plan: Activity Project Construction Fund Underwriter's Discount Costs of Issuance Capitalized Interest Rounding Amount Cost $500,000.00 8,120.00 15,450.00 54,13 5.42 2,294.5 8 352698v3 AJP CL162-44 2 Total $580,000.00 (d) it is necessary and expedient to the sound financial management of the affairs of the City to issue $580,000 Taxable General Obligation Tax Increment Bonds, Series 2009B (the "Bonds") to provide financing for the above-identified costs of the Project; (e) the Mayor and the City Manager are authorized and directed to execute a Tax Increment Pledge Agreement between the City and the Authority (the "Pledge Agreement"), in substantially the form on file in City Hall, pursuant to which the Authority pledges certain Available Tax Increment (as defined in the Pledge Agreement) from the TIF District to pay principal of and interest on the Bonds; and (f) the Authority has requested the City to issue and sell its general obligation bonds to finance a portion of the above-identified costs of the Project. 1.02. Award to Purchaser and Interest Rates. The proposal of Northland Securities, Inc. (the "Purchaser") to purchase the Bonds as described in the Terms of Proposal thereof is found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $571,880.00 for Bonds bearing interest as follows: Term Bonds due February 1, 2014 at 3.400%. Term Bonds due February 1, 2016 at 4.150%. Term Bonds due February 1, 2018 at 4.650%. Term Bonds due February 1, 2021 at 5.100%. Net interest cost: 4.8550129%. 1.03. Purchase Contract. The sum of $580 being the amount proposed by the Purchaser in excess of $571,300 shall be credited to the Project Fund hereinafter created. 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. The Mayor and the City Finance Director are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the TIF Act and the Bond Act in the total principal amount of $580,000, originally dated July 1, 2009, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: 352698v3 AJP CL162-44 3 Term Bonds due February 1, 2014 in the aggregate principal amount of $110,000. Term Bonds due February 1, 2016 in the aggregate principal amount of $120,000. Term Bonds due February 1, 2018 in the aggregate principal amount of $130,000. Term Bonds due February 1, 2021 in the aggregate principal amount of $220,000. 1.05. Combined Maturities. The maturity schedule of the Bonds shall be combined with the maturity schedule of the City's $3,935,000 General Obligation Public Facilities Bonds, Series 2009A, which combined maturities conform to Section 475.54, Subdivision 1 of the Bond Act. 1.06. Optional Redemption. The City may elect on February 1, 2019, and on any date thereafter to prepay Bonds due on or after February 1, 2020. 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 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 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 February 1, 2014 Term Bonds 2013 2014 (maturity) Principal Amount $55,000 55,000 2016 Term Bonds 2015 2016 (maturity) 2018 Term Bonds 2017 2018 (maturity) 2021 Term Bonds 2019 2020 2021 (maturity) 60,000 60,000 65,000 65,000 70,000 75,000 75,000 352698v3 AJP CL162-44 q, 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 will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Pavment 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 the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2010, 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. 2.03. 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 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 that interest payment date. (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. 352698v3 AJP CL162-44 5 (d) Cancellation. Bonds surrendered upon 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 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. (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 the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds 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 an appropriate bond or indemnity in form, substance and amount satisfactory to the Registrar, 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 Registrar and by publishing the notice if required by law, Failure to 352698v3 AJP CL 162-44 6 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. 2.04. Appointment of Initial Re isg_ trar. The City appoints U.S. Bank National Association, Saint 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, the resulting 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 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 ceases to be such officer before the delivery of any Bond, that 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 a 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 will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. 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 hereof 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. 352698v3 AJP CL162-44 7 Section 3. Form of Bond. 3.01. The Bonds will be printed or typewritten in substantially the following form: No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF ANOKA CITY OF COLUMBIA HEIGHTS TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2009B Date of Rate Maturity Original Issue CUSIP February 1, 20_ July 1, 2009 Registered Owner: Cede & Co. The City of Columbia Heights, Minnesota, a duly organized and existing municipal corporation 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 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, 2010, 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, Saint Paul, Minnesota, as 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, 2019, and on any date thereafter to prepay Bonds due on or after February 1, 2020. 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 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. Prepayments will be at a price of par plus accrued interest. 352698v3 AJP CL162-44 g 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, 2014 Term Bonds 2013 $55,000 2014 (maturity) 55,000 2016 Term Bonds 2015 60,000 2016 (maturity) 60,000 2018 Term Bonds 2017 65,000 2018 (maturity) 65,000 2021 Term Bonds 2019 70,000 2020 75,000 2021 (maturity) 75,000 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 $580,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on June 8, 2009 (the "Resolution"), for the purpose of providing money to aid in financing certain public redevelopment costs within the Downtown Central Business District Redevelopment Project in the City, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1799, Sections 469.001 through 469.047, and Chapter 475, as amended, and the principal hereof and interest hereon are payable primarily from tax increments resulting from increases in taxable valuation of real property in the K-Mart/Central Avenue Tax Increment Financing District within the Project, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increments pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this 352698v3 AJP CL162-44 (~ 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 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 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 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 Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota 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 Registrar by manual signature of one of its authorized representatives. 352698v3 AJP CL162-44 1 ~ IN WITNESS WHEREOF, 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 (Facsimile) Lacsimile) City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in common (Gust) (Minor) TEN ENT -- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . e . . . . o not as tenants in common (State) Additional abbreviations may also be used though not in the above list. 352698v3 AJP CL 162-44 11 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: NOTICE: 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 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.) 352698v3 AJP CL162-44 12 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 Re istrar Cede & Co. Federal ID #13-2555119 3.02. Approving Le ag 1 Opinion. The City Finance Director is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Funds and Accounts. (a) Debt Service Fund. The Bonds are payable from the Taxable General Obligation Tax Increment Bonds, Series 2009B Debt Service Fund (the "Debt Service Fund") hereby created, and all Available Tax Increment (as defined in the Pledge Agreement) received by the City from the Authority pursuant to the Pledge Agreement is 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 Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of Available Tax Increment when received. There is additionally appropriated to the Debt Service Fund proceeds of the Bonds in the amount of $54,135.42, representing capitalized interest through August 1, 2012; and any rounding amount, to the extent directed for deposit therein by the City's financial advisor. (b) Project Fund. The proceeds of the Bonds, less the appropriations made in paragraph (a), together with any other funds appropriated for the Project, will be deposited in a separate Project Fund to be used solely to defray costs of the Project described in Section 1.01 hereof. When the identified activities are completed and the costs thereof paid, the Project Fund is to be closed and any balance therein shall be deposited in the Debt Service Fund. 352698v3 AJP CL162-44 1 3 4.02. No Tax Levy. It is determined that the estimated collection of Available Tax Increment for payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.03. County Auditor Certificate as to Registration. The City Finance Director is directed to file a certified copy of this Resolution with the County Auditor of Anoka County and 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 furnish 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, will 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. 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 Bank of America, N.A., on the closing date for further distribution as directed by the City's financial adviser, Ehlers & Associates, Inc. Section 6. Book-Entry 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 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the 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 Registrar in the name of Cede & Co., as nominee of DTC. 352698v3 AJP C W 62-44 14 6.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City and the Registrar 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, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City and the Registrar may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Registrar 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 Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Finance Director 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 Finance Director will promptly deliver a copy of the same to the Registrar. 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, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any 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 to be complied with at all times. 6.04. Transfers Outside Book-Entry System. 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 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. 352698v3 AJP CL162-44 15 In such event, if no successor securities depository is appointed, the City will issue and the 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 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 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 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, 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 comply with its obligations under this section. 7.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and the 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 and all interest 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 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. 352698v3 AJP C1.162-44 1E The foregoing Resolution was introduced by Member Diehm and seconded by Member Williams. The following voted in favor of the Resolution: Peterson, Williams, Diehm, Kelzenberg The following voted against: Nawrocki The following were absent: none Adopted: June 8, 2009. ATTEST: ~_ ~~ Rn~° •~ City Clerk 352698v3 AJP CL162-44 ]'] STATE OF MINNESOTA ) COUNTY OF ANOKA ) SS. CITY OF COLUMBIA HEIGHTS) I, the undersigned, being the duly qualified and acting Manager 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 Monday, June 8, 2009 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 $580,000 Taxable General Obligation Tax Increment Bonds, Series 2009B of the City. WITNESS My hand officially as such City Manager and the corporate seal of the City this 8t" day of June 2009. _~- City Manager City of Columbia Heights, Minnesota (SEAL) 352698v3 AJP CL 162-44 STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE AS TO COUNTY OF ANOKA REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned County Auditor of Anoka County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Columbia Heights, Minnesota, on June 8, 2009, relating to Taxable General Obligation Tax Increment Bonds, Series 20098, in the amount of $580,000, dated July 1, 2009, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this day of , 2009. County Auditor Anoka County, Minnesota (SEAL) Deputy 352698v3 AJP CL162-44 EXI~BIT A PROPOSALS 352698v3 AJP CL162-44 BID TABULATION ~58d,ddd Taxable General Obligation Tax Increment Bonds, Series 2dd96 CITY OF COLUMBIA HEIGHTS, MINNESOTA SALE: June 8, 2009 AWARD: NORTRI_AND SECURITIES, INC. RATING: Standard & Poor's Credit Potarkets "AA" BBI: 4.71 °Ao NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PR[CE INTEREST INTEREST (February i) YIEt_D COST RATE NORTHLAND SECURITIES. ING. Minneapolis, C`Ainnesota CRGNIN & CGh1PANY. INC. hlinneapol~s, P:isnnesota 2013` 2014` 2015`" 2016" 2017"' 20 is"- 20"19•,,• 2020"" ` 2021""' 2013 2014 2015 2016 2017 2018 201y 2020 2021 3.400°.•n 3.400° 4.'150°.a 4.'150°~0 4.F50°,'0 4.550a:o 5.looao 8.100°r`o 5.100°.0 4A00°'o 4.0004ro 4.7~~0°10 4.750?0 5. oa~r° 3.10©°~° 5.100°,0 5.5oa~~° 5.500°fo 3.400°'° 5371.880.00 522'1.550.42 4.8x82°lo 3.400°.0 4. "150% 4.150°.w 4.650°.%0 4.650°~0 5.100°l0 5.100°.a 5.100°.'0 `$"110,000 Term band dtre 2014 with mandatory redemption in 2013 "$120;000 Temp Bond due 2016 with mandatary redemption in 2015 "`$130,000 Term Bond due 2018 with mandatory redemption in 2017 `"`'"S220,000 Term Band due 2021 vrith mandatory redemption ia~ 2019-2020 5573,240.00 5238,644.17 5.2421 °./o 352698v3 AJPCL162-44 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 8, 2009, commencing at 7:00 P.M. The following members were present: Mayor Gary L. Peterson, Councilmember Robert Williams, Councilmember Bruce Nawrocki, Councilmember Tammera Diehm, Councilmember Bruce Kelzenberg. and the following were absent: none 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 $580,000 Taxable General Obligation Tax Increment Bonds, Series 2009B. The City Finance Director presented a tabulation of the proposals that had been received in the manner specified in the Official Terms of Proposal for the Bonds. The proposals are as set forth in Exhibit A attached. After due consideration of the proposals, Member Diehm then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 352698v3 AJP CL162-44 06°30-09 12:30pm From°PROP REC & TAX STATE OF MINNESOTA COUNTY OF ANOKA 7633235421 T-970 P.04/04 F-716 COUNTY AUDITOR'S CERTIFICATE T, the undersigned County Auditor of Anoka County, Minnesota, hereby certify that a Tax Increment Pledge Agreement by and between the City of Columbia Heights, Minnesota and the Columbia Heights Economic Development Authority dated June S, 2009 and relating to $580,000 Taxable General Obligation Tax Increment Bonds, Series 20098, dated July 1, 2009, has been filed in my office. WITNESS my hand and official seal this®day of _~D ~ , 2009. (SEAL) iti~, CXi r1 ~'' ,^~` q i~•• County Auditor Anoka County, Minnesota Deputy