HomeMy WebLinkAbout2016-2756.10FIRST AMENDMENT TO PAYING AGENT AGREEMENT
between
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY,
as Issuer,
MM
7fTj—, TKI -SI -S-EK71UEYU - "I.., 'T-1scwmr
as Paying Agent
Dated as of July 1, 2016
Relating to:
2,435,000
Columbia Heights Economic Development Authority
Tax Increment Revenue Refunding Bonds
Huset Park Area Redevelopment Project)
Series 2016
This document drafted by:
Kennedy & Graven, Chartered (MNI)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402-1458
480625v6 NMI CL205-63
THIS FIRST AMENDMENT ]""C) PAYING AGENT AGREEMENT is dated as of July 1, 2016
the "First Amendment to Agreement"'), between, the COLLTMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY, a municipal corporation organized and existing under its the laws of
the State of Minnesota (the "Issuer"), and BOND TRUST SERVICES CORPORATION, a Minnesota
limited purpose trust company, duly established, existing and authorized to accept and execute trusts of
the character herein set out, with its principal office in the City of Roseville, Minnesota (the "Paying
Agent"), amends tile Paying Agent Agreement, dated as of August 1, 2007 (the "Original Agreement,"'
and together with the First Amendment to Agreement, the "Agreement"), between the Issuer and the
Paying Agent:
RECITALS
The Issuer and the City of Columbia Heights (the "City") previously established the Huset Park
Area Tax Increment Financing District (the "TIF District") pursuant to authority granted by Minnesota
Statutes, Sections 469,174 through 469.1794, as amended (the "Tax Increment Act"), within the
Downtown CBD Redevelopment Project (the "Redevelopment Project"), and adopted a tax increment
financing plan for the purpose of Financing certain improvements within the TIF District. In order to
provide for the redevelopment of the Redevelopment Project and the TIF District, the Authority entered
into an Amended and Restated Contract for Private Redevelopment, dated as of August 1., 2007, between
the Authority, the City, and BNC National Bank, as successor in interest to Huset Park Development
Corporation ("BNC"), dated as of August 1, 2007, as amended, and as amended and restated by the
Second Amended and Restated Contract for Private Redevelopment, dated October 30, 2015 (the
Contract") between the Issuer, the City, and Columbia Heights Leased Housing Associates 1, LLLP, a
Minnesota limited liability limited partnership (the "Redeveloper").
Pursuant to Section 469,178 of the Tax Increment Act, the Issuer is authorized to issue and sell its
bonds or notes for the purpose of financing or refinancing public redevelopment costs in a project (which
includes the Redevelopment Project established and administered under Minnesota Statues,
Sections 469.001 through 4691.047, as amended) and to pledge tax increment revenues derived from a tax
increment financing district established within the Redevelopment Project to the payment of the principal
of and interest on such obligations.
On August 3, 2007, the Authority issued its Tax Increment Revenue Bonds (Huset Park Area
Redevelopment Project), Series 2.007 (the "Prior Bonds"), in the original aggregate principal amount of
2,890,000, pursuant to the TIF Act, Minnesota Statutes, Sections 469.001 through 469,047, as amended,
and Minnesota Statutes, Sections 469.090 through 469. 1082, as amended (collectively, the "Act"). The
Authority applied the proceeds of the Prior Bonds to finance certain public redevelopment costs of the
Redevelopment Project (the "Project Costs"). The Prior Bonds are currently outstanding in the principal
amount of $2,475,000 and are subject to redemption at the option of the Authority on or after
August 15, 2015, at a price of par plus accrued interest.
Pursuant to the Act, the terms of Resolution No. 2016-14, adopted by the Board of
Commissioners, of the Issuer on June 13, 2016, and the terms and conditions of this First Amendment to
Agreement, the Issuer will issue its Tax Increment Revenue Refunding Bonds (Huset Park Area
Redevelopment Project), Series 2016 (the "Bonds"), in the original aggregate principal amount of
2,435,000, and will apply the proceeds derived from the sale of the Bonds to (i) refinance the Project
Costs through the redemption and prepayment of the outstanding Prior Bonds; (ii) pay costs, of issuance
and related costs with respect to the Bonds; and (iii) fund a reserve fund.
480625v6 MNI CL205-63
The execution and delivery of this First Amendment to Agreement and the issuance of the Bonds
by the Issuer have been in all respects duly and validly authorized by the Issuer.
U 31AI WX41113
AMENDMENT'S TO ORIGINAL AGREEMENT
Section 1-1. Definitions.
a) The following definitions in Section 1 -1 of the Original Agreement are amended to read
as follows:
Authorized Denominations" means $5,000, and integral multiples of $5,000 in excess thereof.
Available Tax Increment" means the Tax Increment derived from all of the property included in
the TIF District during the six - month period preceding each Payment Date after deducting $16,,500 and
the fees of the Paying Agent described in Section 7-2 hereof.
Bond Purchase Agreement" means the Bond Purchase Agreement, dated June 30, 2016, between
the Issuer and the Purchaser providing, for the purchase of the Bonds, and any amendments to
supplements thereto.
Bond" or "Bonds" means the Tax Increment Revenue Refunding Bonds (Huset Park Area
Redevelopment Project), Series 2016„ issued by the Issuer pursuant to the First Amendment to
Agreement.
Bond Year" means initially the period from the date of Bond Closing to and including
February 15, 2017, and thereafter each twelve-month period beginning on each February 16 and ending
on February 15 of the following year.
Contract" means the Second Amended and Restated Contract for Private Redevelopment, dated
October 30, 2015, between the Issuer, the City, and the Redeveloper, and as the same may be amended
from time to time.
Excess Available Tax Increment" means, as of each Payment Date, the Available Tax Increment
that is in excess of the amount needed to pay debt service due on the Bonds on such Payment Date, after
taking into account any amounts, then on deposit in the Bond Fund.
Payment Date" means each February 15 and August 15, commencing on February 15, 2017.
Purchaser" means Dougherty & Company LLC.
Redeveloper" means Columbia Heights, Leased Housing Associates 1, LUP, a Minnesota
limited liability limited partnership, its successors and assigns.
Tax Increment" means that portion of the real property taxes which is paid with respect to the all
of the property included in the TIF District and which is remitted to the Authority as tax increment
pursuant to the Tax Increment Act, The term Tax Increment does not include any amounts retained by or
480625v6 MNI CL205-63
payable to the State auditor under Section 469.177, subd. I I of the Tax Increment Act, or any amounts
described in Section 469,174, subd. 25, clauses (2) through (4) of the Tax Increment Act.
b) The following definitions are added to Section 1 -I of the Original Agreement:
Agreement" means the Original Agreement, as amended by the First Amendment to Agreement,
and as may be further amended or supplemented.,
First Amendment to Agreement" means the First Amendment to Paying Agent Agreement,
dated as of July 1, 2016, between the Issuer and the Paying Agent, and as may be amended or
supplemented.
Original Agreement" means the Paying Agent Agreement, dated as of August 1, 2007, between
the Issuer and the Paying Agent.
Prior Bonds" means the Tax Increment Revenue Bonds (Huset Park Redevelopment Project),
Series 2007, 1 issued by the Authority on August 3, 2007, in the original aggregate principal amount of
52,890,000,
Redemption Fund" means the Fund by that name created and established by Article Five of this
Agreement.
Section 1-2. Exhibits. Exhibit A of the Original Agreement is hereby deleted in its entirety
and replaced with the attached EXHIBIT A.
Section 1 -3, Amendments to, Article Two of the Original Agreement. Section 2-3 of the
Original Agreement is hereby deleted and replaced with the following:
Section 2-3, Principa]_ Amount . Designation, Interest Rates, Maturities.
a) The Bonds shall be issued under and secured by this Agreement and designated
the "Tax Increment Revenue Refunding Bonds (Fluset Park Area Redevelopment Project),
Series 2016." The Bonds shall be issued in the aggregate principal amount of $2,435,000 and
dated as of the date of original' issue.
b) The Bonds shall be issued in fully registered form, numbered separately
consecutively upward, and the Bonds shall bear interest from their date of issue, payable each
Payment Date. If a default has occurred in the payment of any interest, the Paying Agent shall
establish a special Record Date for such payment as hereinafter provided. Interest on the, Bonds
shall be computed on the basis of a 360-day year with twelve (12) months ofthirty (30) days.
c) The Bonds shall mature on the dates listed below, in the following respective
principal amounts, and shall bear interest at the rates per annum for each stated maturity of the
Bonds as set forth below opposite the respective stated maturities:
480625v6 MNI CL205.63
Stated Maturity
February 15) Principal'Amount Interest Rate
2017
2018
2019
2020
2021
2022
2023
2025*
2027*
2029*
2032*
Term Bonds
WITIVA
1.150
1.400
1.600
1.800i
1.900
2.750
3.000
4,000
4.000,
3 000
d) To the extent lawful, interest shall accrue on all principal of and interest on the
Bonds not paid' when due at the rate of interest accruing on the Bonds immediately prior to such
default.
e) The Bonds shall be subject to redemption and prepayment prior to maturity as
provided in Article Three,
Section 1-4. Amendments to Article Three of'the Odgmal Agreement, Section 3-1 of the
Original Agreement is hereby deleted andreplaced with the following:
Section 3-1. Redemption. The Bonds are subject to redemption prior to maturity as
follows:
a) Optional Redemption, The Bonds may be redeemed, in whole or in part, in
principal increments, of $5,000, at the option of the Issuer on or after February 15, 2024, on any
date for which timely notice of redemption can be given, at a Redemption Price equal to the
principal amount of the Bonds so, redeemed plus interest accrued thereon to the Redemption Date,
Bonds shall be subject to optional redemption pursuant to this Section 3-1(a) only if funds to
implement such redemption are deposited in the Bond Fund on or before the date on which notice
of redemption is required to be given by Section 3-4.
b) Scheduled: Mandatory Redemption. The Bonds maturing on February 15, 2025,
February 15, 2027, February 15, 2029, and February 15, 2032 are subject to scheduled mandatory
redemption on the mandatory sinking fund redemption dates and in the principal arnounts set
forth in the following tables, at a redemption price equal to the principal amount thereof plus
accrued interest to the redemption date, without premium, subject to pro rata reduction of such
scheduled mandatory redemption payments to the extent that such Bonds are redeemed prior to
maturity otherwise than pursuant to such scheduled mandatory redemption:
480625v6 MNI CL205.63 4
Sinking Eund InstatIment Date
February 15 2025 Term Bond Principal Amount
2024 $140,000
2025* 145,000
Maturity
February 15, 2027 Term Bond Principal Amount
2026 $145,000
2027* 155,000
Moturiry
February 15, 20'29 Term Bond, Principal Amount
2028 $160,000
2029* 165,000
Maturity
EebqLar] 5 2.032 Term Bond Principal Amount
2030 $170,000
2031 175,000
2032* 280,000
Maturity
c) Mandatory Redemption from Excess Available Tax Increment. The Bonds, are
subject to mandatory redemption, in principal increments of $5,000, on each Payment Date on
which the conditions of Section 5-3(b)(ii) hereof exist, at a redemption price equal to the principal
amount of the Bonds to be redeemed plus accrued interest to the redemption date, without
premium, from Excess Available Tax Increment held in the Prepayment Fund as required by
Section 5-3(b)(ii) hereof,
Section 1-5. Amendments to Article Four of the Ori final Agregiment.
a) Clause (e) of Section 4-2 of the Original Agreement is hereby deleted and replaced with
the following:
e) The Issuer shall calculate debt service coverage on the Bonds and any Additional
Obligations as of each February 1, commencing February 1, 2017. Debt service coverage shall be
calculated as the Available Tax Increment received by the Issuer as of the prior August 15
Payment Date plus the Available Tax Increment received by the Issuer for payment on the
immediately next February 15 Payment Date, divided by the total principal and interest due on
such two Payment Dates. Written notice of such debt service coverage shall be delivered to the
Purchaser on or before each February 2, and to any Bondholder promptly upon receipt of a
written request therefor,
b) Clause (f) of Section 4-2 of the Original Agreement is hereby deleted in its entirety,
c) Section 4-3 of the Original Agreement is hereby deleted and replaced with the following:
4806250 MNI CL205-63
Section 4-3, Additional Obliaations., The Subordinate Note has been issued. Other
than the Subordinate Note, the Authority may not issue any additional bonds or notes secured by
a parity or subordinate pledge of the Available Tax Increment ("Additional Obligations,"),
Section 1-6. Amendments to Article Five of the Original Agreement.
a) Section 5-2 of the Original Agreement is hereby deleted and replaced with the following:
Section 5-2. Application of Proceeds. On the Bond Closing, the Issuer will receive
proceeds of the Bonds in the amount of $2,466,19030 (the par amount of the Bonds, plus original
issue premium of $87,590.30, less original issue discount of $7,700.00, less the Purchaser's
discount of $48,700,00). The Issuer shall deposit or disburse such proceeds of the Bonds as
follows:
a) $0.00 to the Reserve Fund;
b) $2,464,528.13 to the Redemption Fund; and
C) $1,662.17 to the Bond Fund.
bi) Clause (a) of Section 5-3 of the Original Agreement is hereby deleted and replaced with
the following:
a) Upon receipt during each Bond Year, the Issuer shall deposit Available Tax
Increment into the Bond Fund in the amount that, together with any funds on deposit in the Bond
Fund, is necessary to pay principal and interest on the Bonds, in that Bond Year,
c) Clause NO) of Section 5-3 is hereby deleted and replaced with the following:
i) If on that February 15, the Available Tax Increment in the most recently
completed Bond Year was at least 110% of the principal and interest due with the respect
to the Bonds during that Bond Year, Excess Available Tax Increment is released from the
pledge to the Bonds and may be used by the Issuer for any purpose under law,
d) Section 5-4 of the Original Agreement is hereby deemed to apply to the Prior Bonds only.
c) Section 5-5 of the Original Agreement is hereby deemed to apply to the Prior Bonds, only.
f) Section 5-6 of the Original Agreement is hereby deleted and replaced with the following:
Section 5-6. Costs of Issuance Fund. The Issuer shall deposit in the Costs of Issuance
Fund $58,625 received from the Redeveloper, representing the aggregate total actual costs of
issuance of the Bonds as provided in Section 3.5(b) of the Contract. The Issuer shall use money
on deposit to the credit of the Costs of Issuance Fund, on the Bond Closing or as soon thereafter
as practicable, to pay the costs of issuance of the Bonds upon presentation of invoices therefor.
Amounts remaining on deposit in the Costs of Issuance Fund thirty (30) days, after the date of
issuance of the Bonds shall be transferred to the Bond Fund. Upon such final disbursement, the
Issuer shall close the Costs of Issuance Fund.
g) Clause (a) of Section 5-7 is hereby deleted and replaced with the following:
48!0625v6 MNI CL205-63 6
a) Proceeds of the Prior Bonds, in the amount of $96,788.75 will be transferred to
the Reserve Fund for the Bonds as the Reserve Requirement, The Issuer shall also deposit in the
Reserve Fund the amounts of Excess Available Tax Increment, if any, credited to the Reserve
Fund in accordance with Section 5-3(b) hereof.
h) The Original Agreement is hereby amended to add the following Section 5-11:
Section 5-11. Redemption Fund, The Issuer shall deposit in the Redemption Fund the
amounts referred to in Section 5-2(b) hereof. Such amounts, along with $27,691.25 transferred from
the Reserve Fund created for the Prior Bonds and $48,700.00 of funds received from the
Redeveloper, will be deposited in the Bond Fund created for the Prior Bonds to redeem and prepay
the outstanding Prior Bonds on August 15, 2016.
Section 1-7. Amendments to Article Six of the Original Agreement. Section 6-1 of the
Original Agreement is hereby deleted and replaced with the following:
Section 6 -L Defeasance. When all Bonds have been discharged as provided in this
Section, all pledges, covenants and other rights granted by Resolution No. 2016-14 to the Holders
shall, to the extent permitted by law, cease. The Issuer may discharge its obligations with respect
to any Bonds which are due on any date by irrevocably depositing with the Paying Agent on or
before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid
when due, it may nevertheless be discharged by depositing, with the Paying Agent a sum
sufficient for the payment thereof in full with interest accrued to the date of such deposit, The
Issuer may also discharge its obligations with respect to any prepayable Bonds called for
redemption on any date when they are prepayable according to their terms, by depositing with the
Paying Agent on or before that date a sum sufficient for the payment thereof in full, provided that
notice of redemption thereof has been duly given. The Issuer may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable
banking institution qualified by law as an escrow agent for this purpose, cash or securities
described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing, interest payable at such
times and at such rates and maturing on such dates as shall be required, without regard to sale
and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of
redemption as herein required has been duly provided for, to such earlier redemption date.
Section 1-8. Amendments to Article Seven of the Original Agreement, Section 7-2 of the
Original Agreement is hereby deleted and replaced with the following:
Section 7'-2. Fees, Charges, and Exvenses of the Paying—Agent, The Paying Agent
shall be entitled to payment and/or reimbursement for reasonable fees for its services rendered
hereunder and all necessary advances, counsel fees, and other expenses, reasonable or necessarily
made or incurred by it in connection with such service. The annual fee: of the Paying Agent shall
be $650, plus $100 in any Bond Year in which Excess Available Tax Increment is deposited in
the Prepayment Fund under Section 5-3(b)(ii) hereof. The Issuer shall pay to the Paying Agent,
on the date of the execution and delivery of this Agreement, the amount of $625, which
represents the Paying Agent's fee through February 15, 2018.
480625v6 MNI CL205-63 7
in
MISCELLANEOUS
Section 2-1. Effective Date, This First Amendment to Agreement shall be effective as of
July 7, 2016.
Section 2-2. Confirmation of Agreement. Except as specifically amended by this First
Amendment to Agreement, the Original Agreement is hereby ratified and confirmed, and remains in full
force and effect.
Section 2-3. Severabilitv. If any provision of this First Amendment to Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
riot in any way be affected or impaired thereby.
Section 2-4, Countervarts. This First Arnendment to Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
The remainder of this page is intentionally left blank.)
480625v6 MNI CL205-63 8
IN WITNESS WHEREOF, the Issuer has caused this First Amendment to Paying Agent
Agreement to be signed in its name and on its behalf by its board of commissioners, and to evidence its
acceptance of'the trusts hereby created, Bond Trust Services Corporation, as Paying Agent, has caused
these presents to be signed in its name and behalf by its duly authorized officers, all as of the date and
year first written above.
COLUMBIA HEIGHTS" K
rij-0"Nk's
HE
By
Its Executive Director
480625A MNJ CL705-63 S-1
L
Execution page of the Paying Agent to the First Amendment to Paying Agent Agreement, dated as of the
date and year first written above, between the Columbia Heights Economic Development Authority, as
Issuer, and Bond Trust Services Corporation, as Paying Agent,
BOND TRUST SERVICES CORPORATION
By
Its PaviggA—p dimWmistratorge tt25_
480625v5 MNI CL205-63 S-2
STATE OF MINNESOTA
ANOKA COUNTY
Columbia Heights Economic Development Authority
Tax Increment Revenue Refunding Bond
Haset Park Area Redevelopment Project)
Series 2016
Maturity Date
15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
11
Date of Issuance Interest Rate CUSIP
tll til'l 01!
KNOW ALL PERSONS BY THESE PRESENTS that the Columbia Heights Economic,
Development Authority, a public body corporate and politic organized and existing under the laws of the
State of Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the
registered owner specified above, or registered assigns, in the manner hereinafter set forth but only out of
its Bond Fund or Prepayment Fund the principal amount specified above, on the stated maturity date
specified above, unless called for earlier redemption, and to pay interest thereon semiannually on
February 15 and August 15 of each year (each a "Payment Date"), commencing February 15, 2017, at the
rate per annum specified above (calculated on the basis of a 360-day year oftwelve 30-day months) until
the principal sum is paid or has been provided for. This Bond will bear interest from the most recent
Payment Date to which interest has been paid or, if no interest has been paid, from the date of original
issue hereof, The principal of and premium, if any, on this Bond are payable upon presentation and
surrender hereof at the principal corporate trust office of Bond Trust Services Corporation, as Paying
Agent (the "Paying Agent,"' which term includes any successor to, its functions under the Paying, Agent
Agreement hereinafter referred to), acting as paying agent, or any successor paying agent duly appointed
by the Issuer. Interest on this Bond will be paid on each Payment Date by check or drafl drawn upon the
Paying Agent mailed (or under certain conditions, specified in the Paying Agent Agreement sent by wire
transfer) to the person in whose name this Bond is registered (the "Holder," or "Bondholder ") on the
registration books of the Issuer maintained by the Paying Agent and at the address appearing thereon at
the close of business on the fifteenth day of the calendar month preceding such Payment Date (the
Regular Record Date"),. Any interest not so timely paid shall cease to be payable to the person who is
the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder
hereof at the close of business on a date (the "Special Record Date") fixed by the Paying Agent whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
480625v6 MNI C1,205-63 A-1
be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and
interest on this Bond are payable in lawful money of the United States of America.
If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a
Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New
York, or the city where the principal office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and
payment on such date shall have the same force and effect as if made on the nominal date of payment.
This Bond is one of an issue in the aggregate principal amount of $2,435,000 (the "Bonds"), all of
like date of original issue and tenor, except as to number, maturity, interest rate, denomination, and
redemption privilege, issued under and equally and ratably secured and entitled to the protection given by
the First Amendment to Paying Agent Agreement, dated as of July 1, 2016 (the "Paying Agent
Agreement"), between the Issuer and the Paying Agent, which amends the Paying Agent Agreement,
dated as of August 1, 2007, between the Issuer and the Paying Agent. The Bonds are issued pursuant to
Minnesota Statutes, Section 469.178, to refinance certain public redevelopment costs of a project under
and pursuant to Minnesota Statutes, Sections 469.001 through 469.047 and 469.090 through 469.1081, as
amended, and other applicable law (collectively, the "Act"). Reference is made to the Paying Agent
Agreement, for a description of the provisions, among others,, with respect to the nature and extent of the
security, the rights, duties and obligations of the Issuer and Paying Agent and the rights of the Holders of
the Bonds, and the terms upon which the Bonds are issued and secured,
The Bonds are subject to redemption as follows:
a) Optional Redempfi2n. The Bonds may be red:eemed, in whole or in part, in principal
increments of $5,000, at the option of the Issuer on or after February 15, 2024, on any date for which
timely notice of redemption can be given, at a redemption price equal the principal amount of the Bonds
so redeemed plus, interest accrued thereon to the redemption date.
b) Scheduled Mandatory. Redemptio . The Bonds maturing on February 15, 2025,
February 15, 2027, February 15, 2029, and February 15, 2032, are subject to scheduled mandatory
redemption on the mandatory sinking fund redemption dates and in the principal amounts set forth in the
following tables, at a redemption price equal to the principal amount thereof plus accrued interest to the
redemption date, without premium, subject to pro rata reduction of such scheduled mandatory redemption
payments to the extent that such Bonds are redeemed prior to maturity otherwise than pursuant to such
scheduled mandatory redemption:
Sinking Fund Installment Date
February _15, 2025 "Ferm Bond Princir)al Amount
2.024 $140,000
2025* 145,000
Maturity
480625v6 MNI C1,205-63 A-2
February IS., 2027 Term Bond Principal Amount
2026 $145,000
2027* 155,000
Maturity
February 15. 2'029 Term Bond Principal Amount
2028 $160,000
2029* 165,000
Maturity
Februm 15. 2032 Term Bond Principal Amount
2030 $170,000
2031 175,000
2032* 280,000
Maturity
c) Mandatoa RedpuWtion from Excess Available Tax Increment. The Bonds are subject to
mandatory redemption, and shall be redeemed and prepaid in inverse order of maturity in principal
increments of $5,00!0, on each Payment Date on which the conditions specified in Section 5-3(b)(ii) of the
Paying Agent Agreement exist, at a redemption price equal to the principal amount of the Bonds to be
redeemed plus accrued interest to the redemption date, without premium, from Excess Available Tax
Increment held in the Prepayment Fund as required by Section 5-3(b)(ii) of the Paying Agent Agreement.
In the case of redemption of less than all Bonds Outstanding pursuant to paragraph (a) above, the
Paying Agent shall select the maturities of the Bonds to be redeemed,, and the principal amount (in
increments, of $5,000) to be redeemed from each maturity. If less than ail of the Outstanding principal
amount of the Bonds of a specific maturity are to be redeemed, the specific Bonds to be redeemed shall be
selected by the Paying Agent at random or in such manner as tile Paying Agent shall deem fair and
appropriate in increments of $5,00'O or any integral multiple thereof.
Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than
fifteen (15) days prior to the Redemption Date, to each Holder of Bonds to be redeemed at the address, of
the Holder appearing in the Bond Register. For Bonds registered to Cede & Co., as nominee of DTC,
notice of redemption may instead by given by electronic notice, sent not less than fifteen (15) days prior
to the Redemption Date, No defect in or failure to give notice by mail to any Holder shall affect the
validity of the proceedings for redemption of any Bond held by any Holder to which proper notice by
mail has been given.
The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the
State of Minnesota, particularly the Act, and pursuant to a resolution adopted by the Board of
Commissioners of the Issuer on June 13, 2016 (the "Resolution"), The Bonds are special obligations
payable solely from Available Tax Increment and certain other funds pledged to the payment of the
Bonds and interest thereon.
The Bonds are issued by the Issuer to aid in refinancing a project under the Act, The Bonds do
not constitute a general or moral obligation of the State of Minnesota or its political subdivisions,
including the Issuer, The Bonds, including interest thereon, are payable solely from the revenues and
4806250 MNI CL205-63 A-3
assets expressly pledged to the payment thereof. The Bonds shall not constitute a debt of the Issuer
within the meaning of any constitutional or statutory limitation of indebtedness,
As provided in tile, Paying Agent Agreement and subject to certain limitations therein set forth,
this Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at
the principal office of the Paying Agent upon presentation and surrender hereof to the Paying Agent, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and
Paying Agent duly executed by, the Holder hereof or his, her or its attorney duly authorized in writing.
Thereupon the Issuer shall execute and the Paying Agent shall authenticate and deliver, in exchange for
this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in
blank or to "bearer" or similar designation) of the same series, of an authorized denomination or
denominations, for tile same aggregate principal amount and of the same stated maturity and interest rate.
The Bonds are issued as fully registered bonds in the denomination of $5,000 and integral
multiples of $5,000 in excess thereof The Bonds are exchangeable for one or more Bonds of the same
series, aggregate principal amount, interest rate and maturity date, upon surrender thereof by the Holder at
the principal office of the Paying Agent, in the manner and upon payment of the charges provided in the
Paying Agent Agreement,
The Paying Agent may require payment of a sum sufficient to cover any tax, fee or other
governmental charge required to be made in connection with the transfer or exchange of this Bond,
The Issuer, Paying Agent and any agent of the Issuer or Paying Agent may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except as otherwise provided with respect to the Record' Date) and for all other purposes,
whether or not this Bond shall be overdue, and the Issuer, Paying Agent and agents of the Issuer or
Paying Agent shall not be affected by notice to the contrary,
The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes
of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended.
Capitalized terms which are used but not defined herein shall have the same meanings given them
in, or pursuant to, the Paying Agent Agreement.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Paying Agent Agreement unless the Certificate of Authentication hereon shall have
been executed by the Paying Agent.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the
Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to
and in the execution and delivery of the Paying Agent Agreement and in the issuance of this Bond, have
been done, have happened and have been performed, in regular and due form, time and manner as
required by law, and that this Bond, together with all! other obligations of the Issuer outstanding on the
Date of Original Issue: hereof and on the date of its issuance and delivery to the purchaser, does not
exceed any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the Columbia Heights Economic Development Authority has caused
this Bond to be executed in its name and on its behalf by the facsimile signatures of its authorized
officers, as of the Date of Issuance.
48062M MNI CL205-63 A-4
I I 11
IM&MX 01OUTllXes W111IM I'M ! 4i ill
By
Its Executive Director
PAYING AGENT'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Paying Agent Agreement,
Daw July_,, 2016
as Paying Agent
LIM
Responsible Agent
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
Please Print or Typewrite Name and Address ofTransferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
FOYM-1
Please Insert Social Security Number or
Other Identifying Number of Assignee,
Signature Guaranteed:
Notice: The signature to this assignment must
correspond with the narne as it appears, on the face
of this Bond in every particular, without alteration
or any change whatever.
480625v6 MNI C1,205-63 A-5
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 (" "SEMI "), 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.
Narne and Address:
Include information for all joint owners if this Bond is held by
joint account.)
ABBREVIATIONS
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 in common
JT TEN -- as joint tenants with right
of survivorship, and not as tenants in
common
TEN ENT — as tenants by entireties
UNIF GIFT MIN ACT —
Custodian
Cust), (Minor)
under Uniform Gifts or Transfers to Minors Act
State)
Additional abbreviations may also be used though not in the above list.
480625v6, MNI CL205-63 A-6