HomeMy WebLinkAbout2017-58Extract 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 12, 2017, commencing at
7:00 P.M.
The following members were present:
Schmitt, Williams, Murzyn, Jr., Buesgens, and Novitsky
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 General Obligation Refunding Bonds, Series 2017A, to
be issued in the original aggregate principal amount of $3,265,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals are attached hereto as EXHIBIT A.
After due consideration of the proposals, Member Schmitt then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
500945v2 N NI CL 162 -53
RESOLUTION NO. 2017-58
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2017A, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $3,265,000;
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. Background.
(a) Pursuant to a Mortgage and Security Agreement and Trust Indenture, dated as of
September 1, 2007 (the "Indenture "), between the Columbia Heights Economic Development
Authority (the "Authority ") and U.S. Bank National Association, as trustee, the Authority issued
its Public Facility Lease Revenue Bonds, Series 2007B (Municipal Liquor Stores Project) (the
"Authority Bonds "), dated September 19, 2007, in the original aggregate principal amount of
$5,040,000. The proceeds of the Authority Bonds were used to provide financing for the
construction of two new municipal liquor stores (the "Improvements ") in the City. The Authority
acquired a leasehold interest in the real property on which the Improvements were constructed
(the "Site ") pursuant to a Ground Lease, dated as of September 1, 2007 (the "Ground Lease "),
between the City, as lessor, and the Authority, as lessee. The Authority Bonds are secured by
lease payments (the "Lease Payments ") from the City to the Authority pursuant to a
Lease - Purchase Agreement, dated as of September 1, 2007 (the "Lease "), between the Authority,
as lessor, and the City, as lessee. The Authority Bonds are callable at the option of the City on or
after February 1, 2017 and are currently outstanding in the principal amount of $3,700,000.
Accordingly, pursuant to Section 8.1 of the Lease, the City has the option to prepay the Lease
Payments and acquire the Site and the Improvements.
(b) On the date hereof, the Board of Commissioners of the Authority adopted a
resolution calling the outstanding Authority Bonds for redemption on August 1, 2017 (the
"Redemption Date ").
(c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to
issue and sell its general obligation bonds to refund obligations and the interest thereon before the
due date of the obligations, if consistent with covenants made with the holders thereof, when
determined by the City Council to be necessary or desirable for the reduction of debt service costs
to the City or for the extension or adjustment of maturities in relation to the resources available
for their payment.
(d) It is necessary and desirable for the reduction of debt service costs to the City
that the City issue its General Obligation Refunding Bonds, Series 2017A (the "Bonds "), in the
original aggregate principal amount of $3,265,000, pursuant to the home rule charter, an
ordinance of the City, and Minnesota Statutes, Chapter 475, as amended (the "Act "), specifically
Section 475.67, subdivision 3, to refund the outstanding principal amount of the Authority Bonds
500945v2 MNI CL 162-53 2
on the Redemption Date, prepay the outstanding Lease Payments, and acquire the Site and the
Improvements.
(e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate
the sale of the Bonds, it being determined that the City has retained an independent municipal
advisor in connection with such sale. The actions of the City staff and the City's municipal
advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of Baird, Milwaukee, Wisconsin,
as syndicate manager (the "Purchaser "), to purchase the Bonds is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $3,334,298.23
(par amount of $3,265,000.00, plus original issue premium of $79,141.60, less underwriter's discount of
$9,843.37), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year Interest Rate
Year Interest Rate
2018
2.000%
2024
2.000%
2019
2.000
2025
3.000
2020
2.000
2026
3.000
2021
2.000
2027
2.100
2022
2.000
2028
2.200
2023
2.000
2029
2.300
True interest cost: 1.9595287%
1.03. Purchase Contract. The amount proposed by the Purchaser in excess of the minimum bid
shall be credited to the Debt Service Fund hereinafter created or deposited in the Redemption Fund
hereinafter created, as determined by the Finance Director of the City in consultation with the City's
municipal advisor. The 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 City Manager 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 Act, in the total principal amount of $3,265,000, originally dated July 6, 2017, 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 I in the years and amounts as follows:
Year
Amount
Year
Amount
2018
$185,000
2024
$280,000
2019
245,000
2025
285,000
2020
255,000
2026
295,000
2021
260,000
2027
300,000
2022
260,000
2028
315,000
2023
270,000
2029
315,000
1.05. Optional Redemption. The City may elect on February 1, 2026, and on any day thereafter to
prepay Bonds due on or after February 1, 2027. 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 8 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
500945v2 MINI CL 162-53
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.
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 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 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 I and August 1 of each year,
commencing February 1, 2018, to the registered owners 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 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
exchange the Registrar will authenticate and
principal amount and maturity as requested
writing.
Bonds are surrendered by the registered owner for
deliver one or more new Bonds of a like aggregate
by the registered owner or the owner's attorney in
(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 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
500945v2 MNI CL162 -53 4
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 any 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 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 Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Re istrar. 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 thirty (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 the City Council, the 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 those 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 a 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
500945v2 MINI CL 162-53
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 EXHIBIT B attached hereto 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. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in EXHIBIT B.
3.02. Approving �Legal Opinion. The City Manager 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 cause the opinion to be printed on or accompany
each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund, The Bonds will be payable from the General Obligation Refunding
Bonds, Series 2017A Debt Service Fund (the "Debt Service Fund ") hereby created, and the proceeds of the
ad valorem taxes (the "Taxes ") hereinafter levied are hereby pledged to the Debt Service Fund. The Debt
Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the City. There is
appropriated to the Debt Service Fund any amount over the minimum purchase price of the Bonds paid by
the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03
hereof.
4.02. Redemption Fund. Proceeds of the Bonds, less the amounts appropriated in Section 4.01
and costs of issuance of the Bonds, and transferred proceeds of the Authority Bonds in the amount of
$399,425.56, shall be deposited with the City in a separate account designated the "Redemption Fund"
and transferred to the Authority on the Redemption Date, for the payment of the outstanding principal
amount of and interest on the Authority Bonds.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be
and are hereby pledged. 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 Finance Director will 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 the Taxes levied herein when collected.
4.04. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds, there
is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread
upon the tax rolls and collected with and as part of other general taxes of the City. The Taxes will be credited
to the Debt Service Fund and will be in the years and amounts as shown in EXHIBIT C attached hereto.
500945v2 MNI CL162 -53
4.05. Certification to Manager of Property Records and Taxation as to Debt Service Fund
Amount. It is hereby determined that the estimated collections of Taxes will produce at least five percent
(5 %) in excess of the amount needed to meet when due the principal and interest payments on the Bonds.
The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the
City makes its annual tax levies the Finance Director may certify to the Manager of Property Records and
Taxation of Anoka County, Minnesota (the "Manager of Property Records and Taxation "), the amount
available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the
Manager of Property Records and Taxation will thereupon reduce the levy collectible during such year by
the amount so certified.
4.06. Certificate of Manager of Property Records and Taxation as to Registration. The City
Manager is authorized and directed to file a certified copy of this resolution with the Manager of Property
Records and Taxation and to obtain the certificate required by Section 475.63 of the Act.
Section 5. Refunding;; Findings; Redemption of Authority Bond.
5.01. Purpose of Refunding. In order to acquire the Site and Improvements, the City has
determined to prepay its Lease Payments due under the Lease in an amount necessary to pay the
outstanding principal of and interest on the Authority Bonds on the Redemption Date. It is hereby found
and determined that based upon information presently available from the City's municipal advisor, the
issuance of the Bonds is consistent with covenants made with the holders of the Authority Bonds and is
necessary and desirable both to acquire the Site and Improvements and for the reduction of debt service
cost to the City.
5.02. Other Documents. The Mayor and City Manager are hereby authorized and directed to
execute such documents which are necessary and appropriate to satisfy the Lease, satisfy the Ground
Lease, and redeem the Authority Bonds. Such satisfaction documents are hereby approved in
substantially the forms on file with the City on the date hereof, with such necessary and appropriate
variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor
and City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and City
Manager shall be conclusive evidence of such determination.
5.03. Redemption. The City hereby ratifies and approves the Authority's call of redemption of the
Authority Bonds.
Section 6. Authentication of Transcript.
6.01. 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.
6.02. Certification as to Official Statement. The Mayor, City Manager, and 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.
500945x2 MNI CL162 -53
6.03. Other Certificates. The Mayor, City Manager, and Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and
the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
6.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota, on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers & Associates, Inc.
Section 7. Tax Covenant.
7.01. Tax - Exempt Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code
of 1986, as amended (the "Code "), and the Treasury Regulations promulgated thereunder, in effect at the time
of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action
within its power that may be necessary to ensure that such interest will not become subject to taxation under
the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made
applicable to the Bonds.
7.02. Rebate. The City will comply with requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code,
including without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings
to the United States.
7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. Qualified Tax - Exempt Obligations. The Bonds are deemed to be "qualified tax - exempt
obligations" within the meaning of Section 265(b)(3) of the Code, because the City determines that:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the Authority Bonds were qualified tax - exempt obligations;
(c) the Bonds are not taken into account in determining the status of the City as a
"qualified small issuer" within the meaning of Section 265(b)(3) of the Code, because the amount
of the Bonds does not exceed the outstanding amount of the Authority Bonds;
(d) the average maturity date of the Bonds is not later than the average maturity date
of the Authority Bonds; and
(e) the Bonds have a maturity date which is not later than the date which is thirty
(30) years after the date the Authority Bonds were issued.
500945v2 MNI CL162 -53
7.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 8. Book - Entry, System, Limited Obligation of City.
8.01. 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.
8.02. 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, 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, of any amount with respect to principal of, premium, if any,
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 holder and absolute
owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying
Agent will pay= all principal of, premium, if any, and interest on the Bonds only to or on the order of the
respective registered owners, as shown in the registration books kept by the 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 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 Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter ") which will govern payment of principal of,
premium, if any, 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 be complied with at all times.
8.04. 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. In such event, if no successor securities depository is appointed, the City will issue and the
500945v2 MNI CL162 -53 9
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.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will
be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in
the Representation Letter.
Section 9. Continuing Disclosure.
9.01. 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
9.02. Cijy 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.
Section 10. 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.
(The remainder of this page is intentionally left blank.)
500945v2 MN1 CL 162-53 10
The motion for the adoption of the foregoing resolution was duly seconded by Member Williams, and
upon vote being taken thereon, the following voted in favor thereof.
Schmitt, Williams, Murzyn, Jr., Buesgens, and Novitsky
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
Adopted: June 12, 2017
ATTEST: f
City Clerk
500945v2 MNI CL 162-53
&OIlon, , &'�Zf
Mayor
I M 00 11
PROPOSALS
500945v2 MNI CL 162-53 A -1
EHLERS
BID TABULATION 1A.ACE Mi IN, UM C I PlAtX1
$3,375,000* General Obligation Refunding Bonds, Series 2017A
City of Columbia Heights, Minnesota
SALE: June 12, 2017
Rating: S,",P Global Rating,, "AA-
AWARD:
BAIRD
BBL 3,53'0
Bank Qualified
NET
TRUE
NIATVRITY
REOFFERING
INTEREST
INTEREST
tiAXIE OF BIDDER
(Februarl 1)
RATE
YIELD PRICE
COST
RATE
BAIRD
53.446.446.66
S431940.2,S
1.95'9`0
I3111 a11lSee. %V;scomili
2UlS
2,01-:04::.
0,900,
Cl, Kiriz,,, --ks,,oHate� V, MBE
2.60v"
Doii,zhertyk Company. LLC
2020
2.000'.
11 001"
Villirnz-s parl" IBG, Limited
2) 02 1
pli-tilership
10:1
2'000'„
1'-V;6%
Fidelity Capital %larkets
-'023
2.000%
1. cocP
IYNj capital
2024
Z'000%
1'7`0'.
Ciei� A�sociate�. Inc.
:025
I.S'O",
Davenport 5-. Co. L.L.C.
k.
160'
DwIcall-Willimll", Inc.
2.I wil',
2. 1 O(P
Ros Sinclaire& A�-ocime,, LLC
2025
-',200'.
L ocip Capital Markets
10,9
'-4001'
2. ZOO'
(- oiltitry Club B,uik-
C)Ppelillerirlel & Co.
Sllil 'e Pat tiler,
R. Seelall" ' corripany'. 111c.
sierri Pacific -S-cltritre'
Isaflk Bond 111-vestinelit'. Itic
Alarrio Caprtalyk-TNIBE
IFS Securitie,
Rafferty Cipitil - Markets
Fit -t Ellipife Securitie,
li'.H, Mell Ar ,�ocrate�
'Ww,-ne Hurniner S, Co.
FMS Borld", Inc.
Cential Stite, Capital `:ark eT>
Wedbu"ll Securitie, h1c,
Midland Seciiririeb
Subsequent to bid optniiii- the issue size wi,, decreased to $3.265.000.
Actimted Price - S3,334.298.23 Ad-jmted Net Interest Cost - $420,701.98 Actju,,,teid TF 1.9595(1,,
500945v2 MNI CL162-53 A-2
NET TRUE
.NIXTURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER 1) KATE YIELD PRICE COST RATE
T A�,,N,EY.\,'('),\TCi(D'.\,IERYSC'OTT
LLC
Philadelphia , pelulyh allia
RA'�-MONDJANIES&
ASSOCL-1TES. I\C'.
Memplfi>. Tenne—ee
STIFELNI( -)I-AL'S
Mempliv, Temie,see
,oI9 3.00Q.
2o2o 4.1)091'�
1021 4A'100" 3
2022 4,000".
2023 4.000',j
2024 4.( 00,0
1025 4000',,
2t)'_6 4,bf)f)",
2o2-
2026 3,0)",
2 o I & 3,01)011e.
2011.) 3. 0001, t�
2020 3J)00',j
2021 3,000",
2022 3.00010
202 3.(,-',Ot)',)
I0,
2 -4 3,00010
202; 31000" o
'026 -Mo"o
2 0) 2 2
2oZ9
2 () I S 3,000",o
2019 3.000'„
2020 3,0006,�
2021 3.000"',
2022
lcll�
2025 �.000",j
2026 3.060', .
101-1 3 "00i ,
202" 3j.mAl",
2CJ29 3.000*)
Bid Tabulation
City,: of Ccilumbin Heights. Minnesota
$3— 15.000* General Obligation Refunding Bonds, Series 201-A
500945v2 MNI CL 162-53 A-3
6,.-), o 5 6
hille 12, 201-
NET TRUE
A,TrRITY REOFFERING INTERFsT INTERE'ST
NAME OF BIDDER (February 1) RATE 171ELD PRICE COST RATE
NORTHLANDE(±RITIES, 1\6
Nlilllle Nlilule�an
101,
2019
20--0 3.0vV5
,o2l
2022 3.10K)00:
20-3
2024 3.000"�
2025 "'000")
2026
I(,,-
2o2l,
2029
Bid Tabulation
Citv 2C § Hei2lm. Minne-ota
2.3—.000 Geneial Oblintion Refuiidin2 Bonds. Seri6201 A
500945v2 MNI CL 162-53 A-4
91 .4S 5 $46 2 1 nS441,,
June 12. 202
N 3
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2017A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ July 6, 2017
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 (calculated on the basis of a 360 day year of twelve 30 day months), payable
February 1 and August 1 in each year, commencing February 1, 2018, 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 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, 2026, and on any day thereafter to prepay Bonds due on or
after February 1, 2027. 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 The 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.
This Bond is one of an issue in the aggregate principal amount of $3,265,000 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 12, 2017 (the "Resolution "), for the purpose
of providing money to acquire certain facilities in the City by prepaying outstanding lease payments
under a Lease- Purchase Agreement, dated as of September 1, 2007, between the Columbia Heights
Economic Development Authority (the "Authority ") and the City, and to refund certain outstanding
lease - revenue obligations of the Authority issued to finance the facilities, pursuant to and in full
conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota,
5009452 MNI CL 162-53 B -I
including Minnesota Statutes, Chapter 475, as amended, specifically Section 475.67, subdivision 3. The
principal hereof and interest hereon are payable from ad valorem taxes, 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 leery° additional ad valorem taxes on all taxable property in the City in the event of any deficiency
in taxes 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.
The City Council has deemed designated the issue of Bonds of which this Bond forms a part as
"qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code
of 1986, as amended (the "Code ") relating to disallowance of interest expense for financial institutions
and within the $10 million limit allowed by the Code for the calendar year of issue.
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 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 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 Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Columbia Heights, Anoka County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: July 6, 2017
(Facsimile)
Mayor
500945N2 MNI CL162 -53 B -2
CITY OF COLUMBIA HEIGHTS,
MINNESOTA
(Facsimile)
City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
Authorized Representative
ABBREVIATIONS
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 in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cult) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
Additional abbreviations may also be used though not in the above list.
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:
500945v2 NfN1 CL162 -53 B -3
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, STEMP, 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.)
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.
Date of Registration Registered Owner
Cede & Co.
Federal ID #13- 2555119
500945v2 MNI CL 162-53 B -4
Signature of
Officer of Re istrar
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2018
$329,988.75
2019
335,343.75
2020
335,238.75
2021
329,778.75
2022
334,818.75
2023
339,648.75
2024
339,018.75
2025
340,541.25
2026
336,498.75
2027
345,633.75
2028
338,357.25
* Year tax levy collected.
5009452 MNI CL 162-53 C-1
STATE OF MINNESOTA )
COUNTY OF ANOKA ) SS.
CITY OF COLUMBIA HEIGHTS )
I, being the duly qualified and acting City Clerk of the City of Columbia Heights, Anoka County,
Minnesota (the "City "), 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 12, 2017 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 the City's General Obligation Refunding Bonds, Series 2017A,
in the original aggregate principal amount of $3,265,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 2 -7 h
day of J U� i Z , 2017.
City Clerk
City of Columbia Heights, Minnesota
(SEAL)
500945v2 MNI CL162 -53