HomeMy WebLinkAbout03-14-22 City Council Meeting PacketCITY COUNCIL MEETING Mayor
Amáda Márquez Simula
Councilmembers
John Murzyn, Jr.
Connie Buesgens
Nick Novitsky
Kt Jacobs
City Manager
Kelli Bourgeois
City Hall—Council Chambers, 590 40th Ave NE
Monday, March 14, 2022
7:00 PM
AMENDED AGENDA
ATTENDANCE INFORMATION FOR THE PUBLIC
Members of the public who wish to attend may do so in-person, by calling 1-312-626-6799 and
entering meeting ID 828 4755 9265 or by Zoom at at https://us02web.zoom.us/j/82847559265. For
questions please call the Administration Department at 763-706-3610.
CALL TO ORDER/ROLL CALL
PLEDGE OF ALLEGIANCE
MISSION STATEMENT
Our mission is to provide the highest quality public services. Services will be provided in a fair, respectful
and professional manner that effectively addresses changing citizen and community needs in a fiscally -
responsible and customer-friendly manner.
APPROVAL OF AGENDA
(The Council, upon majority vote of its members, may make additions and deletions to the agenda.
These may be items submitted after the agenda preparation deadline.)
PROCLAMATIONS, PRESENTATIONS, RECOGNITION, ANNOUNCEMENTS, GUESTS
CONSENT AGENDA
(These items are considered to be routine by the City Council and will be enacted as part of the Consent
Agenda by one motion. Items removed from consent agenda approval will be taken up as the next
order of business.)
MOTION: Move to approve the Consent Agenda as presented.
1.Approve February 28, 2022 City Council Meeting Minutes.
MOTION: Move to approve the City Council Meeting minutes of February 28, 2022.
2.Accept January 18, 2022 Traffic Commission Minutes.
MOTION: Move to accept the January 18, 2022 Traffic Commission minutes.
3.Adopt Resolution 2022-29, LELS Labor Agreement.
MOTION: Move to waive the reading of Resolution 2022-29, there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-29, approving the City of Columbia Heights LELS,
Local 311 Labor Agreement.
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AGENDA AMENDED ON 3/14/22, ITEM 12 MOTION LANGUAGE UPDATED
City of Columbia Heights AGENDA March 14, 2022
City Council Meeting Page 2
4. Approve Resolution 2022-30, Re-Establishing Boundaries of Precinct 2 and 7.
MOTION: Move to waive the reading of Resolution 2022-30 there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-30, Establishing Precinct and Polling Locations
for the 2022 Election Year.
5. Resolution 2022-36, Increasing the 2022 Budgets of the Governmental Equipment Fund,
The Information Technology Fund, and Governmental Buildings Fund.
MOTION: Move to waive the reading of Resolution 2022-36, there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-36, being a resolution appropriating prior year
fund balance to increase the 2022 budgets of the Governmental Equipment Fund, the
Information Technology Fund, and the Governmental Buildings Fund, for certain purposes
reviewed with the City Council, in the amounts shown.
6. Approve Resolution 2022-37, Amending the City Fee Schedule to Reflect the Elimination
of the Rental Fee to Borrow a New DVD.
MOTION: Move to waive the reading of Resolution 2022-37, there being ample copies
available to the public.
MOTION: Move to Adopt Resolution 2022-37, being a resolution to amend the City Fee
Schedule to reflect the elimination of the rental fee to borrow a new DVD effective April 1,
2022.
7. Award Contract for Fiberoptic Plant Installation.
MOTION: Move to award the contract for fiberoptic plant installation to Arvig in total
amount of $104.391.35.
8. Authorization to Seek Bids for Fence Installation at Public Safety Building.
MOTION: Move to authorize staff to seek bids for fence installation at the Public Safety
Building.
9. Rental Occupancy Licenses for Approval.
MOTION: Move to approve the items listed for rental housing license applications for
March 14, 2022, in that they have met the requirements of the Property Maintenance
Code.
10. License Agenda.
MOTION: Move to approve the items as listed on the business license agenda for March 14,
2022 as presented.
11. Review of Bills.
MOTION: Move that in accordance with Minnesota Statute 412.271, subd. 8 the City
Council has reviewed the enclosed list to claims paid by check and by electronic funds
transfer in the amount of $992,643.02.
PUBLIC HEARINGS
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City of Columbia Heights AGENDA March 14, 2022
City Council Meeting Page 3
12.Final Plat Approval and Easement Vacation for Existing Lot located at 825 41st Avenue
NE.
MOTION: Move to close the public hearing and waive the reading of Resolution 2022-31,
there being ample copies available to the public.
MOTION: Move to adopt Resolution 2022-31, a resolution of the City Council for the City of
Columbia Heights, Minnesota, approving a Final Plat for property located in the City of
Columbia Heights, Minnesota.
MOTION: Move to waive the reading of Resolution 2022-32, there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-32, a resolution of the City Council for the City of
Columbia Heights, Minnesota, approving an easement vacation for property located in the
City of Columbia Heights, Minnesota.
13.Establishment of the 42nd and Jackson Tax Increment Financing District.
MOTION: Move to close the hearing and waive the reading of Resolution 2022-33, there
being ample copies available to the public.
MOTION: Move to adopt Resolution 2022-33, a resolution approving the removal of a
parcel from tax increment financing district NO.9 within the downtown central business
district redevelopment project.
MOTION: Move to waive the reading of Resolution 2022-34, there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-34, a resolution adopting a modification to the
downtown central business district revitalization plan for the downtown central business
redevelopment project, establishing the 42nd and Jackson tax increment financing district
therein, and adopting a tax increment financing plan therefor.
14.Approval Consideration for the Issuance of Multifamily Housing Revenue Bonds (Reuter
Walton Project).
MOTION: Move to close the hearing and waive the reading of Resolution 2022-35, there
being ample copies available to the public.
MOTION: Move to approve Resolution 2022-35, a resolution providing final authorization
for the issuance, sale, and delivery of multifamily housing revenue bonds or other
obligations to finance the costs of a multifamily housing development; approving the forms
of an authorizing the execution and delivery of the obligations and related documents;
approving a housing program under Minnesota Statutes, Chapter 462C, as amended;
providing for the security, rights, and remedies with respect to the obligations; and taking
certain other actions.
15.Adopt Provisional Rental License.
MOTION: Move to close the public hearing and to waive the reading of Resolution Number
2022-39, being ample copies available to the public.
MOTION: Move to adopt Resolution Number 2022-39, being Resolution of the City Council
of the City of Columbia Heights approving a six (6)-month provisional rental housing license
pursuant to City Code of the rental license listed.
ITEMS FOR CONSIDERATION
Ordinances and Resolutions
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City of Columbia Heights AGENDA March 14, 2022
City Council Meeting Page 4
Bid Considerations
16. Adopt Resolution 2022-38 Being a Resolution Accepting Bids and Awarding the Contract
for 2022 Water Main Structural Lining and Rehabilitation Project, City Project No. 2203.
MOTION: Move to waive the reading of Resolution 2022-38 there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-38, being a resolution accepting bids and
awarding the contract for 2022 Water Main Lining and Rehabilitation, City Project No.
2203, to FER-PAL Construction USA LLC based upon their low, qualified, responsible base
bid for lining in the amount of $998,851.00 with funds to be appropriated from Fund 651 -
2203-45185; and, to transfer $800,000 of ARPA Grant Funds from the sanitary sewer fund
to Fund 651-2203-45185; and, furthermore, to authorize the Mayor and City Manager to
enter into a contract for the same.
New Business and Reports
CITY COUNCIL AND ADMINISTRATIVE REPORTS
Report of the City Council
Report of the City Manager
Report of the City Attorney
COMMUNITY FORUM
At this time, individuals may address the City Council about any item not included on the regular
agenda. Speakers that are in-person are requested to come to the podium. All speakers need to state
their name and connection to Columbia Heights, and limit their comments to five (5) minutes. All
speakers are also asked to fill out this information as well as their address on a form for the Council
Secretary's record. Those in attendance virtually should send this information in the chat function to the
moderator. The City Council will listen to brief remarks, ask clarifying questions, and if needed, request
staff to follow up or direct the matter to be added to an upcoming agenda. General ly, the City Council
will not take official action on items raised at the Community Forum at the meeting on which they are
raised.
ADJOURNMENT
Auxiliary aids or other accommodations for individuals with disabilities are available upon request when the request is
made at least 72 hours in advance. Please contact Administration at 763-706-3610 to make arrangements.
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CITY COUNCIL MEETING Mayor
Amáda Márquez Simula
Councilmembers
John Murzyn, Jr.
Connie Buesgens
Nick Novitsky
Kt Jacobs
City Manager
Kelli Bourgeois
City Hall—Council Chambers, 590 40th Ave NE
Monday, February 28, 2022
7:00 PM
MINUTES
The following are the minutes for the Meeting of the City Council held at 7:00 pm on Monday,
February 28, 2022, in the City Council Chambers, City Hall, 590 40th Avenue NE, Columbia Heights,
Minnesota. Due to the COVID-19 pandemic, this hybrid meeting was held both virtually and in-person.
CALL TO ORDER/ROLL CALL
Mayor Márquez Simula called the meeting to order at 7:00 pm.
Present: Mayor Márquez Simula; Councilmember Buesgens; Councilmember Jacobs; Councilmember
Novitsky
Absent: Councilmember Murzyn, Jr.
Also Present: Lenny Austin, Chief of Police; Alex Barrott, Police Officer; Kelli Bourgeois, City Manager;
Aaron Chirpich, Community Development Director; Ibrahim Farah, Police Officer; Mohammed Farah,
Police Officer; Erik Hanson, Police Sergeant; Jim Hoeft, City Attorney; Sara Ion, City Clerk/Council
Secretary; Erik Johnston, Police Captain; Guy Juran, Police Officer; Matt Markham, Police Captain;
Jason Piehn, Ben Sandell, Communications Coordinator; Police Officer; Steve Wagner, Police Officer;
Mitch Weisser, Police Officer; Tabitha Wood, Police Officer; Youth Commission Members; Columbia
Heights Girl Scout Troop Members.
PLEDGE OF ALLEGIANCE
MISSION STATEMENT
Our mission is to provide the highest quality public services. Services will be provi ded in a fair, respectful
and professional manner that effectively addresses changing citizen and community needs in a fiscally -
responsible and customer-friendly manner.
APPROVAL OF AGENDA
Motion by Buesgens, seconded by Councilmember Novitsky, to approve the Agenda as presented. All
Ayes, Motion Carried 4-0.
PROCLAMATIONS, PRESENTATIONS, RECOGNITION, ANNOUNCEMENTS, GUESTS
A. Introduction of Youth Commission Members
Communications Coordinator Sandell stated that they are pleased to welcome the newly
appointed 2022 Youth Commission Members and eight out of ten were able to attend the
meeting that night. Sandell said that in 2021 that City amended its City Code to create the
Youth Commission, the first of its kind. The Youth Commission’s purpose is t o serve as an
advisory body to the Council, and other boards and commissions, inspire and bring to light
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City of Columbia Heights MINUTES February 28, 2022
City Council Meeting Page 2
new ideas from a youth perspective, create an educational environment for youth looking
to expand their knowledge of government and leadership functions, and provide
experience building opportunities for area youth seeking increased community and
government engagement.
Sandell stated they are looking forward to the first meeting on March 9, 2022 at 6:00 pm in
Council Chambers, where we will review the commission’s draft bylaws, schedule and
officer appointments.
Sandell asked that the Youth Commission members in the audience to stand to be
recognized. He read the names of the commissioners: Annabelle Johnson, Greta Solem,
Tristen Marquez, Silvia Hernandez-Monroy, Roman Tabor, Ruth Nayeli Garcia Genis, Tsenat
Mamo, Mira Kucera, Roger Rogne, and Alayna Novitsky.
Mayor Márquez Simula stated the Council is excited to work together with the Youth
Commission and welcomed them.
Councilmember Buesgens said she is excited about seeing the members on the commission
and she looks forward to seeing their work and ideas coming forth in the fu ture.
B. Presentation of Police Department Awards
Chief Austin stated that Officers were nominated by their peers or supervisors for
outstanding service to the City in 2021, going beyond the work they do on a day-to-day
basis. Officers were recognized for the following awards: Medal of Commendation, Mentor
Award, and Above and Beyond.
Mentor Awards were awarded to the following Officers: Hanson, I. Farah, M. Farah, Juran,
Monberg, Piehn, Sinn, Urbaniak, Wagner, and Weisser. Chief Austin stated that field
training officers have been tasked with training ten new recruits over the last two years ,
which is an unprecedented number. He stated that these officers are responsible for
coaching, training, and passing on the culture to the next generation of officers.
Above and Beyond awards were awarded to the following Officers: Barrott, Weisser, Sinn,
Urbaniak, and Wagner. Chief Austin stated that these officers are use-of-force and firearms
instructors; their workload increased when the department implemented a new style of
use-of-force that required all of the instructors to be retrained through a weeklong course.
Afterwards, the officers were tasked with developing new lesson plans and coordinating
with each other on how to implement them. In addition to retraining all current officers
and CSOs, the new officers were trained; this new method incorporates de-escalation and
as well as a team-focused concept which will help to reduce injuries to officers and persons
involved during use-of-force incidents.
Chief Austin awarded an additional Above and Beyond award to Officer Weisser for an
incident that occurred on December 6, 2021, where he continued to attempt to deescalate
the situation, which prevented the need for use-of-force.
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Medal of Commendation were awarded to the following Officers: Hanson, Piehn, Wagner,
Wood. Chief Austin stated that on April 11, 2021, these officers responded to the civil
unrest after an officer involved shooting. These officers demonstrated outstanding
leadership, teamwork, courage, and professionalism under extremely stressful
circumstances. Officers apprehended one burglar and interrupted another burglary; he
stated they are being recognized for their outstanding service.
Chief Austin stated that over the last year his officers have faced a lot of adversity and he
couldn’t be prouder of them.
C. Women's History Month Proclamation
Mayor Márquez Simula recognized March 2022, as “Women’s History Month” and read the
City’s Proclamation.
Girls Scout Troops accepted the proclamation. Girl Scout Troop 17617, thanked the Council
for the proclamation and stated that they support women’s rights, voting, and the history
behind it.
CONSENT AGENDA
Motion by Councilmember Jacobs, seconded by Councilmember Novitsky, to approve the Consent
Agenda as presented. All Ayes, Motion Carried 4-0.
1. Approve February 7, 2022 City Council Work Session Meeting Minutes.
MOTION: Move to approve the City Council Work Session Meeting minutes of February 7,
2022.
2. Approve February 7, 2022 Public Improvement Hearing Meeting Minutes for 2022 State
Aid and Street Rehabilitation.
MOTION: Move to approve the Public Improvement Hearing Meeting Minutes for 2022
State Aid and Street Rehabilitation minutes of February 7, 2022.
3. Approve February 7, 2022 for the Public Improvement Hearing Meeting Minutes for 2022
Street Rehabilitation Program - Zones 6 and 7.
MOTION: Move to approve the Public Improvement Hearing Meeting Minutes for 2022
Street Rehabilitation Program - Zones 6 and 7 of February 7, 2022.
4. Approve February 8, 2022 Joint City Council/School Board Meeting Minutes .
MOTION: Move to approve the Joint City Council/School Board Meeting Minutes of
February 8, 2022.
5. Approve February 14, 2022 City Council Meeting Minutes.
MOTION: Move to approve the City Council Meeting minutes of February 14, 2022.
6. Adopt Resolution 2022-28, Approving AFSCME Labor Agreement.
MOTION: Move to waive the reading of Resolution 2022-28, there being ample copies
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City of Columbia Heights MINUTES February 28, 2022
City Council Meeting Page 4
available to the public.
MOTION: Move to adopt Resolution 2022-28, approving the City of Columbia Heights
AFSCME Labor Agreement.
7. Authorization to Purchase J Barriers.
MOTION: Move to authorize the police department to purchase of 600 linear feet of J
Barrier concrete construction barricades from Warning Lites of MN in the amount of
$19,500.
8. License Agenda.
MOTION: Move to approve the items as listed on the business license agenda for February
28, 2022 as presented.
9. Rental Occupancy Licenses for Approval.
MOTION: Move to approve the items listed for rental housing license applications for
February 28, 2022, in that they have met the requirements of the Property Maintenance
Code.
10. Review of Bills.
MOTION: Move that in accordance with Minnesota Statute 412.271, subd. 8 the City
Council has reviewed the enclosed list to claims paid by check and by electronic funds
transfer in the amount of $1,065,262.78.
PUBLIC HEARINGS
ITEMS FOR CONSIDERATION
11. Approval of Memorandum of Understanding with Columbia Heights Housing Limited
Partnership I.
Director Chirpich reported that over the past several months, staff has been working with
Reuter Walton to refine development plans for the vacant City owned site located behind
the Public Safety Campus. The City’s parcel is encumbered by a stormwater drainage
easement in favor of Columbia Heights Housing Limited Partnership I (CHHLP). CHHLP i s the
owner of the Columbia Court Townhomes property which is located just to the southeast
of the City’s development site. As part of the redevelopment of the townhome site in 2001,
the City approved an easement agreement to allow stormwater generated by the
townhome site to flood the City’s vacant development parcel during heavy rain events. This
easement overflow area is located predominately over the portion of the site where Reuter
Walton has been approved to construct a 62-unit affordable housing complex. To solve the
easement encumbrance issue, Reuter Walton has proposed to relocate the stormwater
easement area by building an underground stormwater storage and filtration system that
will accommodate the required stormwater capacity that is prescribed in the 2001
easement agreement. He added that this is taking an above ground flooding issue and
putting it underground.
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Item 1.
City of Columbia Heights MINUTES February 28, 2022
City Council Meeting Page 5
Staff has worked with CHHLP and Reuter Walton to negotiate terms that are agreeable to
all parties to facilitate the stormwater easement relocation. These terms have been
articulated in the attached memorandum of understanding (MOU). The primary deal point s
are as follows: 1) The City will take over full maintenance and repair responsibility for the
portion of the alley that serves the townhome development and the Reuter Walton
Development. Currently, the maintenance and repair costs are shared 50/50 between
CHHLP and the City. This concession represents an acknowledgement by the City that the
development of the City owned site will increase traffic in the project area with the
introduction of 62 new housing units. The City taking full maintenance and repair
responsibility for the alley is also consistent with all other publicly owned alleys in the City.
2) Two speed bumps will be installed in the alley near the townhomes to help calm the
increased traffic that is expected in the area with the new development . The speed bumps
will be paid for by Reuter Walton. 3) The legal fees associated with CHHLP’s review of the
easement documents will be paid by Reuter Walton (up to $5,000).
Director Chirpich stated that Staff would like to note that underlying easement agreements
related to the City’s vacant development site are complicated. The Reuter Walton
redevelopment project represents an opportunity for the City to get a great project
completed with the added benefit of cleaning up the easements that hinder the property.
The project also presents an opportunity to resolve a long-standing localized stormwater
flooding issue. Staff feels that the terms articulated in the MOU are fair and necessary to
move the project forward, and therefore recommend approval of the MOU.
Motion by Councilmember Jacobs, seconded by Councilmember Buesgens, to waive the
reading of Resolution 2022-27, there being ample copies available to the public. All Ayes,
Motion Carried 4-0.
Motion by Councilmember Jacobs, seconded by Councilmember Novitsky, to adopt
Resolution 2022-27, a resolution for the City Council for the City of Columbia Heights,
Minnesota, approving memorandum of understanding with Columbia Heights Housing
Limited Partnership I. All Ayes, Motion Carried 4-0.
CITY COUNCIL AND ADMINISTRATIVE REPORTS
Report of the City Council
Councilmember Buesgens said she was excited that Community Development Coordinator Forney is
returning on March 7, 2022, who has been serving for the National Guard for the last year. She added
that there is a second stage of the City survey out on the website, the phone surveys are almost
complete, and the City would love to hear from residents before decisions are made on several things
this year.
Councilmember Jacobs stated she attended several presentations: Using Cultural Intelligence in
Supporting the Indigenous Community, A Community’s Role in Human Trafficking, National Summit on
Engagement in the Black Community. She finished reading a 45-page House Select Committee’s report
to the legislature on racial justice. She stated she attended the Salvation Army Board Meeting; she
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welcomed the new Youth Commissioners and added that she hopes they learns a lot but have fun
doing it. She stated like many across the nation, she stands in solidarity with the Russian and Ukrainian
neighbors against Russian’s military action; she prays for a quick resolution. She facilitated four
residents reach outs; and she warmly welcomes the month of M arch.
Mayor Márquez Simula said she attended a webinar, Planning the Inclusive City, which talked about
during the City Beautiful Movement in the early 1900s; there was a lot of top-down decisions made,
but now we are looking towards community input to ma ke our cities better and more inclusive for the
whole community. She stated she was called for the community survey and answered the questions;
she asked residents to go to the website to fill out the survey; she attended an electric vehicle class
through community education; she had a meeting with the Superintendent of Columbia Heights Public
Schools. Mayor Márquez Simula provided an update on the Havenbrook Homes properties and stated
that the Fire Department is working on the relicensing of the 21 properties, Community Development
and the Building Official are also helping to complete new inspections, and once the violat ions are
corrected and properties pass inspection, new licenses will be presented to the City Council in March ;
for any questions regarding Havenbrook Homes licensing, contact Assistant Fire Chief O’Brien. She
stated that her heart goes out to the Ukrainian neighbors in the City, people of Poland and Russia; she
reached out to the Mayor of Lomianki, Poland, Sister City; they are having a community meeting that
evening to see how they can come together and help refugees.
Report of the City Manager
Manager Bourgeois reported that the short city survey will be available on the website through March
11, 2022; there have been over 100 responses since last Friday and they would love to get more. She
stated there are seats open on four boards and commissions, appl ications are being accepted until
March 4, 2022; for questions about boards and commissions, contact Clerk Ion.
Report of the City Attorney
Attorney Hoeft had no update.
COMMUNITY FORUM
Mayor Márquez Simula opened the community forum.
No one wished to speak.
ADJOURNMENT
Motion by Novitsky, seconded by Councilmember Jacobs, to adjourn. All Ayes, Motion Carried 4-0.
Meeting adjourned at 7:38 pm.
Respectfully Submitted,
______________________________________
Sara Ion, City Clerk/Council Secretary
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Item 1.
TRAFFIC COMMISSION
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM: Accept January 18, 2022 Traffic Commission Minutes
DEPARTMENT: PUBLIC WORKS BY/DATE: KATHY YOUNG/MARCH 8, 2022
BACKGROUND: The January 18, 2022 Traffic Commission minutes were approved by the Traffic Commission
at the February 15, 2022 meeting.
RECOMMENDED MOTION(S):
MOTION: Move to accept the January 18, 2022 Traffic Commission minutes.
ATTACHMENT(S): January 18, 2022 Traffic Commission Minutes
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Item 2.
TRAFFIC COMMISSION - PUBLIC HEARING
City Hall—Council Chambers, 590 40th Ave NE
Tuesday, January 18, 2022
6:00 PM
APPROVED MINUTES
CALL TO ORDER/ROLL CALL
The meeting was called to order by Chairperson Schluender at 6:00 p.m.
Members present: Commissioners Ciesynski, Davis, Finkelson, Nekora, Schluender
Staff present: Kathy Young, Assistant City Engineer
Captain Markham, Police (via Zoom)
Sue Chapman, Administrative Assistant
Council Liaison: Amáda Márquez Simula
APPROVE MINUTES
1. Motioned by Finkelson, seconded by Davis, to approve the minutes of November 16, 2021 as
presented. Motion passed unanimously.
PUBLIC HEARINGS
2. MODIFICATION TO THE TWO HOUR PARKING ZONE ON 3900 BLOCK OF CENTRAL AVENUE
Residents Present: Hajor Banalal, 3839 Polk St
Ramona Anderson, 4132 Stinson Blvd
Fatemeh Rabon, 3928 Central Ave (arrived late)
At the November Traffic Commission meeting commissioners called for a Public Hearing to change the
two hour parking on the west side of Central Avenue from 39th Avenue to 40th Avenue to two hour parking
8 am to 5 pm.
There were no comments from commissioners or the public.
Motion by Finkelson to recommend the City Council designate two hour parking from 8 am to 5 pm on the
west side of the 3900 block of Central Avenue. Seconded by Davis. Motion passed unanimously.
NEW BUSINESS
Motion by Finkelson to move Policy Initiatives under Reports to New Business on the agenda. Seconded
by Schluender. Motion passed unanimously.
Residents Present: Layla Rismoen (via Zoom)
Ed Higgins
3. POLICY INITIATIVES
A. Vision Zero (Email correspondence attached)
B. Multimodal Transportation (Email correspondence attached) 12
Item 2.
City of Columbia Heights MINUTES January 18, 2022
Traffic Commission - Public Hearing Page 2
Policy initiatives such as those listed above are undertaken by staff at the direction of the City Council. The
Council has the authority to commit staff and outside consultant resources to address policy issues.
Finkelson stated members of the public requested the commission speak about these topics. He has done
some research on Vision Zero and related topics. The idea of Vision Zero is for a city to try to reduce fatal
and serious accidents to “0” through engineering modes and methods to slow down traffic and make
things safe for pedestrians. If there is an accident, speeds are reduced so the accidents are not as serious.
He would like to have someone from the City of Minneapolis Engineering Department speak to the Traffic
Commission regarding Vision Zero and the challenges they face with their Vision Zero initiative.
Schluender asked if any surrounding first ring cities of Minneapolis have taken this up. Finkelson advised
that when he checked the Vision Zero website all the cities on the list were very large, so he’s unsure if
Columbia Heights would be included on the list.
Mayor Simula advised that at the April work session staff will be discussing the stop signs that were tabled
at the last council meeting and they will also be discussing any changes to the Traffic Commission that
commission members would like to see; perhaps making it a more multimodal commission addressing and
opening up more conversation about the different ways people are moving around the city. Other city’s
commissions bring in guest speakers to talk about different issues and to learn about opportunities that
are happening in other communities. This is something that this commission could move towards. Also,
some cities will visit other cities to check out roundabouts, trails, etc. This is something the council would
vote on, but input from the Traffic Commission would be welcome. Staff would like any reports before the
April work session. Schuender advised this will be put on the February agenda. Items for the February 15th
meeting are due February 4th.
Ms. Rismoen stated when they moved here approximately 10 years ago she had brought up to the City
Council that they would like to see better speed control in the city. Her neighborhood is bustling like most
neighborhoods in Columbia Heights. Wonders if there’s more we could be doing to reduce speed overall
in the city to make it safer in neighborhoods for children and adults to walk with sidewalks, paths, or
something. On her block in particular, the streets are not on a grid s system, they kind of wind around and
there’s no direct route anywhere, so people tend to use her street as one of the through streets. She lives
on Lincoln Terrace which connects to Matterhorn Dr. and eventually goes out to Johnson St. and then 49th
Ave. It’s one of the only through streets that crosses the 694 bridge so they tend to get a lot of traffic from
Fridley and people speeding. Last summer she was almost hit by a car in her own driveway. She was on
her bike and hadn’t pulled out yet. Their house is not on a corner or at an intersection. A car came down
Johnson St. driving erratically, stopped at the stop sign, took off from the stop sign and began driving
erratically and almost hit her in the driveway. The neighbors next door have had two car accidents in their
yard; one took out a fire hydrant and a mailbox. Luckily no children were playing there at the time. Her
yard is one where kids congregate. It’s not safe for them to ride bikes in the street or through the
neighborhood. Her neighbors feel the same way. The roads are wide and their yards are big. She would
be happy to give up some of her yard for more walking and biking space in the neighborhood.
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Item 2.
City of Columbia Heights MINUTES January 18, 2022
Traffic Commission - Public Hearing Page 3
Ms. Rismoen happened to come across the Vision Zero plan in Minneapolis. She feels they have a lot of
really good points and a good long-term plan to reduce speed throughout the city of Minneapolis and
provide alternative solutions for pedestrians and bikers. It would be nice if Columbia Heights could adopt
all or some of these policies. She understands that Columbia Heights does not have the budget that
Minneapolis does but the safety of residents should be a top priority. The enjoyment of living here will
increase if families can feel safe walking and biking. She’s a capable adult and was almost taken out in her
own driveway, which is scary, and it doesn’t make her want to hop on her bike every day. Would like to
see what we can do to make it safer for everyone that wants to be outside using the streets and so forth
for walking and biking. More paths and bike lanes would be a great idea as well as narrowing streets and
have them not be so representative of high speed driving. Implementing some of these ideas would be a
nice improvement.
Mr. Ed Higgins stated that he and his wife love walking in Columbia Heights and walk their dogs often.
They have trouble in some areas and were looking for a safer travel plan for pedestrians on the City
website. Many surrounding cities have plans like this on their websites, including the City of Richfield. He
likes the way other cities have incorporated traffic planning for the years ahead as well as successful
projects on a separate website that people can review on their own time—without having to dig through
the city government website. Edina calls theirs Living Streets and has a video posted on YouTube. Their
plan discusses the history, challenges, and safety and maintenance as well as water resources. There are
many other cities and counties along with MnDOT that post YouTube videos that residents can review and
discuss. Even the US DOT has a Complete Streets initiative which has a trickledown effect from the federal
level. They’ve developed a street design manual to implement their Complete Streets policies. Multiple
pilot projects are underway that include public workshops to prioritize potential street improvements. It
comes with the pros and cons of Complete Streets and ways to accomplish this. More and more cities are
working towards diversity and mobility in our communities. There are some challenges with mobility in
certain areas. He would like to know what our plan is for a walk, bike accessible friendly city. If there is no
plan, is this something residents can look forward to in the future?
Schluender asked if anyone else from the public wanted to speak about Vision Zero. No one came
forward. Public portion of the meeting was closed.
Finkelson is strongly in favor of the Traffic Commission taking action on this. While it’s true most serious
accidents in Columbia Heights occur on state or county highways, this doesn’t mean streets in Columbia
Heights are safe. He received a list of accidents from Captain Markham. The list was emailed to
commission members because it was too long to print. Other attachments were distributed at the
meeting. The map on page 6-133 of the 2040 Comprehensive Plans shows at least three serious crashes,
one of them fatal, on city streets. He lives very close to the fatal accident at 39 th Ave and Hart Blvd and
feels that intersection should be evaluated. There are accidents happening on Columbia Heights streets
that are serious. In the State Highway Safety Plan document on page 8 it shows that 23% of injuries and
deaths occur on city roads. States it’s not just about the crashes that get reported, it ’s also about the near
misses. He was almost hit by a car while walking on 39th Ave at night. People drive crazy and there are no
sidewalks. Pedestrians wear reflective vests and put LED lights on their hats because they don’t want to
get hit where there’s no sidewalk to separate them from traffic.
14
Item 2.
City of Columbia Heights MINUTES January 18, 2022
Traffic Commission - Public Hearing Page 4
When people are afraid to walk or cycle it’s a denial of mobility. Everyone has the right to safely travel the
streets of Columbia Heights, even where there are no sidewalks. Even though city staff has said that they
keep multimodal transportation in mind, he feels this misses the point. Per Minnesota state statute if
there is no sidewalk the pedestrian has the right of way to walk on the street and they also have the right
of way to cross streets. In fact, because there’s no interstate, per state statute all of Columbia Heights is
multimodal. There is no place you’re not allowed to walk. So he feels it’s insufficient for staff to just say
we’re keeping multimodal transportation in mind.
The multimodal examples that were brought up by city staff are the 37th Ave and 53rd Ave projects. He
feels because these projects were led by other citi es, Minneapolis and Fridley, this is what triggered input
from the public regarding the multi-use trails. It seems like it takes a public meeting and people having to
come to ask for basic things like sidewalks and multi-use trails to get this at the forefront. He feels we
need to be more pro-active. There is currently no plan and we should change that. The biggest issue is to
increase the number of sidewalks. He understands this won’t happen immediately but feels we need to
have a plan and provide a forum for the public to ask for sidewalks. He has a lot things related to Vision
Zero that he feels the commission should do. He had an email attached to the packet but thinks it’s going
to take more than just stop signs to slow traffic, as most drivers tend to ignore or roll past them. He
agrees with the MUTCD guidelines but there are alternative methods to slow traffic. His email contains a
link to a state document that shows different things to slow down traffic that have been tried, proven, and
failed, such as curb extensions, speed tables, etc. He encouraged commissioners to visit the link and take
a look.
He has two motions he would like to present, the first being to bring in someone from Minneapolis to
speak to the Traffic Commission. There’s also an advisory committee from the University of Minnesota
that would be good to try to bring in. The second motion would be to recommend the City Council
consider those other traffic slowing alternatives at the discussion in April, the document from the state
being one of the items for review.
Ciesynski stated sidewalks are a great idea but as an example, we spent $3 million on a bridge at 49th and
Central Aves for students to use so they would be safe, yet they still cross at the street level where it says
“Do No Cross.” We can have all the sidewalks in the world but if people don’t use them they won’t do any
good. People also continue to jaywalk. Some of the fatalities in Columbia Heights involved pedestrians
wearing dark clothing at night and they couldn’t be seen. As a driver he would feel horrible if he hit
someone he couldn’t see. People need to be diligent with wearing reflective clothing at night so they can
be seen.
Davis advised that the current pedestrian bridge replaced the first one and the reason it was built in the
first place was because a child was killed at the corner. There are no stairs due to ADA compliance making
it a quarter mile long. It’s unfortunate that it did not include stairs for e veryone else because it is a very,
very long bridge. Also, Central Avenue is a MnDOT road and they probably don’t want to stop all traffic.
Davis added that in regard to Hart Blvd, his parents live there and it’s a particularly bad intersection
because of the slope and the curves around it. He thinks the city previously looked at Hart Blvd as a road
that could accommodate a trail. Residents there like to go for walks but there’s only one-half block of 15
Item 2.
City of Columbia Heights MINUTES January 18, 2022
Traffic Commission - Public Hearing Page 5
sidewalk. Historically he thinks that sidewalks have always been left up to the neighborhoods that want or
don’t want them and residents have typically said they don’t want them due to the extra cost of building
the sidewalk. If there is a neighborhood that wants sidewalks that’s fine, but it should be more than a
block or half a block or there’s no benefit, unless you build a network in a certain area if the residents are
in favor of it. But this is something for the City Council to decide. He’s open to discussion.
Finkelson would like to bring someone in from Minneapolis. There is a Minneapolis Vision Zero website
that shows projects they’ve done. One objection he received via email was related to cost. However,
there are bollard-type curb extensions that cost less than $2,000 along with a whole range items. Most of
them are not extremely expensive or permanent. Minneapolis could talk about the projects they’ve done
and the results.
Ciesynski is concerned about snow removal if we put up bollards. Would the snow be hand shoveled or
would the bollards be removed for the winter? Davis agrees; there are already spots Public Works has
trouble getting through with their equipment.
Finkelson advised he can email Minneapolis or the U of M on behalf of the Traffic Commission to see if
someone can come in.
Motion by Finkelson for permission to contact the City of Minneapolis on behalf of the Traffic Commission
and ask a representative to come and discuss Vision Zero at the next meeting. Seconded by Ciesynski .
Motion passed unanimously.
REPORTS
CITY ENGINEER
Items were moved to New Business and have been discussed.
POLICE CHIEF
Captain Markham wanted to touch on administration tickets discussed at the last meeting. The 2- 6 AM
parking tickets are being issued on admin tags. Police were also issuing all other citations with admin tags
but then the state said they couldn’t do this. He just wanted to pass this information along.
He also wanted to advise that he thinks the fatal accident on Hart Blvd mentioned earlier was several years
back and involved someone fleeing the police. The driver went off the road and into the pond, so that one
may not be specifically intersection related. He’ll look into it.
COMMISSIONERS
Finkelson commented on the stop sign request that was denied because the commission followed the
MUTCD guidelines. He feels commissioners denied this request because they thought they had to . The
Traffic Commission only advises the City Council so commissioners should not be afraid to vote for or
against something. Nothing is put into place without City Council approval. Davis recognizes the Traffic
Commission is an advisory to the City Council but his understanding was that their advice had to be
consistent with the guidelines, not just their opinion or what they would like in these types of situations.
Young advised the Traffic Commission can certainly make a recommended motion that does not agree 16
Item 2.
City of Columbia Heights MINUTES January 18, 2022
Traffic Commission - Public Hearing Page 6
with staff’s recommended motion. When this happens it is presented to the City Council as a
recommended motion and then an alternate motion. So if the Traffic Commission passes something that
does not match what staff recommends, both motions are presented to the Cit y Council. However, Young
definitely recommends following the MUTCD guidelines.
The request for stop signs was appealed at the January 10, 2022 council meeting . The City Council did not
take any action on the appeal but requested a map of stop and yield signs throughout the city for their
April work session. Finkelson and Davis feel more information regarding the reason why the request was
denied should have been in the body of the council letter. Finkelson feels the Traffic Commission should
recommend that the City Council take into consideration the different alternatives of speed control
besides stop signs. Davis advised he will look at the email link to get a better idea of what’s effective and if
we can afford to make those changes.
Schluender announced he is resigning as Chair of the Commission. He also suggested that commissioners
discuss the possibility of having the chairperson elected annually. He would like to get this on the agenda
for the next meeting.
Mayor Simula advised she had spoken with Kevin Hansen, City Engineer, regarding 38th Ave and Hart Blvd.
There’s no light by the park and it’s a very dark corner. He advised that when Minneapolis does 37th Ave
they will be performing electrical work and even though this corner is not on 37th Ave, it is on the plan to
be looked at.
She also had a conversation with MnDOT regarding Central Avenue. In 2023 they plan to start putting in
temporary bumpouts. These are plastic objects that cars can run over and they bounce back. MnDOT
puts these out first where they want to direct traffic instead of pouring concrete to see how drivers
respond. This shows if this is a good way for them to be working on Central Ave to slow things down and
make it a better thoroughfare.
Captain Markham advised that he and the City Engineer have a meeting with MnDOT on January 25 th and
they plan to hold a public meeting at the library sometime in February. The meeting will touch on what
the mayor just discussed. This will go back to the Central and University Ave corridor study that was done
a few years back and what MnDOT has been doing to try to remedy some of the problems. The bumpouts
are one of them. The presentation at the library will focus on the projects that they’ve done and future
projects. Captain Markham will be letting everyone know about this as well.
Young advised there is a bumpout on the west side of 39 th Ave for southbound traffic. This is an example
of one spot; staff may try this at other locations. Mayor Simula wanted to clarify that the bumpouts are
more for pedestrian safety versus parking. There’s more of a curb and locations are based on the rapid
bus transit that’s being put in.
ADJOURNMENT
Motioned by Schluender, seconded by Davis to adjourn the meeting at 7:06 p.m. Motion passed
unanimously.
17
Item 2.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT AGENDA
MEETING DATE MARCH 14, 2022
ITEM: Adopt Resolution 20222-29, LELS Labor Agreement.
DEPARTMENT: Administration BY/DATE: Kelli Wick, March 7, 2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
X_Equity and Affordability x_Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
The labor agreement between the City and the Law Enforcement Labor Services (LELS), Local 311 representing
police officers, terminated on December 31, 2021. Negotiations between the City and LELS Local 311 have
resulted in a mutually acceptable labor agreement for calendar years 2022, 2023 and 2024. See Attachment
“A”.
STAFF RECOMMENDATION:
It is recommended that the City Council accept and approve the LELS Officers Labor Agreement for years 2022,
2023 and 2024.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution 2022-29, there being ample copies available to the public.
MOTION: Move to adopt Resolution 2022-29, approving the City of Columbia Heights LELS, Local 311 Labor
Agreement.
ATTACHMENT(S):
Resolution 2022-29
Attachment “A”
18
Item 3.
The City of Columbia Heights reserves the right to add to, modify, delete, and/or change any portion of this proposal at any time throughout the negotiation process.
ATTACHMENT “A”
LELS-POLICE OFFICERS and CITY OF COLUMBIA HEIGHTS
RESPONSE AND PROPOSAL
2/9/2022
1) Article 17 – Insurance
The City proposes the following for insurance:
a. 1/1/22: Increase City Contribution to Single Coverage by $30 to total $985
1/1/22: Increase City Contribution to Family Coverage by $60 to total $1315
b. 1/1/23: Increase City Contribution to Single Coverage by $30 to total $1015
1/1/23: Increase City Contribution to Family Coverage by $60 to total $1375
c. 1/1/24: Increase City Contribution to Single Coverage by $30 to total $1045
1/1/24: Increase City Contribution to Family Coverage by $60 to total $1435
2) Article 13.8 – Compensatory Time
Increase the compensatory time bank maximum to 48 hours from 36 hours.
3) Article 22 – Holidays
The City proposes to allow Juneteenth to be selected as an option instead of Easter or EID Al-Adha
4) Appendix A - Compensation
a. Implement the Compensation Study Grid and 2 Step Plan Attached Herein Effective 1/1/22
b. In addition to the New Grid/Step Plan implement the following COLA:
a. 2.5% effective 1/1/22
b. 2.5% effective 1/1/23
c. 3.25% effective 1/1/24
5) Article 21 – Longevity
Increase in Longevity Pay and reworking of the steps.
o After two (2) years of continuous employment $140.00
o After four (4) years of continuous employment $249.00
o After eight (8) years of continuous employment $398.00
o After twelve (12) years of continuous employment $547.00
o After sixteen (16) years of continuous employment $696.00
6) Appendix A, 2(a) – Position Differential
City agrees to eliminate Corporal position and add Street Crimes and increase the differential from $200/month
to $250/month beginning 1/1/2023.
7) Article 16 – Working Out of Classification, Officer in Charge (OIC)
In the case where no sergeant is on duty due to vacation, sick leave, holiday or other similar off-duty
scheduling, a patrol officer will be scheduled to assume the Officer in Charge (OIC) duties. Eligibility and
19
Item 3.
The City of Columbia Heights reserves the right to add to, modify, delete, and/or change any portion of this proposal at any time throughout the negotiation process.
scheduling of Officers in Charge will be made at the sole determinations of the Chief or Captain and will
not be based solely on seniority. Officer in Charge assignments by the Chief or Captains are not subject
to the grievance process outlined in this Agreement.
When there is no supervisor on duty, the assigned officer will complete documentation for working out
of classification to the nearest quarter hour. A patrol officer assigned to work as Officer in Charge will be
paid at the rate established in Appendix A, 2(c).
8) Article 29 - Duration
The City agrees to a 3 year contract.
20
Item 3.
RESOLUTION NO. 2022-029
A Resolution of the City Council for the City of Columbia Heights, Minnesota, approving a collective
bargaining agreement between the City of Columbia Heights and Law Enforcement Labor Services, Local
#311
Whereas, negotiations have proceeded between Law Enforcement Labor Services (LELS), Local #311,
representing full time Police Officers, and members of the City’s negotiation team; and
Whereas, said negotiations have resulted in a mutually acceptable collective bargaining agreement for
calendar years 2022, 2023 and 2024; and
Whereas, changes to the current agreement are hereby attached as Exhibit A, and a copy of said collective
bargaining agreement is available for inspection at the Office of the City Manager and is made a part hereof by
reference.
Now Therefore Be It Resolved, that the collective bargaining agreement as negotiated, be and is hereby
established as the salary and fringe benefit program for calendar years 20 22, 2023 and 2024 for Law
Enforcement Labor Services, Local #311 bargaining unit employees of the City; and
Be It Further Resolved that the Mayor and City Manager are hereby authorized to execute this collective
bargaining agreement.
Passed this 28th day of February 2022
Offered by:
Seconded by:
Roll Call:
Mayor Amáda Márquez Simula
Sara Ion, City Clerk
21
Item 3.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM:
Resolution 2022-30, Reestablishing Boundaries of Precinct 2 and 7.
DEPARTMENT: Administration BY/DATE: Sara Ion / March 9, 2022
CITY STRATEGY:
_ Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
_Equity and Affordability X Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
At the March 7, 2022, Work Session staff reviewed the updates needed to Precinct 2 and 7 based on the
February 15, 2022 Special Redistricting Panel’s new legislative district boundaries. The City of Columbia
Heights will now be split into two different House Districts: 39A and 39B. Per the Redistricting Panel Precincts
1 through 6 will be in House District 39B, and Precincts 7 through 8 will be in House District 39A.
STAFF RECOMMENDATION:
Staff recommends that Precinct 2 and 7 be updated to reflect the legislative boundaries in the attached maps.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution 2021-105 there being ample copies available to the public.
MOTION: Move to adopt Resolution 2021-105, updating Precinct and Polling Locations for the 2022 Election
Year.
ATTACHMENT:
Resolution 2022-30
Columbia Heights and Hilltop Redistricting Map with Census Information
Proposed 2022 Precinct Map
22
Item 4.
RESOLUTION # 2022-30
Resolution of the City Council for the City of Columbia Heights, Minnesota, Re Establishing Precinct and Polling
locations for the 2022 Election Year.
WHEREAS, the legislature of the State of Minnesota has been redistricted; and
WHEREAS, Minnesota Statute section 204B.14, subd. 3 (d) requires that precinct boundaries must be
reestablished within 60 days of when the legislature has been redistricted or at least 19 w eeks before the
state primary election, whichever comes first;
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Columbia Heights, County of Anoka,
State of Minnesota hereby reestablishes the boundaries of the voting precincts and polling places as follows:
Precinct 1 John P. Murzyn Hall 530 Mill St NE
Precinct 2 Greater Life Tabernacle 4000 Quincy St NE
Precinct 3 Columbia Heights Library 3939 Central Ave NE
Precinct 4 Highland Elementary School 1500 49th Ave NE
Precinct 5 First Lutheran Church 1555 40th Ave NE
Precinct 6 Highland Center 1500 49th Ave NE
Precinct 7 Valley View Elementary School 800 49th Ave NE
Precinct 8 Christ Life Church 4555 University Ave NE
Attached to this resolution, for illustrative purposes, is a map showing said precincts and the location of each
polling place.
Be it further resolved, that the Columbia Heights City Council directs the Clerk to make all necessary
notifications and preparations for elections held in 2022 as required by MN Statute, Rule and Administrative
Policy of the City.
ORDER OF COUNCIL
Passed this 14th day of March, 2022
Offered by:
Seconded by:
Roll Call:
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
23
Item 4.
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FridleyW1 P42444
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Columbia Heights P-72553
ColumbiaHeights P-82428
ColumbiaHeights P-61751ColumbiaHeights P-43519Hilltop P-1958
Columbia Heights P-52518
ColumbiaHeights P-22869ColumbiaHeights P-13750
Columbia Heights P-32585
HILLTOP
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Feb. 16, 2022
24
Item 4.
�COLUMBIA �-HEIGHTS-
POLLING LOCATIONS
Precinct 1: John P. Murzyn Hall, 530 Mill St. NE
Precinct 2: Greater Life Tabernacle, 4000 Quincy St. NE
Precinct 3: Columbia Heights Library, 3939 Central Ave. NE
Precinct 4: Highland Elementary School, 1500 49th Ave. NE
Precinct 5: First Lutheran Church, 1555 40th Ave. NE
Precinct 6: Hylander Center- 1300 49th Ave. NE
Precinct 7: Valley View Elementary School, 800 49th Ave. NE
Precinct 8: ChristLife Church, 4555 University Ave. NE
Poll location may be outside of the corresponding precinct boundary. Visit pollfinder.sos.state.mn. us if you are unsure of your poll location:
Map Date: 3/1/2022
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25
Item 4.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM: Resolution 2022-36, Increasing the 2022 Budgets of the Governmental Equipment Fund, The
Information Technology Fund, and Governmental Buildings Fund.
DEPARTMENT: Finance BY/DATE: J. Kloiber, Finance Director /March 9, 2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
X Safe Community _ Diverse, Welcoming “Small-Town” Feel
_ Economic Strength _ Excellent Housing/Neighborhoods
_ Equity and Affordability X Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND: Due to the long process for adopting the annual City budget each year, various mid-year
amendments to the initial budget are commonly required. The attached resolution combines three such
circumstances into a single “housekeeping” budget amendment:
A. A new fire truck was included in the 2021 budget. During the year-long custom build of this truck, a
series of change orders increasing and decreasing various elements of the initial design resulted in a
net change order of $10,000 or 1.6% over the initial budget of $640,000. In addition, after obtaining
multiple quotes for the related loose equipment for this vehicle, the most favorable equipment
proposals were $5,000 or 10% over the initial budget of $50,000 for the loose equipment.
B. Certain IT upgrades included in the 2021 budget as part of the City’s Five-Year Technology Plan
previously reviewed with the city council could not be completed in 2021 due to staffing. The attached
resolution carries over the resulting unused IT budget of $71,000 from 2021 to complete these
upgrades in 2022.
These upgrades include, among other things, installing the most recent version of the Microsoft Office
suite on all City computers. This Microsoft subscription is partially funded by a $50 per user charge
within each City department’s 2021 budget, and a $100 per user charge within each City department’s
2022 budget. The attached resolution transfers the unused 2021 user charges, totaling $9,000; to the
2022 IT budget from the prior year fund balance of each of the applicable City Funds as shown on
Exhibit A attached to the resolution.
C. Through various meetings over recent months, the City Council has reached a consensus in support of
a staff proposal to seek bids to add security fencing to the Public Safety Center. The attached
resolution transfers $400,000 of prior years’ fund balance from the General Fund to this fencing
project. This amount is attributable to the unspent portions of the Police department operating
budgets for 2020 and 2021. $380,000 of this project will be recognized in the Governmental Building
Fund for the permanent fencing portion of the project, and $20,000 will be recognized in the
Governmental Equipment Fund for the movable fencing portion of the project.
26
Item 5.
City of Columbia Heights - Council Letter Page 2
Note that the attached resolution only amends the budget. Motions to award contracts to specific vendors for
these activities are not included in the attached resolution. Those contract awards will be, or have been,
included on agendas for other meetings.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution 2022-36, there being ample copies available to the public.
MOTION: Move to adopt Resolution 2022-36, being a resolution appropriating prior year fund balance to
increase the 2022 budgets of the Governmental Equipment Fund, the Information Technology Fund, and the
Governmental Buildings Fund, for certain purposes reviewed with the City Council, in the amounts shown.
ATTACHMENTS:
Resolution 2022-36
27
Item 5.
RESOLUTION NO. 2022-36
INCREASING THE 2022 BUDGETS OF THE GOVERNMENTAL EQUIPMENT FUND, THE INFORMATION
TECHNOLOGY FUND, AND THE GOVERNMENTAL BUILDINGS FUND
WHEREAS, the City Council of the City of Columbia Heights adopted an initial 2022 budget on December 13th
2021, as required by the city charter and Minnesota statue; and
Section A
WHEREAS, the actual 2022 costs for certain budgeted fire equipment are now moderately higher than the
estimates used in preparing the initial 2022 budget; and
WHEREAS, the available fund balance in the Governmental Equipment Fund is sufficient to fund this routine
difference between the actual and estimated costs of the equipment; and
Section B
WHEREAS, certain information technology upgrades included in the City of Columbia Heights 2021 budget
could not be completed during the 2021 fiscal year, creating unused surplus in both the Information
Technology Fund and in the City Funds listed in Exhibit A to this resolution; and
WHEREAS, these information technology upgrades were not included in the initial 2022 budget; and
WHEREAS, the City Council of the City of Columbia Heights has determined that it is in the City’s interest to
complete these information technology upgrades in 2022; and
Section C
WHEREAS, the City Council of the City of Columbia Heights has determined that it is in the City’s interest to
construct certain fencing in 2022 for security improvements to the Public Safety Center; and
WHEREAS, this fencing was not included in the initial 2022 budget; and
WHEREAS, the actual cost of Police department operations in the 2020 and 2021 fiscal years was less than
budgeted, creating sufficient General Fund surplus to fund this fencing project;
Section D
NOW, THEREFORE, BE IT RESOLVED that the 2022 City of Columbia Heights’ budget is amended to appropriate
prior year fund balance to increase the 2022 budgets of the Governmental Equipment Fund, the Information
Technology Fund, and the Governmental Buildings Fund, for the purposes listed above, in the amounts shown
below:
Governmental Equipment Fund $35,000 (including $20,000 transferred from the General Fund)
Information Technology Fund $80,000 (including $9,000 transferred per attached Exhibit A)
Governmental Buildings Fund $380,000 (including $380,000 transferred from the General Fund)
28
Item 5.
Passed this 14th day of March, 2022
Offered by:
Seconded by:
Roll Call:
_________________________________
Mayor Amáda Márquez Simula
__________________________________
Kelli Bourgeois, City Manager
29
Item 5.
Microsoft Office Update
Departments Microsoft Initial Cost Dept
Office Users Per User Totals
Mayor Council 101-41110-2011 5 $50 $250
City Manager 101-41320-2011 8 $50 $400
Finance 101-41510-2011 11 $50 $550
Police 101-42100-2011 43 $50 $2,150
Fire 101-42200-2011 34 $50 $1,700
Recreation 101-45000-2011 2 $50 $100
Murzyn Hall 101-45129-2011 6 $50 $300
Protective Inspect 201-42400-2011 2 $50 $100
Com Dev Admin 204-46314-2011 4 $50 $200
Library 240-45500-2011 14 $50 $700
Top Valu 1 609-49791-2011 8 $50 $400
Top Valu 2 609-49792-2011 3 $50 $150
Top Valu 3 609-49793-2011 3 $50 $150
Information Sys 702-49980-2011 6 $50 $300
Engineering 101-43100-2011 13 $50 $650
Streets 101-43121-2011 6 $50 $300
Parks 101-45200-2011 2 $50 $100
Water Distribution 601-49430-2011 4 $50 $200
Sewer Collection 602-49450-2011 4 $50 $200
Central Garage 701-49950-2011 2 $50 $100
Totals 180 $9,000
City of Columbia Heights
Budget Preparation 2021
30
Item 5.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM: Consideration of Resolution 2022-37. Amending the City Fee Schedule to reflect the elimination
of the rental fee to borrow a new DVD.
DEPARTMENT: Library BY/DATE: Renee Dougherty / March 7, 2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
X Equity and Affordability X Strong Infrastructure/Public Services
X Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND (AND DEFINITIONS):
The Columbia Heights and Anoka County Libraries have been charging a $1 rental fee to borrow a new DVD,
defined as less than one year old. The rental fee is considered a sale under Minnesota law and taxes are
calculated and paid on rental fees collected. After the first year the DVD is reclassified and borrowing is free.
On February 28, 2022, the Anoka County Library Board passed a resolution to end the rental fee on new DVDs
effective April 1, 2022.
The Columbia Heights Library Board considered the recommendation on March 2, 2022, and recommends that
the Council revise the city fee schedule to reflect the discontinuation of the new DVD rental fee at the Library
for the following reasons:
Fees collected for rental DVDs have been in decline over the last five years; dropping from $1,319 in
2017 to $331 in 2021.
In addition to sales tax paid, the accounting costs to calculate and submit the taxes, and the labor cost
to re-label and reclassify DVDs after one year reduces actual revenue netted from the rental fee.
Charging rental fees to borrow physical DVDs is not consistent when library cardholders can digitally
stream films and video content on Kanopy at no cost.
County research indicates that circulation of DVDs increases when rental fees are removed.
The cost of acquiring DVD has decreased significantly since it was originally added to library collections.
At that time rental fees were seen as a way of augmenting budgets in order to add a new format.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution 2022-37, there being ample copies available to the
public.
MOTION: Amend the City Fee Schedule to reflect the elimination of the rental fee to borrow a new DVD
effective April 1, 2022.
ATTACHMENT(S):
31
Item 6.
City of Columbia Heights - Council Letter Page 2
Resolution 2022-37
Revised Fee Schedule
32
Item 6.
RESOLUTION NO. 2022-37
RESOLUTION APPROVING THE CITY OF COLUMBIA HEIGHTS FEE SCHEDULE
BE IT RESOLVED BY the City Council (the “Council”) for the City of Columbia Heights, Minnesota (the “City”) as
follows:
WHEREAS, certain fees are associated within the various city departments; and
WHEREAS, occasionally, fees are evaluated and adjusted based on comparable area rates as well as staff time
used for processing and evaluating requests; and
WHEREAS, the passage of this Resolution will update the comprehensive city-wide fee schedule.
NOW, THEREFORE BE IT RESOLVED that the City Council hereby adopts the attached City of Columbia Heights
Fee Schedule, which will take effect April 1st, 2022.
ORDER OF COUNCIL
Passed this 14th day of March, 2022
Offered by:
Seconded by:
Roll Call:
_________________________________
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
33
Item 6.
The City of Columbia Heights Fee Schedule
Adopted ____________, 2022
DRAFT
34
Item 6.
City of Columbia Heights Fee Register
ADMINISTRATION/GENERAL
DATA PRACTICES REQUEST FEES
Paper Copies/Documents (100 pages or fewer of 8.5 x 11 or 8.5 x 14)*.25/copy; .50/2 sided
Special requests from public for information (electronic or more than 100 pages)*Hourly wage of lowest paid employee able to retrieve/copy data plus copying, materials and mailing costs
*Waived if the total cost is under $5.00
Library copier .10 per black and white copy; .50 per color copy
Copy of City Charter $5
City Code‐Book (unbound) $100
City Code‐Chapter $15
Copy of meeting‐ CD, DVD or flash drive $20
COMMUNITY DEVELOPMENT
Comprehensive Plan $10
Multiple Dwelling List .50 for 1st Copy
.25 for each additional copy
Appeal $200
Comprehensive Plan Amendment $1,000
Conditional Use Permit (Residential) $250
Conditional Use Permit (All Others) $500
Site Plan (Under 1 acre) $500
Site Plan (1 acre and Over) $1,000
Preliminary Plat $1,000
Final Plat Included w/prelim plat fee
Interim Use $250
Minor Subdivision (Lot Split)$275
Vacation $150
Variance (Residential) $250
Variance (All Others) $500
Zoning Amendment $1,000
Zoning Letter $75
BUSINESS LICENSE FEES
Arcades/Amusement Centers
($5,000 Bond/$100 Inv. Fee) (PD)$500
Auto Recycling Dealer/Junk Yard $500
($10,000 Surety Bond) PD,FD, ZA
Beer Sales
On Sale ($250 Inv. Fee 1st time application)$400
Off Sale ($250 Inv. Fee 1st time application) Formerly $150 $200
Merchants & Brewers $200
Temporary Beer (per day basis)$100
($250 Investigation Fee)
Brewer Taprooms & Brew Pubs (On Sale)
($250 Investigation Fee 1st time Applicant)
Brewers manuf. Less than 2,000 barrels/yr.$150
Brewers manuf. 2,000‐3,500 barrels/yr.$500
Brewers manuf. 3,500+ barrels/yr.$4,000
Carnivals $50/day
($500 deposit & insurance)
Christmas Tree Sales $50
($200 Clean‐up Deposit)
Contractor’s License/Registration*
(Bond and Insurance Required)
Building –Commercial Projects (not licensed by State)$80
Blacktop $80
Excavator $80
Updated March 2022
35
Item 6.
City of Columbia Heights Fee Register
Masonry/Concrete $80
Moving $80
Demolition $80
Plaster/Stucco $80
Heating/Cooling $80
Sign Installation $80
*City contractor licenese may only be issued to contractors who are not required to be licensed
by the State
Courtesy Benches $25/each
(Insurance Required)
Exhibition/Convention/Shows/Expos
($5,000 Bond)
First Day $50
Each Additional Day $10
Food Truck Registration Fee $100
Games of Skill $15/Location, Plus $15/machine
Kennels $50
Each additional cage $10
Massage Therapist, Business $500
($250 Inv. Fee)
Massage Therapy, Individual $100
($250 Inv. Fee)
Motor Vehicle Fuel Dispensing Stations
First Metering Device $50
Each Additional Metering Device $10
L.P. Gas per Metering Device $50
Motor Vehicle Rental/Leasing
New Application $75
Renewal Application $50
Motor Vehicle Sales (New & Used)$300
Pawnbroker $12,000
($5,000 Bond/$100 Inv. Fee)
Peddlers/Solicitors & Transient Merchant
Itinerant Hawker/Peddler $50/day; $100/mo.; $500/yr.
Transient Merchant $50/day; $100/mo.; $500/yr.
Pet Shop $50
Pool/Billiard Hall $100
($100 Inv. Fee)
Popcorn, Candy, Food Catering Vehicles $50
(Insurance ‐ Public & Vehicle Liability)
Precious Metal Dealers
($5,000 Bond, $100 Inv. Fee)
New Applicant $300
Renewal $200
Secondhand Merchant Business $100
($5,000 Bond, $100 Inv. Fee)
Sexually Oriented/Adult Business $10,000
(Inv. Fee $500‐$10,000)
Updated March 2022
36
Item 6.
City of Columbia Heights Fee Register
Tobacco Sales
Accessory Sales $500
Smoke Shop (no indoor sampling) $500
Smoke Shop (indoor sampling) $1,000
Tree Removal & Treatment $80
(Insurance Required)
LIQUOR LICENSING FEE
Intoxicating Liquor Sales
Class A (Inv. Fee $500‐$2000) $8,000
Class B (Inv. Fee $500‐$2000) $6,500
Class C (Inv. Fee $500‐$2000) $6,500
Class D (Inv. Fee $500‐$2000) $8,000
Class E (Inv. Fee $500‐$2000) $5,500
On Sale Wine (Inv. Fee $500‐$2000) $1,200/$2,000
($1,200 for restaurants w/ seats 25‐74: $2,000 for seats 75+)
Sunday On‐Sale Liquor $200
Temporary On‐Sale (Inv. Fee $500‐$2000) $ 100/day
2:00 am Closing Time Adopted in June 2017 $300
Club On‐Sale Liquor Per membership
(Inv. Fee $500‐$2000)
1 to 200 members $300
201 to 500 members $500
501 to 1,000 members $650
1,001 to 2,000 members $800
2,001 to 4,000 members $1,000
4,001 to 6,000 members $2,000
Over 6,000 members $3,000
BUILDING PERMITS, FIRE ALARM SYSEMS, AND FIRE SUPPRESSION SYSTEM FEES
Total Valuation Fee
$1.00 to $500.00 $65.00 minimum
$501.00 to $2,000.00 $65.00 for the first $500.00, plus $3.70 for each additional $100.00 or fraction thereon, to and including $2,000.00
$2,001.00 to $25,000.00 $107 for the first $2,000.00, plus $17.50 for each additional $1,000.00 or fraction thereof, to and including $50,000.00
$25.001.00 to $50,000.00 $510.00 for the first $25,000, plus $13.40 for each additional $1,000.00 or fraction thereof, to an including $50,000
$50,001.00 to $100,000.00 $845.00 for the first $50,000.00, plus $9.15 for each additional $1,000.00 or fraction thereof, to and including $100,000.00
$100,001.00 to $500,000.00 $1,302.50 for the first $100,000.00, plus $6.18 or each additional $1,000.00 or fraction thereof, to and including $500,000.00
$500,001.00 to $1,000,000.00 $4,262.50 for the first $500,000.00 plus $6.18 for each additional $1,000.00 or fraction thereof, to and including $1,000.000.00
$1,000,001.00 and up $7,352.50 for the first $1,000,000.00, plus $4.80 for each additional $1,000.00 or fraction thereof
Plan Review Fees‐ 65% of Permit Fees
Surcharge‐ As mandated by State of Minnesota
BUILDING PERMIT FIXED FEE
Residential roofing replacement $160 + Surcharge
Residential roofing repair (limited to 300sq.ft.)$120 + Surcharge
Residential roofing multi‐family (townhomes)$70 per unit + Surcharge
Residential siding replacement $160 + Surcharge
Residential siding repair (limited to one side/elevation of the house)$120 + Surcharge
Residential siding and roofing combined $300 + Surcharge
Residential siding multi‐family (townhomes)$70 per unit + Surcharge
Residential windows $160 + Surcharge
Residential roofing, windows, and siding combined $450 + Surcharge
HEATING/COOLING PERMIT FEES
Minimum permit fee $65 + surcharge
Fireplace $75 + Surcharge
Furnace and/or AC $75 + Surcharge
Updated March 2022
37
Item 6.
City of Columbia Heights Fee Register
Boiler (also requires backflow preventer permit)$75 + Surcharge
All other plumbing fees to remain with a minimum fee of $65 applied to all permit applications.
Fees for Residential Mechanical Permits shall be calculated as follows on a per unit basis, with a minimum permit fee of $65.00. Surcharges shall be collected as mandated by the State.
Air to Air Exchanger $15
Chimney liner $10
Ductwork $10
Gas Dryer $10
Gas Piping $10
Gas Range/Oven $10
Gas Grill $10
Pool Heater $10
PLUMBING/GAS PIPING PERMITS
PLUMBING PERMIT FEES/GAS PIPING PERMITS
Residential Permit Fees shall be computed on the basis of the number of fixtures provided for in the permit in accordance with the following schedule
Residential is defined as single family, two family dwelling, townhouse unit and multi‐family unit.
Fees for Group “A” fixtures at $10.00 each with a minimum fee of $65.00
bathtub laundry tray washer
bidet lavatory gas piping
dryer shower water supply‐inside
dishwasher sink sewer repair‐inside
floor drain water closet water supply‐outside
pool heater
Minimum permit fee $65 + Surcharge
Water heater $65 + Surcharge
Water softener $65 + Surcharge
Backflow preventer $65 + Surcharge
All other plumbing fees to remain with a minimum fee of $65 applied to all permit applications.
Surcharges shall be collected as mandated by the State.
SEWER/WATER PERMITS
WATER METER PERMITS
DEMOLITION PERMITS
Permit fees and surcharges will be based on same schedule as for Building Permits, based on the cost of the job.
MOVING PERMITS
Fees for Commercial/Industrial/Institutional Mechanical Permits will be based on total cost of work calculated by using the Building Permit Fee Schedule. The total cost of work shall
include all labor and materials supplied by the contractor. The minimum Permit fee shall be $65.00. The surcharge shall be calculated as mandated by the State.
Fees for Commercial/ Industrial/Institutional Plumbing
Installations/Repairs will be based on the total cost of the work calculated
by using the Building Permit Fee Schedule. The total cost of the work shall
include all labor and materials supplied by the Contractor. The Minimum
Fee shall be $65.00. The surcharge shall be calculated as mandated by
the State.
Permits will be required for all installation, alterations, repairs of any domestic water or sewer lines, commercial water/sewer lines or any water line to be used for fire suppression systems. For
any job requiring City crews to make a water or sewer tap, the Contractor must provide an OSHA approved trench box before City Crews will perform tapping operations. Fees will be $35.00
plus parts and tax when applicable. Surcharges shall be collected as mandated by the State.
The fees collected for the installation of water meters for
residential, commercial, industrial, institutional installations
will be calculated at 15% over the cost of the meter, plus sales
tax. No surcharge will be collected.
Fees for the moving or raising of any minor building such as a utility building or garage will be calculated at a fee of $50.00 per structure. Fees for the moving or raising of all other building will be calculated at a fee of $100
per structure. Permits will be required if passing through the City off of US Highways or County streets. Fees shall be calculated at $50 per structure.
Updated March 2022
38
Item 6.
City of Columbia Heights Fee Register
INSTALLATION/REMOVAL of FLAMMABLE/COMBUSTIBLE STORAGE TANKS and LP GAS TANKS
STREET EXCAVATION/DUMPSTER PERMITS
ADDITIONAL FEES
Inspections for which no fee is specifically indicated $65.00 per hour (minimum 1 hour)
Inspections outside normal business hours $92.00 per hour (minimum 1 hour)
Reinspection fee:$32.50 for the first and $65 for each inspection thereafter
Reinstate expired permit ½ the permit fee
Business use certificate of occupancy $120.00 to meet on site with the fire department. One reinspection included. Additional inspections see fee schedule for reinspection fee
Investigation fee Up to but not to exceed the permit fee.
Initial Rental Inspection Fee:$160.00 for single‐family dwellings. $320 for two‐family dwellings. $320.00 plus $25.00 for each unit over 2 rental units for multiple‐family dwellings.
No initial rental inspection fee for new construction of two‐family and multiple‐family residential dwellings.
PERMIT REFUND POLICY
ECONOMIC DEVELOPMENT
Proposal Consideration $100
Single Family Home Lot Sales Program Application $50
Tax Exempt Conduit Revenue Bond Application $1,000
Escrow Deposit $10,000
Tax Increment Financing Application $1,000
Escrow Deposit $10,000
Legal or Financial Consultant Review Escrow Deposit $3,000
FINANCE
Abandoned account fee $1 per month
Convenience fee for payments by telephone for Water, Sewer, and Refuse Bills $3 per transaction
Convenience fee for customer deposits made by debit card, credit card, or paypal The deposit amount multiplied by 3%
FIRE
RENTAL LICENSING FEES
Rental property license ‐ 1 thru 3 units $300 per building
Rental property license – over 3 units $250 per building plus $22 per unit
Family Exempt properties $75 per bldg
License Reinstatement after Revocation/Suspension Five times annual license fee
License Transfer Fee $25.00
Licensing Late Fee $150.00
Reinspection Fee $150.00 per inspection
ABATEMENT FEES
Immediate Abatement Administrative Fee $75.00 per abatement
Abatement Administrative Fee $200.00 per abatement
FIRE DEPARTMENT SERVICE CHARGES
Engine Refer to DNR Fee Schedule
Ladder Truck Refer to DNR Fee Schedule
Rescue Truck Crew of 3 Refer to DNR Fee Schedule
Ambulance Crew of 3 Refer to DNR Fee Schedule
Any Other Aparatus Refer to the DNR Fee Schedule
Fire Watch Actual Cost
p qpgg y gy y $p
Fees for the installation, removal, or alteration of any above ground or below ground storage tanks or LP tanks will be calculated at $35.00 per tank. All installations must be approved by the
State Fire Marshall and the local Fire Department.
Permits are obtained at the Public Works Department. Fees will be charged for the permits, but no surcharge is collected.
The Building Official may authorize refunding of not more than 80 percent of the permit fee paid when no work has been done under a permit issued in accordance with this code. The Building Official may also authorize refunding of not
*Please Note: The unused amount of an escrow deposit will be refunded upon the completion of legal or financial consultant services. If additional expenses are incurred beyond the amount of the escrow deposit, an
Updated March 2022
39
Item 6.
City of Columbia Heights Fee Register
REPEAT NUISANCE CALL SERVICE FEES
Repeat False Smote of Fire Alarms: 3rd Event $250
Repeat False Smote of Fire Alarms: 4+ Events $350
FIRE PERMITS
Recreational Fire Permit:
Daily (up to 9 per year) $0.00
Annual $25.00
Festival Bonfire $200.00
Permit Burn (requires Council approval) $500.00
Explosives:
Operational permit required for the manufacture, storage, handling, sale or use of any quantity
(Permits obtained by State Fire Marshal )
Fireworks:
Outdoor fireworks displays by State certified operator.$50.00
Fireworks sales in existing retail establishments. $0.00
Fireworks stands or tent sales. (NFPA 1124) $200.00
Fire Code Operational Permits $200.00
Operational Permits as set forth in Section 105.6
NEW CONSTRUCTION/ MODIFICATIONS/FIRE PLAN REVIEW:
For all occupancies with the exception of detached one‐ and two‐family dwellings.
Structures:
New construction/modification fire review fee. $75.00
Automatic Fire‐Extinguishing Systems:
New construction/modification fire review fee. $90.00
Fire Alarm and Detection Systems and Related Equipment:
New construction/modification fire review fee. $75.00
Fire Pumps and Related Equipment:
New construction/modification fire review fee. If part of an automatic fire‐extinguishing system
review no separate fee will be charged.
$50.00
Standpipe Systems: $50.00
Spray Rooms, Dip Tanks, or Paint Booths: $50.00
LP Gas:
Exterior installations only: Plan review and inspections to be conducted by Fire Department.
$180.00
Interior installations only: New construction/modification fire review fee.$90.00
Flammable & Combustible Liquids: $90.00
New construction/modification fire review fee.
(includes tank installations & removals)
Hazardous Materials: $90.00
New construction/modification fire review fee.
Temporary Membrane Structures, Tents and Canopies:
Less than 180 days: Plan review and inspections to be conducted by Fire Department.$90.00
Under a Conditional Use Permit. $50.00
Greater than 180 days: New construction/modification fire review fee.$50.00
LIBRARY
Video rental (for feature films less than 2 years old)$1.00 (21‐day loan period)
Updated March 2022
40
Item 6.
City of Columbia Heights Fee Register
Replacement library card $2.00
Out‐of‐State/Non‐resident library card $60.00 (annually)
Earbuds $5.00
Flash Drive $5.00
Hardcover adult sale book $1.00
Trade/Oversize paperback sale book $0.75
Mass Market paperback sale book $0.50
Children’s hardcover sale book $1.00
Children’s paperback sale book $0.25
Sale DVD $1.00
Sale audiobook $2.00
Sale audio CD $1.00
Print/Copy (black and white) $0.10
Print/Copy (color)$0.50
Misc.Variable
Dishonored check fee $30.00
Replacement of lost or damaged materials Discounted cost of item plus a $8.00 processing charge for print
material or a $10.00 processing charge for media material.
Magazines = $6.00 or list price if higher
Barcode $0.50 (charged if 5 or more barcodes are missing or damaged.)
RFID tag $0.25 (charged if 5 or more tags are missing or damaged.)
Book Jacket $0.50 (charged if 3 or more are missing or damaged)
Compact disc Jewel case (CD)$0.75
CD book case (up to 10 in a case)$2.50
CD book case (11‐24/case)$5.00
CD book case (25+/case)$15.00
DVD case (1‐4 in case)$1.00
DVD case (5+/case)$2.50
Compact disc or DVD insert (1 page)$1.00
Compact disc or DVD insert (multiple pages)$3.00
Referral to Collection Agency $12.00
Community Room Rental $25.00 per hour
POLICE
False alarm response by police
Third in calendar year $50.00
Fourth in calendar year $75.00
Fifth and any subsequent in a calendar year $100.00
No parking 2 a.m. to 6 a.m.$25.00
No parking April 1 to May 1 when there is 3 ½ inches of snow or more on the streets $25.00
Copies of Reports $.25 per page
Report on an Address or Person $5.00
Administrative Vehicle Impound Fee $35.00
Administrative Animal Impound Fee $8.00
Dog Impound (per day)$26.00
Cat Impound (per day)$24.00
Digital Photos $5.00
Copy of Color Photos $5.00 for 1st page, $1 each additional page
Audio/Video CD $15.00
Letter of Good Standing $10.00
Weekly Accident Report $5.00
Admin Parking/Moving Violations Varies
Repeat Nuisance Call Service Fee $250 plus add'l fees for excess costs
No Trespassing Signs (yellow)$4/each
Dangerous Dog Registration (annual)$50.00
PUBLIC WORKS
Updated March 2022
41
Item 6.
City of Columbia Heights Fee Register
Right of Way Permits
Annual Registration for Utility Companies $75.00
Small Cell $850.00 per site
Street Excavation $150.00 per Street Penetration
Trench or Boring $150.00 plus $.25 per Lineal Foot of Trench
Boulevard Excavation $50.00 per Boulevard Disturbance
Non‐Excavation (Obstruction) $50.00 plus $.05 per Lineal Foot
Extension $35.00 plus $15.00 per Week Extension
Penalty Two (2) times the amount of the Standard Permit
Degradation*To be calculated by City (see below for estimates)
Resident Boulevard Excavation $35.00
Resident Boulevard Excavation Deposit $750.00
Resident Driveway Apron/Curb and Gutter Deposit $750.00
Senior Excavation Permit (over 62 years old) $35.00 per Excavation
Sidewalk by Property Owners
Senior Sidewalk (over 62 years old)$20.00
Property Owner Sidewalk $40.00
Due to the difficulty in determining the possible scope of some projects, the City will only be
able to provide an estimate of the degradation fee when a permit is issued. The City Right‐of‐
Way inspector will calculate the degradation fee after the complete scope of work is
determined.
HOLE (Maximum length=street width) TRENCH
($2.25 x street width x length) +
($3.75 x lane width x hole length)
($2.00 x lane width x length) +
($3.00 x lane width x hole length)$3.00 x # of lanes x
lane width x length
$2.75 x (hole width + 4 feet) x
(hole length +4 feet)$2.75 x (trench width
+ 4 feet) x length
Street to be reconstructed in next two (2) years $2.00 x (hole width) x (hole length)$2.00 x trench width
x length
HOLE TRENCH
($3.00 x street width x length) +
($4.50 x lane width x hole length)
Existing Street‐ 5 years old to ($2.75 x lane width x length) +
20 years old ($4.25 x lane width x hole length)
Degradation Fee Estimates for Bituminous Street:
*Degradation
($3.00 x street width
x length) + ($4.50 x #
of lanes x lane width
x lengths
$3.75 x # of lanes x
lane width x length
New Street ‐ 0 to 5 Years
($2.25 x street width
x length) + ($3.75 x #
of lanes x lane width
x lengths)
Existing Street ‐ 5 years old to 20 years old
Existing Street ‐ over 20 years old
Degradation Fee Estimates for Concrete Street:
New Street‐0 to 5 Years
Updated March 2022
42
Item 6.
City of Columbia Heights Fee Register
$3.75 x (hole width + 4 feet) x
(hole length +4 feet)
Street to be reconstructed in next 2 years $3.25 x (hole width) x (hole length)$3.25 x trench width
x length
Street Obstruction Permit
Street Obstruction Permit (Valid for 30 days) $30.00
Extension Fee $15.00 per week
Flasher Deposit $150.00
Load Limit Permit
Load limit permit required for spring weight restrictions N/C
Water Hydrant Meter Rentals
5/8" Water Meter $200.00
2‐1/2 Water Meter with 2" RPZ Backflow Preventer $2,500.00
Special Assessment Search
Basic special assessment search $25.00
Additional information $15.00
Engineering Copy Requests
AsBuilts $2.50 per sheet
Plotter Copies (22" x 34" or 24" x 36") $15.00 each
Regular Photocopies (8‐1/2 x 11, 8‐1/2 X 14, 11 x 17) $ .25 each
Maps
Full color city map, zoning map or parks map $15.00
Shaded Relief Map (36" x 36") $15.00
Standard Address Map $20.00
Large Address Map $30.00
Utility Maps (watermain, sanitary sewer, storm sewer) (36" by 28") $20.00
Property Only (Urban) 1/2 Section (22" x 34") $15.00
Property & Planimetric (Urban) 1/2 Section (22" x 34") $25.00
Property, Planimetric & Contours (Urban) 1/2 Section (22" by 34") $50.00
Color Aerial Photo (Urban) 1/2 Section (22" x 34") $30.00
Special Request (See City Engineer) $15.00 plus $50/hour ($25.00 minimum)
GIS Data Requests (Digital Data)
Planimetric & Contours $15.00 plus $50/hour ($25.00 minimum)
CD ROM $12.00
Notary N/C
RECREATION
RENTAL INFORMATION 2022 RATES 2023 RATES
(Sun ‐ Fri) (Saturday) (Sun ‐ Fri) (Saturday)
Hall/Kitchen/LaBelle Lounge w/Tax $1,134.46 $1,801.11 $1,236.56 $2,017.24
Hall/Kitchen/LaBelle Lounge $1,059.01 $1,681.32 $1,159.01 $1,881.32
Hall $810.80 $1,274.30 $891.80 $1,414.47
LaBelle Lounge $244.97 $341.71 $264.53 $382.72
Gauvitte, Prestemon, Edgemoor, or Keyes Room $193.05 $221.38 $210.42 $247.95
Senior Center or Maithaire/McKenna Room $275.78 $323.55 $300.60 $362.38
Down Payment (non‐refundable) $500 / $100 $500 / $100 $500/$100 $500 /$100
Damage Deposit (refundable) $500 / $250 $500 / $250 $500/$250 $500/$250
Existing Street – over 20 years old $3.75 x (trench width
+ 4 feet) x length
Updated March 2022
43
Item 6.
City of Columbia Heights Fee Register
Security Officer Deposit $250 $250 $250 $250
Security Officer hourly rate $35 $35 $35 $35
Pop/CO2 Charge $100/$150/$200 $100/$150/$200
Early Entry Fee *Preapproved* $60 $60 $60 $60
Custodial Charge per hour $30 $30 $30 $30
Events Lasting 2 hours or less 50% N/A 50% N/A
Events Lasting 4 hours or less 25% N/A 25% N/A
Heights Resident Discount** 25% 25% 25% 25%
PARK RENTAL FEES w/tax included
Resident $50
Non‐Resident $150
Large groups 100+ people $125
EVENT WAGON $45
BALLFIELD RENTAL $40 per day or $10 per hr
GARDEN PLOTS $25
All rental rates, fees, and deposits are subject to State Sales Tax.
All JPM rentals end at 1:00 a.m. An $80 plus tax late fee will be assessed every 30 minutes. Saturday/Sunday rental time: 12:00 noon ‐ 1:00 a.m. Friday rental time: 9:00 a.m. ‐ 1:00 a.m. A storage fee of $100 will be charged
for items left in the building outside of rental time. Single room rentals have a maximum rental time of 7 hours.
Linen and Napkin rental is available upon request. 2022 Prices are as follows:
White or Ivory Linens $7.00 per hall table (60" rounds and 8' x 2 1/2' banquet tables) Tax additional $3.50 per bar table .70 per napkin (various colors available)
White Melamine Dinnerware, Silverware and Plastic Tumblers are available for a rental fee of $50 plus tax per rental.
Saturday rentals may decorate Friday before their event from 9:00 am ‐ 4:30 pm for a $150 fee. This reservation can only be made if the hall is available within 3 weeks of the rental date.
Updated March 2022
44
Item 6.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE 3/14/2022
ITEM: Award Contract for Fiberoptic Plant Installation
DEPARTMENT: Information Technology BY/DATE: 3/9/2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
X_Economic Strength _Excellent Housing/Neighborhoods
_Equity and Affordability X_Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
INTRODUCTION
As the City prepares to move to our new City Hall building, the IT Department is preparing to upgrade the
City’s network infrastructure to accommodate not only the new building but a growing demand for network
usage. The IT Department has proposed a fiberoptic plant installation that will:
Splice the new City Hall into the City’s existing fiberoptic network
Create a redundant connection from the new City Hall to the Library
Create a new connection from the Library to Public works
Create a new connection from Public Works to Murzyn Hall
This proposal along with the City’s existing fiber creates an ideal ring topology and builds a strong underlying
network infrastructure. It takes into consideration future remodeling/rebuilding of Public Works and Murzyn
Hall and is inline with the City’s strategic technology plan. The proposal has gone out to bid and Arvig has been
chosen as the ideal contractor to install cable ducts, pull and terminate fiberoptic plant cabling.
COST
The proposal puts the City in a strong economic position. The City will own the fiberoptic plant once it is
installed and will be a long-term depreciable asset.
The attachment for proposed fiber includes a $17,000 joint-partnership discount. Arvig will lay an
empty duct alongside the City owned duct. Physically sperate for their future use.
The cost of the proposed fiberoptic plant is $99,391.35
The cost for splicing the City’s existing fiber is $5000 bringing the total contract to $104,391.35
Public Works, Administration and IT are working together on a grant proposal . The grant is administered
through Anoka County and if approved would cover 50% of the entire contract value. Work can start before
the grant decision is made.
STAFF RECOMMENDATION
Award the contract for fiberoptic plant installation to Arvig.
45
Item 7.
City of Columbia Heights - Council Letter Page 2
RECOMMENDED MOTION(S):
MOTION: Move to award the contract for fiberoptic plant installation to Arvig in total amount of
$104.391.35.
ATTACHMENT(S):
20220307_Arvig_ProposedFiberJoint.pdf
20220309_Arvig_SpliceFiber.pdf
46
Item 7.
Project Name >>Columbia heights proposed fiber Project Location >>Columbia Heights
Quote Date:3.4.22 Date Quote Accepted
Quote Valid until:4.4.22 Accepted by (print name)
Quote Total:$99,391.35 Accepted by (signature)
Name:AEI Construction, Inc.Name:City of Columbia Heights
Address 150 2nd Street SW Address 590 40th Ave NE
City/State/Zip Code Perham, MN 56573 City/State/Zip Code Columbia Heights, MN 55421
Telephone 218-346-8404 Telephone 763.706.3639
Quoted By:Derek Geiser Contact Name Jesse Hauf
Install all duct, fiber and handholes to complete proposed build based on route provided.
Quote includes engineering, permit processing, and splicing.
All materials included
Qty Unit Price Total Price
Install 1.25" duct 5745 $12.75 $73,248.75
$0.00
Install 48 fiber 6445 $1.75 $11,278.75
$0.00
install 24x36x24 HH 7 $675.00 $4,725.00
Splicing 4 $875.00 $3,500.00
building entrance 2 $775.00 $1,550.00
Engineering 5745 $1.18 $6,779.10
Discount to go joint with Arvig 1 -$17,000.00 -$17,000.00
Labor Total>>$84,081.60
Qty Unit Price Total Price
1.25" duct 5745 $0.65 $3,734.25
48 fiber 6445 $0.90 $5,800.50
$0.00
24X36X24 HH 7 $575.00 $4,025.00
Splicing materials 1 $1,750.00 $1,750.00
$0.00
$0.00
$0.00
$0.00
Material Total>>$15,309.75
*Payment terms - Net 30 days
Project Quotation
Customer information
Project Description
Service Provider
Project Terms
Unit Description
Labor Unit Description
Material Unit Description
Unit Description
47
Item 7.
Project Name >>Columbia heights fiber splicing Project Location >> Columbia Heights
Quote Date:3/8/2022 Date Quote Accepted
Quote Valid until:4/8/2022 Accepted by (print name)
Quote Total:$5,000.00 Accepted by (signature)
Name:AEI Construction, Inc.Name:City of Columbia Heights
Address 150 2nd Street SW Address 590 40th Ave NE
City/State/Zip Code Perham, MN 56573 City/State/Zip Code Columbia Hts, MN 55421
Telephone 218-346-8404 Telephone 763.706.3639
Quoted By:Derek Geiser Contact Name Jesse Hauf
Quote to pull and splice fiber from existing HH in front of new City hall to network room. Customer is responsible for installing conduit from network room to existing HH.
All materials included
Qty Unit Price Total Price
Install and terminate fiber 1 $5,000.00 $5,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Labor Total>>$5,000.00
Qty Unit Price Total Price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Material Total>>$0.00
*Payment terms - Net 30 days
Project Quotation
Customer information
Project Description
Service Provider
Project Terms
Unit Description
Labor & Materials Unit Description
Unit Description
48
Item 7.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM: Authorization to Seek Bids for Fence Installation at Public Safety Building
DEPARTMENT: Public Works BY/DATE: Kevin Hansen 3/08/2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
_Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND: The Columbia Heights Police Department routinely conducts preparedness planning in its
operations. Following recent high profile incidents in the Metro area, a review of the Public Safety Building
(PSB) was evaluated to provide continuity of operations for both Police and Fire services. Based on that
review, a risk management solution was prepared and presented to the City Council at the February work
session. Staff’s recommendation includes upgrading the perimeter fence and replacing/relocating the access
gates. The attached drawing shows the recommended improvements and includes approximately 1,180 lineal
feet of fence (remove existing and install new non-scalable fence) and the locations of two new gates.
The estimated cost of the project is $350,000 - $400,000 and will be funded through Fund 411 – Capital
Building Improvement Fund.
RECOMMENDED MOTION(S):
MOTION: Move to authorize staff to seek bids for fence installation at the Public Safety Building.
Attachment(s): Fence Site Drawing
49
Item 8.
50
Item 8.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT
MEETING DATE MARCH 14, 2022
ITEM: Rental Occupancy Licenses for Approval.
DEPARTMENT: Fire BY/DATE: Daniel O’Brien, 3/10/22
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength X Excellent Housing/Neighborhoods
_Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND: Consideration of approval of attached list of rental housing license applications
RECOMMENDED MOTION:
MOTION: Move to approve the items listed for rental housing license applications for March 14, 2022, in
that they have met the requirements of the Property Maintenance Code.
ATTACHMENT:
Rental Occupancy Licenses for Approval 3/14/2022
51
Item 9.
City Council Rental Occupancy Licenses for Approval.
LICENSEE LICENSE ADDRESS LICENSE INFORMATION
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
1107 42nd Ave NE 22-0004559
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
1122 40th Ave NE 22-0004558
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
1234 44th Ave NE 22-0004557
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
1426 Parkview Ln NE 22-0004556
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
2221 Forest Dr NE 22-0004555
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
3809 Reservoir Blvd NE 22-0004554
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
3857 Quincy St NE 22-0004553
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
3912 Tyler St NE 22-0004552
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
3915 Van Buren St NE
Up/Down
22-0004551
Rental License [1 - 3 Units]
Number of licensed units: 2
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4050 5th St NE 22-0004549
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
3/9/2022 17:07 Page 1 of 3 52
Item 9.
LICENSEE LICENSE ADDRESS LICENSE INFORMATION
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4105 2nd St NE 22-0004548
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4131 Jefferson St NE 22-0004547
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4205 Jefferson St NE 22-0004546
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4241 4th St NE 22-0004545
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4253 6th St NE 22-0004544
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4343 6th St NE 22-0004543
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
FYR SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4407 Madison St NE 22-0004542
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4427 Monroe St NE 22-0004541
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4516 5th St NE 22-0004540
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Buffington, Brian
Home SFR Borrower LLC
7500 N Dobson Rd#300
Scottsdale, AZ 85256
4836 Stinson Blvd NE 22-0004539
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Dagaga, Getachew
7128 Ivy Ridge Ln
Circle Pines, MN 55014
1326 45 1/2 Ave NE 22-0004410
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
Hadi, Sahar
12236 Radisson Rd NE
Blaine, MN 55449
1317 44th Ave NE 22-0004408
Rental License [1 - 3 Units]
Number of licensed units: 1
$300.00
3/9/2022 17:07 Page 2 of 3 53
Item 9.
LICENSEE LICENSE ADDRESS LICENSE INFORMATION
Lund, James
14035 Hillsboro Court
Savage, MN 55378
976 44 1/2 Ave NE
978 44 1/2 Ave NE
21-0003958
Rental License [1 - 3 Units]
Number of licensed units: 2
$300.00
Zeah, Paah
4314 3rd St NE
Columbia Heights, MN 55421
4310 3rd St NE
4312 3rd St NE
22-0004536
Rental License [1 - 3 Units]
Number of licensed units: 3
$300.00
3/9/2022 17:07 Page 3 of 3 54
Item 9.
CITY COUNCIL MEETING
AGENDA SECTION CONSENT AGENDA
MEETING DATE MARCH 14, 2022
ITEM: License Agenda.
DEPARTMENT: COMMUNITY DEVELOPMENT BY/DATE: Alicia Howe (MARCH 9, 2022)
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
X Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
_Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
Attached is the business license agenda for the March 14, 2022, City Council meeting. This agenda consists of
applications for 2022 Contractor Licenses and 2022 Tree Contractor Licenses. At the top of the license agenda
there is a phrase stating "*Signed Waiver Form accompanied ap plication", noting that the data privacy form
has been submitted as required. If not submitted, certain information cannot be released to the public.
RECOMMENDED MOTION(S):
MOTION: Move to approve the items as listed on the business license agenda for March 14, 2022 as
presented.
ATTACHMENT(S):
Contractor Licenses – 2022
Tree Contractor Licenses – 2022
55
Item 10.
TO CITY COUNCIL MAR 14, 2022
*Signed Waiver Form accompanied application
Contractor Licenses – 2022
Renewal:
*BLUE OX HEATING & AIR 5720 INTERNATIONAL PKWY, NEW HOPE, MN $80.00
*RON’S HEATING & AC 2747 GARFIELD ST, MINNEAPOLIS, MN $80.00
*M & B SERVICES 25817 GOLDFINCH AVE, WYOMING, MN $80.00
*SCHWANTES HEATING & AC 6080 OREN AVE N, STILLWATER, MN $80.00
*PROFESSIONAL MECHANICAL SVS 19640 200TH AVE NW, BIG LAKE, MN $80.00
*ALL CLIMATE MECHANICAL 298 COON RAPIDS BLVD, COON RAPIDS, MN $80.00
Tree Contractor Licenses – 2022
Renewals:
NICK’S TREE SERVICE 9000 FOXLINE DR, CORCORAN, MN $80.00
56
Item 10.
CITY OF COLUMBIA HEIGHTS
FINANCE DEPARTMENT
COUNCIL MEETING OF: March 14, 2022 .
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
Motion: Move that in accordance with Minnesota Statute s the City Council has reviewed the enclosed list of claims paid
by check and by electronic funds transfer in the amount of $992,643.02.
57
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 1/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
144.00 609.0000.14500021422 INV56 BREWING LLC5617626189647MAIN03/03/2022
138.00 609.0000.14500020822 INV5617580189647
282.00
6,747.78 101.6102.45180WATER TRAILERABI ATTACHMENTS INC.INV56405189648MAIN03/03/2022
583.07 609.0000.14500021722 INVAMERICAN BOTTLING COMPANY3575728646189649MAIN03/03/2022
303.57 609.0000.14500021722 INV3562829258189649
(9.89)609.0000.14500021722 INV3562829259189649
876.75
2.34 433.0000.20120UB refund for account: 111-0240-00ANGELA LARSON02/24/2022189650MAIN03/03/2022
70.36 601.0000.20120UB refund for account: 111-0240-0002/24/2022189650
25.34 602.0000.20120UB refund for account: 111-0240-0002/24/2022189650
19.45 603.0000.20120UB refund for account: 111-0240-0002/24/2022189650
12.28 604.0000.20120UB refund for account: 111-0240-0002/24/2022189650
129.77
127.00 609.9791.44020022222 MOPS,MATS,TOWELSARAMARK UNIFORM & CAREER A250000097418189651MAIN03/03/2022
100.36 609.9791.44020021522 MOPS,MATS,TOWELS250000092239189651
84.11 609.9792.44020021722 MOPS,MATS,TOWELS250000094282189651
86.11 609.9792.44020022422 MOPS,MATS,TOWELS250000099545189651
83.48 609.9793.44020021722 MOPS,MATS,TOWELS250000094620189651
83.48 609.9793.44020022422 MOPS,MATS,TOWELS250000099058189651
564.54
800.00 262.5016.43050 YOUNG REMBRANDTS-WINTER SESSION ARTEDUTC LLC334189652MAIN03/03/2022
263.65 609.0000.14500012022 INVARTISAN BEER COMPANY3516973189653MAIN03/03/2022
1,202.20 609.0000.14500021022 INV3520526189653
578.00 609.0000.14500011422 INV3516247189653
2,043.85
58.95 101.2100.42172SHIRT, PATCHES ASPEN MILLS, INC.289073189654MAIN03/03/2022
285.80 101.2100.42172DUTY JACKET, PATCHES AND EMBROIDER289233189654
344.75
162.00 101.1940.44020REPAIR LOCK OPERATIONASSURED SECURITY INC218693189655MAIN03/03/2022
196.55 609.9791.44020REPLACE DAMAGED HINGE218695189655
524.25 609.9793.44020OPEN DROP SAFE218667189655
882.80
11.28 601.9600.43211112521 287307857001AT&T MOBILITY II, LLC287307857001X1203189656MAIN03/03/2022
11.28 602.9600.43211112521 287307857001287307857001X1203189656
58
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 2/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
11.28 604.9600.43211112521 287307857001287307857001X1203189656
33.84
3.24 240.5500.42180BOOK ORDERBAKER & TAYLOR2036509448189657MAIN03/03/2022
32.65 240.5500.42180BOOK ORDER5017513315189657
412.96 240.5500.42180BOOK ORDER2036517336189657
614.24 240.5500.42180BOOK ORDER2036499022189657
525.63 240.5500.42180BOOK ORDER2036523364189657
1,588.72
977.00 408.6414.430503989 CENTRAL LEGAL SERVICES BARNA GUZY & STEFFEN LTD241461189658MAIN03/03/2022
(4.47)101.0000.20815021622 T.P., 6PK RINGS, INVBELLBOY BAR SUPPLY0104725900189659MAIN03/03/2022
206.66 609.0000.14500022322 INV0104762400189659
45.23 609.0000.14500021622 T.P., 6PK RINGS, INV0104725900189659
272.61 609.0000.14500021622 INV/BAGS0104725800189659
132.50 609.9791.42171021622 INV/BAGS0104725800189659
544.47 609.9792.42171021622 T.P., 6PK RINGS, INV0104725900189659
1,197.00
1,465.00 609.0000.14500020922 INV/DELBELLBOY CORPORATION0093586700189660MAIN03/03/2022
2,282.90 609.0000.14500021622 INV/DEL0093685200189660
1,095.00 609.0000.14500021622 INV/DEL0093685100189660
1,135.00 609.0000.14500021622 INV/DEL0093685300189660
(22.17)609.0000.14500120921 INV0092722300189660
14.00 609.9791.42199020922 INV/DEL0093586700189660
14.00 609.9791.42199021622 INV/DEL0093685200189660
24.00 609.9792.42199021622 INV/DEL0093685300189660
10.00 609.9793.42199021622 INV/DEL0093685100189660
6,017.73
182.00 609.0000.14500021022 INVBLACK STACK BREWING16283189661MAIN03/03/2022
404.00 609.0000.14500021822 INV/DELBOURGET IMPORTS LLC184821189662MAIN03/03/2022
5.25 609.9791.42199021822 INV/DEL184821189662
409.25
1,960.00 609.0000.14500021122 INV 700297736BREAKTHRU BEVERAGE MN BEER 342918134189663MAIN03/03/2022
53.20 609.0000.14500021522 INV 700297717342940303189663
2,013.20
176.00 609.0000.14500021822 INV/DEL 700297736BREAKTHRU BEVERAGE MN W&S 343003872189664MAIN03/03/2022
534.40 609.0000.14500021822 INV/DEL 700297717343003870189664
188.52 609.0000.14500021822 INV/DEL 700297717343003867189664 59
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 3/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
360.00 609.0000.14500021822 INV/DEL 700297717343003868189664
63.00 609.0000.14500021122 INV 700297717342918529189664
577.63 609.0000.14500021122 INV/DEL 700297782342918538189664
4,065.92 609.0000.14500021122 INV/DEL 700297717342918530189664
4,441.33 609.0000.14500021822 INV/DEL 700297717343003866189664
491.40 609.0000.14500021822 INV/DEL 700297782343003876189664
5.75 609.9791.42199021822 INV/DEL 700297717343003870189664
6.90 609.9791.42199021822 INV/DEL 700297717343003867189664
5.75 609.9791.42199021822 INV/DEL 700297717343003868189664
36.80 609.9791.42199021122 INV/DEL 700297717342918530189664
24.34 609.9791.42199021822 INV/DEL 700297717343003866189664
4.60 609.9792.42199021822 INV/DEL 700297736343003872189664
5.75 609.9793.42199021122 INV/DEL 700297782342918538189664
16.10 609.9793.42199021822 INV/DEL 700297782343003876189664
11,004.19
3,827.58 272.2100.43050EMBEDDED MENTAL HEALTH SERVICES 12CANVAS HEALTH INCINV002514189665MAIN03/03/2022
1,927.28 609.0000.14500021522 INVCAPITOL BEVERAGE SALES LP2651391189666MAIN03/03/2022
4,524.55 609.0000.14500021622 INV2652250189666
9,610.00 609.0000.14500021722 INV2652790189666
(39.91)609.0000.14500021522 INV2651390189666
(63.60)609.0000.14500021622 INV2652249189666
(12.25)609.0000.14500021722 INV2652788189666
15,946.07
70.27 101.1940.43810022222 SOLAR GARDENCARLSON COMMUNITY SOLAR LL14768189667MAIN03/03/2022
42.26 602.9600.43810022222 SOLAR GARDEN14768189667
396.68 701.9950.43810022222 SOLAR GARDEN14768189667
509.21
1,896.37 101.1940.43830021522 8000014661-5CENTER POINT ENERGY8000014661-5189668MAIN03/03/2022
1,653.43 101.5129.43830021522 8000014661-58000014661-5189668
1,239.86 101.5200.43830021522 8000014661-58000014661-5189668
408.81 601.9600.43830021522 8000014661-58000014661-5189668
1,575.49 609.9791.43830021522 8000014661-58000014661-5189668
1,306.75 609.9792.43830021522 8000014661-58000014661-5189668
272.03 609.9793.43830021522 8000014661-58000014661-5189668
3,756.73 701.9950.43830021522 8000014661-58000014661-5189668
12,109.47
54.65 701.0000.14120WIPER BLADESCHAMBERLAIN OIL COMPANY IN388210-00189669MAIN03/03/2022
1,695.00 101.1510.43120REIMB NONPROFIT & GOVERNMENT ACCOUCHRISTENSEN/MITCHELLACCT640D1189670MAIN03/03/2022 60
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 4/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
91.33 101.5129.44020MOPS, MATS JPM 022222CINTAS INC4111345428189671MAIN03/03/2022
30.79 701.9950.42172UNIFORM RENTAL 0218224111151456189671
122.12
19.47 101.1110.43250021522 934571297COMCAST140713753189672MAIN03/03/2022
29.21 101.1320.43250021522 934571297140713753189672
63.28 101.1510.43250021522 934571297140713753189672
4.87 101.1940.43250021522 934571297140713753189672
131.43 101.2100.43250021522 934571297140713753189672
121.69 101.2200.43250021522 934571297140713753189672
68.15 101.3100.43250021522 934571297140713753189672
9.74 101.3121.43250021522 934571297140713753189672
34.07 101.5000.43250021522 934571297140713753189672
9.74 101.5129.43250021522 934571297140713753189672
9.74 101.5200.43250021522 934571297140713753189672
14.60 201.2400.43250021522 934571297140713753189672
19.47 204.6314.43250021522 934571297140713753189672
14.60 225.9844.43250021522 934571297140713753189672
204.44 240.5500.43250021522 934571297140713753189672
4.87 601.9600.43250021522 934571297140713753189672
4.87 602.9600.43250021522 934571297140713753189672
653.71 609.9791.43250021522 934571297140713753189672
753.38 609.9792.43250021522 934571297140713753189672
614.77 609.9793.43250021522 934571297140713753189672
9.74 701.9950.43250021522 934571297140713753189672
131.40 720.9980.43250021522 934571297140713753189672
2,927.24
400.98 101.3121.42160MV4 ASPHALTCOMMERCIAL ASPHALT211130189673MAIN03/03/2022
1,268.00 101.5200.42161CLEANING AGENTS, WASP-AWAYCONTINENTAL RESEARCH CORP0033308189674MAIN03/03/2022
370.89 101.5129.43810022222 SOLAR GARDENCORNILLIE 2 COMMUNITY SOLA14769189675MAIN03/03/2022
15.37 604.9600.43810022222 SOLAR GARDEN14769189675
386.26
553.00 101.1940.44020INSTALL FAUCETCROCK'S PLUMBING INC511622189676MAIN03/03/2022
352.50 101.1110.42171DEPOSIT-MUSIC ART & INFO FAIRCURBSIDE PRODUCTIONS LLC20220716-4A1189677MAIN03/03/2022
72.99 609.0000.14500021822 INV/DELDEFIANT DISTRIBUTORS LLCINV-001927189678MAIN03/03/2022
10.00 609.9791.42199021822 INV/DELINV-001927189678
82.99
61
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 5/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
200.00 228.6317.44000DEBRIS CLEAN UP-VAN BUREN RAMP DU ALL SERVICE CONTRACTORS10134189679MAIN03/03/2022
7,000.00 101.2100.43050OFFICER TRAINING 0122ECKBERG LAMMERS, P.C.27864189680MAIN03/03/2022
188.00 609.9791.43420SEM JANUARY 2022ECM PUBLISHERS INC872763189681MAIN03/03/2022
399.50 609.9791.43420DIGITAL PROGRAMMATIC JAN 2022872764189681
399.50 609.9791.43420DIGITAL PROGRAMMATIC FEB 2022878738189681
188.00 609.9791.43420SEM FEBRUARY 2022878737189681
148.00 609.9792.43420SEM JANUARY 2022872763189681
314.50 609.9792.43420DIGITAL PROGRAMMATIC JAN 2022872764189681
314.50 609.9792.43420DIGITAL PROGRAMMATIC FEB 2022878738189681
148.00 609.9792.43420SEM FEBRUARY 2022878737189681
64.00 609.9793.43420SEM JANUARY 2022872763189681
136.00 609.9793.43420DIGITAL PROGRAMMATIC JAN 2022872764189681
136.00 609.9793.43420DIGITAL PROGRAMMATIC FEB 2022878738189681
64.00 609.9793.43420SEM FEBRUARY 2022878737189681
196.88 652.9999.43500.2204AD-BID CENTRAL AVE SEWER REHAB 876996189681
2,696.88
150.00 408.6314.43050TIF ANALYSIS REUTER WALTON DEVELOPEHLERS & ASSOCIATES INC89364189682MAIN03/03/2022
900.00 408.6314.43050TIF ANALYSIS REUTER WALTON DEVELOP89365189682
1,875.00 408.6314.43050TIF ANALYSIS REUTER WALTON DEVELOP89850189682
2,925.00
404.14 261.5029.44100BUSSING WILD MOUNTAIN FIRST STUDENT INC222402189683MAIN03/03/2022
201.23 701.0000.14120FILTERSFLEETPRIDE INC93118899189684MAIN03/03/2022
146.78 701.0000.14120FILTERS93118722189684
31.73 701.0000.14120FILTERS93217083189684
379.74
2,269.05 101.6102.42010SUPERSONIC AIR KNIFE LT KIT, WEAR GERTENS GREENHOUSE152122/12189685MAIN03/03/2022
540.00 609.0000.14500021722 INV/DELGRAPE BEGINNINGS INCMN00108405189686MAIN03/03/2022
11.25 609.9791.42199021722 INV/DELMN00108405189686
551.25
639.50 609.0000.14500022222 INVGREAT LAKES COCA-COLA DIST3641213131189687MAIN03/03/2022
20.60 101.2100.43310LUNCH TRAINING MALL OF AMERICA 020HANSON/ERIK020722 EH189688MAIN03/03/2022
205.00 609.0000.14500021122 INVHEADFLYER BREWINGE-3408189689MAIN03/03/2022
2,215.50 228.6317.44000VAN BUREN RAMP MAINTENANCEHIGH PROFILE GROUNDS MAINT 59237189690MAIN03/03/2022
903.00 228.6317.44000VAN BUREN RAMP MAINTENANCE59176189690
162.75 228.6317.44000VAN BUREN RAMP MAINTENANCE59133189690 62
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 6/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
1,517.25 228.6317.44000VAN BUREN RAMP MAINTENANCE59059189690
1,517.25 228.6317.44000VAN BUREN RAMP MAINTENANCE58970189690
1,359.09 228.6317.44000VAN BUREN RAMP MAINTENANCE58884189690
1,980.70 228.6317.44000VAN BUREN RAMP MAINTENANCE58820189690
2,839.35 228.6317.44000VAN BUREN RAMP MAINTENANCE58743189690
1,522.40 228.6317.44000VAN BUREN RAMP MAINTENANCE58634189690
14,017.29
568.50 609.0000.14500021122 INVHOHENSTEINS INC479552189691MAIN03/03/2022
3,234.15 609.0000.14500021122 INV479524189691
2,702.85 609.0000.14500021122 INV479305189691
6,505.50
58.08 101.5200.42171ANCHORS, TAPE, BITSHOME DEPOT #28026020861189692MAIN03/03/2022
9.63 101.1110.42010WALL CLOCKINNOVATIVE OFFICE SOLUTIONIN3676394189693MAIN03/03/2022
19.15 201.2400.42000STAMPIN3683089189693
28.78
75.66 101.3121.431050322 SAFETY SERVICESINTEGRATED LOSS CONTROL IN14749189694MAIN03/03/2022
75.67 101.5200.431050322 SAFETY SERVICES14749189694
75.66 601.9600.431050322 SAFETY SERVICES14749189694
75.67 602.9600.431050322 SAFETY SERVICES14749189694
75.67 604.9600.431050322 SAFETY SERVICES14749189694
75.67 701.9950.431050322 SAFETY SERVICES14749189694
454.00
4,408.20 609.0000.14500021022 INV/DELJJ TAYLOR DIST OF MN3256198189695MAIN03/03/2022
3.00 609.9791.42199021022 INV/DEL3256198189695
4,411.20
3,683.44 609.0000.14500021622 INVJOHNSON BROS. LIQUOR CO.1993304189696MAIN03/03/2022
855.00 609.0000.14500021622 INV1993312189696
180.00 609.0000.14500021622 INV1993314189696
671.08 609.0000.14500021722 INV1994389189696
199.32 609.0000.14500021722 INV1994391189696
192.00 609.0000.14500021622 INV1993310189696
128.00 609.0000.14500021622 INV1993311189696
948.00 609.0000.14500021722 INV1994385189696
547.10 609.0000.14500021722 INV1994382189696
32.00 609.0000.14500021722 INV1994384189696
1,990.23 609.0000.14500021622 INV1993307189696
3,084.00 609.0000.14500021622 INV1993306189696
63
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 7/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
462.00 609.0000.14500021622 INV1993305189696
36.00 609.0000.14500021622 INV1993303189696
102.67 609.0000.14500021622 INV1993302189696
540.00 609.0000.14500021622 INV1993301189696
1,316.25 609.0000.14500021622 INV1993308189696
1,611.49 609.0000.14500020922 INV1988615189696
1,216.47 609.0000.14500020922 INV1988614189696
40.00 609.0000.14500020922 INV1988617189696
314.08 609.0000.14500020922 INV1988613189696
367.83 609.0000.14500021022 INV1989779189696
271.00 609.0000.14500021122 INV1990828189696
439.98 609.0000.14500021822 INV1995441189696
403.47 609.0000.14500021822 INV1995444189696
135.70 609.0000.14500021822 INV1995443189696
104.00 609.0000.14500021822 INV1995442189696
717.28 609.0000.14500021822 INV1995439189696
1,759.92 609.0000.14500021822 INV1995440189696
333.30 609.0000.14500021722 INV1994387189696
691.53 609.0000.14500021722 INV1994383189696
578.85 609.0000.14500021722 INV1994381189696
866.71 609.0000.14500012622 INV1979802189696
99.70 609.0000.14500021622 INV1993313189696
727.46 609.0000.14500021722 INV1994390189696
40.00 609.0000.14500021722 INV1994392189696
208.00 609.0000.14500021622 INV1993309189696
(23.43)609.0000.14500021122 INV188307189696
(12.93)609.0000.14500021122 INV188306189696
(9.32)609.0000.14500021122 INV188305189696
(17.00)609.0000.14500020722 INV187479189696
16.20 609.9791.42199021722 INV1994385189696
6.75 609.9791.42199021722 INV1994382189696
1.35 609.9791.42199021722 INV1994384189696
17.56 609.9791.42199021622 INV1993307189696
17.89 609.9791.42199021622 INV1993306189696
6.75 609.9791.42199021622 INV1993305189696
1.35 609.9791.42199021622 INV1993303189696
1.35 609.9791.42199021622 INV1993302189696
6.75 609.9791.42199021622 INV1993301189696
20.25 609.9791.42199021622 INV1993308189696
17.57 609.9791.42199020922 INV1988615189696
12.17 609.9791.42199020922 INV1988614189696
1.35 609.9791.42199020922 INV1988617189696
64
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 8/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
5.40 609.9791.42199020922 INV1988613189696
5.40 609.9791.42199021022 INV1989779189696
8.10 609.9791.42199021822 INV1995441189696
22.95 609.9791.42199021822 INV1995439189696
32.40 609.9791.42199021822 INV1995440189696
10.80 609.9791.42199021722 INV1994387189696
14.85 609.9791.42199021722 INV1994383189696
20.25 609.9791.42199021722 INV1994381189696
35.11 609.9792.42199021622 INV1993304189696
9.44 609.9792.42199021622 INV1993312189696
1.35 609.9792.42199021622 INV1993314189696
10.82 609.9792.42199021722 INV1994389189696
2.70 609.9792.42199021722 INV1994391189696
12.15 609.9792.42199021822 INV1995444189696
15.73 609.9792.42199012622 INV1979802189696
2.70 609.9792.42199021622 INV1993313189696
17.83 609.9792.42199021722 INV1994390189696
1.35 609.9792.42199021722 INV1994392189696
3.50 609.9793.42199021622 INV1993310189696
3.50 609.9793.42199021622 INV1993311189696
10.50 609.9793.42199021122 INV1990828189696
4.50 609.9793.42199021822 INV1995443189696
6.00 609.9793.42199021822 INV1995442189696
3.50 609.9793.42199021622 INV1993309189696
26,219.30
806.25 408.6314.43050REUTER WALTON TIFKENNEDY & GRAVEN165674189697MAIN03/03/2022
50.00 408.6314.43050HY-VEE REDEVELOPMENT TIF165748189697
856.25
65.00 609.0000.14500020922 INVLUPULIN BREWING CO43062189698MAIN03/03/2022
1,103.04 609.0000.14500021822 INVM AMUNDSON CIGAR & CANDY C336809189699MAIN03/03/2022
6,488.14 701.0000.14110DIESEL FUELMANSFIELD OIL COMPANY23002605189700MAIN03/03/2022
8,476.01 701.0000.14110UNLEADED FUEL23002526189700
14,964.15
193.50 101.0000.1010002/25/2022 PAYCHECKMARIUCI/FABIO R030122189701MAIN03/03/2022
(193.50)885.0000.1010002/25/2022 PAYCHECK030122189701
193.50 885.0000.1011002/25/2022 PAYCHECK030122189701
193.50
113.97 101.3121.42173LEATHER GLOVESMCCLELLAN SALES INC012819189702MAIN03/03/2022 65
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 9/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
113.97 101.5200.42173LEATHER GLOVES012819189702
113.98 601.9600.42173LEATHER GLOVES012819189702
113.98 602.9600.42173LEATHER GLOVES012819189702
455.90
531.00 609.0000.14500021122 INVMCDONALD DISTRIBUTING CO618104189703MAIN03/03/2022
797.00 609.0000.14500020422 INV617172189703
(15.33)609.0000.14500020422 INV617353189703
1,312.67
232.00 609.0000.14500020922 INVMEGA BEER LLC12397189704MAIN03/03/2022
(1.65)101.0000.20815WASHERS, GARB BAGS, NAPKINS, SODA MENARDS CASHWAY LUMBER-FRI63088189705MAIN03/03/2022
40.43 101.2200.42171WASHERS, GARB BAGS, NAPKINS, SODA 63088189705
25.59 101.2200.42175WASHERS, GARB BAGS, NAPKINS, SODA 63088189705
32.48 101.3121.42171WINDSHIELD & TIRE CLEANERS, TOWELS63234189705
23.07 101.3121.42171CAR POLISH63222189705
26.97 101.3121.42171CUTTING WHEELS63676189705
28.66 101.5129.42171EPOXY, TABLE LEGS, DOOR STOPS64139189705
519.96 101.5200.42010SPACE HEATERS, HOSE, PROPANE63638189705
279.92 101.5200.42171SPACE HEATERS, HOSE, PROPANE63638189705
975.43
11.99 240.5500.42185AUDIOBOOK ORDERMIDWEST TAPE501626326189706MAIN03/03/2022
7.49 240.5500.42189DVD ORDER501626325189706
19.48
271.43 101.6102.42171SCABBARD CHAINSAW INSIDE BUCKETMINNEAPOLIS SAW CO INC127763189707MAIN03/03/2022
15,795.00 601.9600.44320010122-033122 CONN FEEMN DEPT OF HEALTH022322189708MAIN03/03/2022
62.50 408.6314.43050VIC REIMB-ROOT PROPERTYMN POLLUTION CONTROL AGENC10000133277189709MAIN03/03/2022
130.00 609.0000.14500021022 INVMODIST BREWING CO LLCE-28711189710MAIN03/03/2022
783.52 101.2100.44000INSTALL T-RAIL MOUNTNORTHERN SAFETY TECHNOLOGY 53608189711MAIN03/03/2022
103.00 240.5500.44020PEST CONTROL 0222ORKIN INC222296788189712MAIN03/03/2022
108.00 101.5129.44020PEST CONTROL 021722ORKIN INC222296476189713MAIN03/03/2022
192.00 609.0000.14500021622 INV/DELPAUSTIS & SONS WINE COMPAN156041189714MAIN03/03/2022
965.00 609.0000.14500021622 INV/DEL156039189714
5.25 609.9791.42199021622 INV/DEL156041189714
16.25 609.9791.42199021622 INV/DEL156039189714
1,178.50
66
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 10/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
351.00 609.0000.14500021622 INVPHILLIPS WINE & SPIRITS IN6350521189715MAIN03/03/2022
519.50 609.0000.14500020922 INV6346863189715
360.50 609.0000.14500021022 INV6347815189715
8.10 609.9791.42199021622 INV6350521189715
5.40 609.9791.42199020922 INV6346863189715
4.05 609.9791.42199021022 INV6347815189715
1,248.55
158.10 701.0000.14120SWIVEL JACKSPIONEER RIM & WHEEL CO.01CK1625189716MAIN03/03/2022
(0.27)101.0000.20815022822 COOLER RENTALPREMIUM WATERS INC318647713189717MAIN03/03/2022
(0.27)101.0000.20815022822 COOLER RENTAL318647714189717
(0.55)101.0000.20815022822 COOLER RENTALS318647712189717
13.50 609.9791.42171022222 WATER318626724189717
8.55 609.9791.42171022822 COOLER RENTALS318647712189717
4.27 609.9792.42171022822 COOLER RENTAL318647713189717
4.27 609.9793.42171022822 COOLER RENTAL318647714189717
29.50
4,000.00 101.0000.15500REFILL POSTAGE MACHINEQUADIENT LEASING USA, INC.012022189718MAIN03/03/2022
3,994.50 240.5500.44020BOILER REPAIRR.M. COTTON COMPANY0129039-IN189719MAIN03/03/2022
206.00 609.0000.14500021722 INVRED BULL DISTRIBUTION CO I5001058045189720MAIN03/03/2022
412.00 609.0000.14500021722 INV5001057837189720
618.00
796.00 701.0000.14120TIRESROYAL TIRE303-197326189721MAIN03/03/2022
1,549.32 228.6317.43050PREVENT MAINT SCHINDLER ELEVATOR CORP IN8105736557189722MAIN03/03/2022
464.51 228.6317.44000SECURITY MONITORING-VAN BUREN RAMP SECURITY CONTROL SYSTEMS I51159189723MAIN03/03/2022
184.00 240.5500.44020TECH SUPPORT 0921-1021SETPOINT SYSTEMS CORPORATIT20763189724MAIN03/03/2022
184.00 240.5500.44020TECH SUPPORT 1121-1221T20764189724
368.00
117.94 701.0000.14120SCHACKLES, SWIVEL JACKSHARROW LIFTING PRODUCTS151202189725MAIN03/03/2022
1,172.75 408.9999.43050.2014CELL TOWER DESIGNSHORT ELLIOT HENDRICKSON I420954189726MAIN03/03/2022
296.04 609.0000.14500021622 INV/DELSMALL LOT MNMN50208189727MAIN03/03/2022
5.00 609.9791.42199021622 INV/DELMN50208189727
301.04
160.00 609.0000.14500021722 INV/DELSOUTHERN GLAZER'S2180107189728MAIN03/03/2022
67
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 11/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
592.00 609.0000.14500021722 INV/DEL2180105189728
1,081.00 609.0000.14500021722 INV/DEL2180100189728
570.60 609.0000.14500021722 INV/DEL2180101189728
176.50 609.0000.14500021022 INV/DEL 2177456189728
193.45 609.0000.14500021022 INV/DEL2177455189728
764.75 609.0000.14500021022 INV/DEL 2177460189728
251.00 609.0000.14500021022 INV/DEL2177450189728
1,092.94 609.0000.14500021022 INV/DEL 2177454189728
348.00 609.0000.14500021022 INV/DEL2177453189728
339.90 609.0000.14500021722 INV/DEL2180246189728
2,837.54 609.0000.14500021022 INV/DEL2177463189728
1,520.51 609.0000.14500021722 INV/DEL2180098189728
648.35 609.0000.14500021722 INV/DEL2180097189728
675.65 609.0000.14500021722 INV/DEL2180096189728
382.46 609.0000.14500021722 INV/DEL2180103189728
1,030.25 609.0000.14500021722 INV/DEL2180104189728
382.46 609.0000.14500021722 INV/DEL2180095189728
1,395.00 609.0000.14500011322 INV/DEL2167530189728
2,743.90 609.0000.14500012022 INV/DEL2170035189728
2.56 609.0000.14500021722 DEL2180094189728
586.00 609.0000.14500020322 INV/DEL2175023189728
1,915.90 609.0000.14500020322 INV/DEL2175028189728
359.70 609.0000.14500020322 INV/DEL2175029189728
703.20 609.0000.14500020322 INV/DEL2175026189728
2,743.90 609.0000.14500012022 INV/DEL2170050189728
1,864.66 609.0000.14500021022 INV/DEL2177452189728
24.32 609.9791.42199021722 INV/DEL2180100189728
15.36 609.9791.42199021722 INV/DEL2180101189728
1.28 609.9791.42199021022 INV/DEL 2177456189728
1.28 609.9791.42199021022 INV/DEL2177455189728
3.84 609.9791.42199021022 INV/DEL2177450189728
14.08 609.9791.42199021022 INV/DEL 2177454189728
6.40 609.9791.42199021022 INV/DEL2177453189728
11.52 609.9791.42199021722 INV/DEL2180098189728
7.68 609.9791.42199021722 INV/DEL2180097189728
11.52 609.9791.42199021722 INV/DEL2180096189728
1.28 609.9791.42199021722 INV/DEL2180095189728
16.64 609.9791.42199012022 INV/DEL2170035189728
12.80 609.9791.42199020322 INV/DEL2175023189728
20.48 609.9791.42199021022 INV/DEL2177452189728
1.28 609.9792.42199021722 INV/DEL2180107189728
8.32 609.9792.42199021722 INV/DEL2180105189728
68
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 12/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
6.40 609.9792.42199021022 INV/DEL 2177460189728
21.76 609.9792.42199021022 INV/DEL2177463189728
1.28 609.9792.42199021722 INV/DEL2180103189728
7.68 609.9792.42199021722 INV/DEL2180104189728
33.28 609.9792.42199011322 INV/DEL2167530189728
35.84 609.9792.42199020322 INV/DEL2175028189728
7.68 609.9792.42199020322 INV/DEL2175029189728
7.68 609.9792.42199021722 DEL2180102189728
15.36 609.9792.42199020322 INV/DEL2175026189728
16.64 609.9792.42199012022 INV/DEL2170050189728
7.68 609.9793.42199021722 INV/DEL2180246189728
25,681.54
633.78 240.5500.42181SUBSCRIPTION 022722-022623STAR TRIBUNE1268499-20220206189729MAIN03/03/2022
465.98 101.2100.42172VEST CARRIERSSTREICHER'S GUN'S INC/DONI1552265189730MAIN03/03/2022
170.86 701.0000.14120CABLE TIES, WIRETERMINAL SUPPLY CO, INC19931-00189731MAIN03/03/2022
216.92 240.5500.42171TOWELS, SOAP, CAN LINERS, TPTRIO SUPPLY COMPANY INC740558189732MAIN03/03/2022
304.10 609.0000.14500021422 INVURSA MINOR BREWING LLCE-1388189733MAIN03/03/2022
743.13 101.2100.43250021022 742128747-00001VERIZON WIRELESS9899302287189734MAIN03/03/2022
240.09 101.3100.43211020122 342019817-000019898494614189734
123.13 101.3121.43211020122 342019817-000019898494614189734
123.12 101.5200.43211020122 342019817-000019898494614189734
51.07 101.6102.43211020122 342019817-000019898494614189734
209.14 601.9600.43211020122 342019817-000019898494614189734
209.14 602.9600.43211020122 342019817-000019898494614189734
61.27 604.9600.43211020122 342019817-000019898494614189734
51.27 701.9950.43211020122 342019817-000019898494614189734
51.27 705.9970.43211020122 342019817-000019898494614189734
1,862.63
120.00 609.0000.14500021722 INV/DELVINOCOPIA INC0298226-IN189735MAIN03/03/2022
12.00 609.9791.42199021722 INV/DEL0298226-IN189735
132.00
165.00 609.0000.14500021722 INVWINE MERCHANTS7368698189736MAIN03/03/2022
1,482.00 609.0000.14500021722 INV7368697189736
71.00 609.0000.14500021722 INV7368700189736
9.45 609.9791.42199021722 INV7368698189736
13.39 609.9791.42199021722 INV7368697189736
4.05 609.9792.42199021722 INV7368700189736 69
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 13/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
1,744.89
202.98 609.0000.14500021522 INVWRAP ART INC1813532-IN189737MAIN03/03/2022
76.66 101.3121.43810021422 51-4159573-1XCEL ENERGY (N S P)51-4159573-1189738MAIN03/03/2022
13,033.58 101.3160.43810021422 51-4159573-151-4159573-1189738
222.47 101.5200.43810021422 51-7654903-40949902736189738
1,034.10 101.5200.43810021422 51-4159573-151-4159573-1189738
536.30 212.3190.43810021422 51-4159573-151-4159573-1189738
1,166.27 601.9600.43810021422 51-4159573-151-4159573-1189738
832.12 602.9600.43810021422 51-4159573-151-4159573-1189738
171.43 603.9530.43810021422 51-4159573-151-4159573-1189738
65.86 604.9600.43810021422 51-4159573-151-4159573-1189738
1,400.74 701.9950.43810021422 51-4159573-151-4159573-1189738
18,539.53
81.68 601.9600.43810SOLAR SUBSCRIPTIONXCEL ENERGY SOLUTIONS002577189739MAIN03/03/2022
(0.88)101.0000.20815SNOWBLAST SUPPLIES,SENIORS COFFEE,WELLS FARGO CREDIT CARD020222 TGT27(E)MAIN03/09/2022
(200.00)101.0000.36290CANCEL FACE PNT-EAT N GREET AUG 20478964927(E)
210.00 101.1110.42171SKATES FOR SNOWBLAST3743827(E)
50.47 101.1110.42171SNOWBLAST SUPPLIES715704927(E)
59.30 101.1110.42171SNOWBLAST AND PODCAST SUPPLIES254421927(E)
19.16 101.1110.42171SNOWBLAST SUPPLIES020322 TGT27(E)
180.30 101.1110.42171SNOWBLAST SUPPLIES020322 TGT 27(E)
388.08 101.1110.42171PLASTIC SIGNHOLDERS70514327(E)
30.35 101.1110.42175SNACKS-020722 COUNCIL WORK SESSION020722 TGT27(E)
8.99 101.1110.42175SNACKS-012422 CITY COUNCIL MTG012422 CUB27(E)
550.00 101.1110.431052022 ELECTED LEADER INSTITUTE-SIMU35878927(E)
35.00 101.1110.43105MAYOR AMS-INCLUSIVE CITY TRAINING 0132427(E)
10.00 101.1110.43430YOUTH COMMISSION FACEBOOK POST913533127(E)
40.00 101.1320.44374YEARS OF SERVICE GIFT CARD 2021020622 TGT27(E)
225.00 101.1510.43105ANNUAL DUES RENEWAL-KLOIBER221200127(E)
150.00 101.1510.43105ANNUAL DUES RENEWAL-ZILLMER221525127(E)
253.98 101.2100.420112 PORTABLE USB MONITORS255222127(E)
149.99 101.2100.420111 PORTABLE USB MONITOR605060527(E)
101.94 101.2100.42171REFILL PACKS-MONK GYM WIPES064501827(E)
45.49 101.2100.42175FOOD-OFFICER INTERVIEW PANEL22788127(E)
33.99 101.2100.42175CAKE-AGUZDKIEWICZ SWEARING IN012022 CUB27(E)
60.81 101.2100.42175FOOD-CSO INTERVIEW PANEL729780159414227(E)
57.61 101.2100.42282REFUEL TRAINING AT CAMP RIPLEY50332827(E)
300.00 101.2100.43050TOW 2017 TOYOTA RAV4 2201903219764327(E)
417.90 101.2100.43105WARRANT WRITING BASICS TWOOD/IFARA000051227(E)
70
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 14/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
510.00 101.2100.43105ETI CONFERENCE CHIEF AUSTIN1293827(E)
15.00 101.2100.43105THERAPY DOG WEBINAR1247727(E)
1,800.00 101.2100.43105MN CIT 40 HOUR CLASS AGUZDKIEWICZ/763627(E)
58.00 101.2100.43220ROLL OF 100 STAMPS5236165-127(E)
23.95 101.2100.44000CISCO WEBEX SUBSCRIPTION663153668727(E)
68.00 101.2100.44000TIME IQ SUBSC 0206-03052220220206-00072327(E)
468.00 101.2100.44100MONTHLY RENTAL-STORAGE CONTAINER67BE4AA07ADC27(E)
0.35 101.2100.44310LICENSE TABS #82100000000527(E)
174.00 101.2100.44330ROTARY MEETINGS/DUES 2022 CAPT JOH73727(E)
14.25 101.2100.44390LICENSE TABS #82100000000527(E)
3,000.00 101.2200.42171COVID TESTING KITS300002028527(E)
44.82 101.2200.42171GLUCOSE TEST STRIPS427383427(E)
21.99 101.2200.42171SEAT CUSHION0014619B27(E)
64.94 101.2200.42171FOOT REST,SEAT CUSHION497703027(E)
6.99 101.2200.42171KEYBOARD CLEANER062902527(E)
69.00 101.2200.42171BOOTJACK189780927(E)
74.94 101.2200.42171RHINO GRIPS851303727(E)
39.95 101.2200.42171MAGNETIC MIC290581727(E)
84.95 101.2200.42171COFFEE FILTERS670423727(E)
(411.95)101.2200.42171REFUND FOR COVID TEST KITS300001803927(E)
(1,800.00)101.2200.42171REFUND FOR COVID TEST KITS300001957127(E)
(1,440.00)101.2200.42171REFUND FOR COVID TESTING KITS300001897627(E)
120.85 101.2200.42175TIP FOOD ORDER-ACFPC MEETING22698427(E)
818.38 101.2200.42175FOOD-ANOKA CNTY FIRE PROTECTION CO04706627(E)
165.00 101.2200.43105FIRE SCHOOL: FULL CONFERENCE JA35433027(E)
1,090.00 101.2200.43105DULUTH FOTOS TM,GD,MP,BP375527(E)
317.42 101.2200.43320FIRE OFFICERS TRNG LODGING CSIN62231427(E)
317.42 101.2200.43320FIRE OFFICERS TRNG LODGING LBIN62231527(E)
317.42 101.2200.43320FIRE OFFICERS TRNG LODGING JFIN62231227(E)
317.42 101.2200.43320FIRE OFFICERS TRNG LODGING CAIN62231327(E)
200.00 101.2200.443302022 MEMBERSHIP THOMPSON03132J27(E)
82.00 101.2200.44330EMT/PARAMEDIC RECERT FEE18359127(E)
12.99 101.2200.44330AMAZON PRIME MEMBERSHIP447065727(E)
21.50 101.3121.42171FOOT SWITCH, ELECTRIC PEDAL942982027(E)
1.69 101.3121.42171TRAILER PLUG ADAPTER089541927(E)
1.68 101.3121.42171WIRING HARNESS330503227(E)
33.47 101.3121.42171HEAT GUN, TRAILER HITCH, MAGNETS, 3305032B27(E)
25.98 101.3121.42171WATERPROOF NOTEBOOKS027140827(E)
235.00 101.3121.431052022 MN PUBLIC FINANCE SEMINAR6VV4340141665594T27(E)
16.50 101.5000.42010REFRIGERATOR HANDLE5543456B27(E)
199.99 101.5000.42010CAMERA UPS045-P0-904962727(E)
23.96 101.5000.42171WATER JUGS,GRANOLA BARS,ZIP LOCK B012522 TGT27(E)
71
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 15/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
57.98 101.5004.42171FRISBEES,LIGHT UP CONES,POPCORN-SN747221427(E)
35.49 101.5004.42171SNOWBLAST SUPPLIES,SENIORS COFFEE,020222 TGT27(E)
14.98 101.5004.42175WATER JUGS,GRANOLA BARS,ZIP LOCK B012522 TGT27(E)
9.98 101.5004.42175COOKIES-ICE SKATING CLASSES012622 TGT27(E)
13.67 101.5004.42175SNOWBLAST SUPPLIES,SENIORS COFFEE,020222 TGT27(E)
87.98 101.5004.44378FRISBEES,LIGHT UP CONES,POPCORN-SN747221427(E)
52.85 101.5004.44378SNOWBLAST SUPPLIES,SENIORS COFFEE,020222 TGT27(E)
119.18 101.5040.42171COFFEE URNS-SENIOR PROGRAMS144422327(E)
16.88 101.5040.42175SNOWBLAST SUPPLIES,SENIORS COFFEE,020222 TGT27(E)
69.99 101.5200.42010HOME GYM ACCESSORIES106344627(E)
139.90 101.5200.42010HEAT GUN, TRAILER HITCH, MAGNETS, 3305032B27(E)
21.50 101.5200.42171FOOT SWITCH, ELECTRIC PEDAL942982027(E)
1.70 101.5200.42171TRAILER PLUG ADAPTER089541927(E)
1.68 101.5200.42171WIRING HARNESS330503227(E)
33.47 101.5200.42171HEAT GUN, TRAILER HITCH, MAGNETS, 3305032B27(E)
56.98 101.6102.42010SPONGE DAUBER-PUSH WEED WIPER525940127(E)
31.49 101.6102.42010REMCO SHOVEL445781827(E)
78.95 101.6102.42171ORANGE POLYESTER ROPE160903127(E)
196.36 101.6102.42171BUCKET,TAPE MEASURE,TREE SUPPORTS,332260227(E)
50.00 101.6102.42173CHAINSAW PROTECTION SLEEVE811380927(E)
15.99 225.9844.42020SNOWBLAST AND PODCAST SUPPLIES254421927(E)
1,450.00 225.9844.43105IAP2 TRAINING - ROTTLERINV 22VFEB-STRAT-27(E)
20.97 240.5500.42171POWER OPERATED DOOR STICKERS877706127(E)
(110.50)262.5016.44200REFUND STAGES THEATER - OVERCHARGE01162227(E)
21.50 601.9600.42171FOOT SWITCH, ELECTRIC PEDAL942982027(E)
1.70 601.9600.42171TRAILER PLUG ADAPTER089541927(E)
1.68 601.9600.42171WIRING HARNESS330503227(E)
33.47 601.9600.42171HEAT GUN, TRAILER HITCH, MAGNETS, 3305032B27(E)
117.50 601.9600.431052022 MN PUBLIC FINANCE SEMINAR6VV4340141665594T27(E)
21.49 602.9600.42171FOOT SWITCH, ELECTRIC PEDAL942982027(E)
1.70 602.9600.42171TRAILER PLUG ADAPTER089541927(E)
1.68 602.9600.42171WIRING HARNESS330503227(E)
33.47 602.9600.42171HEAT GUN, TRAILER HITCH, MAGNETS, 3305032B27(E)
117.50 602.9600.431052022 MN PUBLIC FINANCE SEMINAR6VV4340141665594T27(E)
0.48 602.9600.44300LICENSE TABS #44090262984527(E)
19.25 602.9600.44390LICENSE TABS #44090262984527(E)
75.94 604.9600.42171BATTERY PACK,GROMMETS,SWITCH,CABLE 238743427(E)
125.00 604.9600.43105STORMWATER REFRESHER COURSE LETSCH60605927(E)
395.00 604.9600.43105IECA ANNUAL CONF & EXPO 2022 LETSC012122 IECA27(E)
25.04 720.9980.42011CORDS FOR ACCESSING AND CONFIGURIN866501527(E)
510.41 720.9980.42011PRORATED PDQ DEPLOY,PDQ INVENTORY-PDQ975727(E)
2,880.00 720.9980.42011DUO MFA ANNUAL SUBSCRIPTION-80 USE1052020227(E)
72
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 16/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
85.82 720.9980.42011PRORATED PASSWORD,DATA VAULT-2 USE2ER0J-07212551227(E)
(26.31)720.9980.44000TAX CREDIT769578503B27(E)
17,293.12
215.33 609.0000.14500021522 INV56 BREWING LLC5617654189740MAIN03/10/2022
229.06 101.2100.43810030422 SOLAR POWERAEP ENERGY INC419-21357316189741MAIN03/10/2022
229.07 101.2200.43810030422 SOLAR POWER419-21357316189741
1,162.84 240.5500.43810030422 SOLAR POWER419-21357316189741
600.61 701.9950.43810030422 SOLAR POWER419-21357316189741
2,221.58
1,389.56 101.2100.42171GUN RANGE FILTERSAIR FILTERS INC350551189742MAIN03/10/2022
468.65 101.2100.43250LANGUAGE LINE 0122ANOKA COUNTY TREASURERAR019583189743MAIN03/10/2022
120.00 609.0000.14500021722 INVARTISAN BEER COMPANY3521340189744MAIN03/10/2022
1,849.70 609.0000.14500021722 INV3521341189744
675.60 609.0000.14500021822 INV3521656189744
35.60 609.0000.14500021822 INV3521657189744
2,680.90
226.59 701.0000.14120POWER CABLEASPEN EQUIPMENT10236096189745MAIN03/10/2022
451.00 101.2100.42172VEST CARRIERSASPEN MILLS, INC.289816189746MAIN03/10/2022
251.35 101.2200.42172UNIFORM288990189746
14.85 101.2200.42172NAME TAG288792189746
77.95 101.2200.42172PATCHES, RANK STRIPE, BADGE289237189746
795.15
116.97 609.9791.44020MONITORING 0422-0622ASSET MANAGEMENT SYSTEMS I12402546189747MAIN03/10/2022
116.97 609.9792.44020MONITORING 0422-062212402537189747
116.97 609.9793.44020MONITORING 0422-062212402538189747
350.91
226.00 609.9792.44020REPAIR DELIVERY DOOR THRESHOLDASSURED SECURITY INC218877189748MAIN03/10/2022
4,209.00 101.1610.43041CIVIL CHGS 0122BARNA GUZY & STEFFEN LTD241459189749MAIN03/10/2022
9,318.00 101.1610.43042PROSECUTION 0122241467189749
600.00 101.1610.43042IN CUSTODY 0122241463189749
240.00 101.1610.43045PERSONNEL MATTERS 0122241797189749
14,367.00
505.86 415.6450.44000BOARD UP VACANT HOUSE 4446 5TH ST BAUER SERVICES II INC012022189750MAIN03/10/2022
560.00 609.0000.14500022322 INV/DELBELLBOY CORPORATION0093776500189751MAIN03/10/2022 73
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 17/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
731.45 609.0000.14500022322 INV/DEL0093776400189751
10.00 609.9791.42199022322 INV/DEL0093776500189751
10.00 609.9791.42199022322 INV/DEL0093776400189751
1,311.45
47.85 603.9530.42170ORGANIC WASTE BAGS, BUCKETS & LIDSBIOBAGS AMERICAS INCINV487953189752MAIN03/10/2022
57.68 609.0000.14500021522 INVBLACK STACK BREWING16334189753MAIN03/10/2022
124.34 609.0000.14500021822 INVBLUME BRAUHAUS LLCINV-010999189754MAIN03/10/2022
151.00 609.0000.14500021822 INVINV-011000189754
275.34
33,831.50 652.9999.43050.2204CENTRAL AVE MANHOLE RECONSTRUCTIONBOLTON & MENK, INC0284148189755MAIN03/10/2022
50.60 609.0000.14500021522 INV 700297736BREAKTHRU BEVERAGE MN BEER 342940305189756MAIN03/10/2022
3,630.02 609.0000.14500021622 INV 700297782342961350189756
53.20 609.0000.14500022222 INV 700297717343023187189756
14,974.60 609.0000.14500012522 INV 700297717342684573189756
13,808.00 609.0000.14500012522 INV 700297736342684575189756
(6.83)609.0000.14500021422 INV 700297782409437015189756
(96.00)609.0000.14500021422 INV 700297782409437013189756
(57.60)609.0000.14500021422 INV 700297782409437012189756
(24.60)609.0000.14500021422 INV 700297782409437014189756
(20.80)609.0000.14500020922 INV 700297782409422898189756
(6.90)609.0000.14500021422 INV 700297717409436650189756
(17.20)609.0000.14500021422 INV 700297717409436652189756
(54.00)609.0000.14500021422 INV 700297717409436647189756
(18.40)609.0000.14500021422 INV 700297717409436653189756
(165.00)609.0000.14500021422 INV 700297717409436648189756
(9.60)609.0000.14500021422 INV 700297736409437009189756
(33.50)609.0000.14500021422 INV 700297736409437011189756
(15.44)609.0000.14500021422 INV 700297736409437008189756
(11.88)609.0000.14500021422 INV 700297736409437010189756
(2.20)609.0000.14500021422 INV 700297782409437016189756
(246.00)609.0000.14500012722 INV 700297717409388545189756
(51.00)609.0000.14500020222 INV 700297736409396827189756
(26.40)609.0000.14500013022 INV 700297736409393516189756
(533.80)609.0000.14500013022 INV 700297736409393517189756
31,119.27
562.50 609.0000.14500022222 INV/DEL 700297717BREAKTHRU BEVERAGE MN W&S 343043131189757MAIN03/10/2022
160.00 609.0000.14500022522 INV/DEL 700297717343090561189757
238.55 609.0000.14500022222 INV/DEL 700297736343043133189757
74
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 18/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
2,110.00 609.0000.14500022522 INV/DEL 700297736343090566189757
1,261.11 609.0000.14500022522 INV/DEL 700297736343090563189757
1,214.45 609.0000.14500022522 INV/DEL 700297736343090564189757
319.20 609.0000.14500022522 INV/DEL 700297736343090565189757
6,673.67 609.0000.14500021822 INV/DEL 700297736343003871189757
1,823.55 609.0000.14500021122 INV/DEL 700297736342918534189757
(199.99)609.0000.14500030222 INV/DEL 700297736409482869189757
(166.49)609.0000.14500030122 INV/DEL 700297736409482175189757
6.90 609.9791.42199022222 INV/DEL 700297717343043131189757
4.60 609.9791.42199022522 INV/DEL 700297717343090561189757
1.15 609.9792.42199022222 INV/DEL 700297736343043133189757
12.65 609.9792.42199022522 INV/DEL 700297736343090566189757
18.40 609.9792.42199022522 INV/DEL 700297736343090563189757
5.75 609.9792.42199022522 INV/DEL 700297736343090564189757
5.75 609.9792.42199022522 INV/DEL 700297736343090565189757
56.35 609.9792.42199021822 INV/DEL 700297736343003871189757
14.95 609.9792.42199021122 INV/DEL 700297736342918534189757
(1.15)609.9792.42199030222 INV/DEL 700297736409482869189757
(1.15)609.9792.42199030122 INV/DEL 700297736409482175189757
14,120.75
252.00 609.0000.14500021622 INVBROKEN CLOCK BREWING COOP6155189758MAIN03/10/2022
7,035.23 272.2100.43050EMBEDDED MENTAL HEALTH SVCS 0122CANVAS HEALTH INCINV002553189759MAIN03/10/2022
6,972.27 609.0000.14500022322 INVCAPITOL BEVERAGE SALES LP2654892189760MAIN03/10/2022
6,692.27 609.0000.14500030322 INV2658350189760
13,664.54
1,375.00 101.2100.43050EMPLOYMENT BACKGROUND CHECKSCARDINAL INVESTIGATIONSCHPD2202-1189761MAIN03/10/2022
295.54 101.2200.43210020422 763 789-4821 851CENTURYLINK7637894821851189762MAIN03/10/2022
54.64 609.9791.43210022822 763 572-2695 5287635722695528189762
350.18
16.00 101.2100.44020AIR FRESH 022522CINTAS INC4111833244189763MAIN03/10/2022
7.00 701.9950.42171UNIFORM RENTAL, SHOP TOWELS 0225224111833263189763
23.79 701.9950.42172UNIFORM RENTAL, SHOP TOWELS 0225224111833263189763
46.79
336.00 101.2100.44020INSTALL FAUCETCROCK'S PLUMBING INC511625189764MAIN03/10/2022
336.00 101.2200.44020INSTALL FAUCET511625189764
672.00
75
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 19/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
25.03 602.9600.42160STEELDISCOUNT STEEL INC5256954189765MAIN03/10/2022
2,606.12 225.9844.43050MAIL SVC, POSTAGE NEWSLETTER DO-GOOD.BIZ INC14836-01189766MAIN03/10/2022
100.00 415.6450.44000SNOW 4044 JEFFERSONDU ALL SERVICE CONTRACTORS10580189767MAIN03/10/2022
1.16 433.0000.20120UB refund for account: 206-0010-00EARL BEERS03/03/2022189768MAIN03/10/2022
29.01 601.0000.20120UB refund for account: 206-0010-0003/03/2022189768
8.36 602.0000.20120UB refund for account: 206-0010-0003/03/2022189768
6.69 603.0000.20120UB refund for account: 206-0010-0003/03/2022189768
6.09 604.0000.20120UB refund for account: 206-0010-0003/03/2022189768
51.31
321.95 609.9791.43420AD- BEST LIQUOR STORE ECM PUBLISHERS INC875669189769MAIN03/10/2022
84.64 609.9791.43420AD- RCA PLAQUE875670189769
253.45 609.9792.43420AD- BEST LIQUOR STORE 875669189769
109.60 609.9793.43420AD- BEST LIQUOR STORE 875669189769
769.64
127.50 372.7000.43050HUESET PARK TIF ADMINEHLERS & ASSOCIATES INC89905189770MAIN03/10/2022
421.88 372.7000.430502ND HALF TIF PAYMENT CALC89904189770
421.87 375.7000.430502ND HALF TIF PAYMENT CALC89904189770
421.88 389.7000.430502ND HALF TIF PAYMENT CALC89904189770
421.87 391.7000.430502ND HALF TIF PAYMENT CALC89904189770
127.50 392.7000.43050NE BUSINESS CENTER TIF ADMIN 89776189770
1,942.50
19.23 101.2200.43310FIRE OFFICER SCHOOL MEAL 020422FLANDERS/JOHN020422189771MAIN03/10/2022
699.16 101.2200.42010OFFICE CHAIRGENERAL OFFICE PRODUCTS CO474698189772MAIN03/10/2022
4,467.84 101.2200.42010OFFICE CHAIRS473899189772
150.00 101.2200.43050DESIGNER PRESENTATION / MEETINGS460534189772
37.50 101.2200.43050DESIGN DEVELOPMENT460375189772
5,354.50
3,561.04 228.6317.44000VAN BUREN RAMP MAINTENANCEHIGH PROFILE GROUNDS MAINT 58506189773MAIN03/10/2022
215.23 101.2200.42171SQUEEGEE BLADES, HOSE CLAMPSHILLYARD INC700493466189774MAIN03/10/2022
2,260.90 609.0000.14500021822 INVHOHENSTEINS INC481162189775MAIN03/10/2022
1,571.45 609.0000.14500021822 INV481126189775
3,832.35
179.00 101.3121.4201012V UNDERBODY LIGHTHOME DEPOT #28026957958189776MAIN03/10/2022
107.86 101.3121.44020TEMPERATURE GUN, PIPE INSULATION9010151189776
697.00 101.5200.42010ORBIT SANDER, EXPANSION KIT, ROUTE7902135189776 76
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 20/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
179.00 101.5200.4201012V UNDERBODY LIGHT6957958189776
599.00 101.5200.4201018V BACKPACK VACUUM KIT 6482559189776
1,761.86
645.67 101.2200.42171FLAT AXE, PICK HEAD AXE, HALLIGAN JEFFERSON FIRE & SAFETY ININ137853189777MAIN03/10/2022
424.50 101.2200.42171FLAT AXE, PICK HEAD AXEIN137606189777
1,070.17
2.00 433.0000.20120UB refund for account: 303-0470-00JENNIFER STERK03/03/2022189778MAIN03/10/2022
33.11 601.0000.20120UB refund for account: 303-0470-0003/03/2022189778
24.43 602.0000.20120UB refund for account: 303-0470-0003/03/2022189778
43.26 603.0000.20120UB refund for account: 303-0470-0003/03/2022189778
10.53 604.0000.20120UB refund for account: 303-0470-0003/03/2022189778
113.33
591.90 609.0000.14500021722 INV/DELJJ TAYLOR DIST OF MN3272423189779MAIN03/10/2022
6,021.15 609.0000.14500021722 INV/DEL3272424189779
3,487.10 609.0000.14500021622 INV/DEL3272421189779
3.00 609.9791.42199021722 INV/DEL3272424189779
3.00 609.9792.42199021622 INV/DEL3272421189779
3.00 609.9793.42199021722 INV/DEL3272423189779
10,109.15
3,240.00 609.0000.14500022422 INVJOHNSON BROS. LIQUOR CO.1998736189780MAIN03/10/2022
1,125.00 609.0000.14500022422 INV1998735189780
908.00 609.0000.14500022422 INV1998734189780
135.00 609.0000.14500022422 INV1998731189780
270.00 609.0000.14500020222 INV1984324189780
288.00 609.0000.14500011922 INV1975576189780
770.69 609.0000.14500021022 INV1989796189780
352.00 609.0000.14500022322 INV1997617189780
1,122.00 609.0000.14500022322 INV1997619189780
135.00 609.0000.14500022422 INV1998721189780
270.00 609.0000.14500020222 INV1984315189780
3,084.00 609.0000.14500022322 INV1997621189780
1,016.00 609.0000.14500022322 INV1997622189780
342.87 609.0000.14500022422 INV1998737189780
112.00 609.0000.14500022422 INV1998739189780
1,494.00 609.0000.14500022322 INV1997620189780
42.00 609.0000.14500022522 INV1999982189780
70.30 609.0000.14500022522 INV1999983189780
1,253.90 609.0000.14500022422 INV1998733189780
476.00 609.0000.14500022422 INV1998740189780 77
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 21/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
130.64 609.0000.14500022422 INV1998738189780
105.25 609.0000.14500022422 INV1998732189780
800.00 609.0000.14500022422 INV1998729189780
149.65 609.0000.14500022422 INV1998727189780
310.40 609.0000.14500022422 INV1998728189780
507.30 609.0000.14500022522 INV1999979189780
1,248.00 609.0000.14500022522 INV1999980189780
277.20 609.0000.14500022322 INV1997618189780
2,778.00 609.0000.14500022322 INV1997612189780
623.00 609.0000.14500022422 INV1998723189780
945.00 609.0000.14500022422 INV1998724189780
1,125.00 609.0000.14500022422 INV1998725189780
225.00 609.0000.14500022422 INV1998722189780
210.00 609.0000.14500022522 INV1999978189780
461.49 609.0000.14500022322 INV1997613189780
922.68 609.0000.14500022322 INV1997614189780
1,526.00 609.0000.14500022322 INV1997616189780
(57.69)609.0000.14500022422 INV189884189780
2.70 609.9791.42199022422 INV1998721189780
6.75 609.9791.42199020222 INV1984315189780
14.85 609.9791.42199022422 INV1998729189780
4.44 609.9791.42199022422 INV1998727189780
9.72 609.9791.42199022422 INV1998728189780
13.50 609.9791.42199022522 INV1999979189780
20.25 609.9791.42199022522 INV1999980189780
16.63 609.9791.42199022322 INV1997612189780
8.10 609.9791.42199022422 INV1998723189780
10.80 609.9791.42199022422 INV1998724189780
8.10 609.9791.42199022422 INV1998725189780
1.80 609.9791.42199022422 INV1998722189780
4.04 609.9791.42199022522 INV1999978189780
6.75 609.9791.42199022322 INV1997613189780
12.17 609.9791.42199022322 INV1997614189780
15.52 609.9791.42199022322 INV1997616189780
35.77 609.9792.42199022422 INV1998736189780
8.10 609.9792.42199022422 INV1998735189780
8.10 609.9792.42199022422 INV1998734189780
2.70 609.9792.42199022422 INV1998731189780
6.75 609.9792.42199020222 INV1984324189780
0.45 609.9792.42199022322 DEL1997615189780
2.42 609.9792.42199011922 INV1975576189780
8.76 609.9792.42199021022 INV1989796189780
78
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 22/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
17.89 609.9792.42199022322 INV1997621189780
12.59 609.9792.42199022322 INV1997622189780
5.39 609.9792.42199022422 INV1998737189780
1.35 609.9792.42199022422 INV1998739189780
8.10 609.9792.42199022322 INV1997620189780
37.80 609.9792.42199022422 INV1998733189780
14.84 609.9792.42199022422 INV1998740189780
4.40 609.9792.42199022422 INV1998738189780
1.35 609.9792.42199022422 INV1998732189780
5.40 609.9793.42199022322 INV1997617189780
14.84 609.9793.42199022322 INV1997619189780
1.35 609.9793.42199022522 INV1999982189780
2.70 609.9793.42199022522 INV1999983189780
12.15 609.9793.42199022322 INV1997618189780
29,163.00
425.00 101.6102.42171BALL BUCKETLANO EQUIPMENT02-885412189781MAIN03/10/2022
63.70 604.9600.43310REIM CONF/EXPO PARKING & MEALSLAUREN LETSCHE021822189782MAIN03/10/2022
24.12 601.0000.20120UB refund for account: 205-0525-00LINDA KOSLOSKI03/01/2022189783MAIN03/10/2022
(0.43)101.0000.20815MAINT 030122-033122LOFFLER COMPANIES INC3967489189784MAIN03/10/2022
114.78 101.1940.44000MAINT 030122-0331223967488189784
733.42 101.1940.44000MAINT 030122-0331223967489189784
(159.21)101.1940.44000MAINT 090121-093021 & OVERAGE 09013812227189784
688.56
209.00 609.0000.14500021522 INVLUCID BREWING LLC13000189785MAIN03/10/2022
13.65 101.2200.45180BULK HARDWAREMAC QUEEN EQUIPMENT LLCP06554189786MAIN03/10/2022
12,166.52 701.0000.14110UNLEADED FUELMANSFIELD OIL COMPANY23047255189787MAIN03/10/2022
7,000.36 701.0000.14110DIESEL FUEL23047226189787
19,166.88
580.00 609.9791.44000RECONFIGURE AND REPLACE NVRMARCO, INCINV9677573189788MAIN03/10/2022
600.00 101.2200.43050PS ASSESSMENTMARTIN-MCALLISTER INC14398189789MAIN03/10/2022
1,086.00 609.0000.14500022522 INV/DELMAVERICK WINE COMPANYINV731831189790MAIN03/10/2022
906.00 609.0000.14500022522 INV/DELINV731811189790
7.50 609.9791.42199022522 INV/DELINV731831189790
6.00 609.9792.42199022522 INV/DELINV731811189790
2,005.50
79
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 23/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
967.00 609.0000.14500021822 INVMCDONALD DISTRIBUTING CO619099189791MAIN03/10/2022
522.00 609.0000.14500021822 INV618581189791
1,489.00
152.00 609.0000.14500021622 INVMEGA BEER LLC12544189792MAIN03/10/2022
44.94 101.2200.42020SUPPLIESMENARDS CASHWAY LUMBER-FRI63832189793MAIN03/10/2022
15.61 101.2200.42171SUPER GLUE, EPOXY62866189793
114.83 101.2200.42171SUPPLIES63832189793
35.95 101.2200.42175SUPPLIES63832189793
9.97 101.3121.42171TOGGLE WALL ANCHOR63390189793
57.93 101.6102.42171KNIVES, SOCKET TRAYS63760189793
279.23
107,400.61 602.9480.42900APRIL 2022 WASTEWATERMETROPOLITAN COUNCIL WASTE0001136551189794MAIN03/10/2022
70.00 101.1510.44330MEMBERSHIP KLOIBERMINNESOTA GFOA14535189795MAIN03/10/2022
70.00 101.1510.44330MEMBERSHIP ZILLMER14529189795
140.00
1,025.00 701.0000.14120REPLACE FUEL HOSES AND DIESEL POCKMINNESOTA PETROLEUM SRVC I0000104168189796MAIN03/10/2022
32.00 601.9600.43105WATER SUPPLY SYSTEM OP EXAM APPLICMN DEPT OF HEALTH040722189797MAIN03/10/2022
1,593.84 201.0000.208204TH QTR 2021 SURCHARGEMN DEPT OF LABOR & INDUSTRDECEMBER003040202189798MAIN03/10/2022
(63.75)201.0000.362604TH QTR 2021 SURCHARGEDECEMBER003040202189798
1,530.09
130.00 609.0000.14500021722 INVMODIST BREWING CO LLCE-28906189799MAIN03/10/2022
14,657.03 701.9950.45180TIRE CHANGER, LASER KITMOHAWK LIFTS LLC56630189800MAIN03/10/2022
175.00 101.2200.44330MEMBERSHIP 0422 - 0323NFPA INTERNATIONAL8105883X189801MAIN03/10/2022
414.80 101.5003.43050YOGA - WINTER 2022 SESSIONO'DONNELL/KELLY030222189802MAIN03/10/2022
53.25 101.2100.42000COPY PAPER, CORRECTION TAPEOFFICE DEPOT225885197001189803MAIN03/10/2022
54.46 101.2100.42000STENO PADS, PENS, FILE FOLDERS, S225860018001189803
11.11 101.2100.42175STENO PADS, PENS, FILE FOLDERS, S225860018001189803
6.19 101.3100.42000MARKERS, ERASER, COPY PAPER227771744001189803
20.60 101.3121.42000MARKERS, ERASER, COPY PAPER227771744001189803
6.16 101.5200.42000MARKERS, ERASER, COPY PAPER227771744001189803
6.16 601.9600.42000MARKERS, ERASER, COPY PAPER227771744001189803
18.41 601.9600.42020HP950 BLACK INK227771744002189803
6.16 602.9600.42000MARKERS, ERASER, COPY PAPER227771744001189803
18.41 602.9600.42020HP950 BLACK INK227771744002189803
80
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 24/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
6.16 701.9950.42000MARKERS, ERASER, COPY PAPER227771744001189803
207.07
100.00 101.1110.42171DEPOSIT PONY RIDES 062322OLSON/JOANNA446355189804MAIN03/10/2022
2,136.00 609.0000.14500022322 INV/DELPAUSTIS & SONS WINE COMPAN156745189805MAIN03/10/2022
31.25 609.9791.42199022322 INV/DEL156745189805
2,167.25
148.50 609.0000.14500022322 INVPHILLIPS WINE & SPIRITS IN6353767189806MAIN03/10/2022
166.50 609.0000.14500022422 INV6354647189806
1,196.80 609.0000.14500022322 INV6353768189806
62.00 609.0000.14500022522 INV6355604189806
610.00 609.0000.14500022522 INV6355606189806
288.00 609.0000.14500022522 INV6355607189806
565.00 609.0000.14500022522 INV6355608189806
159.50 609.0000.14500022522 INV6355603189806
64.20 609.0000.14500022522 INV6355605189806
337.50 609.0000.14500022322 INV6353764189806
639.75 609.0000.14500022322 INV6353765189806
1.35 609.9791.42199022522 INV6355604189806
6.75 609.9791.42199022522 INV6355606189806
4.05 609.9791.42199022522 INV6355607189806
27.00 609.9791.42199022522 INV6355608189806
2.70 609.9791.42199022522 INV6355603189806
1.35 609.9791.42199022522 INV6355605189806
3.36 609.9791.42199022322 INV6353764189806
4.05 609.9791.42199022322 INV6353765189806
1.35 609.9792.42199022322 INV6353767189806
1.35 609.9792.42199022422 INV6354647189806
14.85 609.9792.42199022322 INV6353768189806
4,305.91
4.00 101.1110.42171022822 COOLERPREMIUM WATERS INC318649247189807MAIN03/10/2022
8.00 101.1510.42171022822 COOLER318647353189807
8.70 101.1510.42171WATER318658051189807
13.05 101.1510.42171WATER318658053189807
4.00 201.2400.42171022822 COOLER318647981189807
4.35 201.2400.42171WATER318658052189807
9.00 609.9792.42171021822 WATER318623671189807
51.10
395.00 609.0000.14500021522 INVPRYES BREWING COMPANY LLCW-32844189808MAIN03/10/2022
81
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 25/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
55.00 101.3100.42030DOOR HANGERS, BUSINESS CARDSRAPID GRAPHICS & MAILING1100189809MAIN03/10/2022
15.00 101.3121.42030DOOR HANGERS, BUSINESS CARDS1100189809
15.00 101.6102.42030DOOR HANGERS, BUSINESS CARDS1100189809
15.00 601.9600.42030DOOR HANGERS, BUSINESS CARDS1100189809
15.00 602.9600.42030DOOR HANGERS, BUSINESS CARDS1100189809
115.00
520.00 609.0000.14500022122 INVRED BULL DISTRIBUTION CO I5001073922189810MAIN03/10/2022
15.00 101.1410.44000SHREDDING FEB 2022ROHN INDUSTRIES INC569163189811MAIN03/10/2022
20.25 101.2100.44000SHREDDING 022822569782189811
35.25
154.00 101.1320.44330DUES, MEETINGS - BOURGEOISROTARY CLUB OF FRIDLEY-COL 728189812MAIN03/10/2022
24.54 601.0000.20120UB refund for account: 206-0665-00SAMUEL DARE03/04/2022189813MAIN03/10/2022
14.71 602.0000.20120UB refund for account: 206-0665-0003/04/2022189813
39.25
70.75 101.2100.44020PREVENT MAINT 0322SCHINDLER ELEVATOR CORP IN8105868479189814MAIN03/10/2022
70.74 101.2200.44020PREVENT MAINT 03228105868479189814
141.49
745.55 609.0000.14500022422 INV/DELSOUTHERN GLAZER'S2182664189815MAIN03/10/2022
752.00 609.0000.14500022422 INV/DEL2182662189815
3,193.10 609.0000.14500022422 INV/DEL2182661189815
188.00 609.0000.14500022422 INV/DEL2182673189815
576.00 609.0000.14500022422 INV/DEL2182672189815
970.68 609.0000.14500022422 INV/DEL2182667189815
192.00 609.0000.14500022422 INV/DEL2182666189815
288.00 609.0000.14500022422 INV/DEL2182665189815
416.05 609.0000.14500022422 INV/DEL2182671189815
1,098.86 609.0000.14500022422 INV/DEL2182670189815
1,160.00 609.0000.14500022422 INV/DEL2182668189815
3,193.45 609.0000.14500022422 INV/DEL2182669189815
(576.00)609.0000.14500012822 INV9358414189815
(576.00)609.0000.14500012822 INV9358413189815
8.96 609.9791.42199022422 INV/DEL2182664189815
11.52 609.9791.42199022422 INV/DEL2182662189815
37.12 609.9791.42199022422 INV/DEL2182661189815
21.35 609.9791.42199022422 INV/DEL2182667189815
2.56 609.9791.42199022422 INV/DEL2182666189815
6.40 609.9791.42199022422 INV/DEL2182665189815
82
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 26/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
5.12 609.9792.42199022422 INV/DEL2182673189815
14.08 609.9792.42199022422 INV/DEL2182672189815
6.40 609.9792.42199022422 INV/DEL2182671189815
10.24 609.9792.42199022422 INV/DEL2182670189815
7.68 609.9792.42199022422 INV/DEL2182668189815
37.76 609.9792.42199022422 INV/DEL2182669189815
11,790.88
198.00 609.0000.14500021722 INVSTEEL TOE BREWING LLC44510189816MAIN03/10/2022
500.00 101.5200.42160GRASS SEEDTESSMAN COS348017-IN189817MAIN03/10/2022
160.50 101.1410.43050CITY COUNCIL MINUTES 021422TIMESAVER OFF SITE SECRETR M27123189818MAIN03/10/2022
1,028.00 609.0000.14500021622 INV/DELTRADITION WINE & SPIRITS L30350189819MAIN03/10/2022
12.00 609.9791.42199021622 INV/DEL30350189819
1,040.00
29.00 101.1320.43050DRUG SCREEN COLL FEETRUST IN US, LLC.93434189820MAIN03/10/2022
6,778.95 601.9600.44000WATERMAIN BREAK REPAIR 49TH AVEVALLEY RICH COMPANY30457189821MAIN03/10/2022
1,004.50 609.0000.14500022422 INV/DELVINOCOPIA INC0298665-IN189822MAIN03/10/2022
505.00 609.0000.14500022422 INV/DEL0298666-IN189822
337.46 609.0000.14500022322 INV/DEL0298550-IN189822
10.00 609.9791.42199022422 INV/DEL0298665-IN189822
12.50 609.9792.42199022422 INV/DEL0298666-IN189822
18.00 609.9792.42199022322 INV/DEL0298550-IN189822
1,887.46
2,100.00 609.0000.14500022322 INVWINE MERCHANTS7369356189823MAIN03/10/2022
1,506.00 609.0000.14500022322 INV7369357189823
37.79 609.9791.42199022322 INV7369356189823
33.76 609.9792.42199022322 INV7369357189823
3,677.55
61.79 101.2200.43810020822 51-4217828-3XCEL ENERGY (N S P)51-4217828-3189824MAIN03/10/2022
10.05 101.3160.43810030222 51-4174399-1952951086189824
10.05 101.3160.43810030122 51-4941920-1952650794189824
9.14 101.3160.43810022822 51-4159572-0952387078189824
10.18 101.3160.43810022822 51-0013562395-2952387972189824
1,108.13 601.9600.43810022522 51-0012949181-30952293322189824
1,209.34
405.00 881.5000.42171SOFTBALL JERSEYSXTREME CUSTOM APPAREL & PRI85173189825MAIN03/10/2022
83
Item 11.
CHECK DISBURSEMENT REPORT FOR CITY OF COLUMBIA HEIGHTS 27/27Page03/10/2022 10:53 AM
User: jackies
DB: Columbia Height CHECK DATE FROM 02/25/2022 - 03/10/2022
AmountGL #DescriptionPayeeInvoiceCheck #BankCheck Date
641,483.88 TOTAL OF 180 CHECKSTOTAL - ALL FUNDS
84
Item 11.
StatusDepositCheck AmountGrossNameCheck NumberBankCheck Date
DirectPhysicalCheck
For Check Dates 02/25/2022 to 03/10/2022
03/10/2022 11:04 AM Check Register Report For City Of Columbia Heights Page 1 of 1
Open0.00595.00595.00UNION 49 90359PR02/25/2022
Open0.0010,322.2910,322.29DELTA DENTAL OF MINNESOTA 90360PR02/25/2022
Open0.001,872.341,872.34SUN LIFE FINANCIAL 90361PR02/25/2022
Open0.001,809.991,809.99SUN LIFE FINANCIAL 90362PR02/25/2022
Open0.002,093.002,093.00MEDICA HEALTH PLANS 90363PR02/25/2022
Open0.00130,767.15130,767.15MEDICA 90364PR02/25/2022
Open0.00432.00432.00NCPERS GROUP LIFE INS MBR BEN 90365PR02/25/2022
Open0.00404.84404.84FIDELITY SECURITY LIFE INSURANCE COMPANY 90366PR02/25/2022
Open0.00893.23893.23SUN LIFE FINANCIAL 90367PR02/25/2022
Open0.0032.6532.65SUN LIFE FINANCIAL 90368PR02/25/2022
Cleared0.00200.00200.00COL HTS LOCAL 1216 EFT518PR02/25/2022
Cleared0.00210.00210.00COLHTS FIREFIGHTER ASSN EFT519PR02/25/2022
Cleared0.003,490.573,490.57MSRS MNDCP PLAN 650251 EFT520PR02/25/2022
Cleared0.008,602.098,602.09HSA BANK EFT521PR02/25/2022
Open0.0020,906.8220,906.82VANTAGEPOINT TRANSFER 457 EFT522PR02/25/2022
Cleared0.0076,558.2276,558.22IRS EFT523PR02/25/2022
Cleared0.0073,766.2873,766.28PERA 397400 EFT524PR02/25/2022
Cleared0.00138.50138.50COL HGTS POLICE ASSN EFT525PR02/25/2022
Open0.00700.23700.23VANTAGEPOINT TRANSFER AGENTS EFT526PR02/25/2022
Open0.001,802.231,802.23VANTAGEPOINT TRANSFER -401 EFT527PR02/25/2022
Open0.0015,075.4315,075.43STATE OF MN TAX EFT528PR02/25/2022
Cleared0.00486.28486.28AFSCME COUNCIL 5 EFT529PR02/25/2022
12
10
Total Check Stubs:
Total Physical Checks:
0.00351,159.14351,159.14Number of Checks: 022Totals:
85
Item 11.
CITY COUNCIL MEETING
AGENDA SECTION PUBLIC HEARING
MEETING DATE MARCH 14, 2022
ITEM: Final Plat Approval and Easement Vacation for Existing Lot located at 825 41st Avenue NE.
DEPARTMENT: Community Development BY/DATE: Minerva Hark – 3/3/22
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength X Excellent Housing/Neighborhoods
_Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
INTRODUCTION
Reuter Walton Development has applied for a Final Plat Review with Easement Vacation for the property
located at 825 41st Avenue NE. The Final Plat, once approved, would create three separate lots: Lot 1, which
currently houses the City’s Public Safety Campus; Lot 2, which is proposed to be developed int o a 62-unit, 4-
story affordable apartment building; and Lot 3, which is proposed to be developed into a new retail, office,
and warehouse space for SACA Food Shelf.
In addition to the Final Plat, the applicant is requesting the vacation of an existing storm water drainage utility
easement (per Document No. 1554478), which burdens the underlying property to retain storm water on the
surface of the existing parking lot. With the vacation of this easement, the applicant proposes to construct a
new underground storm water chamber on proposed Lot 2 and record a new easement to store storm water
in the underground chamber. This effectively eliminates the need to continue to maintain existing easement
1554478.
On May 4, 2021, the Planning Commission reviewed and recommended approval of this Planned Unit
Development’s Preliminary Plat and several other Easement Vacations. The applicant is now submitting the
Final Plat, which requires approval prior to project construction.
ZONING ORDINANCE
The Zoning Ordinance requires the Planning Commission to hold a public hearing on the applications for a
Final Plat and Easement Vacation, and submit its recommendation to the City Council. The Planning
Commission held the public hearing on this item on March 1, 2022, where the Commissioners recommended
approval by the City Council. The site is zoned as a Planned Unit Development District (PUD District #2021 -01),
with flexibilities on parking, building setbacks, and units-per-acre through the approval of Ordinance No. 1666.
The newly-platted lots intend to accommodate multi-family housing, retail, office space, and warehouse
space. The project site is adjacent to the One- and Two-Family Residential District (R-2A) to the north and
west, as well as the Multiple Family Residential District to the east (R-4) and the south (R-3).
COMPREHENSIVE PLAN
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Item 12.
City of Columbia Heights - Council Letter Page 2
The Comprehensive Plan guides this area for Transit Oriented Development. Transit Oriented Development
seeks to develop properties to have a mix of residential, retail, and office. Through the approval of the Final
Plat, two additional developable lots will be created with the intention to developing housing, retail, office,
and warehouse space.
FINDINGS OF FACT
Section 9.104 (M) of the Zoning Code outlines two conditions that must be met in order for the City to grant a
Final Plat. They are as follows:
(a) The final plat substantially conforms to the approved preliminary plat.
The final plat submitted substantially conforms to the preliminary plat that was approved by the City
Council on June 14, 2021 through Resolution No. 2021-44.
(b) The final plat conforms to the requirements of Section 9.116 (Subdivision Ordinance).
In review of the final plat that was submitted, Staff finds that the final plat generally conforms to the City’s
Subdivision Ordinance for a Planned Unit Development. The applicant is compliant in this regard.
Additionally, Section 9.104 (J) of the Zoning Code outlines two conditions that must be met in order for the
City to grant an Easement Vacation. They are as follows:
(a) No private rights will be injured or endangered as a result of the vacation.
This is correct.
(b) The public will not suffer loss or inconvenience as a result of the vacation.
This is correct. The applicant proposes an easement dedication to replace the vacated storm water
drainage utility easement, which would help alleviate drainage issues in the area.
RECOMMENDATION
Staff review finds that the proposed Final Plat and Easement Vacation applications meet the requirements of
the Zoning Ordinance. As a result, Staff recommends that the City Council approve the proposed Final Plat and
Easement Vacation for the property located at 825 41st Avenue NE, subject to certain conditions.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution No. 2022 -31, there being ample copies available to the
public.
MOTION: Move to approve the Final Plat as presented, subject to conditions of approval.
MOTION: Move to close the hearing and waive the reading of Resolution No. 2022-32, there being ample
copies available to the public.
MOTION: Move to approve the Easement Vacation as presented, subject to conditions of approval.
ATTACHMENT(S):
Resolution 2022-31
Resolution 2022-32
Application
Narrative
87
Item 12.
City of Columbia Heights - Council Letter Page 3
ALTA Survey
Final Plat
Utility Easement Exhibit
88
Item 12.
RESOLUTION NO. 2022-31
A resolution of the City Council for the City of Columbia Heights, Minnesota, approving a Final
Plat for the property located in the City of Columbia Heights, MN;
WHEREAS, a proposal (Planning Case # 2022-0301) has been submitted by Reuter Walton
Development to the City Council requesting approval of a Final Plat at the following location:
ADDRESS: 825 41st Avenue NE (PID 35-30-24-14-0151)
LEGAL DESCRIPTION: On file at City Hall
THE APPLICANT SEEKS THE FOLLOWING: A Final Plat approval for the property located at 825
41st Avenue NE
WHEREAS, the Planning Commission held a public hearing as required by the City Zoning Code
on March 1, 2022; and
WHEREAS, the City Council has considered the advice and recommendations of the Planning
Commission regarding the effect of the proposed Final Plat upon the health, safety, and welfare
of the community and its Comprehensive Plan, as well as any concern s related to compatibility
of uses, traffic, property values, light, air, danger of fire, and risk to public safety in the
surrounding area; and
NOW, THEREFORE, BE IT RESOLVED, in accordance with the foregoing, and all ordinances and
regulations of the City of Columbia Heights, the City Council of the City of Columbia Heights
adopts the following findings:
1. The Final Plat substantially conforms to the approved Preliminary Plat.
2. The Final Plat conforms with the requirements of Section 9.116.
FURTHER, BE IT RESOLVED, that the conditions of approval, maps, and other information shall
become part of the Final Plat and approval; and in granting the approval of the Final Plat, the
City and the applicant agree that the plat shall become null and void if not recorded with the
Anoka County Recorder’s Office within one (1) calendar year after the approval date.
CONDITIONS OF APPROVAL
1. An approved Final Plat shall be valid for a period of one (1) year from the date of the
City Council approval and must be recorded within that timeframe. In the event that a
Final Plat is not recorded within this time period, the Plat will become void.
2. The applicant shall be responsible for the cost of filing and recording the Final Plat and
related written easements with the Anoka County Recorder’s Office.
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Item 12.
3. The Storm Water Drainage Utility Easement per Doc. No. 1554478 must be vacated prior
to the recording of the Final Plat with the Anoka County Recorder’s Office.
4. Developer shall pay park dedication fees as outlined in the Development Contract.
ORDER OF COUNCIL
Passed this 14th day of March, 2022
Offered by:
Seconded
by:
Roll Call:
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
90
Item 12.
RESOLUTION NO. 2022-32
A resolution of the City Council for the City of Columbia Heights, Minnesota, approving an easement vacation
for property located in the City of Columbia Heights, Minnesota, legally described as:
Storm Water Drainage and Utility Easement per Document No. 1554478A, as graphically
depicted in attached ALTA/NSPS Land Title Survey.
WHEREAS, a proposal (Planning Case # 2022.0301) has been submitted by Reuter Walton Development to the
City Council requesting an easement vacation at the following site:
ADDRESS: 825 41st Avenue NE
Columbia Heights, MN 55421
THE APPLICANT SEEKS THE FOLLOWING: Easement vacation per Code Section 9.104.-(J), of the above legally
described easement.
WHEREAS, the Planning and Zoning Commission held an informal public hearing as required by the City Zoning
Code on March 1, 2022;
WHEREAS, the City Council held a formal public hearing as requ ired by the City Zoning Code on March 14,
2022;
WHEREAS, the City Council has considered the advice and recommendations of the Planning and Zoning
Commission regarding the effect of the proposed easement vacation upon the health, safety, and welfare of
the community and its Comprehensive Plan, as well as any concerns related to compatibility of uses, traffic,
property values, light, air, danger of fire, and risk to public safety in the surrounding areas;
NOW, THEREFORE, in accordance with the foregoing, and all ordinances and regulations of the City of
Columbia Heights, the City Council of the City of Columbia Heights makes t he following:
FINDINGS OF FACT
1. No private rights will be injured or endangered as a result of the vacation.
2. The public will not suffer loss or inconvenience as a result of the vacation.
FURTHER, BE IT RESOLVED, that the attached plans, maps, and other information shall become par t of this
easement vacation; and in granting approval the City and the applicant agree that the easement vacation shall
become null and void if the resolution is not recorded with Anoka County within one (1) calendar year after
the approval date, subject to petition for renewal.
CONDITIONS OF APPROVAL
1. The applicant shall be responsible for providing legal descriptions of all easements that are subject to
be created or amended as a result of the easement vacation. Said descriptions are subject to review by
the City Attorney. Once approved, the applicant shall be responsible for recording the newly created or
91
Item 12.
City of Columbia Heights - Council Resolution Page 2
amended easements with the Anoka County Recorder’s Office.
2. The applicant shall be responsible for recording the easement vacations with the Anoka County
Recorder’s Office.
3. The vacation of easement is contingent upon the recording of the associated Final Plat with the Anoka
County Recorder’s Office.
ORDER OF COUNCIL
Passed this 14th day of March, 2022
Offered by:
Seconded by:
Roll Call:
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
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Item 12.
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Item 12.
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Item 12.
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Item 12.
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Item 12.
Narrative:
Reuter Walton is requesting the vacation of existing storm water drainage utility easement per
document number 1554478 and the proposed subdivision of the 5.00 acre City owned Lot 1,
Block 1, of the Northwestern 2nd Addition plat to create two developable parcels at the north
end of the existing lot. This proposed action will retain the southern 3.31 acres of existing Lot 1
for the City’s existing fire station/public service facility. Reuter Walton is proposing to develop a
62-unit, 4-story apartment building on the new 1.31 acre (Lot 2) in the northwest portion of the
proposed replat area. The remaining 0.38 acre (Lot 3) parcel in the northeast portion of the
proposed replat area will remain undeveloped with this application, but will be zoned to support
future development of a food shelf, or other similar land use. Existing easement 1554478
encumbers the underlying property to retain storm water on the surface of the existing parking
lot. The proposed Reuter Walton application will construct a new underground storm water
chamber on proposed Lot 2 and record a new easement to store storm water in the underground
chamber that effectively eliminates the need to continue to maintain existing easement 1554478.
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Item 12.
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Item 12.
ENGINEERING ARCHITECTURE LAND SURVEYING
ENVIRONMENTAL SERVICES LANDSCAPE ARCHITECTURE
99
Item 12.
Anderson Engineering of Minnesota, LLC
13605 1st Avenue North,Suite 100
Plymouth, MN 55441
763-412-4000 (o) 763-412-4090 (f)
www.ae-mn.com
ENGINEERING ARCHITECTURE LAND SURVEYING
ENVIRONMENTAL SERVICES LANDSCAPE ARCHITECTURE
N
100
Item 12.
CITY COUNCIL MEETING
AGENDA SECTION PUBLIC HEARING
MEETING DATE MARCH 14, 2022
ITEM: Establishment of the 42nd and Jackson Tax Increment Financing District.
DEPARTMENT: Community Development BY/DATE: Aaron Chirpich – 3/8/2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
X Economic Strength X Excellent Housing/Neighborhoods
X Equity and Affordability X Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
Reuter Walton Development has requested public financial assistance in the form of tax increment financing
(TIF) to facilitate the redevelopment t of the City’s vacant development site located north of and contiguous
with the Public Safety campus. Reuter Walton has received approval from the City to construct a 62-unit
affordable apartment community on the property.
Before the City can move to establish a TIF district for the Reuter Walton project, the City must amend the TIF
Plan and district boundaries of TIF district No.9. TIF district No. 9 was created in 20 00 to facilitate the
development of the Columbia Court Townhomes and Crestview Senior Living projects that are located just to
the south, and east of the City’s vacant development site. At the time of the creation of TIF district No. 9, the
City’s Public Safety site, including the vacant portion being redeveloped by Reuter Walton, was included in the
district boundaries. When TIF district No.9 was established, the City did not have plans to build the Public
Safety campus on the site. Therefore, it was included in the district as a future private redevelopment site.
Before creating a new TIF district for Reuter Walton, the Public Safety parcel, which currently includes the
vacant development site, needs to be removed from TIF district No.9.
To finalize the plans for the new Reuter Walton TIF district, there are several details still being discussed and
reviewed between staff, Ehlers and Reuter Walton to verify the full extent of assistance needed. The possible
uses for which TIF assistance is being considered include; land acquisition, site preparation, affordable
housing, and utility related work. Within the city of Columbia Heights, the Economic Development Authority is
authorized to exercise TIF powers; however, the EDA may not exercise said TIF powers without prior approval
of the City Council.
Previously, the EDA and the Council established a redevelopment project designated as the Downtown Central
Business District Revitalization Plan. The revitalization plan has encouraged development and redevelopmen t
throughout the City; however, modifications to the plan must be made to encompass the potential
development being proposed by Reuter Walton. The TIF Plan being reviewed tonight is merely a planning
document that reflects the maximum potential of the prop osed TIF district. The plan in no way constitutes the
terms, length, or dollar amount of the proposed TIF district. The term, length, and dollar amount will be part
of a separate document, called the Contract for Private Redevelopment.
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Item 13.
City of Columbia Heights - Council Letter Page 2
The structure of the proposed TIF district and the general outline of the project being contemplated by Reuter
Walton are detailed in the TIF Plan. The project includes the development of 62 income restricted affordable
apartments. The maximum duration of the TIF District is 26 years, and the estimated annual tax increment is
$71,868. Ehlers has completed the TIF Plan on behalf of the city. A full copy of the plan is at tached to this
report.
TIF is a public financial assistance method used to offset qualified cost of development by using a portion of
the future tax revenue generated from the development within the TIF district. When a TIF district is created,
the current value of all the taxable property within the TIF district is frozen at the current bas e value. Over the
life span of the TIF district, the County, City and School District still collect property taxes from the frozen base
value, but as the development increases the taxable property value within the TIF district, the increased
amount above the frozen base value is the tax increment. This tax increment is what reimburses the developer
for the qualified costs of development.
RECOMMENDED MOTION(S):
MOTION: Move to close the hearing and waive the reading of Resolution 2022 -33, there being ample copies
available to the public.
MOTION: Move to adopt Resolution 2022-33, a resolution approving the removal of a parcel from tax
increment financing district NO.9 within the downtown central business district redevelopment project.
MOTION: Move to waive the reading of Resolution 2022-34, there being ample copies available to the
public.
MOTION: Move to adopt Resolution 2022-34, a resolution adopting a modification to the downtown central
business district revitalization plan for the downtown central business redevelopment project, establishing
the 42nd and Jackson tax increment financing district therein, and adopting a tax increment financing plan
therefor.
ATTACHMENT(S):
Resolution 2022-33
Resolution 2022-34
42nd and Jackson TIF Plan
102
Item 13.
CL205-11-781107.v1
CITY OF COLUMBIA HEIGHTS, MINNESOTA
RESOLUTION NO. 2022-33
RESOLUTION APPROVING THE REMOVAL OF A PARCEL
FROM TAX INCREMENT FINANCING DISTRICT NO. 9 WITHIN
THE DOWNTOWN CENTRAL BUSINESS DISTRICT
REDEVELOPMENT PROJECT
BE IT RESOLVED by the City Council (the “City Council”) of the City of Columbia Heights, Minnesota
(the “City”) as follows:
Section 1. Recitals.
1.01. The City Council and the Board of Commissioners of the Columbia Heights Economic
Development Authority (the “Authority”) previously approved a tax increment financing plan (the “TIF
Plan”) for Tax Increment Financing District No. 9 (the “TIF District”), a redevelopment district within the
Downtown Central Business District Redevelopment Project in the City, pursuant to Minnesota Statutes,
Sections 469.174 through 469.1794, as amended (the “TIF Act”).
1.02. The parcel identified by property identification number 35-30-24-14-0151 and legally
described in EXHIBIT A attached hereto (the “Parcel”) was included in the TIF District.
1.03. The City and the Authority propose to amend the TIF Plan to remove the Parcel from the TIF
District, thereby reducing the size thereof. On March 7, 2022, the Board of Commissioners of the Authority
adopted a resolution approving the removal of the Parcel from the TIF District, contingent upon the City
Council’s approval thereof.
1.04. The current net tax capacity of the Parcel to be eliminated from the TIF District equals or
exceeds the net tax capacity of the Parcel in the TIF District’s original tax capacity, as determined under
Section 469.177, subdivision 1 clause (e) of the TIF Act, Therefore, this amendment to the TIF Plan is
accomplished pursuant to Section 469.175, subdivision 4, clause (e)(2)(A) of the TIF Act, by action of the
City without the need for public hearing and other notice and processing which would otherwise apply to
substantial amendments to tax increment financing districts.
Section 2. Approvals; Further Actions.
2.01. The TIF Plan for the TIF District is hereby amended to remove the Parcel.
2.02. The City authorizes and directs the Authority to notify the Manager of Property Records and
Taxation, as County Auditor, of Anoka County, Minnesota of the removal of the Parcel pursuant to Section
469.175, subdivision 4, clause (e) of the TIF Act, and to file the amendment to the TIF Plan with the
Commissioner of Revenue and the State Auditor pursuant to Section 469.175, subdivision 4 a of the TIF
Act.
103
Item 13.
2
CL205-11-781107.v1
Approved this 14th day of March, 2022, by the City Council of the City of Columbia Heights, Minnesota.
Mayor
ATTEST:
City Clerk
104
Item 13.
A-1
CL205-11-781107.v1
EXHIBIT A
LEGAL DESCRIPTION OF PARCEL
Lot 1, Block 1, Northwestern 2nd Addition, County of Anoka, State of Minnesota
105
Item 13.
CL205-81-781097.v1
CITY OF COLUMBIA HEIGHTS, MINNESOTA
RESOLUTION NO. 2022-34
RESOLUTION ADOPTING A MODIFICATION TO THE
DOWNTOWN CENTRAL BUSINESS DISTRICT
REVITALIZATION PLAN FOR THE DOWNTOWN CENTRAL
BUSINESS DISTRICT REDEVELOPMENT PROJECT,
ESTABLISHING THE 42ND AND JACKSON TAX INCREMENT
FINANCING DISTRICT THEREIN, AND ADOPTING A TAX
INCREMENT FINANCING PLAN THEREFOR
BE IT RESOLVED by the City Council (the “City Council”) of the City of Columbia Heights, Minnesota
(the “City”) as follows:
Section 1. Recitals.
1.01. The City and the Columbia Heights Economic Development Authority (the “Authority”)
have previously approved a Downtown Central Business District Revitalization Plan (the “Revitalization
Plan”) for the Downtown Central Business District Redevelopment Project (the “Redevelopment Project”)
within the City, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and
Minnesota Statutes, Sections 469.090 through 469.1082, as amended (together, the “Act”).
1.02. The City and the Authority have determined to modify the Revitalization Plan for the
Redevelopment Project and approve a Tax Increment Financing Plan (the “TIF Plan”) for the 42nd and
Jackson Tax Increment Financing District (the “TIF District”), a housing district with the Redevelopment
Project, pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”),
all as described in a plan document presented to the City Council on the date hereof.
1.03. Pursuant to Section 469.175, subdivision 2a of the TIF Act, notice of the proposed TIF
District was presented to the commissioner of Anoka County, Minnesota (the “County”) representing the
area to be included in the TIF District at least thirty (30) days before the publication of the notice of public
hearing.
1.04. Pursuant to Section 469.175, subdivision 2 of the TIF Act, the proposed TIF Plan and the
estimates of the fiscal and economic implications of the TIF Plan were presented to the Board of Education
of the Columbia Heights Public Schools and to the Manager of Property Records and Taxation, as County
Auditor, of the County (the “County Auditor”) at least thirty (30) days before the date of the public hearing.
1.05. On March 7, 2022, the Board of Commissioners of the Authority adopted a resolution
approving the modified Revitalization Plan and the TIF Plan and transmitted the modified Revitalization
Plan and the TIF Plan to the City Council for consideration.
1.06. The City Council has reviewed the contents of the modified Revitalization Plan and the TIF
Plan and on this date conducted a duly noticed public hearing thereon, at which the views of all interested
parties were heard.
Section 2. Findings for the Adoption and Approval of the Modified Revitalization Plan.
2.01. It is hereby found and determined that within the Redevelopment Project there exist
conditions of economic obsolescence, underutilization, and inappropriate uses of land constituting blight
106
Item 13.
2
CL205-81-781097.v1
within the meaning of the Act. The findings stated in the modified Revitalization Plan are incorporated
herein by reference.
2.02. It is further specifically found and determined that (i) the land within the Redevelopment
Project would not be made available for redevelopment without the public intervention and financial
assistance described in the Revitalization Plan; (ii) the modified Revitalization Plan will afford maximum
opportunity, consistent with the sound needs of the City as a whole, for the redevelopment of the
Redevelopment Project by private enterprise; and (iii) the modified Revitalization Plan conforms to the
general plan for the development of the City as a whole.
Section 3. Findings for the Establishment of the TIF District.
3.01. It is found and determined that it is necessary and desirable for the sound and orderly
development of the Redevelopment Project, and for the protection and preservation of the public health,
safety, and general welfare, that the authority of the TIF Act b e exercised by the City to provide financial
assistance to the TIF District and the Redevelopment Project.
3.02. It is further found and determined, and it is the reasoned opinion of the City, that the
development proposed in the TIF Plan could not reasonably be expected to occur solely through private
investment within the reasonably foreseeable future.
3.03. The proposed development to be financed in part through tax increment financing will
provide the City with affordable housing.
3.04. The TIF Plan conforms to the general plan for development of the City as a whole.
3.05. The TIF Plan will afford maximum opportunity, consistent with the sound needs of the City
as a whole, for the redevelopment of the TIF District and the Redevelopment Project by private enterprise.
3.06. The TIF District is a housing district under Section 469.174, subdivision 11 of the TIF Act.
3.07. Reasons and facts supporting all the above findings are set forth in the TIF Plan and in
EXHIBIT A attached to this resolution and are incorporated herein by reference. The City Council has also
relied upon reports and recommendations of its staff and consultants, as well as the personal knowledge of
members of the City Council, in reaching its conclusions regarding the TIF Plan.
3.08. The City Council elects to calculate the fiscal disparities for the TIF District in accordance
with Section 469.177, subdivision 3(b) of the TIF Act, which means that the fiscal disparities contribution
will be taken from inside the TIF District.
Section 4. Public Purpose. The adoption of the modified Revitalization Plan and the TIF Plan
conforms in all respects to the requirements of the Act and will help provide additional affordable housing
opportunities in the City and thereby serves a public purpose. For the reasons described in EXHIBIT A,
the City believes these benefits directly derive from the tax increment assistance provided under the TIF
Plan. A private developer will receive only the assistance needed to make this development financially
feasible. As such, any private benefits received by a developer are incidental and do not outweigh the
primary public benefits.
107
Item 13.
3
CL205-81-781097.v1
Section 5. Approvals; Further Proceedings.
5.01. The modified Revitalization Plan and the TIF Plan are hereby approved and adopted in
substantially the forms on file at City Hall and shall be placed on file in the office of the Community
Development Director.
5.02. The City Council authorizes and directs the Authority to file a request for certification of the TIF
District with the County Auditor and to file a copy of TIF Plan with the Minnesota Commissioner of Revenue
and the Office of the State Auditor as required by the TIF Act.
5.03. The County Auditor is requested to certify the original net tax capacity of the TIF District,
as described in the modified Revitalization Plan and the TIF Plan, and to certify in each year thereafter the
amount by which the original net tax capacity has increased or decreased. The City Council hereby
authorizes and directs the Authority to forthwith transmit this request to the County Auditor in such form
and content as the County Auditor may specify, together with a list of all properties within the TIF District
for which building permits have been issued during the eighteen (18) months immediately preceding the
adoption of this resolution.
5.04. The City’s staff, advisors, and legal counsel are authorized and directed to proceed with the
implementation of the modified Revitalization Plan and the TIF Plan and to negotiate, draft, prepare, and
present to the City Council for its consideration all further plans, resolutions, documents, and contracts
necessary for this purpose.
Approved this 14th day of March, 2022, by the City Council of the City of Columbia Heights, Minnesota.
Mayor
ATTEST:
City Clerk
108
Item 13.
A-1
CL205-81-781097.v1
EXHIBIT A
FINDINGS OF FACT
The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan (the
“TIF Plan”) for the 42nd and Jackson Tax Increment Financing District (the “TIF District”), as required
pursuant to Minnesota Statutes, Section 469.175, subd. 3 are as follows:
1. Finding that the TIF Plan conforms to the general plan for the development or redevelopment of
the municipality as a whole.
The City Council reviewed the TIF Plan and found that the TIF Plan conforms to the general development
plan of the City, including the proposed 2040 Comprehensive Plan.
2. Finding that the proposed development, in the opinion of the City Council, would not reasonably
be expected to occur solely through private investment within the reasonably foreseeable future.
This proposed TIF District is a housing district, which will provide additional affordable housing in the
City and meet the City’s objectives for development and redevelopment. However, due to high costs of
land acquisition, site and public improvements and utilities, the proposed housing project is feasible only
through assistance, in part, from tax increment financing. In addition, decreased rental income from the
affordable units will result in a cash flow insufficient to provide a sufficient rate of return, pay operating
expenses, and service the debt related to this project. This funding gap will be payable, in part, through tax
increment financing. The redeveloper was asked for and provided a letter and a proforma as justification
that the redeveloper would not have gone forward without tax increment assistance.
3. Finding that the TIF Plan will afford maximum opportunity, consistent with the sound needs of the
City as a whole, for the development or redevelopment of the Downtown Central Business District
Redevelopment Project by private enterprise.
The project to be assisted by the TIF District will result in increased availability of decent, safe and sanitary
life-cycle affordable housing in the City.
109
Item 13.
Adoption Date: March 14, 2022
Columbia Heights Economic
Development Authority
City of Columbia Heights,
Anoka County, Minnesota
MODIFICATION TO THE
Downtown Central Business District
Revitalization Plan
For the Downtown Central Business District
Redevelopment Project
&
Tax Increment Financing (TIF) Plan
Establishment of 42nd and Jackson
Tax Increment Financing District
(a housing district)
BUILDING COMMUNITIES. IT’S WHAT WE DO.
Prepared by:
Ehlers
3060 Centre Pointe Drive
Roseville, Minnesota 55113
110
Item 13.
TABLE OF CONTENTS
Modification to the Downtown Central Business District Revitalization Plan
for the Downtown Central Business District Redevelopment Project 1
FOREWORD 1
Tax Increment Financing Plan for the 42nd and Jackson Tax Increment
Financing District (Reuter Walton) 2
FOREWORD 2
STATUTORY AUTHORITY 2
STATEMENT OF OBJECTIVES 2
DOWNTOWN CENTRAL BUSINESS DISTRICT REVITALIZATION PLAN
OVERVIEW 3
DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY TO BE
ACQUIRED 3
DISTRICT CLASSIFICATION 4
DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT 4
ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED NET TAX
CAPACITY VALUE/INCREMENT & NOTIFICATION OF PRIOR PLANNED
IMPROVEMENTS 5
SOURCES OF REVENUE/BONDS TO BE ISSUED 6
USES OF FUNDS 7
FISCAL DISPARITIES ELECTION 8
ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS 8
SUPPORTING DOCUMENTATION 11
DISTRICT ADMINISTRATION 11
Appendix A: Map of the Downtown Central Business Distirct
Redevelopment Project and the TIF District 12
Appendix B: Estimated Cash Flow for the District 13
Appendix C: Findings Including But/For Qualifications 14
111
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 1
Modification to the Downtown Central Business District
Revitalization Plan for the Downtown Central Business
District Redevelopment Project
FOREWORD
The following text represents a Modification to the Downtown Central
Busincess District Revitalization Plan for Downtown Central Business District
Redevelopment Project. From and after the date of adoption of this
modification, the names of the plan and project are the “Downtown Central
Business District Revitalization Plan” and the “Downtown Central Business
District Redevelopment Project”. This modification represents a continuation
of the goals and objectives set forth in the Downtown Central Business
District Revitalization Plan for the Downtown Central Business District
Redevelopment Project. Generally, the substantive changes include the
establishment of the 42nd and Jackson Tax Increment Financing District
(Reuter Walton).
For further information, a review of the Downtown Central Business District
Revitalization Plan for the Downtown Central Business District
Redevelopment Project, is recommended. It is available from the Community
Development Director at the City of Columbia Heights. Other relevant
information is contained in the Tax Increment Financing Plans for the Tax
Increment Financing Districts located within Downtown Central Business
District Redevelopment Project.
112
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 2
Tax Increment Financing Plan for the 42nd and Jackson
Tax Increment Financing District (Reuter Walton)
FOREWORD
The Columbia Heights Economic Development Authority (the "EDA"), the City
of Columbia Heights (the "City"), staff and consultants have prepared the
following information to expedite the Establishment of the 42nd and Jackson
Tax Increment Financing District (the "District"), a housing tax increment
financing district, located in the Downtown Central Business Distirct
Redevelopment Project.
STATUTORY AUTHORITY
Within the City, there exist areas where public involvement is necessary to
cause development or redevelopment to occur. To this end, the EDA and City
have certain statutory powers pursuant to Minnesota Statutes ("M.S."),
Sections 469.090 - 469.1082, inclusive, as amended, and M.S., Sections
469.174 to 469.1794, inclusive, as amended (the "Tax Increment Financing
Act" or "TIF Act"), to assist in financing public costs related to this project.
This section contains the Tax Increment Financing Plan (the "TIF Plan") for the
District. Other relevant information is contained in the Modification to the
Downtown Central Business District Revitalization Plan for the Downtown
Central Business District Redevelopment Project.
STATEMENT OF OBJECTIVES
The District will consist of one (1) parcel of land and adjacent roads and
internal rights-of-way after the parcel subdivision is completed. The District is
being created to facilitate the construction of a 62-unit residential apartment
building in the City. The EDA intends to enter into an agreement with Reuter
Walton as the developer. Development is anticipated to begin in the summer
of 2022. This TIF Plan is expected to achieve many of the objectives outlined
in the Downtown CBD Revitalization Plan for the Downtown Central Business
District Redevelopment Project.
The activities contemplated in the Modification to the Downtown Central
Business District Revitalization Plan and the TIF Plan do not preclude the
undertaking of other qualified development or redevelopment activities.
These activities are anticipated to occur over the life of the Downtown Central
Business District Redevelopment Project and the District.
113
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 3
DOWNTOWN CENTRAL BUSINESS DISTRICT REVITALIZATION
PLAN OVERVIEW
Pursuant to the Downtown Central Business District Revitalization Plan and
authorizing state statutes, the EDA or City is authorized to undertake the
following activities in the District:
1. Property to be Acquired - The City currently owns the parcel of
land to be subdivided and included within the District.
2. Relocation - Relocation services, to the extent required by law,
are available pursuant to M.S., Chapter 117 and other relevant state
and federal laws.
3. Upon approval of a developer's plan relating to the project and
completion of the necessary legal requirements, the City may sell
to a developer the subdivided land to be included within the
District or may lease land or facilities to a developer.
4. The EDA or City may perform or provide for some or all necessary
acquisition, construction, relocation, demolition, and required
utilities and public street work within the District.
DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY
TO BE ACQUIRED
The District encompasses a portion of parcel number 35-30-24-14-0151. This
portion along with adjacent roads rights-of-way and abutting roadways
identified by the parcel listed below.
Parcel number Address Owner
35-30-24-14-0151* 825 41st Ave NE City of CH
*Parcel will be subdivided into three parcels, one of which will be located within the District.
In addition, the parcel listed above is currently located within TIF District No.
9 (Transition Block Redevelopment Project – Crest View/Real Estate Equities
Project). It will be removed from this district prior to establishment of the
42nd and Jackson TIF District (Reuter Walton), and thereafter subdivided into
three parcels, one of which will be located in the District.
Please also see the map in Appendix A for further information on the location
of the District.
114
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 4
The EDA or City may acquire any parcel within the District including interior
and adjacent street rights of way. Any properties identified for acquisition
will be acquired by the EDA or City only in order to accomplish one or more
of the following: storm sewer improvements; provide land for needed public
streets, utilities and facilities; carry out land acquisition, site improvements,
clearance and/or development to accomplish the uses and objectives set
forth in this plan. The EDA or City may acquire property by gift, dedication,
condemnation or direct purchase from willing sellers in order to achieve the
objectives of this TIF Plan. Such acquisitions will be undertaken only when
there is assurance of funding to finance the acquisition and related costs.
The City currently owns the parcel of property to be included in the District.
DISTRICT CLASSIFICATION
The EDA and City, in determining the need to create a tax increment financing
district in accordance with M.S., Sections 469.174 to 469.1794, as amended,
inclusive, find that the District, to be established, is a housing district pursuant
to M.S., Section 469.174, Subd. 11 and M.S., Section 469.1761.
$ The District will consist of one (1) parcel
$ The development will consist of 62 units of multi-family rental housing
$ At least 40% of the units will be occupied by persons with incomes of 60%
or less of area median income
$ No more that 20 percent of the square footage of the building that is
receiving assistance from tax increment consists of commercial, retail or
other non-residential uses.
Pursuant to M.S., Section 469.176, Subd. 7, the District does not contain any
parcel or part of a parcel that qualified under the provisions of M.S., Sections
273.111, 273.112, or 273.114 or Chapter 473H for taxes payable in any of the five
calendar years before the filing of the request for certification of the District.
DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT
Pursuant to M.S., Section 469.175, Subd. 1, and Section 469.176, Subd. 1, the
duration and first year of tax increment of the District must be indicated
within the TIF Plan. Pursuant to M.S., Section 469.176, Subd. 1b., the duration
of the District will be 25 years after receipt of the first increment by the EDA
(a total of 26 years of tax increment). The EDA elects to receive the first tax
increment in 2024, which is no later than four years following the year of
approval of the District.
115
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 5
Thus, it is estimated that the District, including any modifications of the TIF
Plan for subsequent phases or other changes, would terminate after 2049, or
when the TIF Plan is satisfied. The EDA reserves the right to decertify the
District prior to the legally required date.
ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED
NET TAX CAPACITY VALUE/INCREMENT & NOTIFICATION OF
PRIOR PLANNED IMPROVEMENTS
Pursuant to M.S., Section 469.174, Subd. 7 and M.S., Section 469.177, Subd. 1,
the Original Net Tax Capacity (ONTC) as certified for the District by June 30
will be based on the market values placed on the property by the assessor in
2021 for taxes payable 2022.
Pursuant to M.S., Section 469.177, Subds. 1 and 2, the County Auditor shall
certify in each year (beginning in the payment year 2024) the amount by
which the original value has increased or decreased as a result of:
1. Change in tax exempt status of property within the district and any
subdistrict;
2. Reduction or enlargement of the geographic boundaries of the district;
3. Change due to adjustments, negotiated or court-ordered abatements;
4. Change in the use of the property and classification;
5. Change in state law governing class rates; or
6. Change in previously issued building permits.
In any year in which the current Net Tax Capacity (NTC) value of the District
declines below the ONTC, no value will be captured and no tax increment will
be payable to the EDA.
The original local tax rate for the District will be the local tax rate for taxes
payable 2022, assuming the request for certification is made before June 30,
2022). The ONTC and the Original Local Tax Rate for the District appear in
the table below.
Pursuant to M.S., Section 469.174 Subd. 4 and M.S., Section 469.177, Subd. 1, 2,
and 4, the estimated Captured Net Tax Capacity (CTC) of the District, within
the Downtown Central Business District Redevelopment Project, upon
completion of the project within the District, will be in the annual approximate
amount shown in the table below. The EDA requests 100 percent of the
available increase in tax capacity for repayment of its obligations and current
expenditures, beginning in the tax year payable 2024. The Project Tax
Capacity (PTC) listed is an estimate of values when the projects within the
District are completed.
116
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 6
Project estimated Tax Capacity upon completion 122,362
Original estimated Net Tax Capacity 5,250
Fiscal Disparities 0
Estimated Captured Tax Capacity 117,112
Original Local Tax Rate 126.6390%
Pay 2022
Prelim
Estimated Annual Tax Increment $148,310
Percent Retained by the City 100%
Project Tax Capacity
Note: Tax capacity includes a 3.0% inflation factor for the duration of the District. The tax capacity
included in this chart is the estimated tax capacity of the District in year 25. The tax capacity
of the District in year one is estimated to be $15,500.
Pursuant to M.S., Section 469.177, Subd. 4, the EDA shall, after a diligent
search, accompany its request for certification to the County Auditor or its
notice of the District enlargement pursuant to M.S., Section 469.175, Subd. 4,
with a listing of all properties within the District or area of enlargement for
which building permits have been issued during the eighteen (18) months
immediately preceding approval of the TIF Plan by the municipality pursuant
to M.S., Section 469.175, Subd. 3. The County Auditor shall increase the
original net tax capacity of the District by the net tax capacity of
improvements for which a building permit was issued.
The EDA has reviewed the area to be included in the District and determined
no building permits have been issued during the 18 months immediately
preceding approval of the TIF Plan by the City.
SOURCES OF REVENUE/BONDS TO BE ISSUED
The total estimated tax increment revenues for the District are shown in the
table below:
SOURCES
Tax Increment 2,599,298$
Interest 259,930
TOTAL 2,859,228$
117
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 7
The costs outlined in the Uses of Funds will be financed primarily through the
annual collection of tax increments. The EDA reserves the right to incur
bonds or other indebtedness as a result of the TIF Plan. As presently
proposed, the projects within the District will be financed by pay-as-you-go
notes and interfund loans. Any refunding amounts will be deemed a
budgeted cost without a formal TIF Plan Modification. This provision does not
obligate the EDA to incur debt. The EDA will issue bonds or incur other debt
only upon the determination that such action is in the best interest of the City.
The EDA or City may issue bonds (as defined in the TIF Act) secured in whole
or in part with tax increments from the District in a maximum principal
amount of $2,010,851. Such bonds may be in the form of pay-as-you-go
notes, revenue bonds or notes, general obligation bonds, or interfund loans.
This estimate of total bonded indebtedness is a cumulative statement of
authority under this TIF Plan as of the date of approval.
USES OF FUNDS
Currently under consideration for the District is a proposal to facilitate the
construction of a 62-unit residential apartment building. The EDA and City
have determined that it will be necessary to provide assistance to the project
for certain District costs, as described.
The EDA has studied the feasibility of the development or redevelopment of
property in and around the District. To facilitate the establishment and
development or redevelopment of the District, this TIF Plan authorizes the use
of tax increment financing to pay for the cost of certain eligible expenses.
The estimate of public costs and uses of funds associated with the District is
outlined in the following table.
USES
Land/Building Acquisition 150,000$
Site Improvements/Preparation 100,000
Affordable Housing 200,000
Utilities 1,250,000
Other Qualifying Improvements 50,921
Administrative Costs (up to 10%)259,930
PROJECT COSTS TOTAL 2,010,851$
Interest 848,377
PROJECT AND INTEREST COSTS TOTAL 2,859,228$
118
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 8
The total project cost, including financing costs (interest) listed in the table
above does not exceed the total projected tax increments for the District as
shown in the Sources of Revenue section.
Estimated costs associated with the District are subject to change among
categories without a modification to this TIF Plan. The cost of all activities to
be considered for tax increment financing will not exceed, without formal
modification, the budget above pursuant to the applicable statutory
requirements. The EDA may expend funds for qualified housing activities
outside of the District boundaries.
FISCAL DISPARITIES ELECTION
Pursuant to M.S., Section 469.177, Subd. 3, the EDA or City may elect one of
two methods to calculate fiscal disparities.
The EDA will choose to calculate fiscal disparities by clause b (inside).
ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS
The estimated impact on other taxing jurisdictions assumes that the
redevelopment contemplated by the TIF Plan would occur without the
creation of the District. However, the EDA has determined that such
development or redevelopment would not occur "but for" tax increment
financing and that, therefore, the fiscal impact on other taxing jurisdictions is
$0. The estimated fiscal impact of the District would be as follows if the "but
for" test was not met:
Entity
2021/Pay 2022
Total Net Tax
Capacity
Estimated
Captured Tax
Capacity
(CTC) upon
completion
Percent of
CTC to Entity
Total
Anoka County 410,733,169 117,112 0.0285%
City of Columbia Heights 16,309,127 117,112 0.7181%
ISD 13 (Columbia Heights)22,206,849 117,112 0.5274%
Impact on Tax Base
119
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 9
Entity
Pay 2022
Prelim.
Extension
Rate
Percent of
Total CTC Potential
Taxes
Anoka County 27.5730% 21.77% 117,112 $ 32,291
City of Columbia Heights 67.2230% 53.08% 117,112 78,726
ISD 13 (Columbia Heights)24.8920% 19.66% 117,112 29,152
Other 6.9510% 5.49% 117,112 8,140
126.6390% 100.00% $148,310
Impact on Tax Rates
The estimates listed above display the captured tax capacity when all
construction is completed. The tax rate used for calculations is the
Preliminary Pay 2022 rate. The total net capacity for the entities listed above
are based on Pay 2022 figures. The District will be certified under the Pay
2022 rates, which were unavailable at the time this TIF Plan was prepared.
Pursuant to M.S. Section 469.175 Subd. 2(b):
(1) Estimate of total tax increment. It is estimated that the total amount
of tax increment that will be generated over the life of the District is
$2,599,298;
(2) Probable impact of the District on city provided services and ability
to issue debt. An impact of the District on police protection is
expected. With any addition of new residents or businesses, police
calls for service will be increased. New developments add an
increase in traffic, and additional overall demands to the call load.
The City does not expect that the proposed development, in and of
itself, will necessitate new capital investment in vehicles or facilities.
The probable impact of the District on fire protection is not expected
to be significant. Typically, new buildings generate few calls, if any,
and are of superior construction. The City does not expect that the
proposed development, in and of itself, will necessitate new capital
investment in vehicles or facilities.
120
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 10
The District may impact the public infrastructure. The development
is not expected to significantly impact any traffic movements in the
area or the existing sanitary sewer and water infrastructure.
However, the EDA and City expect there to be an impact on storm
sewer infrastructure as a result of the proposed development. Based
on the development plans, there are no additional costs associated
with street maintenance, sweeping, plowing, lighting and sidewalks.
The probable impact of any District general obligation tax increment
bonds on the ability to issue debt for general fund purposes is
expected to be minimal. It is not anticipated that there will be any
general obligation debt issued in relation to this project, therefore
there will be no impact on the City's ability to issue future debt or on
the City's debt limit.
(3) Estimated amount of tax increment attributable to school district
levies. It is estimated that the amount of tax increments over the life
of the District that would be attributable to school district levies,
assuming the school district's share of the total local tax rate for all
taxing jurisdictions remained the same, is $510,915;
(4) Estimated amount of tax increment attributable to county levies. It is
estimated that the amount of tax increments over the life of the
District that would be attributable to county levies, assuming the
county's share of the total local tax rate for all taxing jurisdictions
remained the same, is $565,943;
(5) Additional information requested by the county or school district. The
EDA and City are not aware of any standard questions in a county or
school district written policy regarding tax increment districts and
impact on county or school district services. The county or school
district must request additional information pursuant to M.S. Section
469.175 Subd. 2(b) within 15 days after receipt of the tax increment
financing plan.
No requests for additional information from the county or school
district regarding the proposed development for the District have
been received.
121
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 11
SUPPORTING DOCUMENTATION
Pursuant to M.S. Section 469.175, Subd. 1 (a), clause 7 the TIF Plan must
contain identification and description of studies and analyses used to make
the determination set forth in M.S. Section 469.175, Subd. 3, clause (b)(2) and
the findings are required in the resolution approving the District.
(i) In making said determination, reliance has been placed upon (1)
written representation made by the developer to such effects, (2)
review of the developer’s proforma; and (3) City staff awareness of
the feasibility of developing the project site within the District, which
is further outlined in the City Council resolution approving the
establishment of the TIF District and Appendix C.
(ii) A comparative analysis of estimated market value both with and
without establishment of the TIF District and the use of tax
increments has been performed. Such analysis is included with the
cashflow in Appendix B and indicates that the increase in estimated
market value of the proposed development (less the indicated
subtractions) exceeds the estimated market value of the site absent
the establishment of the TIF District and the use of tax increments.
DISTRICT ADMINISTRATION
Administration of the District will be handled by the Community Development
Director.
122
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 12
Appendix A: Map of the Downtown Central Business Distirct
Redevelopment Project and the TIF District
123
Item 13.
42nd & Jackson Tax Increment Financing
District (Reuter Walton)
Downtown Central Business District (CBD)
City of Columbia Heights
Anoka County, Minnesota
44TH AVE NE
TIF Distirct
Municipal Boundaries
Parcels
Legend
UNIVERSITY AVE NE
The boundaries of the CBD Redevelopment Project are coterminous with the corporate limits of the City of Columbia Heights.
CENTRAL AVE NE
48TH AVE NE
R E S E R V O IR B L V D N E
40TH AVE NE
124
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 13
Appendix B: Estimated Cash Flow for the District
125
Item 13.
2/18/2022
42nd & Jackson TIF District (Reuter Walton)
City of Columbia Heights, MN
62-Unit Affordable Apartment
ASSUMPTIONS AND RATES
DistrictType:Housing
District Name/Number:
County District #:Exempt Class Rate (Exempt)0.00%
First Year Construction or Inflation on Value 2022 Commercial Industrial Preferred Class Rate (C/I Pref.)
Existing District - Specify No. Years Remaining First $150,000 1.50%
Inflation Rate - Every Year:3.00%Over $150,000 2.00%
Interest Rate:3.00%Commercial Industrial Class Rate (C/I)2.00%
Present Value Date:1-Aug-23 Rental Housing Class Rate (Rental)1.25%
First Period Ending 1-Feb-24 Affordable Rental Housing Class Rate (Aff. Rental)
Tax Year District was Certified:Pay 2022 First $100,000 0.75%
Cashflow Assumes First Tax Increment For Development:2024 Over $100,000 0.25%
Years of Tax Increment 26 Non-Homestead Residential (Non-H Res. 1 Unit)
Assumes Last Year of Tax Increment 2049 First $500,000 1.00%
Fiscal Disparities Election [Outside (A), Inside (B), or NA]Inside(B)Over $500,000 1.25%
Incremental or Total Fiscal Disparities Incremental Homestead Residential Class Rate (Hmstd. Res.)
Fiscal Disparities Contribution Ratio 33.1759%Pay 2022 Prelim First $500,000 1.00%
Fiscal Disparities Metro-Wide Tax Rate 132.5960%Pay 2022 Prelim Over $500,000 1.25%
Maximum/Frozen Local Tax Rate: 126.639%Pay 2022 Prelim Agricultural Non-Homestead 1.00%
Current Local Tax Rate: (Use lesser of Current or Max.)126.639%Pay 2022 Prelim
State-wide Tax Rate (Comm./Ind. only used for total taxes)37.0000%Pay 2022 Prelim
Market Value Tax Rate (Used for total taxes)0.10407%Pay 2022 Prelim
Building Total Percentage Tax Year Property Current Class After
Land Market Market Of Value Used Original Original Tax Original After Conversion
Map ID PID Owner Address Market Value Value Value for District Market Value Market Value Class Tax Capacity Conversion Orig. Tax Cap.
1 35-30-24-14-0151 City of CH 825 41st Ave NE 2,692,300 0 2,692,300 26%700,000 Pay 2022 Exempt - Aff. Rental 5,250 1
2,692,300 0 2,692,300 700,000 0 5,250
Note:
1. Base values are based upon estimate received from the County Assessor's office on 6-9-21.
2. Located in SD # 13 and Mississippi WS (UTA 14013I)
Area/
Phase
Tax Rates
BASE VALUE INFORMATION (Original Tax Capacity)
Prepared by Ehlers
126
Item 13.
2/18/2022
42nd & Jackson TIF District (Reuter Walton)
City of Columbia Heights, MN
62-Unit Affordable Apartment
Estimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First Year
Market Value Market Value Total Market Tax Project Project Tax Completed Completed Completed Completed Full Taxes
Area/Phase New Use Per Sq. Ft./Unit Per Sq. Ft./Unit Sq. Ft./Units Value Class Tax Capacity Capacity/Unit 2022 2023 2024 2025 Payable
1 Apartments 200,000 200,000 62 12,400,000 Aff. Rental 62,000 1,000 25%75%100%100%2026
TOTAL 12,400,000 62,000
Subtotal Residential 62 12,400,000 62,000
Subtotal Commercial/Ind.0 0 0
Note:
1. Market values are based upon estimates received from the County Assessor's office on 6-9-21.
Total Fiscal Local Local Fiscal State-wide Market
Tax Disparities Tax Property Disparities Property Value Total Taxes Per
New Use Capacity Tax Capacity Capacity Taxes Taxes Taxes Taxes Taxes Sq. Ft./Unit
Apartments 62,000 0 62,000 78,516 0 0 6,452 84,969 1,370.46
TOTAL 62,000 0 62,000 78,516 0 0 6,452 84,969
Note:
1. Taxes and tax increment will vary significantly from year to year depending upon values, rates, state law, fiscal disparities and other factors
which cannot be predicted.
Total Property Taxes 84,969 Current Market Value - Est.700,000
less State-wide Taxes 0 New Market Value - Est.12,400,000
less Fiscal Disp. Adj.0 Difference 11,700,000
less Market Value Taxes (6,452)Present Value of Tax Increment 1,662,642
less Base Value Taxes (6,649) Difference 10,037,358
Annual Gross TIF 71,868 Value likely to occur without Tax Increment is less than:10,037,358
WHAT IS EXCLUDED FROM TIF?MARKET VALUE BUT / FOR ANALYSIS
TAX CALCULATIONS
PROJECT INFORMATION (Project Tax Capacity)
Prepared by Ehlers
127
Item 13.
2/18/2022 Tax Increment Cashflow - Page 3
42nd & Jackson TIF District (Reuter Walton)
City of Columbia Heights, MN
62-Unit Affordable Apartment
TAX INCREMENT CASH FLOW
Project Original Fiscal Captured Local Annual Semi-Annual State Admin.Semi-Annual Semi-Annual PERIOD
% of Tax Tax Disparities Tax Tax Gross Tax Gross Tax Auditor at Net Tax Present ENDING Tax Payment
OTC Capacity Capacity Incremental Capacity Rate Increment Increment 0.36%10%Increment Value Yrs.Year Date
- - - - 02/01/24
100%15,500 (5,250) - 10,250 126.639%12,980 6,490 (23) (647) 5,820 5,649 0.5 2024 08/01/24
100%15,500 (5,250) - 10,250 126.639%12,980 6,490 (23) (647) 5,820 11,215 1 2024 02/01/25
100%46,500 (5,250) - 41,250 126.639%52,239 26,119 (94) (2,603) 23,423 33,284 1.5 2025 08/01/25
100%46,500 (5,250) - 41,250 126.639%52,239 26,119 (94) (2,603) 23,423 55,026 2 2025 02/01/26
100%62,000 (5,250) - 56,750 126.639%71,868 35,934 (129) (3,580) 32,224 84,497 2.5 2026 08/01/26
100%62,000 (5,250) - 56,750 126.639%71,868 35,934 (129) (3,580) 32,224 113,531 3 2026 02/01/27
100%63,860 (5,250) - 58,610 126.639%74,223 37,112 (134) (3,698) 33,280 143,074 3.5 2027 08/01/27
100%63,860 (5,250) - 58,610 126.639%74,223 37,112 (134) (3,698) 33,280 172,181 4 2027 02/01/28
100%65,776 (5,250) - 60,526 126.639%76,649 38,325 (138) (3,819) 34,368 201,795 4.5 2028 08/01/28
100%65,776 (5,250) - 60,526 126.639%76,649 38,325 (138) (3,819) 34,368 230,971 5 2028 02/01/29
100%67,749 (5,250) - 62,499 126.639%79,148 39,574 (142) (3,943) 35,488 260,653 5.5 2029 08/01/29
100%67,749 (5,250) - 62,499 126.639%79,148 39,574 (142) (3,943) 35,488 289,896 6 2029 02/01/30
100%69,782 (5,250) - 64,532 126.639%81,722 40,861 (147) (4,071) 36,643 319,645 6.5 2030 08/01/30
100%69,782 (5,250) - 64,532 126.639%81,722 40,861 (147) (4,071) 36,643 348,953 7 2030 02/01/31
100%71,875 (5,250) - 66,625 126.639%84,373 42,187 (152) (4,203) 37,831 378,766 7.5 2031 08/01/31
100%71,875 (5,250) - 66,625 126.639%84,373 42,187 (152) (4,203) 37,831 408,137 8 2031 02/01/32
100%74,031 (5,250) - 68,781 126.639%87,104 43,552 (157) (4,340) 39,056 438,011 8.5 2032 08/01/32
100%74,031 (5,250) - 68,781 126.639%87,104 43,552 (157) (4,340) 39,056 467,444 9 2032 02/01/33
100%76,252 (5,250) - 71,002 126.639%89,916 44,958 (162) (4,480) 40,317 497,378 9.5 2033 08/01/33
100%76,252 (5,250) - 71,002 126.639%89,916 44,958 (162) (4,480) 40,317 526,869 10 2033 02/01/34
100%78,540 (5,250) - 73,290 126.639%92,813 46,407 (167) (4,624) 41,616 556,861 10.5 2034 08/01/34
100%78,540 (5,250) - 73,290 126.639%92,813 46,407 (167) (4,624) 41,616 586,410 11 2034 02/01/35
100%80,896 (5,250) - 75,646 126.639%95,797 47,899 (172) (4,773) 42,954 616,458 11.5 2035 08/01/35
100%80,896 (5,250) - 75,646 126.639%95,797 47,899 (172) (4,773) 42,954 646,062 12 2035 02/01/36
100%83,323 (5,250) - 78,073 126.639%98,871 49,435 (178) (4,926) 44,332 676,164 12.5 2036 08/01/36
100%83,323 (5,250) - 78,073 126.639%98,871 49,435 (178) (4,926) 44,332 705,821 13 2036 02/01/37
100%85,822 (5,250) - 80,572 126.639%102,036 51,018 (184) (5,083) 45,751 735,976 13.5 2037 08/01/37
100%85,822 (5,250) - 80,572 126.639%102,036 51,018 (184) (5,083) 45,751 765,684 14 2037 02/01/38
100%88,397 (5,250) - 83,147 126.639%105,297 52,648 (190) (5,246) 47,213 795,889 14.5 2038 08/01/38
100%88,397 (5,250) - 83,147 126.639%105,297 52,648 (190) (5,246) 47,213 825,648 15 2038 02/01/39
100%91,049 (5,250) - 85,799 126.639%108,655 54,328 (196) (5,413) 48,719 855,902 15.5 2039 08/01/39
100%91,049 (5,250) - 85,799 126.639%108,655 54,328 (196) (5,413) 48,719 885,709 16 2039 02/01/40
100%93,781 (5,250) - 88,531 126.639%112,114 56,057 (202) (5,586) 50,270 916,010 16.5 2040 08/01/40
100%93,781 (5,250) - 88,531 126.639%112,114 56,057 (202) (5,586) 50,270 945,864 17 2040 02/01/41
100%96,594 (5,250) - 91,344 126.639%115,677 57,839 (208) (5,763) 51,867 976,211 17.5 2041 08/01/41
100%96,594 (5,250) - 91,344 126.639%115,677 57,839 (208) (5,763) 51,867 1,006,109 18 2041 02/01/42
100%99,492 (5,250) - 94,242 126.639%119,347 59,673 (215) (5,946) 53,513 1,036,501 18.5 2042 08/01/42
100%99,492 (5,250) - 94,242 126.639%119,347 59,673 (215) (5,946) 53,513 1,066,443 19 2042 02/01/43
100%102,477 (5,250) - 97,227 126.639%123,127 61,563 (222) (6,134) 55,208 1,096,877 19.5 2043 08/01/43
100%102,477 (5,250) - 97,227 126.639%123,127 61,563 (222) (6,134) 55,208 1,126,861 20 2043 02/01/44
100%105,551 (5,250) - 100,301 126.639%127,020 63,510 (229) (6,328) 56,953 1,157,336 20.5 2044 08/01/44
100%105,551 (5,250) - 100,301 126.639%127,020 63,510 (229) (6,328) 56,953 1,187,360 21 2044 02/01/45
100%108,717 (5,250) - 103,467 126.639%131,030 65,515 (236) (6,528) 58,751 1,217,875 21.5 2045 08/01/45
100%108,717 (5,250) - 103,467 126.639%131,030 65,515 (236) (6,528) 58,751 1,247,939 22 2045 02/01/46
100%111,979 (5,250) - 106,729 126.639%135,160 67,580 (243) (6,734) 60,603 1,278,492 22.5 2046 08/01/46
100%111,979 (5,250) - 106,729 126.639%135,160 67,580 (243) (6,734) 60,603 1,308,594 23 2046 02/01/47
100%115,338 (5,250) - 110,088 126.639%139,415 69,707 (251) (6,946) 62,511 1,339,185 23.5 2047 08/01/47
100%115,338 (5,250) - 110,088 126.639%139,415 69,707 (251) (6,946) 62,511 1,369,323 24 2047 02/01/48
100%118,798 (5,250) - 113,548 126.639%143,797 71,898 (259) (7,164) 64,476 1,399,949 24.5 2048 08/01/48
100%118,798 (5,250) - 113,548 126.639%143,797 71,898 (259) (7,164) 64,476 1,430,123 25 2048 02/01/49
100%122,362 (5,250) - 117,112 126.639%148,310 74,155 (267) (7,389) 66,499 1,460,783 25.5 2049 08/01/49
100%122,362 (5,250) - 117,112 126.639%148,310 74,155 (267) (7,389) 66,499 1,490,991 26 2049 02/01/50
Total 2,608,689 (9,391) (259,930) 2,339,368
Present Value From 08/01/2023 Present Value Rate 3.00%1,662,642 (5,986) (165,666) 1,490,991
Prepared by Ehlers & Associates, Inc. - Estimates Only N:\Minnsota\Columbia Heights\Housing - Economic - Redevelopment\TIF\TIF Districts\42nd & Jackson (Reuter Walton)\Cash flows\Cashflow 1-19-22
128
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 14
Appendix C: Findings Including But/For Qualifications
The reasons and facts supporting the findings for the adoption of the Tax
Increment Financing Plan for 42nd and Jackson Tax Increment Financing
District, as required pursuant to Minnesota Statutes, Section 469.175,
Subdivision 3 are as follows:
1. Finding that 42nd and Jackson Tax Increment Financing District is a
housing district as defined in M.S., Section 469.174, Subd. 11.
42nd and Jackson Tax Increment Financing District consists of one (1)
parcel. The development will consist of the construction of a 62-unit
residential apartment building, all or a portion of which will receive tax
increment assistance and will meet income restrictions described in M.S.
469.1761. At least 40 percent of the units receiving assistance will be
occupied by persons with incomes at or below 60 percent of area
median income.
2. Finding that the proposed development, in the opinion of the City
Council, would not reasonably be expected to occur solely through
private investment within the reasonably foreseeable future.
The proposed development, in the opinion of the City, would not
reasonably be expected to occur solely through private investment
within the reasonably foreseeable future: This finding is supported by
the fact that the development proposed in this plan is a housing district
that meets the City's objectives for development and redevelopment.
The cost of land acquisition, site and public improvements and utilities
makes this housing development infeasible without City assistance. Due
to decreased rental income from affordable units, there is insufficient
cash flow to provide a sufficient rate of return, pay operating expenses,
and service the debt. This leaves a gap in the funding for the project
and makes this housing development feasible only through assistance,
in part, from tax increment financing. The developer was asked for and
provided a letter and a proforma as justification that the developer
would not have gone forward without tax increment assistance.
The increased market value of the site that could reasonably be
expected to occur without the use of tax increment financing would be
less than the increase in market value estimated to result from the
proposed development after subtracting the present value of the
projected tax increments for the maximum duration of the TIF District
permitted by the TIF Plan: This finding is justified on the grounds that
the cost of land acquisition, site and public improvements, utilities and
129
Item 13.
Columbia Heights Economic Development Authority
42nd and Jackson Tax Increment Financing District (Reuter Walton) 15
construction of affordable housing add to the total development cost.
Historically, the costs of site and public improvements as well as
reduced rents required for affordable workforce housing in the City
have made development infeasible without tax increment assistance.
The City reasonably determines that no other development of similar
scope is anticipated on this site without substantially similar assistance
being provided to the development.
3. Finding that the TIF Plan for 42nd and Jackson Tax Increment Financing
District conforms to the general plan for the development or
redevelopment of the municipality as a whole.
The City Council reviewed the TIF Plan and found that the TIF Plan
conforms to the general development plan of the City.
4. Finding that the TIF Plan for 42nd and Jackson Tax Increment Financing
District will afford maximum opportunity, consistent with the sound
needs of the City as a whole, for the development or redevelopment of
Downtown Central Business Distict Redevelopment Project by private
enterprise.
Through the implementation of the TIF Plan, the City will provide an
impetus for residential development, which is desirable or necessary for
increased population and an increased need for life-cycle housing within
the City.
130
Item 13.
CITY COUNCIL MEETING
AGENDA SECTION PUBLIC HEARING
MEETING DATE MARCH 14, 2022
ITEM: Approval Consideration for the Issuance of Multifamily Housing Revenue Bonds (Reuter Walton
Project).
DEPARTMENT: Community Development BY/DATE: Aaron Chirpich – 3/9/2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
X Economic Strength X Excellent Housing/Neighborhoods
X Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
The City has received a request from Reuter Walton Development to issue tax-exempt bonds on their behalf
to support the construction of their proposed 62-unit affordable housing development to be located on the
vacant City owned development site just north of the Public Safety building.
On June 22, 2021, the City Council approved Resolution 2021-53, a resolution which authorized the
preparation and submission of a Housing Program to the Metropolitan Council and granted the preliminary
issuance of multi-family housing revenue bonds (tax-exempt bonds) to finance the Reuter Walton affordable
housing project in an amount not to exceed $11,000,000. Thus, the City submitted the Housing Program to the
Metropolitan Council and submitted an allocation application to the Minnesota Department of Management
and Budget (MMB) requesting the tax-exempt bonds.
On January 11, 2022, the MMB notified the City that the Reuter Walton project was allocated tax-exempt
bonds in the amount of $9,886,800. Therefore, in accordance with the provisions of Minnesota State Statutes,
the City is required to issue the allocated tax-exempt bonds within 180 days from the date of allocation, which
would be on or before July 10, 2022.
Bonds of this type are not an obligation of the City or its taxpayers, rather an obligation of the developer. Only
project revenues of the developer, in this case, rent collected after completion of the project would be
pledged for repayment of the bonds. While the City must approve issuance of the bonds and al l bond
documents, the transaction is largely handled by the private borrower and the underwriter that serves as the
initial purchaser of the bonds.
The City has previously issued tax-exempt bonds for other various developments, such as the Sullivan Shores
townhomes, Crestview senior care facilities, the Legends of Columbia Heights, and Grand Central Flats. With
the issuance of tax-exempt bonds, the City has required that the developer reimburse the City for all costs
associated with the issuance of the bonds, as well as pay an issuance fee in the amount of 1% of the principal
amount issued for the tax-exempt bonds. In the case of the request by Reuter Walton, the City would realize
an issuance fee in the amount of $98,868.
131
Item 14.
City of Columbia Heights - Council Letter Page 2
SUMMARY AND RECOMMENDATION:
The Metropolitan Council has reviewed and approved the Housing Program that has been submitted as part of
this bond allocation request, and the project has been awarded bond funding from MMB during a highly
competitive funding round. Staff recommend approval of Resolution 2022-35, a resolution which formally
approves the Housing Program, and the final authorization for the issuance of the tax-exempt bonds.
RECOMMENDED MOTION(S):
MOTION: Move to close the hearing and waive the reading of Resolution 2022-35, there being ample copies
available to the public.
MOTION: Move to approve Resolution 2022-35, a resolution providing final authorization for the issuance,
sale, and delivery of multifamily housing revenue bonds or other obligations to finance the costs of a
multifamily housing development; approving the forms of an authorizing the execution and delivery of the
obligations and related documents; approving a housing program under Minnesota Statutes, Chapter 462C,
as amended; providing for the security, rights, and remedies with respect to the obligations; and taking
certain other actions.
ATTACHMENT(S):
Resolution 2022-35
Housing Program
Metropolitan Council Housing Program Letter
Loan Agreement
Indenture
Regulatory Agreement
132
Item 14.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
RESOLUTION NO. 2022-35
PROVIDING FINAL AUTHORIZATION FOR THE ISSUANCE, SALE, AND
DELIVERY OF MULITIFAMILY HOUSING REVENUE BONDS OR OTHER
OBLIGATIONS TO FINANCE THE COSTS OF A MULTIFAMILY HOUSING
DEVELOPMENT; APPROVING THE FORMS OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE OBLIGATIONS AND RELATED
DOCUMENTS; APPROVING A HOUSING PROGRAM UNDER MINNESOTA
STATUTES, CHAPTER 462C, AS AMENDED; PROVIDING FOR THE
SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE
OBLIGATIONS; AND TAKING CERTAIN OTHER ACTIONS
BE IT RESOLVED by the City Council (the “Council”) of the City of Columbia Heights,
Minnesota (the “City” or “Issuer”), as follows:
Section 1. Recitals.
1.01. The City is a home rule charter city duly organized and existing under its Charter and the
Constitution and laws of the State of Minnesota.
1.02. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the “Act”), the City is
authorized to carry out the public purposes described in the Act by providing for the issuance of revenue
bonds or other obligations to finance or refinance multifamily housing developments located within the
City.
1.03. Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), and
regulations promulgated thereunder, require that prior to the issuance of the Obligations, the Council
approve the Obligations after conducting a public hearing thereon preceded by publication of a notice of
public hearing in the form and method required by Section 147(f) of the Code and app licable regulations,
which includes publication in a newspaper of general circulation at least seven (7) days prior to the public
hearing date. Section 462C.04 of the Act requires that, as a condition to the issuance of the Obligations, a
public hearing must be held on a housing program providing the information required by Section 462C.03,
subdivision 1a of the Act after one publication of notice in a newspaper circulating generally in the City at
least fifteen (15) days before the hearing.
1.04. On June 22, 2021, the Council adopted Resolution No. 2021-53 (the “Preliminary
Resolution”) under the terms of which the Council (i) granted preliminary approval to the issuance of
multifamily housing revenue bonds or other obligations (the “Obligations”), in the aggr egate principal
amount not to exceed $11,000,000, under the terms of the Act for the benefit of 825 41st Ave Limited
Partnership, or its affiliates or assigns (now formally created as entity known as 42 Central Limited
Partnership, a Minnesota limited partnership) (the “Borrower”), to finance the acquisition, construction and
equipping of an approximately 62-unit workforce multifamily rental housing development and facilities
functionally related and subordinate thereto, comprised of one four-story apartment building including one,
two, and three-bedroom units, with both surface lot and below-ground parking, and other amenities,
including multiple gathering spaces and an outdoor playground, to be located at 825 41st Avenue City
(now to be located at 800 42nd Avenue NE in the City as a result of replatting) (the Project”); (ii)
authorized the submission of an application for an allocation of bonding authority of the State of Minnesota
pursuant to Section 146 of the Code and in accordance with the requirements of the Allocation Act; (iii)
133
Item 14.
2
authorized the preparation of a housing program (the “Housing Program”) to be submitted to the
Metropolitan Council for its review and comment; and (iv) stated the official intent of the City to reimburse
the Borrower for expenditures made for costs of the Project from the proceeds of tax-exempt bonds or other
obligations under Section 1.150-2 of the Treasury Regulations.
1.05. The Preliminary Resolution constitutes a reimbursement resolution and an official intent
of the Issuer to reimburse expenditures with respect to the Project from the proceeds of tax-exempt revenue
obligations in accordance with the provisions of Section 1.150-2 of the Regulations.
1.06. In accordance with the requirements of the Act and the Code, a notice of public hearing in
the form required by the Act and Section 147(f) of the Code was published in The Life, the official
newspaper of the City and a newspaper of general circulation in the City, at least fifteen (15) days before
the public hearing.
1.07. In accordance with the requirements of Section 462C.04 of the Act, the Housing Program
was submitted to Metropolitan Council for its review and comment on or before the date of publication of
the notice of public hearing.
1.08 In accordance with the authority granted under the Preliminary Resolution, the City, in
cooperation with the Borrower, submitted an application for an allocation of bonding authority to MMB .
The City received Certificate of Allocation No. 422, dated January 11, 2022 (the “Allocation Certificate”),
from MMB allocating bonding authority to the City in the amount of $9,866,800.
1.09. On the date hereof the Council held a public hearing at which a reasonable opportunity was
provided for interested individuals to express their views, both orally and in writing, with respect to the
Project, the Housing Program and the proposed issuance of the Obligations in accordance with the
requirements of Section 462C.04, subdivision 2 of the Act and Section 147(f) of the Code.
1.10. The obligations shall not constitute a debt of the City within the meaning of any state
constitutional provision or statutory limitation, the Obligations shall not constitute or give rise to a charge
against the general credit or taxing powers of the City, the Obligations shall not constitute or give rise to a
pecuniary liability of the City, and the Obligations shall be payable solely out of any funds and properties
expressly pledged as security therefor.
Section 2. Findings, Determinations, and Declarations. Based on representations made by the
Borrower to the Issuer to date, the Council hereby makes the following findings, determina tions, and
declarations:
2.01. The Project constitutes a “qualified residential rental project” within the meaning of
Section 142(d) of the Code, and a “multifamily housing development” authorized by the Act, and furthers
the purposes of the Act. The purpose of the Project is, and the effect thereof will be, to promote the public
welfare by the acquisition and construction of a facility for use as a multifamily housing development
designed primarily for occupancy by persons of low and moderate income.
2.02. The Issuer hereby authorizes the Borrower, in accordance with the provisions of the Act to
provide for the development of the Project and the payment of the costs of the Project by such means as
shall be available to the Borrower and in the manner determined by the Borrower.
Section 3. Adoption of Housing Program. The Housing Program prepared pursuant to the
Preliminary Resolution and submission thereof to the Metropolitan Council for its review and comment is
hereby ratified, confirmed, and approved in all respects. The City Manager is hereby authorized to do all
134
Item 14.
3
other things and take all other actions as may be necessary or appropriate to carry out the Housing Program
in accordance with the Act and any other applicable laws and regulations. Pursuant to the Housing Program,
either (i) forty percent (40%) of the housing units in the Project will be held for occupancy by families or
individuals with adjusted gross income not in excess of sixty percent (60%) of median family income,
adjusted for family size; or (ii) twenty percent (20%) of the housing units will be held for occupancy by
families or individuals with adjusted gross income not in excess of fifty percent (50%) of median family
income, adjusted for family size.
Section 4. Authorization to Issue the Obligations; Approving the Forms of and Authorizing
the Execution and Delivery of the Obligations and Related Documents; Providing for the Security Rights,
and Remedies with Respect to the Bonds.
4.01. For the purpose of financing all or a portion of the costs of the acquisition, construction,
and equipping of the Project and related costs, the issuance of the Obligations in accordance with the terms
and conditions of the Act, the Housing Program, and this resolution, in an aggregate principal amount not
to exceed $11,000,000, is hereby approved.
4.02. The Obligations may be issued in any number of series, as determined in the discretion of
the Mayor and the City Manager of the City (together, the “City Officials”).
4.03. The Obligations, substantially in the form set forth in an Indenture of Trust (the
“Indenture”) between the City and U.S. Bank Trust Company, National Association, a national banking
association (the “Trustee”), now on file with the City, are hereby approved with the amendments referenced
herein.
4.04. The Indenture is hereby approved, and the City Officials are hereby authorized to execute
and deliver the Indenture on behalf of the City. All of the provisions of the Indenture, when executed and
delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent
as if incorporated verbatim herein and shall be in full force and effect from the date of execution and
delivery thereof. The Indenture shall be substantially in the form now on file with the City with such
necessary and appropriate variations, omissions, and insertions as do not materially change the substan ce
thereof, as the City Officials in their discretion, shall determine, and the execution and delivery thereof by
the City Officials shall be conclusive evidence of such determination.
4.05. The proceeds derived from the sale of the Obligations are to be loaned by the City to the
Borrower under the terms of a Loan Agreement (the “Loan Agreement”) between the City and the
Borrower. The Loan Agreement is hereby approved, and the City Officials are hereby authorized to execute
and deliver the Loan Agreement on behalf of the City. All of the provisions of the Loan Agreement, when
executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to
the same extent as if incorporated verbatim herein and shall be in full f orce and effect from the date of
execution and delivery thereof. The Loan Agreement shall be substantially in the form now on file with the
City with such necessary and appropriate variations, omissions, and insertions as do not materially change
the substance thereof, as the City Officials, in their discretion, shall determine, and the execution and
delivery thereof by the City Officials shall be conclusive evidence of such determination. The proceeds of
the loan to be made under the terms of the Loan Agreement (the “Loan”) are hereby authorized to be applied
to the payment of a portion of the costs of the acquisition, construction, and equipping of the Project and
related costs, the financing of capitalized interest during construction of the Project, the funding of any
required reserves, and the payment of costs of issuance.
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4.06. The Borrower’s repayment obligations under the Loan Agreement will be evidenced by a
Promissory Note delivered by the Borrower to the City (the “Note”), which will be assigned by the City to
the Trustee pursuant to an assignment thereof (the “Note Assignment”).
4.07. To ensure continuing compliance with certain rental and occupancy restrictions imposed
by the Act, Minnesota Statutes, Chapter 474A, as amended (the “Allocation Act”), and Section 142(d) of
the Code, and to ensure continuing compliance with certain restrictions imposed by the City, the City
Officials are hereby authorized and directed to execute and deliver a Regulatory Agreement (the
“Regulatory Agreement”) between the City, the Borrower, and the Trustee . The Regulatory Agreement
shall be substantially in the form now on file with the City, which is hereby approved, with such omissions
and insertions as do not materially change the substance thereof, as the City Officials, in their discretion,
shall determine, and the execution thereof by the City Officials shall be conclusive evidence of such
determination. All of the provisions of the Regulatory Agreement, when executed and delivered as
authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if
incorporated verbatim herein and shall be in full force and effect from the date of execution and delive ry
thereof.
4.08. The City acknowledges, finds, determines, and declares that the issuance of the Obligations
is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the
Obligations, and the other actions of the City under this resolution and the Loan Agreement constitute a
public purpose and are in the interests of the City. In authorizing the issuance of the Obligations for the
financing of the Project and related costs, the City’s purpose is, and the effect thereof will be, to promote
the public welfare of the City and its residents by providing multifamily housing developments for low and
moderate-income residents of the City and otherwise furthering the purposes and policies of the Act.
4.09. The City hereby authorizes the Obligations to be issued as “taxable bonds” or as “tax-
exempt bonds” the interest on which is not includable in gross income for federal income tax purposes and
net taxable income of individuals, trusts, and estates for State of Minnesota income tax purposes.
4.11. All of the provisions of the Obligations, when executed as authorized herein, shall be
deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and
shall be in full force and effect from the date of execution and delivery thereof. The Obligations shall bear
interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be issued in
the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and
shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on
file with the City, which form is hereby approved, with such necessary and appropriate variations,
omissions, and insertions (including changes to the aggregate principal amount of the Obligations, the stated
maturities of the Obligations, the interest rates on the Obligations, and the terms of redemption of the
Obligations) as the City Officials, in their discretion, shall determine. The execution of the Obligations with
the manual or facsimile signature of the City Officials and the delivery of the Obligations by the City shall
be conclusive evidence of such determination.
4.12. The Obligations shall not constitute general or moral obligations of the City but shall be
special, limited obligations of the City payable solely from the revenues provided by the Borrower under
the terms of the Loan Agreement and from the revenues and security pledged, assigned, and granted under
the terms of this resolution, the Obligations, the Loan Agreement, and any other security documents
provided by the Borrower or any other party to secure the timely payment of the principal of, premium, if
any, and interest on the Obligations. As provided in the Loan Agreement, the Obligations shall not be
payable from or charged upon any funds other than the revenue pledged to their payment, nor shall the City
be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the
Obligations shall ever have the right to compel any exercise by the City of any taxing powers of the City to
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pay the Obligations or the interest or premium thereon, or to enforce payment thereof against any property
of the City except the interests of the City in the Loan Agreement and the revenues and assets thereunder,
which will be assigned to the Trustee under the terms of the Indenture.
4.13. The City acknowledges and hereby approves any one or more security documents,
including but not limited to the Note. All such security documents, if any are delivered, shall be substantially
in the forms authorized and approved by the Borrower.
4.14. The Obligations, when executed and delivered, shall contain a recital that they are issued
in accordance with the Act, and such recital shall be conclusive evidence of the validity of the Obligations
and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of
the State of Minnesota relating to the adoption of this resolution, to the issuance of the Obligations, and to
the execution of the aforementioned documents to happen, exist, and be performed precedent to the
execution of the aforementioned documents have happened, exist, and have been performed as so required
by law. The Obligations shall also recite that the Obligations, including interest and premium, if any,
thereon, are payable solely from the revenues and assets pledged to the payment thereof, and the Obligations
shall not constitute a debt of the City within the meaning of any constitutional or statutory limitations.
4.15 The City Officials are hereby designated as the representatives of the City with respect to
the issuance of the Obligations and the transactions related thereto. The City Manager is authorized, upon
request, to furnish certified copies of all proceedings and records of the City relating to the Obligations, and
such other affidavits and certificates as may be required to show the facts relating to the Obligations as such
facts appear from the books and records in the custody and control of the City; and all such certified copies,
certificates, and affidavits, including any heretofore furnished, shall constitute representations of the City
as to the truth of all statements contained therein. The City Officials are hereby further authorized to execute
and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may
be requested by Kennedy & Graven, Chartered, as bond counsel to the City (“Bond Counsel”), the Trustee,
the Borrower, or other persons or entities in conjunction with the issuance of the Obligations and the
expenditure of the proceeds of the Obligations. Without imposing any limitations on the scope of the
preceding sentence, the City Officials are specifically authorized to execute and deliver such other
documents and certificates as are necessary or appropriate in connection with the issuance, sale, and
delivery of the Obligations, including a Bond Purchase Agreement between the City, the Borrower, and
Colliers Securities LLC, as original purchaser of one or more series of the Obligations (the “Underwriter”),
an assignment of Note, if necessary, one or more general certificates of the City, an Information Return for
Tax-Exempt Private Activity Bond Issues, Form 8038, with respect to the Obligations, an endorsement to
any tax certificates as to arbitrage, rebate, and other federal tax matters executed and delivered in connection
with the issuance of the Obligations, appropriate amendments to the Housing Program, and all other
documents and certificates as the City Officials shall deem to be necessary or appropriate in connection
with the issuance, sale, and delivery of the Obligations (the “Financing Documents”). The City Officials
are hereby further authorized and directed to execute and deliver all other instruments and documents
necessary to accomplish the purposes for which the Obligations are to be issued.
Section 5. Additional Findings and Certifications.
5.01 The City will not participate in the preparation or distribution of any official statements or
other disclosure documents relating to the offer and sale of the Obligations (the “Disclosure Documents”),
except only for certain information relating specifically to the City as approved by the City Officials, and
will make no independent investigation with respect to the information contained in the Disclosure
Documents, including the appendices thereto, and the City assumes no responsibility for the sufficiency,
accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the
distribution and the use by the Underwriter of the Disclosure Documents in connection with the offer and
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sale of series of the Obligations to be offered and sold pursuant to such Disclosure Documents. The
Disclosure Documents are the sole materials consented to by the City for use in connection with the offer
and sale of the Obligations.
5.02 The authority to approve, execute and deliver future amendments to the Financing
Documents and consents required under the Financing Documents is hereby delegated to the City Officials,
subject to the following conditions: (a) such amendments or consents do not materially adversely affect
the interests of the City; (b) such amendments or consents do not contravene or violate any policy of the
City, (c) such amendments or consents do not require the consent of the holder or such consent has been
obtained; and (d) such amendments or consents are acceptable in form and substance to Bond Counsel and
the City attorney. The authorization hereby given shall be further construed as authorization for the
execution and delivery of such certificates and related items as may be required to demonstrate compliance
with the agreements being amended and the terms of this resolution. The execution of any instrument by
the City Manager shall be conclusive evidence of the approval of such instruments in accordance with the
terms hereof. In the absence of the City Manager, any instrument authorized by this paragraph to be
executed and delivered may be executed by the officer of the City authorized to act in his or her place and
stead. The City Manager may impose any terms or conditions on the execution and delivery of any such
amendment or supplement as the City Manager deems appropriate.
5.03 No covenant, stipulation, obligation, or agreement herein contained or contained in the
aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any
member of the Council of the City, or any officer, agent, or employee of the City in that person’s individual
capacity, and neither the Council of the City nor any officer, agent, or employee executing the Obligations
or any such documents shall be personally liable on the Obligations or such documents or be subject to any
personal liability or accountability by reason of the issuance of the Obligations or the execution and delivery
of such documents. No provision, covenant, or agreement contained in the aforementioned documents, the
Obligations, or in any other document relating to the Obligations, and no obligation therein or herein
imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation of
the City or any pecuniary liability of the City or any charge upon its general credit or taxing powers . In
making the agreements, provisions, covenants, and representations set forth in such documents, the City
has not obligated itself to pay or remit any funds or revenues, other tha n funds and revenues derived from
the Loan Agreement, which are to be applied to the payment of the Obligations, as provided therein.
5.04 Except as herein otherwise expressly provided, nothing in this resolution or in the
aforementioned documents expressed or implied, is intended or shall be construed to confer upon any
person or firm or corporation, other than the City, and any holders of the Obligations issued under the
provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this
resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their
provisions being intended to be and being for the sole and exclusive benefit of the City, the Borrower, the
Underwriter, and any beneficial owners from time to time of the Obligations issued under the provisions of
this resolution.
5.05 In case any one or more of the provisions of this resolution, other than the provisions
limiting the liability of the City, or of the aforementioned documents, or of the Obligations issued hereunder
shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other
provision of this resolution, or of the aforementioned documents, or of the Obligations, but this resolution,
the aforementioned documents, and the Obligations shall be construed and endorsed as if such illegal or
invalid provisions had not been contained therein.
5.06 In anticipation of the issuance of the Obligations to finance all or a portion of the Project,
and in order that completion of the Project will not be unduly delayed when approved, the Borrower is
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hereby authorized to make such expenditures and advances toward payment of that portion of the costs of
the Project to be financed from the proceeds of the Obligations, as the Borrower considers necessary,
including the use of interim, short-term financing, subject to reimbursement from the proceeds of the
Obligations if and when delivered but otherwise without liability on the part of the City.
5.07 The officers of the City, Bond Counsel, the City attorney, other attorneys, and other agents
or employees of the City are hereby authorized to do all acts and things required of them by or in connection
with this resolution, the aforementioned documents, or the Obligations, for the full, punctual, and complete
performance of all the terms, covenants, and agreements contained in the Obligations, the aforementioned
documents, and this resolution.
5.08 The staff of the City is hereby authorized, in cooperation with Bond Counsel, to take all
steps necessary and desirable to proceed to develop the Housing Program and to issue the Obligations.
5.09 The Borrower has agreed to pay the administrative fees of the City in accordance with the
applicable policies and procedures of the City. It is hereby determined that any and all costs incurred by the
City in connection with the financing of the Project will be paid by the Borrower.
5.10. It is understood and agreed by the Borrower that the Borrower shall indemnify the City
against all liabilities, losses, damages, costs, and expenses (including attorneys’ fees and expenses incurred
by the City) arising with respect to the Project and the Obligations, as provi ded for and agreed to by and
between the Borrower and the City in the Loan Agreement.
5.11. The financing transaction represented by the Obligations is subject to all existing policies
and procedures of the City and is also subject to any conduit bond po licies and procedures subsequently
adopted by the City to the extent the provisions thereof are intended to be applied retroactively to conduit
revenue obligations issued prior to the adoption of such conduit bond policies and procedures.
Section 6. Effective Date. This resolution shall be in full force and effect from and after its
passage.
Adopted: March 14, 2022
Amáda Márquez Simula, Mayor
ATTEST:
Sarah Ion, City Clerk
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Item 14.
STATE OF MINNESOTA )
)
COUNTY OF ANOKA ) SS.
)
CITY OF COLUMBIA HEIGHTS )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Columbia Heights,
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 held on March 14, 2022, with the original thereof on file in
my office and the same is a full, true and complete transcript therefrom insofar as the same relates to a resolution
providing final authorization of the issuance, sale, and delivery of multifamily housing revenue bonds or other
obligations to finance the costs of a multifamily housing development; approving the forms of and authorizing
the execution and delivery of the obligations and related documents; approving a housing program under
Minnesota Statutes, Chapter 462C, as amended; providing for the security, rights, and remedies with respect to
the obligations; and taking certain other actions.
WITNESS My hand as Clerk and the corporate seal of the City this ____ day of ___________, 2022.
City Clerk
City of Columbia Heights, Minnesota
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CL162-60-777749.v3
CITY OF COLUMBIA HEIGHTS, MINNESOTA
PROGRAM FOR A MULTIFAMILY HOUSING DEVELOPMENT
42nd & Central Apartments Project
Pursuant to Minnesota Statutes, Chapter 462C, as amended (the “Act”), the City of Columbia
Heights, Minnesota (the “Issuer”) is authorized to develop and administer a housing program (the
“Program”) to provide for the financing of a multifamily housing development or the rehabilitation of a
multifamily housing development under the circumstances and within the li mits set forth in the Act.
Section 462C.07 of the Act provides that such programs for multifamily housing developments may be
financed by revenue bonds or obligations issued by the Issuer.
The Issuer has received a proposal that it approve a program providing for the acquisition,
construction, and equipping of an approximately 62-unit workforce multifamily rental housing
development and facilities functionally related and subordinate thereto, comprised of one four-story
apartment building including one, two, and three-bedroom units, with both surface lot and below-
ground parking, and other amenities, including multiple gathering spaces and an outdoor playground,
to be located at 800 42nd Avenue NE in the City of Columbia Heights (the “City”), within Anoka
County (the “County”). The acquisition, construction, and equipping of the Project is to be funded in part
through the issuance by the Issuer of one or more series of revenue bonds, as taxable or tax-exempt
obligations, in the aggregate principal amount not to exceed $11,000,000 (the “Obligations”), the proceeds
of which will be loaned to 42 Central Limited Partnership, a Minnesota limited partnership (together with
its affiliates or assigns, the “Borrower”).
The affordability standards and set-aside requirements of Section 462C.05, subdivision 2 of the
Act and other requirements of the Act, and Section 142(d) of the Code will be satisfied. In accordance
with Section 462C.05, subdivision 2 of the Act, the Proj ect is designed to be affordable by persons and
families with adjusted gross income not in excess of the limits set forth in Section 462C.03, subdivision
2, and by other persons and families to the extent determined to be necessary in furtherance of the po licy
of economic integration stated in Section 462A.02, subdivision 6, with at least 20% of the dwelling units
held for occupancy by families or individuals with adjusted gross income not in excess of 80% of the
median family income as estimated by the United States Department of Housing and Urban Development
for the standard metropolitan statistical area. In accordance with Section 142(d) of the Code, at least
20% of the units must be occupied by persons or families whose family incomes do not exceed 50% of
area median gross income or at least 40% of the units must be occupied by persons or families whose
family incomes do not exceed 60% of area median gross income.
The Project will be undertaken in accordance with the requirements of Section 462C.05,
subdivisions 1 and 2 of the Act. The specific activities described in this Program will be undertaken to
further the policies and goals consistent with the housing portion of the comprehensive plan for the City
and as otherwise outlined herein. The Issuer hereby relies on the analysis of how this proposed Project
will meet the needs of low- and moderate-income families as prepared by the Borrower.
Section A. Definitions. The following terms used in this Program shall have the following
meanings, respectively:
“Act” shall mean Minnesota Statutes, Chapter 462C, as currently in effect and as the same may
be from time to time amended.
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CL162-60-777749.v3 2
“Borrower” shall mean 42 Central Limited Partnership, a Minnesota limited partnership, or its
affiliates or assigns.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the treasury regulations
promulgated thereunder.
“County” shall mean Anoka County, Minnesota.
“Housing Unit” shall mean any one of the dwelling units to be located in the Project, occupied by
one or more persons or a family, and containing complete living facilities.
“Issuer” shall mean the City of Columbia Heights, Minnesota.
“Land” shall mean the real property upon which the Project is situated.
“Obligations” shall mean the conduit revenue bonds or obligations to be issued by the Issuer to
finance the Program.
“Program” shall mean this Program for a Multifamily Housing Development for the financing of
the Project pursuant to the Act.
“Project” shall mean the workforce multifamily rental housing development, to be located at 800
42nd Avenue NE in the City of Columbia Heights, comprised of one four-story apartment building
including approximately 62 Housing Units (comprised of one, two, and three-bedroom units), with
both surface lot and below-ground parking, and other amenities, including multiple gathering spaces
and an outdoor playground, to be acquired, constructed and equipped by the Borrower, together with
functionally related and subordinate facilities.
Section B. Program for Financing the Project. It is proposed that the Issuer establish this
Program to provide financing for the acquisition, construction, and equipping of the Project at such cost
and upon such other terms and conditions as set forth herein and as may be agreed upon in writing
between the Issuer, the initial purchaser of the Obligations, and the Borrower. By resolution adopted on
June 22, 2021 (the “Preliminary Resolution”), the City Council (the “Council”) of the
Issuer preliminarily approved the issuance of the Obligations, in an aggregate principal amount not to
exceed $11,000,000, under the terms of the Act to finance the Project. The Issuer expects to issue the
Obligations in one or more series pursuant to an allocation of bonding authority the Issuer obtained from
the State of Minnesota in the amount of $9,886,800, plus any additional allocation of bonding authority
that may be obtained from the State of Minnesota in an amount not to exceed the remaining amount
preliminarily approved by the Issuer pursuant to the Preliminary Resolution, and after the terms of the
Obligations have been agreed upon by the Issuer, the Borrower, and the initial purchaser of the
Obligations. The proceeds of the Obligations will be loaned by the Issuer t o the Borrower to finance the
acquisition, construction, and equipping of the Project, to fund required reserves, if any, to pay interest
on the Obligations during construction of the Project, if needed, and to pay the costs of issuing the
Obligations.
It is anticipated that all series of Obligations will have a maximum maturity of approximately
forty (40) years. It is expected that the Obligations will bear interest at fixed rates, consistent with the
market at the time of issuance, or at variable rates.
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CL162-60-777749.v3 3
The Obligations will not constitute a general or moral obligation of the Issuer, the County, the
State of Minnesota, or any political subdivision thereof, and will not be secured by any taxing powers of
the Issuer or other assets of the Issuer (other than the interests of the Issuer in the Project and amounts to
be received under a loan agreement relating thereto). The Obligations are to be paid only from properties
pledged to the payment thereof, which may include additional security such as addit ional collateral, a
mortgage, security agreement, and assignment of rents, insurance, guarantees by third parties, a letter of
credit, or other credit enhancement.
Section C. Local Contributions to the Program. In addition to the Obligations to be issued
under the Program, the Project is expected to be funded from additional sources, including low-income
housing tax credits and various other funding sources.
Section D. Monitoring Methods. No special monitoring by the Issuer is anticipated to be
necessary in connection with the acquisition, construction, and equipping of the Project, but any such
monitoring will be provided or arranged by the Borrower. Insofar as the Issuer will be contracting with
underwriters, legal counsel, bond counsel, trustees, purchasers, and others, all of whom will be
reimbursed from bond proceeds and revenues generated by the Program, no administrative costs will be
paid by the Issuer with respect to this Program. Proceeds of the Obligations proposed to be issued to
finance the Project are expected by the Borrower to be held and disbursed by a third party or the trustee
for the Obligations, and it is believed the disbursement procedure exercised by such parties and the
oversight exercised by certain other parties will be adequate to ensure that the financing of the Project as
presented is in fact carried out. To ensure continuing compliance with certain rental and occupancy
restrictions imposed by the Act and Section 142(d) of the Code (including the requirement that a portion
of the Housing Units be occupied by families of low and moderate income) and to ensure continuing
compliance with any similar restrictions imposed by the Issuer, the Borrower, a trustee, and/or an
institutional lender will enter into a regulatory agreement (the “Regulatory Agreement”).
Section E. Standards and Requirements Relating to the Financing of the Project Pursuant to
the Program. The following standards and requirements shall apply with respect to the operation of the
Project by the Borrower pursuant to this Program:
(1) Substantially all of the proceeds of the sale of the Obligations will be applied to the
acquisition, construction, and equipping of the Project, the payment of the costs of issuing the
Obligations, the financing of interest on the Obligations during the construction of the Project, if
needed, and the funding of any required reserves. The proceeds of the Obligations will be made
available to the Borrower pursuant to the terms of one or more loan agreements (or other revenue
agreements) which will include certain covenants to be made by the Borrower to the Issuer
regarding the use of proceeds and the character and use of the Project.
(2) The Project qualifies as a “multifamily housing development” within the meaning of
the Act, since it is comprised of an apartment facility, including an apartment or unit described in
Minnesota Statutes, Chapter 515, 515A, or 515B, or a cooperative, or a group of townhouses,
which include four or more dwelling units, each to be rented or sold to or occupied by a person
or family for use as a residence, or a building or buildings which include one or more dwelling
units, each to be rented by a person or family for use as a residence. The Project may include
new construction or the acquisition and construction of an existing building and site or the
construction of and discharge of any interest or lien in an existing building and site.
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CL162-60-777749.v3 4
(3) The Borrower, and any subsequent owner of the Project, will not arbitrarily reject an
application from a proposed tenant because of race, color, creed, religion, national origin, sex,
marital status, or status with regard to public assistance or disability.
(4) Pursuant to the Regulatory Agreement, either (i) forty percent (40%) of the Housing
Units will be held for occupancy by families or individuals with adjusted gross income not in
excess of sixty percent (60%) of median family income, adjusted for family size; or (ii) twenty
percent (20%) of the Housing Units will be held for occupancy by families or individuals with
adjusted gross income not in excess of fifty percent (50%) of median family income, adjusted for
family size. This set aside will satisfy the low-income occupancy requirements of
Section 462C.05, subdivision 2 of the Act and the provisions of the Code.
Section E. Issuance of Obligations. To finance the Project, the Issuer will by resolution
authorize, issue and sell the Obligations, in one or more series, as taxable or tax-exempt obligations, in
the aggregate principal amount not to exceed $11,000,000. The Obligations will be issued pursuant to
Section 462C.07, subdivision 1 of the Act, and will be payable primarily from the revenues of the
Project. If the costs of the Project, including capitalized interest, if needed, costs of issuance of the
Obligations, and required reserve funds, if any, exceed the principal amount of the Obligations, the
Borrower will contribute to or obtain additional financing for the Project the difference between the total
costs of the Project and the principal amount of the Obligations available to finance the Project. The
costs of the Project may change between the date of preparation of this Program and the date of issuance
of the Obligations. The Obligations are expected to be issued during or about the first half of 2022.
Section F. Severability. The provisions of this Program are severable and if any of its
provisions, sentences, clauses, or paragraphs shall be held unconstitutional, contrary to statute, exceeding
the authority of the Issuer, or otherwise illegal or inoperative by any court of competent jurisdiction, the
decision of such court shall not affect or impair any of the remaining provisions.
Section G. Amendment. The Issuer shall not amend this Program, while the Obligations
authorized hereby is outstanding, to the detriment of the holder or holders of such Obligations.
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Item 14.
March 7, 2022
Sofia E. Lykke Kennedy & Graven Fifth Street Towers 150 South Fifth Street, Suite 700 Minneapolis, MN 55402
RE: City of Columbia Heights (42nd & Central Apts Project) Housing Program Dear Ms. Lykke, The Metropolitan Council recently received notice of a housing revenue bond program from the City of Columbia Heights for our review, pursuant to Minnesota Statutes Chapter 462C. The housing program involves the issuance of bonds for the acquisition, construction and equipping of a 62-unit multi-family rental housing development located at 800 42nd Avenue NE in the City of Columbia Heights. Financing for the project includes bonds in an amount not to exceed $11,000,000. The bond will be paid from the revenues pledged to the payment thereof. As a participating Livable Communities Act (LCA) community, and consistent with the city’s comprehensive plan and Thrive MSP 2040, the use of this financing tool will further affordable housing opportunities in the City of Columbia Heights and move the city closer to reaching its 2021 to 2030 locally adopted LCA housing goals of 154 lifecycle and 73 to 133 affordable housing units. In addition, this housing development will help in meeting the 2040 Housing Policy Plan’s objective to create housing options that give people in all life stages and of all economic means viable choices for safe, stable and affordable homes. If you have any questions, please email Ashleigh Johnson at ashleigh.johnson@metc.state.mn.us. Sincerely,
LisaBeth Barajas Executive Director, Community Development Division CC: Jennifer Ho, Commissioner, MN Housing Reva Chamblis, District 2 Councilmember Eric Wojchik, Sector Representative Ashleigh Johnson, Housing Bond Reviewer Reviews Coordinator
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Item 14.
Second Draft
Tuesday, March 8, 2022
LOAN AGREEMENT
between
CITY OF COLUMBIA HEIGHTS, MINNESOTA,
as Issuer
and
42 CENTRAL LIMITED PARTNERSHIP,
as Borrower
Dated as of June 1, 2022
Relating to:
$9,885,000
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022A
And expected to be issued shortly after the Closing Date:
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022B
With the exception of certain reserved rights, the interest of the City of Columbia Heights, Minnesota in
this Loan Agreement has been assigned to U.S. Bank Trust Company, National Association, as trustee for
the above-referenced Bonds.
This instrument drafted by:
Kennedy & Graven, Chartered (SEL)
150 South Fifth Street, Suite 700
Minneapolis, Minnesota 55402-1299
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Item 14.
i
INDEX
(This Index is not a part of the Loan Agreement
but rather is for convenience of reference only.)
Page
Preamble ....................................................................................................................................................... 1
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms ........................................................................................................ 2
Section 1.2 Interpretation ....................................................................................................................... 2
Section 1.3 Captions and Headings ....................................................................................................... 2
ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1 Representations of the Issuer .............................................................................................. 3
Section 2.2 Representations and Covenants of the Borrower ................................................................ 3
ARTICLE III
COMPLETION OF THE PROJECT; ISSUANCE OF THE BONDS
Section 3.1 Acquisition, Construction, Installation, Equipment and Improvement............................... 7
Section 3.2 Plans and Specifications ..................................................................................................... 7
Section 3.3 Issuance of the Bonds; Application of Proceeds ................................................................. 7
Section 3.4 Disbursements from the Project Fund ................................................................................. 7
Section 3.5 FHA Lender Funds ............................................................................................................. 9
Section 3.6 Borrower Required to Pay Costs in Event Project Fund Insufficient ............................... 10
Section 3.7 Completion Date ............................................................................................................... 10
Section 3.8 Investment of Fund Money ............................................................................................... 10
Section 3.9 Rebate Fund ...................................................................................................................... 10
Section 3.10 Remarketing of Bonds ...................................................................................................... 10
ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF THE LOAN; LOAN PAYMENTS AND ADDITIONAL
PAYMENTS
Section 4.1 Loan Repayment; Delivery of Note .................................................................................. 11
Section 4.2 Additional Payments ......................................................................................................... 11
Section 4.3 Place of Payments ............................................................................................................. 12
Section 4.4 Obligations Unconditional ................................................................................................ 12
Section 4.5 Assignment of Loan Agreement and Issuer Revenues ..................................................... 13
ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1 Right of Inspection ............................................................................................................ 14
Section 5.2 Borrower to Maintain Its Existence; Sales of Assets or Mergers ..................................... 14
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Section 5.3 Indemnification ................................................................................................................. 14
Section 5.4 Borrower Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds . 15
Section 5.5 Affirmative Covenants ...................................................................................................... 15
Section 5.6 Additional Indebtedness ................................................................................................... 17
Section 5.7 Nature of Business ............................................................................................................ 17
Section 5.8 Cooperation in Enforcement of Regulatory Agreement ................................................... 17
Section 5.9 Tax-Exempt Status of the Bonds ...................................................................................... 18
Section 5.10 Useful Life ........................................................................................................................ 19
Section 5.11 Federal Guarantee Prohibition .......................................................................................... 19
Section 5.12 Prohibited Facilities .......................................................................................................... 19
ARTICLE VI
PREPAYMENT
Section 6.1 Optional Prepayment ........................................................................................................ 20
Section 6.2 Borrower’s Obligations Upon Tender of Bonds ............................................................... 20
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default .............................................................................................................. 21
Section 7.2 Remedies on Default ......................................................................................................... 22
Section 7.3 No Remedy Exclusive ...................................................................................................... 22
Section 7.4 Agreement to Pay Attorneys’ Fees and Expenses ............................................................ 23
Section 7.5 No Waiver ......................................................................................................................... 23
Section 7.6 Notice of Default .............................................................................................................. 23
Section 7.7 Investor Limited Partner’s Cure Rights ............................................................................ 23
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Term of Agreement ........................................................................................................... 24
Section 8.2 Amounts Remaining in Funds .......................................................................................... 24
Section 8.3 Notices .............................................................................................................................. 24
Section 8.4 Extent of Covenants of the Issuer; No Personal Liability ................................................. 24
Section 8.5 Binding Effect ................................................................................................................... 24
Section 8.6 Amendments and Supplements ......................................................................................... 24
Section 8.7 Execution Counterparts ..................................................................................................... 25
Section 8.8 Severability ....................................................................................................................... 25
Section 8.9 Governing Law ................................................................................................................. 25
Section 8.10 Non-Recourse Obligations ................................................................................................ 25
Section 8.11 HUD-Required Provisions ................................................................................................ 25
Section 8.12 Limitation on Liability of the Issuer ................................................................................. 25
Section 8.13 Waiver of Personal Liability ............................................................................................. 26
Section 8.14 Delivery of Reports, Etc. .................................................................................................. 26
Section 8.15 Audit Expenses. ................................................................................................................ 26
SIGNATURES ........................................................................................................................................... S-1
EXHIBIT A-1 – Form of Series A Note ................................................................................................ A-1-1
EXHIBIT A-2 – Form of Series B Note ................................................................................................ A-2-1
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EXHIBIT B – Form of Completion Certificate ........................................................................................ B-1
EXHIBIT C – Form of FHA Lender’s Certificate to Trustee ................................................................... C-1
EXHIBIT D – Form of Borrower’s Certificate to Trustee …………... ................................................... .D-1
EXHIBIT E – Form of Disbursement Request ......................................................................................... E-1
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LOAN AGREEMENT
THIS LOAN AGREEMENT, made and entered into as of June 1, 2022 (the “Loan Agreement”),
is between the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a municipal corporation, home rule city,
and political subdivision of the State of Minnesota (the “Issuer”), and 42 CENTRAL LIMITED
PARTNERSHIP, a Minnesota limited partnership (the “Borrower”), under the following circumstances
summarized in the following recitals.
RECITALS
WHEREAS, pursuant to and in accordance with the laws of the State of Minnesota (the “State”),
including without limitation, Minnesota Statutes, Chapters 462C and 474A, as amended (the “Act”), the
Issuer has determined to issue and sell on the Closing Date its Multifamily Housing Revenue Bonds (42nd
& Central Apartments Project), Series 2022A, in the original aggregate principal amount of $9,885,000 (the
“Series A Bonds”), and expects to issue shortly after the Closing Date, its Multifamily Housing Revenue
Bonds (42nd & Central Apartments Project), Series 2022B, in the original aggregate principal amount to
be allocated to the Issuer for the Project (as hereinafter defined) pursuant to Section 146 of the Code and
Minnesota Statues, Chapter 474A (the “Series B Bonds” and together with the Series A Bonds, the
“Bonds”), and to loan the proceeds to be derived from the sale thereof to the Borrower to assist in the
financing of the acquisition, construction and equipping of an approximately 62-unit workforce multifamily
rental housing development and facilities functionally related and subordinate thereto, comprised of one
four-story apartment building including one, two, and three-bedroom units, with both surface lot and below-
ground parking, and other amenities, including multiple gathering spaces and an outdoor playground, to be
owned by the Borrower on a site to be located at 800 42nd Avenue NE, Columbia Heights, Minnesota and
known as 42nd & Central Apartments or another name selected by the Borrower (the “Project”); and
WHEREAS, the Borrower and the Issuer each have full right and lawful authority to enter into this
Loan Agreement and to perform and observe the provisions hereof on their respective parts to be performed
and observed; and
WHEREAS, reference is hereby made to the Indenture of Trust, dated as of June 1, 2022 (the
“Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, a national banking
association (the “Trustee”), for the recitals and the definitions of various terms used herein; and
NOW THEREFORE, in consideration of the premises and the mutual representations and
agreements hereinafter contained, the Issuer and the Borrower agree as follows (provided that any
obligation of the Issuer created by or arising out of this Loan Agreement shall never constitute a general
debt of the Issuer or give rise to any pecuniary liability of the Issuer but shall be payable solely out of Issuer
Revenues):
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ARTICLE I
DEFINITIONS
Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in
this Loan Agreement, the words and terms in this Loan Agreement shall have the meanings set forth in the
Indenture.
Section 1.2. Interpretation. Any reference herein to the Issuer, its City Council, or to any
member or officer of either includes entities or officials succeeding to their respective functions, duties or
responsibilities pursuant to or by operation of law or lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State or the Act, or to a section,
provision or chapter of the Minnesota Statutes or to any statute of the United States of America, includes
that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to
time; provided, that no amendment, modification, revision, supplement or superseding section, provision
or chapter shall be applicable solely by reason of this provision, if it constitutes in any way an impairment
of the rights or obligations of the Issuer, the Holders, the Trustee or the Borrower under this Loan
Agreement.
Unless the context indicates otherwise, words importing the singular number include the plural
number, and vice versa; the terms “hereof,” “hereby,” “herein,” “hereto,” “hereunder” and similar terms
refer to this Loan Agreement; and the term “hereafter” means after, and the term “heretofore” means before,
the date of delivery of the Bonds. Words of any gender include the correlative words of the other genders,
unless the sense indicates otherwise.
Section 1.3. Captions and Headings. The captions and headings in this Loan Agreement are
solely for convenience of reference and in no way define, limit or describe the scope or intent of any
Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.
(The remainder of this page is intentionally left blank.)
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ARTICLE II
REPRESENTATIONS AND COVENANTS
Section 2.1. Representations of the Issuer. The Issuer represents that:
(a) The is a municipal corporation organized and existing under its Charter and the
Constitution and laws of the State.
(b) There is no pending or, to the undersigned’s actual knowledge, without inquiry or
investigation, threatened suit, action, or proceeding against the Issuer before any court, arbitrator,
administrative agency, or other governmental authority that challenges the Issuer’s execution and delivery
of the Bonds, the Indenture, the Regulatory Agreement, or this Loan Agreement.
(c) To the actual knowledge of the undersigned, without inquiry or investigation, the execution
and delivery of the Bonds, the Indenture, the Regulatory Agreement and this Loan Agreement will not
constitute a breach of or default under any existing (i) provision of any special legislative act or charter
provision relating to the establishment of the Issuer; or (ii) agreement, indenture, mortgage, lease, or other
instrument to which the Issuer is a party or by which it is bound.
(d) No proceeding of the Issuer for the issuance, execution, or delivery of the Bonds, the
Indenture, the Regulatory Agreement or this Loan Agreement has been repealed, rescinded, amended or
revoked.
Section 2.2. Representations and Covenants of the Borrower. The Borrower represents,
warrants and covenants that:
(a) The Borrower is a Minnesota limited partnership duly organized under the laws of the State
and is authorized to conduct its business in the State.
(b) The Borrower has full power and authority to execute, deliver and perform the Borrower
Documents and to enter into and carry out the transactions on its part contemplated by those documents.
The execution, delivery and performance by it of the Borrower Documents do not, and will not, violate any
provision of law applicable to the Borrower and do not, and will not, conflict wit h or result in a default
under any agreement or instrument to which the Borrower is a party or by which it is bound. The Borrower
Documents have, by proper action, been duly authorized, executed and delivered by the Borrower and all
steps necessary have been taken to constitute the Borrower Documents valid and binding obligations of the
Borrower.
(c) The provision of financial assistance to be made available to it under this Loan Agreement
and the commitments therefor made by the Issuer have induced the Borrower to undertake the transactions
contemplated by this Loan Agreement.
(d) The Borrower presently intends to use or operate the Project in a manner consistent with
the Act and in accordance with the Regulatory Agreement and knows of no reason why the Pr oject will not
be so operated. If, in the future, there is a cessation of that operation, it will use its best efforts to resume
that operation or accomplish an alternate use by the Borrower or others approved in writing by the Issuer
which will be consistent with the Act and the Regulatory Agreement.
(e) The acquisition, construction and equipping of the Project will be completed in accordance
with the Plans and Specifications in all material respects and the portion of the Project funded with the
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proceeds of the Bonds will constitute a qualified residential rental project within the meaning of
Section 142(d) of the Code and will be operated and maintained in such manner as to conform in all material
respects with all applicable zoning, planning, building, environmental and other applicable Governmental
regulations and as to be consistent with the Act.
(f) The Project will be located entirely within the boundaries of the City.
(g) At least ninety-five percent (95%) of the net proceeds (as defined in Section 150 of the
Code) of the Bonds will be used to provide a “qualified residential rental project” (as defined in
Section 142(d) of the Code), and the Borrower will not request or authorize any disbursement from the
Project Fund pursuant to Section 3.4 hereof, which, if paid, would result in less than ninety-five percent
(95%) of the net proceeds of the Bonds being so used.
(h) The costs of issuance financed by the Bonds will not exceed two percent (2%) of the
proceeds (within the meaning of Section 147(g) of the Code) of the Bonds, and the Borrower will not
request or authorize any disbursement from the Project Fund pursuant to Section 3.4 hereof or otherwise,
which, if paid, would result in more than two percent (2%) of the proceeds of the Bonds being so used .
Except as permitted by Section 1.148-6(d)(3)(ii) of the Treasury Regulations, none of the proceeds of the
Bonds will be used for working capital purposes.
(i) The proceeds of the Bonds shall be used exclusively to pay costs that (i) are (A) capital
expenditures (as defined in Section 1.150-1(a) of the Treasury Regulations) and (B) not made for the
acquisition of existing property, to the extent prohibited in Section 147(d) of the Code, and (ii) are made
exclusively with respect to a “qualified residential rental project” within the meaning of Section 142(d) of
the Code so that the Project and the land on which it is located will have been financed fifty percent (50%)
or more by the proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code.
(j) Upon the execution and delivery thereof by the other parties thereto, each of the Borrower
Documents will constitute valid and binding obligations of the Borrower, enforceable against the Borrower
in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws or judicial decisions affecting creditors’ rights generally and by judicial
discretion in the exercise of equitable remedies.
(k) The Borrower acknowledges, represents and warrants that it understands the nature and
structure of the Project; that it is familiar with the provisions of all of the documents and instruments relating
to the financing of the Project to which it is a party; that it understands the risks inherent in such transactions,
including without limitation the risk of loss of the Project; and that it has not relied on the Issuer for any
guidance or expertise in analyzing the financial or other consequences of such financing transactions or
otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds for the
Loan.
(l) The Borrower intends to hold the Project for its own account, has no current plans to sell
and has not entered into any agreement to sell any of the units that comprise the Project. It is hereby
acknowledged, however, that the Borrower’s partnership agreement may provide for certain rights of the
General Partner or an Affiliate to acquire the Project, and for the possible acquisition of the Project
following the fifteen (15) year tax credit compliance period as identified in the Borrower’s partnership
agreement, and those provisions shall not result in a breach of this subsection. Nothing herein shall prohibit
the General Partner’s acquisition of interest of the Investor Limited Partner in accordance with the
Borrower’s partnership agreement.
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(m) The Borrower shall use its best efforts to cause there to be deposited from time to time in
the Collateral Fund, Available Money in such amount and at such times as may be necessary to allow the
Trustee to disburse funds from the Project Fund pursuant to Section 5.03 of the Indenture upon the Trustee’s
receipt of a Disbursement Request from the Borrower to pay Project Costs.
(n) In the event the Loan proceeds are not sufficient to complete the acquisition, construction,
and equipping of the Project and the payment of all costs of issuance of the Bonds, the Borrower will furnish
any additional money from any source determined by the Borrower as necessary to complete the
acquisition, construction and equipping of the Project and pay all costs of issuance of the Bonds.
(o) Less than twenty-five percent (25%) of the proceeds of the Bonds will be used to pay or
reimburse the Borrower for the cost of land or any interest therein.
(p) The Borrower has not knowingly taken or permitted to be taken and will not knowingly
take or permit to be taken any action which would have the effect, directly or indirectly, of causing interest
on any of the Bonds to be included in the gross income of the owners thereof for purposes of federal income
taxation.
(q) The Borrower shall not take, or knowingly permit or suffer to be taken by the Trustee or
any party acting on its behalf, any action with respect to the proceeds of the Bonds which if such action had
been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date
of issuance of the Bonds would have caused the Bonds to be “arbitrage bonds” within the meaning of
Section 148(a) of the Code.
(r) The Borrower acknowledges that regulations of the Comptroller of the Currency grant the
Borrower the right to receive brokerage confirmations of the security transactions as they occur and hereby
specifically waives such notification to the extent permitted by law. The Borrower further acknowledges
that it will receive periodic cash transaction statements that will detail all investment transactions.
The Borrower acknowledges that the representations and covenants herein made by the Borrower
have been expressly and specifically relied upon by the Issuer in determining to make the Loan to the
Borrower and the Loan would not have been made but for such representations and covenants.
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ARTICLE III
COMPLETION OF THE PROJECT; ISSUANCE OF THE BONDS
Section 3.1. Acquisition, Installation, Equipment and Improvement. The Borrower (a) has
acquired or is in the process of acquiring the Project site and shall construct, install, improve and equip the
Project with all reasonable dispatch and in substantial accordance with the Plans and Specifications;
(b) shall pay when due all fees, costs and expenses incurred in connection with that acquisition,
construction, installation, equipping and improving from funds made available therefor in accordance with
this Loan Agreement or otherwise, except to the extent being contested in good faith; and (c) shall ask,
demand, sue for, levy, recover and receive all those sums of money, debts and other demands whatsoeve r
which may be due, owing and payable under the terms of any contract, order, receipt, writing and instruction
in connection with the acquisition, construction, and equipping of the Project and shall enforce the
provisions of any contract, agreement, obligation, bond or other performance security with respect thereto.
It is understood that the Project is that of the Borrower and any contracts made by the Borrower with respect
thereto, whether acquisition contracts, construction contracts, or otherwise, or any work to be done by the
Borrower on the Project are made or done by the Borrower in its own behalf and not as agent or contractor
for the Issuer. The Borrower agrees that it will compensate all workers employed in the construction and
improvement of the Project as required by law.
Section 3.2. Plans and Specifications. The Borrower may revise the Plans and Specifications
from time to time, provided that no revision shall be made which would change the Project Purposes to
purposes other than those permitted by the Act and the Regulatory Agreement.
Section 3.3. Issuance of the Bonds; Application of Proceeds. To provide funds to make the
Loan for purposes of assisting in paying the Project Costs, the Issuer will issue, sell and deliver the Bonds
to the Underwriter. The Bonds will be issued pursuant to the Indenture in the aggregate principal amount,
will bear interest, will mature and will be subject to redemption, mandatory tender and remarketing as set
forth therein. The Borrower hereby approves the terms and conditions of the Indenture and the Bonds, and
of the terms and conditions under which the Bonds will be issued, sold and delivered.
The proceeds from the sale of the Bonds in the amount of $9,885,000 shall be loaned to the
Borrower and paid over to the Trustee for the benefit of the Borrower and the Holders of the Bonds. The
proceeds of the sale of the Bonds (including without limitation premium, if any, and interest accrued
thereon) in the amount of $9,885,000 shall be deposited by the Trustee on the Closing Date to the Project
Fund pursuant to Section 5.01 of the Indenture. Pending disbursement pursuant to Section 3.4 hereof, the
proceeds of the Bonds deposited in the Project Fund, together with any investment earnings thereon, shall
constitute a part of the Issuer Revenues assigned by the Issuer to the Trustee as security for the payment of
Bond Debt Service Charges as provided in the Indenture.
Section 3.4. Disbursements from the Project Fund. Subject to the provisions below and so
long as no Event of Default hereunder has occurred and is continuing for which the Loan Payments and
principal amount of the Bonds has been declared to be immediately due and payable pursuant to Section 7.2
hereof and Section 7.03 of the Indenture, respectively, disbursements from the Project Fund shall be made
only to pay any of the following Project Costs:
(a) Costs incurred directly or indirectly for or in connection with the acquisition, construction,
and equipping of the Project, including costs incurred in respect of the Project for preliminary planning and
studies; architectural, legal, engineering, accounting, consulting, supervisory and other services; labor,
services and materials; and recording of documents and title work.
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(b) Premiums attributable to any surety bonds and insurance required to be taken out and
maintained during the Construction Period with respect to the Project.
(c) Taxes, assessments and other governmental charges in respect of the Project that may
become due and payable during the Construction Period.
(d) Costs incurred directly or indirectly in seeking to enforce any remedy against any
contractor or subcontractor in respect of any actual or claimed default under any contract relating to the
Project.
(e) Any other costs, expenses, fees and charges properly chargeable to the cost of acquisition,
construction, and equipping of the Project.
(f) Payment of interest on the Bonds during the Construction Period.
(g) Payments to the Rebate Fund.
Any disbursements from the Project Fund shall be made by the Trustee only as permitted pursuant
to Section 5.03 of the Indenture and upon the written request of the Borrower in a disbursement request in
substantially the form attached hereto as EXHIBIT E (a “Disbursement Request”) in compliance with the
provisions hereof [and of the Disbursing Agreement]. No disbursement shall be made by the Trustee upon
the basis of any such Disbursement Request except upon satisfaction of the following conditions and
pursuant to the following procedures:
(1) An executed Certificate of the FHA Lender substantially in the form attached hereto as
EXHIBIT C, or an executed Certificate of the Borrower substantially in the form attached hereto as
EXHIBIT D, in each case related to the deposit of Available Money into the Collatera l Fund for the
applicable Disbursement Request.
(2) All Loan Payments that are then due shall have been paid.
Each Disbursement Request for a disbursement of funds from the Project Fund [shall be made in
accordance with the Disbursing Agreement and shall be deemed a representation by the Borrower that:
(i) All items for which disbursement is requested thereunder either (A) are presently due and
payable, constitute Project Costs properly incurred by the Borrower in connection with the Project being
financed with the proceeds of the Loan, or are reimbursable Project Costs properly chargeable against the
Loan; or (B) are to be deposited to an escrow fund to be disbursed therefrom solely for Project Costs
properly incurred by the Borrower in connection with the Project; and in each case none of the items for
which disbursement is requested has formed the basis for any disbursement heretofore made from said
Project Fund.
(ii) Each such item is or was necessary in connection with the acquisition and construction of
the Dwelling Units (as defined in the Regulatory Agreement) of the Project.
(iii) The costs specified in the Disbursement Request, when added to all previous disbursements
under the Loan, will result in at least ninety-five percent (95%) of the aggregate amount of all disbursements
having been used to pay costs properly chargeable to the capital account of a qualified residential rental
project within the meaning of Section 142(d) of the Code and functionally related and subordinate property
thereto.
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(iv) To the knowledge of the Borrower, there is no current or existing event of default pursuant
to the terms of the Loan Agreement or the Regulatory Agreement and no event exists which by notice or
passage of time or both would constitute an event of default under any of the foregoing documents.
(v) No representation or warranty of the Borrower contained in the Loan Agreement or the
Regulatory Agreement is materially incorrect or inaccurate, except as the Borrower has set forth in writing,
and there has been no event of default under the terms of any of those documents and which is continuing
and no event shall exist which by notice, passage of time or both would constitute an event of default under
any of those documents.
(vi) Each expense for which disbursement is requested was or will be paid on or after the date
of issuance of the Bonds. Notwithstanding the foregoing, the Borrower may be reimbursed for Project
Costs incurred prior to the Closing Date of the Bonds in accordance with Section 1.150-2 of the Code.
(vii) The Borrower has received a notice to proceed from the Issuer.
Any money in the Project Fund remaining after the Completion Date and payment, or provision for
payment, in full of the Project Costs, at the direction of the Authorized Borrower Representative, promptly
shall be paid into the Bond Fund for payment of Bond Debt Service Charges.
All payments made from the Project Fund shall be presumed by the Trustee to be made for the
purposes certified in said written requests, and the Trustee shall not be required to see to the application of
any payments made from the Project Fund or to inquire into the purposes for which withdrawals are being
made from the Project Fund. The Trustee shall not be bound to make an investigation into the facts or
matters stated in any written request. The Trustee shall not be responsible for determining whether the
funds on hand in the Project Fund are sufficient to complete the Project. The Trustee shall have no
responsibility whatsoever to disburse or transfer funds absent written instructions from the Borrower.
Section 3.5. FHA Lender Funds.
(a) The Borrower hereby acknowledges that the FHA Lender has determined to fund the FHA
Insured Mortgage Loan, on the condition that the FHA Lender originate and service the FHA Insured
Mortgage Loan in accordance with the FHA Loan Documents, the FHA Insurance Regulations and the
GNMA Regulations, and the FHA Lender has further agreed pursuant to the related FHA Loan Documents
to issue the GNMA Securities in accordance with the GNMA Regulations, based on and backed by the
FHA Insured Mortgage Loan.
(b) The Borrower will direct the FHA Lender to deliver or cause to be delivered to the Trustee
the FHA Lender Funds upon the FHA Lender’s receipt and approval of a requisition from the Borrower
requesting an advance under the FHA Insured Mortgage Loan for payments of Project Costs up to an
amount equal to the proceeds of the Bonds to be disbursed from the Project Fund.
(c) The Borrower agrees to pay to the FHA Lender all amounts when due under the FHA Note
and to abide by the provisions of the FHA Loan Documents and the GNMA Documents.
(d) [Pursuant to the Disbursing Agreement,] the Trustee shall, upon receipt from the FHA
Lender of (i) the FHA Lender Funds and (ii) an approved requisition, disburse amounts from the Project
Fund, in the exact same amount of the FHA Lender Funds received by the Trustee from the FHA Lender,
to the Borrower, or to the Title Company by or at the direction of the FHA Lender for application to the
payment of the Project Costs set forth in the approved requisition.
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(e) The Borrower acknowledges that, to the extent that an advance of FHA Lender Funds as
requested by the Borrower is approved by FHA Lender, the Borrower has directed the FHA Lender that all
funds be wired by the FHA Lender directly to the Trustee and that such funds shall be disbursed and
invested and applied by the Trustee in accordance with the provisions of Section 5.03 of the Indenture.
Section 3.6. Borrower Required to Pay Costs in Event Project Fund Insufficient. If money
in the Project Fund is not sufficient to pay all Project Costs, the Borrower, nonetheless, will complete the
Project in substantial accordance with the Plans and Specifications and shall pay all such additional Project
Costs from its own funds (or from other public or private financing sources available to the Borrower). The
Borrower shall pay all costs of issuing the Bonds. The Borrower shall not be entitled to any reimbursement
for any such additional Project Costs or payment of issuance costs from the Issuer, the Trustee or any
Holder, nor shall it be entitled to any abatement, diminution or postponement of the Loan Payments.
Section 3.7. Completion Date. The Borrower shall notify the Issuer and the Trustee of the
Completion Date by the delivery of a Completion Certificate signed by the Authorized Borrower
Representative substantially in the form of EXHIBIT B attached hereto. The Completion Certificate shall
be delivered as promptly as practicable after the occurrence of the events and conditions referred to in
paragraphs (a) through (d) of the Completion Certificate.
Section 3.8. Investment of Fund Money; Valuation. At the written direction of the Borrower,
any money held as part of the Bond Fund, the Project Fund, the Collateral Fund and the Rebate Fund shall
be invested or reinvested by the Trustee in Eligible Investments as provided in Section 5.05 of the Indenture.
The Borrower covenants that it will restrict that investment and reinvestment and the use of the proc eeds
of the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account
reasonable expectations at the time of delivery of and payment for the Bonds or subsequent intentional acts,
so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code. No provision of this
Loan Agreement shall be construed to impose upon the Trustee any obligation or responsibility for
compliance with arbitrage regulations.
The Borrower acknowledges that values shall be determined in accordance with the price
provided by pricing services and sources relied upon by the Trustee, and the Trustee does not have any
duty to independently value any asset or an obligation other than the price provided by pricing services
and sources relied upon by the Trustee.
Section 3.9. Rebate Fund. The Borrower agrees to make such payments to the Trustee as are
required of it under Section 5.09 of the Indenture as well as the expenses of any Independent certified public
accounting firm or qualified rebate analyst engaged in accordance with that Section. The obligation of the
Borrower to make such payments shall remain in effect and be binding upon the Borrower notwithstanding
the release and discharge of the Indenture.
Section 3.10. Remarketing of Bonds. The Borrower is hereby granted the right to (a) request a
remarketing of the Bonds in the manner and to the extent set forth in Section 4.05 of the Indenture; and
(b) with the written consent of the Remarketing Agent (which consent shall not be unreasonably withheld),
designate the length of the Remarketing Period and the related Mandatory Tender Date in the manner and
to the extent set forth in Sections 4.03 and 4.05 of the Indenture.
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ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF THE LOAN;
LOAN PAYMENTS AND ADDITIONAL PAYMENTS
Section 4.1. Loan Repayment; Delivery of Note. Upon the terms and conditions of this Loan
Agreement and the Note, the Issuer will make the Loan to the Borrower. In consideration of and in
repayment of the Loan, the Borrower shall deliver or cause to be delivered to the Trustee on or before each
Loan Payment Date, Loan Payments, equal to the amount necessary to pay Bond Debt Service Charges due
on the next Bond Payment Date for the Bonds. All such Loan Payments shall be paid to the Trustee in
accordance with the terms of the Note for the account of the Issuer and shall be held and disbursed in
accordance with the provisions of the Indenture and this Loan Agreement.
The Borrower shall be entitled to a credit against the Loan Payments required to be made hereunder,
on any date, equal to the amounts, if any, transferred by the Trustee from the Interest Account of the Bond
Fund, the Project Fund or the Collateral Fund on such date for the payment of Bond Debt Service Charges.
To secure the Borrower’s performance of its obligations under this Loan Agreement, the Borrower
shall execute and deliver, concurrently with the issuance and delivery of the Bonds, the Note and the
Regulatory Agreement.
Upon payment in full of the Bond Debt Service Charges on any or all of the Bonds, in accordance
with the Indenture, whether at maturity, upon acceleration or otherwise, or upon provision for the payment
of all other obligations herein and therein having been made in accordance with the provisions of the
Indenture, (i) if with respect to less than all of the Bonds then Outstanding, an appropriate notation shall be
endorsed on the Note evidencing the date and amount of the principal payment (or prepayment) equal to
the Bonds so paid, or with respect to which provision for payment has been made, and (ii) with respect to
all of the Bonds then Outstanding, the Note shall be deemed fully paid, the obligations of the Borrower
shall be terminated, and the Note shall be surrendered by the Trustee to the Borrower for cancellation.
Unless the Borrower is entitled to a credit under express terms of this Loan Agreement or the Note, all
payments on the Note shall be in the full amount required thereunder.
The Borrower and the Issuer each acknowledge that neither the Borrower nor the Issuer has any
interest in the Bond Fund or the Collateral Fund and any money deposited therein shall be in the custody
of and held by the Trustee in trust for the benefit of the Holders.
Section 4.2. Additional Payments. The Borrower shall pay to the Issuer or the Trustee, as the
case may be, as Additional Payments hereunder the following:
(a) To the Issuer or the Trustee, as the case may be, whether or not an Event of Default has
occurred hereunder, as payment for or reimbursement or prepayment of any and all costs, expenses, and
liabilities (i) incurred or paid by the Issuer or the Trustee, as the case may be, in satisfaction of any
obligations of the Borrower hereunder not performed by the Borrower in accordance with the provisions
hereof; (ii) incurred as a result of a request by the Borrower or of a requirement of any Borrower Document
or the Indenture and not otherwise required to be paid by the Borrower under th is Loan Agreement;
(iii) incurred in the defense of any action or proceeding with respect to the Project or any Borrower
Document, or in enforcing any Borrower Document, or arising out of or based upon any other document
related to the issuance of the Bonds; or (iv) any rebate amount required with respect to the Bonds as required
by the Indenture or the Tax Certificate.
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(b) To the applicable party, as payment for or reimbursement or prepayment of any Ordinary
Services and Ordinary Expenses and Extraordinary Services and Extraordinary Expenses of the Trustee as
trustee, registrar, authenticating agent and paying agent, and of any other paying agent, authenticating agent,
and registrar on the Bonds under the Indenture, all as provided in the Indenture, as and when the same
become due; provided that the Borrower may, without creating an Event of Default hereunder, contest in
good faith the necessity for any Extraordinary Services and Extraordinary Expenses and the amount of any
such Ordinary Services, Ordinary Expenses, Extraordinary Services or Extraordinary Expenses; provided
that fees for Ordinary Services provided for by the respective letter agreements agreed to by the Borrower
and the Trustee, the Registrar, and any Paying Agents and Authenticating Agents, respectively, shall be
considered to be customary.
(c) All Extension Payments and other sums required under Section 4.05 of the Indenture in
order to revise or extend the Mandatory Tender Date or remarket the Bonds, and the Borrower further
agrees to execute any and all certificates required by the Issuer, the Trustee or the Remarketing Agent in
order to effectuate such revision, extension or remarketing.
(d) To the Remarketing Agent, the Remarketing Agent’s Fee and any Remarketing Expenses.
(e) To the Issuer in immediately available funds: upon demand, for all costs and expenses,
including without limitation attorneys’ fees, paid or incurred by the Issuer in connection with (i) the
discussion, negotiation, preparation, approval, execution and delivery of the Bonds, the Indenture, this Loan
Agreement, the Regulatory Agreement, and the documents and instruments related hereto or thereto;
(ii) any amendments or modifications to any of the foregoing documents, instruments or agreements and
the discussion, negotiation, preparation, approval, execution and delivery of any and all documents
necessary or desirable to effect such amendments or modifications; (iii) the servicing and administration of
the Loan during the term hereof or thereafter; and (iv) the enforcement by the Issuer during the term hereof
or thereafter of any of the rights or remedies of the Issuer hereunder or under the foregoing documents, or
any document, instrument or agreement related hereto or thereto, including, without limitation, costs and
expenses of collection in the Event of Default, whether or not suit is filed with respect thereto.
(f) To the Issuer in immediately available funds a one-time administrative fee equal to one
percent (1%) of the original aggregate principal amount of the Bonds, payable on the Closing Date. The
administrative fee is not pledged to payment of the Bonds and may be used by the Issuer for any proper
purpose of the Issuer.
Upon the payment, prepayment, or incurrence of any such cost, expense, or liability descri bed in
this Section by any such party, the Additional Payments in respect thereof shall be payable upon written
demand to the Borrower, which demand shall be accompanied by invoices or other appropriate
documentation concerning the nature, amount and incurrence of such cost, expense or liability. If the
Additional Payments payable under this Section are not paid by the Borrower within ten (10) days of the
Borrower’s receipt of such demand, such Additional Payments shall bear interest from such tenth date at
the Interest Rate for Advances until the amount due shall have been fully paid.
Section 4.3. Place of Payments. The Borrower shall make all Loan Payments directly to the
Trustee at its designated corporate trust office. Additional Payments shall be made directly to the person
or entity to whom or to which they are due.
Section 4.4. Obligations Unconditional. The obligations of the Borrower to make Loan
Payments, Additional Payments and any payments required of the Borrower under Sections 5.09 and 6.03
of the Indenture shall be absolute and unconditional, and the Borrower shall make such payments without
abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without
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limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or assert against
the Issuer, the Trustee or any other Person; provided that the Borrower may contest in good faith the
necessity for any Extraordinary Services and Extraordinary Expenses and the amount of any Ord inary
Services, Ordinary Expenses, Extraordinary Services or Extraordinary Expenses.
Section 4.5. Assignment of Loan Agreement and Issuer Revenues. To secure the payment
of Bond Debt Service Charges, the Issuer shall assign to the Trustee, by the Indenture, its rights under and
interest in this Loan Agreement (except for the Unassigned Issuer’s Rights) and the Note. The Borrower
hereby agrees and consents to those assignments. The Issuer shall not attempt to further assign, transfer or
convey its interest in the Issuer Revenues or this Loan Agreement or create any pledge or Lien of any form
or nature with respect to the Issuer Revenues or Loan Payments hereunder.
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ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
Section 5.1. Right of Inspection. At all reasonable times and upon reasonable notice, the
Borrower shall allow any duly authorized representative of the Issuer or the Trustee to visit and inspect the
Project, to examine and make copies of and from its books of record and account, and to discuss its affairs,
finances, and accounts with its officers, and shall furnish to the Issuer and the Trustee any information
reasonably required regarding its business affairs and financial condition within a reasonable time after
receipt of written request therefor.
Section 5.2. Borrower to Maintain Its Existence; Sales of Assets or Mergers. The Borrower
shall maintain its existence, not dissolve or sell, transfer or otherwise dispose of all or substantially all of
its assets, not consolidate with or merge into another entity or permit one (1) or more other entities to
consolidate with or merge into it, and not sell or transfer the Project; provided, that it may do so if the
surviving, resulting or transferee entity is other than the Borrower, it assumes in writing all of the
obligations of the Borrower under this Loan Agreement and the Regulatory Agreement and it has a net
worth equal to or greater than that of the Borrower immediately prior to such consoli dation, merger, sale or
transfer or if the Bonds are repaid in full. Nothing herein contained shall limit the rights of (a) any direct
or indirect owners of interests in the Borrower to (i) transfer, convey, sell or otherwise dispose (a
“Transfer”) their ownership interests to any Affiliate of such owner or of any other owner of interests in the
Borrower, or in connection with any estate planning, or by operation of law, or (ii) make Transfers among
and between themselves; or (b) the Borrower to make Transfers as otherwise permitted by (or subject to
the terms and conditions set forth in) the Regulatory Agreement.
Notwithstanding anything to the contrary contained herein or in any other Subordinate Bond
Document and subject to the consent of HUD and the FHA Lender prior to each occurrence to the extent
such consent is required under the FHA Loan Documents, the following shall be permitted and shall not
require the prior written approval of the Issuer or the Trustee, (a) the transfer by the Investor Limited Partner
of its interest in Borrower in accordance with the terms of Borrower’s agreement of limited partnership, as
it may be amended from time to time (the “Partnership Agreement”); (b) the removal of the General Partner
of the Borrower in accordance with the Partner Agreement and the replacement thereof with the Investor
Limited Partner, or any of its affiliates; (c) the transfer of ownership interests in the Investor Limited
Partner; (d) the transfer of the interests of the Investor Limited Partner in the Borrower to the Borrower’s
General Partner or any of its affiliates; and (e) any amendment to the Partnership Agreement to memorialize
the transfers or removal described above.
Section 5.3. Indemnification. The Borrower releases the Issuer and the Trustee from, agrees
that the Issuer and the Trustee shall not be liable for, and indemnifies, defends and holds the Issuer and the
Trustee harmless from and against, all liabilities, claims, costs and expenses and reasonable attorneys’ fees
imposed upon, incurred or asserted against the Issuer or the Trustee on account of: (i) any loss or damage
to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever
pertaining to the acquisition, financing, construction, occupation, possession, management, equipping,
furnishing, maintenance, operation and use of the Project or from any work or thing done in or about the
Project site, or any sidewalks, passageways, driveways, curbs, vaults and vault space, streets or parking
areas on the Project site or adjacent thereto; (ii) any breach or default on the part of the Borrower in the
performance of any covenant or agreement of the Borrower under this Loan Agreement, the Regulatory
Agreement, the Note or any related document, or arising from any act or failure to act by the Borrower, or
any of its agents, contractors, servants, employees or licensees; (iii) the Borrower’s failure to comply with
any requirement of this Loan Agreement, including the covenant in Section 5.4 hereof; (iv) any action taken
or omitted to be taken by the Issuer or the Trustee under this Loan Agreement, the Indenture or the
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Regulatory Agreement; (v) the issuance of the Bonds; and (vi) any claim, action or proceeding brought with
respect to any matter set forth in clause (i), (ii), (iii), (iv) or (v) above, provided, however, that the
indemnification provided in this Section shall not apply to any matter arising or resulting from the gross
negligence or willful misconduct of the party proposed to be indemnified hereunder.
The Borrower agrees to indemnify the Trustee for and to hold it harmless against all liabilities,
claims, costs and expenses incurred without gross negligence or willful misconduct on the part of the
Trustee, on account of any action taken or omitted to be taken by the Trustee in accordance with the terms
of this Loan Agreement, the Bonds, the Regulatory Agreement, the Note or the Indenture or any action
taken at the request of or with the consent of the Borrower, including the costs and expenses of the Trustee
in defending itself against any such claim, action or proceeding brought in connection with the exercise or
performance of any of its powers or duties under this Loan Agreement, the Bonds, the Indenture, the
Regulatory Agreement or the Note.
In case any action or proceeding is brought against the Issuer or the Trustee in respect of which
indemnity may be sought hereunder, the party seeking indemnity promptly shall give notice of that action
or proceeding to the Borrower, and the Borrower upon receipt of that notice shall have the obligation and
the right to assume the defense of the action or proceeding; provided, that failure of a party to give that
notice shall not relieve the Borrower from any of its obligations under this Section unless that failure
prejudices the defense of the action or proceeding by the Borrower. The indemnified party shall have the
right to employ separate counsel in any such action or proceedings and to participate in the defense thereof,
but, unless such separate counsel is employed with the approval and consent of the Borrower, or because
the indemnified party has been advised by counsel that there may be a conflict of interest between the
Borrower and the indemnified party, the Borrower shall not be required to pay the fees and expenses of
such separate counsel. The Borrower shall not be liable for any settlement made without its consent, which
consent shall not be unreasonably withheld, conditioned or delayed.
The indemnification set forth above is intended to and shall include the indemnification of all
affected officials, directors, officers, agents, representatives and employees of the Issuer and the Trustee,
respectively. That indemnification is intended to and shall be enforceable by the Issuer and the T rustee,
respectively, to the full extent permitted by law.
Section 5.4. Borrower Not to Adversely Affect Exclusion from Gross Income of Interest
on Bonds. The Borrower hereby represents that it has taken and caused to be taken, and covenants that it
will take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer,
for the interest on the Bonds to be and to remain excluded from gross income for federal income tax
purposes (other than interest on the Bonds for any period during which the Bonds are held by a “substantial
user” of any facility financed with the proceeds of the Bonds or a “related person,” as such terms are used
in Section 147(a) of the Code), and represents that it has not taken or permitted to be taken on its behalf,
and covenants that it will not take or permit to be taken on its behalf, any actions that would adversely affect
such exclusion under the provisions of the Code.
Section 5.5. Affirmative Covenants. Unless the Issuer or the FHA Lender shall otherwise
consent in writing:
(a) Maintenance of Properties. The Borrower shall maintain and preserve in good working
order and condition, ordinary wear and tear and casualty loss excepted, all of its properties which are
necessary or useful in the proper conduct of its business, and shall from time to time make all necessary
repairs, renewals, replacements, additions and improvements to said properties. All damage to apartment
units shall be repaired promptly and apartment units shall be maintained so as to be available at all times
for habitation.
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(b) Keeping of Records and Books of Account. The Borrower shall keep adequate records and
books of account in which complete entries will be made in accordance with GAAP or indicating deviations
therefrom, reflecting all financial transactions. The Borrower shall deliver to the Trustee annually, not later
than one hundred twenty (120) days following the end of the Borrower’s fiscal year, commencing with the
fiscal year ending in 2022, its year-end financial statements accompanied by a written statement of the
Borrower that the Borrower has not violated any of the terms, covenants or provisions of this Loan
Agreement insofar as it relates to accounting matters. The Trustee shall have no duty to review or analyze
any such financial statements. The Trustee shall not be deemed to have notice of any information contained
therein or event of default which may be disclosed in any manner therein.
(c) Payment of Taxes, Etc. The Borrower shall promptly pay and discharge all taxes,
assessments, fees, and other Government charges or levies imposed upon it or upon any of its properties,
income or profits, before the same shall become delinquent; all lawful claims of materialmen, mechanics,
carriers, warehousemen, landlords and other similar Persons for labor, materials, supplies and rentals, which
if unpaid might by law become a Lien upon its properties; any Indebtedness heretofore or hereafter incurred
by it when due, and discharge, perform and observe covenants, provisions and conditions to be discharged,
performed and observed by it in connection therewith, or in connection with any agreement or other
instrument relating thereto or in connection with any Lien existing at any time upon any of its properties;
provided, however, that the Borrower shall not be required to pay any of the foregoing if (a) the amount,
applicability or validity thereof shall currently be contested in good faith by appropriate proceedings; (b) the
Borrower shall have set aside on its books adequate reserves with respect thereto; and (c) the title of the
Borrower to, and its right to use, its properties is not materially and adversely affected thereby. The
Borrower hereby agrees that, in the event it fails to pay or cause to be paid taxes, as sessments, fees and
other Government charges or levies or the premium on any required insurance and such failure constitutes
a default under the FHA Loan Documents, the Trustee may make such payment, but is not obligated to do
so, and the Trustee shall be reimbursed by the Borrower therefor with interest on the amount so advanced
at the Interest Rate for Advances as provided in Section 4.2 hereof.
(d) Insurance. The Borrower shall at all times maintain, or cause to be maintained, insurance
of such types and in such amounts as required by the FHA Loan Documents.
(e) Notice of Material Litigation. The Borrower shall promptly notify the Issuer and a
Responsible Officer of the Trustee in writing of any litigation, arbitration proceeding or administrative
investigation, inquiry or other proceeding to which it may hereafter become a party or be subject to which
may result in a change in the business or assets or in the condition, financial or otherwise, of the Borrower
which would materially impair the ability of the Borrower to perform this Loan Agreement, the Regulatory
Agreement, the Borrower guaranties or the Note, or any other agreement or instrument herein or therein
contemplated.
(f) Notice of Default. In the event that any Event of Default occurs under this Loan
Agreement, the Borrower shall give prompt notice in writing of such happening to a Responsible Officer
of the Trustee.
(g) Performance of Contracts, Etc. Except to the extent contested in good faith, the Borrower
shall perform according to and shall comply with all of its Contractual Obligations and all Requirements of
Law if nonperformance thereof would result in a change in the business or assets or in the condition,
financial or otherwise, of the Borrower which would materially impair the abilit y of the Borrower to
perform this Loan Agreement, the Regulatory Agreement or the Note or any other agreement or instrument
herein or therein contemplated.
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(h) Notice of Other Matters. The Borrower shall promptly notify a Responsible Officer of the
Trustee in writing of any of the following events:
(i) Any event with respect to the business or assets or in the condition,
financial or otherwise, of the Borrower which would materially impair the ability of the
Borrower to perform its obligations under this Loan Agreement, the Regulatory Agreement
or the Note or any other agreement or instrument herein or therein contemplated.
(ii) A default by the Borrower in any material respect under any material
agreement to which the Borrower is a party or by which the Borrower or its properties or
assets may be bound which would materially impair the ability of the Borrower to repay
the Loan, giving in each case the details thereof and specifying the action proposed to be
taken with respect thereto.
(i) Cooperation in Perfecting Security Interests, Etc. The Borrower shall promptly perform
such acts as may be necessary or advisable to perfect and maintain any Lien provided for in this Loan
Agreement or in any agreement or document contemplated herein or therein, or otherwi se to carry out the
intent of this Loan Agreement. The Borrower shall promptly execute, deliver and perform or cause to be
done, executed, delivered and performed all such documents, instruments, agreements, things and acts,
including, without limitation, financing statements, continuation statements and mortgages as may be
necessary or advisable to perfect or maintain a Lien on any and all assets or rights owned by the Borrower,
or any interest of the Borrower therein.
(j) Environmental Matters. The Borrower will take and continue to take prompt action to
remedy all environmental pollution and contamination, hazardous waste disposal and other environmental
cleanup problems, if any, whether or not such cleanup problems have resulted from the order or request of
a municipal, state, federal, administrative or judicial authority, or otherwise. The foregoing covenant shall
not constitute or create a waiver of any rights the Borrower may have to pursue any legal rights or remedies
against any third party for any environmental claims.
(k) Non-discrimination. The Borrower will not discriminate, and will require each contractor,
subcontractor and commercial tenant of the Project to covenant that it will not discriminate by reason of
race, creed, color, handicap, national origin or sex in the employment of any Person employed by it in
connection with the Project or working in or on the Project. The Borrower will require each manager of
the Project to covenant that in the leasing of the Project it will not discrimin ate by reason of race, creed,
color, handicap, national origin or sex.
(l) Patriot Act. The Borrower covenants and agrees to provide documentation as reasonably
requested or required by the Trustee to enable the Trustee to comply with the requirements of the USA
Patriot Act as described in Section 13.13 of the Indenture.
Section 5.6. Additional Indebtedness. The FHA Insured Mortgage Loan and the Equity
Bridge Loan are permitted Indebtedness. In addition, so long as no Event of Default or default hereunder
shall have occurred and be continuing, the Borrower shall be permitted to incur any additional Indebtedness
for any Project Cost or other costs associated with the Project or other obligation or payment due under this
Loan Agreement, the Indenture or the Regulatory Agreement.
Section 5.7. Nature of Business. The Borrower will not change the general character of its
business as conducted at the date hereof, or engage in any type of business not reasonably related to its
business as normally conducted.
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Section 5.8. Cooperation in Enforcement of Regulatory Agreement. In order to maintain
the exclusion from gross income under federal tax law of interest on the Bonds and to assure compliance
with the laws of the State (including the Act), the Borrower hereby agrees that it shall, concurrently with
or before the execution and delivery of the Bonds, execute and deliver and cause to be recorded the
Regulatory Agreement. The Borrower hereby covenants and agrees as follows:
(a) to comply with all provisions of the Regulatory Agreement;
(b) to advise the Issuer in writing promptly upon learning of any default with respect to the
covenants, obligations and agreements of the Borrower set forth in the Regulatory Agreement;
(c) upon written direction by the Issuer, to cooperate fully and promptly with the Issuer in
enforcing the terms and provisions of the Regulatory Agreement; and
(d) to file in accordance with the time limits established by the Regulatory Agreement all
reports and certificates required thereunder, and the annual certification to the Secretary of the Treasury
required by the Regulatory Agreement.
The Issuer shall not incur any liability in the event of any breach or violation of the Regulatory
Agreement by the Borrower, and the Borrower agrees to indemnify the Issuer from any claim or liability
for such breach pursuant to Section 5.3 hereof.
Section 5.9. Tax-Exempt Status of the Bonds.
(a) It is the intention of the Issuer and the Borrower that interest on the Bonds shall be and
remain excludable from gross income for federal income taxation purposes, and to that end the covenants
and agreements of the Borrower in this Section 5.9 are for the benefit of the owners of the Bonds and the
Issuer.
(b) The Borrower covenants and agrees that it will not (i) use or permit the use of any of the
funds provided by the Issuer hereunder or any other funds of the Borrower, directly or indirectly, in such
manner as would, or (ii) enter into, or allow any “related person” (as defined in Section 147(a)(2) of the
Code) to enter into, any arrangement, formal or informal, for the purchase of the Bonds that would, or
(iii) take or omit to take any other action that would, in each case cause the Bonds to be “arbitrage bonds”
within the meaning of Section 148 of the Code.
(c) In the event that at any time the Borrower is of the opinion or becomes otherwise aware
that for purposes of this Section 5.9 it is necessary to restrict or to limit the yield on the investment of any
money held under the Indenture or otherwise by the Trustee, the Borrower shall determine the limitations
and so instruct the Trustee in writing and cause the Trustee to comply with those limitations under the
Indenture.
(d) The Borrower will take such action or actions as may be necessary to fully comply with
the Tax Certificate and with Section 148 of the Code as applicable to the Bonds.
(e) The Borrower further agrees that it shall not discriminate on the basis of race, creed, color,
sex, sexual preference, source of income (e.g. AFDC, SSI), physical disability, national origin or marital
status in the lease, use or occupancy of the Project or in connection with the employment or application for
employment of persons for the operation and management of the Project, to the extent required by
applicable State or federal law.
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(f) The Borrower further warrants and covenants that it has not executed and will not execute
any other agreement, or any amendment or supplement to any other agreement, with provisions
contradictory to, or in opposition to, the provisions, of this Loan Agreement and of the Regulatory
Agreement, and that in any event, the requirements of this Loan Agreement and the Regulatory Agreement
are paramount and controlling as to the rights and obligations herein set forth and supersede any other
requirements in conflict herewith and therewith.
(g) The Borrower will use due diligence to complete the acquisition, construction, and
equipping of all of the units comprising the Project and reasonably expects to fully expend the entire
$9,885,000 principal amount of the Loan by the Initial Mandatory Tender Date.
(h) The Borrower will take such action or actions as necessary to ensure compliance with
Section 2.2(e), (g), (h), (i), (l), (o), (p), and (q) hereof.
Section 5.10. Useful Life. The Borrower hereby represents and warrants that, within the
meaning of Section 147(b) of the Code, the average maturity of the Bonds does not exceed one hundred
twenty percent (120%) of the average reasonably expected economic life of the facilities being financed
with the proceeds of the Bonds.
Section 5.11. Federal Guarantee Prohibition. The Borrower shall take no action, nor permit
nor suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally
guaranteed” within the meaning of Section 149(b) of the Code.
Section 5.12. Prohibited Facilities. The Borrower represents and warrants that no portion of
the proceeds of the Loan shall be used to provide any airplane, skybox or other private luxury box, health
club facility, facility primarily used for gambling, or store the principal business of which is the sale of
alcoholic beverages for consumption off premises, and no portion of the proceeds of the Loan shall be used
for an office unless (a) the office is located on the premises of facilities constituting a portion of the Project;
and (b) not more than a de minimis amount of the functions to be performed at such office is not related to
the day-to-day operations of the Project.
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ARTICLE VI
PREPAYMENT
Section 6.1. Optional Prepayment. The Note may be prepaid by the Borrower in whole or in
part any Business Day occurring on or after the later of (i) the Optional Redemption Date, or (ii) the date
the Borrower has provided written notice to the Trustee that the Project has been placed in service under
Section 42 of the Code, and must be prepaid by the Borrower in whole as soon as practicable after the
Borrower has advised the Trustee in writing that the Project is placed in service for all purposes within the
meaning of Section 42 of the Code, without penalty at a prepayment price equal to the outstanding principal
amount plus any unpaid accrued interest on the Note. In order to prepay the Note, the Borrower shall give
the Trustee written notice at least thirty (30) days prior to the prepayment date to effect a redemption of the
Bonds pursuant to Section 4.01 of the Indenture.
Section 6.2. Borrower’s Obligations Upon Tender of Bonds. If any Tendered Bond is not
remarketed on any Mandatory Tender Date and a sufficient amount is not available in the Collateral Fund,
the Interest Account of the Bond Fund, and the Project Fund as provided in Section 4.03(e) of the Indenture
for the purpose of paying the purchase price of such Bond, the Borrower will cause to be paid to the Trustee
by the applicable times provided in the Indenture, an amount of Available Money equal to the amount by
which the principal amount of all Bonds tendered and not remarketed, together with interest accrued to the
Mandatory Tender Date, exceeds the amount otherwise available pursuant to Section 4.03(e) of the
Indenture.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default. Each of the following shall be an Event of Default:
(a) The Borrower shall fail to pay any Loan Payment on or prior to the date on which that Loan
Payment is due and payable or within the Loan Payment Cure Period;
(b) The Borrower shall fail to observe and perform any other agreement, term or condition
contained in this Loan Agreement and the continuation of such failure for a period of thirty (30) days after
written notice thereof shall have been given to the Borrower and the Investor Limited Partner by the Issuer
or the Trustee, or for such longer period as the Issuer may agree to in writing; provided, that if th e failure
is other than the payment of money and is of such nature that it can be corrected but not within the applicable
period, that failure shall not constitute an Event of Default so long as the Borrower institutes curative action
within the applicable period and diligently pursues that action to completion, which must be resolved within
one hundred eighty (180) days after the aforementioned notice; provided that the Trustee is provided with
a certification from the Borrower to the effect that such default cannot through the exercise of diligence be
wholly cured within such thirty (30) day period but can be wholly cured and the Borrower has commenced
or will promptly commence with due diligence and dispatch the curing of such default and shall thereafter
prosecute and complete the same with due diligence and dispatch;
(c) The Borrower shall (i) admit in writing its inability to pay its debts generally as they
become due; (ii) have an order for relief entered in any case commenced by or against it under the federal
bankruptcy laws, as now or hereafter in effect, which is not dismissed within ninety (90) days;
(iii) voluntarily commence a proceeding under any other federal or state bankruptcy, insolvency,
reorganization or similar law, or have such a proceeding commenced against it and either have an order of
insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for
ninety (90) days; (iv) make an assignment for the benefit of creditors; or (v) have a receiver or trustee
appointed for it or for the whole or any substantial part of its property which appointment is not vacated
within a period of ninety (90) days;
(d) Any representation or warranty made by the Borrower herein or any statement in any
report, certificate, financial statement or other instrument furnished in connection with this Loan Agreement
or with the purchase of the Bonds shall at any time prove to have been false or misleading in any adverse
material respect when made or given; and
(e) There shall occur an “Event of Default” as defined in the Indenture or the Regulatory
Agreement.
Notwithstanding the foregoing, if, by reason of Force Majeure, the Borrower is unable to perform
or observe any agreement, term or condition hereof which would give rise to an Event of Default under
subsection (b) above, the Borrower shall not be deemed in default during the continuance of such inability.
However, the Borrower shall promptly give notice in writing to the Trustee and the Issuer of the existence
of an event of Force Majeure and shall use commercially reasonable efforts to remove the effects thereof;
provided that the settlement of strikes or other industrial disturbances shall be entirely within its discretion.
The term “Force Majeure” shall mean, without limitation, the following:
(i) acts of God; strikes, lockouts or other industrial disturbances; acts of terrorism or of public
enemies; orders or restraints of any kind of the government of the United States of America or of the State
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or any of their departments, agencies, political subdivisions or officials, or any civil or military authority;
insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes;
tornados; storms; droughts; floods; arrests; restraint of government and people; explosions; breakage,
malfunction or accident to facilities, machinery, transmission pipes or canals; partial or entire failure of
utilities; shortages of labor, materials, supplies or transportation; or
(ii) any cause, circumstance or event not reasonably within the control of the Borrower.
The declaration of an Event of Default under subsection (c) above, and the exercise of remedies
upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting
or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy,
liquidation or reorganization proceedings.
Section 7.2. Remedies on Default. Whenever an Event of Default shall have happened and be
subsisting, any one (1) or more of the following remedial steps may be taken:
(a) If acceleration of the principal amount of the Bonds has been declared pursuant to
Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and
payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note
whereupon the same shall become immediately due and payable.
(b) The Trustee may exercise any or all or any combination of the remedies specified in this
Loan Agreement.
(c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the
books, records, accounts and financial data of the Borrower pertaining to the Project.
(d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in
equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the
Regulatory Agreement and the Note or to enforce the performance and observance of any other obligation
or agreement of the Borrower under those instruments.
Notwithstanding the foregoing, neither the Issuer nor the Trustee, as assignee of the Issuer, shall
be obligated to take any step which in its respective opinion will or might cause it to expend time or money
or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer
or the Trustee, as applicable, at no cost or expense to the Issuer or the Trustee. Any amounts collected as
Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to
payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid
into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Out standing
Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as
provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund.
The provisions of this Section are subject to the further limitation that the rescission by the Trustee
of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment
of any corresponding declaration made pursuant to subsection (a) above and a waiver and rescission of the
consequences of that declaration and of the Event of Default with respect to which that declaration has been
made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default
or impair any right consequent thereon.
Section 7.3. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the
Trustee by this Loan Agreement is intended to be exclusive of any other available remedy or remedies, but
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each and every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Loan Agreement, the Regulatory Agreement or the Note, or now or hereafter existing at law, in equity
or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair
that right or power or shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the
Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice,
other than any notice required by law or for which express provision is made herein.
Section 7.4. Agreement to Pay Attorneys’ Fees and Expenses. As further provided in
Section 4.2, if the Issuer or the Trustee should incur expenses, including reasonable attorneys’ fees, in
connection with the enforcement of this Loan Agreement, the Regulatory Agreement or the Note or the
collection of sums due thereunder, the Borrower shall reimburse the Issuer and the Trustee, as applicable,
for the expenses so incurred upon demand.
Section 7.5. No Waiver. No failure by the Issuer or the Trustee to insist upon the strict
performance by the Borrower of any provision hereof shall constitute a waiver of their right to strict
performance and no express waiver shall be deemed to apply to any other existing or subsequent right to
remedy the failure by the Borrower to observe or comply with any provision hereof.
Section 7.6. Notice of Default. The Borrower shall notify the Issuer and a Responsible Officer
of the Trustee immediately if it becomes aware of the occurrence of any Event of Default hereunder or of
any fact, condition or event which, with the giving of notice or passage of time or both, would become an
Event of Default.
Section 7.7. Investor Limited Partner’s Cure Rights. The Issuer hereby agrees that any cure
of any Event of Default hereunder made or tendered by the Investor Limited Partner shall be deemed to be
cured by the Borrower, and shall be accepted or rejected by the Issuer on the same basis as if made or
tendered by the Borrower.
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ARTICLE VIII
MISCELLANEOUS
Section 8.1. Term of Agreement. This Loan Agreement shall be and remain in full force and
effect from the date of delivery of the Bonds to the Holder until such time as all of the Bonds shall have
been fully paid (or provision made for such payment) pursuant to the Indenture and all other sums payable
by the Borrower under this Loan Agreement and the Note shall have been paid, except for obligations of
the Borrower under Sections 3.9, 4.2 and 5.3 hereof, which shall survive any termination of this Loan
Agreement.
Section 8.2. Amounts Remaining in Funds. Any amounts in the Bond Fund remaining
unclaimed by the Holders of Bonds for two (2) years after the due date thereof (whether at stated maturity
or otherwise), at the option of the Borrower, shall be deemed to belong to and shall be paid, at the written
request of the Borrower, to the Borrower by the Trustee as overpayment of Loan Payments. With respect
to that principal of and interest on the Bonds to be paid from money paid to the Borrower pursuant to the
preceding sentence, the Holders of the Bonds entitled to such money shall look solely to the Borrower for
the payment of such money. Further, any amounts remaining in the Bond Fund, the Project Fund and any
other special funds or accounts created under this Loan Agreement, the Regulatory Agreement or the
Indenture after all of the Outstanding Bonds shall be deemed to have been paid and discharged under the
provisions of the Indenture and all other amounts required to be paid under this Loan Agreement, the Note,
the Regulatory Agreement and the Indenture have been paid, shall be paid to the Borrower to the extent
that such money is in excess of the amounts necessary to effect the payment and discharge of the
Outstanding Bonds.
Section 8.3. Notices. All notices, certificates, requests or other communications hereunder
shall be given in the same manner as notices, certificates, requests and other communications are to be
given under Section 13.03 of the Indenture.
Section 8.4. Extent of Covenants of the Issuer; No Personal Liability. All covenants,
obligations and agreements of the Issuer contained in this Loan Agreement and the Indenture shall be
effective to the extent authorized and permitted by applicable law. No such covenant, obligation or
agreement shall be deemed to be a covenant, obligation or agreement of a ny present or future member,
officer, agent or employee of the Issuer or the City Council of the Issuer in other than his official capacity,
and neither the members of the City Council of the Issuer nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any personal liability or accountability by reason of the
issuance thereof or by reason of the covenants, obligations or agreements of the Issuer contained in this
Loan Agreement or in the Indenture.
Section 8.5. Binding Effect. This Loan Agreement shall inure to the benefit of and shall be
binding in accordance with its terms upon the Issuer, the Borrower and their respective permitted successors
and assigns provided that this Loan Agreement may not be assigned by the Borrower (except in connection
with a sale or transfer of assets pursuant to Section 5.2 hereof) and may not be assigned by the Issuer except
to the Trustee pursuant to the Indenture or as otherwise may be necessary to enforce or secure payment of
Bond Debt Service Charges. This Loan Agreement may be enforced only by the parties, their assignees
and others who may, by law, stand in their respective places.
Section 8.6. Amendments and Supplements. Except as otherwise expressly provided in this
Loan Agreement or the Indenture, subsequent to the issuance of the Bonds and prior to all conditions
provided for in the Indenture for release of the Indenture having been met, this Loan Agreement, the
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Regulatory Agreement and the Note may not be effectively amended, changed, modified, altered or
terminated except in accordance with the provisions of Article XI of the Indenture, as applicable.
Section 8.7. Execution Counterparts. This Loan Agreement may be executed in any number
of counterparts, each of which shall be regarded as an original and all of which shall constitute but one (1)
and the same instrument.
Section 8.8. Severability. If any provision of this Loan Agreement, or any covenant, obligation
or agreement contained herein is determined by a court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed
and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or
unenforceability shall not affect any valid and enforceable application thereof, and each such provision,
covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken
in the manner and to the full extent permitted by law.
Section 8.9. Governing Law. This Loan Agreement shall be deemed to be a contract made
under the laws of the State and for all purposes shall be governed by and construed in accordance with the
laws of the State.
Section 8.10. Non-Recourse Obligations. Notwithstanding anything to the contrary set forth
herein, in the Note and in any other document delivered in connection herewith, it is hereby expressly
agreed and understood that the obligations of the Borrower hereunder, under the Note and under every
document executed and delivered in connection herewith, are non-recourse. Neither the Borrower nor any
partner, member, officer, director or employee of the Borrower (each, a “Related Party”) shall have any
personal liability for the repayment of the Loan. In furtherance thereof, the Issuer and the Trustee shall be
entitled to look solely and exclusively to the Issuer Revenues, the Project and any income derived therefrom
for the payment and other obligations of the Borrower hereunder, under the Note and all evidences of
indebtedness secured hereby, and shall not seek a personal judgment against any partner, member, officer,
director, or stockholder of the Borrower, provided that nothing herein shall relieve any such Related Party
from liability for any of the following:
(a) rent collected for more than one (1) month in advance and received by such Related Party
and not applied to the reasonable operating requirements of the Project;
(b) misappropriation or misapplication by such Related Party of insurance or eminent domain
proceeds;
(c) fraud or material misrepresentation by such Related Party against the Issuer or the Holder;
(d) conversion by such Related Party of all or a material portion of the Project; or
(e) gross negligence, willful misconduct or intentional torts of such Related Party that
adversely affects the repayment of the Loan or the excludability from gross income for federal income
taxation purposes of interest on the Bonds.
Section 8.11. HUD-Required Provisions. The Borrower and the Issuer acknowledge that this
Loan Agreement and all the Borrower’s obligations hereunder are subject and subordinate to the FHA Loan
Documents and the Program Obligations. Notwithstanding any provisions of this Loan Agreement to the
contrary, no obligations of the Borrower hereunder shall be payable except from (a) Surplus Cash; (b) funds
that are not derived from (1) revenues of the Project (as defined in the FHA Mortgage), (2) the proceeds of
the FHA Note, or (3) any reserve or deposit made with t he FHA Lender or any other party as required by
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HUD in connection with the FHA Loan Documents; or (c) FHA Lender Funds which have been deposited
into the Collateral Fund by or at the direction of the FHA Lender (collectively, “Non-Project Sources”).
No claims or actions shall be made (or payable) under this Loan Agreement against the Project, the FHA
Lender, the proceeds of the FHA Note, or the assets of the Borrower, except from Non-Project Sources. In
addition, the rights and obligations of the parties under this Loan Agreement and all other documents
evidencing, implementing, or securing this Loan Agreement (collectively, the “Subordinate Bond
Documents”) are and shall be subordinated in all respects to the rights and obligations of the parties to and
under the FHA Loan Documents. In the event of any conflict between the provisions of (i) this Loan
Agreement or the Subordinate Bond Documents and (ii) the provisions of the FHA Loan Documents or the
Program Obligations, the provisions of the FHA Loan Documents or the Program Obligations shall control.
The provisions of this Section 8.11 shall control over any inconsistent provisions in this Loan Agreement
or the Subordinate Bond Documents. This Loan Agreement shall not be amended or modified without the
prior written consent of HUD.
Section 8.12. Limitation on Liability of the Issuer. The Issuer shall not be obligated to pay
the principal of or interest on the Bonds, except from money and assets received by the Trustee on behalf
of the Issuer pursuant to this Loan Agreement, or from amounts held by the Trustee under the Indenture.
Neither the faith and credit nor the taxing power of the State or any political subdivision thereof, nor the
full faith and credit of the Issuer is pledged to the payment of the principal of or interest on the Bonds. The
Issuer shall not be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable
kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement, the Note,
the Bonds, the Indenture or the Regulatory Agreements except only to the extent amounts are received for
the payment thereof from the Borrower under this Loan Agreement, or from amounts held by the Trustee
under the Indenture.
The Borrower hereby acknowledges that the Issuer’s sole source of money to repay the Bonds will
be provided by the payments made by the Borrower pursuant to this Loan Agreement, and amounts in
certain funds and accounts held by the Trustee under the Indenture, and hereby agrees that if the payments
to be made hereunder shall ever prove insufficient to pay all principal of and interest on the Bonds as the
same shall become due (whether by maturity, redemption, acceleration or otherwise), then upon notice from
the Trustee, the Borrower shall pay such amounts as are required from time to time to prevent any deficiency
or default in the payment of such principal of or interest on the Bonds, including but not limited to any
deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Borrower,
the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such
third party, as the case may be, therefor.
Section 8.13. Waiver of Personal Liability. No commissioner, officer, agent or employee of
the Issuer shall be individually or personally liable for the payment of any principal of or interest on the
Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the
execution and delivery of this Loan Agreement, but nothing herein contained shall relieve any such
commissioner, member, officer, agent or employee from the performance of any official duty provided by
law or by this Loan Agreement.
Section 8.14. Delivery of Reports, Etc. The delivery of reports, information and documents to
the Issuer as provided herein is for informational purposes only and the Issuer’s receipt of such shall not
constitute constructive knowledge of any information contained therein or determinable from information
contained therein. The Issuer shall have no duties or responsibilities except those that are specifically set
forth herein, and no other duties or obligations shall be implied in this Loan Agreement against the Issuer.
Section 8.15. Audit Expenses. The Borrower agrees to pay any costs incurred by the Issuer,
including fees of Issuer’s counsel, as a result of an audit by the Issuer or the Issuer’s compliance with an
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audit or inquiry of any kind, random or otherwise, by the Internal Revenue Service, the Minnesota
Department of Revenue, the Minnesota Office of the State Auditor, or any other governmental agency with
respect to the Bonds or the Project.
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IN WITNESS WHEREOF, the Issuer and the Borrower have caused this Loan Agreement to be
duly executed in their respective names, all as of the date and year first written above.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
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Execution page of the Borrower to the Loan Agreement, dated as of the date and year first written above.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
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EXHIBIT A-1
FORM OF SERIES A NOTE
This Note has not been registered under the Securities Act of 1933. Its transferability is restricted by the
Trust Indenture and the Loan Agreement referred to herein.
$9,885,000 June [__], 2022
42 Central Limited Partnership, a Minnesota limited partnership (the “Borrower”), for value
received, promises to pay in installments to the City of Columbia Heights, Minnesota, as Issuer (the
“Issuer”) under an Indenture of Trust, dated as of June 1, 2022 (the “Indenture”), between the Issuer and
U.S. Bank Trust Company, National Association, a national banking association (the “Trustee”), the
principal sum of
NINE MILLION EIGHT HUNDRED EIGHTY-FIVE THOUSAND AND 00/100 DOLLARS
and to pay interest on the unpaid balance of such principal sum from and after the date hereof at the rate of
[________]% per annum, to but not including the Initial Mandatory Tender Date, and thereafter at the
applicable Remarketing Rate until the payment of such principal sum has been made or provided for. The
principal amount stated above shall be paid on or before the fifth Business Day immediately preceding the
Maturity Date. Interest shall be calculated on the basis of a t hree hundred sixty (360) day year of twelve
(12) equal months. Interest on this Note shall be paid in Federal Reserve funds on the fifth Business Day
next preceding each January 1 and July 1 (the “Interest Payment Dates”), commencing January 1, 2023.
This Note has been executed and delivered by the Borrower to the Issuer pursuant to a certain Loan
Agreement, dated as of June 1, 2022 (the “Loan Agreement”), between the Issuer and the Borrower. Terms
used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
Under the Loan Agreement, the Issuer has loaned the Borrower a portion of the principal proceeds
received from the sale of the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central Apartments
Project), Series 2022A (the “Bonds”), in the original aggregate principal amount of $9,885,000 dated as of
the date hereof, to assist in the financing of the Project, and the Borrower has agreed to repay such loan by
making payments (the “Loan Payments”) at the times and in the amounts set forth in this Note for
application to the payment of Bond Debt Service Charges on the Bonds as and when due. The Bonds have
been issued, concurrently with the execution and delivery of this Note, pursuant to, and are secured by, the
Indenture, and the Indenture has been assigned by the Issuer to the Trustee to secure the repayment of
principal and interest on the Bonds and other amounts under the Indenture.
To provide funds to pay the principal of and interest on the Bonds as and when due as s pecified
herein, the Borrower hereby agrees to and shall make Loan Payments in United States Federal Reserve
funds on the fifth Business Day immediately preceding each Interest Payment Date in an amount equal to
the Bond Debt Service Charges on the Bonds payable on the next succeeding Interest Payment Date related
thereto. In addition, to provide funds to pay the Bond Debt Service Charges on the Bonds as and when due
at any other time, the Borrower hereby agrees to and shall make Loan Payments in United States Federal
Reserve funds on the fifth Business Day immediately preceding any other date on which any Bond Debt
Service Charges on the Bonds shall be due and payable, whether at maturity, upon redemption, mandatory
tender, acceleration or otherwise, in an amount equal to those Bond Debt Service Charges.
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If payment or provision for payment in accordance with the Indenture is made in respect of the
Bond Debt Service Charges on the Bonds from money other than Loan Payments, this Note shall be deemed
paid to the extent such payments or provision for payment of Bonds has been made. Consistent with the
provisions of the immediately preceding sentence, the Borrower shall have credited against its obligation
to make Loan Payments any amounts transferred from the Project Fund or the Collateral Fund to the Bond
Fund. Subject to the foregoing, all Loan Payments shall be in the full amount required hereunder.
All Loan Payments shall be made to the Trustee at its designated corporate trust office for the
account of the Issuer and deposited in the Bond Fund created by the Indenture. Except as otherwise
provided in the Indenture, the Loan Payments shall be used by the Trustee to pay the Bond Debt Service
Charges on the Bonds as and when due.
The obligation of the Borrower to make the payments required hereunder shall be absolute and
unconditional and the Borrower shall make such payments without abatement, diminution or deduction
regardless of any cause or circumstances whatsoever including, without limitation, any defense, set-off,
recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Trustee or any
other person.
This Note is subject to optional prepayment by the Borrower on the terms stated in the Loan
Agreement.
Whenever an Event of Default under Section 7.01 of the Indenture shall have occurred and, as a
result thereof, the principal of and any premium on all Bonds then Outstanding, and interest accrued
thereon, shall have been declared to be immediately due and payable pursuant to Section 7.03 of the
Indenture, the unpaid principal amount of and any premium and accrued interest on this Note shall also be
due and payable in Federal Reserve funds on the date on which the principal of and premium and interest
on the Bonds shall have been declared due and payable; provided that the annulment of a declaration of
acceleration with respect to the Bonds shall also constitute an annulment of any corresponding declaration
with respect to this Note.
The payment obligations of this Note are non-recourse to the Borrower to the extent set forth in
Sections 8.10 and 8.11 of the Loan Agreement.
The Borrower, Trustee and Issuer acknowledge that, after closing of the FHA Insured Mortgage
Loan, this Note, and all Borrower’s obligations hereunder, will be subject and subordinate to the FHA Loan
Documents: (i) Note (Multistate), dated as of June 1, 2022, from Borrower to FHA Lender, initially
endorsed for mortgage insurance by the United States Department of Housing and Urban Development
(“HUD”) pursuant to Section 221(d)(4) of the National Housing Act, as amended (the “FHA Note”); (ii)
Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement (Minnesota), dated as of
the date of the FHA Note, from Borrower for the benefit of FHA Lender to secure the FHA Note (the “FHA
Mortgage”); (iii) Regulatory Agreement for Multifamily Projects, dated as of the date of the FHA Note,
between Borrower and HUD (the “HUD Regulatory Agreement”); and (iv) any and all other documents,
agreements, or instruments which evidence or secure the indebtedness evidenced by the FHA Note.
Notwithstanding any provision in this Note to the contrary, this Note shall not be due and payable prior to
the maturity date of the FHA Note, provided that it may be prepaid at any time from (A) Surplus Cash (as
defined in the HUD Regulatory Agreement), (B) funds that are not derived from revenues of the Project (as
defined in the FHA Mortgage), the proceeds of the FHA Note, or any reserve or deposit made with the FHA
Lender or any other party as required by HUD in connection with the FHA Loan Documents, or (C) FHA
Lender Funds which have been deposited into the Collateral Fund by or at the direction of the FHA Lender
(collectively, “Non-Project Sources”), but provided further that no prepayment of this Note is permitted
prior to “placement in service” of the Project as such term is used in Section 42 of the Internal Revenue
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Code of 1986, as amended. Payments due under this Note may only be paid from Surplus Cash (but in no
event greater than seventy-five percent (75%) of the total amount of Surplus Cash) or from Non -Project
Sources; provided that this restriction on payment shall not excuse any default caused by the failure of the
Borrower to pay the indebtedness evidenced by this Note. In addition, (1) the indebtedness evidenced by
this Note and all other documents evidencing or securing this Note (collectively, the “Subordinate Loan
Documents”) are and shall be subordinated in right of payment, to the prior payment in full of the
indebtedness evidenced by the FHA Loan Documents, and (2) the Subordinate Loan Documents are and
shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the FHA
Mortgage and the other FHA Loan Documents and to all advances heretofore made or which may hereafter
be made pursuant to the FHA Mortgage and the other FHA Loan Documents (including but not limited to,
all sums advanced for the purposes of (a) protecting or further securing the lien of the FHA Mortgage,
curing defaults by Borrower under the FHA Loan Documents or for any other purpose expressly permitted
by the FHA Mortgage, or (b) constructing, rehabilitating, renovating, repairing, furnishing, fixturing, or
equipping the Project).
In the event of any conflict between the provisions of (i) this Note or the Subordinate Loan
Documents and (ii) the provisions of the FHA Loan Documents or the Program Obligations (as defined in
the FHA Mortgage), the provisions of the FHA Loan Documents or the Program Obligations shall control.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the
date first above written.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
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EXHIBIT A-2
FORM OF SERIES B NOTE
This Note has not been registered under the Securities Act of 1933. Its transferability is restricted by the
Trust Indenture and the Loan Agreement referred to herein.
$________ __________, 2022
42 Central Limited Partnership, a Minnesota limited partnership (the “Borrower”), for value
received, promises to pay in installments to the City of Columbia Heights, Minnesota, as Issuer (the
“Issuer”) under an Indenture of Trust, dated as of June 1, 2022 (the “Indenture”), between the Issuer and
U.S. Bank Trust Company, National Association, a national banking association (the “Trustee”), the
principal sum of
_________________________ AND 00/100 DOLLARS
and to pay interest on the unpaid balance of such principal sum from and after the date hereof at the rate of
________% per annum, to but not including the Initial Mandatory Tender Date, and thereafter at the
applicable Remarketing Rate until the payment of such principal sum has been made or provided for. The
principal amount stated above shall be paid on or before the fifth Business Day immediately preceding the
Maturity Date. Interest shall be calculated on the basis of a three hundred sixty (360) day year of twelve
(12) equal months. Interest on this Note shall be paid in Federal Reserve funds on the fifth Business Day
next preceding each January 1 and July 1 (the “Interest Payment Dates”), commencing January 1, 2023.
This Note has been executed and delivered by the Borrower to the Issuer pursuant to a certain Loan
Agreement, dated as of June 1, 2022 (the “Loan Agreement”), between the Issuer and the Borrower. Terms
used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
Under the Loan Agreement, the Issuer has loaned the Borrower a portion of the principal proceeds
received from the sale of the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central Apartments
Project), Series 2022B (the “Bonds”), in the original aggregate principal amount of $[________] dated as
of the date hereof, to assist in the financing of the Project, and the Borrower has agreed to repay such loan
by making payments (the “Loan Payments”) at the times and in the amounts set forth in this Note for
application to the payment of Bond Debt Service Charges on the Bonds as and when due. The Bonds have
been issued, concurrently with the execution and delivery of this Note, pursuant to, and are secured by, the
Indenture, and the Indenture has been assigned by the Issuer to the Trustee to secure the repayment of
principal and interest on the Bonds and other amounts under the Indenture.
To provide funds to pay the principal of and interest on the Bonds as and when due as specified
herein, the Borrower hereby agrees to and shall make Loan Payments in United States Federal Reserve
funds on the fifth Business Day immediately preceding each Interest Payment Date in an amount equal to
the Bond Debt Service Charges on the Bonds payable on the next succeeding Interest Payment Date related
thereto. In addition, to provide funds to pay the Bond Debt Service Charges on the Bonds as and when due
at any other time, the Borrower hereby agrees to and shall make Loan Payments in United States Federal
Reserve funds on the fifth Business Day immediately preceding any other date on which any Bond Debt
Service Charges on the Bonds shall be due and payable, whether at maturity, upon redemption, mandatory
tender, acceleration or otherwise, in an amount equal to those Bond Debt Service Charges.
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If payment or provision for payment in accordance with the Indenture is made in respect of the
Bond Debt Service Charges on the Bonds from money other than Loan Payments, this Note shall be deemed
paid to the extent such payments or provision for payment of Bonds has been made. Consistent with the
provisions of the immediately preceding sentence, the Borrower shall have credited against its obligation
to make Loan Payments any amounts transferred from the Project Fund or the Collateral Fund to the Bond
Fund. Subject to the foregoing, all Loan Payments shall be in the full amount required hereunder.
All Loan Payments shall be made to the Trustee at its designated corporate trust office for the
account of the Issuer and deposited in the Bond Fund created by the Indenture. Except as otherwise
provided in the Indenture, the Loan Payments shall be used by the Trustee to pay the Bond Debt Service
Charges on the Bonds as and when due.
The obligation of the Borrower to make the payments required hereunder shall be absolute and
unconditional and the Borrower shall make such payments without abatement, diminution or deduction
regardless of any cause or circumstances whatsoever including, without limitation, an y defense, set-off,
recoupment or counterclaim which the Borrower may have or assert against the Issuer, the Trustee or any
other person.
This Note is subject to optional prepayment by the Borrower on the terms stated in the Loan
Agreement.
Whenever an Event of Default under Section 7.01 of the Indenture shall have occurred and, as a
result thereof, the principal of and any premium on all Bonds then Outstanding, and interest accrued
thereon, shall have been declared to be immediately due and payable pursuan t to Section 7.03 of the
Indenture, the unpaid principal amount of and any premium and accrued interest on this Note shall also be
due and payable in Federal Reserve funds on the date on which the principal of and premium and interest
on the Bonds shall have been declared due and payable; provided that the annulment of a declaration of
acceleration with respect to the Bonds shall also constitute an annulment of any corresponding declaration
with respect to this Note.
The payment obligations of this Note are non-recourse to the Borrower to the extent set forth in
Sections 8.10 and 8.11 of the Loan Agreement.
The Borrower, Trustee and Issuer acknowledge that, after closing of the FHA Insured Mortgage
Loan, this Note, and all Borrower’s obligations hereunder, will be subject and subordinate to the FHA Loan
Documents: (i) Note (Multistate), dated as of ______ 1, 2022, from Borrower to FHA Lender, initially
endorsed for mortgage insurance by the United States Department of Housing and Urban Development
(“HUD”) pursuant to Section 221(d)(4) of the National Housing Act, as amended (the “FHA Note”); (ii)
Multifamily Mortgage, Assignment of Leases and Rents, and Security Agreement (Minnesota), dated as of
the date of the FHA Note, from Borrower for the benefit of FHA Lender to secure the FHA Note (the “FHA
Mortgage”); (iii) Regulatory Agreement for Multifamily Proje cts, dated as of the date of the FHA Note,
between Borrower and HUD (the “HUD Regulatory Agreement”); and (iv) any and all other documents,
agreements, or instruments which evidence or secure the indebtedness evidenced by the FHA Note.
Notwithstanding any provision in this Note to the contrary, this Note shall not be due and payable prior to
the maturity date of the FHA Note, provided that it may be prepaid at any time from (A) Surplus Cash (as
defined in the HUD Regulatory Agreement), (B) funds that are not derived from revenues of the Project (as
defined in the FHA Mortgage), the proceeds of the FHA Note, or any reserve or deposit made with the FHA
Lender or any other party as required by HUD in connection with the FHA Loan Documents, or (C) FHA
Lender Funds which have been deposited into the Collateral Fund by or at the direction of the FHA Lender
(collectively, “Non-Project Sources”), but provided further that no prepayment of this Note is permitted
prior to “placement in service” of the Project as such term is used in Section 42 of the Internal Revenue
183
Item 14.
A-2-3
Code of 1986, as amended. Payments due under this Note may only be paid from Surplus Cash (but in no
event greater than seventy-five percent (75%) of the total amount of Surplus Cash) or from Non -Project
Sources; provided that this restriction on payment shall not excuse any default caused by the failure of the
Borrower to pay the indebtedness evidenced by this Note. In addition, (1) the indebtedness evidenced by
this Note and all other documents evidencing or securing this Note (collectively, the “Subordinate Loan
Documents”) are and shall be subordinated in right of payment, to the prior payment in full of the
indebtedness evidenced by the FHA Loan Documents, and (2) the Subordinate Loan Documents are and
shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the FHA
Mortgage and the other FHA Loan Documents and to all advances heretofore made or which may hereafter
be made pursuant to the FHA Mortgage and the other FHA Loan Documents (including but not limited to,
all sums advanced for the purposes of (a) protecting or further securing the lien of the FHA Mortgage,
curing defaults by Borrower under the FHA Loan Documents or for any other purpose expressly permitted
by the FHA Mortgage, or (b) constructing, rehabilitating, renovating, repairing, furnishing, fixturing, or
equipping the Project).
In the event of any conflict between the provisions of (i) this Note or the Subordinate Loan
Documents and (ii) the provisions of the FHA Loan Documents or the Program Obligations (as defined in
the FHA Mortgage), the provisions of the FHA Loan Documents or the Program Obligations shall control.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its name as of the
date first above written.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
184
Item 14.
B-1
EXHIBIT B
FORM OF COMPLETION CERTIFICATE
$[9,885,000][_____________]
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022[A][B]
COMPLETION CERTIFICATE
To:
U.S. Bank Trust Company, National Association, as Trustee
EP-MN-WS3C
60 Livingston Avenue, Third Floor
Saint Paul, MN 55107
Attn: Corporate Trust Services
and
City of Columbia Heights, Minnesota
590 – 40th Avenue NE
Columbia Heights, Minnesota 55421
Attention: Community Development Director
Pursuant to Section 3.7 of the Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the City of Minneapolis (the “Issuer”) and 42 Central Limited Partnership, a Minnesota limited
partnership (the “Borrower”), and relating to the above-captioned bonds, the undersigned Authorized
Borrower Representative hereby certifies that (with capitalized words and terms used and not defined in
this Completion Certificate (the “Certificate”) having the meanings assigned in the Indenture of Trust, dated
as of June 1, 2022, between the Issuer and the Trustee):
(a) The Project was substantially completed and available and suitable for use as multifamily
housing on ___________________.
(b) All other facilities necessary in connection with the Project have been acquired,
constructed, equipped and improved.
(c) The acquisition, construction, equipping and improvement of the Project and those other
facilities have been accomplished in such a manner as to conform in all material respects with all applicable
zoning, planning, building, environmental and other similar governmental regulations.
(d) Except as provided in subsection (e) of this Certificate, all costs of that acquisition,
construction, equipping and improvement due on or after the date of this Certificate and now payable have
been paid.
185
Item 14.
B-2
(e) The Trustee shall retain $_____ in the Project Fund for the payment of costs of the Project
not yet due or for liabilities which the Borrower is contesting or which otherwise should be reta ined, for
the following reasons:
(f) This Certificate is given without prejudice to any rights against third parties that now exist
or subsequently may come into being.
IN WITNESS WHEREOF, the Authorized Borrower Representative has set his or her hand as of
the ___ day of __________, 20__.
Authorized Borrower Representative
By:
Its:
186
Item 14.
C-1
EXHIBIT C
FORM OF FHA LENDER’S CERTIFICATE TO TRUSTEE
FHA LENDER’S CERTIFICATE TO TRUSTEE
Pursuant to Section 3.4 of the Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the City of Columbia Heights, Minnesota (the “Issuer”) and 42 Central Limited Partnership, a
Minnesota limited partnership (the “Borrower”), the undersigned representative of the FHA Lender (the
“Authorized Lender Representative”) hereby certifies that the deposit of $_________ into the Collateral
Fund on _________, 20__ was fully derived from FHA Lender Funds or other Available Money.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given them
in the Indenture referenced in the Loan Agreement.
This ___ day of __________, 20__.
Authorized Lender Representative
By:
Its:
187
Item 14.
D-1
EXHIBIT D
FORM OF BORROWER’S CERTIFICATE TO TRUSTEE
BORROWER’S CERTIFICATE TO TRUSTEE
Pursuant to Section 3.4 of the Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the City of Columbia Heights, Minnesota (the “Issuer”) and 42 Central Limited Partnership, a
Minnesota limited partnership (the “Borrower”), the undersigned Authorized Borrower Representative
hereby certifies that the deposit of $_________ into the Collateral Fund on __________, 20__ was fully
derived from Available Money.
Capitalized terms used herein and not otherwise defined herein shall have the meanings given them
in the Indenture referenced in the Loan Agreement.
This ___ day of ___________, 20__.
Authorized Borrower Representative
By:
Its:
188
Item 14.
E-1
CL162-60-781815.v2
EXHIBIT E
FORM OF DISBURSEMENT REQUEST
$[9,885,000][_____________]
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022[A][B]
STATEMENT NO. _____ REQUESTING DISBURSEMENT OF FUNDS FROM
PROJECT FUND PURSUANT TO SECTION 3.4 OF THE LOAN AGREEMENT,
DATED AS OF JUNE 1, 2022, BETWEEN THE CITY OF COLUMBIA HEIGHTS,
MINNESOTA AND 42 CENTRAL LIMITED PARTNERSHIP
Pursuant to Section 3.4 of the Loan Agreement, dated as of June 1, 2022 (the “Agreement”),
between the City of Columbia Heights, Minnesota (the “Issuer”) and 42 Central Limited Partnership, a
Minnesota limited partnership (the “Borrower”), relating to the above-referenced bonds of the Issuer, the
undersigned Authorized Borrower Representative hereby requests and authorizes U.S. Bank Trust
Company, National Association, a national banking association (the “Trustee”), as depository of the Project
Fund created by the Indenture, to disburse out of the moneys deposited in the Project Fund in the amount(s)
and to the person(s) set forth in this certificate immediately upon a corresponding amount of FHA Lender
Funds or other Available Moneys being deposited by the FHA Lender or the Borrower into the Collateral
Fund. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in
the Indenture referenced in the Agreement.
To induce the Trustee to release moneys deposited in the Project Fund pursuant to the terms of the
Indenture and the Agreement in the amounts(s) and to the person(s) set forth herein and in the Disbursement
Schedule attached hereto, the undersigned Borrower represents, warrants and certifies to the Issuer and the
Trustee:
(a) Each item for which disbursement is requested hereunder either (i) are presently due and
payable, constitute Project Costs properly incurred by the Borrower in connection with the
Project being financed with the proceeds of the Loan, or are reimbursable Project Costs
properly chargeable against the Loan; or (ii) are to be deposited to an escrow fund to be
disbursed therefrom solely for Project Costs properly incurred by the Borrower in
connection with the Project; and in each case none of the items for which disbursement is
requested has formed the basis for any disbursement heretofore made from said Project
Fund. The amount or amounts and the party or parties to whom the disbursements shall be
made are specified in the Disbursement Schedule attached hereto (and may be the
undersigned in the case of reimbursement for advances and payments made or cost incurred
for work done by the undersigned).
(b) Each such item is or was necessary in connection with the acquisition and construction of
the Dwelling Units (as defined in the Regulatory Agreement) of the Project.
(c) The costs specified in the Disbursement Schedule attached hereto, when added to all
previous disbursements under the Loan, will result in at least ninety-five percent (95%) of
the aggregate amount of all disbursements having been used to pay costs properly
189
Item 14.
E-2
CL162-60-781815.v2
chargeable to the capital account of a qualified residential rental project within the meaning
of Section 142(d) of the Code and functionally related and subordinate property thereto.
(d) To the knowledge of the undersigned, there is no current or existing event of default
pursuant to the terms of the Agreement or the Regulatory Agreement and no event exists
which by notice or passage of time or both would constitute an event of default under any
of the foregoing documents.
(e) No representation or warranty of the Borrower contained in the Agreement or the
Regulatory Agreement is materially incorrect or inaccurate, except as the Borrower has set
forth in writing, and there has been no event of default under the terms of any of those
documents and which is continuing and no event shall exist which by notice, passage of
time or both would constitute an event of default under any of those documents.
(f) This statement and all exhibits hereto, including the Disbursement Schedule attached
hereto, shall be conclusive evidence of the facts and statements set forth herein and shall
constitute full warrant, protection and authority to the Trustee for its actions taken pursuant
hereto.
This statement constitutes the approval of the Borrower of the disbursement hereby requested and
authorized.
This ______ day of ___________, 20__.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
___________________________
DISBURSEMENT SCHEDULE 1
TO STATEMENT NO. _______________ REQUESTING AND AUTHORIZING DISBURSEMENT OF
FUNDS FROM PROJECT FUND PURSUANT TO SECTION 3.4 OF THE LOAN AGREEMENT,
DATED AS OF JUNE 1, 2022, BETWEEN THE CITY OF COLUMBIA HEIGHTS, MINNESOTA AND
42 CENTRAL LIMITED PARTNERSHIP
PAYEE AMOUNT PURPOSE
190
Item 14.
Second Draft
Tuesday, March 8, 2022
INDENTURE OF TRUST
between
CITY OF COLUMBIA HEIGHTS, MINNESOTA
as Issuer
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of June 1, 2022
Relating to:
$9,885,000
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022A
And expected to be issued shortly after the Closing Date:
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022B
This instrument drafted by:
Kennedy & Graven, Chartered (SEL)
150 South Fifth Street, Suite 700
Minneapolis, Minnesota 55402-1299
191
Item 14.
i
INDEX
(This Index is not a part of the Indenture
but rather is for convenience of reference only)
Page
Preambles ....................................................................................................................................... 1
Granting Clauses ....................................................................................................................................... 2
ARTICLE I
DEFINITIONS
Section 1.01 Definitions ..................................................................................................................... 4
Section 1.02 Interpretation ............................................................................................................... 16
Section 1.03 Captions and Headings ................................................................................................ 16
ARTICLE II
AUTHORIZATION AND TERMS OF BONDS
Section 2.01 Authorized Amount of Bonds ...................................................................................... 17
Section 2.02 Issuance of Bonds ........................................................................................................ 17
Section 2.03 Authorization of Bonds; Sale and Delivery of the Bonds ........................................... 17
Section 2.04 Maturity and Interest ................................................................................................... 18
Section 2.05 Special Obligations ...................................................................................................... 18
ARTICLE III
TERMS OF BONDS GENERALLY
Section 3.01 Form of Bonds ............................................................................................................. 19
Section 3.02 Execution and Authentication of Bonds ...................................................................... 19
Section 3.03 Source of Payment of Bonds ....................................................................................... 19
Section 3.04 Payment and Ownership of Bonds .............................................................................. 19
Section 3.05 Registration, Transfer and Exchange of Bonds ........................................................... 20
Section 3.06 Mutilated, Lost, Wrongfully Taken or Destroyed Bonds ............................................ 21
Section 3.07 Cancellation of Bonds ................................................................................................. 21
Section 3.08 Special Agreement with Holders ................................................................................. 21
Section 3.09 Book-Entry Only System ............................................................................................. 22
ARTICLE IV
REDEMPTION, MANDATORY TENDER AND REMARKETING OF BONDS
Section 4.01 Redemption of Bonds .................................................................................................. 24
Section 4.02 Notice of Redemption .................................................................................................. 24
Section 4.03 Mandatory Tender ....................................................................................................... 26
Section 4.04 Mandatory Tender Notice ............................................................................................ 27
Section 4.05 Remarketing of Bonds ................................................................................................. 27
Section 4.06 Cancellation of Bonds ................................................................................................. 30
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Item 14.
ii
ARTICLE V
PROVISIONS AS TO FUNDS,
PAYMENTS, PROJECT AND AGREEMENT
Section 5.01 Creation of Funds; Allocation of Bond Proceeds ........................................................ 31
Section 5.02 Application of Loan Payments .................................................................................... 31
Section 5.03 Disbursements from the Project Fund ......................................................................... 31
Section 5.04 Bond Fund ................................................................................................................... 33
Section 5.05 Investment of Special Funds ........................................................................................ 34
Section 5.06 Money to be Held in Trust ........................................................................................... 34
Section 5.07 Nonpresentment of Bonds ........................................................................................... 35
Section 5.08 Repayment to the Borrower from the Bond Fund ....................................................... 35
Section 5.09 Rebate Fund ................................................................................................................. 36
Section 5.10 Valuation ..................................................................................................................... 36
Section 5.11 Completion of the Project ............................................................................................ 36
Section 5.12 Collateral Fund ............................................................................................................ 37
Section 5.13 Costs of Issuance Fund ................................................................................................ 37
Section 5.14 Allocation and Reallocation of Government Obligations Deposited to the Collateral
Fund and the Project Fund ........................................................................................... 37
ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS
AND AUTHENTICATING AGENTS
Section 6.01 Trustee’s Acceptance and Responsibilities ................................................................. 38
Section 6.02 Certain Rights and Obligations of the Trustee............................................................. 39
Section 6.03 Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and Authenticating
Agents .......................................................................................................................... 42
Section 6.04 Intervention by Trustee ................................................................................................ 42
Section 6.05 Successor Trustee ........................................................................................................ 43
Section 6.06 Appointment of Co-Trustee ......................................................................................... 43
Section 6.07 Resignation by the Trustee .......................................................................................... 44
Section 6.08 Removal of the Trustee ................................................................................................ 44
Section 6.09 Appointment of Successor Trustee .............................................................................. 44
Section 6.10 Adoption of Authentication ......................................................................................... 45
Section 6.11 Registrars ..................................................................................................................... 45
Section 6.12 Designation and Succession of Paying Agents ............................................................ 46
Section 6.13 Designation and Succession of Authenticating Agents ............................................... 47
Section 6.14 Dealing in Bonds ......................................................................................................... 47
Section 6.15 Representations, Agreement and Covenants of Trustee .............................................. 48
Section 6.16 Reserved ...................................................................................................................... 48
Section 6.17 Interpleader .................................................................................................................. 48
Section 6.18 Survival of Certain Provisions ..................................................................................... 48
Section 6.19 Concerning the Remarketing Agent ............................................................................ 48
Section 6.20 Qualification of Remarketing Agent ........................................................................... 49
Section 6.21 Notices to Rating Agency and Remarketing Notice Parties ........................................ 49
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Item 14.
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ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND HOLDERS
Section 7.01 Defaults; Events of Default ......................................................................................... 50
Section 7.02 Notice of Default ......................................................................................................... 50
Section 7.03 Acceleration ................................................................................................................. 50
Section 7.04 Other Remedies; Rights of Holders ............................................................................. 51
Section 7.05 Right of Holders to Direct Proceedings ....................................................................... 52
Section 7.06 Application of Money .................................................................................................. 52
Section 7.07 Remedies Vested in Trustee ........................................................................................ 53
Section 7.08 Rights and Remedies of Holders ................................................................................. 53
Section 7.09 Termination of Proceedings ......................................................................................... 54
Section 7.10 Waivers of Events of Default ...................................................................................... 54
ARTICLE VIII
SUPPLEMENTAL INDENTURES
Section 8.01 Supplemental Indentures Generally ............................................................................. 55
Section 8.02 Supplemental Indentures Not Requiring Consent of Holders ..................................... 55
Section 8.03 Supplemental Indentures Requiring Consent of Holders ............................................ 56
Section 8.04 Consent of Borrower and Remarketing Agent ............................................................ 57
Section 8.05 Authorization to Trustee; Effect of Supplement .......................................................... 57
Section 8.06 Opinion of Counsel ...................................................................................................... 58
Section 8.07 Modification by Unanimous Consent .......................................................................... 58
ARTICLE IX
DEFEASANCE
Section 9.01 Release of Indenture .................................................................................................... 59
Section 9.02 Payment and Discharge of Bonds ................................................................................ 59
Section 9.03 Survival of Certain Provisions ..................................................................................... 60
ARTICLE X
[RESERVED]
ARTICLE XI
AMENDMENTS TO LOAN AGREEMENT, REGULATORY
AGREEMENT AND NOTE
Section 11.01 Amendments Not Requiring Consent of Holders ........................................................ 62
Section 11.02 Amendments Requiring Consent of Holders ............................................................... 62
ARTICLE XII
MEETINGS OF HOLDERS
Section 12.01 Purposes of Meetings ................................................................................................... 63
Section 12.02 Call of Meetings .......................................................................................................... 63
Section 12.03 Voting .......................................................................................................................... 63
Section 12.04 Meetings ...................................................................................................................... 63
Section 12.05 Miscellaneous .............................................................................................................. 64
194
Item 14.
iv
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Limitation of Rights ..................................................................................................... 65
Section 13.02 Severability .................................................................................................................. 65
Section 13.03 Notices ......................................................................................................................... 65
Section 13.04 Suspension of Mail and Courier Service ..................................................................... 66
Section 13.05 Payments Due on Saturdays, Sundays and Holidays ................................................... 66
Section 13.06 Instruments of Holders ................................................................................................ 66
Section 13.07 Priority of this Indenture .............................................................................................. 67
Section 13.08 Extent of Covenants; No Personal Liability ................................................................ 67
Section 13.09 Binding Effect .............................................................................................................. 67
Section 13.10 Counterparts................................................................................................................. 67
Section 13.11 Governing Law ............................................................................................................ 67
Section 13.12 Security Advice Waiver ............................................................................................... 67
Section 13.13 Patriot Act .................................................................................................................... 67
Section 13.14 FHA Federal Laws and Requirements Control............................................................ 68
SIGNATURES ........................................................................................................................................... S-1
EXHIBIT A-1 – Form of Series A Bond .................................................................................................. A-1
EXHIBIT A-2 – Form of Series B Bond .................................................................................................. A-2
EXHIBIT B – Mandatory Tender Notice ................................................................................................. B-1
195
Item 14.
1
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (the “Indenture”), dated as of June 1, 2022, is made by and
between the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a municipal corporation, home rule city,
and political subdivision of the State of Minnesota (the “Issuer”), and U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, with its designated corporate trust office
located in Saint Paul, Minnesota (the “Trustee”), under the circumstances summarized in the following
recitals. The capitalized terms not defined in the recitals and granting clauses being used therein are defined
in Article I hereof.
RECITALS
WHEREAS, pursuant to and in accordance with the laws of the State of Minnesota (the “State”),
including without limitation Minnesota Statutes, Chapters 462C and 474A, as amended (the “Act”), the
Issuer has determined to issue and sell on the Closing Date its Multifamily Housing Revenue Bonds (42nd
& Central Apartments Project), Series 2022A, in the original aggregate principal amount of $9,885,000 (the
“Series A Bonds”) and expects to issue shortly after the Closing Date, its Multifamily Housing Revenue
Bonds (42nd & Central Apartments Project), Series 2022B, in the original aggregate principal amount to
be allocated to the Issuer for the Project (as hereinafter defined) pursuant to Section 146 of Code and
Minnesota Statues, Chapter 474A (the “Series B Bonds” and together with the Series A Bonds, the
“Bonds”), and to loan the proceeds to be derived from the sale thereof (the “Loan”) to 42 Central Limited
Partnership, a Minnesota limited partnership (the “Borrower”), for the purpose of financing the acquisition,
construction and equipping of an approximately 62-unit workforce multifamily rental housing development
and facilities functionally related and subordinate thereto, comprised of one four-story apartment building
including one, two, and three-bedroom units, with both surface lot and below-ground parking, and other
amenities, including multiple gathering spaces and an outdoor playground, to be owned by the Borrower
on a site to be located at 800 42nd Avenue NE, Columbia Heights, Minnesota and known as 42nd &
Central Apartments or another name selected by the Borrower (the “Project”); and
WHEREAS, the Bonds will be secured by this Indenture, and the Issuer is authorized to execute
and deliver this Indenture and to do or cause to be done all acts provided or required herein to be performed
on its part; and
WHEREAS, pursuant to its lawful authority under the Act, the Issuer and the Borrower have
executed that certain Loan Agreement, by the terms of which the Issuer agrees to make the Loan t o the
Borrower for the Project; and
WHEREAS, the Loan will be evidenced by a Promissory Note (the “Note”), in the form attached
as Exhibit B-1 to the Loan Agreement, in the original principal amount of $9,885,000, executed by the
Borrower and delivered to the Issuer on the date of issuance of the Bonds, and assigned by the Issuer to the
Trustee; and
WHEREAS, all acts and conditions required to happen, exist and be performed precedent to and in
the issuance of the Bonds and the execution and delivery of this Indenture have happened, exist and have
been performed, or at the delivery of the Bonds will exist, will have happened and will have been performed
(i) to make the Bonds, when issued, delivered and authenticated, valid obligations of the Issuer in
accordance with the terms thereof and hereof; and (ii) to make this Indenture a valid, binding and legal trust
agreement for the security of the Bonds in accordance with its terms; and
WHEREAS, the Trustee has accepted the trusts created by this Indenture, and in evidence thereof
has joined in the execution hereof; and
196
Item 14.
2
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of Bond
Debt Service Charges on the Bonds according to their true intent and meaning, to secure the performance
and observance of all of the covenants, agreements, obligations and conditions contained therein and herein,
and to declare the terms and conditions upon and subject to which the Bonds are and are intended to be
issued, held, secured and enforced, and in consideration of the premises and the acceptance by the Trustee
of the trusts created herein and of the purchase and acceptance of the Bonds by the Holders, and for other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Issuer
has executed and delivered this Indenture and absolutely assigns hereby to the Trustee, and to its successors
in trust, and its and their assigns, all right, title and interest of the Issuer, except for the Unassigned Issuer’s
Rights, in and to (i) the Issuer Revenues, including, without limitation, all Loan Payments and other
amounts receivable by or on behalf of the Issuer under the Loan Agreement in respect of repayment of the
Loan; (ii) the Special Funds, including all accounts in those funds and all money deposited therein and the
investment earnings on such money; and the earnings derived from the investment of any of the foregoing
sums as provided herein; (iii) all right, title and interest of the Issuer in the proceeds derived from the sale
of the Bonds, and any securities in which money in the Special Funds is invested, and (except for money
in the Rebate Fund and otherwise required to be rebated to the United States of America under the Code)
the proceeds derived therefrom, and any and all other real or personal property of every name and nature
from time to time hereafter by delivery or by writing of any kind pledged, assigned or transferred, as and
for additional security hereunder by the Issuer or by anyone in its behalf, or with its written consent, to the
Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold
and apply the same subject to the terms of this Indenture; and (iv) the Loan Agreement (the foregoing
collectively referred to as the “Trust Estate”);
TO HAVE AND TO HOLD unto the Trustee and its successors in that trust and its and their assigns
forever;
BUT IN TRUST, NEVERTHELESS, and subject to the provisions hereof,
(a) except as provided otherwise herein, for the equal and proportionate benefit, security and
protection of all present and future Holders of the Bonds issued or to be issued under and secured by this
Indenture,
(b) for the enforcement of the payment of the principal of and interest on the Bonds, when
payable, according to the true intent and meaning thereof and of this Indenture, and
(c) to secure the performance and observance of and compliance with the covenants,
agreements, obligations, terms and conditions of this Indenture,
in each case, without preference, priority or distinction, as to lien or otherwise, of any one Bond over any
other by reason of designation, number, date of the Bonds or of authorization, issuance, sale, execution,
authentication, delivery or maturity thereof, or otherwise, so that each Bond and all Bonds shall have the
same right, lien and privilege under this Indenture and shall be secured equally and ratably hereby; provided,
however, that
(i) if the principal of the Bonds and the interest due or to become due thereon shall be
well and truly paid, at the times and in the manner to which reference is made i n the Bonds,
according to the true intent and meaning thereof, or the Outstanding Bonds shall have been paid
and discharged in accordance with Article IX hereof, and
(ii) if all of the covenants, agreements, obligations, terms and conditions of the Issuer
under this Indenture shall have been kept, performed and observed and there shall have been paid
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to the Trustee, the Registrar and the Paying Agents all sums of money due or to become due to
them in accordance with the terms and provisions hereof,
then this Indenture and the rights assigned hereby shall cease, determine and be void, except as provided in
Section 9.03 hereof with respect to the survival of certain provisions hereof; otherwise, this Indenture shall
be and remain in full force and effect.
It is declared that all Bonds issued hereunder and secured hereby are to be issued, authenticated
and delivered, and that all Issuer Revenues assigned hereby are to be dealt with and disposed of under, upon
and subject to, the terms, conditions, stipulations, covenants, agreements, obligations, trusts, uses and
purposes provided in this Indenture. The Issuer has agreed and covenanted, and agrees and covenants with
the Trustee and with each and all Holders, as follows:
(The remainder of this page is intentionally left blank.)
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. In addition to the words and terms defined elsewhere in this Indenture
or by reference to the Loan Agreement, unless the context or use clearly indicates another meaning or intent:
“Act” means Minnesota Statutes, Chapters 462C and 474A, as amended.
“Additional Payments” means the amounts required to be paid by the Borrower pursuant to the
provisions of Section 4.2 of the Loan Agreement.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the policies
of such Person, directly or indirectly, whether through the power to appoint and remove its directors, the
ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.
“Authorized Borrower Representative” means the person or persons designated to act on behalf of
the Borrower by written certificate furnished to the Issuer and the Trustee containing the specimen signature
of such person and signed on behalf of the Borrower by an officer of the General Partner which certificate
may designate an alternate or alternates.
“Authorized Denomination” means (a) so long as the Bonds are rated “A,” without regard to a
modifier (or the equivalent) or higher by a Rating Agency, $5,000 or any integral multiple of $1,000 in
excess thereof; or (b) at any other time, $100,000, or any integral multiple of $0.01 in excess thereof, except
that in each case one Bond may be in a principal amount equal to the then Outstanding principal amount of
the Bonds.
“Authorized Official” means the Mayor and City Manager of the Issuer, and any other officer of
the Issuer designated by certificate of any of the foregoing as authorized by the Issuer to perform a specified
act, sign a specified document or otherwise take action with respect to the Bonds. The Trustee may
conclusively presume that a person designated in a written certificate filed with it as an Authorized Official
is an Authorized Official until such time as such provider files with it a writ ten certificate identifying a
different person or persons to act in such capacity.
“Available Money” means, as of any date of determination, any of the following, as applicable:
(a) the proceeds of the Bonds (including any additional amount paid by the
Underwriter to the Trustee as the purchase price of the Bonds);
(b) moneys drawn on a letter of credit;
(c) moneys received by the Trustee representing proceeds of the Equity Bridge Loan;
(d) remarketing proceeds of the Bonds (including any additional amount paid by the
Remarketing Agency to the Trustee as the remarketing price of the Bonds) received from the
Remarketing Agent or any purchaser of Bonds (other than funds provided by the Borrower, the
Issuer, any Affiliate of either the Borrower or the Issuer);
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(e) any other amounts for which the Trustee has received an opinion of counsel
selected by the Issuer to the effect that the use of such amounts to make payments on the Bonds
would not violate Section 362(a) of the Bankruptcy Code (or that relief from the automatic stay
provisions of such Section 362(a) would be available from the bankruptcy court) or be avoidable
as preferential payments under Section 547 or 550 of the Bankruptcy Code should the Issuer or the
Borrower become a debtor in proceedings commenced under the Bankruptcy Code;
(f) any payments made by the Borrower and held by the Trustee for a continuous
period of one hundred twenty-three (123) days, provided that no Act of Bankruptcy has occurred
during such period;
(g) proceeds from the sale of GNMA Securities provided by the FHA Lender;
(h) amounts advanced by FHA Lender with respect to the FHA Lender Funds
deposited directly with the Trustee by the FHA Lender; and
(i) investment earnings derived from the investment of money described in the
foregoing clauses.
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect
now and in the future, or any successor statute.
“Bond” or “Bonds” means, individually or collectively as context may dictate, the Series A Bonds
and if issued, the Series B Bonds.
“Bond Counsel” means Kennedy & Graven, Chartered, and any other firm of nationally recognized
bond counsel experienced in tax-exempt bond financing selected by the Issuer and acceptable to the
Borrower.
“Bond Debt Service Charges” means, for any period or payable at any time, the principal of and
interest on the Bonds for that period or payable at that time whether due at maturity or upon redemption,
Mandatory Tender or acceleration.
“Bond Fund” means the Bond Fund created in Section 5.01 hereof.
“Bond Maturity Date” means (a) with respect to the Series A Bonds, ______ 1, 20__, and (b) with
respect to the Series B Bonds, ______ 1, 20__.
“Bond Payment Date” means each Interest Payment Date and any other date Bond Debt Service
Charges on the Bonds are due, whether at maturity, upon redemption, Mandatory Tender or acceleration or
otherwise.
“Bond Resolution” means that certain resolution authorizing the issuance of the Bonds to finance
the Project, adopted by the City Council of the Issuer on March 14, 2022.
“Bond Year” means each annual period of twelve (12) months the first of which commences on the
date of the original issuance and delivery of the Bonds and the last of which ends on the maturity of the
Bonds, except that the first and last Bond Year may be less than twelve (12) months.
“Book-Entry Form” or “Book-Entry System” means, with respect to the Bonds, a form or system,
as applicable, under which (i) physical Bond certificates in fully registered form are issued only to a
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Depository or its nominee, with the physical Bond certificates “immobilized” in the custody of the
Depository and (ii) the ownership of book-entry interests in Bonds and Bond Debt Service Charges thereon
may be transferred only through a book entry made by Persons other than the Issuer or the Trustee. The
records maintained by Persons other than the Issuer or the Trustee constitute the written record that
identifies the owners, and records the transfer, of book-entry interests in the Bonds and Bond Debt Service
Charges thereon.
“Borrower” means 42 Central Limited Partnership, a Minnesota limited partnership, and its lawful
successors and assigns to the extent permitted by the Loan Agreement.
“Borrower Documents” means, collectively, the Loan Agreement, the Note, the Regulatory
Agreement, and the Tax Certificate.
“Business Day” means a day of the week, other than a Saturday or a Sunday, on which commercial
banks located in the city in which the principal corporate trust office of the Trustee are not required or
authorized to remain closed.
“Cash Flow Projection” means a cash flow projection prepared by an independent firm of certified
public accountants, a financial advisory firm, a law firm or other independent third party qualified and
experienced in the preparation of cash flow projections for structured finance transactions similar to the
Bonds, designated by the Borrower and acceptable to the Remarketing Agent and the Rating Agency,
establishing, to the satisfaction of the Remarketing Agent and the Rating Agency, the sufficiency of (a) the
amount on deposit in the Project Fund and the Collateral Fund, (b) projected investment income to accrue
on amounts on deposit in the Project Fund and Collateral Fund during the applicable period and (c) any
additional Available Money delivered to the Trustee by or on behalf of the Borrower to pay Bond Debt
Service Charges and the Additional Payments, in each instance, when due and payable, including, but not
limited to, any cash flow projection prepared in connection with (i) the initial issuance and delivery of the
Bonds, (ii) a proposed remarketing of the Bonds, as provided in Section 4.05 hereof, or (iii) a release of
Available Moneys from the Interest Account as provided in Section 5.03 hereof.
“City” means the Issuer.
“Closing Date” means June [__], 2022.
“Code” means the Internal Revenue Code of 1986, as amended, and all applicable regulations
(whether proposed, temporary or final) under the Code and the statutory predecessor of the Code, and any
official rulings and judicial determinations under the foregoing applicable to the Bonds.
“Collateral Fund” means the Collateral Fund created pursuant to Section 5.01 hereof.
“Completion Date” means the date of substantial completion of the Project evidenced in accordance
with the requirements of Section 3.7 of the Loan Agreement.
“Construction Period” means the period between the beginning of the acquisition, construction,
improving and equipping of the Project and the Completion Date.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of June
1, 2022, between the Borrower and the Dissemination Agent.
“Contractual Obligation” means for any Person any obligation, covenant, or condition contained
in any evidence of Indebtedness or any agreement or instrument under or pursuant to which any evidence
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of Indebtedness has been issued, or any other material agreement, instrument or guaranty, to which such
Person is a party or by which such Person or any of its assets or properties are bound.
“Costs of Issuance Fund” means the Costs of Issuance Fund created pursuant to Section 5.01
hereof.
“Depository” means, with respect to the Bonds, DTC, until a successor Depository shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter, Depository shall mean
the successor Depository. Any Depository shall be a securities depository that is a clearing agency under
federal law operating and maintaining, with its participants or otherwise, a Book -Entry System to record
ownership of book-entry interests in the Bonds or Bond Debt Service Charges thereon, and to effect
transfers of book-entry interests in the Bonds.
“Disbursement Request” shall have the meaning set forth in Section 5.03(a) hereof.
[“Disbursing Agreement” means the Construction Loan Disbursement Agreement, dated the date
of the FHA Note, between the Trustee, the Borrower, the FHA Lender, __________________, and the Title
Company, as it may be amended from time to time.]
“Dissemination Agent” means U.S. Bank Trust Company, National Association, a national banking
association, and its successors and assigns.
“DTC” means The Depository Trust Company (a limited purpose trust company), New York, New
York, and its successors or assigns.
“DTC Participant” means any participant contracting with DTC under its book-entry system and
includes securities brokers and dealers, banks and trust companies and clearing corporations.
“Eligible Investments” means, subject to the provisions of Section 5.05 hereof, any of the following
investments which mature (or are redeemable without penalty) at such time or times as to enable timely
disbursements to be made from the fund in which such investment is held or allocated in accordance with
the terms of this Indenture:
(a) Direct obligations of the United States of America including obligations issued or
held in book-entry form on the books of the Department of the Treasury of the United States of
America (“Government Obligations”); or
(b) Money market funds rated at the time of purchase “Aaa-mf” by Moody’s investing
in Government Obligations, which funds are registered with the Securities and Exchange
Commission and which meet the requirements of Rule 2(a)(7) of the Investment Company Act of
1940, as amended, which may be administered by the Trustee or its affiliates. Ratings of Eligible
Investments referred to herein shall be determined at the time of purchase of such Eligible
Investments and without regard to ratings subcategories.
Eligible Investments shall not include the following: (1) any investment with a final maturity or
any agreement with a term ending later than the earliest of (i) the current Mandatory Tender Date in effect
at the time of investment; (ii) the Maturity Date; or (iii) one (1) year from the date of the investment (except
(A) obligations that provide for the optional or mandatory tender, at par, by the holder of such obligations
at any time and (B) Government Obligations irrevocably deposited with the Trustee for payment of Bonds
pursuant to Article IX); (2) any interest only or principal only stripped security; and (3) any investment
which may be prepaid or called at a price less than its purchase price prior to stated maturity.
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Money in the Rebate Fund shall be invested and reinvested by the Trustee in Eligible Investments
at the written direction of the Authorized Borrower Representative. In the absence of instructions from the
Authorized Borrower Representative, money in the Rebate Fund shall be invested in Eligible Investments
described in clause (b) of the definition of Eligible Investments. At no time shall the Borrower direct that
any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of
compliance with Section 148 of the Code.
“Equity Bridge Lender” means Bridgewater [Investment Management, Inc., a Minnesota
corporation].
“Equity Bridge Loan” means the cashflow loan in the original principal amount of $[_________]
from the Equity Bridge Lender to the Borrower.
“Event of Default” means any of the events described as an Event of Default in Section 7.01 hereof
or Section 7.1 of the Loan Agreement.
“Extension Payment” means the amount due, if any, in connection with the change or extension of
the Mandatory Tender Date pursuant to Section 4.05 hereof and (a) which shall be determined by a Cash
Flow Projection approved in writing by the Rating Agency and (b) must consist of Available Money.
“Extraordinary Services” and “Extraordinary Expenses” mean all services rendered and all
reasonable expenses properly incurred by the Trustee under this Indenture, other than Ordinary Services
and Ordinary Expenses. Extraordinary Services and Extraordinary Expenses shall specifically include
services rendered or expenses incurred by the Trustee in connection with, or in contemplation of, an Event
of Default.
“Favorable Opinion of Bond Counsel” means an opinion of Bond Counsel that the action proposed
will not, in and of itself, cause interest on the Bonds to become includable in gross income of the holders
thereof.
“FHA” means the Federal Housing Administration.
“FHA Insurance Commitment” means the commitment for insurance of advances issued by the
Federal Housing Commissioner of HUD with respect to the Project, dated [_______________], 2022, as
may be amended from time to time.
“FHA Insurance Regulations” means the FHA regulations promulgated under the National
Housing Act, as amended.
“FHA Insured Mortgage Loan” means the mortgage loan in the approximate original principal
amount of $[10,906,900] to be advanced by the FHA Lender to the Borrower and insured by FHA under
Section 221(d)(4) of the National Housing Act, as amended.
“FHA Lender” means Colliers Mortgage LLC, a Delaware limited liability company, its successors
and assigns.
“FHA Lender Funds” means funds of the FHA Lender, other than proceeds of the FHA Insured
Mortgage Loan, delivered to the Trustee pursuant to this Indenture and the Loan Agreement.
“FHA Loan Documents” means the documents related to the FHA Insured Mortgage Loan,
including the FHA Insurance Commitment, the FHA Note, the FHA Mortgage, the HUD Regulatory
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Agreement and any and all other documents, agreements, or instruments which evidence or secure the
indebtedness evidenced by the FHA Note.
“FHA Mortgage” means the first-lien priority Multifamily Mortgage, Assignment of Leases and
Rents, and Security Agreement (Minnesota), dated the date of the FHA Note, from the Borrower for the
benefit of the FHA Lender to secure the repayment of the FHA Note.
“FHA Note” means the Note (Multistate) in the approximate amount of $[_____________], dated
as of June 1, 2022, from the Borrower to the FHA Lender to evidence its indebtedness under the FHA
Insured Mortgage Loan.
“Fiscal Year” means, with respect to a Person, that period beginning on the first day of
[___________] of each year and ending on the last day of ____________ [of the same year] [of the
following year] or such other fiscal year as shall be designated by such Person as its annual accounting
period.
“Force Majeure” means any of the causes, circumstances or events described as constituting Force
Majeure in Section 7.1 of the Loan Agreement or Section 6.02(p) of this Indenture.
“GAAP” means generally accepted accounting principles applied on a consistent basis.
“General Partner” means [_________________________________, a Minnesota
_________________], its permitted successors and assigns.
“GNMA” means the Government National Mortgage Association, a corporate instrumentality of
the United States within the United States Department of Housing and Urban Development organized and
existing under the National Housing Act.
“GNMA Documents” means the GNMA Guaranty and the documents related to the GNMA
Guaranty.
“GNMA Guaranty” means the guaranty made by GNMA pursuant to the provisions of
Section 306(g) of Title III of the National Housing Act, as amended, and the regulations promulgated under
the National Housing Act.
“GNMA Mortgage-Backed Securities Guide” means the GNMA Handbook 5500.3, as it may be
amended or modified from time to time, which describes and provides instruction to the participants in the
GNMA Mortgage-Backed Securities program.
“GNMA Regulations” means the GNMA regulations promulgated under the National Housing Act.
“GNMA Security” or “GNMA Securities” means a fully modified pass through security in the form
of a CLC or a PLC issued by an approved FHA lender and guaranteed by GNMA as to timely payment of
principal of and interest on a PLC and as to timely payment of interest only until maturity and timely
payment of principal at maturity on a CLC, pursuant to Section 306(g) of the National Housing Act of 1934,
as amended, and the regulations promulgated thereunder.
“Government” means the government of the United States of America, the government of any other
nation, any political subdivision of the United States of America or any other nation (including, without
limitation, any state, territory, federal district, municipality or possession) and any department, agency or
instrumentality thereof; and “Governmental” shall mean of, by, or pertaining to any Government.
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“Government Obligations” has the meaning provided in the definition of “Eligible Investments.”
“Holder,” “Holders,” or “Holder of a Bond” means the Person in whose name a Bond is registered
on the Register.
“HUD” means the United States Department of Housing and Urban Development.
“HUD Regulatory Agreement” means the Regulatory Agreement for Multifamily Projects, dated
the date of the FHA Note, between the Borrower and HUD, related to the FHA Insured Mortgage Loan.
“Indebtedness” means for any Person (a) all indebtedness or other obligations of such Person for
borrowed money or for the deferred purchase price of property or services; (b) all indebtedness or other
obligations of any other Person for borrowed money or for the deferred purchase price of property or
services, the payment or collection of which such Person has guaranteed (except by reason of endorsement
for deposit or collection in the ordinary course of business) or in respect of which such Person is li able,
contingently or otherwise, including, without limitation, by way of agreement to purchase, to provide funds
for payment, to supply funds to or otherwise to invest in such other Person, or otherwise to assure a creditor
against loss; (c) all indebtedness or other obligations of any other Person for borrowed money or for the
deferred purchase price of property or services secured by (or for which the holder of such indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien, upon or in property (including,
without limitation, accounts and contract rights) owned by such Person, whether or not such Person has
assumed or become liable for the payment of such indebtedness or other obligations; (d) all direct or
contingent obligations of such Person in respect of letters of credit; (e) all lease obligations which have
been or should be, in accordance with GAAP, capitalized on the books of such Person as lessee; and
(f) guaranties of any of the foregoing; provided that Indebtedness does not include accounts payable and
accrued expenses incurred in the ordinary course of business.
“Indenture” means this Indenture of Trust, dated as of June 1, 2022, between the Issuer and the
Trustee, as amended or supplemented from time to time in accordance with Article VIII hereof.
“Independent,” when used with respect to a specified Person, means such Person has no specific
financial interest direct or indirect in the Borrower or any Affiliate of the Borrower and in the case of an
individual is not a director, trustee, officer, partner, member or employee of the Borrower or any Affiliate
of the Borrower and in the case of an entity, does not have a partner, director, trustee, officer, member or
employee who is a director, trustee, officer or employee of any partner or member of the Borrower or any
Affiliate of the Borrower.
“Information Services” means in accordance with then current guidelines of the Securities and
Exchange Commission, the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor entity or entities designated by
the Securities and Exchange Commission.
“Initial Deposit” means the deposit of Available Money in the amount of $[____________] which
the Borrower shall cause to be made from Underwriter’s Premium to the Interest Account of the Bond Fund
on the Closing Date.
“Initial Mandatory Tender Date” means July 1, 2024.
“Initial Remarketing Date” means the Initial Mandatory Tender Date, but only if the conditions for
remarketing the Bonds on such date as provided in Section 4.05 hereof are satisfied.
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“Initial Series A Bond Rate” means [___]%.
“Initial Series B Bond Rate” means the initial rate of the Series B Bonds (if issued) as provided to
the Trustee in writing by the Underwriter from and including the Series B Bond Issuance Date to, but not
including, the next succeeding Remarketing Date or the final Bond Maturity Date of the Series B Bonds,
as applicable.
“Interest Account” means the Interest Account within the Bond Fund created in Section 5.01 hereof.
“Interest Payment Date” means (a) each January 1 and July 1, commencing January 1, 2023; (b)
any date the Bonds are called for redemption prior to maturity; (c) each Mandatory Tender Date; (d) the
Maturity Date; and (e) the date of acceleration of the Bonds.
“Interest Period” means, initially, the period from the Closing Date to and including November 30,
2022, and thereafter, the period commencing on each succeeding Interest Payment Date and ending on the
last day of that month preceding the next Interest Payment Date.
“Interest Rate” means the Initial Interest Rate to but not including the Initial Mandatory Tender
Date, and thereafter the applicable Remarketing Rate.
“Interest Rate for Advances” means the rate of six percent (6%) per annum or the rate per annum
which is two percent (2%) plus that interest rate announced by the Trustee in its lending capacity as a bank
as its “Prime Rate” or its “Base Rate,” whichever is greater and lawfully chargeable, in whole or in part.
“Investor Limited Partner” means __________________________, a ___________________, and
its permitted successors and assigns.
“Issuer” means the City of Columbia Heights, Minnesota, a municipal corporation, home rule city,
and political subdivision of the State, and any successors and assigns.
“Issuer Revenues” means (a) the Loan Payments; (b) all other money received or to be received by
the Issuer or the Trustee in respect of repayment of the Loan, including without limitation, all money and
investments in the Bond Fund; (c) any money and investments in the Project Fund and the Collateral Fund;
and (d) all income and profit from the investment of the foregoing money. The term “Issuer Revenues”
does not include any money or investments in the Rebate Fund.
“Lien” means any mortgage, deed of trust, lien, charge, security interest or encumbrance of any
kind upon, or pledge of, any property, whether owned as of or hereafter acquired, and includes the
acquisition of, or agreement to acquire, any property subject to any conditional sale agreement or other title
retention agreement, including a lease on terms tantamount thereto or on terms otherwise substantially
equivalent to a purchase.
“Loan” means the loan by the Issuer to the Borrower of the proceeds received from the sale of the
Bonds.
“Loan Agreement” means the Loan Agreement, dated as of June 1, 2022, between the Issuer and
the Borrower and assigned by the Issuer, except for Unassigned Issuer’s Rights, to the Trustee, as amended
or supplemented from time to time.
“Loan Payment Cure Period” means a period of four (4) Business Days following any Loan
Payment Date.
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“Loan Payment Date” means the fifth Business Day preceding each Bond Payment Date.
“Loan Payments” means the amounts required to be paid by the Borrower in repayment of the Loan
pursuant to the provisions of the Note and Section 4.1 of the Loan Agreement.
“Local Time” means Central time (daylight or standard, as applicable) in Columbia Heights,
Minnesota.
“Majority of the Holders of the Bonds” means the Holders of more than fifty percent (50%) of the
principal amount of the then Outstanding Bonds.
“Mandatory Tender” means a tender of Bonds required by Section 4.03 hereof.
“Mandatory Tender Date” means the later of (a) the Initial Mandatory Tender Date; and (b) if the
Bonds Outstanding on such date or on any subsequent Mandatory Tender Date are remarketed pursuant to
Section 4.05 for a Remarketing Period that does not extend to the final maturity of the Bonds, the day after
the last day of the Remarketing Period.
“Maturity Date” means July 1, 2025.
“Maximum Interest Rate” means the interest rate equal to the lesser of (a) 8% per annum; or (b) the
maximum interest rate per annum permitted by applicable State law.
“Minimum Trustee Rating” means a long-term rating of the Trustee’s unsecured obligations with
maturities in excess of one (1) year of not less than “A” by S&P, or, if the Trustee does not have such a
rating from S&P, it must have a minimum rating of its unsecured obligations with maturities of one (1) year
or less of “A-1” from S&P.
“Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors and
assigns, or if it shall for any reason no longer perform the functions of a securities rating agency, then any
other nationally recognized rating agency designated by the Borrower and acceptable to the Remarketing
Agent.
“Note” or “Notes” means, individually or collectively as the context may dictate, the Series A Note
and if issued, the Series B Note.
“Notice Address” means:
To the Issuer: City of Columbia Heights, Minnesota
590 – 40th Avenue NE
Columbia Heights, Minnesota 55421
Attention: Community Development Director
To the Trustee: U.S. Bank Trust Company, National Association
60 Livingston Avenue, Third Floor
EP-MN-WS3C
Saint Paul, MN 55107-2292
Attention: Corporate Trust Services
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To the Borrower: 42 Central Limited Partnership
c/o Reuter Walton Development, LLC
4450 Excelsior Boulevard, Suite 400
St. Louis Park, MN 55416
Attention: General Counsel
With a copy to: Stoel Rives LLP
600 University Street, Suite 3600
Seattle, WA 98101
Attention: Joseph McCarthy, Esq.
To the Investor Limited Partner: Bridgewater [Investment Management, Inc.]
[ADDRESS]
Attention: ___________________
With a copy to: Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Attention: Angela Christy, Esq.
To the Remarketing Agent: Colliers Securities LLC
90 South Seventh Street, Suite 4300
Minneapolis, MN 55402-4108
Attention: Craig Theis
To the Rating Agency: Moody’s Investors Service, Inc.
7 World Trade Center
250 Greenwich Street, 16th Floor
New York, NY 10007
Attention: Public Finance Group – Housing Team
Email: Housing@moodys.com
or such additional or different address, notice of which is given under Section 13.03 hereof.
“Opinion of Bond Counsel” means an opinion of Bond Counsel.
“Opinion of Counsel” means an opinion from an attorney or firm of attorneys, acceptable to the
Issuer and the bondholder representative with experience in the matters to be covered in the opinion.
“Optional Redemption Date” means any date the Bonds are subject to optional redemption pursuant
to Section 4.01(a) hereof.
“Ordinary Services” and “Ordinary Expenses” mean those services normally rendered, and those
expenses normally incurred, by a trustee under instruments similar to this Indenture. Without limiting the
generality of this definition, Ordinary Services and Ordinary Expenses shall include without limitation
services provided by the Trustee in connection with the redemption of Bonds as provided in Article IV
hereof and in connection with any meetings of Holders of the Bonds as provided in Article XII hereof.
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“Outstanding Bonds,” “Bonds Outstanding” or “Outstanding,” as applied to the Bonds, means, as
of the applicable date, all Bonds which have been authenticated and delivered, or which are being delivered
by the Trustee under this Indenture, except:
(a) Bonds cancelled upon surrender, exchange or transfer, or cancelled because of
payment on or prior to that date;
(b) Bonds, or the portion thereof, for the payment or purchase for cancellation of
which sufficient money has been deposited and credited with the Trustee or the Paying Agents on
or prior to that date for that purpose (whether upon or prior to the maturity of those Bonds);
(c) Bonds, or the portion thereof, which are deemed to have been paid and discharged
or caused to have been paid and discharged pursuant to the provisions of this Indenture; and
(d) Bonds in lieu of which others have been authenticated under Section 3.06 hereof.
“Paying Agent” means the Trustee acting as such, or any other bank or trust company designated
as a Paying Agent by or in accordance with this Indenture.
“Person” or words importing persons mean firms, associations, partnerships (including without
limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, limited
liability companies, public or governmental bodies, other legal entities and natural persons.
“Plans and Specifications” means the plans and specifications describing the Project as now
prepared and as they may be changed as herein provided from time to time.
“Predecessor Bond” of any particular Bond means every previous Bond evidencing all or a portion
of the same debt as that evidenced by the particular Bond. For the purposes of this definition, any Bond
authenticated and delivered under Section 3.06 hereof in lieu of a lost, stolen or destroyed Bond shall,
except as otherwise provided in Section 3.06 hereof, be deemed to evidence the same debt as the lost, stolen
or destroyed Bond.
“Program Obligations” shall have the meaning provided in the FHA Mortgage.
“Project” means the acquisition, construction, and equipping of an approximately 62-unit
workforce multifamily rental housing development and facilities functionally related and subordinate
thereto, comprised of one four-story apartment building including one, two, and three-bedroom units, with
both surface lot and below-ground parking, and other amenities, including multiple gathering spaces and
an outdoor playground, to be owned by the Borrower on a site to be located at 800 42nd Avenue NE in
the City and known as 42nd & Central Apartments or another name selected by the Borrower.
“Project Costs” means the costs of the Project specified in Section 3.4 of the Loan Agreement.
“Project Fund” means the Project Fund created in Section 5.01 hereof.
“Project Purposes” means the operation of the Project in accordance with the Act, the Code and
the Regulatory Agreement.
“Rating Agency” means Moody’s or any other nationally recognized municipal securities rating
agency acceptable to the Holders.
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“Rating Confirmation” has the meaning provided in Section 5.05 hereof.
“Rebate Analyst” means a certified public accountant, financial analyst or attorney, or any firm of
the foregoing, or a financial institution experienced in making the arbitrage and rebate calculations required
pursuant to Section 148 of the Code and retained by the Borrower to make the computations and give the
directions required pursuant to the Tax Certificate. Initially, the Rebate Analyst will be Tiber Hudson LLC.
“Rebate Fund” means the Rebate Fund created in Section 5.01 hereof.
“Register” means the books kept and maintained by the Registrar for registration and transfer of
Bonds pursuant to Section 3.05 hereof.
“Registrar” means, initially, the Trustee, until a successor Registrar shall have become such
pursuant to applicable provisions of this Indenture; each Registrar shall be a transfer agent registered in
accordance with Section 17A(c) of the Securities Exchange Act of 1934.
“Regular Record Date” means the fifteenth day of the calendar month next preceding an Interest
Payment Date applicable to that Bond.
“Regulatory Agreement” means the Regulatory Agreement, dated as of June 1, 2022, but effective
as of the Closing Date, between the Trustee, the Issuer and the Borrower, as the same may be amended
from time to time.
“Remarketing Agent” means Colliers Securities LLC, a Delaware limited liability company or any
successor as Remarketing Agent designated in accordance with Section 6.19 hereof.
“Remarketing Agent’s Fee” means the fee of the Remarketing Agent for its remarketing services.
“Remarketing Agreement” means the Remarketing Agreement, dated as of June 1, 2022, between
the Borrower and the Remarketing Agent, as amended, supplemented or restated from time to time, or any
agreement entered into in substitution therefor.
“Remarketing Date” means the Initial Remarketing Date and, if the Bonds Outstanding on such
date or on any subsequent Remarketing Date are remarketed pursuant to Section 4.05 hereof for a
Remarketing Period that does not extend to the final maturity of the Bonds, the day after the last day of the
Remarketing Period.
“Remarketing Expenses” means the costs and expenses incurred by the Trustee and its counsel, the
Remarketing Agent and its counsel, the Issuer and its counsel, and Bond Counsel in connection with the
remarketing of the Bonds, including bond printing and registration costs, costs of funds advanced by the
Remarketing Agent, registration and filing fees, rating agency fees and other costs and expenses incurred
in connection with or properly attributable to the remarketing of Bonds as certified to the Tr ustee by the
Remarketing Agent in writing.
“Remarketing Notice Parties” means the Borrower, the Issuer, the Trustee, the Remarketing Agent,
and the Investor Limited Partner.
“Remarketing Period” means the period beginning on a Remarketing Date and ending on the last
day of the term for which Bonds are remarketed pursuant to Section 3.07 hereof or the final Maturity Date
of the Bonds, as applicable.
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“Remarketing Proceeds Account” means the Remarketing Proceeds Account of the Bond Fund
created in Section 5.01 hereof.
“Remarketing Rate” means the interest rate or rates established pursuant to Section 2.04(c) hereof
and borne by the Bonds then Outstanding from and including each Remarketing Date to, but not including,
the next succeeding Remarketing Date or the final Maturity Date of the Bonds, as applicable.
“Responsible Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be such officers, respectively, or
to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of this Indenture.
“Securities Act” means the United States Securities Act of 1933, as in effect on the Closing Date.
“Securities Depositories” means The Depository Trust Company, 711 Stewart Avenue, Garden
City, New York 11530, Fax (516) 227-4039 or 4191; Midwest Securities Trust Company, Capital Structures
– Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax (312) 663 -2343; Pacific
Securities Depository Trust Company, Pacific and Company, P.O. Box 7041, San Francisco, California
94120, Fax (415) 393-4128; Philadelphia Depository Trust Company, Reorganization Division, 1900
Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax (215) 496-5058; or, in
accordance with the then current guidelines of the Securities and Exchange Commission to such other
addresses and/or such other securities depositories or, as the Issuer may designate in a request of the Issuer
delivered to the Trustee, to no such depositories.
“Series A Bond Proceeds Fund Account” means the Series A Account of the Bond Fund created
pursuant to Section 5.01 hereof.
“Series A Note” means, with respect to the Series A Bonds, the promissory note dated the Closing
Date from the Borrower to the Issuer and assigned by the Issuer to the Trustee on the Closing Date,
evidencing the obligation of the Borrower to make Loan Payments, in substantially the form attached as
Exhibit A-1 to the Loan Agreement, together with any amendments, supplements or modifications thereto.
“Series A Bonds” means the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central
Apartments Project), Series 2022A in the aggregate principal amount of $[______________] authorized
under, secured by and issued pursuant to this Indenture.
“Series A Collateral Fund Account” means the Series A Account of the Collateral Fund created
pursuant to Section 5.01 hereof.
“Series A Negative Arbitrage Subaccount” means the Series A Subaccount of the Interest Account
created pursuant to Section 5.01 hereof.
“Series A Negative Arbitrage Deposit” means Eligible Funds in the amount of $[_________] to be
deposited on the Closing Date into the Series A Negative Arbitrage Subaccount and as otherwise set forth
in Section 5.01 hereof.
“Series Bond Proceeds Fund Account” means the Series B Account of the Bond Fund created
pursuant to Section 5.01 hereof.
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“Series B Note” means, with respect to the Series B Bonds, the promissory note dated the Closing
Date from the Borrower to the Issuer and assigned by the Issuer to the Trustee on the Closing Date,
evidencing the obligation of the Borrower to make Loan Payments, in substantially the form attached as
Exhibit A-2 to the Loan Agreement, together with any amendments, supplements or modifications thereto.
“Series B Bonds” means the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central
Apartments Project), Series 2022B in the original aggregate principal amount to be allocated to the Issuer
for the Project pursuant to Section 146 of the Code and Minnesota Statues, Chapter 474A, authorized under,
secured by and issued pursuant to this Indenture.
“Series B Collateral Fund Account” means the Series B Account of the Collateral Fund created
pursuant to Section 5.01 hereof.
“Series B Negative Arbitrage Subaccount” means the Series B Subaccount of the Negative
Arbitrage Account of the Revenue Fund created pursuant to Section 5.02 hereof.
“Series B Negative Arbitrage Deposit” means Eligible Funds in the amount of $[_________] to be
deposited on the Closing Date into the Series B Negative Arbitrage Subaccount and as otherwise set forth
in Section 5.01 hereof.
“S&P” means S&P Global Ratings.
“Special Funds” means, collectively, the Bond Fund, the Collateral Fund and the Project Fund, and
any accounts therein, all as created in this Indenture.
“Special Record Date” means, with respect to any Bond, the date established by the Trustee in
connection with the payment of overdue interest or principal on that Bond.
“State” means the State of Minnesota.
“Subordinate Bond Documents” shall have the meaning provided in Section 13.14 hereof and
Section 8.11 of the Loan Agreement.
“Supplemental Indenture” means any indenture supplemental to this Indenture entered into between
the Issuer and the Trustee in accordance with Article VIII hereof.
“Surplus Cash” shall have the meaning provided in the HUD Regulatory Agreement.
“Tax Certificate” means the Tax Certificate of the Borrower executed by the Borrower as of the
Closing Date with the endorsement of the Issuer.
“Tendered Bond” means any Bond which has been tendered for purchase pursuant to a Mandatory
Tender.
“Treasury Regulations” means the regulations promulgated under the Code.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking association,
until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter, “Trustee” shall mean the successor Trustee.
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“Unassigned Issuer’s Rights” means all of the rights of the Issuer to receive Additional Payments
under Section 4.2 of the Loan Agreement, to inspect books and records under Section 5.1 of the Loan
Agreement, to be held harmless and indemnified under Section 5.3 of the Loan Agreement, to be an insured
and to receive notice of material litigation under Section 5.5 of the Loan Agreement, to notice and limited
liability related to the Regulatory Agreement under Section 5.8 of the Loan Agreement, to pursue remedies
upon default under Section 7.2 of the Loan Agreement to the extent provided therein with respect to
Unassigned Issuer’s Rights, to be reimbursed for attorneys’ fees and expenses under Section 7.4 of the Loan
Agreement, to receive notices pursuant to Section 8.3 of the Loan Agreement, to give or withhold consent
to amendments, changes, modifications, alterations and termination of the Loan Agreement under
Section 8.6 of the Loan Agreement, to the limitation of liability under Section 8.12 of the Loan Agreement,
to payment of audit expenses under Section 8.15 of the Loan Agreement, and to enforce compliance with
the requirements under Sections 2.2 and 2.3 of the Loan Agreement.
“Undelivered Bond” means any Bond that is required under this Indenture to be delivered to the
Remarketing Agent or the Trustee for purchase on a Mandatory Tender Date but that has not been received
on the date such Bond is required to be so delivered.
“Underwriter” means Colliers Securities LLC, a Delaware limited liability company.
Section 1.02. Interpretation. Any reference herein to the Issuer, to the City Council of the
Issuer or to any member or officer of either includes entities or officials succeeding to their respective
functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their
functions.
Any reference to a section or provision of the Constitution of the State or the Act, or to a section,
provision or chapter of the Minnesota Statutes, or to any statute of the United States of America, includes
that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to
time; provided, that no amendment, modification, revision, supplement or superseding section, provision
or chapter shall be applicable solely by reason of this paragraph, if it constitutes in any way an impairment
of the rights or obligations of the Issuer, the Holders, the Trustee, the Registrar, the Paying Agent, any
Authenticating Agent or the Borrower under this Indenture, the Bond Resolution, the Bonds, the Loan
Agreement, the Note, the Regulatory Agreement or any other instrument or document entered into in
connection with any of the foregoing, including without limitation, any alteration of the obligation to pay
Bond Debt Service Charges in the amount and manner, at the times, and from the sources provided in the
Bond Resolution and this Indenture, except as permitted herein.
Unless the context indicates otherwise, words importing the singular number include the plura l
number, and vice versa. The terms “hereof,” “hereby,” “herein,” “hereto,” “hereunder,” “hereinafter” and
similar terms refer to this Indenture; and the term “hereafter” means after, and the term “heretofore” means
before, the date of this Indenture. Words of any gender include the correlative words of the other genders,
unless the sense indicates otherwise.
Section 1.03. Captions and Headings. The captions and headings in this Indenture are solely
for convenience of reference and in no way define, limit or describe the scope or intent of any, Sections,
subsections, paragraphs, subparagraphs or clauses hereof.
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ARTICLE II
AUTHORIZATION AND TERMS OF BONDS
Section 2.01. Authorized Amount of Bonds. No Bonds may be issued under the provisions of
this Indenture except in accordance with this Article. The total authorized principal amount of the Series
A Bonds which shall be issued under the provisions of this Indenture is $9,885,000 and the total authorized
principal amount of the Series B Bonds which shall be issued under the provisions of this Indenture is
$______. No additional bonds may be issued hereunder.
Section 2.02. Issuance of Bonds. It is determined to be necessary to, and the Issuer shall, issue,
sell and deliver $9,885,000 principal amount of Series A Bonds and $______ principal amount of Series B
Bonds and shall loan the proceeds thereof to the Borrower to finance the Project. The Bonds shall be
designated “Multifamily Housing Revenue Bonds (42nd & Central Apartments Project), Series 2022A”
“Multifamily Housing Revenue Bonds (42nd & Central Apartments Project), Series 2022B,” shall be
issuable only in fully registered form, substantially as set forth in EXHIBIT A -1 and EXHIBIT A-2,
respectively, attached hereto; shall be numbered R-1 and upward in order to distinguish each Bond from
any other Bond; shall be in Authorized Denominations; shall be dated the Closing Date; and shall bear
interest from the most recent date to which interest has been paid or duly provided for or, if no interest has
been paid or duly provided for, from their date of delivery.
The Bonds shall mature and shall bear interest as set forth in Section 2.04(a) hereof.
Section 2.03. Authorization of Bonds; Sale and Delivery of the Bonds. Upon the execution
and delivery hereof, the Issuer shall execute the Bonds and deliver them to the Trustee, and the Trustee
shall authenticate or cause the authentication of the Bonds and deliver them to such purchaser or purchasers
as shall be directed in writing by the Issuer, provided, that there shall be previous thereto or simultaneous
therewith filed with the Trustee the following:
(a) copies, certified by the City Clerk of the Issuer, of all resolutions adopted and proceedings
had by the Issuer authorizing the issuance and delivery of the Bonds, including the Bond Resolution;
(b) a letter of instructions of the Issuer directing the Trustee to authenticate and deliver the
Bonds against receipt of the purchase price therefor,
(c) original executed counterparts of this Indenture, the Loan Agreement, the Regulatory
Agreement and the Note;
(d) an approving opinion of Bond Counsel in form and content acceptable to the Issuer and the
Underwriter;
(e) an opinion of counsel for the Borrower in form and content acceptable to the Issuer, Bond
Counsel and the Underwriter;
(f) an executed Tax Certificate;
(g) payment to the Trustee, for the account of the Issuer, of the purchase price for the Series A
Bonds of $9,885,000;
(h) payment to the Trustee, for the account of the Issuer, of the purchase price for the Series B
Bonds of $______; and
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(i) payment to the Trustee, for the account of the Issuer, of the Initial Deposit (consisting of
Available Moneys) in the amount of $[_____________] for deposit to the Interest Account of the Bond
Fund.
Section 2.04. Maturity and Interest.
(a) General. The Bonds shall bear interest on the principal amount Outstanding from the most
recent date to which interest has been paid or duly provided for or, if no interest has been paid or provided
for, from their date of initial delivery, payable on each Interest Payment Date. The Bonds shall bear interest
for each Interest Period at the Interest Rate all as more specifically set forth hereinafter. Interest on the
Bonds shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12)
thirty (30) day months. The Bonds shall mature on the Maturity Date, subject to prior redemption as set
forth in Section 4.01 hereof and subject to Mandatory Tender for purchase as set forth in Section 4.03
hereof.
(b) Initial Interest Rate. From the date of their initial delivery to but not including the Initial
Mandatory Tender Date, the interest rate on the Bonds shall be the Initial Interest Rate. On the Initial
Mandatory Tender Date, the Bonds shall be subject to Mandatory Tender pursuant to Section 4.03 hereof.
If insufficient funds are available to pay the purchase price on the Bonds following such Mandatory Tender
on the Initial Mandatory Tender Date, the Bonds shall accrue interest at the Maximum Interest Rate until
funds are available for payment of the purchase price, with interest being paid monthly on the first Business
Day of each month.
(c) Establishment of Remarketing Rate. The Remarketing Agent shall establish the interest
rate on the Bonds Outstanding for each Remarketing Period at the Remarketing Rate in accordance with
this Section 2.04. Not less than ten (10) Business Days preceding each Remarketing Date, the Remarketing
Agent, taking into consideration prevailing market conditions, shall, using its best professional judgment,
determine the minimum rate(s) of interest borne by the Bonds then Outstanding for the Remarketing Period
specified by the Remarketing Agent at the direction of the Borrower as provided in Section 4.05 hereof.
The rate of interest determined in accordance with the previous sentence shall be the Remarketing Rate for
the specified Remarketing Period; provided that if the rate of interest so determined for such period would
exceed the Maximum Interest Rate, the Bonds Outstanding shall be remarketed for the longest Remarketing
Period for which the minimum rate of interest that would enable such Bonds to be remarketed at a price
equal to one hundred percent (100%) of the principal amount of such Bonds that would not exceed the
Maximum Interest Rate. Notwithstanding the foregoing, if the rate of interest so determined for any
Remarketing Period would exceed the Maximum Interest Rate, the Bonds Outstanding shall not be
remarketed.
(d) Notice of Remarketing Rate. The Remarketing Agent shall, upon determination of the
Remarketing Rate and Remarketing Period, immediately (and in no event later than the Business Day
following the day on which the Remarketing Agent makes its determination of the Remarketing Rate and
the Remarketing Period) give notice of its determination by telephone, telecopy, or e-mail promptly
confirmed in writing, to the Trustee, the Issuer and the Borrower. The Remarketing Rate and the
Remarketing Period shall be conclusive and binding upon the Trustee, the Issuer, the Borrower and the
Holders for the purposes of this Indenture.
Section 2.05. Special Obligations. The Bonds are special, limited obligations of the Issuer
payable solely from the Trust Estate and any other revenues, funds and assets pledged under this Indenture
and not from any other revenues, funds or assets of the Issuer. The Bonds are not general obligations, debt
or bonded indebtedness of the Issuer, the State or any political subdivision thereof (other than of the Issuer
to the limited extent set forth in this Indenture) and the Holders of the Bonds do not have the right to have
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any excises or taxes levied by the Issuer, the State or any political subdivision thereof for the payment of
the principal of and any premium and interest on the Bonds. None of the Issuer, the State nor any political
subdivision of the State will be obligated to pay the principal of and the interest on the Bonds or other costs
incident thereto except from the Issuer Revenues pledged under this Indenture.
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ARTICLE III
TERMS OF BONDS GENERALLY
Section 3.01. Form of Bonds. The Series A Bonds and the Series B Bonds, the certificate of
authentication and the form of assignment shall be in the forms thereof set forth in EXHIBIT A -1 and
EXHIBIT A-2, respectively, attached hereto.
All Bonds, unless a Supplemental Indenture shall have been executed and delivered pursuant to
Section 8.02 hereof, shall be in fully registered form, and, except as provided in Section 3.05 hereof, the
Holder of a Bond shall be regarded as the absolute owner thereof for all purposes of this Indenture.
The Bonds shall be negotiable instruments in accordance with the Act, and shall express the
purpose for which they are issued and any other statements or legends which may be required by law. Each
Bond shall be of a single maturity.
Section 3.02. Execution and Authentication of Bonds. Each Bond shall be signed on behalf
of the Issuer by the Mayor and City Manager, each in his or her official capacity (provided that the signature
may be a facsimile). In case any officer whose signature or a facsimile of whose signature shall appear on
any Bond shall cease to be that officer before the issuance of the Bond, his or her signature or the facsimile
thereof nevertheless shall be valid and sufficient for all purposes, the same as if such officer had remained
in office until that time. Any Bond may be executed on behalf of the Issuer by an officer who, on the date
of execution is the proper officer, although on the date of the Bond that person was not the proper officer.
No Bond shall be valid or become obligatory for any purpose or shall be entitled to any security or
benefit under this Indenture unless and until a certificate of authentication, substantially in the forms set
forth in EXHIBIT A-1 and EXHIBIT A-2, respectively, attached hereto, has been signed by the Trustee.
The authentication by the Trustee upon any Bond shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered hereunder and is entitled to the security and benefit
of this Indenture. The certificate of the Trustee may be executed by any person authorized by the Trustee,
but it shall not be necessary that the same authorized person sign the certificates of authentication on all of
the Bonds.
Section 3.03. Source of Payment of Bonds. To the extent provided in and except as otherwise
permitted by this Indenture, (a) the Bonds shall be special, limited obligations of the Issuer and the Bond
Debt Service Charges thereon shall be payable equally and ratably solely from the Issuer Revenues,
including but not limited to money and investments in the Special Funds; (b) the payment of Bond Debt
Service Charges on the Bonds shall be secured by the assignment of Issuer Revenues hereunder and by this
Indenture; and (c) payments due on the Bonds also shall be secured by the Note. Notwithstanding anything
to the contrary in the Bond Resolution, the Bonds or this Indenture, the Bonds do not and shall not represent
or constitute a debt or pledge of the faith and credit or the taxing power of the Issuer or of the State or of
any political subdivision, municipality or other local agency thereof.
Section 3.04. Payment and Ownership of Bonds. Bond Debt Service Charges shall be payable
in lawful money of the United States of America without deduction for the services of the Trustee or the
Paying Agent. Subject to the provisions of Section 3.09 hereof, (i) the principal of any Bond shall be
payable when due to a Holder upon presentation and surrender of such Bond at the desi gnated corporate
trust office of the Trustee or at the office, designated by the Trustee, of the Paying Agent; and (ii) interest
on any Bond shall be paid on the applicable Interest Payment Date by check or draft which the Trustee shall
cause to be mailed on that date to the Person in whose name the Bond is registered on the Register at the
close of business on the Regular Record Date applicable to that Interest Payment Date, at such Holder’s
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address appearing therein. Notwithstanding anything to the contrary herein or in any of the Borrower
Documents, the Trustee is authorized to use funds on deposit in the Special Funds, as and when provided,
to pay principal and interest on the Bonds when due. Notwithstanding the foregoing, the Bonds issued
under this Indenture are subject to the procedures of the Depository.
If and to the extent, however, that the Issuer shall fail to make payment or provision for payment
of interest on any Bond on any Interest Payment Date, that interest shall cease to be payable to the Person
who was the Holder of that Bond as of the applicable Regular Record Date. In that event, except as provided
below in this Section, when money becomes available for payment of the interest, (i) the Trustee shall,
pursuant to Section 7.06(d) hereof, establish a Special Record Date for the payment of that interest which
shall be not more than fifteen (15) nor fewer than ten (10) days prior to the date of the proposed payment,
and (ii) the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed
by first-class mail, postage prepaid, to each Holder at its address as it appears on the Register not fewer
than ten (10) days prior to the Special Record Date and, thereafter, the interest shall be payable to the
Persons who are the Holders of the Bonds at the close of business on the Special Record Date.
Subject to the foregoing, each Bond delivered under this Indenture upon transfer thereof, or in
exchange for or in replacement of any other Bond, shall carry the rights to interest accrued and unpaid, and
to accrue on that Bond, or which were carried by that Bond.
Except as provided in this Section and the first paragraph of Section 3.06 hereof, (1) the Holder of
any Bond shall be deemed and regarded as the absolute owner thereof for all purposes of this Indenture;
(2) payment of or on account of the Bond Debt Service Charges on any Bond shall be made only to or upon
the order of that Holder or its duly authorized attorney in the manner permitted by this Indenture; and
(3) none of the Issuer, the Trustee, the Registrar nor the Paying Agent shall, to the extent permitted by law,
be affected by notice to the contrary. All of those payments shall be valid and effective to satisfy and
discharge the liability upon that Bond, including without limitation the interest thereon, to the extent of the
amount or amounts so paid.
Section 3.05. Registration, Transfer and Exchange of Bonds. The Trustee shall cause the
Register to be kept for the registration of Bonds and the registration of transfers of Bonds. The registration
of any Bond may be transferred only upon an assignment duly executed by the registered holder or his or
her duly authorized representative in such form and with guaranty of signature as shall be satisfactory to
the Trustee, and upon surrender of such Bond to the Trustee for cancellation. Whenever any Bond or Bonds
shall be surrendered for registration of transfer, the Issuer shall execute and the Trustee shall authenticate
and deliver to the transferee a new Bond or Bonds of the same series and of Authorized Denomination or
Denominations and for the amount of such Bond or Bonds so surrendered.
Any Bond may be exchanged at the designated office of the Trustee, for a new Bond or Bonds of
an Authorized Denomination and for the aggregate amount of such Bond then remaining Outstanding.
In all cases in which the registration of Bonds shall be transferred or Bonds shall be exchanged
hereunder, the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid with respect to such transfer or exchange, and all such taxes, fees or charges
shall be Ordinary Expenses payable as scheduled pursuant to Section 6.03 hereof. The Trustee shall not be
required to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed.
The person in whose name any Bond shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on account of the principal of and premium and
interest on any such Bond shall be made only to or upon the order of the holder thereof, or its legal
representative, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All
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such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent
of the sum or sums to be paid.
Transfers are subject to the requirements of the Depository as long as the Bonds are held in
Book-Entry Form. Neither the Trustee nor any agent shall have any responsibility or liability for any actions
taken or not taken by the Depository.
Section 3.06. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds. If any Bond is
mutilated, lost, wrongfully taken or destroyed, in the absence of written notice to the Issuer or the Registrar
that a lost, wrongfully taken or destroyed Bond has been acquired by a bona fide purchaser, the Issuer shall
execute, and the Registrar shall authenticate and deliver, a new Bond of like date, maturity, and
denomination as the Bond mutilated, lost, wrongfully taken or destroyed; provided, that (a) in the case of
any mutilated Bond, the mutilated Bond first shall be surrendered to the Registrar; and (b) in the case of
any lost, wrongfully taken or destroyed Bond, there first shall be furnished to the Registrar evidence of the
loss, wrongful taking or destruction satisfactory to the Registrar, together with indemnity satisfactory to the
Registrar for the Trustee, the Registrar and the Issuer.
If any lost, wrongfully taken or destroyed Bond shall have matured, instead of issuing a new Bond,
the Trustee may pay that Bond without surrender thereof upon the furnishing of satisfactory evidence and
indemnity as the Registrar may require, as in the case of issuance of a new Bond. The Issuer, the Registrar
and the Trustee may charge the Holder of a mutilated, lost, wrongfully taken or destroyed Bond their
reasonable fees and expenses in connection with their actions pursuant to this Section.
Every new Bond issued pursuant to this Section by reason of any Bond being mutilated, lost,
wrongfully taken or destroyed (i) shall constitute, to the extent of the Outstanding principal amount of the
Bond lost, mutilated, taken or destroyed, an additional contractual obligation of the Issuer, regardless of
whether the mutilated, lost, wrongfully taken or destroyed Bond shall be enforceable at any time by anyone
and (ii) shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all
other Bonds issued and Outstanding hereunder.
All Bonds shall be held and owned on the express condition that the foregoing provisions of this
Section are exclusive with respect to the replacement or payment of mutilated, lost, wrongfully taken or
destroyed Bonds and, to the extent permitted by law, shall preclude any and all other rights and remedies
with respect to the replacement or payment of negotiable instruments or other investment securities without
their surrender, notwithstanding any law or statute to the contrary now existing or enacted hereafter.
Section 3.07. Cancellation of Bonds. Any Bond surrendered pursuant to this Article for the
purpose of payment or retirement or for exchange, replacement or transfer shall be cancelled upon
presentation and surrender thereof to the Registrar, the Trustee or the Paying Agent. Any Bond cancelled
by the Trustee or the Paying Agent shall be transmitted promptly to the Registrar by the Trustee or Paying
Agent.
The Issuer, or the Borrower on behalf of the Issuer, may deliver at any t ime to the Registrar for
cancellation any Bonds previously authenticated and delivered hereunder, which the Issuer or the Borrower
may have acquired in any manner whatsoever. All Bonds so delivered shall be cancelled promptly by the
Registrar. Certification of the surrender and cancellation shall be made to the Issuer and the Trustee by the
Registrar upon written request to the Registrar. Unless otherwise directed by the Issuer, cancelled Bonds
shall be retained and stored by the Registrar for a period of two (2) years after their cancellation. Those
cancelled Bonds shall be destroyed by the Registrar in accordance with the customary practices of the
Registrar at that time or at any earlier time directed by the Issuer. The costs of such storage, shreddi ng,
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incineration and certification shall constitute Ordinary Expenses payable as scheduled pursuant to Section
6.03 hereof.
Section 3.08. Special Agreement with Holders. Notwithstanding any provision of this
Indenture or of any Bond to the contrary, with the written approval of the Borrower, the Trustee may enter
into an agreement with any Holder providing for making all payments to that Holder of principal of and
interest on that Bond or any part thereof (other than any payment of the entire unpaid principal amount
thereof) at a place and in a manner other than as provided in this Indenture and in the Bond, without
presentation or surrender of the Bond, upon any conditions which shall be satisfactory to the Trustee and
the Borrower; provided, that payment in any event shall be made to the Person in whose name a Bond shall
be registered on the Register, with respect to payment of principal, on the date such principal is due, and,
with respect to the payment of interest, as of the applicable Regular Record Date or Special Record Date,
as the case may be.
The Trustee will furnish a copy of each of those agreements, certified to be correct by an officer of
the Trustee, to the Registrar, the Issuer and the Borrower. Any payment of principal or interest pursuant to
such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Indenture.
Notwithstanding the foregoing, the Bonds issued under this Indenture are subject to the procedures
of the Depository.
Section 3.09. Book-Entry Only System. Notwithstanding any provision of this Indenture to the
contrary, all Bonds issued hereunder shall be initially issued in a Book-Entry System, registered in the name
of a Depository or its nominee as registered owner of the Bonds, and held in the custody of that Depository.
Unless otherwise requested by a Depository, a single certificate will be issued and delivered to the
Depository for each maturity of Bonds. Beneficial owners of Bonds in a Book -Entry System will not
receive physical delivery of Bond certificates except as provided hereinafter. For so long as a Depository
shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial
ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or
otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate;
provided; that, if a Depository fails or refuses to act as securities depository for the Bonds, the Trustee shall
take the actions necessary to provide for the issuance of Bond certificates to the Holders of such Bonds.
With respect to Bonds registered in the name of a Depository, the Issuer, the Borrower and the
Trustee shall have no responsibility or obligation to any participant therein or to any Person on whose behalf
any participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, none
of the Issuer, the Borrower or the Trustee shall have any responsibility or obligation with respect to (i) the
accuracy of the records of the Depository or any participant therein or any other Person, other than a
registered owner of the Bonds, as shown on the registration books, or (ii) any notice with respect to the
Bonds or (iii) the payment to any participant in the Depository or any other Person, other than a registered
owner of the Bonds, as shown in the registration books, of any amount with respect to principal of or interest
on or purchase price of the Bonds.
Replacement Bonds may be issued directly to beneficial owners of Bonds other than a Depository,
or its nominee, but only in the event that (a) the Depository determines not to continue to act as securities
depository for the Bonds (which determination shall become effective no less than ninety (90) days after
written notice to such effect to the Issuer and the Trustee); or (b) the Trustee has advised a Depository of
its determination (which determination is conclusive as to the Depository and beneficial owners of the
Bonds) that the Depository is incapable of discharging its duties as securities depository for the Bonds; or
(c) the Trustee has determined (which determination is conclusive as to the Depository and the beneficial
owners of the Bonds) that the interests of the beneficial owners of the Bonds might be adversely affected if
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such book-entry only system of transfer is continued. Upon occurrence of any of the foregoing events, the
Borrower shall use commercially reasonable efforts to attempt to locate another qualified securities
depository. If the Borrower fails to locate another qualified securities depository to replace the Depository,
the Borrower, at the Borrower’s expense, shall cause to be authenticated and delivered replacement Bonds,
in certificate form, to the beneficial owners of the Bonds. In the event that the Trustee makes the
determination noted in subsection (b) or (c) above (provided that the Trustee undertakes no obligation to
make any investigation to determine the occurrence of any events that would permit the Trustee to make
any such determination), and has made provisions to notify the beneficial owners of Bonds of such
determination by mailing an appropriate notice to the Depository, it and the Borrower shall cause to be
issued replacement Bonds in certificate form to beneficial owners of the Bonds as shown on the records of
the Depository provided to the Trustee.
Upon the written consent of one hundred percent (100%) of the beneficial owners of the Bonds,
the Trustee shall withdraw the Bonds from any Depository and authenticate and deliver Bonds fully
registered to the assignees of that Depository or its nominee. If the request for withdrawal is not the result
of any action or inaction by the Issuer, Trustee, or Borrower, such withdrawal, authentication and delivery
shall be at the cost and expense (including costs of printing, preparing and delivering such Bonds) of the
persons requesting such withdrawal, authentication and delivery; otherwise such withdrawal, authentication
and delivery shall be at the cost and expense of the Borrower.
Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book
entry at a Depository, (i) the requirements in this Indenture of holding, delivering or transferring Bonds
shall be deemed modified to require the appropriate Person or entity to meet the requirements of the
Depository as to registering or transferring the book entry to produce the same effect; and (ii) delivery of
the Bonds will be in accordance with arrangements among the Issuer, the Trustee and the Depository
notwithstanding any provision of this Indenture to the contrary.
The Trustee and the Issuer shall enter into any letter of representation with a Depository to
implement the Book-Entry System of bond registration described above.
Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions
taken or not taken by DTC.
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ARTICLE IV
REDEMPTION, MANDATORY TENDER AND REMARKETING OF BONDS
Section 4.01. Redemption of Bonds. The Bonds are subject to redemption prior to maturity as
provided in this Section.
(a) Optional Redemption. The Bonds are subject to optional redemption, in whole but not in
part, at a price equal to the principal amount thereof plus accrued interest to the date fixed for redemption,
on any Business Day on and after the later to occur of (i) the Optional Redemption Date; or (ii) the date the
Borrower has provided written notice to the Trustee that the Proj ect has been placed in service under
Section 42 of the Code, in the event the Borrower prepays the Note and amounts are paid from the proceeds
of refunding bonds or otherwise from Available Money upon the written direction of the Borrower delivered
to the Issuer and the Trustee. Notwithstanding the foregoing, the Bonds shall not be subject to optional
redemption unless there shall be in place at the time the Trustee gives the notice of redemption pursuant to
Section 4.02 hereof arrangements enabling the Trustee to liquidate, if needed, on or prior to the date of
redemption the Eligible Investments on deposit in the Special Funds, without need for further investment,
for an aggregate amount of money sufficient to pay the redemption price of the Bonds on the date fixed for
redemption.
(b) Mandatory Redemption. The Bonds are subject to mandatory redemption in whole at a
redemption price of one hundred percent (100%) of the Outstanding principal amount thereof, plus accrued
interest to the Redemption Date, on any Mandatory Tender Date upon the occurrence of any of the following
events: (i) the Borrower has previously elected not to cause the remarketing of the Bonds; (ii) the conditions
to remarketing set forth in this Indenture have not been met by the dates and times set forth in Section
4.05(b) or (d) hereof; or (iii) the proceeds of a remarketing on deposit in the Remarketing Proceeds Account
at 11:00 a.m. Local Time on the Mandatory Tender Date are insufficient to pay the purchase price of the
Outstanding Bonds on such Mandatory Tender Date. Bonds subject to redemption in accordance with this
paragraph shall be redeemed from (1) amounts on deposit in the Collateral Fund; (2) amounts on deposit in
the Interest Account of the Bond Fund; (3) amounts on deposit in the Project Fund; and (4) any other
Available Money available or made available for such purpose at the direction of the Borrower.
For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to
the portion of the principal of such Bond that has been or is to be redeemed, provided, however, that Bonds
shall be redeemed in part only in such amounts that the Bonds remaining Outstanding after a redemption
shall in all events be in Authorized Denominations.
On each redemption date the Trustee shall transfer to the Registrar, but only from and to the extent
of funds held by the Trustee hereunder available for such purpose, an amount sufficient to pay the
redemption price of all Bonds or portions thereof to be redeemed on such redemption date.
Section 4.02. Notice of Redemption.
(a) Not less than thirty (30) days prior to the redemption date, the Trustee shall give w ritten
notice of redemption to the Holders (with a copy to the Borrower, the Investor Limited Partner, and the
Remarketing Agent) by first class mail, postage prepaid, at their respective addresses appearing on the
Register. The notice shall state:
(1) the redemption date;
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(2) the redemption price;
(3) if less than all Outstanding Bonds are to be redeemed, the identification by
designation, letters, numbers or other distinguishing marks (and, in the case of partial redemption,
the respective principal amounts) of the Bonds to be redeemed;
(4) that on the redemption date the redemption price of each such Bond will become
due and payable to the extent of funds on deposit with the Trustee for that purpose, and that interest
on the principal amount of each such Bond to be redeemed shall cease to accrue on such date;
(5) the place where such Bonds are to be surrendered for payment of the redemption
price, which place of payment shall be the office of the Trustee designated in such notice; and
(6) such additional information as the Issuer shall deem appropriate.
(b) In addition to the foregoing notice, further notice shall be given by the Trustee as set out
below, but no defect in such further notice nor any failure to give all or any portion of such further notice
shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above
prescribed. Each further notice of redemption given hereunder shall contain the information required above
for an official notice of redemption and in addition (i) the complete official title, including series
designation, delivery date, interest rate and maturity date of each Bond being redeemed; (ii) the certificate
and CUSIP number of each such Bond, and, in the case of a partial redemption, the amount of the principal
represented by each such certificate that is being redeemed; (iii) the date of mailing of official notice of
redemption; and (iv) any other descriptive information needed to identify accurately the Bonds being
redeemed. Further notices of redemption shall be sent by first-class mail.
(c) Further notices of redemption shall be sent by first-class mail or overnight delivery service
to any Holder owning, on the date such notice is sent, Bonds in the aggregate principal amount of
$1,000,000 or more.
(d) If the Bonds are not then being held under a book-entry system, each further notice of
redemption shall be sent at least thirty (30) days before the redemption date by first-class mail or overnight
delivery service to the Securities Depositories and to the Information Services. This further notice of
redemption sent to the Securities Depositories pursuant to the preceding sentence shall be sent at such time
as shall insure that such notice is received at least two (2) Business Days before official notice of such
redemption is received.
(e) In the event the Bonds are called for redemption under circumstances resulting in discharge
of this Indenture under Section 9.02 hereof more than ninety (90) days before the redemption date,
additional official and further notice of redemption satisfying the requirements of this Section shall be given
not less than thirty (30) nor more than sixty (60) days prior to such redemption date.
(f) Failure to give any official or further notice or any defect therein shall not affect the validity
of the proceedings for redemption of any Bond with respect to which no such failure or defect has occurred
or exists.
Any notice of the redemption of Bonds may state that such notice is conditional and that if the
conditions for redemption of such Bonds on the scheduled redemption date are not satisfied (including the
availability of funds sufficient to redeem such Bonds), such Bonds will not be redeemed on such date and
any Bonds tendered for payment on such date will be returned to the Holders thereof.
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Notwithstanding the foregoing, as long as the Bonds are in book-entry form notice of redemption
will be given in accordance with the requirements of DTC.
Notice of redemption having been given as aforesaid, except as provided below, the principal
amount of the Bonds so to be redeemed shall become due and payable on the redemption date at the
redemption price specified, and on and after such date (unless the Issuer shall default in the payment of the
redemption price) such principal amount of the Bonds shall cease to bear interest. Upon surrender of any
such Bond for redemption in accordance with such notice, such Bond shall be paid at the redemption price
thereof to the extent that money is on deposit with the Registrar for that purpose. Neither the failure of a
Holder to receive such notice nor any defect in any notice shall affect the sufficiency of the proceedings for
such redemption. If any Bond called for redemption shall not be so paid on the redemption date upon
proper surrender of the Bond for redemption, the redemption price and, to the extent lawful, interest thereon
shall, until paid, bear interest from the redemption date at the rate borne by the Bond immediately before
the redemption date.
If any Bond is to be redeemed only in part, it shall be surrendered to the Registrar (with, due
endorsement by, or a written instrument of transfer in form satisfactory to the Registrar duly executed by,
the Holder thereof or its attorney duly authorized in writing) and the appropriate officers of the Issuer shall
execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge,
a new Bond or Bonds of the same interest rate and of any Authorized Denomination or Authorized
Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for
the unredeemed portion of the principal of the Bond surrendered.
Section 4.03. Mandatory Tender.
(a) Mandatory Tender for Purchase. All Outstanding Bonds shall be subject to mandatory
tender by the Holders for purchase in whole and not in part on each Mandatory Tender Date. The purchase
price for each such Bond shall be payable in lawful money of the United States of America by check or
draft, shall equal one hundred percent (100%) of the principal amount to be purchased and accrued interest,
if any, to the Mandatory Tender Date, and shall be paid in full on the applicable Mandatory Tender Date.
(b) Mandatory Tender Dates. The Mandatory Tender Dates shall consist of (i) the Initial
Mandatory Tender Date; and (ii) any subsequent dates for mandatory tender of the Bonds established by
the Borrower with the consent of the Remarketing Agent in connection with a remarketing of the Bonds
pursuant to Section 4.05 hereof.
(c) Holding of Tendered Bonds. While tendered Bonds are in the custody of the Trustee
pending purchase pursuant hereto, the tendering Holders thereof shall be deemed the owners thereof for all
purposes, and interest accruing on tendered Bonds through the day preceding the applicable Mandatory
Tender Date is to be paid as if such Bonds had not been tendered for purchase.
(d) Effect of Prior Redemption. Notwithstanding anything herein to the contrary, any Bond
tendered under this Section 4.03 will not be purchased if such Bond matures or is redeemed on or prior to
the applicable Mandatory Tender Date.
(e) Purchase of Tendered Bonds. The Trustee shall utilize the following sources of payments
to pay the tender price of the Bonds not later than 2:30 p.m. Local Time on the Mandatory Tender Date in
the following priority: (i) amounts representing proceeds of remarketed Bonds deposited in the
Remarketing Proceeds Account, to pay the principal amount, plus accrued interest, of Bonds tendered for
purchase; (ii) amounts on deposit in the Collateral Fund, to pay the principal amount of Bonds tendered for
purchase; (iii) amounts on deposit in the Interest Account of the Bond Fund to pay the accrued interest, if
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any, on Bonds tendered for purchase; (iv) amounts on deposit in the Project Fund to pay the accrued interest,
if any, on the Bonds tendered for purchase; and (v) any other Available Money available or made available
for such purpose at the written direction of the Borrower.
(f) Undelivered Bonds. Bonds shall be deemed to have been tendered for purposes of this
Section 4.03 whether or not the Holders shall have delivered such Undelivered Bonds to the Trustee, and
subject to the right of the Holders of such Undelivered Bonds to receive the purchase price of such Bonds
and interest accrued thereon to the Mandatory Tender Date, such Undelivered Bonds shall be null and void.
If such Undelivered Bonds are to be remarketed, the Trustee shall authenticate and deliver new Bonds in
replacement thereof pursuant to the remarketing of such Undelivered Bonds.
Section 4.04. Mandatory Tender Notice.
(a) Notice to Holders. Not less than thirty (30) days preceding a Mandatory Tender Date, the
Trustee shall give written notice of mandatory tender to the Holders of the Bonds then Outstanding (with a
copy to the Borrower, the Investor Limited Partner, and the Remarketing Agent) as set forth in EXHIBIT
B attached hereto by e-mail or first-class mail, postage prepaid, at their respective addresses appearing on
the Register stating:
(i) the Mandatory Tender Date and that (1) all Outstanding Bonds are subject to
mandatory tender for purchase on the Mandatory Tender Date; (2) all Outstanding Bonds must be
tendered for purchase no later than 12:00 Noon Local Time on the Mandatory Tender Date; and (3)
Holders will not have the right to elect to retain their Bonds;
(ii) the address of the designated office of the Trustee at which Holders should deliver
their Bonds for purchase and the date of the required delivery;
(iii) that all Outstanding Bonds will be purchased on the Mandatory Tender Date at a
price equal to the principal amount of the Outstanding Bonds plus interest accrued to the Mandatory
Tender Date; and
(iv) any Bonds not tendered will nevertheless be deemed to have been tendered and
will cease to bear interest from and after the Mandatory Tender Date.
(b) Second Notice. If the Bonds are not in the Book-Entry System and in the event that any
Bond required to be delivered to the Trustee for payment of the purchase price of such Bond shall not have
been delivered to the Trustee on or before the thirtieth day following a Mandatory Tender Date, the Trustee
shall e-mail or mail a second notice to the Holder of the Bond at its address as shown on the Register setting
forth the requirements set forth in this Indenture for delivery of the Bond to the Trustee and stating that
delivery of the Bond to the Trustee (or compliance with the provisions of this Indenture concerning payment
of lost, stolen or destroyed Bonds) must be accomplished as a condition to payment of the purchase price
or redemption price applicable to the Bond.
(c) Failure to Give Notice. Neither failure to give or receive any notice described in this
Section 4.04, nor the lack of timeliness of such notice or any defect in any not ice (or in its content) shall
affect the validity or sufficiency of any action required or provided for in this Section 4.04.
Section 4.05. Remarketing of Bonds.
(a) Notice of Mandatory Tender. No later than 11:00 a.m. Local Time on the thirty-fifth day
prior to each Mandatory Tender Date, the Trustee shall give notice to the Borrower, the Investor Limited
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Partner and the Remarketing Agent by telephone or telecopy, confirmed on the same day in writing, which
states the aggregate principal amount of Bonds which are to be tendered or deemed to be tendered pursuant
to Section 4.03 hereof.
(b) Preliminary Conditions to Remarketing. No later than 11:00 a.m. Local Time on the
fifteenth day prior to the Mandatory Tender Date then in effect, the Borrower may give notice to the
Remarketing Notice Parties by telephone or telecopy, confirmed on the same day in writing, that it elects
to cause the Bonds to be remarketed. A remarketing of the Bonds shall be permitted only if the following
conditions are satisfied no later than the time the foregoing election notice is given:
(i) Notice by the Borrower to the Remarketing Agent of the Remarketing Period
pursuant to Section 3.10 of the Loan Agreement;
(ii) Delivery to the Trustee and the Remarketing Agent of a preliminary Cash Flow
Projection with respect to the proposed Remarketing Period; and
(iii) The Issuer and the Borrower shall each have notified the Trustee in writing that it
has approved as to form and substance any disclosure document or offering materials which, in the
Opinion of Counsel to the Remarketing Agent, is necessary to be used in connection with the
remarketing of the Outstanding Bonds.
(c) Remarketing. Not less than ten (10) days before each Remarketing Date, the Remarketing
Agent shall offer for sale and use its best efforts to sell the Bonds Outstanding on the Remarketing Date at
a price equal to one hundred percent (100%) of the principal amount of such Bonds plus, if such
Remarketing Date is a date other than an Interest Payment Date, accrued interest on such Bonds from the
preceding Interest Payment Date to which interest has been paid. Not less than four (4) Business Days
before each Remarketing Date, the Remarketing Agent shall give notice, by telephone or telecopy, promptly
confirmed in writing, to the Remarketing Notice Parties specifying the principal amount of Bonds, if any,
it has remarketed (including Bonds to be purchased by the Remarketing Agent on the Remarketing Date
for its own account), the Remarketing Rate(s) and the Remarketing Period applicable to the Bonds.
The Remarketing Agent shall have the right to remarket any Bond tendered pursuant to
Section 4.03 hereof; provided, however, that no such Bond shall be remarketed at a price less than one
hundred percent (100%) of the principal amount thereof plus accrued interest (if any) without the prior
written consent of the Borrower; and provided, further, that the purchase price of any Bond paid to the
tendering Holder allocable to such discount shall be paid with Available Money made available by the
Borrower therefor and on deposit with the Trustee prior to the remarketing of such Bonds. The Remarketing
Agent shall have the right to purchase any Bond tendered or deemed tendered pursuant to Section 4.03
hereof at one hundred percent (100%) of the principal amount thereof, and to thereafter sell such Bond.
Any such purchase shall constitute a remarketing hereunder.
The Remarketing Agent shall not remarket any Bond to the Issuer, the Borrower, any guarantor of
the Bonds or any person which is an “insider” of the Issuer, Borrower, or any such guarantor within the
meaning of the Bankruptcy Code.
(d) Final Conditions to Remarketing. If, not less than four (4) Business Days preceding the
Remarketing Date:
(i) the Remarketing Agent shall have notified the Trustee in writing of the
remarketing of the Outstanding Bonds and that the proceeds from the remarketing (including
proceeds of remarketing of Outstanding Bonds to be purchased by the Remarketing Agent on the
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Remarketing Date for its own account) or other funds equal to the amount needed to purchase the
remarketed Bonds on the Remarketing Date are expected to be available to the Trustee on the
Remarketing Date for deposit into the Remarketing Proceeds Account;
(ii) the Trustee shall have received written confirmation that the Rating Agency shall
have received and approved a Cash Flow Projection based on the interest rate(s) to be in effect with
respect to the Outstanding Bonds on and after the Remarketing Date;
(iii) there shall be on deposit with the Trustee, from Available Money provided by the
Borrower, an amount sufficient to pay the Extension Payment set forth in the Cash Flow Projection
for deposit to the Interest Payment Account of the Bond Fund with respect to the payment of Bond
Service Charges during the new Remarketing Period;
(iv) there shall either (A) be on deposit with the Trustee, from Available Money
provided by the Borrower an amount sufficient to pay the estimated Remarketing Expenses as
certified in writing to the Trustee by the Borrower for deposit in the Costs of Issuance Fund; or
(B) the Remarketing Agent shall have certified in writing to the Trustee that provision for the
payment of the estimated Remarketing Expenses shall have been made to the satisfaction of the
Remarketing Agent; and
(v) the Trustee shall have received written notice from the Remarketing Agent that the
Remarketing Agent has received a Rating Confirmation from the Rating Agency;
then the Trustee shall promptly give notice, by telephone or telecopy, which notice shall be immediately
confirmed in writing, to the Remarketing Agent, the Borrower and Investor Limited Partner that (1) all
conditions precedent to the remarketing of the Outstanding Bonds have been satisfied; and (2) the sale and
settlement of the Outstanding Bonds is expected to occur on the Remarketing Date. Following the Trustee’s
notice, the Outstanding Bonds shall be sold to the purchasers identified by the Remarketing Agent for
delivery and settlement on the Remarketing Date, and the Trustee shall apply the funds in the Remarketing
Proceeds Account of the Bond Fund on the Remarketing Date to payment of the purchase price of the
Outstanding Bonds.
(e) Failure to Satisfy Final Conditions. If, not less than four (4) Business Days preceding a
Remarketing Date, any condition set forth in subsection (d) above has not been satisfied, then, unless the
Outstanding Bonds are otherwise purchased on the Remarketing Date the Remarketing Agent shall not sell
any of the Outstanding Bonds on the Remarketing Date.
(f) Remarketing Proceeds. No later than 11:00 a.m. Local Time on each Remarketing Date,
the Remarketing Agent shall pay to the Trustee, in immediately available funds, the proceeds theretofore
received by the Remarketing Agent from the remarketing of Bonds tendered for purchase on such
Remarketing Date; provided, that the Remarketing Agent may use its best efforts to cause the purchasers
of the remarketed Bonds to pay the purchase price plus accrued interest (if any) to the Trustee in
immediately available funds. The proceeds from the remarketing of the Bonds shall be segregated from
any funds of the Borrower and the Issuer and shall in no case be considered to be or be assets of the
Borrower or the Issuer. Funds representing remarketing proceeds received by the Remarketing Agent after
11:00 a.m. Local Time on each Remarketing Date shall be paid to the Trustee as soon as practicable upon
such receipt.
(g) Delivery of Purchased Bonds. On or before the Business Day next preceding each
Remarketing Date, the Remarketing Agent, by telephonic advice, shall notify the Trustee of (i) the principal
amount of Bonds to be sold by the Remarketing Agent pursuant to this Section 4.05 and the purchase price,
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and, unless the Bonds are then in the Book Entry System, the names, addresses and social security numbers
or other tax identification numbers of the proposed purchasers thereof; and (ii) the principal amount of
Bonds tendered for purchase on such Remarketing Date which will not be sold by the Remarketing Agent
pursuant to this Section 4.05. Such telephonic advice shall be confirmed by written notice delivered or
electronically communicated at the same time as the telephonic advice.
Bonds purchased by the Trustee on a Mandatory Tender Date that have been remarketed shall be
delivered to the purchasers thereof as directed by the Remarketing Agent. Bonds delivered as provided in
this Section shall be registered in the manner directed in writing by the recipient thereof.
Section 4.06. Cancellation of Bonds. The Trustee shall immediately cancel Bonds if the tender
price of the Bonds is paid from amounts other than proceeds derived from the remarketing of the Bonds.
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ARTICLE V
PROVISIONS AS TO FUNDS,
PAYMENTS, PROJECT AND AGREEMENT
Section 5.01. Creation of Funds; Allocation of Bond Proceeds.
(a) The funds and accounts described in this Section, designated as indicated are created by
this Section 5.01. Each fund is to be maintained in the custody of the Trustee as a separate account. The
funds and accounts are:
(1) the Bond Fund designated “Bond Fund,” and therein, the “Interest Account,” the
“Series A Account,” the “Series B Account,” and the “Remarketing Proceeds Account”;
(2) the Project Fund designated “Project Fund”;
(3) the Collateral Fund designated “Collateral Fund”;
(4) the Costs of Issuance Fund designated “Costs of Issuance Fund”; and
(5) the Rebate Fund designated “Rebate Fund.”
(b) The proceeds of the sale of the Bonds (including without limitation, premium, if any, and
interest accrued thereon) in the amount of $9,885,000 shall be deposited with the Trustee on the Closing
Date for deposit to the Project Fund. In addition, the Trustee shall cause the Initial Deposit (consisting of
Available Moneys) to be deposited in the Interest Account of the Bond Fund.
Section 5.02. Application of Loan Payments. So long as there are any Outstanding Bonds, any
payments made by the Borrower pursuant to the Note and the Loan Agreement shall be paid on each Loan
Payment Date directly to the Trustee and deposited into the Bond Fund, to be used to pay the interest and
principal (if any) on the Bonds on the next succeeding Interest Payment Date; provided that so long as there
are amounts available therefor, for purposes of paying interest on the Loan when due the Trustee shall debit
the Interest Account in the amount of interest due on the Bonds on each Interest Payment Date and transfer
the same to the Bond Fund to pay interest due on the Bonds on each Interest Payment Date; and provided
further that so long as there are amounts available therefor, for purposes of making principal payments on
the Loan when due the Trustee shall debit the Collateral Fund and transfer the same to the Bond Fund to
pay the principal of the Bonds on the date set for redemption of the Bonds or payment of the Bonds on the
Maturity Date.
Section 5.03. Disbursements from the Project Fund.
(a) Requisitions. Subject to the provisions of this subsection (a) and subsection (b) below, the
Trustee shall make disbursements from the Project Fund to pay Project Costs only upon the receipt of a
written request of the Borrower in accordance with [the Disbursing Agreement,] the Loan Agreement and
this Indenture substantially in the form attached as Exhibit F to the Loan Agreement (a “Disbursement
Request”).
(b) Project Fund. When the Trustee receives a Disbursement Request for a disbursement from
the Project Fund in accordance with the provisions of subsection (a) above and Sections 3.4 and 3.5 of the
Loan Agreement [and the Disbursing Agreement,] subject to the following paragraph, the Trustee shall
confirm that Available Money equal to or greater than the sum of (i) the amount set forth in the
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Disbursement Request and (ii) all prior disbursements made, is on deposit in the Collateral Fund. Upon
confirmation of the items above, the Trustee shall thereafter disburse the funds from the Project Fund to
pay Project Costs in the requested amount pursuant to the Disbursement Request directly to (a) the FHA
Lender, or at the direction of the FHA Lender as provided in Section 3.5(d) of the Loan Agreement, to the
extent the corresponding deposit of Available Money to the Collateral Fund was made by or at the direction
of the FHA Lender (as confirmed in the Disbursement Request); or (b) the Borrower (or any other party
designated in the Disbursement Request), to the extent the corresponding deposit of Available Money to
the Collateral Fund was made by or at the direction of the Borrower or such other party. Any interest
earnings on the Project Fund shall be credited to the Interest Account of the Bond Fund.
To the extent money on deposit in the Project Fund is invested in Eligible Investments, the Trustee
is authorized to make the following allocations and exchanges, which allocations and exchanges shall occur
prior to the disbursement of amounts on deposit in the Project Fund to pay Project Costs: (i) allocate all or
a portion of the Eligible Investments in the Project Fund, in the amount specified in the Disbursement
Request, to the Collateral Fund; and (ii) transfer a like amount from the Collateral Fund to the Project Fund.
There shall be deposited in the Collateral Fund Available Money in such amounts as may be
necessary to allow the Trustee to disburse funds from the Project Fund, pursuant to this Section 5.03, upon
the Trustee’s receipt of a Disbursement Request from the Borrower to pay Project Costs.
For purposes of complying with the requirements of this Section, the Trustee may conclusively rely
and shall be protected in acting or refraining from acting upon the form of Disbursement Request, which
may be submitted by email (PDF) or facsimile. All payments made from the Project Fund shall be presumed
by the Trustee to be made for the purposes certified in said written requests, and the Trustee shall not be
required to see to the application of any payments made from the Project Fund or to inquire into the purposes
for which withdrawals are being made from the Project Fund. The Trustee shall not be bound to make an
investigation into the facts or matters stated in any form of Disbursement Request. The Trustee shall not
be responsible for determining whether the funds on hand in the Project Fund are sufficient to complete the
Project. The Trustee shall not be responsible to collect lien waivers. The Trustee shall have no
responsibility whatsoever to disburse or transfer funds absent written instructions from the Borrower. The
Trustee shall not be liable or accountable for the use or application by the Borrower of any of the Bonds or
the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with
the provisions of this section.
Notwithstanding anything in this Indenture or in the Loan Agreement to the contrary, the Trustee
may disburse funds from the Project Fund on the Closing Date pursuant to a closing memorandum signed
by the Borrower and dated the Closing Date.
(c) Records. The Trustee shall cause to be kept and maintained adequate records pertaining to
the Project Fund and all disbursements therefrom as herein provided. If requested by the Issuer or the
Borrower, or the Investor Limited Partner, the Trustee shall file copies of the records pertaining to the
Project Fund and disbursements therefrom with the Issuer and the Borrower and the Investor Limited
Partner.
The proceeds of the Bonds shall be used exclusively to pay costs that (i) are (A) capital expenditures
(as defined in Section 1.150-1(a) of the Treasury Regulations) and (B) not made for the acquisition of
existing property, to the extent prohibited in Section 147(d) of the Code; and (ii) are made exclusively with
respect to a “qualified residential rental project” within the meaning of Section 142(d) of the Code so that
the Project and the land on which it is located will have been financed fifty percent (50%) or more by the
proceeds of the Bonds for the purpose of complying with Section 42(h)(4)(B) of the Code; provided,
however, the foregoing representation, covenant and warranty is made for the benefit of the Borrower and
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its partners or member and neither the Trustee nor the Issuer shall have any obligation to enforce this
covenant nor shall they incur any liability to any person, including without limitation, the Borrower, the
partners or members of the Borrower, any other affiliate of the Borrower or the holders of the Bonds for
any failure to meet the intent expressed in the foregoing representation, covenant and warranty; and
provided further, that failure to comply with this representation, covenant and warranty shall not constitute
a default or Event of Default under this Indenture.
Upon the occurrence and continuance of an Event of Default hereunder because of which the
principal amount of the Bonds has been declared to be due and immediately payable pursuant to
Section 7.03 hereof, any money remaining in the Project Fund shall be promptly transferred by the Trustee
to the Bond Fund.
Section 5.04. Bond Fund. There shall be deposited in the Bond Fund (a) the amounts set forth
in Section 5.01 hereof, if any; (b) interest earnings on the Project Fund and the Collateral Fund; and
(c) amounts set forth under this Section 5.04.
The Bond Fund (and the Interest Account and Remarketing Proceeds Account therein) and the
money and Eligible Investments therein shall be used solely and exclusively for the payment of Bond Debt
Service Charges as they become due and at stated maturity, or upon redemption, mandatory tender, or
acceleration, all as provided herein and in the Loan Agreement. Any Extension Payment received by the
Trustee in connection with an extension of the Mandatory Tender Date pursuant to Section 4.05 hereof
shall be deposited in the Interest Account of the Bond Fund.
The Trustee shall transmit to the Paying Agent, as appropriate, from money on deposit in the Bond
Fund, amounts sufficient to make timely payments of Bond Debt Service Charges on the Bonds. The Issuer
authorizes and directs the Trustee to cause withdrawal of money from the Bond Fund which is available for
the purpose of paying, and is sufficient to pay, Bond Debt Service Charges on the Bonds as they become
due and payable, for the purposes of paying or transferring money to the Paying Agent which is necessary
to pay such Bond Debt Service Charges. Amounts credited to or on deposit in the Interest Account shall
be transferred to the Bond Fund on each Loan Payment Date in order to provide for the payment of Bond
Debt Service Charges on the next succeeding Bond Payment Date. To the extent available, the Trustee
shall transfer money on deposit in the Remarketing Proceeds Account to the Bond Fund on the Mandatory
Tender Date for the purpose of paying the purchase price of the Bonds.
In the event that amounts on deposit in the Bond Fund on any Loan Payment Date are insufficient
to make the payment of Bond Debt Service Charges due on the next succeeding Bond Payment Date, the
Trustee shall transfer funds in the following order to the Bond Fund and use such funds, together with
amounts then on deposit in the Bond Fund, to pay the Bond Debt Service Charges due on the next
succeeding Bond Payment Date:
(1) first, from amounts on deposit in the Interest Account or the Remarketing Proceeds
Account of the Bond Fund, as applicable;
(2) second, from amounts on deposit in the Collateral Fund; and
(3) third, from amounts on deposit in the Project Fund.
Upon receipt by the Trustee of (i) a Rating Confirmation provided by the Rating Agency and (ii) a
Cash Flow Projection provided on behalf of the Borrower, the Trustee is hereby authorized to release from
the Interest Account the amount set forth in the Cash Flow Projection at the written direction of the
Borrower.
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Section 5.05. Investment of Special Funds.
(a) On the Closing Date, money on deposit in the Project Fund will be held by the Trustee
uninvested until disbursed to the Borrower on the Closing Date in accordance with an approved
Disbursement Request.
(b) Any amounts deposited in the Special Funds (including amounts, if any, remaining on
deposit in the Project Fund after the Closing Date) shall be invested at all times in Eligible Investments as
directed in writing by the Borrower except for de minimis periods of time necessary to effectuate
disbursement of funds (which shall not exceed three hundred sixty-five (365) days) pursuant to an interest
payment, disbursement from the Project Fund or redemption of the Bonds, unless a confirmation from the
Rating Agency (a “Rating Confirmation”) is obtained by the Borrower stating, in effect, that investing the
amounts on deposit in the Special Funds other than in Eligible Investments will not result in a withdrawal,
suspension, or downgrade of the rating then in effect on the Bonds.
(c) The Trustee is directed to purchase, on the Closing Date, a portfolio of Government
Obligations in amounts and maturing on such dates as will provide sufficient money to pay principal of,
premium, if any, and interest on the Bonds when due or the purchase price of the Bonds on the Mandatory
Tender Date, in accordance with a Cash Flow Projection prepared in connection with the initial issuance
and delivery of the Bonds, with respect to amounts on deposit in the Interest Account of the Bond Fund,
the Collateral Fund, and the Project Fund. Except in connection with a redemption pursuant to Section 4.01
hereof, the Trustee shall not sell or otherwise dispose of the Eligible Investments unless the Trustee has
received written directions from the Borrower, a Cash Flow Projection, and a Rating Confirmation stating,
in effect, that such proposed change in the investments under this Indenture will not result in a withdrawal,
suspension, or downgrade of the rating then in effect on the Bonds. Notwithstanding anything herein to the
contrary, earnings received by the Trustee with respect to Government Obligations purchased for the
purpose of paying Bond Debt Service Charges shall be held uninvested.
(d) After the Initial Mandatory Tender Date, the Trustee shall invest any moneys held as part
of the Special Fund in obligations specified in clause (b) of the definition of Eligible Investments or in an
Eligible Investment as directed in writing by the Borrower. In the absence of written directions of Borrower
as provided in this subsection (d), the Trustee shall be required to invest such funds in the [Federated
Government Obligations Fund (CUSIP# __________)], which is an investment described in clause (b) of
the definition of Eligible Investments herein.
(e) Any investment hereunder shall not bear a yield which is in excess of the yield on the
Bonds; provided that the Trustee has no duty to monitor the yield on any directed investment or any
obligation to limit the yield on any investment the Borrower directs the Trustee to make. Investments
permitted under this section may be purchased from the Trustee or from any of its affiliates. The Trustee
shall have no liability whatsoever for any loss, fee, tax or other charge incurred in connection with any
investment, reinvestment, sale or liquidation of an investment hereunder. The Tru stee shall be entitled to
rely on any written direction of the Borrower as to the suitability and legality of the directed investments
and such written direction shall be deemed to be a certification that such directed investments constitute
Eligible Investments. Ratings of Eligible Investments shall be determined at the time of initial purchase of
such Eligible Investments and without regard to ratings subcategories and the Trustee shall have no
responsibility to monitor the ratings of Eligible Investments including at the time of reinvestment of
earnings thereof. The Trustee shall have no responsibility whatsoever to determine whether any
investments made pursuant to this Indenture are or continue to be Eligible Investments. Any deposit or
investment directed by the Borrower shall constitute a certification by the Borrower to the Trustee that the
assets so deposited or to be purchased pursuant to such directions are Eligible Investments. In no event
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shall the Trustee be deemed an investment manager or adviser in respect of any selection of investments
hereunder.
(f) As long as no Event of Default shall have occurred and be continuing, the Borrower shall
have the right to designate the investments to be sold and to otherwise direct the Trustee in the sa le or
purchase of the investments or the conversion to cash of the investments made with the money in the
Collateral Fund provided that the Trustee shall be entitled to conclusively assume the absence of any such
Event of Default unless a Responsible Officer has notice thereof; if there has been an Event of Default, the
Trustee shall have said right. In the absence of such directions from the Borrower, the Trustee shall invest
the proceeds of maturing investments in the Collateral Fund in Eligible Investments having a maturity date
not longer than the earlier of thirty (30) days from the date of purchase or the Maturity Date, as applicable;
provided that if applicable, the Trustee shall invest in United States Treasury Obligations -State and Local
Government Series (“SLGS”) that are “Time Deposit” SLGS (and not in “Demand Deposit” SLGS).
(g) The investments described in this Section 5.05 shall be made by the Trustee pursuant to
the written direction provided hereby and in accordance with the written direction of the Borrower to be
provided on the Closing Date, which shall remain in effect unless and until further written direction is
provided by the Borrower.
(h) Amounts, if any, on deposit in the Costs of Issuance Fund shall be invested at the direction
of the Borrower in Eligible Investments until disbursed or returned to the Borrower pursuant to the
provisions described under Section 5.13 hereof.
Section 5.06. Money to Be Held in Trust. Except where money has been deposited with or
paid to the Trustee pursuant to an instrument restricting their application to particular Bonds, all money
required or permitted to be deposited with or paid to the Trustee or the Paying Agent under any provision
of this Indenture or the Note, and any investments thereof, shall be held by the Trustee or the Paying Agent
in trust. Except for money held by the Trustee pursuant to Section 5.09 hereof, all money described in the
preceding sentence held by the Trustee or the Paying Agent shall be subject to the lien hereof while so h eld.
Section 5.07. Nonpresentment of Bonds. In the event that any Bond shall not be presented for
payment when the principal thereof becomes due, or a check or draft for interest is uncashed, if money
sufficient to pay the principal then due of that Bond or of such check or draft shall have been made available
to the Trustee for the benefit of its Holder, all liability of the Issuer to that Holder for such payment of the
principal then due of the Bond or of such check or draft thereupon shall cease and be discharged completely.
Thereupon, it shall be the duty of the Trustee to hold such money, without liability for interest thereon, in
a separate account in the Bond Fund for the exclusive benefit of the Holder, who shall be restricted
thereafter exclusively to such money for any claim of whatever nature on its part under this Indenture or
on, or with respect to, the principal then due of that Bond or of such check or draft. The Trustee shall notify
the Borrower in writing of any Bond that has not been presented for payment when the principal thereof
becomes due.
Any of such money which shall be so held by the Trustee, and which remains unclaimed by the
Holder of a Bond not presented for payment or check or draft not cashed for a period of two (2) years after
the due date thereof, shall be paid to the Borrower free of any trust or lien, upon a request of the Borrower
in writing executed by an Authorized Borrower Representative. Thereafter, the Holder of that Bond shall
look only to the Borrower for payment and then only to the amounts so received by the Borrower without
any interest thereon, and the Trustee shall not have any responsibility with respect to such money.
Section 5.08. Repayment to the Borrower from the Bond Fund. Except as provided in
Section 5.09 hereof, any amounts remaining in the Bond Fund (a) after all of the Outstanding Bonds shall
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be deemed paid and discharged under the provisions of this Indenture, and (b) after payment of all fees,
charges and expenses of the Trustee, the Registrar, the Paying Agents and the Issuer, and of all other
amounts required to be paid under this Indenture, the Loan Agreement, the Regulatory Agreement and the
Note, shall be paid to the Borrower to the extent that those amounts are in excess of those necessar y to
effect the payment and discharge of the Outstanding Bonds.
Section 5.09. Rebate Fund. Any provision hereof to the contrary notwithstanding, amounts
credited to the Rebate Fund shall be free and clear of any lien hereunder.
The Trustee shall furnish to the Borrower all information reasonably requested by the Borrower or
its Rebate Analyst with respect to the Bonds and investments of the funds and accounts maintained by the
Trustee hereunder. The Trustee shall make deposits to and disbursements from the Rebate Fund (including
rebate payments to the United States required to be made as directed by the Tax Certificate), as well as
investments of the amounts therein, in accordance with the written directions received from the Borrower
and the Investor Limited Partner pursuant to the Tax Certificate.
All amounts on deposit at any time in the Rebate Fund shall be held by the Trustee in trust to the
extent required to pay rebatable arbitrage to the United States of America. If required by Bond Counsel,
the Rebate Analyst will calculate the rebate amount as provided in the Tax Certificate within sixty (60)
days after the end of each bond year during which any Bonds remaining Outstanding (or any other date
specified by the Rebate Analyst), and within sixty (60) days after the date of redemption of the last maturity
constituting a portion of the Bonds, the Rebate Analyst shall calculate the rebate amount for the immediately
preceding bond year. A copy of each rebate amount calculation shall be provided to the Trustee. The
Trustee may conclusively rely upon the calculation made by the Rebate Analyst and shall not be liable or
responsible therefor. All amounts in the Rebate Fund shall be used and withdrawn by the Trustee at the
written instruction of the Rebate Analyst or the Borrower as required above solely for the purposes set forth
in this Section. The Trustee shall withdraw money from the Rebate Fund and remit all required rebate
installments and a final rebate payment to the United States. Neither the Trustee nor the Issuer shall have
any obligation to pay any amounts required to be rebated pursuant to this Section and the Tax Certificate,
other than from money held in the Rebate Fund as provided in this Indenture or from other moneys provided
to it by the Issuer.
The Trustee shall not be responsible for any determination or calculation concerning arbitrage
rebate with respect to the Bonds, or for determining whether the yield on any investments made in
accordance with this Indenture would cause, or whether any other facts exist which would cause, any of the
Bonds to become arbitrage bonds under Section 148 of the Code.
Section 5.10. Valuation. For the purpose of determining the amount on deposit to the credit of
any fund or account, the value of obligations in which money in such fund or account shall have been
invested shall be computed at the then market value thereof.
The Eligible Investments shall be valued by the Trustee at any time requested by the Borrower on
reasonable notice to the Trustee (which period of notice may be waived or reduced by the Trustee);
provided, however, that the Trustee shall not be required to value the Eligible Investments more than once
in any calendar month.
The Borrower acknowledges that values shall be determined in accordance with the price provided
by pricing services and sources relied upon by the Trustee, and the Trustee does not have any duty to
independently value any asset or an obligation other than the price provided by pricing services and sources
relied upon by the Trustee.
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Section 5.11. Completion of the Project. The completion of the Project and payment of all
costs and expenses incident thereto shall be evidenced by the filing with the Trustee of the Completion
Certificate required by Section 3.7 of the Loan Agreement. As soon as practicable after the filing with the
Trustee of the Completion Certificate, any balance remaining in the Project Fund (other than the amounts
retained by the Trustee as described in the Completion Certificate) shall be deposited or a pplied in
accordance with the written direction of the Borrower executed by an Authorized Borrower Representative
pursuant to Section 3.4 of the Loan Agreement.
Section 5.12. Collateral Fund. There shall be deposited in the Collateral Fund Available
Money in such amounts as may be necessary to allow the Trustee to transfer funds from the Project Fund,
pursuant to Section 5.03 hereof, upon the Trustee’s receipt of a Disbursement Request from the Borrower.
Money in the Collateral Fund shall be invested as directed in writing by the Borrower in Eligible
Investments.
The Collateral Fund shall only be used and applied for, and irrevocably committed to, the payment
of (a) the Bond Debt Service Charges on the Bonds which are due and payable on any Interest Paymen t
Date, Maturity Date, Mandatory Tender Date with respect to Bonds that are not remarketed, or on any date
the Bonds are called for redemption prior to maturity; (b) the Bond Debt Service Charges on the Bonds as
and when due at any other Bond Payment Date; and (c) the purchase price of the Bonds on the Mandatory
Tender Date, to the extent amounts on deposit in the Remarketing Proceeds Account and the Interest
Account of the Bond Fund are insufficient therefor. Any interest earnings on the Collateral Fund shall be
credited to the Interest Account of the Bond Fund.
Section 5.13. Costs of Issuance Fund. The Trustee shall use money on deposit to the credit of
the Costs of Issuance Fund to pay the costs of issuance of the Bonds on the Closing Date or as soon as
practicable thereafter in accordance with written instructions to be given to the Trustee by the Borrower, as
set forth in a certificate of the Borrower delivered to the Trustee on the Closing Date or as otherwise directed
by the Borrower, upon delivery to the Trustee of appropriate invoices for such expenses. Amounts on
deposit in the Costs of Issuance Fund shall also be used by the Trustee to pay the Remarketing Expenses,
as directed in writing by the Borrower on the Remarketing Date. Investment earnin gs on amounts on
deposit in the Costs of Issuance Fund shall be retained in such fund. Amounts remaining on deposit in the
Costs of Issuance Fund sixty (60) days after the Closing Date, other than amounts deposited pursuant to
Section 4.05(d)(iv) hereof, shall be deposited to the Bond Fund. Amounts deposited in the Costs of Issuance
Fund pursuant to Section 4.05(d)(iv) hereof and remaining on deposit therein thirty (30) days after the
Remarketing Date shall be deposited to the Bond Fund. Upon such final disbursement, the Trustee shall
close the Costs of Issuance Fund.
Section 5.14. Allocation and Reallocation of Government Obligations Deposited to the
Collateral Fund and the Project Fund. On the Closing Date, the Trustee shall allocate ownership of the
Government Obligations acquired pursuant to Section 5.05 hereof and deposited for the benefit of the
Project Fund and the Collateral Fund as follows: the Trustee shall allocate to the Collateral Fund a
percentage of such Government Obligations equal to the amount of Available Money presented to the
Trustee for deposit to the Collateral Fund on the Closing Date divided by the aggregate Outstanding
principal amount of the Bonds and multiplied by one hundred (100) (the “Initial Collateral Fund
Percentage”) and the remainder (i.e., one hundred percent (100%) minus the Initial Collateral Fund
Percentage, referred to as the “Initial Project Fund Percentage”) shall be allocated to the Project Fund. On
each subsequent month when additional Available Money is presented to the Trustee for deposit to the
Collateral Fund (the “Subsequent Allocation Date”), the dollar amount of such Available Money shall be
added to all prior Available Money so deposited, and the percentage of such Government Obligations
allocated to the Collateral Fund shall be adjusted to that percentage equal to the aggregate Available Money
so deposited through such date divided by the aggregate Outstanding principal amount of the Bonds and
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multiplied by one hundred (100) (the “Collateral Fund Percent age”) and the remainder (i.e., one hundred
percent (100%) minus the Collateral Fund Percentage, referred to as the “Project Fund Percentage”) shall
be allocated to the Project Fund. On each Subsequent Allocation Date, the Trustee shall be deemed to have
liquidated that portion of the Government Obligations allocated to the Project Fund and purchased
equivalent Government Obligations to be allocated to the Collateral Fund.
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ARTICLE VI
THE TRUSTEE, REGISTRAR, PAYING AGENTS
AND AUTHENTICATING AGENTS
Section 6.01. Trustee’s Acceptance and Responsibilities. The Trustee accepts the trusts
imposed upon it by this Indenture, and agrees to observe and perform those trusts, but only upon and subject
to the terms and conditions set forth in this Article, to all of which the parties hereto and the Holders agree.
(a) Prior to the occurrence of a default or an Event of Default (as defined in Section 7.01
hereof) of which the Responsible Officer has been notified, as provided in 6.02(f) hereof, or of which by
that paragraph the Trustee is deemed to have notice, and after the cure or waiver of all defaults or Events
of Default which may have occurred,
(i) the Trustee undertakes to perform only those duties and obligations which are set
forth specifically in this Indenture, permissive rights hereunder shall not be construed as duties,
and no duties or obligations shall be implied to the Trustee;
(ii) in the absence of bad faith, willful misconduct, or gross negligence on its part, the
Trustee may rely conclusively, as to the truth of the statements and the correctness of the opinions
expressed therein, and shall be protected in acting upon any resolution, order, notice, request,
consent, waiver, statement, affidavit, requisition, bond, certificates or opinions or other documents
furnished to the Trustee and conforming to the requirements of this Indenture.
(b) In case a default or an Event of Default has occurred and is continuing hereunder (of which
the Responsible Officer has been notified, or is deemed to have notice), the T rustee shall exercise those
rights and powers vested in it by this Indenture and shall use the same degree of care and skill in their
exercise, as a prudent person would ordinarily exercise or use under the circumstances in the conduct of
such person’s own affairs. The Trustee shall not be liable for any action taken or omitted by it in the
performance of its duties hereunder except for its own gross negligence or willful misconduct.
(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to affect the limitation of the Trustee’s duties
and obligations provided in subsection (a)(i) above or the Trustee’s right to rely on the truth of
statements and the correctness of opinions as provided in subsection (a)(ii) above;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by any
one of its officers, unless it shall be established that the Trustee was grossly negligent in
ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Majority of the Holders of the
Bonds relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture; and
(iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers if it shall have reasonable grou nds for believing that
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repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
(v) In no event shall the Trustee be liable for incidental, special, indirect, consequential
or punitive damages or penalties (including but not limited to lost profits), even if the Trustee has
been advised of the likelihood of such damages or penalty regardless of the form of action.
(d) Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.01.
Section 6.02. Certain Rights and Obligations of the Trustee. Except as otherwise provided
in Section 6.01 hereof:
(a) The Trustee (i) may execute any of the trusts or powers hereof and perform any of its duties
by or through attorneys, agents, receivers or employees (but shall be answerable therefor only in accordance
with the standard specified above); (ii) shall be entitled to the advice of counsel concerning all matters of
trusts hereof and duties hereunder; (iii) may pay reasonable compensation in all cases to all of those
attorneys, agents, receivers and employees reasonably employed by it in connection with the trusts hereof
(at its own expense or, if such attorneys, agents and receivers are reasonably employed by the Trustee to
perform Extraordinary Services, at the expense of the Borrower as provided in Section 6.03 hereof); and
(iv) may enforce, in its name or in the name of the Issuer, all rights of the Issuer for and on behalf of the
Holders, except for Unassigned Issuer’s Rights, and may enforce all covenants, agreements and obligations
of the Borrower under and pursuant to the Loan Agreement, regardless of whether the Issuer is in default
in the pursuit or enforcement of those rights, covenants, agreements or obligations. The Trustee may act
upon the opinion or advice of any attorney (who may be the attorney or attorneys for the Issuer or the
Borrower). The Trustee shall not be responsible for any loss or damage resulting from any action taken or
omitted to be taken in good faith in reliance upon that opinion or advice.
(b) The Trustee shall not be responsible for:
(i) any recital in this Indenture;
(ii) any of the contents of the offering documents with respect to the Bonds (with the
exception of any information provided by or on behalf of the Trustee);
(iii) the validity, priority, recording, re-recording, filing or re-filing of this Indenture or
any Supplemental Indenture or the Regulatory Agreement;
(iv) any instrument or document of further assurance or collateral assignment;
(v) insurance of the Project or collection of insurance money;
(vi) the validity of the execution by the Issuer of this Indenture, any Supplemental
Indenture or instruments or documents of further assurance;
(vii) the sufficiency of the security for the Bonds issued hereunder or intended to be
secured hereby;
(viii) the value of or title to the Project; or
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(ix) the maintenance of the security hereof;
except that, in the event that the Trustee enters into possession of a part or all of the Project pursuant
to any provision of the Regulatory Agreement or any other instrument or document collateral
thereto, the Trustee shall use due diligence in preserving that property. The Trustee shall not be
bound to ascertain or inquire as to the observance or performance of any covenants, agreements or
obligations on the part of the Issuer or the Borrower under the Loan Agreement except as set forth
hereinafter; but the Trustee may require of the Issuer or the Borrower full information and advice
as to the observance or performance of those covenants, agreements and obligations. Except as
otherwise provided in Section 7.04 hereof, the Trustee shall have no obligation to observe or
perform any of the duties of the Issuer under the Loan Agreement.
(c) The Trustee shall not be accountable for the application by the Borrower or any other
Person of the proceeds of any Bonds authenticated or delivered hereunder.
(d) The Trustee shall be protected, in the absence of bad faith on its part, in acting upon any
notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably
believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons.
Any action taken by the Trustee pursuant to this Indenture upon the request, authority or consent of any
Person who is the Holder of any Bonds at the time of making the request or giving the authority or consent,
shall be conclusive and binding upon all future Holders of the same Bond and of Bonds issued in exchange
therefor or in place thereof.
(e) As to the existence or nonexistence of any fact for which the Issuer or the Borrower may
be responsible or as to the sufficiency or validity of any instrument, document, report, paper or proceeding,
the Trustee, in the absence of bad faith on its part, shall be entitled to rely upon a certificate signed on behalf
of the Issuer or Borrower, as appropriate, by an authorized officer or representative thereof as sufficient
evidence of the facts recited therein. Prior to the occurrence of a default or Event of Default hereunder of
which the Responsible Officer has been notified, as provided in subsection (f) below, or of which by that
paragraph the Responsible Officer is deemed to have notice, the Trustee may accept a similar certificate to
the effect that any particular dealing, transaction or action is necessary or expedient; provided, that the
Trustee may require and obtain any further evidence which it deems to be necessary or advisable; and,
provided further, that the Trustee shall not be bound to secure any such further evidence.
(f) The Trustee shall not be required to take notice, and shall not be deemed to have notice, of
any default or Event of Default hereunder, except Events of Default described in Section 7.01(a), (b) and
(d) hereof (but only with respect to Section 7.1(a) of the Loan Agreement), unless the Responsible Officer
shall be notified specifically of the default or Event of Default in a written instrument or document delivered
to it by the Issuer or by the Holders of at least ten percent (10%) of the aggregate principal amount of Bonds
then Outstanding. In the absence of delivery of a notice satisfying those requirements, the Trustee may
assume conclusively that there is no default or Event of Default, except as noted above.
(g) The Trustee shall not be required to give any bond or surety with respect to the execution
of these trusts and powers or otherwise in respect of the premises.
(h) Notwithstanding anything contained elsewhere in this Indenture, the Trustee may demand
any showings, certificates, reports, opinions, appraisals and other information, and any corporate action and
evidence thereof, in addition to that required by the terms hereof, as a condition to the authentication of any
Bonds or the taking of any action whatsoever within the purview of this Indenture, if the Trustee deems it
to be desirable for the purpose of establishing the right of any Person to the taking of any other action by
the Trustee; provided, that the Trustee shall not be required to make that demand.
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(i) Before taking action hereunder pursuant to Section 6.04 or Article VII hereof (with the
exception of any action required to be taken under Section 7.02 hereof), the Trustee may require that a
satisfactory indemnity bond be furnished to it for the reimbursement of all expenses which it may incur and
to protect it against all liability by reason of any action so taken, except liability which is adjudicated to
have resulted from its gross negligence or willful misconduct. The Trustee may take action without that
indemnity, and in that case, the Borrower shall reimburse the Trustee for all of the Trustee’s expenses
pursuant to Section 6.03 hereof.
(j) Unless otherwise provided herein, all money received by the Trustee under this Indenture
shall be held in trust for the purposes for which such money was received, until such money is used, applied
or invested as provided herein; provided, that such money need not be segregated from other money, except
to the extent required by this Indenture or by law. Absent written direction provided to the Trustee pursuant
to Section 5.05 hereof, the Trustee shall not be responsible or liable for keeping money held by it hereunder
invested in any particular investment, and the Trustee shall not have any liability for interest on any money
received hereunder, except to the extent expressly provided herein.
(k) Any resolution by the City Council of the Issuer, and any opinions, certificates and other
instruments and documents for which provision is made in this Indenture, may be accepted by the Trustee,
in the absence of bad faith on its part, as conclusive evidence of the facts and conclusions stated therein and
shall be full warrant, protection and authority to the Trustee for its actions taken hereunder.
(l) The Trustee shall be entitled to file proofs of claim in bankruptcy at the direction of the
Holders of at least twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding. Trustee
fees and expenses are intended to constitute administrative expenses in bankruptcy.
(m) The duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Indenture. No implied covenants or obligations shall be
read into this Indenture against the Trustee. Notwithstanding any provision herein, the Trustee shall have
no duty or obligation to the Borrower except as may be expressly set forth in this Indenture.
(n) In acting or omitting to act pursuant to this Indenture, the Loan Agreement or the
Regulatory Agreement, the Trustee shall be entitled to all of the rights, immunities and indemnities
accorded to it under this Indenture and the Loan Agreement, including but not limited to this Article V.
(o) Notwithstanding the effective date of this Indenture or anything to the contrary in this
Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Indenture
which occurs prior to the date the Trustee formally executes this Indenture and commences acting as Trustee
hereunder (which shall be a date not later than the Closing Date).
(p) The Trustee shall not be responsible or liable for any failure or delay in the performance of
its obligations under this Indenture arising or caused, directly or indirectly by circums tances beyond its
reasonable control including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other
storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions;
loss or malfunctions of utilities, communications services; failures; computer viruses or failures; power
failures; accidents; labor disputes; acts of civil or military authority or governmental action; it being
understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as reasonably practicable under any such
circumstances.
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(q) Notwithstanding anything contained herein to the contrary, upon the occurrence and
continuance of an Event of Default, before taking any action which may subject the Trustee to liability
under any environmental law, statute, regulation or similar requirement relating to the environment, the
Trustee may require that a satisfactory indemnity bond, indemnity or environmental impairment insurance
be furnished for the payment or reimbursement of all costs and expenses to which it may be put (including
reasonable attorney’s fees, costs and expenses) and to protect it against all liability resul ting from any
claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability) and costs and
expenses which may result from such foreclosure or other action (including reasonable attorneys’ fees,
costs and expenses).
(r) The Trustee may consult with counsel and the written advise of such counsel or any Option
of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon.
Section 6.03. Fees, Charges and Expenses of Trustee, Registrar, Paying Agents and
Authenticating Agents. The Trustee, Registrar, Paying Agents and Authenticating Agents shall be entitled
to payment or reimbursement by the Borrower, as provided in the Loan Agreement, for customary fees for
their respective Ordinary Services rendered hereunder and for all advances, counsel fees and other Ordinary
Expenses reasonably and necessarily paid or incurred by them in connection with the provision of Ordinary
Services. For purposes hereof, fees for Ordinary Services provided for by their respective standard fee
schedule shall be considered customary. Notwithstanding anything in this Indenture or the other FHA Loan
Documents to the contrary, fees of the Trustee, Registrar, Paying Agents and Authenticating Agents for
Ordinary Services and any fees for services of the Dissemination Agent under the Continuing Disclosure
Agreement shall be paid directly by the Borrower to the Trustee as provided in Section 4.2(c) of the Loan
Agreement. In the event that it should become necessary for any of them to perform Extraordinary Services,
they shall be entitled to customary extra compensation therefor and to reimbursement for reasonable and
necessary Extraordinary Expenses incurred in connection therewith. Unless and until such time as the
Trustee resigns or is replaced, and a successor Trustee is appointed pursuant to Section 6.09 hereunder, the
Trustee shall continue to perform its duties hereunder notwithstanding the Borrower’s failure to timely pay
such fees. The right of the Trustee to receive payment and the Borrower’s obligation to make payment shall
survive the termination of this Indenture or the resignation or removal of the Trustee.
Without creating a default or an Event of Default hereunder, however, the Borrower may contest
in good faith the necessity for any Extraordinary Service and Extraordinary Expense and the amount of any
fee, charge or expense except Ordinary Expenses.
The Trustee, Registrar, Paying Agents and Authenticating Agents shall not be entitled to
compensation or reimbursement for Extraordinary Services or Extraordinary Expenses occasioned by their
gross negligence or willful misconduct. The customary fees for their respective Ordinary Services and
charges of the foregoing shall be entitled to payment and reimbursement only from (i) the Additional
Payments made by the Borrower pursuant to the Loan Agreement; or (ii) from other money available
therefor. Any amounts payable to the Trustee, the Registrar, the Paying Agents or the Authenticating
Agents pursuant to this Section 6.03 shall be payable upon receipt of a detailed invoice from the Trustee,
Registrar, Paying Agents or Authenticating Agents, as applicable, and shall bear interest beginning thirty
(30) days following the provision of the respective invoice to the Borrower at the Interest Rate for
Advances.
Section 6.04. Intervention by Trustee. The Trustee may intervene on behalf of the Holders,
and shall intervene if requested to do so in writing by the Holders of at least twenty-five percent (25%) of
the aggregate principal amount of Bonds then Outstanding, in any judicial proceeding to which the Issuer
or the Borrower is a party and which in the opinion of the Trustee and its counsel has a substantial bearing
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on the interests of Holders of the Bonds. The rights and obligations of the Trustee under this Section are
subject to the approval of that intervention by a court of competent jurisdiction. The Trustee shall be
entitled to and may require that a satisfactory indemnity bond be provided to it in accordance with Sections
6.01 and 6.02 hereof before it takes action hereunder.
Section 6.05. Successor Trustee. Anything herein to the contrary notwithstanding,
(a) any corporation or association (i) into which the Trustee may be converted or merged,
(ii) with which the Trustee or any successor to it may be consolidated, or (iii) to which it may sell or transfer
its corporate trust assets and corporate trust business as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, merger, consolidation, sale or transfer, ipso
facto, shall be and become successor Trustee hereunder and shall be vested with all of the title to the whole
property or Trust Estate hereunder; and
(b) that corporation or association shall be vested further, as was its predecessor, with each
and every trust, property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause
of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by, vested in or conveyed to the Trustee, without the execution or filing of any instrument or document or
any further act on the part of any of the parties hereto.
Any successor Trustee, however, (i) shall be a trust company or a bank having the powers of a trust
company; (ii) shall be in good standing within the State; (iii) shall be duly authorized to exercise trust
powers within the State; (iv) shall have a reported capital, surplus and retained earnings of not less than
$100,000,000; and (v) shall have at least a Minimum Trustee Rating.
Section 6.06. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall
be no violation of any law of any jurisdiction (including without limitation, the laws of the State) denying
or restricting the right of banks or trust companies to transact business as trustees in that jurisdiction. It is
recognized that, (a) if there is litigation under this Indenture or other instruments or documents relating to
the Bonds and the Project, and in particular, in case of the enforcement hereof or thereof upon a default or
an Event of Default, or (b) if the Trustee should deem that, by reason of any present or future law of any
jurisdiction, it may not (i) exercise any of the powers, rights or remedies granted herein to the Trustee, (ii)
hold title to the properties, in trust, as granted herein, or (iii) take any action which may be desirable or
necessary in connection therewith, it may be necessary that the Trustee appoint an individual or additional
institution as a co-Trustee. The following provisions of this Section are adapted to these ends.
In the event that the Trustee appoints an individual or additional institution as a co-Trustee, each
and every trust, property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause
of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by, vested in or conveyed to the Trustee shall be exercisable by, vest in and be conveyed to that co-Trustee,
but only to the extent necessary for it to be so vested and conveyed and to enable that co-Trustee to exercise
it. Every covenant, agreement and obligation necessary to the exercise thereof by that co-Trustee shall run
to and be enforceable by it.
Should any instrument or document in writing from the Issuer reasonably be required by the
co-Trustee so appointed by the Trustee for vesting and conveying more fully and certainly in and to that
co-Trustee those trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges,
claims, demands, causes of action, immunities, estates, titles, interests and liens, that instrument or
document shall be executed, acknowledged and delivered, but not prepared, by the Issuer. In case any
co-Trustee or a successor to it shall die, become incapable of acting, resign or be removed, all of the trusts,
properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
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action, immunities, estates, titles, interests and liens of the co-Trustee shall be exercised by, vest in and be
conveyed to the Trustee, to the extent permitted by law, until the appointment of a successor to the
co-Trustee.
The total compensation of the Trustee and any co-Trustee or separate trustee shall be as, and may
not exceed the amounts, provided in Section 6.03 hereof.
Section 6.07. Resignation by the Trustee. The Trustee may resign at any time from the trusts
created hereby by giving written notice of the resignation to the Issuer, the Borrower, the Investor Limited
Partner, the Registrar, the Paying Agents and Authenticating Agents, and by mailing written notice of the
resignation to the Holders as their names and addresses appear on the Register at the close of business
fifteen (15) days prior to the mailing. Notwithstanding the foregoing, if the Trustee no longer has a
Minimum Trustee Rating, it shall resign within sixty (60) calendar days of the withdrawal or suspension of
a former Minimum Trustee Rating or other event giving rise to its failure to maintain a Minimum Trustee
Rating. The resignation shall take effect upon the appointment of a successor Trustee as provided for in
Section 6.09 of this Indenture or an order of a court of competent jurisdiction allowing the Trustee to resign.
The resigning trustee shall not be liable for the actions of the successor Trustee.
Section 6.08. Removal of the Trustee. The Trustee may be removed at any time upon thirty
(30) days’ written notice by an instrument or document or concurrent instruments or documents in writing
delivered to the Trustee, with copies thereof mailed to the Issuer, the Registrar, the Paying Agents and
Authenticating Agents and the Borrower, and signed by or on behalf of the Majority of the Holders of the
Bonds.
The Trustee also may be removed at any time upon thirty (30) days’ written notice for any breach
of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provision of this Indenture with respect to the duties and obligations of the Trustee by any court of
competent jurisdiction upon the application of the Issuer or the Holders of not less than twenty-five percent
(25%) in aggregate principal amount of the Bonds then Outstanding under this Indenture.
The removal of the Trustee under this Section 6.08 shall take effect upon the appointment of a
successor Trustee as provided for in Section 6.09 hereof.
Section 6.09. Appointment of Successor Trustee. If (a) the Trustee shall resign, shall be
removed, shall be dissolved, or shall become otherwise incapable of acting hereunder, (b) the Trustee shall
be taken under the control of any public officer or officers, or (c) a receiver shall be a ppointed for the
Trustee by a court, then a successor Trustee shall be appointed by the Issuer; provided, that if a successor
Trustee is not so appointed within thirty (30) days after (i) a notice of resignation or an instrument or
document of removal is received by the Issuer, as provided in Sections 6.07 and 6.08 hereof, respectively,
or (ii) the Trustee is dissolved, taken under control, becomes otherwise incapable of acting or a receiver is
appointed, in each case, as provided above, then, but only so long as the Issuer shall not have appointed a
successor Trustee, the Majority of the Holders of the Bonds may designate a successor Trustee by an
instrument or document or concurrent instruments or documents in writing signed by or on behalf of those
Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of
this Section, the Holder of any Bond Outstanding hereunder or any retiring Trustee may apply to any court
of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a successor Trustee.
Every successor Trustee appointed pursuant to this Section (1) shall be a trust company or a bank
having the powers of a trust company; (2) shall be in good standing within the State; (3) shall be duly
authorized to exercise trust powers within the State; (4) shall have a reported capital, surplus and retained
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earnings of not less than $100,000,000; (5) shall be willing to accept the trusteeship under the terms and
conditions of this Indenture; and (6) shall have a Minimum Trustee Rating.
Every successor Trustee appointed hereunder shall execute and acknowledge, and shall deliver to
its predecessor, the Issuer and the Borrower an instrument or document in writing accepting the
appointment. Thereupon, without any further act, the successor shall become vested with all of the trusts,
properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, estates, titles, interests and liens of its predecessor. Upon the written request of its
successor, the Issuer or the Borrower, and payment of all fees and expenses owed to it, the predecessor
Trustee (A) shall execute and deliver an instrument or document transferring to its successor all of the
trusts, properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands,
causes of action, immunities, estates, titles, interests and liens of the predecessor Trustee hereunder; and
(B) shall take any other action necessary to duly assign, transfer and deliver to its successor all property
(including without limitation, all securities and money) held by it as Trustee. Should any instrument or
document in writing from the Issuer be requested by any successor Trustee for vesting and conveying more
fully and certainly in and to that successor the trusts, properties, remedies, powers, rights, duties,
obligations, discretions, privileges, claims, demands, causes of action, immunities, estates, titles, interests
and liens vested or conveyed or intended to be vested or conveyed hereby in or to the predecessor Trustee,
the Issuer shall execute, acknowledge and deliver that instrument or document.
In the event of a change in the Trustee, the predecessor Trustee shall cease to be custodian of any
money which it may hold pursuant to this Indenture and shall cease to be Registrar, Authenticating Agent
and a Paying Agent for any of the Bonds, to the extent it served in any of those capacities.
Section 6.10. Adoption of Authentication. In case any of the Bonds shall have been
authenticated, but shall not have been delivered, any successor Trustee, Registrar or Authenticating Agent
may adopt the certificate of authentication of any predecessor Trustee, Registrar or Authenticating Agent
and may deliver those Bonds so authenticated as provided herein. In case any Bonds shall not have been
authenticated, any successor Trustee, Registrar or Authenticating Agent may authenticate those Bonds in
its own name as successor Trustee. In all cases, the certificate of authentication shall have the same force
and effect as provided in the Bonds or in this Indenture with respect to the certificate of authentication of
the predecessor Trustee, Registrar or Authenticating Agent.
Section 6.11. Registrars.
(a) Succession. Anything herein to the contrary notwithstanding, any corporation or
association (i) into which a Registrar may be converted or merged, (ii) with which a Registrar or any
successor to it may be consolidated, or (iii) to which it may sell or transfer its assets as a whole or
substantially as a whole, or any corporation or association resulting from any such conversion, merger,
consolidation, sale or transfer, ipso facto, shall be and become successor Registrar to that Registrar
hereunder and shall be vested with each and every power, right, duty, obligation, discretion and privilege
expressed or intended by this Indenture to be exercised by or vested in the predecessor Registrar, without
the execution or filing of any instrument or document or any further a ct on the part of any of the parties
hereto.
(b) Resignation. A Registrar may resign at any time by giving written notice of its resignation
to the Issuer, the Borrower, the Trustee and to each Paying Agent and Authenticating Agent for the Bonds,
at least thirty (30) days before the resignation is to take effect. The resignation shall take effect immediately,
however, upon the appointment of a successor Registrar, if the successor Registrar is appointed and accepts
that appointment before the time stated in the notice.
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(c) Removal. The Registrar may be removed at any time upon thirty (30) days’ written notice
by an instrument or document or concurrent instruments or documents in writing delivered to the Registrar,
with copies thereof mailed to the Issuer, the Trustee and the Borrower, and signed by or on behalf of the
Majority of the Holders of the Bonds.
(d) Appointment of Successors. If (i) a Registrar shall resign, shall be removed, shall be
dissolved, or shall become otherwise completely incapable of acting hereunder, (ii) a Registrar shall be
taken under the control of any public officer or officers, (iii) a receiver shall be appointed for a Registrar
by a court, or (iv) a Registrar shall have an order for relief entered in any case commenced by or against it
under the federal bankruptcy laws or commence a proceeding under any federal or state bankruptcy,
insolvency, reorganization or similar law, or have such a proceeding commenced against it and either have
an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and
unstayed for ninety (90) days, then a successor Registrar shall be appointed by the Trustee, with the written
consent of the Borrower; provided, that if a successor Registrar is not so appointed within ten (10) days
after (1) a notice of resignation or an instrument or document of removal is received by the Trustee, as
provided above, or (2) the Registrar is dissolved, taken under control, becomes otherwise incapable of
acting or a receiver is appointed, in each case, as provided above, then, if the Trustee shall not have
appointed a successor Registrar, the Trustee shall be and become the Registrar.
Every successor Registrar appointed hereunder shall execute and acknowledge, and shall deliver to
its predecessor, the Issuer, the Trustee and the Borrower, an instrument or document in writing accepting
the appointment. Thereupon, without any further act, the successor shall become vested with all of the
properties, remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes of
action, immunities, titles and interests of its predecessor. Upon the written request of its successor, the
Issuer or the Borrower, a predecessor Registrar (A) shall execute and deliver an instrument or document
transferring to its successor all of the properties, remedies, powers, rights, duties, obligations, discretions,
privileges, claims, demands, causes of action, immunities, titles and interests of it as predecessor Registrar
hereunder; and (B) shall take any other action necessary to duly assign, transfer and deliver to its successor
all property and records (including without limitation, the Register and any cancelled Bonds) held by it as
Registrar. Should any instrument or document in writing from the Issuer be requested by any successor
Registrar for vesting and conveying more fully and certainly in and to that successor the properties,
remedies, powers, rights, duties, obligations, discretions, privileges, claims, demands, causes o f action,
immunities, titles and interests vested or conveyed or intended to be vested or conveyed hereby in or to a
predecessor Registrar, the Issuer shall execute, acknowledge and deliver that instrument or document.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan Agreement, to any
Registrar customary compensation for its services from time to time, as authorized, but subject to the
limitations set forth, in Section 6.03 hereof. The provisions of Sections 3.05, 3.06, 3.07 and 6.02(d) hereof
shall be applicable to the Registrar.
Section 6.12. Designation and Succession of Paying Agents. The Trustee shall be a Paying
Agent for the Bonds, and the Trustee may appoint a Paying Agent or Agents with power to act on its behalf
and subject to its direction in the payment of Bond Debt Service Charges on the Bonds. It is the
responsibility of the Trustee to establish the duties and responsibilities of the Paying Agent for the purposes
of this Indenture, to the extent not specified herein.
Any corporation or association with or into which the Paying Agent may be merged or converted
or with which it may be consolidated, or any corporation or association resulting from any merger,
consolidation or conversion to which the Paying Agent shall be a party, or any corporation or association
succeeding to the trust business of the Paying Agent, shall be the successor of that Paying Agent hereunder,
if that successor corporation or association is otherwise eligible hereunder, without the executio n or filing
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of any paper or any further act on the part of the parties hereto or the Paying Agent or that successor
corporation or association.
The Paying Agent may at any time resign by giving written notice of resignation to the Trustee, to
the Registrar and to the Borrower. The Trustee may at any time terminate the agency of the Paying Agent
by giving written notice of termination to such Paying Agent, to the Registrar and to the Borrower. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time the Paying Agent
shall cease to be eligible under this Section, the Trustee may appoint a successor Paying Agent. The Trustee
shall give written notice of appointment of a successor Paying Agent to the Borrower, the Issuer and the
Registrar and shall mail, within ten (10) days after that appointment, notice thereof to all Holders as their
names and addresses appear on the Register on the date of that appointment.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan Agreement, to the
Paying Agent from time to time customary compensation as authorized, but subject to the limitations set
forth, in Section 6.03 hereof for its services.
The provisions of Sections 3.05, 3.07 and 6.02(d) shall be applicable to the Paying Agent.
Section 6.13. Designation and Succession of Authenticating Agents. The Trustee may
appoint an authenticating agent or agents (each referred to herein as an “Authenticating Agent”), in addition
to the Registrar, with power to act on its behalf and subject to its direction in the authentication and delivery
of Bonds in connection with transfers and exchanges under Sections 3.06 and 4.02 hereof. For all purposes
of this Indenture, the authentication and delivery of Bonds by an Authenti cating Agent pursuant to this
Section shall be deemed to be authentication and delivery of those Bonds “by the Trustee.”
Any corporation or association with or into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation or association resulting from any
merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation
or association succeeding to the trust business of any Authenticating Agent, shall be the s uccessor of that
Authenticating Agent hereunder, if that successor corporation or association is otherwise eligible hereunder,
without the execution or filing of any paper or any further act on the part of the parties hereto or the
Authenticating Agent or such successor corporation.
Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee, to the Registrar and to the Borrower. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such Authenticating Agent, to the Registrar
and to the Borrower. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee may appoint a
successor Authenticating Agent. The Trustee shall give written notice of appointment of a successor
Authenticating Agent to the Borrower, the Issuer and the Registrar and shall mail, within ten (10) days after
that appointment, notice thereof to all Holders as their names and addresses appear on the Register on the
date of that appointment.
The Trustee shall cause the Borrower to pay pursuant to Section 4.2 of the Loan Agreement, to any
Authenticating Agent from time to time customary compensation for its services.
The provisions of Sections 3.05 and 6.02(b), (c), (d), (h) and (i) shall be applicable to any
Authenticating Agent.
Section 6.14. Dealing in Bonds. The Trustee, a Registrar, a Paying Agent and an Authenticating
Agent, their Affiliates, and any directors, officers, employees or agents thereof, in good faith, may become
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the owners of Bonds secured hereby with the same rights which it or they would have hereunder if the
Trustee, the Registrar, Paying Agents and Authenticating Agents did not serve in those capacities.
Section 6.15. Representations, Agreement and Covenants of Trustee. The Trustee hereby
represents that it is a national banking association duly organized and validly existing under the laws of the
United States of America, in good standing and duly authorized to exercise corporate trust powers in the
State, and that it has an unimpaired reported capital, surplus and retained earnings of not less than
$100,000,000. The Trustee covenants that it will take such action, if any, as is necessary to remain in good
standing and duly authorized to exercise corporate trust powers in the State, and that it will maintain an
unimpaired reported capital, surplus and retained earnings of not less than $100,000,000. The Trustee
accepts and agrees to observe and perform the duties and obligations of the Trustee to which reference is
made in any other instrument or document providing security for any of the Bonds.
Section 6.16. [Reserved].
Section 6.17. Interpleader. In the event of a dispute between any of the parties hereto with
respect to the disposition of any funds held by the Trustee hereunder, or the Trustee receives conflicting
demands made upon the Trustee with respect to the Trustee’s duties hereunder or any other document
related to the Bonds, the Trustee shall be entitled to file a suit in interpleader in a court of competent
jurisdiction seeking to require the parties to interplead and litigate in such court their several claims and
rights among themselves. Upon the filing of such a suit and the deposit of the applicable funds to such
court, the Trustee will ipso facto be fully released and discharged from all obligations to further perform
any and all duties imposed hereunder or any other document relat ed to the Bonds regarding such matter
and/or such funds that are the subject of such interpleader suit. In the event that the Trustee remains as
Trustee under this Indenture and receives a court order, directive or other request regarding the interpleader
suit, the Trustee shall be entitled to rely upon such instruction without incurring any obligation or liability
and the parties hereto release, hold harmless and indemnify the Trustee for any obligation or liability for so
relying on such court instruction.
Section 6.18. Survival of Certain Provisions. The provisions of Sections 6.01 through 6.17
hereof shall survive the release, discharge and satisfaction of this Indenture.
Section 6.19. Concerning the Remarketing Agent. The Remarketing Agent identified in
Section 1.01 hereof shall serve as the Remarketing Agent for the Bonds. The Remarketing Agent shall
designate to the Trustee its designated office and signify its acceptance of the duties and obligations
imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Borrower and
the Trustee. In addition, the Remarketing Agent will agree particularly to:
(a) keep such records relating to its computations of interest rates for the Bonds as shall be
consistent with prudent industry practice and to make such records available for inspection by the Issuer,
the Trustee and the Borrower at all reasonable times; and
(b) perform all of its functions and duties under this Indenture.
The Remarketing Agent shall be entitled to advice of legal counsel on any matter relating to the
Remarketing Agent’s obligations hereunder and shall be entitled to act upon the opinion of such counsel in
the exercise of reasonable care in fulfilling such obligations.
The Remarketing Agent shall be entitled to appoint additional co-Remarketing Agents to assist in
the performance of the Remarketing Agent’s obligations under this Indenture, and any such appointment
shall be effective without any action by the Issuer or the Borrower being necessary; provided that any such
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co-Remarketing Agent, shall have a capitalization of at least $5,000,000, or shall have a line of credit with
a commercial bank in the amount of at least $5,000,000, shall be in conformity with all standards and
requirements of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission,
and shall be authorized by law to perform all the duties imposed upon it by this Indenture. The Remarketing
Agent shall take responsibility for any co-Remarketing Agent it appoints.
Section 6.20. Qualification of Remarketing Agent. The Remarketing Agent shall be a member
in good standing of the Financial Industry Regulatory Authority having a capitalization of at least
$5,000,000, or shall have a line of credit with a commercial bank in the amount of at least $5,000,000, and
shall be authorized by law to perform all the duties imposed upon it by this Indenture. Subject to the terms
of the Remarketing Agreement, the Remarketing Agent may at any time resign and be discharged of the
duties and obligations created by this Indenture by giving at least thirty (30) days’ notice of such resignation
to the Issuer, the Borrower, the Investor Limited Partner and the Trustee. The Remarketing Agent may be
removed, with prior notice to the Issuer, at any time by the Borrower, with at least thirty (30) days’ notice
of such removal to the Remarketing Agent.
Upon any resignation or removal of the Remarketing Agent, the departing Remarketing Agent shall
pay over, assign and deliver any money and Bonds held by it in such capacity to its successor.
The Trustee, within thirty (30) days of the resignation or removal of the Remarketing Agent or the
appointment of a successor Remarketing Agent, shall give notice thereof by registered or certified mail to
the Rating Agency (if the Bonds are then rated) and to the Holders of the Bonds. The Trustee shall not,
however, be subject to any liability to any Bondholder or any party to the transaction by reason of its failure
to mail any such notice, and any such failure shall not affect the validity of actions which are the subject of
such notice.
Section 6.21. Notices to Rating Agency and Remarketing Notice Parties. The Trustee shall
notify the Rating Agency and the Remarketing Notice Parties in writing of (a) the occurrence of an Event
of Default of which the Trustee has actual notice; (b) the occurrence of any monetary or other material
default under the Loan of which the Trustee has actual notice; (c) any change in the identity of the Trustee;
(d) any amendments, modifications, supplements or changes to this Indenture, the Loan Agreement, the
Note or the Bonds, including any extension of principal or modification of interest or redemption premium
due on any of the Bonds, in each case only in the event the Trustee has actual notice; (e) any change or
proposed change in the structure or identity of the Borrower of which the Trustee has actual knowledge;
(f) any change or notification of proposed change of the Mandatory Tender Date or Remarketing Date of
which the Trustee has actual knowledge; (g) any partial prepayment of the Loan or the giving of notice of
the call for redemption of any Bonds; (h) any change in the investment of funds subject to the lien of this
Indenture; (i) any defeasance or acceleration of the Bonds hereunder; or (j) any change in the Remarketing
Agent of which its Trustee has actual knowledge.
The Trustee shall not, however, be subject to any liability to any Bondholder or any party to the transaction
by reason of its failure to mail any such notice, and any such failure shall not affect the validity of actions
which are the subject of such notice
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ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND HOLDERS
Section 7.01. Defaults; Events of Default. The occurrence of any of the following events is
defined as and declared to be and to constitute an Event of Default hereunder:
(a) Payment of any interest on any Bond shall not be made when and as that interest shall
become due and payable;
(b) Payment of the principal of any Bond shall not be made when and as that principal shall
become due and payable, whether at stated maturity, upon acceleration or otherwise;
(c) Failure by the Issuer to observe or perform any other covenant, agreement or obligation on
its part to be observed or performed contained in this Indenture or in the Bonds, which failure shall have
continued for a period of thirty (30) days after written notice, by registered or certified mail, to the Issuer
and the Borrower specifying the failure and requiring that it be remedied, which notice may be given by
the Trustee and shall be given by the Trustee at the written request of the Holders of not less than twenty-five
percent (25%) in aggregate principal amount of Bonds then Outstanding; provided, that if the failure is
other than the payment of money and is of such nature that it can be corrected but not within the applicable
period, that failure shall not constitute an Event of Default so long as the Issuer or the Borrower institutes
curative action within the applicable period and diligently pursues that action to completion, which must
be resolved within one hundred eighty (180) days after the aforementioned notice and provides the Trustee
with a certification to that effect; and
(d) The occurrence and continuance of an Event of Default as defined in Section 7.1 of the
Loan Agreement.
The term “default” or “failure” as used in this Article means (i) a default or failure by the Issuer in
the observance or performance of any of the covenants, agreements or obligations on its part to be observed
or performed contained in this Indenture or in the Bonds; or (ii) a default or failure by the Borrower under
the Loan Agreement, exclusive of any period of grace or notice required to constitute an Event of Default,
as provided above or in the Loan Agreement.
Section 7.02. Notice of Default. If an Event of Default shall occur, the Trustee shall give written
notice of the Event of Default, by registered or certified mail, to the Issue r, the Borrower, the Investor
Limited Partner, the Registrar or the Paying Agent and Authenticating Agent, within five (5) days after the
Trustee has actual notice of the Event of Default pursuant to Section 6.02(f) hereof. If an Event of Default
occurs of which the Trustee has notice pursuant to this Indenture, the Trustee shall give written notice
thereof, within thirty (30) days after the Trustee’s receipt of notice of its occurrence, to the Holders of all
Bonds then Outstanding as shown by the Register at the close of business fifteen (15) days prior to the
mailing of that notice.
The Investor Limited Partner shall be entitled to cure any Event of Default hereunder within the
time frame provided to the Borrower hereunder. The Issuer and the Trustee agree that cure of any default
or Event of Default made or tendered by the Investor Limited Partner shall be deemed to be a cure by the
Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower.
Section 7.03. Acceleration. Upon the occurrence of an Event of Default described in
Section 7.01(a) and (b) hereof, the Trustee may declare, and upon the written request of the Majority of the
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Holders of the Bonds the Trustee shall declare, by a notice in writing delivered to the Issuer and the
Borrower, the principal of all Bonds then Outstanding (if not then due and payable), and the interest accrued
thereon, to be due and payable immediately; provided however, if Available Money sufficient to pay the
principal and interest of the Bonds then due and payable are on deposit with the Trustee, acceleration under
this paragraph shall not occur and the Trustee shall promptly make payment to the Holders of all amounts
then due and payable from such Available Money. Upon the occurrence of any Event of Default other than
those described in Section 7.01(a) and (b) hereof, the Trustee, with the written consent of the Majority of
the Holders of the Bonds, may declare by a notice in writing delivered to the Issuer and Borrower, the
principal of all Bonds then Outstanding (if not then due and payable), and the interest accrued thereon, to
be due and payable immediately. Following such declaration, interest on any unpaid principal of Bonds
Outstanding shall continue to accrue from such date through but not including the tender of payment to the
Holders of those Bonds.
The provisions of the preceding paragraph are subject, however, to the condition that if, at any time
after declaration of acceleration and prior to the entry of a judgment in a court for enforcement hereunder
(after an opportunity for hearing by the Issuer and the Borrower),
(a) all sums payable hereunder (except the principal of and interest on Bonds which have not
reached their stated maturity dates but which are due and payable solely by reason of that declaration of
acceleration), plus interest to the extent permitted by law on any overdue installments of interest at the rate
borne by the Bonds in respect of which the default shall have occurred, shall have been duly paid or
provision shall have been duly made therefor by deposit with the Trustee or Paying Agents, and
(b) all existing Events of Default shall have been cured, then and in every case, the Trustee
shall waive the Event of Default and its consequences and shall rescind and annul that declaration. No
waiver or rescission and annulment shall extend to or affect any subsequent Event of Default or shall impair
any rights consequent thereon.
Section 7.04. Other Remedies; Rights of Holders. With or without taking action under
Section 7.03 hereof, upon the occurrence and continuance of an Event of Default, the Trustee may pursue
any available remedy, including without limitation actions at law or equity to enforce the payment of Bond
Debt Service Charges or the observance and performance of any other covenant, agreement or obligation
under this Indenture, the Loan Agreement, the Regulatory Agreement or the Note or any other instrument
providing security, directly or indirectly, for the Bonds.
If, upon the occurrence and continuance of an Event of Default, the Trustee is requested to do so
by the Holders of at least twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding,
the Trustee (subject to the provisions of Sections 6.01 and 6.02 hereof, and particularly Sections 6.01(c)(iv)
and 6.02(j)), shall exercise any rights and powers conferred by this Section and by Section 7.03 hereof
However, (a) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that
the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the
Trustee in personal liability, and (b) the Trustee may take other action not inconsistent with such direction.
Notwithstanding any provision to the contrary in this Indenture, the Trustee is under no obligation to
exercise any of its rights or powers under this Indenture at the request of any Holder unless such Holder
shall offer to the Trustee security and indemnity satisfactory to the Trustee against any loss, liabil ity or
expense.
No remedy conferred upon or reserved to the Trustee (or to the Holders) by this Indenture is
intended to be exclusive of any other remedy. Each remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or otherwise to the Trustee or to the Holders now or hereafter existing.
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No delay in exercising or omission to exercise any remedy, right or power accruing upon any
default or Event of Default shall impair that remedy, right or power or shall be construed to be a waiver of
any default or Event of Default or acquiescence therein. Every remedy, right and power may be exercised
from time to time and as often as may be deemed to be expedient.
No waiver of any default or Event of Default hereunder, whether by the Trustee or by the Holders,
shall extend to or shall affect any subsequent default or Event of Default or shall impair any remedy, right
or power consequent thereon.
As the assignee of all right, title and interest of the Issuer in and to the Loan Agreement (except for
the Unassigned Issuer’s Rights), the Trustee is empowered to enforce each remedy, right and power granted
to the Issuer under the Loan Agreement. In exercising any remedy, right or power thereunder or hereunder,
the Trustee shall take such action as may be directed by the requisite percentage of the Holders of the Bonds
then Outstanding, applying the standards described in Sections 6.01 and 6.02 hereof.
Section 7.05. Right of Holders to Direct Proceedings. Anything to the contrary in this
Indenture notwithstanding, the Majority of the Holders of the Bonds shall have the right at any time to
direct, by an instrument or document in writing executed and delivered to the Trustee, the method and place
of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions
of this Indenture or any other proceedings hereunder; provided that (a) any direction shall not be other than
in accordance with the provisions of law and of this Indenture; and (b) the Trustee shall be indemnified as
provided in Sections 6.01 and 6.02 hereof.
Section 7.06. Application of Money. Following an event of default, after payment of any costs,
expenses, liabilities and advances paid, incurred or made by the Trustee in the collection of money and to
all fees of the Trustee for Ordinary and Extraordinary Expenses pursuant to any right given or action taken
under the provisions of this Article or the provisions of the Loan Agreement, the Regulatory Agreement or
the Note (including without limitation reasonable attorneys’ fees and expenses, except as limited by law or
judicial order or decision entered in any action taken under this Article VII), all money received by the
Trustee, shall be applied as follows, subject to Section 3.04 hereof:
(a) Unless the principal of all of the Bonds shall have become, or shall have been declared to
be, due and payable, all of such money shall be deposited in the Bond Fund and shall be applied:
First – To the payment to the Holders entitled thereto of all installments of interest then
due on the Bonds, in the order of the dates of maturity of the installments of that interest, beginning
with the earliest date of maturity and, if the amount available is not sufficient to pay in full any
particular installment, then to the payment thereof ratably, according to the amounts due on that
installment, to the Holders entitled thereto, without any discrimination or privilege, except as to
any difference in the respective rates of interest specified in the Bonds; and
Second – To the payment to the Holders entitled thereto of the unpaid principal of any of
the Bonds which shall have become due, in the order of their due dates, beginning with the earliest
due date, with interest on those Bonds from the respective dates upon which they became due at
the rates specified in those Bonds, and if the amount available is not sufficient to pay in full all
Bonds due on any particular date, together with that interest, then to the payment thereof ratably,
according to the amounts of principal due on that date, to the Holders entitled thereto, without any
discrimination or privilege, except as to any difference in the respective rates of interest specified
in the Bonds.
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(b) If the principal of all of the Bonds shall have become due or shall have been declared to be
due and payable pursuant to this Article, all of such money shall be deposited into the Bond Fund and shall
be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without
preference or priority of principal over interest, of interest over principal, of any installment of interest over
any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the Holders entitled thereto, without any discrimination or
privilege, except as to any difference in the respective rates of interest specified in the Bonds.
(c) If the principal of all of the Bonds shall have been declared to be due and payable pursuant
to this Article, and if that declaration thereafter shall have been rescinded and annulled under the provisions
of Section 7.03 or 7.10 hereof, subject to the provisions of subsection (b) above in the event that the
principal of all of the Bonds shall become due and payable later, the money shall be deposited in the Bond
Fund and shall be applied in accordance with the provisions of Article III hereof.
(d) Whenever money is to be applied pursuant to the provisions of this Section, such money
shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to
the amount of money available for application and the likelihood of additional money becoming available
for application in the future. Whenever the Trustee shall direct th e application of such money, it shall fix
the date upon which the application is to be made, and upon that date, interest shall cease to accrue on the
amounts of principal, if any, to be paid on that date, provided the money is available therefor. The Trustee
shall give notice of the deposit with it of any money and of the fixing of that date, all consistent with the
requirements of Section 3.04 hereof for the establishment of, and for giving notice with respect to, a Special
Record Date for the payment of overdue interest. The Trustee shall not be required to make payment of
principal of a Bond to the Holder thereof, until the Bond shall be presented to the Trustee for appropriate
endorsement or for cancellation if it is paid fully.
Section 7.07. Remedies Vested in Trustee. All rights of action (including without limitation,
the right to appear on behalf of the Issuer and the Holders of the Bonds in any bankruptcy or insolvency
proceeding and to file proof of claims in any such proceeding) under this Inde nture or under any of the
Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof
in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be
brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any
recovery of judgment shall be for the benefit of the Holders of the Outstanding Bonds, subject to the
provisions of this Indenture.
Section 7.08. Rights and Remedies of Holders. A Holder shall not have any right to institute
any suit, action or proceeding for the enforcement of this Indenture, for the execution of any trust hereof,
or for the exercise of any other remedy hereunder, unless:
(a) there has occurred and is continuing an Event of Default of which the Trustee has been
notified, as provided in Section 6.02(f) hereof, or of which it is deemed to have notice under that such
subsection;
(b) the Holders of at least twenty-five percent (25%) in aggregate principal amount of the
Bonds then Outstanding shall have made written request to the Trustee and shall have afforded the Trustee
reasonable opportunity to proceed to exercise the remedies, rights and powers granted herein or to institute
the suit, action or proceeding in its own name, and shall have offered indemnity satisfactory to the Trustee
as provided in Sections 6.01 and 6.02 hereof; and
(c) the Trustee thereafter shall have failed or refused to exercise the remedies, rights and
powers granted herein or to institute the suit, action or proceeding in its own name.
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Notification (or notice), request, opportunity and offer of indemnity (as set forth above) are
conditions precedent in every case, to the institution of any suit, action or proceeding described above.
No one or more Holders of the Bonds shall have any right to affect, disturb or prejudice in any
manner whatsoever the security or benefit of this Indenture by its or their action, or to enforce, except in
the manner provided herein, any remedy, right or power hereunder. Any suit, action or proceedings shall
be instituted, had and maintained in the manner provided herein for the benefit of the Holders of all Bonds
then Outstanding. Nothing in this Indenture shall affect or impair, however, the right of any Holder to
enforce the payment of the Bond Debt Service Charges on any Bond owned by that Holder at and after the
maturity thereof, at the place, from the sources and in the manner expressed in that Bond.
Section 7.09. Termination of Proceedings. In case the Trustee shall have proceeded to enforce
any remedy, right or power under this Indenture in any suit, action or proceedings, and the suit, action or
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, the Issuer, the Trustee and the Holders shall be restored to their former positions
and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as if
no suit, action or proceedings had been taken.
Section 7.10. Waivers of Events of Default. The Trustee shall waive any Event of Default
hereunder and its consequences and may rescind and annul any declaration of maturity of principal of or
interest on, the Bonds upon the written request of:
(a) the Majority Holders of the Bonds in respect of which an Event of Default in the payment
of Bond Debt Service Charges exists; or
(b) the Holders of at least twenty-five percent (25%) in aggregate principal amount of all
Bonds then Outstanding, in the case of any other Event of Default.
There shall not be so waived, however, any Event of Default described in Section 7.01(a) or (b)
hereof, nor shall any declaration of acceleration in connection therewith be rescinded or annulled, unless at
the time of that waiver or rescission and annulment payments of the amounts provided in Section 7.03
hereof for waiver and rescission and annulment in connection with acceleration of maturity have been made
or provision has been made therefor. In the case of the waiver or rescission and annulment, or in case any
suit, action or proceedings taken by the Trustee on account of any Event of Default shall have been
discontinued, abandoned or determined adversely to it, the Issuer, the Trustee and the Holders shall be
restored to their former positions and rights hereunder, respectively. No waiver or rescission shall extend
to any subsequent or other Event of Default or impair any right consequent thereon.
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ARTICLE VIII
SUPPLEMENTAL INDENTURES
Section 8.01. Supplemental Indentures Generally. The Issuer and the Trustee may enter into
indentures supplemental to this Indenture, as provided in this Article and pursuant to the other provisions
therefor in this Indenture. The Trustee shall deliver copies of all Supplemental Indentures to the Borrower
and the Investor Limited Partner. Any subsequent amendment to this Indenture or the Loan Agreement is
subject to prior written approval of HUD (so long as the Project is subject to a mortgage insured or held by
HUD). No amendment to this Indenture or the Loan Agreement shall conflict with the provisions of the
Program Obligations.
Section 8.02. Supplemental Indentures Not Requiring Consent of Holders. Without the
written consent of, or notice to, any of the Holders, the Issuer and the Trustee may enter into indentures
supplemental to this Indenture for any one (1) or more of the following purposes:
(a) To cure any ambiguity, inconsistency or formal defect or omission in this Indenture;
(b) To grant to or confer upon the Trustee for the benefit of the Holders any additional rights,
remedies, powers or authority that lawfully may be granted to or conferred upon the Holders or the Trustee;
(c) To assign additional revenues under this Indenture;
(d) To accept additional security and instruments and documents of further assurance with
respect to the Project;
(e) To add to the covenants, agreements and obligations of the Issuer under this Indenture,
other covenants, agreements and obligations to be observed for the protection of the Holders, or to surrender
or limit any right, power or authority reserved to or conferred upon the Issuer in this Indenture;
(f) To evidence any succession to the Issuer and the assumption by its successor of the
covenants, agreements and obligations of the Issuer under this Indenture, the Loan Agreement and the
Bonds;
(g) To permit the Trustee to comply with any obligations imposed upon it by law;
(h) To specify further the duties and responsibilities of, and to define further the relationship
among, the Trustee, the Registrar and any Authenticating Agents or Paying Agents;
(i) To achieve compliance of this Indenture with any applicable federal securities or tax law;
(j) To make amendments to the provisions hereof relating to arbitrage matters under
Section 148 of the Code, if, in the Opinion of Bond Counsel, those amendments would not cause the interest
on the Bonds Outstanding to be included in gross income of the Holders for federal income tax purposes,
which amendments may, among other things, change the responsibility for making the relevant calculations,
provided that in no event shall such amendment delegate to the Trustee, without its consent, the obligation
to make or perform the calculations required under Section 148 of the Code;
(k) To maintain the rating then in effect on the Bonds; and
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(l) To permit any other amendment which is not materially adverse to the Trustee or the
Holders However, Trustee shall not be responsible for determining if an amendment has an adverse effect
on Bondholders..
The provisions of subsections (h) and (j) above shall not be deemed to constitute a waiver by the
Trustee, the Registrar, the Issuer or any Holder of any right which it may have in the absence of those
provisions to contest the application of any change in law to this Indenture or the Bonds.
Section 8.03. Supplemental Indentures Requiring Consent of Holders. Exclusive of
Supplemental Indentures to which reference is made in Section 8.02 hereof and subject to the terms,
provisions and limitations contained in this Section, and not otherwise, with the written consent of the
Majority of the Holders of the Bonds, evidenced as provided in this Indenture, and with the consent of the
Borrower if required by Section 8.04 hereof, the Issuer and the Trustee may execute and deliver
Supplemental Indentures adding any provisions to, changing in any manner or eliminating any of the
provisions of this Indenture or any Supplemental Indenture or restricting in any manner the rights of the
Holders. Nothing in this Section or Section 8.02 hereof shall permit, however, or be construed as permitting:
(a) without the consent of the Holder of each Bond so affected, (i) an extension of the maturity
of the principal of or the interest on any Bond or (ii) a reduction in the principal amount of any Bond or the
rate of interest thereon; or
(b) without the consent of the Holders of all Bonds then Outstanding, (i) the creation of a
privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (ii) a reduction in the aggregate
principal amount of the Bonds required for consent to a Supplemental Indenture.
If the Issuer and the Trustee shall execute and deliver any Supplemental Indenture for any of the
purposes of this Section, upon (i) being satisfactorily indemnified with respect to its expenses in connection
therewith, and (ii) if required by Section 8.04 hereof, receipt of the Borrower’s consent to the proposed
execution and delivery of the Supplemental Indenture, the Trustee shall cause notice of the proposed
execution and delivery of the Supplemental Indenture to be mailed by first -class mail, postage prepaid, to
all Holders of Bonds then Outstanding at their addresses as they appear on the Register at the close of
business on the fifteenth day preceding that mailing.
The Trustee shall not be subject to any liability to any Holder by reason of the Trustee’s failure to
mail, or the failure of any Holder to receive, the notice required by this Section. Any failure of that nature
shall not affect the validity of the Supplemental Indenture when there has been consent thereto as provided
in this Section. The notice shall set forth briefly the nature of the proposed Supplemental Indenture and
shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection
by all Holders.
If the Trustee shall receive, within a period prescribed by the Borrower, of not less than sixty (60 )
days, but not exceeding one year, following the mailing of the notice, an instrument or document or
instruments or documents, in form to which the Trustee does not reasonably object, purporting to be
executed by the Majority of the Holders of the Bonds (which instrument or document or instruments or
documents shall refer to the proposed Supplemental Indenture in the form described in the notice and
specifically shall consent to the Supplemental Indenture in substantially that form), the Trustee shall, but
shall not otherwise, execute and deliver the Supplemental Indenture in substantially the form to which
reference is made in the notice as being on file with the Trustee, without liability or responsibility to any
Holder, regardless of whether that Holder shall have consented thereto.
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Any consent shall be binding upon the Holder of the Bond giving the consent and, anything herein
to the contrary notwithstanding, upon any subsequent Holder of that Bond and of any Bond issued in
exchange therefor (regardless of whether the subsequent Holder has notice of the consent to the
Supplemental Indenture). At any time after the Holders of the required percentage of Bonds shall have
filed their consents to the Supplemental Indenture, the Trustee shall make and file with the Issuer a written
statement that the Holders of the required percentage of Bonds have filed those consents. That written
statement shall be conclusive evidence that the consents have been so filed.
If the Holders of the required percentage in aggregate principal amount of Bonds Outstanding shall
have consented to the Supplemental Indenture, as provided in this Section, no Holder shall have any right
(1) to object to (A) the execution or delivery of the Supplemental Indenture, (B) any of the terms and
provisions contained therein, or (C) the operation thereof; (2) to question the propriety of the execution and
delivery thereto; or (3) to enjoin or restrain the Trustee or the Issuer from that execution or delivery or from
taking any action pursuant to the provisions thereof.
Section 8.04. Consent of Borrower and Remarketing Agent. Anything contained herein to
the contrary notwithstanding, a Supplemental Indenture executed and delivered in accordance with this
Article VIII which affects any rights or obligations of the Borrower shall not become effective unless and
until the Borrower shall have consented in writing to the execution and delivery of that Supplemental
Indenture. The Trustee shall cause notice of the proposed execution and delivery of any Supplemental
Indenture and a copy of the proposed Supplemental Indenture to be mailed to the Borrower, as provided in
Section 13.03 hereof, (a) at least thirty (30) days (unless waived by the Borrower) before the date of the
proposed execution and delivery in the case of a Supplemental Indenture to which reference is made in
Section 8.02 hereof; and (b) at least thirty (30) days (unless waived by the Borrower) before the giving of
the notice of the proposed execution and delivery in the case of a Supplemental Indenture for which
provision is made in Section 8.03 hereof.
Anything contained herein to the contrary notwithstanding, a Supplemental Indenture executed and
delivered in accordance with this Article VIII which affects any rights or obligations of the Remarketing
Agent shall not become effective unless and until the Remarketing Agent shall have consented in writing
to the execution and delivery of that Supplemental Indenture. The Trustee shall cause notice of the proposed
execution and delivery of any Supplemental Indenture and a copy of the proposed Supplemental Indenture
to be mailed to the Remarketing Agent (i) at least thirty (30) days (unless waived by the Remarketing
Agent) before the date of the proposed execution and delivery in the case of a Suppl emental Indenture to
which reference is made in Section 8.02 hereof; and (ii) at least thirty (30) days (unless waived by the
Remarketing Agent) before the giving of the notice of the proposed execution and delivery in the case of a
Supplemental Indenture for which provision is made in Section 8.03 hereof.
Section 8.05. Authorization to Trustee; Effect of Supplement. The Trustee is authorized to
join with the Issuer in the execution and delivery of any Supplemental Indenture in accordance with this
Article and to make the further agreements and stipulations which may be contained therein. Thereafter,
(a) that Supplemental Indenture shall form a part of this Indenture;
(b) all terms and conditions contained in that Supplemental Indenture as to any provision
authorized to be contained therein shall be deemed to be a part of the terms and conditions of this Indenture
for any and all purposes;
(c) this Indenture shall be deemed to be modified and amended in accordance with the
Supplemental Indenture; and
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(d) the respective rights, duties and obligations under this Indenture of the Issuer, the
Borrower, the Trustee, the Remarketing Agent, the Registrar, the Paying Agents, the Authenticating Agents
and all Holders of Bonds then Outstanding shall be determined, exercised and enforced hereunder in a
manner which is subject in all respects to those modifications and amendments made by the Supplemental
Indenture.
Express reference to any executed and delivered Supplemental Indenture may be made in the text
of any Bonds issued thereafter, if that reference is deemed necessary or desirable by the Trustee or the
Issuer. A copy of any Supplemental Indenture for which provision is made in this Article, except a
Supplemental Indenture described in Section 8.02(g) hereof, shall be mailed by the Trustee to the Registrar,
each Authenticating Agent and Paying Agent. The Trustee shall not be required to execute any
supplemental indenture containing provisions adverse to the Trustee.
Section 8.06. Opinion of Counsel. The Trustee shall receive, and shall be fully protected in
relying upon, the opinion of any counsel approved by it as conclusive evidence that (a) any proposed
Supplemental Indenture or amendment complies with the provisions of this Indenture; and (b) it is proper
for the Trustee to join in the execution of that Supplemental Indenture under the provisions of this Article.
That counsel may be counsel for the Issuer or the Borrower and shall be an expense of the Borrower.
Section 8.07. Modification by Unanimous Consent. Notwithstanding anything contained
elsewhere in this Indenture, the rights and obligations of the Issuer and of the Holders, and the terms and
provisions of the Bonds and this Indenture or any Supplemental Indenture, may be modified or altered in
any respect with the consent of (a) the Issuer; (b) the Holders of all of the Bonds then Outstanding; (c) the
Borrower; and (d) if such modification or alteration contains provisions adverse to the Trustee, the Trustee.
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ARTICLE IX
DEFEASANCE
Section 9.01. Release of Indenture. If (a) the Issuer shall pay all of the Outstanding Bonds, or
shall cause them to be paid and discharged, or if there otherwise shall be paid to the Holders of the
Outstanding Bonds, all Bond Debt Service Charges due or to become due thereon, and (b) provision also
shall be made for the payment of all other sums payable hereunder or under the Loan Agreement, the
Regulatory Agreement and the Note, then this Indenture shall cease, determine and become null and void
(except for those provisions surviving by reason of Section 9.03 hereof in the event the Bonds are deemed
paid and discharged pursuant to Section 9.02 hereof), and the covenants, agreements and obligations of the
Issuer hereunder shall be released, discharged and satisfied.
Thereupon, and subject to the provisions of Section 9.03 hereof if applicable, (i) the Trustee shall
release this Indenture (except for those provisions surviving by reason of Section 9.03 her eof in the event
the Bonds are deemed paid and discharged pursuant to Section 9.02 hereof), and shall execute and deliver
to the Issuer any instruments or documents in writing as shall be requisite to evidence that release and
discharge or as reasonably may be requested by the Issuer; and (ii) the Trustee and any other Paying Agents
shall assign and deliver to the Issuer any property subject at the time to the lien of this Indenture which then
may be in their possession, except amounts in the Bond Fund required (1) to be paid to the Borrower under
Section 5.08 hereof; or (2) to be held by the Trustee and the Paying Agents under Section 5.09 hereof or
otherwise for the payment of Bond Debt Service Charges.
Section 9.02. Payment and Discharge of Bonds. All or any part of the Bonds shall be deemed
to have been paid and discharged within the meaning of this Indenture, including without limitation,
Section 9.01 hereof, if:
(a) the Trustee, as paying agent, and the Paying Agents shall have received, in trust for and
irrevocably committed thereto, sufficient money, or
(b) the Trustee shall have received, in trust for and irrevocably committed thereto, noncallable
direct obligations of or obligations guaranteed as to full and timely payment by the United States of America
which are certified by an Independent public accounting firm or such other firm experienced with such
certifications of national reputation to be of such maturities or redemption dates and interest payment dates,
and to bear such interest, as will be sufficient together with any money to which reference is made in
subsection (a) above, without further investment or reinvestment of either the principal amount thereof or
the interest earnings therefrom (which earnings are to be held likewise in trust an d so irrevocably
committed, except as provided herein),
for the payment of all Bond Debt Service Charges on those Bonds at their maturity.
Any money held by the Trustee in accordance with the provisions of this Section may be invested
by the Trustee only in noncallable direct obligations of or obligations guaranteed as to full and timely
payment by the United States of America having maturity dates, or having redemption dates which, at the
option of the Holder of those obligations, shall be not later than t he date or dates at which money will be
required for the purposes described above. To the extent that any income or interest earned by, or increment
to, the investments held under this Section is determined from time to time by the Trustee to be in excess
of the amount required to be held by the Trustee for the purposes of this Section, that income, interest or
increment shall be transferred at the time of that determination in the manner provided in Section 5.08
hereof for transfers of amounts remaining in the Bond Fund.
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If any Bonds shall be deemed paid and discharged pursuant to this Section 9.02, then within fifteen
(15) days after such Bonds are so deemed paid and discharged the Trustee shall cause a written notice to be
given to each Holder as shown on the Register on the date on which such Bonds are deemed paid and
discharged. Such notice shall state the numbers of the Bonds deemed paid and discharged or state that all
Bonds are deemed paid and discharged and shall set forth a description of the obligations held pursuant to
subsection (b) above.
Section 9.03. Survival of Certain Provisions. Notwithstanding the foregoing, any provisions
of the Bond Resolution and this Indenture which relate to the maturity of Bonds, interest payments and
dates thereof, exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or
stolen Bonds, the safekeeping and cancellation of Bonds, the storage and shredding of cancelled Bonds,
non-presentment of Bonds, the holding of money in trust, and repayments to the Borrower from the Bond
Fund, the rebate of money to the United States in accordance with Section 5.09 hereof, and the rights and
duties of the Trustee and the Registrar in connection with all of the foregoing, shall remain in effect and be
binding upon the Trustee, the Registrar, the Authenticating Agents, Paying Agents and the Holders
notwithstanding the release and discharge of this Indenture. The provisions of this Article shall survive the
release, discharge and satisfaction of this Indenture. The obligations of the Borrower to pay the Trustee its
fees and expenses hereunder shall survive the release, discharge and satisfaction of this Indenture.
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ARTICLE X
[RESERVED]
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ARTICLE XI
AMENDMENTS TO LOAN AGREEMENT, REGULATORY
AGREEMENT AND NOTE
Section 11.01. Amendments Not Requiring Consent of Holders. Without the consent of or
notice to the Holders, the Issuer, the Borrower and the Trustee may consent to any amendment, change or
modification of the Loan Agreement, the Regulatory Agreement or the Note as may be required (a) by the
provisions of the Loan Agreement, the Regulatory Agreement or this Indenture; (b) for the purpose of
curing any ambiguity, inconsistency or formal defect or omission in the Loan Agreement, the Regulatory
Agreement or the Note; (c) in connection with an amendment or to effect any purpose for which there could
be an amendment of this Indenture pursuant to Section 8.02 hereof; or (d) in connection with any other
change therein which in the written Opinion of Bond Counsel is not materially adverse to the Holders of
the Bonds, and in the judgment of the Trustee is not materially prejudicial to the Trustee, applying the
standards described in Sections 6.01 and 6.02 hereof The Trustee shall not be responsible for determining
if an amendment has an adverse effect on Bondholders.
Any subsequent amendment to this Indenture or the Loan Agreement is subject to prior written
approval of HUD (so long as the Project is subject to a mortgage insured or held by HUD). No amendment
to this Indenture or the Loan Agreement shall conflict with the provisions of the Program Obligations.
Section 11.02. Amendments Requiring Consent of Holders. Except for the amendments,
changes or modifications contemplated in Section 11.01 hereof, neither the Issuer nor the Trustee shall
consent to:
(a) any amendment, change or modification of the Loan Agreement or the Note which would
change the amount or time as of which Loan Payments are required to be paid, without the giving of notice
as provided in this Section of the proposed amendment, change or modification and receipt of the written
consent thereto of the Holders of all of the then Outstanding Bonds affected by such amendment, change
or modification; or
(b) any other amendment, change or modification of the Loan Agreement, the Regulatory
Agreement or the Note without the giving of notice as provided in this Section of the proposed amendment,
change or modification and receipt of the written consent thereto of the Majority of the Holders of the
Bonds affected by such amendment, change or modification.
The consent of the Holders shall be obtained as provided in Section 8.03 hereof with respect to
Supplemental Indentures.
If the Issuer or the Authorized Borrower Representative shall request at any time the consent of the
Trustee to any proposed amendment, change or modification of the Loan Agreement, the Regulatory
Agreement or the Note contemplated in subsection (a) or (b) above, upon bei ng indemnified satisfactorily
with respect to expenses, the Trustee shall cause notice of the proposed amendment, change or modification
to be provided in the manner which is required by Section 8.03 hereof with respect to notice of
Supplemental Indentures. The notice shall set forth briefly the nature of the proposed amendment, change
or modification and shall state that copies of the instrument or document embodying it are on file at the
designated corporate trust office of the Trustee for inspection by all Holders.
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ARTICLE XII
MEETINGS OF HOLDERS
Section 12.01. Purposes of Meetings. A meeting of Holders may be called at any time and from
time to time pursuant to the provisions of this Article XII, to take any action (a) authorized to be taken by
or on behalf of the Holders of any specified aggregate principal amount of the Bonds; (b) under any
provision of this Indenture; or (c) authorized or permitted by law.
Section 12.02. Call of Meetings. The Trustee may (but shall not be obligated to) call at any time
a meeting of Holders pursuant to Section 12.01 hereof to be held at any reasonable time and place the
Trustee shall determine. Notice of such meeting, setting forth the time, place and generally the subject
thereof, shall be mailed by first-class mail, postage prepaid, not fewer than fifteen (15) nor more than ninety
(90) days prior to the date of the meeting to the Holders at their addresses as they appear on the Register on
the fifteenth day preceding such mailing, which fifteenth day, preceding the mailing, shall be the record
date for the meeting.
At any time, the Issuer or the Borrower, or the Holders of at least twenty-five percent (25%) in
aggregate principal amount of the Bonds then Outstanding, shall have requested the Trustee to call a
meeting of Holders, by written request setting forth the purpose of the meeting, and the Trustee shall not
have mailed the notice of the meeting within twenty (20) days after receipt of the request, the n the Issuer,
the Borrower, the Investor Limited Partner or the Holders of Bonds in the amount above specified may
determine the time and the place of the meeting and may call the meeting to take any action authorized in
Section 12.01 hereof, by mailing notice thereof as provided above.
Any meetings of Holders shall be valid without notice, if the Holders of all Bonds then Outstanding
are present in person or by proxy, or if notice is waived before or after the meeting by the Holders of all
Bonds Outstanding who were not so present at the meeting, and if the Issuer, the Borrower and the Trustee
are either present by duly authorized representatives or have waived notice, before or after the meeting.
Section 12.03. Voting. To be entitled to vote at any meeting of Holders, a Person shall (a) be a
Holder of one (1) or more Outstanding Bonds as of the record date for the meeting as determined above; or
(b) be a person appointed by an instrument or document in writing as proxy by a Person who is a Holder as
of the record date for the meeting, of one (1) or more Outstanding Bonds. Each Holder or proxy shall be
entitled to one vote for each $100,000 principal amount of Bonds held or represented by it.
The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on
which shall be subscribed the signatures of the Holders of Bonds or of their representatives by proxy and
the identifying number or numbers of the Bonds held or represented by them.
Section 12.04. Meetings. Notwithstanding any other provisions of this Indenture, the Trustee
may make any reasonable regulations which it may deem to be advisable for meetings of Holders, with
regard to: (a) proof of the holding of Bonds and of the appointment of proxies; (b) the appointment and
duties of inspectors of votes; (c) recordation of the proceedings of those meetings; (d) the execution,
submission and examination of proxies and other evidence of the right to vote; and (e) any other matters
concerning the conduct, adjournment or reconvening of meetings which it may think fit.
The Trustee shall appoint a temporary chair of the meeting by an instrument or document in writing,
unless the meeting shall have been called by the Issuer, the Borrower or by the Holders, as provided in
Section 12.02 hereof, in which case the Issuer, the Borrower or the Holders calling the meeting, as the case
may be, shall appoint a temporary chair in like manner. A permanent chair and a permanent secretary of
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the meeting shall be elected by vote of the Majority of the Holders of the Bonds represented at the meeting
and entitled to vote.
The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons entitled to vote at the meeting and their counsel, any representatives of the Trustee or Registrar
and their counsel, any representatives of the Issuer and its counsel and any representatives of the Borrower
and its counsel.
Section 12.05. Miscellaneous. Nothing contained in this Article XII shall be deemed or construed
to authorize or permit any hindrance or delay in the exercise of any right or rights conferred upon or reserved
to the Trustee or to the Holders under any of the provisions of this Indenture or of the Bonds by reason of
any call of a meeting of Holders or any rights conferred expressly or impliedly hereunder to make a call.
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ARTICLE XIII
MISCELLANEOUS
Section 13.01. Limitation of Rights. With the exception of rights conferred expressly in this
Indenture, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended
or shall be construed to give to any Person other than the parties hereto, the Registrar, the Authenticating
Agents, the Paying Agents, the Borrower, the Investor Limited Partner and the Holders of the Bonds any
legal or equitable right, remedy, power or claim under or with respect to this Indenture or any covenants,
agreements, conditions and provisions contained herein. This Indenture and all of those covenants,
agreements, conditions and provisions are intended to be, and are, for the sole and exclusive benefit of the
parties hereto, the Registrar, the Paying Agent, the Authenticating Agent, the Borrower, the Investor
Limited Partner and the Holders of the Bonds, as provided herein.
Section 13.02. Severability. In case any section or provision of this Indenture, or any covenant,
agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under
this Indenture, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at
any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any other section
or provision of this Indenture or any other covenant, agreement, stipulation, obligation, act or action, or
part thereof, made, assumed, entered into or taken under this Indenture, all of which shall be construed and
enforced at the time as if the illegal, invalid or inoperable portion were not contained therein.
Any illegality, invalidity or inoperability shall not affect any legal, valid and operable section,
provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be
deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent
permitted by law from time to time.
Section 13.03. Notices. It shall be sufficient service or giving of any notice, request, complaint,
demand or other instrument or document, if mailed by registered or certified mail, postage prepaid, or
forwarded by overnight courier service, delivery charges prepaid (receipt of which to be evidenced by a
signed receipt from such overnight delivery service), or sent by facsimi le or by electronic notice which
produces evidence of transmission (“Electronic Notice”), addressed to the appropriate party at its Notice
Address.
Such notice or other communication shall be deemed given on (a) the third Business Day following
deposit thereof in the mail when mailed by registered or certified mail; (b) the Business Day immediately
following deposit thereof with the overnight courier service when forwarded by an overnight courier
service; and (c) the Business Day immediately following the date specified in the written evidence of
electronic transmission. The Issuer, Trustee, the Borrower, the Investor Limited Partner may, by notice
given as provided in this paragraph, designate any further or different address to which subsequent notices
or other communication shall be sent.
Notwithstanding the above, the Trustee agrees to accept and act upon instructions or directions
pursuant to this Indenture sent in writing or by electronic means by an Authorized Official of the Issuer or
an Authorized Borrower Representative. If the Issuer or the Borrower elects to give the Trustee instructions
by Electronic Notice, the Trustee’s understanding of such instructions shall be deemed controlling. The
Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the
use of such Electronic Notice to submit instructions and directions to the Trustee, including without
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limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse
by third parties.
Any notice given pursuant to Sections 6.09, 6.13, 7.02, 7.03, 8.02, 8.03, 9.02 and 11.02 hereof shall
be simultaneously given to the Rating Agency, if and so long as the Bonds are rated. The foregoing parties
may designate, by written notice given hereunder, any further or different addresses to which any
subsequent notice, request, complaint, demand or other instrument or document shall be sent. The Trustee
shall designate, by written notice to the Issuer, the Borrower and the Investor Limited Partner, the addresses
to which notices or copies thereof shall be sent to the Registrar, the Authenticating Agents and the Paying
Agents. In addition to the foregoing, the Trustee hereby agrees to send written notice to the Rating Agency,
if and so long as the Bonds are rated, upon the occurrence of any of the following events: (i) any change in
the Trustee; (ii) any amendment to the documents; (iii) a payment of all principal and interest on all of the
Bonds; or (iv) any defeasance or acceleration of the Bonds The Trustee shall not, however, be subject to
any liability to any Bondholder or any party to the transaction by reason of its failure to mail any such
notice and any such failure shall not affect the validity of actions which are the subject of such notice..
In connection with any notice mailed pursuant to the provisions of this Indenture, a certificate of
the Trustee, the Issuer, the Registrar, the Authenticating Agents, the Borrower, the Investor Limited Partner
or the Holders of the Bonds, whichever or whoever mailed that notice, that the notice was so mailed shall
be conclusive evidence of the proper mailing of the notice.
Section 13.04. Suspension of Mail and Courier Service. If because of the suspension of
delivery of registered or certified mail or delivery by overnight courier services, the Trustee shall be unable
to mail by registered or certified mail or forward by overnight courier service any notice required to be
given by the provisions of this Indenture, the Trustee shall use its best efforts to give such n otice in such
other manner as in the judgment of the Trustee shall most effectively approximate the required mailing or
forwarding thereof, and the giving of that notice in that manner for all purposes of this Indenture shall be
deemed to be in compliance with the requirements of Section 13.03 hereof. Except as otherwise provided
herein, the mailing of any notice by first class mail, postage prepaid, shall be deemed given on the third
Business Day after upon deposit of that notice in the mail and the giving of any notice by any other means
of delivery shall be deemed complete upon receipt of the notice by the delivery service.
Section 13.05. Payments Due on Saturdays, Sundays and Holidays. If any Interest Payment
Date or a date of maturity of the principal of any Bonds is a Saturday, Sunday or a day on which (a) the
Trustee is required, or authorized or not prohibited, by law (including without limitation, executive orders)
to close and is closed, then payment of interest and principal need not be made by the Trustee or the Paying
Agent on that date, but that payment may be made on the next succeeding business day on which the Trustee
and the Paying Agent are open for business with the same force and effect as if that payment were made on
the Interest Payment Date or date of maturity, and no interest shall accrue for the period after that date; or
(b) a Paying Agent is required, or authorized or not prohibited, by law (including without limitation,
executive orders) to close and is closed, then payment of interest and principal need not be made by that
Paying Agent on that date, but that payment may be made on the next succeeding business day on which
that Paying Agent is open for business with the same force and effect as if that payment were made on the
Interest Payment Date or date of maturity and no interest shall accrue for the period after that date; provided,
that if the Trustee is open for business on the applicable Interest Payment Date or date of maturity, it shall
make any payment required hereunder with respect to payment of interest on Outstanding Bonds and
payment of principal of the Bonds presented to it for payment, regardless of whether the Paying Agent shall
be open for business or closed on the applicable Interest Payment Date or date of maturity.
Section 13.06. Instruments of Holders. Any writing, including without limitation, any consent,
request, direction, approval, objection or other instrument or document, required under this Indenture to be
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executed by any Holder may be in any number of concurrent writings of similar tenor and may be executed
by that Holder in person or by an agent or attorney appointed in writing. Proof of (a) the execution of any
writing, including without limitation, any consent, request, direction, approval, objection or other
instrument or document; (b) the execution of any writing appointing any agent or attorney; and (c) the
ownership of Bonds, shall be sufficient for any of the purposes of this Indenture, if made in the following
manner, and if so made, shall be conclusive in favor of the Trustee with regard to any action taken
thereunder, namely:
(i) The fact and date of the execution by any person of any writing may be proved by
the certificate of any officer in any jurisdiction, who has power by law to take acknowledgments
within that jurisdiction, that the person signing the writing acknowledged that execution before that
officer, or by affidavit of any witness to that execution; and
(ii) The fact of ownership of Bonds shall be proved by the Register maintained by the
Registrar.
Nothing contained herein shall be construed to limit the Trustee to the foregoing proof, and the
Trustee may accept any other evidence of the matters stated therein which it deems to be sufficient. Any
writing, including without limitation, any consent, request, direction, approval, objection or other
instrument or document, of the Holder of any Bond shall bind every future Holder of the same Bond, with
respect to anything done or suffered to be done by the Issuer, the Borrower, the T rustee, the Registrar or
the Paying Agent or Authenticating Agent pursuant to that writing.
Section 13.07. Priority of this Indenture. This Indenture shall be superior to any liens which
may be placed upon the Issuer Revenues or any other funds or accounts created pursuant to this Indenture.
Section 13.08. Extent of Covenants; No Personal Liability. All covenants, stipulations,
obligations and agreements of the Issuer contained in this Indenture are and shall be deemed to be
covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized by the Act
and permitted by the Constitution of the State. No covenant, stipulation, obligation or agreement of the
Issuer contained in this Indenture shall be deemed to be a covenant, stipulation, obligation or agreement of
any present or future member, officer, agent or employee of the Issuer or the City Council of the Issuer in
other than that person’s official capacity. Neither the members of the City Council of the Issuer nor any
official executing the Bonds, this Indenture, the Loan Agreement or any amendment or supplement hereto
or thereto shall be liable personally on the Bonds or be subject to any personal liability or accountability by
reason of the issuance or execution hereof or thereof.
Section 13.09. Binding Effect. This Indenture shall inure to the benefit of and shall be binding
upon the Issuer and the Trustee and their respective successors and assigns, subject, however, to the
limitations contained herein.
Section 13.10. Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be regarded as an original and all of which shall constitute but one and the same
instrument.
Section 13.11. Governing Law. This Indenture and the Bonds shall be deemed to be contracts
made under the laws of the State and for all purposes shall be governed by and construed in accordance
with the laws of the State.
Section 13.12. Security Advice Waiver. The Issuer acknowledges that regulations of the
Comptroller of the Currency grant the Borrower the right to receive brokerage confirmations of the security
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transactions as they occur. Pursuant to Section 2.2(r) of the Loan Agreement, the Borrower specifically
waives such notification to the extent permitted by law and will receive periodic cash transaction statements
that will detail all investment transactions.
Section 13.13. Patriot Act. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. For a non-individual person such as a business entity, a
charity, a trust or other legal entity the Trustee will request documentation to verify its forma tion and
existence as a legal entity. Furthermore, if required by the Patriot Act, Trustee may request financial
statements, licenses, identification and authorization documents from individuals claiming authority to
represent the entity or other relevant documentation The Issuer covenants and agrees to provide or cause to
be provided documentation as reasonably requested or required by the Trustee to enable the Trustee to
satisfy the requirements of the USA Patriot Act as described in this section.
Section 13.14 FHA Federal Laws and Requirements Control. Notwithstanding anything in
this Indenture or the Loan Agreement to the contrary:
(a) The Borrower, the Trustee, and the Issuer acknowledge that this Indenture and the Loan
Agreement, and any obligations of the Borrower under the Loan Agreement, are subject and subordinate to
the FHA Loan Documents and the Program Obligations. Notwithstanding any provision in this Indenture
or the Loan Agreement to the contrary, no obligations of the Borrower under the Loan Agreement shall be
payable except from (1) Surplus Cash; (2) funds that are not derived from (i) revenues of the Project (as
defined in the FHA Mortgage), (ii) the proceeds of the FHA Note, or (iii) any reserve or deposit made with
the FHA Lender or any other party as required by HUD in connection with the FHA Loan Documents; or
(3) FHA Lender Funds which have been deposited into the Collateral Fund by or at the direction of the
FHA Lender (collectively, “Non-Project Sources”). No claims or actions shall be made (or payable) under
this Indenture against the Project, the FHA Lender, the proceeds of the FHA Note, or the assets of the
Borrower, except from Non-Project Sources. In addition, the rights and obligations of the parties under this
Indenture and all other documents evidencing, implementing, or securing this Indenture (collectively, the
“Subordinate Bond Documents”) are and shall be subordinated in all respects to the rights and obligations
of the parties to and under the FHA Loan Documents. In the event of any conflict between the provisions
of (A) this Indenture or the Subordinate Bond Documents and (B) the provisions of the FHA Loan
Documents or the Program Obligations, the provisions of the FHA Loan Documents or the Program
Obligations shall control. The provisions of this Section 13.14 shall control over any inconsistent
provisions in this Indenture or the Subordinate Bond Documents.
(b) Any subsequent amendment to this Indenture or the Loan Agreement is subject to prior
written approval of HUD (so long as the Project is subject to a mortgage insured or held by HUD). No
amendment to this Indenture or the Loan Agreement shall conflict with the provisions of the Program
Obligations.
(c) The Bonds are not a debt of the United States of America, HUD, FHA, GNMA or any other
agency or instrumentality of the federal government, and are not guaranteed by the full faith and credit of
the United States or any agency or instrumentality thereof.
(d) There is no pledge hereunder or under the Loan Agreement of the gross revenues or any of
the assets of the Project.
(e) Neither a default under this Indenture nor under the Loan Agreement shall constitute a
default under the FHA Loan Documents related to the Project.
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Item 14.
73
(f) Nothing contained herein or in the Loan Agreement shall inhibit or impair the right of FHA
to require or agree to any amendment, change or modification of any FHA Loan Documents related to the
Project for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in regard to matters or questions arising under said FHA Loan
Documents so long as any such amendment, change or modification shall not adversely affect the payment
terms of the Bonds.
(g) Neither the Issuer, the Trustee, nor any of the Holders has or shall be entitled to assert any
claim against the Project, any reserves or deposits required by HUD in connection with the Project, or the
rents or deposits or other income of the Project.
(h) Proceeds from any condemnation award or from the payment of a claim under any hazard
insurance policy relating to the Project will not be payable to the Trustee, but will be payable in accordance
with the FHA Loan Documents.
(i) Nothing contained herein or in the Loan Agreement shall require the FHA Lender to take
any actions to preserve the tax exemption of the interest on the low-income housing tax credits for the
Project (the “Tax Credits”) or the Bonds, or prohibits the FHA Lender from taking any action that might
jeopardize the tax exemption of the Bonds or the availability of the Tax Credits, except in strict accordance
with the National Housing Act, applicable mortgage insurance regulations, the FHA Loan Documents, or,
if applicable, Section 8 of the U.S. Housing Act of 1937 and the regulations thereunder.
(j) HUD requires the following be inserted into this Indenture:
“In the event of an assignment or conveyance of the mortgage to the Commissioner, subsequent to the
issuance of the bonds, all money remaining in all funds and accounts other than the rebate fund, and any
other funds remaining under the trust indenture after payment or provision for payment of debt service on
the bonds and the fees and expenses of the credit enhancer, issuer, trustee, and other such parties unrelated
to the mortgagor (other than funds originally deposited by the mortgagor or related parties on or before the
date of issuance of the bonds) shall be returned to the mortgagee.”
It is understood that “mortgage” means the FHA Mortgage, “Commissioner” is defined in the FHA Loan
Documents, “bonds” means the Bonds, “rebate fund” means the Rebate Fund, “the trust indenture” means
this Indenture, there is no credit enhancer, “issuer” means the Issuer, “trustee” means Trustee, and
“mortgagor” means the Borrower.
(The remainder of this page is intentionally left blank.)
268
Item 14.
S-1
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture of Trust to be
executed and delivered by duly authorized officers thereof as of the date and year first written above.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
269
Item 14.
S-2
Execution page of the Trustee to the Indenture of Trust, dated as of the date and year first written above.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By
Its Vice President
270
Item 14.
A-1-1
EXHIBIT A-1
FORM OF SERIES A BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
No. R-____ $_________________
MULTIFAMILY HOUSING REVENUE BOND
(42ND & CENTRAL APARTMENTS PROJECT)
SERIES 2022A
Initial
Interest Rate Maturity
Date of
Original Issue CUSIP Number
Initial Mandatory
Tender Date
_____% July 1, 2025 June [__], 2022 July 1, 2024
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: __________________________________________ DOLLARS
The City of Columbia Heights, Minnesota, a municipal corporation, home rule city, and political
subdivision of the State of Minnesota (the “Issuer”), for value received, promises to pay to the Registered
Owner specified above or registered assigns, but solely from the sources and in the manner referred to
herein, the principal amount on the maturity date specified above (subject to optional redemption as set
forth herein), which shall be equal to $_________________, and to pay from those sources interest thereon
at the aforesaid interest rate on (a) each January 1 and July 1, commencing January 1, 2023; (b) any date
the Bonds are called for redemption prior to maturity; (c) each Mandatory Tender Date; (d) the Maturity
Date; and (e) the date of acceleration of the Bonds (each an “Interest Payment Date”) until the principal
amount is paid or duly provided for. This Bond will bear interest from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from its date of
delivery. Any capitalized terms not defined herein shall have the meanings given to them in the Indenture
(hereinafter defined).
This Bond shall bear interest during each Interest Period at a rate per annum equal to the Interest
Rate. Interest on the Bonds shall be calculated on the basis of a three hundred sixty (360) day year consisting
of twelve (12) thirty (30) day months.
For purposes of calculating such interest:
“Interest Period” means, initially, the period from the Closing Date to and including November 30,
2022, and thereafter, the period commencing on each succeeding Interest Payment Date and ending on the
last day of that month preceding the next Interest Payment Date.
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Item 14.
A-1-2
“Interest Rate” means [______________]% to but not including the Initial Mandatory Tender Date
and thereafter, the applicable Remarketing Rate.
The principal of this Bond is payable upon presentation and surrender hereof at the designated
corporate trust office of the trustee, presently U.S. Bank Trust Company, National Association, a national
banking association in Saint Paul, Minnesota (the “Trustee”). Interest is payable on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond (or one or more predecessor bonds)
is registered (the “Holder”) at the close of business on the fifteenth day of the calendar month next preceding
that Interest Payment Date (the “Regular Record Date”) on the registration books for this issue maintained
by the Trustee, as Registrar, at the address appearing therein. Any interest which is not timely paid or duly
provided for shall cease to be payable to the Holder hereof (or of one (1) or more predecessor bonds) as of
the Regular Record Date, and shall be payable to the Holder hereof (or of one or more predecessor bonds)
at the close of business on a Special Record Date to be fixed by the Trustee for the payment of that overdue
interest. Notice of the Special Record Date shall be mailed to Holders not less than ten (10) days prior
thereto. The principal of and interest on this Bond are payable in lawful money of the United States of
America, without deduction for the services of the paying agent. While the Bonds are held in a book-entry
system and in certain other circumstances, all as provided in the Indenture, principal of and interest on this
Bond is required to be paid by wire transfer or other arrangement, other than any payment of the entire
unpaid principal amount hereof.
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE
SOLELY FROM THE TRUST ESTATE PLEDGED UNDER THE INDENTURE AND NOT FROM
ANY OTHER REVENUES, FUNDS OR ASSETS OF THE ISSUER. THE BONDS ARE NOT
GENERAL OBLIGATIONS, DEBT OR BONDED INDEBTEDNESS OF THE ISSUER OR THE STATE
OF MINNESOTA (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF, AND THE
HOLDER THEREOF DOES NOT HAVE THE RIGHT TO HAVE TAXES LEVIED BY THE ISSUER
OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF THE
PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST ON THE BONDS.
NO MEMBER, OFFICER, AGENT, EMPLOYEE OR ATTORNEY OF THE ISSUER,
INCLUDING ANY PERSON EXECUTING THE INDENTURE OR THE BONDS, SHALL BE LIABLE
PERSONALLY ON THE BONDS OR FOR ANY REASON RELATING TO THE ISSUANCE OF THE
BONDS. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR THE
INTEREST ON THE BONDS, OR FOR ANY CLAIM BASED ON THE BONDS, OR OTHERWISE IN
RESPECT OF THE BONDS, OR BASED ON OR IN RESPECT OF THE INDENTURE OR ANY
SUPPLEMENTAL INDENTURE, AGAINST ANY MEMBER, OFFICER, EMPLOYEE OR AGENT,
AS SUCH, OF THE ISSUER OR ANY SUCCESSOR, WHETHER BY VIRTUE OF ANY
CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY
ASSESSMENT OR PENALTY OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE
ACCEPTANCE OF THIS BOND AND AS PART OF THE CONSIDERATION FOR THE ISSUE OF
THE BONDS, EXPRESSLY WAIVED AND RELEASED.
This Bond is one of a duly authorized issue of Multifamily Housing Revenue Bonds (42nd &
Central Apartments Project), Series 2022A (the “Bonds”), issuable under the Indenture of Trust, dated as
of June 1, 2022 (the “Indenture”), between the Issuer and the Trustee, in the original aggregate principal
amount of $9,885,000, and issued for the purpose of making a loan (the “Loan”) to the Borrower described
therein (the “Borrower”) to pay a portion of the costs of acquiring, constructing, and equipping the Project,
as described in the Indenture and the Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the Issuer and the Borrower. The Bonds are special, limited obligations of the Issuer, issued or to
be issued under and are to be secured and entitled equally and ratably to the protection given by the
Indenture. The Bonds are issued pursuant to, under authority of and in compliance with the laws of the
272
Item 14.
A-1-3
State, including without limitation Minnesota Statutes, Chapters 462C and 474A, as amended, and a
resolution duly enacted by the City Council of the Issuer.
The Bonds are subject to optional redemption, in whole, at a price equal to the principal amount
thereof plus accrued interest to the date fixed for redemption, on any Business Day on and after the later to
occur of (i) the Optional Redemption Date; or (ii) the date the Borrower has provided written n otice to the
Trustee that the Project has been placed in service under Section 42 of the Code, in the event the Borrower
prepays the Note and amounts are paid from the proceeds of refunding bonds or otherwise from Available
Money upon the written direction of the Borrower delivered to the Issuer and the Trustee. Notwithstanding
the foregoing, the Bonds shall not be subject to optional redemption unless there shall be in place at the
time the Trustee gives the notice of redemption pursuant to the Indenture arrangements enabling the Trustee
to liquidate, if needed, on or prior to the date of redemption the Eligible Investments on deposit in the
Special Funds, without need for further investment, for an aggregate amount of money sufficient to pay the
redemption price of the Bonds on the date fixed for redemption.
The Bonds shall be redeemed in whole at a redemption price of one hundred percent (100%) of the
principal amount of such Bonds, plus accrued interest to the redemption date, on any Mandatory Tender
Date upon the occurrence of any of the following events: (a) the Borrower has previously elected not to
cause the remarketing of the Bonds; (b) the conditions to remarketing set forth in the Indenture have not
been met by the dates and times set forth in the Indenture; or (c) the proceeds of a remarketing on deposit
in the Remarketing Proceeds Account at 11:00 a.m. Local Time on the Mandatory Tender Date are
insufficient to pay the purchase price of the Outstanding Bonds on such Mandatory Tender Date. Bonds
subject to redemption in accordance with this paragraph shall be redeemed from (i) amounts on deposit in
the Collateral Fund; (ii) amounts on deposit in the Interest Account of the Bond Fund; (iii) amounts on
deposit in the Project Fund; and (iv) any other Available Money available or made available for such
purpose at the direction of the Borrower.
The Bonds are subject to mandatory tender prior to their stated maturity in whole on each
Mandatory Tender Date. Holders will not have the right to elect to retain their Bonds. Upon presentation
and surrender of the Bonds by the Holder on the date fixed for tender, the Holder shall be paid the principal
amount of the Bonds to be tendered, plus accrued interest on such Bonds to the tender date.
Reference is made to the Indenture for a more complete description of the Project, the provisions,
among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and
obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon
which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the
provisions of the Indenture.
Pursuant to the Loan Agreement, the Borrower has executed and delivered to the Trustee the
Borrower’s promissory note, dated of even date herewith (the “Note”), in the principal amount up to
$9,885,000. The Borrower is required by the Loan Agreement and the Note to make payments to the
Trustee in the amounts and at the times necessary to pay the principal of and interest (the “Bond Debt
Service Charges”) on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the
payment of the Bond Debt Service Charges on the Bonds, the Issuer’s right, title and interest in and to the
Loan Agreement, except for Unassigned Issuer’s Rights. To secure its compliance with certain covenants
in the Loan Agreement, the Borrower has executed and delivered a Regulatory Agreement, dated as of June
1, 2022, but effective as of the date hereof (the “Regulatory Agreement”), between the Issuer, the Borrower,
and the Trustee.
Copies of the Indenture, the Loan Agreement, the Regulatory Agreement and the Note are on file
in the principal corporate trust office of the Trustee.
273
Item 14.
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The Bond Debt Service Charges on the Bonds are payable solely from the Issuer Revenues, as
provided in the Indenture (being, generally, the amounts payable under the Loan Agreement and the Note
in repayment of the Loan, deposits to the Collateral Fund and any unexpended proceeds of the Bonds), and
are an obligation of the Issuer only to the extent of the Issuer Revenues. The Bonds are not secured by an
obligation or pledge of any money raised by taxation and do not represent or constitute a debt or pledge of
the faith and credit of the Issuer.
The Bonds are issuable only as fully registered bonds and, except as hereinafter provided, in printed
or typewritten form, registered in the name of Cede & Co. as nominee of The Depository Trust Company,
New York, New York (“DTC”), which shall be considered to be the Holder for all purposes of the Indenture,
including, without limitation, payment by the Issuer of Bond Debt Service Charges, and receipt of notices
to, giving of consents by and exercise of rights of, Holders. There shall be a single Bond representing each
maturity, and all Bonds shall be immobilized in the custody of DTC with the owners of beneficial interests
in those Bonds (the “book-entry interests”) having no right to receive from the Issuer Bonds in the form of
physical securities or certificates. Ownership of book-entry interests in the Bonds shall be shown by book
entry on the system maintained and operated by DTC, its participants (the “Participants”) and certain
persons acting through the Participants, and transfers of ownership of book-entry interests shall be made
only by that book-entry system, the Issuer and the Trustee having no responsibility therefor. DTC is to
maintain records of the positions of Participants in the Bonds, and the Participants and persons ac ting
through Participants are to maintain records of the purchasers and owners of book -entry interests in the
Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another
Depository or to another nominee of a Depository, without further action by the Issuer and otherwise at the
expense of the Borrower.
If any Depository determines not to continue to act as a Depository for the Bonds for use in a
book-entry system, the Issuer may attempt to have established a securities depository/book-entry system
relationship with another qualified Depository under the Indenture. If the Issuer does not or is unable to do
so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of
book-entry interests by the then Depository, shall permit withdrawal of the Bonds from the Depository, and
authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000, or any
integral multiple thereof) to the assignees of the Depository or its nominee, all at the cost and expense
(including costs of printing or otherwise preparing and delivering replacement Bond certificates) of those
persons requesting such authentication and delivery, if the event is not the result of Issuer action or inaction
(including action at the request of the Borrower).
The Indenture permits certain amendments or supplements to the Indenture, the Loan Agreement,
the Regulatory Agreement and the Note not prejudicial to the Holders to be made without the consent of or
notice to the Holders, and certain other amendments or supplements thereto to be made with the consent of
the Holders of not less than a Majority of the Holders of the Bonds.
The Holder of each Bond has only those remedies provided in the Indenture.
The Bonds shall not constitute the personal obligation, either jointly or severally, of the members
of the City Council of the Issuer or of any other officer of the Issuer. No recourse shall be had for the
payment of the Bonds against any elected or appointed officer, employee or agent of the Issuer, and no
elected or appointed officer, employee or agent of the Issuer shall have any monetary liability arising out
the Issuer’s obligations under the Bonds, or in connection with any covenant, representation or warranty
made by the Issuer.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed.
274
Item 14.
A-1-5
It is certified and recited that there have been performed and have happened in regular and due
form, as required by law, all acts and conditions necessary to be done or performed by the Issuer or to have
happened (a) precedent to and in the issuing of the Bonds in order to make them legal, valid and binding
special limited obligations of the Issuer; and (b) precedent to and in the execution and delivery of the
Indenture and the Loan Agreement; that payment in full for the Bonds has been received; and that the Bonds
do not exceed or violate any constitutional or statutory limitation.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed.
IN WITNESS WHEREOF, the City of Columbia Heights, Minnesota, by its governing body, has
caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officials and
by the manual signature of a Responsible Agent of the Trustee acting as authenticating agent.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
_____________________________
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Indenture.
Date of Registration and Authentication: June [__], 2022.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By
Authorized Officer
_____________________________
ASSIGNMENT
275
Item 14.
A-1-6
For value received, the undersigned hereby sells, assigns and transfers unto
_______________________________ the within Bond and irrevocably constitutes and appoints
______________________________ attorney to transfer that Bond on the books kept for registration
thereof, 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 whatsoever.
Signature Guaranteed:
Please insert social security number or other
tax identification number of transferee
_____________________________________
Unless this certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
Signature guarantee shall be made by a guarantor
institution participating in the Securities Transfer
Agent Medallion Program or in such other
guarantee program acceptable to the Registrar.
276
Item 14.
A-2-1
EXHIBIT A-2
FORM OF SERIES B BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF COLUMBIA HEIGHTS
No. R-____ $_________________
MULTIFAMILY HOUSING REVENUE BOND
(42ND & CENTRAL APARTMENTS PROJECT)
SERIES 2022B
Initial
Interest Rate Maturity
Date of
Original Issue CUSIP Number
Initial Mandatory
Tender Date
_____% July 1, 2025 [________], 2022 July 1, 2024
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: __________________________________________ DOLLARS
The City of Columbia Heights, Minnesota, a municipal corporation, home rule city, and political
subdivision of the State of Minnesota (the “Issuer”), for value received, promises to pay to the Registered
Owner specified above or registered assigns, but solely from the sources and in the manner referred to
herein, the principal amount on the maturity date specified above (subject to optional redemption as set
forth herein), which shall be equal to $_________________, and to pay from those sources interest thereon
at the aforesaid interest rate on (a) each January 1 and July 1, commencing January 1, 2023; (b) any date
the Bonds are called for redemption prior to maturity; (c) each Mandatory Tender Date; (d) the Maturity
Date; and (e) the date of acceleration of the Bonds (each an “Interest Payment Date”) until the principal
amount is paid or duly provided for. This Bond will bear interest from the most recent date to which interest
has been paid or duly provided for or, if no interest has been paid or duly provide d for, from its date of
delivery. Any capitalized terms not defined herein shall have the meanings given to them in the Indenture
(hereinafter defined).
This Bond shall bear interest during each Interest Period at a rate per annum equal to the Interest
Rate. Interest on the Bonds shall be calculated on the basis of a three hundred sixty (360) day year consisting
of twelve (12) thirty (30) day months.
For purposes of calculating such interest:
“Interest Period” means, initially, the period from the Date of Original Issue to and including
November 30, 2022, and thereafter, the period commencing on each succeeding Interest Payment Date and
ending on the last day of that month preceding the next Interest Payment Date.
277
Item 14.
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“Interest Rate” means [______________]% to but not including the Initial Mandatory Tender Date
and thereafter, the applicable Remarketing Rate.
The principal of this Bond is payable upon presentation and surrender hereof at the designated
corporate trust office of the trustee, presently U.S. Bank Trust Company, National Association, a national
banking association in Saint Paul, Minnesota (the “Trustee”). Interest is payable on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond (or one or more predecessor bo nds)
is registered (the “Holder”) at the close of business on the fifteenth day of the calendar month next preceding
that Interest Payment Date (the “Regular Record Date”) on the registration books for this issue maintained
by the Trustee, as Registrar, at the address appearing therein. Any interest which is not timely paid or duly
provided for shall cease to be payable to the Holder hereof (or of one (1) or more predecessor bonds) as of
the Regular Record Date, and shall be payable to the Holder hereof (or of one or more predecessor bonds)
at the close of business on a Special Record Date to be fixed by the Trustee for the payment of that overdue
interest. Notice of the Special Record Date shall be mailed to Holders not less than ten (10) days prior
thereto. The principal of and interest on this Bond are payable in lawful money of the United States of
America, without deduction for the services of the paying agent. While the Bonds are held in a book-entry
system and in certain other circumstances, all as provided in the Indenture, principal of and interest on this
Bond is required to be paid by wire transfer or other arrangement, other than any payment of the entire
unpaid principal amount hereof.
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE
SOLELY FROM THE TRUST ESTATE PLEDGED UNDER THE INDENTURE AND NOT FROM
ANY OTHER REVENUES, FUNDS OR ASSETS OF THE ISSUER. THE BONDS ARE NOT
GENERAL OBLIGATIONS, DEBT OR BONDED INDEBTEDNESS OF THE ISSUER OR THE STATE
OF MINNESOTA (THE “STATE”) OR ANY POLITICAL SUBDIVISION THEREOF, AND THE
HOLDER THEREOF DOES NOT HAVE THE RIGHT TO HAVE TAXES LEVIED BY THE ISSUER
OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF FOR THE PAYMENT OF THE
PRINCIPAL AND PREMIUM, IF ANY, AND INTEREST ON THE BONDS.
NO MEMBER, OFFICER, AGENT, EMPLOYEE OR ATTORNEY OF THE ISSUER,
INCLUDING ANY PERSON EXECUTING THE INDENTURE OR THE BONDS, SHALL BE LIABLE
PERSONALLY ON THE BONDS OR FOR ANY REASON RELATING TO THE ISSUANCE OF THE
BONDS. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR THE
INTEREST ON THE BONDS, OR FOR ANY CLAIM BASED ON THE BONDS, OR OTHERWISE IN
RESPECT OF THE BONDS, OR BASED ON OR IN RESPECT OF THE INDENTURE OR ANY
SUPPLEMENTAL INDENTURE, AGAINST ANY MEMBER, OFFICER, EMPLOYEE OR AGENT,
AS SUCH, OF THE ISSUER OR ANY SUCCESSOR, WHETHER BY VIRTUE OF ANY
CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY
ASSESSMENT OR PENALTY OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE
ACCEPTANCE OF THIS BOND AND AS PART OF THE CONSIDERATION FOR THE ISSUE OF
THE BONDS, EXPRESSLY WAIVED AND RELEASED.
This Bond is one of a duly authorized issue of Multifamily Housing Revenue Bonds (42nd &
Central Apartments Project), Series 2022B (the “Bonds”), issuable under the Indenture of Trust, dated as
of June 1, 2022 (the “Indenture”), between the Issuer and the Trustee, in the original aggregate principal
amount of $______, and issued for the purpose of making a loan (the “Loan”) to the Borrower described
therein (the “Borrower”) to pay a portion of the costs of acquiring, constructing, and equipping the Project,
as described in the Indenture and the Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the Issuer and the Borrower. The Bonds are special, limited obligations of the Issuer, issued or to
be issued under and are to be secured and entitled equally and ratably to the protection given by the
Indenture. The Bonds are issued pursuant to, under authority of and in compliance with the laws of the
278
Item 14.
A-2-3
State, including without limitation Minnesota Statutes, Chapters 462C and 474A, as amended, and a
resolution duly enacted by the City Council of the Issuer.
The Bonds are subject to optional redemption, in whole, at a price equal to the principal amount
thereof plus accrued interest to the date fixed for redemption, on any Business Day on and after the later to
occur of (i) the Optional Redemption Date; or (ii) the date the Borrower has provided written notice to the
Trustee that the Project has been placed in service under Section 42 of the Code, in the event the Borrower
prepays the Note and amounts are paid from the proceeds of refunding bonds or otherwise from Available
Money upon the written direction of the Borrower delivered to the Issuer and the Trustee. Notwithstanding
the foregoing, the Bonds shall not be subject to optional redemption unless there shall be in place at the
time the Trustee gives the notice of redemption pursuant to the Indenture arrangements enabling the Trustee
to liquidate, if needed, on or prior to the date of redemption the Eligible Investments on deposit in the
Special Funds, without need for further investment, for an aggregate amount of money sufficient to pay the
redemption price of the Bonds on the date fixed for redemption.
The Bonds shall be redeemed in whole at a redemption price of one hundred percent (100%) of the
principal amount of such Bonds, plus accrued interest to the redemption date, on any Mandatory Tender
Date upon the occurrence of any of the following events: (a) the Borrower has previously elected not t o
cause the remarketing of the Bonds; (b) the conditions to remarketing set forth in the Indenture have not
been met by the dates and times set forth in the Indenture; or (c) the proceeds of a remarketing on deposit
in the Remarketing Proceeds Account at 11:00 a.m. Local Time on the Mandatory Tender Date are
insufficient to pay the purchase price of the Outstanding Bonds on such Mandatory Tender Date. Bonds
subject to redemption in accordance with this paragraph shall be redeemed from (i) amounts on deposit in
the Collateral Fund; (ii) amounts on deposit in the Interest Account of the Bond Fund; (iii) amounts on
deposit in the Project Fund; and (iv) any other Available Money available or made available for such
purpose at the direction of the Borrower.
The Bonds are subject to mandatory tender prior to their stated maturity in whole on each
Mandatory Tender Date. Holders will not have the right to elect to retain their Bonds. Upon presentation
and surrender of the Bonds by the Holder on the date fixed for tender, the Holder shall be paid the principal
amount of the Bonds to be tendered, plus accrued interest on such Bonds to the tender date.
Reference is made to the Indenture for a more complete description of the Project, the provisions,
among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and
obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon
which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the
provisions of the Indenture.
Pursuant to the Loan Agreement, the Borrower has executed and delivered to the Trustee the
Borrower’s promissory note, dated of even date herewith (the “Note”), in the principal amount up to
$______. The Borrower is required by the Loan Agreement and the Note to make payments to the Trustee
in the amounts and at the times necessary to pay the principal of and interest (the “Bond Debt Service
Charges”) on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment
of the Bond Debt Service Charges on the Bonds, the Issuer’s right, title and interest in and to the Loan
Agreement, except for Unassigned Issuer’s Rights. To secure its compliance with certain covenants in the
Loan Agreement, the Borrower has executed and delivered a Regulatory Agreement, dated as of June 1,
2022, but effective as of the date hereof (the “Regulatory Agreement”), between the Issuer, the Borrower,
and the Trustee.
Copies of the Indenture, the Loan Agreement, the Regulatory Agreement and the Note are on file
in the principal corporate trust office of the Trustee.
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The Bond Debt Service Charges on the Bonds are payable solely from the Issuer Revenues, as
provided in the Indenture (being, generally, the amounts payable under the Loan Agreement and the Note
in repayment of the Loan, deposits to the Collateral Fund and any unexpended proceeds of the Bonds), and
are an obligation of the Issuer only to the extent of the Issuer Revenues. The Bonds are not secured by an
obligation or pledge of any money raised by taxation and do not represent or constitute a debt or pledge of
the faith and credit of the Issuer.
The Bonds are issuable only as fully registered bonds and, except as hereinafter provided, in printed
or typewritten form, registered in the name of Cede & Co. as nominee of The Depository Trust Company,
New York, New York (“DTC”), which shall be considered to be the Holder for all purposes of the Indenture,
including, without limitation, payment by the Issuer of Bond Debt Service Charges, and receipt of notices
to, giving of consents by and exercise of rights of, Holders. There shall be a single Bond representing each
maturity, and all Bonds shall be immobilized in the custody of DTC with the owners of beneficial interests
in those Bonds (the “book-entry interests”) having no right to receive from the Issuer Bonds in the form of
physical securities or certificates. Ownership of book-entry interests in the Bonds shall be shown by book
entry on the system maintained and operated by DTC, its participants (the “Participants”) and certain
persons acting through the Participants, and transfers of ownership of book-entry interests shall be made
only by that book-entry system, the Issuer and the Trustee having no responsibility therefor. DTC is to
maintain records of the positions of Participants in the Bonds, and the Participants and persons acting
through Participants are to maintain records of the purchasers and owners of book -entry interests in the
Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another
Depository or to another nominee of a Depository, without further action by the Issuer and otherwise at the
expense of the Borrower.
If any Depository determines not to continue to act as a Depository for the Bonds for use in a
book-entry system, the Issuer may attempt to have established a securities depository/book-entry system
relationship with another qualified Depository under the Indenture. If the Issuer does not or is unable to do
so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of
book-entry interests by the then Depository, shall permit withdrawal of the Bonds from the Depository, and
authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000, or any
integral multiple thereof) to the assignees of the Depository or its nominee, all at the cost and expense
(including costs of printing or otherwise preparing and delivering replacement Bond certificates) of those
persons requesting such authentication and delivery, if the event is not the result of Issuer action or inaction
(including action at the request of the Borrower).
The Indenture permits certain amendments or supplements to the Indenture, the Loan Agreement,
the Regulatory Agreement and the Note not prejudicial to the Holders to be made without the consent of or
notice to the Holders, and certain other amendments or supplements thereto to be made with the consent of
the Holders of not less than a Majority of the Holders of the Bonds.
The Holder of each Bond has only those remedies provided in the Indenture.
The Bonds shall not constitute the personal obligation, either jointly or severally, of the members
of the City Council of the Issuer or of any other officer of the Issuer. No recourse shall be had for the
payment of the Bonds against any elected or appointed officer, employee or agent of the Issuer, and no
elected or appointed officer, employee or agent of the Issuer shall have any monetary liability arising out
the Issuer’s obligations under the Bonds, or in connection with any covenant, representation or warranty
made by the Issuer.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed.
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It is certified and recited that there have been performed and have happened in regular and due
form, as required by law, all acts and conditions necessary to be done or performed by the Issuer or to have
happened (a) precedent to and in the issuing of the Bonds in order to make them legal, valid and binding
special limited obligations of the Issuer; and (b) precedent to and in the execution and delivery of the
Indenture and the Loan Agreement; that payment in full for the Bonds has been received; and that the Bonds
do not exceed or violate any constitutional or statutory limitation.
This Bond shall not be entitled to any security or benefit under the Indenture or be valid or become
obligatory for any purpose until the certificate of authentication hereon shall have been signed.
IN WITNESS WHEREOF, the City of Columbia Heights, Minnesota, by its governing body, has
caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officials and
by the manual signature of a Responsible Agent of the Trustee acting as authenticating agent.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
_____________________________
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Indenture.
Date of Registration and Authentication: [_______], 2022.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By
Authorized Officer
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_____________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_______________________________ the within Bond and irrevocably constitutes and appoints
______________________________ attorney to transfer that Bond on the books kept for registration
thereof, 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 whatsoever.
Signature Guaranteed:
Please insert social security number or other
tax identification number of transferee
_____________________________________
Unless this certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
Signature guarantee shall be made by a guarantor
institution participating in the Securities Transfer
Agent Medallion Program or in such other
guarantee program acceptable to the Registrar.
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CL162-60-781795.v2
EXHIBIT B
NOTICE OF MANDATORY TENDER
Notice of Mandatory Tender
to the Holders of
$[9,885,000][_____________]
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022[A][B]
CUSIP Number: _____________
Interest Rate: __________%
Maturity Date: July 1, 2025
Mandatory Tender Date: July 1, 2024
Principal Amount: $[9,885,000][_____________]
NOTICE IS HEREBY GIVEN that all bonds referenced above that are Outstanding (the “Bonds”) are
subject to mandatory tender for purchase on July 1, 2024 (the “Mandatory Tender Date”) pursuant to the
terms of the Indenture of Trust, dated as of June 1, 2022 (the “Indenture”), between the City of Columbia
Heights, Minnesota (the “Issuer”) and U.S. Bank Trust Company, National Association, a national banking
association (the “Trustee”).
In accordance with Section 4.03 of the Indenture, the Bonds are subject to mandatory tender in whole and
not in part on the Mandatory Tender Date and shall be purchased at a price equal to one hundred percent
(100%) of the principal amount of such Bonds, plus accrued interest to the Mandatory Tender Date.
No later than 12:00 Noon, local time, on the Mandatory Tender Date, the Holders shall deliver the Bonds
to the Trustee. The Holders do not have the right to elect to retain their Bonds and any Bonds not
tendered will nevertheless be deemed to have been tendered and will cease to bear interest from and
after the Mandatory Tender Date.
Any capitalized terms not defined herein shall have the meanings given to them in the Indenture.
Payment of the Bonds will be made on and after the Mandatory Tender Date upon presentation to:
U.S. Bank Trust Company, National Association
Corporate Trust Services
111 Fillmore Avenue East
St. Paul, MN 55107
You are hereby advised that the above bonds are no longer eligible for reregistration or transfer to another
owner.
Mail Date: ___________
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CL162-60-781795.v2
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
cc: Remarketing Agent
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Item 14.
CL162-60-781969.v2
Second Draft
Tuesday, March 8, 2022
REGULATORY AGREEMENT
between
CITY OF COLUMBIA HEIGHTS, MINNESOTA,
as Issuer
42 CENTRAL LIMITED PARTNERSHIP,
as Borrower
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of June 1, 2022
Effective as of June [__], 2022
Relating to:
$9,885,000
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022A
And expected to be issued shortly after the Closing Date:
City of Columbia Heights, Minnesota
Multifamily Housing Revenue Bonds
(42nd & Central Apartments Project)
Series 2022B
This instrument drafted by:
Kennedy & Graven, Chartered (SEL)
150 South Fifth Street, Suite 700
Minneapolis, Minnesota 55402-1299
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CL162-60-781969.v2
TABLE OF CONTENTS
Page
PARTIES .................................................................................................................................................... 1
RECITALS ................................................................................................................................................. 1
Section 1. Definitions ........................................................................................................................ 1
Section 2. Representations by the Borrower ...................................................................................... 4
Section 3. Qualified Residential Rental Project ................................................................................. 5
Section 4. Low Income Tenants ........................................................................................................ 7
Section 5. Restrictions Imposed by Minnesota Statutes, Chapter 474A ............................................ 9
Section 6. Covenants Run with the Land ......................................................................................... 10
Section 7. Indemnification ............................................................................................................... 10
Section 8. Consideration .................................................................................................................. 10
Section 9. Reliance .......................................................................................................................... 11
Section 10. Sale or Transfer of the Project ........................................................................................ 11
Section 11. Term ................................................................................................................................ 11
Section 12. Burden and Benefit ......................................................................................................... 12
Section 13. Enforcement .................................................................................................................... 12
Section 14. The Trustee and the Issuer .............................................................................................. 13
Section 15. Amendment ..................................................................................................................... 13
Section 16. Right of Access to the Project and Records .................................................................... 13
Section 17. No Conflict with Other Documents ................................................................................ 13
Section 18. Severability ..................................................................................................................... 13
Section 19. Notices ............................................................................................................................ 14
Section 20. Governing Law ............................................................................................................... 14
Section 21. Payment of Fees .............................................................................................................. 14
Section 22. Limited Liability ............................................................................................................. 14
Section 23. Actions of Issuer ............................................................................................................. 15
Section 24. Counterparts .................................................................................................................... 15
Section 25. Recording and Filing ...................................................................................................... 15
Section 26. Additional Approvals ...................................................................................................... 15
Section 27. HUD Rider to Regulatory Agreement ............................................................................ 15
SIGNATURES ........................................................................................................................................ S-1
EXHIBIT A — LEGAL DESCRIPTION OF LAND............................................................................. A-1
EXHIBIT B — FORM OF INCOME CERTIFICATION ...................................................................... B-1
EXHIBIT C — CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE .............................. C-1
HUD RIDER TO RESTRICTIVE COVENANTS ................................................................. HUD Rider-1
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REGULATORY AGREEMENT
THIS REGULATORY AGREEMENT, dated as of June 1, 2022, but effective as of June [__],
2022 (the “Regulatory Agreement”), is between the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a
municipal corporation, home rule city, and political subdivision of the State of Minnesota (together with
its successors and assigns, the “Issuer”), 42 CENTRAL LIMITED PARTNERSHIP, a Minnesota limited
partnership (together with its successors and assigns, the “Borrower”), and U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture
referred to below (together with its successors and assigns, the “Trustee”).
RECITALS
WHEREAS, the Issuer is authorized to issue bonds to provide financing for multifamily housing
developments in accordance with the terms of Minnesota Statutes, Chapters 462C and 474A, as amended
(the “Act”); and
WHEREAS, for the purpose of financing the acquisition, construction and equipping of an
approximately 62-unit workforce multifamily rental housing development and facilities functionally
related and subordinate thereto, comprised of one four-story apartment building including one, two, and
three-bedroom units, with both surface lot and below-ground parking, and other amenities, including
multiple gathering spaces and an outdoor playground, to be owned by the Borrower on a site located at
800 42nd Avenue NE, Columbia Heights, Minnesota and to be known as 42nd & Central Apartments or
another name selected by the Borrower (the “Project”), the Issuer will issue its Multifamily Housing
Revenue Bonds (42nd & Central Apartments Project), Series 2022A (the “Series A Bonds”), in the
original aggregate principal amount of $9,885,000, and shortly after the Closing Date, the Issuer expects
to issue its Multifamily Housing Revenue Bonds (42nd & Central Apartments Project), Series 2022B, in
the original aggregate principal amount to be allocated to the Issuer for the Project pursuant to Section
146 of the Internal Revenue Code of 1986, as amended (the “Code”), and Minnesota Statues, Chapter
474A (the “Series B Bonds” and together with the Series A Bonds, the “Bonds”), pursuant to the terms of
an Indenture of Trust, dated as of June 1, 2022 (the “Indenture”), between the Issuer and the Trustee; and
WHEREAS, the Issuer will loan the proceeds derived from the sale of the Bonds to the Borrower
pursuant to the terms of a Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”), between
the Issuer and the Borrower, to finance the Project; and
WHEREAS, for good and valuable consideration, the Borrower, the Trustee, and the Issuer have
determined to enter into this Regulatory Agreement in order to impose on the Project certain requirements
of the Code and of the Act applicable to the Project; and
NOW, THEREFORE, the Borrower, the Trustee, and the Issuer do hereby impose upon the
Project the following covenants, restrictions, charges, and easements, which shall run with the land and
shall be binding and a burden upon the Project and all portions thereof, and upon any purchaser, grantee,
owner, or lessee of any portion of the Project and any other person or entity having any right, title, or
interest therein and upon the respective heirs, executors, administrators, devisees, successors, and assigns
of any purchaser, grantee, owner, or lessee of any portion of the Project and any other person or entity
having any right, title, or interest therein, for the length of time that this Regulatory Agreement shall be in
full force and effect:
Section 1. Definitions. Unless otherwise expressly provided herein or unless the context clearly
requires otherwise, the terms defined above shall have the meanings set forth above and the following
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CL162-60-781969.v2
terms shall have the respective meanings set forth below for the purposes hereof . Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the Indenture.
“Act” means Minnesota Statutes, Chapters 462C and 474A as amended.
“Adjusted Income” means the adjusted income of a person (together with the adjusted income of
all persons of the age of eighteen (18) years or older who intend to reside with such person in one
Dwelling Unit), as calculated in the manner prescribed under Section 142(d)(2)(B) of the Code.
“Bond Counsel” means Kennedy & Graven, Chartered, or any other attorney at law or firm of
attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest
on bonds and other obligations issued by states and political subdivisions thereof, duly admitt ed to
practice law before the highest court of any state of the United States of America.
“Bonds” means, individually or collectively as context may dictate, the Series A Bonds and if
issued, the Series B Bonds.
“Borrower” means 42 Central Limited Partnership, a Minnesota limited partnership, and its
lawful successors and assigns to the extent permitted by the Loan Agreement.
“Business Day” means a day of the week, other than a Saturday or a Sunday, on which
commercial banks located in the city in which the principal corporate trust office of the Trustee is located
are not required or authorized to remain closed.
“Certificate of Continuing Program Compliance” means the document substantially in the form
attached as EXHIBIT C hereto.
“City” means the Issuer.
“Closing Date” means June [__], 2022.
“Code” means the Internal Revenue Code of 1986, as amended, and all applicable regulations
(whether proposed, temporary or final) under the Code and the statutory predecessor of the Code, and any
official rulings and judicial determinations under the foregoing applicable to the Bonds.
“County” means Anoka County in the State.
“Dwelling Units” means the units of multifamily residential rental housing comprising the
Project, excluding any unit used as a management office.
“Event of Default” has the meaning specified in Section 13 hereof.
“Functionally Related and Subordinate” shall mean and include facilities for use by tenants, for
example, laundry facilities, parking areas, and recreational facilities, provided that the same is of a
character and size commensurate with the character and size of the Project.
“Housing Act” means the United States Housing Act of 1937, as amended, codified as 42 U.S.C.
Sections 1401 et seq.
“Income Certification” means the income certification set forth in EXHIBIT B attached hereto or
another form approved by Bond Counsel.
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CL162-60-781969.v2
“Indenture” means the Indenture of Trust, dated as of June 1, 2022, between the Issuer and the
Trustee, and as it may be supplemented and amended from time to time.
“Issuer” means the City of Columbia Heights, Minnesota, a municipal corporation, home rule
city, and a political subdivision of the State.
“Land” means the real property legally described in EXHIBIT A attached hereto.
“Loan” means the loan provided by the Issuer to the Borrower pursuant to the Loan Agreement to
provide financing for the Project.
“Loan Agreement” means the Loan Agreement, dated as of June 1, 2022, between the Issuer and
the Borrower, as it may be amended from time to time.
“Low Income Tenants” means persons or families with Adjusted Income which does not exceed
60% of the Median Income for the Area adjusted for household size. In no event will the occupants of a
unit be considered to be Low Income Tenants if all of such occupants are students (as defined in Section
152(f)(2) of the Code), unless the unit is occupied:
(i) by an individual who is (A) a student and receiving assistance under Title IV of
the Social Security Act, (B) a student who was previously under the care and placement
responsibility of the State agency responsible for administering a plan under Part B or Part E of
Title IV of the Social Security Act, or (C) enrolled in a job training program receiving assistance
under the Job Training Partnership Act or under other similar federal, State, or local laws; or
(ii) entirely by full-time students if such students are (A) single parents and their
children and such parents are not dependents (as defined in Section 152 of the Code, determined
without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) of another individual and such
children are not dependents (as defined in Section 152 of the Code, determined without regard to
subsections (b)(1), (b)(2), and (d)(1)(B) thereof) of another individual other than a parent of such
children, or (B) married and entitled to file a joint return.
“Low Income Units” means the Dwelling Units in the Project designated for occupancy by Low
Income Tenants pursuant to Section 4(a) hereof.
“Median Income for the Area” means the median yearly income for households of an applicable
size in the applicable Primary Metropolitan Statistical Area as most recently determined by the Secretary
of Housing and Urban Development under Section 8(f)(3) of the Housing Act, or, if such figures are no
longer available, the method of calculation is substantially altered, or the programs under Section 8(f) are
terminated, the Issuer shall provide the Borrower with another income determination that is reasonably
similar to the method used by the Secretary prior to such termination.
“Project” has the meaning assigned to such term in the recitals to this Regulatory Agreement.
“Qualified Project Period” means the period beginning on the later of the date of issuance of the
Bonds or the first day on which ten percent (10%) of the Dwelling Units in the Project are occupied and
ending on the latest of:
(i) the date which is fifteen (15) years after the date on which fifty percent (50%) of
the Dwelling Units in the Project are occupied;
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CL162-60-781969.v2
(ii) the first day on which no tax-exempt private activity bond issued with respect to
the Project is outstanding; or
(iii) the date on which any assistance provided with respect to the Project under
Section 8 of the Housing Act terminates.
“Regulatory Agreement” means this Regulatory Agreement, dated as of June 1, 2022, but
effective as of the Closing Date, between the Issuer, the Borrower, and the Trustee, together with any
amendments or supplements hereto.
“Section 474A Penalty” means the penalty described in Section 474A.047, subdivision 3 of the
Act, as applied to the Project.
“Section 8 Certificate Holder” means a holder of a Section 8 certificate/voucher under Section 8
of the Housing Act.
“Series A Bonds” means the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central
Apartments Project), Series 2022A, issued in the original aggregate principal amount of $9,885,000.
“Series B Bonds” means the Issuer’s Multifamily Housing Revenue Bonds (42nd & Central
Apartments Project), Series 2022B in the original aggregate principal amount to be allocated to the Issuer
for the Project pursuant to Section 146 of the Code and Minnesota Statues, Chapter 474A, as amended.
“State” means the State of Minnesota.
“Treasury Regulations” means the regulations promulgated or proposed by the Department of the
Treasury pursuant to the Code from time to time or pursuant to any predecessor statute to the Code.
“Trustee” means U.S. Bank Trust Company, National Association, a national banking
association, or any successor or assign.
Unless the context clearly requires otherwise, as used in this Regulatory Agreement words of the
masculine, feminine or neuter gender shall be construed to include each other gender when appropriate,
and words of the singular number shall be construed to include the plural number, and vice versa, when
appropriate. This Regulatory Agreement and all of the terms and provisions hereof shall be construed to
effectuate the purposes set forth herein and to sustain the validity hereof.
Section 2. Representations by the Borrower. The Borrower covenants, represents, and
warrants that:
(a) The Borrower is a limited partnership organized and existing under the laws of the State.
The Borrower is in good standing in the State and has duly authorized, by proper action, the execution
and delivery of this Regulatory Agreement. The Borrower is duly authorized by the la ws of the State to
transact business in the State and to perform all of its duties hereunder.
(b) Neither the execution and delivery of this Regulatory Agreement or any other document
in connection with the financing of the Project, the consummation of the transactions contemplated
hereby and thereby nor the fulfillment of or compliance with the terms and conditions hereof and thereof
conflicts with or results in a breach of any of the terms, conditions, or provisions of any agreement or
instrument to which the Borrower is now a party or by which it is bound or constitutes a default (with due
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CL162-60-781969.v2
notice or the passage of time or both) under any of the foregoing or results in the creation or imposition of
any prohibited lien, charge, or encumbrance whatsoever upon any of the property or assets of the
Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by
which it is bound.
(c) The execution, delivery, and performance of this Regulatory Agreement and all other
documents to be delivered by the Borrower in connection with the consummation of the transactions
contemplated hereby will not conflict with, or constitute a breach of or default under, any indenture,
mortgage, deed of trust, lease, commitment, agreement, or other instrument or obligation to which the
Borrower is a party or by which the Borrower or any of its property is bound, or under any law, rule,
regulation, judgment, order, or decree to which the Borrower is subject or by which the Borrower or any
of its property is bound.
(d) To the best of the Borrower’s knowledge, there is no action, suit, proceeding, inquiry, or
investigation by or before any governmental agency, public board, or body pending or threatened against
the Borrower (nor to the best of its knowledge is there any basis therefor), which:
(i) affects or seeks to enjoin, prohibit, or restrain the issuance, sale, or delivery of
the Bonds or the use of the proceeds of the Bonds to finance the acquisition, construction and
equipping of the Project or the execution and delivery of this Regulatory Agreement,
(ii) affects or questions the validity or enforceability of the Bonds or this Regulatory
Agreement,
(iii) questions the tax-exempt status of the Bonds, or
(iv) questions the power or authority of the Borrower to own, acquire, construct,
equip or operate the Project or to execute, deliver, or perform the Borrower’s obligations under
this Regulatory Agreement.
(e) The Project will be located wholly within the boundaries of the City.
(f) On and after the date on which the Bonds are executed and delivered to the Trustee, the
Borrower will have title to the Land sufficient to carry out the purposes of this Regulatory Agreement,
and the Borrower will not transfer its interest in the Land, except as otherwise permitted by this
Regulatory Agreement.
(g) The Project will consist of those facilities described herein, which generally are described
as residential buildings and related facilities situated on the Land. The Borrower shall make no changes
to the Project or to the operation thereof which would affect the qualification of the Project under the Act
or impair the exemption from federal income taxation of the interest on the Bonds. The Borrower will
utilize and operate the Project as a multifamily rental housing project during the term of the Bonds in
accordance with all applicable federal, State, and local laws, rules, and regulations applicable to the
Project.
(h) The Borrower has obtained, or will obtain on or before the date required therefor, all
necessary certificates, approvals, permits, and authorizations with respect to the operation of the Project.
(i) The Borrower does not and will not own any of the Bonds. The Borrower acknowledges
and understands that during any period of time when the Borrower owns the Bonds, the interest on the
Bonds shall not be tax-exempt pursuant to Section 147(a) of the Code.
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(j) The Borrower does not own any buildings or structures which are proximate to the
Project other than those buildings or structures which comprise the Project, which are being financed
pursuant to a common plan under which the Project is also being financed.
(k) The statements made in the various certificates delivered by the Borrower to the Issuer or
the Trustee on the date of issuance of the Bonds are true and correct.
Section 3. Qualified Residential Rental Project. The Borrower shall acquire, construct, equip,
own, manage, and operate the Project as a “qualified residential rental project,” as such phrase is utilized
in Section 142(d) of the Code, on a continuous basis during the Qualified Project Period. To that end, the
Borrower hereby represents, warrants, and covenants as follows:
(a) that a qualified residential rental project will be constructed on the Land, and the
Borrower shall own, manage and operate the Project as a qualified residential rental project containing
Dwelling Units and facilities Functionally Related and Subordinate to such Dwelling Units, in accordance
with Section 142(a)(7) and Section 142(d) of the Code and all applicable Treasury Regulations
promulgated thereunder, as the same may be amended from time to time;
(b) that all of the Dwelling Units of the Project will be similarly constructed and each
Dwelling Unit in the Project will contain complete facilities for living, sleeping, eating, cooking, and
sanitation for a single person or a family;
(c) that:
(i) none of the Dwelling Units in the Project shall at any time in the future be
utilized on a transient basis;
(ii) that none of the Dwelling Units in the Project shall at any time in the future be
leased or rented for a period of less than thirty (30) days; and
(iii) that neither the Project nor any portion thereof shall be used as a hotel, motel,
dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitarium,
rest home, or trailer park or trailer court for use on a transient basis, or by a cooperative housing
corporation (as defined in Section 216(b)(1) of the Code);
(d) that once available for occupancy:
(i) each Dwelling Unit in the Project must be rented or available for rental on a
continuous basis to members of the general public during the Qualified Project Period; and
(ii) the Borrower shall not give preference in renting Dwelling Units in the Project to
any particular class or group of persons, other than Low Income Tenants as provided herein or as
otherwise permitted by law;
(e) that the Dwelling Units in the Project shall be leased and rented to members of the
general public in compliance with this Regulatory Agreement, except for any Dwelling Unit for a resident
manager or maintenance personnel;
(f) that the Project consists of one or more discrete edifices or other man-made construction,
each consisting of an independent foundation, outer walls, and roof, all of which will be (i) owned by the
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same person for federal tax purposes; (ii) located on a single tract of land or any parcel or parcels of land
which are contiguous except for the interposition of a road, street, stream, or a similar property; and (iii)
financed by the Loan or otherwise pursuant to a common plan of financing, and which consists entirely
of:
(i) units which are similar in quality and type of construction and amenities; and
(ii) property Functionally Related and Subordinate in purpose and size to the Project,
e.g., parking areas, laundries, swimming pools, tennis courts, and other recreational facilities
(none of which may be unavailable to any person because such person is a Low Income Tenant)
and other facilities which are reasonably required for the Project, e.g., heating and cooling
equipment, trash disposal equipment, or units for residential managers or maintenance personnel;
(g) that no portion of the Project shall be used to provide any health club facility, any facility
primarily used for gambling, or any store the principal business of which is the sale of alcoholic
beverages for consumption off premises;
(h) that the Project shall not include a Dwelling Unit in a buildi ng where all Dwelling Units
in such building are not also included in the Project;
(i) that the Borrower shall not convert the Dwelling Units in the Project to condominium or
cooperative ownership;
(j) that no Dwelling Unit in the Project shall be occupied by the Borrower (or any person
related to the Borrower within the meaning of Section 147(a)(2) of the Code) at any time unless such
person resides in a Dwelling Unit in a building or structure which contains at least five (5) Dwelling Units
and unless the resident of such Dwelling Unit is a resident manager or other necessary employee (e.g.,
maintenance and security personnel);
(k) that the Bonds will not be “federally guaranteed,” as defined in Section 149(b) of the
Code;
(l) that the Project shall at all times be used and operated as a “multifamily housing
development,” as defined in the Act; and
(m) that the Borrower shall not discriminate on the basis of race, creed, color, sex, sexual
preference, source of income (e.g., AFDC or SSI), physical disability, national origin, or marital status in
the rental, lease, use, or occupancy of the Project or in connection with the employment or application for
employment of persons for the operation and management of the Project.
Section 4. Low Income Tenants. Pursuant to the requirements of the Act and Section 142(d) of
the Code, the Borrower hereby represents, warrants, and covenants as follows:
(a) Upon completion of the Project, at least twenty-five (25) of the Dwelling Units, which is
equal to at least forty percent (40%) of the Dwelling Units, will be occupied or held for occupancy by
Low Income Tenants. Throughout the Qualified Project Period, not less than forty percent (40%) of the
completed Dwelling Units shall be continuously occupied or held for occupancy by Low Income Tenants.
The Borrower will designate the Low Income Units and will make any revisions to such designations as
necessary to comply with the applicable provisions of the Code and the Treasury Regulations. As set
forth in subsection (e) below, the Borrower shall advise the Issuer and the Trustee by delivery of a
certificate in writing of the status of the occupancy of the Project with respect to Low Income Tenants on
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an annual basis for the term of this Regulatory Agreement. An Annual Certification of a Residential
Rental Project, Form 8703 (Rev. December 2021), or successor form, shall be prepared annually by the
Borrower and filed with the United States Secretary of the Treasury pursuant to Section 142(d)(7) of the
Code (currently with the Internal Revenue Service Center, Ogden, Utah 84201), with a copy to be filed by
the Borrower with the Issuer and the Trustee. The percentage of units is measured by number of units,
and not square footage of units.
For purposes of satisfying the occupancy requirements set forth above, a unit occupied by a
person or family who at the commencement of their occupancy qualified as a Low Income Tenant shall
be treated as occupied by a Low Income Tenant until such time as any recertification of such tenant’s
income in accordance with subsections (c) and (h) below demonstrates that such tenant’s income exceeds
one hundred forty percent (140%) of the income limitation applicable to Low Income Tenants.
A unit occupied by a Low Income Tenant shall be deemed, upon the termination of such tenant’s
occupancy, to be continuously occupied by a Low Income Tenant until reoccupied, other than for a
temporary period (not to exceed sixty (60) days), at which time the character of the unit shall be
redetermined.
(b) The Borrower will notify the Issuer on an annual basis of any vacancy of any Low
Income Units.
(c) The Borrower will obtain, complete, and maintain on file income certifications from each
Low Income Tenant, obtained immediately prior to the initial occupancy of such tenant in the Project, and
thereafter re-obtain in any year in which a unit in the Project is occupied by a new resident whose income
exceeds the applicable income limit, income certifications (based upon their then current income), from
each Low Income Tenant, substantially in the form of the Income Certification set forth in EXHIBIT B
attached hereto and will provide such additional information as may be required by Section 142(d) of the
Code, as the same may be amended from time to time, or in such other form and manner as may be
required by applicable rules, rulings, policies, procedures, Treasury Regulations now or hereafter
promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service
applicable to the Bonds. Such Income Certification shall be obtained prior to initial occupancy. If
requested in writing by the Issuer, a copy of such Income Certification shall be filed with the Issuer prior
to occupancy by the tenant whenever possible but in no event more than one month after initial
occupancy by the tenant. A copy of each recertification of income, if applicable, shall be attached to each
report filed with the Issuer pursuant to subsection (a) above. The Borrower shall make a good-faith effort
to verify that the income reported by an applicant in an income certification is accurate by taking at least
one of the following steps as a part of the verification process: (1) obtain a pay stub for the most recent
pay period; (2) obtain an income tax return for the most recent tax year; (3) conduct a credit or similar
search; (4) obtain an income verification form from the applicant’s current employer ; (5) obtain an
income verification form from the Social Security Administration if the applicant receives assistance from
such agency; or (6) if the applicant is unemployed and has no such tax return, obtain another form of
independent verification. If the Low Income Tenant is a Section 8 Certificate Holder, the Borrower shall
retain a copy of the certificate or voucher for verification of income in lieu of an income verification.
The Borrower understands that failure to file the Annual Certification of a Residential Rental
Project, Form 8703 (Rev. December 2021), or successor form, as required by Section 142(d)(7) of the
Code at the times stated therein may subject it to the penalty described in Section 6652(j) of the Code.
(d) The Borrower will maintain complete and accurate records pertaining to the Low Income
Units and will permit, upon reasonable prior notice, any duly authorized representative of the Issuer, the
Trustee, the Department of the Treasury, or the Internal Revenue Service to inspect the b ooks and records
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of the Borrower pertaining to the Project, including those records pertaining to the occupancy of the Low
Income Units. This section is not intended to create any additional duties to inspect records.
(e) The Borrower will prepare and submit to the Issuer and the Trustee, on or before March 1
of each year during the Qualified Project Period, beginning the first March 1 following commencement of
the Qualified Project Period, a Continuing Program Compliance Certificate in the form of EXHIBIT C
attached hereto and executed by the Borrower, and, if requested by the Trustee or the Issuer the Income
Certifications described in subsection (c) above. The Trustee may rely solely on the Continuing Program
Compliance Certificate as evidence of the Borrower’s compliance with the terms and restrictions of this
Section.
(f) The Borrower, upon becoming aware of an Event of Default, will notify the Issuer and a
Responsible Officer of the Trustee, in writing, of the occurrence of any such Event of Default hereunder
or any event which, with the passage of time or service of notice, or both, would constitute an Event of
Default hereunder, specifying the nature and period of existence of such event and the actions being taken
or proposed to be taken with respect thereto. Such notice shall be given promptly and in no event longer
than ten (10) Business Days after the Borrower receives notice or gains knowledge of the occurrence of
any such event. The Borrower further agrees that it will give prompt written no tice to the Issuer and the
Trustee if insurance proceeds or condemnation awards in excess of $50,000 are received with respect to
the Project and are not used to repair or replace the Project, which notice shall state the amount of such
proceeds or award.
(i) Except as provided in clause (ii) below, the Borrower shall accept as tenants on
the same basis as all other prospective tenants Low Income Tenants who are recipients of federal
certificates for rent subsidies pursuant to the existing program under Section 8 of the Housing Act
or its successor and shall not apply selection criteria to Section 8 Certificate Holders that are more
burdensome than the criteria applied to all other prospective tenants.
(ii) The Borrower agrees to modify the leases for units in the Project as necessary to
allow the rental of Low Income Units to Section 8 Certificate Holders.
(g) Each lease pertaining to a Low Income Unit shall contain a provision to the effect that the
Borrower has relied on the income certification and supporting information supplied by the Low Income
Tenant in determining qualification for occupancy of the Low Income Unit and that any material
misstatement in such certification (whether or not intentional) will be cause for immediate termination of
such lease.
(h) Throughout the Qualified Project Period, the Borrower shall recertify each Low Income
Tenant’s income on or before the anniversary of the Low Income Tenant’s tenancy, in any year in which
a unit in the Project is occupied by a new resident whose income exceeds the applicable income limit, by
obtaining a completed Income Certification. In the event the recertification demonstrates that any such
tenant’s household income exceeds one hundred forty percent (140%) of the applicable income limit, the
Borrower shall hold the next available unit or units of comparable or smaller size in the Project available
for rental by new Low Income Tenants.
The Borrower in its sole discretion may notify, in writing, each tenant who is no longer a Low
Income Tenant of such fact, and that the rent of such tenant(s) is subject to increase thirty (30) days after
receipt of such notice. The Borrower shall be entitled to so increase any such tenant’s rent only if the
Borrower complies with any law applicable thereto and only after the Borrower has rented the next
available unit or units in the Project on a one-for-one basis to a Low Income Tenant, or holds units vacant
and available for occupancy by Low Income Tenants.
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The Borrower agrees to inform all prospective Low Income Tenants of the requirements for
recertification of income and of the provisions of the preceding paragraph.
Section 5. Restrictions Imposed by Minnesota Statutes, Chapter 474A. Because the Bonds
are issued by the Issuer as residential rental project bonds, as defined in Chapter 474A of the Act
(“Chapter 474A”), and the Issuer has received an allocation of tax-exempt bonding authority pursuant to
applicable provisions of Chapter 474A, the restrictions imposed by Chapter 474A apply to the Project as
described below.
(a) In addition to any other restrictions on rent or the income of tenants set forth in this
Regulatory Agreement, during the Qualified Project Period, the Borrower shall restrict rents on at least
twenty percent (20%) of the units in the Project (which may consist of the same units as meet the
requirements of Section 4 hereof) to an amount not exceeding the area fair market rents or exception fair
market rents, as applicable, for existing housing, as established by the federal Department of Housing and
Urban Development from time to time, which units shall be occupied, or held for occupancy, by Low
Income Tenants. The rental rates of units in a residential rental project for which project-based federal
assistance payments are made are deemed to be within the rent limitations of this clause.
(b) The annual certifications required to be made by the Borrower hereunder shall conform
to the requirements of Section 474A.047, subdivision 2, and the Issuer shall have the authority to impose
upon the Borrower any and all penalties described in Section 474A.047, subdivision 3, from time to time,
in addition to any remedies otherwise available under this Regulatory Agreement.
(c) The Borrower must satisfy the requirements of Section 474A.047, subdivision 1(a),
during the Qualified Project Period. The Borrower must annually certify to the Issuer over the term of
this Regulatory Agreement that the rental rates for the rent-restricted units are within the limitations under
Section 474A.047, subdivision 1(a). The Issuer may request individual certification of the income of
residents of the income-restricted units. The Commissioner of Minnesota Management and Budget may
request from the Issuer a copy of the annual certification prepared by the Borrower. The Commissioner
of Minnesota Management and Budget may require the Issuer to request individual certification of all
residents of the income-restricted units. Notwithstanding anything to the contrary contained in this
Section 5, the rental rates of all units in the Project for which project-based federal assistance payments
will be made under a Section 8 Housing Assistance Payment Contract, are deemed to be within the rent
limitations of Section 474A.047, subdivision 1(a).
Section 6. Covenants Run With the Land. The Borrower hereby declares its express intent
that the covenants, restrictions, charges, and easements set forth herein shall be deemed covenants
running with the Land and shall, except as otherwise provided in this Regulatory Agreement, pass to and
be binding upon the Borrower’s successors in title including any purchaser, grantee, owner, or lessee of
any portion of the Project and any other person or entity having any right, title, or interest there in and
upon the respective heirs, executors, administrators, devisees, successors, and assigns of any purchaser,
grantee, owner, or lessee of any portion of the Project and any other person or entity having any right,
title, or interest therein. Except as otherwise provided in this Regulatory Agreement, each and every
contract, deed, or other instrument hereafter executed covering or conveying the Project or any portion
thereof or interest therein shall contain an express provision making such conveyance subject to the
covenants, restrictions, charges, and easements contained herein; provided, however, that any such
contract, deed, or other instrument shall conclusively be held to have been executed, delivered, and
accepted subject to such covenants, regardless of whether or not such covenants are set forth or
incorporated by reference in such contract, deed, or other instrument.
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Section 7. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify
and hold harmless the Issuer and the Trustee and their officers, agents, officials, directors,
representatives and employees (the “Indemnified Parties”) as provided in the Loan Agreement. All
provisions of the Loan Agreement relating to indemnification are incorporated by reference herein and are
considered provisions of this Regulatory Agreement, as if expressly set out herein.
Section 8. Consideration. The Issuer has issued the Bonds in part to provide funds to make the
Loan to finance the acquisition, construction, and equipping of the Project all for the purpose, among
others, of inducing the Borrower to acquire, construct, equip, and operate the Project. In consideration of
the issuance of the Bonds by the Issuer, the Borrower has entered into this Regulatory Agreement and has
agreed to restrict the uses to which the Project can be put on the terms and conditions set forth herein.
Section 9. Reliance. The Issuer and the Borrower hereby recognize and agree that the
representations and covenants set forth herein may be relied upon by all persons interested in the legality
and validity of the Bonds and in the exemption from federal income taxation of the interest on the Bonds.
In performing their duties and obligations hereunder and under the Indenture, the Issuer and the Trustee
may conclusively rely upon statements and certificates of the Borrower and the tenants and upon audits of
the books and records of the Borrower pertaining to the Project. In addition, the Issu er and the Trustee
may consult with counsel, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any inaction or action taken or suffered by the Issuer or the Trustee hereunder in
good faith and in conformity with such written opinion. A copy of any such opinion shall be furnished by
the Issuer or the Trustee to the Borrower upon written request. In determining whether any default or
lack of compliance by the Borrower exists under this Regulatory Agreement, the Issuer or the Trustee
shall not be required to conduct any investigation into or review of the operations or records of the
Borrower and, absent any actual knowledge of any default or noncompliance, may assume compliance by
the Borrower unless otherwise notified in writing.
The Trustee and the Issuer shall be under no duty to make any investigation or inquiry as to any
statements or other matters contained or referred to in any documents or any instruments delivered to it in
accordance with this Regulatory Agreement, but it may receive and accept the same as conclusive
evidence of the truth and accuracy of such statements.
Section 10. Sale or Transfer of the Project. The Borrower hereby covenants and agrees not to
sell, transfer, or otherwise dispose of the Project, or any portion thereof, except as permitted under the
terms of the Loan Agreement. Any attempted sale, transfer, or disposition which would cause or result in
the violation of any of these covenants, provisions, reservations, restrictions, charges, or easements shall
be null and void ab initio and of no force and effect. Nothing herein shall prohibit the transfer, sale or
assignment of the interests in the Borrower or any direct or indirect ownership interests in the Borrower’s
partners (“Transfers”). The removal and replacement of the Borrower’s general partner, as provided in
the Partnership Agreement, shall be allowed without Issuer or Trustee cons ent (“Replacement,” and
together with Transfers, “Permitted Transfers”).
Section 11. Term. This Regulatory Agreement and the terms hereof shall become effective as of
the Closing Date and shall remain in full force and effect for a term and period equal to the Qualified
Project Period, it being expressly agreed and understood that the provisions hereof are intended to survive
the retirement of the Bonds and termination of the Loan Agreement and the Loan if the Qualified Project
Period has not expired at the time of such retirement and expiration. Notwithstanding anything in this
Regulatory Agreement to the contrary:
(a) The Project may be transferred pursuant to a foreclosure, exercise of power of sale, or
deed in lieu of foreclosure, or comparable proceedings without the consent of or fee of any kind payable
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to the Issuer or compliance with the provisions of this Regulatory Agreement. In connection with any
such foreclosure, deed in lieu of foreclosure, or other proceedings, this Regulatory Agreement s hall be
terminated upon completion of the foreclosure and expiration of the applicable redemption period, or
recording of a deed in lieu of foreclosure.
(b) The requirements of this Regulatory Agreement shall terminate and be of no further force
and effect in the event of involuntary noncompliance with the provisions of this Regulatory Agreement
caused by fire or other casualty, seizure, requisition, foreclosure, transfer of title by deed in lieu of
foreclosure, change in a federal law, or an action of a f ederal agency after the date of this Regulatory
Agreement, which prevents the Issuer and the Trustee from enforcing such provisions, or condemnation
or a similar event, but only if, within a reasonable period, either the Bonds are retired or amounts received
as a consequence of such event are used to provide a project that meets the requirements hereof (provided
that this shall be deemed met if the Bonds have been previously retired); provided, however, that the
preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be
reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure,
or the delivery of a deed in lieu of foreclosure, or a similar event, the Borrower or any related person
(within the meaning of Section 1.103-10(e) of the Treasury Regulations) obtains an ownership interest in
the Project for federal income tax purposes. The Borrower hereby agrees that, following any foreclosure,
transfer of title by deed in lieu of foreclosure, or similar event, neither the Borrower nor any such related
person as described above will obtain an ownership interest in the Project for federal tax purposes.
(c) This Regulatory Agreement, or any of the provisions or sections hereof, may be
terminated upon agreement by the Issuer and the Borrower, upon receipt of an opinion of Bond Counsel
to the effect that such termination will not cause interest on the Bonds to become included in gross
income for federal income tax purposes or cause interest on the Bonds to become included in the net
taxable income of individuals, trusts, and estates for State income tax purposes.
Upon the termination of the terms of this Regulatory Agreement, the parties hereto agree to
execute, deliver, and record appropriate instruments of release and discharge of the terms hereof;
provided, however, that the execution and delivery of such instruments shall not be necessary or a
prerequisite to the termination of this Regulatory Agreement in accordance with its terms.
Section 12. Burden and Benefit. The Issuer and the Borrower hereby declare their
understanding and intent that the burden of the covenants set forth herein touch and concern the Land in
that the Borrower’s legal interest in the Project is rendered less valuable thereby. The Issuer and the
Borrower hereby further declare their understanding and intent that the benefit of such covenants touch
and concern the Land by enhancing and increasing the enjoyment and use of the Project by Low Income
Tenants, the intended beneficiaries of such covenants, reservations, and restrictions, and by furthering the
public purposes for which the Bonds were issued. Notwithstanding the foregoing, the Low Income
Tenants are not intended to be third-party beneficiaries of this Regulatory Agreement and shall have no
rights to enforce any provision herein.
Section 13. Enforcement. If the Borrower defaults in the performance or observance of any
covenant, agreement, or obligation of the Borrower set forth in this Regulatory Agreement, and if such
default remains uncured for a period of sixty (60) days after written notice thereof shall have been given
by the Issuer or the Trustee to the Borrower, then the Issuer, or the Trustee, acting upon the direction of
the holders of the Bonds pursuant to the Indenture, may declare an “Event of Default” to have occurred
hereunder and, at its option, may take any one or more of the following steps:
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(a) by mandamus or other suit, action, or proceeding at law or in equity require the Borrower
to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or
in violation of the rights of the Issuer, the Trustee, or the holders of the Bonds hereunder;
(b) have access to and inspect, examine, and make copies of all the books and records of the
Borrower pertaining to the Project;
(c) take such other action at law or in equity as may appear necessary or desirable to enforce
the obligations, covenants, and agreements of the Borrower hereunder; or
Notwithstanding anything to the contrary contained herein, the Issuer and the Trustee hereby agree that
any cure of any default made or tendered by one or more of Borrower’s partners shall be deemed t o be a
cure by Borrower and shall be accepted or rejected on the same basis as if made or tendered by Borrower.
All fees, costs, and expenses of the Trustee or the Issuer incurred in taking any action pursuant to
this Section shall be the sole responsibility of the Borrower and shall be paid to the Trustee or the Issuer,
as the case may be, on demand.
After the Bonds have been discharged, the Issuer may act on its own behalf to declare an “Event
of Default” to have occurred and to take any one or more of the steps specified hereinabove to the same
extent and with the same effect as if taken by the Trustee at the direction of the holders of the Bonds.
Section 14. The Trustee and the Issuer. The Trustee is entering into this Regulatory
Agreement in its capacity as the Trustee under the terms of the Bonds and the Indenture and the
protections afforded the Trustee therein shall apply to its duties and obligations under this Regulatory
Agreement. The Issuer may, at all times, assume the Borrower’s compliance with this Regulatory
Agreement unless otherwise notified in writing by the Trustee (but the Trustee shall have no obligation to
so notify the Issuer), or unless the Issuer has actual knowledge of noncompliance. The Trustee shall
conclusively rely on the accuracy of any certificates, instruments, opinions, or reports delivered to it by
the Borrower. It is expected that the Bonds will be discharged and the Indenture will terminate prior to
the expiration of the Qualified Project Period. Following the payment in full and the discharge of the
Bonds and the termination of the Indenture: (i) all obligations, rights, and duties of the Trustee under this
Regulatory Agreement will terminate and be of no further force and effect; (ii) all actions required by th e
Trustee will instead be undertaken by the Issuer; (iii) all notices to be delivered to the Trustee will instead
be delivered to the Issuer and all notices to be delivered by the Trustee will instead be delivered by the
Issuer; and (iv) the Trustee shall no longer be a party to this Regulatory Agreement and shall be
considered released from all obligations hereunder.
Section 15. Amendment. The provisions hereof shall not be amended or revised prior to the
stated term hereof except by an instrument in writing duly executed by the Issuer and the Borrower, and
consented to by the Trustee as may be required by the Loan Agreement, and duly recorded. The Issuer’s
and the Trustee’s consent to any such amendment or revision shall be given only upon receipt of an
opinion of Bond Counsel addressed to the Issuer and Trustee that such amendment or revision will not
adversely affect the exemption from federal income taxation of interest on the Bonds. Neither the Issuer
nor the Trustee shall have a duty to prepare any such consent, amendment, or revision.
Section 16. Right of Access to the Project and Records. The Borrower agrees that during the
term of this Regulatory Agreement, the Issuer, the Trustee, and the duly authorized agents of either of
them shall have the right at all reasonable times, and upon reasonable notice of at least twenty-four (24)
hours, to enter upon the site of the Project during normal business hours to examine and inspect the
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Project and to have access to the books and records of the Borrower with respect to the Project, a copy of
which shall be maintained at the site of the Project.
Section 17. No Conflict with Other Documents. The Borrower warrants that it has not
executed and will not execute any other agreement with provisions contr adictory to, or in opposition to,
the provisions hereof.
Section 18. Severability. The invalidity of any clause, part, or provision of this Regulatory
Agreement shall not affect the validity of the remaining portions thereof.
Section 19. Notices. All notices to be given pursuant to this Regulatory Agreement shall be in
writing and shall be deemed given when sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods or when mailed by certified or registered mail, return receipt requested, to
the parties hereto at the addresses set forth below, or to such other place as a party may from time to time
designate in writing:
To the Issuer: City of Columbia Heights, Minnesota
590 – 40th Avenue NE
Columbia Heights, Minnesota 55421
Attention: Community Development Director
To the Trustee: U.S. Bank Trust Company, National Association
60 Livingston Avenue, Third Floor
EP-MN-WS3C
Saint Paul, MN 55107-2292
Attention: Corporate Trust Services
To the Borrower: 42 Central Limited Partnership
c/o Reuter Walton Development, LLC
4450 Excelsior Boulevard, Suite 400
St. Louis Park, MN 55416
Attention: General Counsel
With copies to: Stoel Rives LLP
600 University Street, Suite 3600
Seattle, WA 98101
Attention: Joseph McCarthy, Esq.
and
Bridgewater [Investment Management, Inc.]
[ADDRESS]
Attention: ___________________
Section 20. Governing Law. This Regulatory Agreement shall be governed by and construed in
accordance with the laws and judicial decisions of the State, except as such laws may be preempted by
any federal rules, regulations, and laws.
Section 21. Payment of Fees. Notwithstanding payment of the Loan, the termination of the
Loan Agreement, and the defeasance or discharge of the Bonds, throughout the term of the Qualified
Project Period, the Borrower shall continue to pay:
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(a) to the Issuer, reimbursement for all reasonable fees and expenses, including, but not
limited to, financial advisory and legal fees and expenses necessary for the Issuer’s reviewing and, if
necessary, enforcing compliance by the Borrower with the terms of this Regulatory Agreement; and
(b) the fees and expenses of any entity or person designated by the Issuer to perform the
review of the Borrower’s compliance with this Regulatory Agreement; provided that such fees and
expenses are not duplicative of any fees and expenses paid under subsection (a) above.
Section 22. Limited Liability. All obligations of the Issuer hereunder shall be special, limited
obligations of the Issuer, payable solely and only from proceeds of the Bonds and amounts derived by the
Issuer from the Loan and the Loan Agreement.
Section 23. Actions of Issuer. The Issuer shall be entitled to rely conclusively on an opinion of
counsel in the exercise or non-exercise of any of the rights or powers vested in the Issuer by virtue of this
Regulatory Agreement or any other agreement or instrument executed in connection with the issuance of
the Bonds; it being the intent of the parties hereto that the Issuer, and any and all present and future
trustees, members, commissioners, officers, employees, attorneys, and agents of the Issuer shall not incur
any financial or pecuniary liability for the exercise or non-exercise of any rights or powers vested in the
Issuer by this Regulatory Agreement or any other instrument or agreement executed in connection with
the issuance of the Bonds; or for the performance or nonperformance of any obligation under, or the
failure to assert any right, power, or privilege under this Regulatory Agreement, the Bonds, the Loan
Agreement, the Indenture or any other instrument or agreement executed in connection with the issuance
of the Bonds. If the Issuer’s consent or approval is required under this Regulatory Agreement, or any
other agreement or instrument executed in connection with the issuance of the Bonds, the Issuer shall be
entitled to rely conclusively on an opinion of counsel and shall not be responsible for any loss or damage
resulting from any action or inaction in reliance upon such opinion.
Section 24. Counterparts. This Regulatory Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts
shall together constitute but one and the same Regulatory Agreement, and, in making proof of this
Regulatory Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
Section 25. Recording and Filing. The Borrower shall cause this Regulatory Agreement and all
amendments and supplements hereto and thereto to be recorded and filed in the real property records of
the County, the State, and in such other places as the Issuer may reasonably request. The Borrower shall
pay all fees and charges incurred in connection with any such recording.
Section 26. Additional Approvals. Subsequent to the issuance of the Bonds, the officers of the
Issuer are hereby authorized and directed to execute and provide all certified copies, certificates,
affidavits, disclosures, representations, and reporting forms as may be required with respect to the
continuing obligations of the parties hereunder.
Section 27. HUD Rider to Regulatory Agreement. The HUD Rider to Restrictive Covenants
(the “HUD Rider”) attached to this Regulatory Agreement is hereby made a part of this Regulatory
Agreement. In the event of a conflict between the provisions of the HUD Rider and the provisions of this
Regulatory Agreement, the provisions of the HUD Rider shall control.
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IN WITNESS WHEREOF, the Issuer, the Borrower, and the Trustee have caused this Regulatory
Agreement to be executed by their respective duly authorized representatives as of the date and year first
written above.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this _____ day of __________, 2022, by
Amáda Márquez Simula, the Mayor of the City of Columbia Heights, Minnesota, a municipal
corporation, home rule city, and political subdivision of the State of Minnesota, on behalf of the Issuer.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this _____ day of __________, 2022, by
Kelli Bourgeois, the City Manager of the City of Columbia Heights, Minnesota, a municipal corporation,
home rule city, and political subdivision of the State of Minnesota, on behalf of the Issuer.
Notary Public
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Execution page of the Borrower to the Regulatory Agreement, dated the date and year first written above.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ____ day of ____________, 2022,
by ________________________, the ________________________ of __________________________, a
Minnesota ____________________, the general partner of 42 Central Limited Partnership, a Minnesota
limited partnership, on behalf of the Borrower.
Notary Public
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Execution page of the Trustee to the Regulatory Agreement, dated the date and year first written above.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By
Its Vice President
STATE OF MINNESOTA )
) SS.
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this ____ day of ________________,
2022, by __________________________, the Vice President of U.S. Bank Trust Company, National
Association, a national banking association, on behalf of the Trustee.
Notary Public
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EXHIBIT A
LEGAL DESCRIPTION OF LAND
[Insert legal description]
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EXHIBIT B
FORM OF INCOME CERTIFICATION
TENANT INCOME CERTIFICATION
Initial Certification Recertification Other
_______________
Effective Date: _________________________
Move-in Date: __________________________
(MM/DD/YY): _________________________
PART I. DEVELOPMENT DATA
Property Name: 42nd & Central Apartments
Address: 800 42nd Avenue NE, Columbia Heights, Minnesota
County: Anoka
Unit Number: ____________
BIN #:
_______________
# Bedrooms:
___________
PART II. HOUSEHOLD COMPOSITION
HH
Br #
Last Name
First Name &
Middle Initial
Relationship to
Head of
Household
Date of Birth
(MM/DD/Y
Y)
F/T Student
(Y or N)
Social Security
or Alien Reg.
No.
1 HEAD
2
3
4
5
6
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH
Br #
(A)
Employment or Wages
(B)
Soc. Security / Pensions
(C)
Public Assistance
(D)
Other Income
TOTA
L
$ $ $ $
Add totals from (A) through (D) above TOTAL INCOME (E): $
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PART IV. INCOME FROM ASSETS
HH
Mbr#
(F)
Type of Asset
(G)
C/I
(H)
Cash Value of Asset
(I)
Annual Income from
Asset
TOTALS:
$ $
Enter Column (H) Total Passbook Rate
if over $5,000 $________________ x 2.00 % = (J) Imputed Income
Enter the greater of the total column I, or J: imputed income TOTAL INCOME FROM
ASSETS (K)
$
$
(L) Total Annual Household Income from all sources [Add (E) + (K)] $
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. I/we have provided for each
person(s) set forth in Part II acceptable verification of current anticipated annual income. I/we agree to notify the landlo rd
immediately upon any member of the household moving out of the unit or any new member moving in. I/we agree to
notify the landlord immediately upon any member becoming a full-time student.
Under penalties of perjury, I/we certify that the information presented in this Certi fication is true and accurate to the best
of my/our knowledge and belief. The undersigned further understands that providing false representations herein
constitutes an act of fraud. False, misleading or incomplete information may result in the terminati on of the lease
agreement.
_______________________
Signature
____________________
(Date)
_______________________
Signature
____________________
(Date)
_______________________
Signature
____________________
(Date)
_______________________
Signature
____________________
(Date)
PART V. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD
INCOME FROM ALL SOURCES
From Item (L) on page 1
Current Income Limit per Family Size: $
_________________
Household Income at Move-in
$__________________
Household Meets
Income Restriction
at:
60%
50%
40%
30%
___%
RECERTIFICATION ONLY:
Current Income Limit x 140%
$
_______________________________
Household income exceeds 140% at
recertification:
Yes No
Household Size at Move-in:
_____________
$
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PART VI. RENT
Tenant Paid Rent $
_________________
Utility Allowance $
_________________
GROSS RENT FOR UNIT:
Tenant paid rent plus Utility
Allowance and other non-optional
charges
Maximum Rent Limit for this unit: $
_________________
Rent Assistance: $
______________________
Other non-optional charges: $
______________________
Unit Meets Rent Restriction at:
60% 50% 40% 30% ___%
PART VII. STUDENT STATUS
ARE ALL OCCUPANTS FULL-
TIME
STUDENTS?
yes no
If yes, enter student explanation**
(also attach documentation)
Student explanation:
1. TANF assistance
2. Job training program
3. Single parent/dependent child
4. Married/joint return*
*Exception for married/joint return is the only exception available for units necessary to qualify tax -exempt bonds.
PART VIII. PROGRAM TYPE
Mark the program(s) listed below (a. through e.) for which this household’s unit will be counted toward the property’s
occupancy requirements. Under each program marked, indicate the household’s income status as established by this
certification/recertification
a. Tax Credit b. HOME c. Tax Exempt d. AHDP e. ____________
(Name of Program)
See Part V above.
Income Status
Income Status
Income Status
Income Status
≤ 50% AMGI
≤ 60% AMGI
≤ 80% AMGI
≤ 0I **
50% AMGI
60% AMGI
80% AMGI
0I **
≤ 50% AMGI
≤ 80% AMGI
≤ 0I **
__________
__________
≤ 0I **
** Upon recertification, household was determined over income (OI) according to eligibility requirements of the
program(s) marked above.
SIGNATURE OF OWNER / REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted, the individual(s)
named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section 42 of the Internal
Revenue Code, as amended, and the Land Use Restriction Agreement (if applicable), to live in a unit in this Project.
________________________________________________ ________________
SIGNATURE OF OWNER / REPRESENTATIVE DATE
$
Enter
1-4
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INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I – Development Data
Check the appropriate box for Initial Certification (move-in), Recertification (annual recertification), or
Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household
composition, or other state-required recertification).
Move-in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move-in, this should be the
move-in date. For annual recertification, this effective date should be no later
than one year from the effective date of the previous (re)certification.
Property Name Enter the name of the development.
County Enter the county (or equivalent) in which the building is located.
BIN # Enter the Building Identification Number (BIN) assigned to the building (from
IRS Form 8609).
Address Enter the unit number.
Unit Number Enter the unit number.
# Bedrooms Enter the number of bedrooms in the unit.
Part II – Household Composition
List all occupants of the unit. State each household member’s relationship to the head of the household
by using one of the following coded definitions:
H Head of household S Spouse
A Adult co-tenant O Other family member
C Child F Foster child
L Live-in caretaker N None of the above
Enter the date of birth, student status, and Social Security number or alien registration number for each
occupant.
If there are more than seven occupants, use an additional sheet of paper to list the remaining household
members and attach it to the certification.
Part III – Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income, including
acceptable forms of verification.
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From the third party verification forms obtained from each income source, enter the gross amount
anticipated to be received for the 12 months from the effective date of the (re)certification. Complete a
separate line for each income-earning member. List the respective household member number from
Part II.
Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and
other income from employment; distributed profits and/or net income from a
business.
Column (B) Enter the annual amount of Social Security, Supplemental Security Income,
pensions, military retirement, etc.
Column (C) Enter the annual amount of income received from public assistance (i.e., TANF,
general assistance, disability, etc.)
Column (D) Enter the annual amount of alimony, child support, unemployment benefits, or
any other income regularly received by the household.
Row (E) Add the totals from columns (A) through (D) above. Enter this amount.
Part IV – Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets,
including acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount anticipated
to be received during the 12 months from the effective date of the certification. List the respective
household member number from Part II and complete a separate line for each member.
Column (F) List the type of asset (i.e., checking account, savings account, etc.)
Column (G) Enter C (for current, if the family currently owns or holds the asset), or I (for
imputed, if the family has disposed of the asset for less than fair market value
within two years of the effective date of (re)certification).
Column (H) Enter the cash value of the respective asset.
Column (I) Enter the anticipated annual income from the asset (i.e., savings account balance
multiplied by the annual interest rate).
TOTALS Add the total of Column (H) and Column (I), respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income.
Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income.
Row (K) Enter the Greater of the total in Column (I) or (J)
Row (L) Total Annual Household Income from All Sources Add (E) and (K) and enter
the total
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HOUSEHOLD CERTIFICATION AND SIGNATURES
After all verifications of income and/or assets have been received and calculated, each household member
age 18 or older must sign and date the Tenant Income Certification. For move-in, it is recommended that
the Tenant Income Certification be signed no earlier than five days prior to the effective date of the
certification.
Part V – Determination of Income Eligibility
Total Annual Household Enter the number from item (L).
Income from all sources
Current Income Limit per Enter the Current Move-in Income Limit for the household size.
Family Size
Household income at move-in For recertifications only. Enter the household income from the
Household size at move-in move-in certification. On the adjacent line, enter the number of
household members from the move-in certification.
Household Meets Income Check the appropriate box for the income restriction that the
Restriction household meets according to what is required by the set-aside(s)
for the project.
Current Income Limit x 140% For recertification only. Multiply the Current Maximum Move-
in Income Limit by 140% and enter the total. Below, indicate
whether the household income exceeds that total. If the Gross
Annual Income at recertification is greater than 140% of the
current income limit, then the available unit rule must be
followed.
Part VI – Rent
Tenant Paid Rent Enter the amount the tenant pays toward rent (not including rent assistance
payments such as Section 8).
Rent Assistance Enter the amount of rent assistance, if any.
Utility Allowance Enter the utility allowance. If the owner pays all utilities, enter zero.
Other non-optional Enter the amount of non-optional charges, such as mandatory garage rent,
charges storage lockers, charges for services provided by the development, etc.
Gross Rent for Unit Enter the total of Tenant Paid Rent plus Utility Allowance and other non-optional
charges.
Maximum Rent Enter the maximum allowable gross rent for the unit.
Limit for this unit
Unit Meets Rent Check the appropriate rent restriction that the unit meets according to what is
Restriction at 40% required by the set-aside(s) for the project.
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Part VII – Student Status
If all household members are full-time* students, check “yes.” If at least one household member is not a
full-time student, check “no.”
If “yes” is checked, the appropriate exemption must be listed in the box to the right. If none of the
exemptions apply, the household is ineligible to rent the unit.
* Full time is determined by the school the student attends.
Part VIII – Program Type
Mark the program(s) for which this unit will be counted toward the property’s occupancy requirements.
Under each program marked, indicate the household’s income status as established by this
certification/recertification. If the property does not participate in the HOME, Tax-Exempt Bond,
Affordable Housing Disposition, or other housing program, leave those sections blank.
Tax Credit See Part V above.
HOME If the property participates in the HOME program and the unit this household
will occupy will count towards the HOME program set-asides, mark the
appropriate box indicating the household’s designation.
Tax Exempt If the property participates in the Tax Exempt Bond program, mark the
appropriate box indicating the household’s designation.
AHDP If the property participates in the Affordable Housing Disposition Program
(AHDP), and this household’s unit will count towards the set-aside requirements,
mark the appropriate box indicating the household’s designation.
Other If the property participates in any other affordable housing program, complete the
information as appropriate.
SIGNATURE OF OWNER / REPRESENTATIVE
It is the responsibility of the owner or the owner’s representative to sign and date this document
immediately following execution by the resident(s).
The responsibility of documenting and determining eligibility (including completing and signing the
Tenant Income Certification form) and ensuring such documentation is kept in the tenant file is extremely
important and should be conducted by someone well-trained in tax credit compliance.
These instructions should not be considered a complete guide on tax credit compliance. The
responsibility for compliance with federal program regulations lies with the owner of the building(s) for
which the credit is allowable.
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EXHIBIT C
CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE
___________, 20__
TO: City of Columbia Heights, Minnesota
590 – 40th Avenue NE
Columbia Heights, Minnesota 55421
Attention: Community Development Director
and (prior to the discharge of the Bonds (hereinafter defined))
U.S. Bank Trust Company, National Association
60 Livingston Avenue, Third Floor
EP-MN-WS3C
Saint Paul, Minnesota 55107-2292
Attention: Corporate Trust Services
Re: Multifamily Housing Revenue Bonds (42nd & Central Apartments Project), Series 2022 (the
“Bonds”)
The undersigned, an authorized representative for 42 Central Limited Partnership, a Minnesota
limited partnership (the “Owner”), hereby certifies, represents, and warrants that:
1. The Owner owns the multifamily housing development located at 800 42nd Avenue NE
in the City of Columbia Heights commonly known as 42nd & Central Apartments (the “Project”).
2. The undersigned and the Owner have read and are thoroughly familiar with the
provisions of (i) the Regulatory Agreement, dated as of June 1, 2022, but effective as of June [__], 2022
(the “Regulatory Agreement”), between the Owner, the City of Columbia Heights, Minnesota (the
“Issuer”), and U.S. Bank Trust Company, National Association (the “Trustee”); and (ii) the Loan
Agreement, dated as of June 1, 2022 (the “Loan Agreement”), between Issuer and the Owner with respect
to the Bonds. The Regulatory Agreement was executed, delivered, and recorded against the Project in
connection with the issuance of the Bonds.
3. A review of the activities of the Owner and of the Owner’s performance under the
Regulatory Agreement and the Loan Agreement during the year ending ____ has been made under the
supervision of the undersigned.
4. The Project’s Qualified Project Period commenced on _________, 20__ (the date on
which ten percent (10%) of the residential units in the Project were occupied), and will end on the latest
of:
(i) _________, 20__ (the date which is fifteen (15) years after the date on which
fifty percent (50%) of the residential units in the Project were occupied);
(ii) the first day on which no tax-exempt private activity bond issued with respect to
the Project is outstanding, or
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(iii) the date on which any assistance provided with respect to the Project under
Section 8 of the United States Housing Act of 1937 terminates.
5. As of the date of this Certificate, the following percentages of completed residential units
in the Project are (i) occupied by Low Income Tenants or (ii) currently vacant and being held available for
occupancy by Low Income Tenants and have been so held continuously since the date a Low Income
Tenant vacated such unit, as indicated:
Occupied by Low Income Tenants _____ % Units Nos.____
Continuously held vacant for occupancy by Low Income
Tenants since last occupied by Low Income Tenants
_____ % Units
Nos.____
6. At no time since the date of filing of the last Continuing Program Compliance Certificate
(or since the issuance of the Bonds, if this is the first such certificate) has less than _____ units,
representing 40% of the completed units in the Project, been occupied by or were last occupied by Low
Income Tenants.
7. As of the date of this Certificate, at least forty percent (40%) of the units in the Project
are (i) occupied by persons or families with Adjusted Income which does not exceed sixty percent (60%)
of the Median Income for the Area adjusted for household size; or (ii) held vacant for occupancy for
persons or families with Adjusted Income which does not exceed sixty percent (60%) of the Median
Income for the Area adjusted for household size. Project Units occupied or held vacant for persons or
families with Adjusted Income which does not exceed sixty percent (60%) of the Median Income for the
Area adjusted for household size include Unit numbers _______________________________.
8. At all times since the date of filing of the last Continuing Program Compliance
Certificate the rent on at least twenty percent (20%) of the units in the Project has been equal to or less
than applicable area fair market rents or exception fair market rents for existing housing as established
from time to time by the federal Department of Housing and Urban Development. The rental rates of all
units in the Project for which project-based federal assistance payments will be made under a Section 8
Housing Assistance Payment Contract are deemed to be within the rent limitations of Minnesota Statutes,
Section 474A.047, subdivision 1(a).
9. To the knowledge of the undersigned, after due inquiry, all units were rented or available
for rental on a continuous basis during the immediately preceding year to members of the general public,
and the Owner is not now and has not been in default under the terms of the Regulatory Agreement and
the Loan Agreement and, to the knowledge of the undersigned, no Determination of Taxability has
occurred with respect to the Bonds.
10. [CHOOSE ONE: None/One or more] of the Tenants in the Project are currently
receiving assistance under Section 8 of the United States Housing Act of 1937.
11. Unless otherwise expressly provided herein or unless the context requires otherwise, the
capitalized terms used but not defined herein shall have the meaning assigned to such terms in the
Regulatory Agreement.
12. The Owner has not transferred any interest in the Project since the date of submission of
the Continuing Program Compliance Certificate last submitted to the Trustee and the Issuer with respect
to the Project. (If the Owner has transferred any interest in the Project, such transfer should be
detailed here.)
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Dated: _____________, 20__.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
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HUD RIDER TO RESTRICTIVE COVENANTS
This RIDER TO RESTRICTIVE COVENANTS (the “Rider”) is made as of June 1, 2022, but
effective as of June [__], 2022, by the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a municipal
corporation, home rule city, and political subdivision of the State of Minnesota (together with its
successors and assigns, the “Issuer”), 42 CENTRAL LIMITED PARTNERSHIP, a Minnesota limited
partnership (together with its successors and assigns, the “Borrower”), and U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture
referred to below (together with its successors and assigns, the “Trustee”).
WHEREAS, Borrower has obtained financing from Colliers Mortgage LLC, a Delaware limited
liability company (the “Lender”), for the benefit of the project to be known as 42nd & Central
Apartments, on a site located at 800 42nd Avenue NE, Columbia Heights, Minnesota (the “Project”),
which loan is secured by a Multifamily Mortgage, Assignment of Leases and Rents, and Security
Agreement (Minnesota), dated as of June 1, 2022 (the “Security Instrument”), and recorded in the office
of the [County Recorder] [Registrar of Titles] of Anoka County, Minnesota (the “Records”)
simultaneously herewith and is insured by the United States Department of Housing and Urban
Development (“HUD”);
WHEREAS, Borrower has received tax-exempt bond financing from the Issuer, which Issuer is
requiring certain restrictions be recorded against the Project; and
WHEREAS, HUD requires as a condition of its insuring Lender’s financing to the Project, that
the lien and covenants of the Regulatory Agreement to which this Rider is attached (the “Restrictive
Covenants”) be subordinated to the lien, covenants, and enforcement of the Security Instrument; and
WHEREAS, the Issuer has agreed to subordinate the Restrictive Covenants to the lien of the
Mortgage Loan in accordance with the terms of this Rider.
NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
(a) In the event of any conflict between any provision contained elsewhere in the Restrictive
Covenants and any provision contained in this Rider, the provision contained in this Rider shall govern
and be controlling in all respects as set forth more fully herein.
(b) The following terms shall have the following definitions:
“Code” means the Internal Revenue Code of 1986, as amended.
“HUD” means the United States Department of Housing and Urban Development.
“HUD Regulatory Agreement” means the Regulatory Agreement between Borrower and HUD with
respect to the Project, as the same may be supplemented, amended or modified from time to time.
“Lender” means Colliers Mortgage, LLC, a Delaware limited liability company, its successors and
assigns.
“Mortgage Loan” means the mortgage loan made by the Lender to the Borrower pursuant to the Mortgage
Loan Documents with respect to the Project.
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“Mortgage Loan Documents” means the Security Instrument, the HUD Regulatory Agreement and all
other documents required by HUD or Lender in connection with the Mortgage Loan.
“National Housing Act” means the National Housing Act, 12 USC § 1701 et seq., as amended.
“Program Obligations” has the meaning set forth in the Security Instrument.
“Residual Receipts” has the meaning specified in the HUD Regulatory Agreement.
“Security Instrument” means the mortgage or deed of trust from the Borrower in favor of the Lender, as
the same may be supplemented, amended or modified.
“Surplus Cash” has the meaning specified in the HUD Regulatory Agreement.
(c) Notwithstanding anything in the Restrictive Covenants to the contrary, the provisions
hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the
Security Instrument, and (ii) Program Obligations (the Mortgage Loan Documents and Program Obligations
are collectively referred to herein as the “HUD Requirements”). Borrower covenants that it will not take or
permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants.
In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the
HUD Requirements, HUD shall be and remains entitled to enforce the HUD Requirements.
Notwithstanding the foregoing, nothing herein limits the Issuer’s ability to enforce the terms of the
Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National
Housing Act or the regulations related thereto. The Borrower represents and warrants that to the best of
Borrower’s knowledge the Restrictive Covenants impose no terms or requirements that conflict with the
National Housing Act and related regulations.
(d) In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants
(including without limitation, any and all land use covenants and/or restrictions contained herein) shall
automatically terminate.
(e) Borrower and the Issuer acknowledge that Borrower’s failure to comply with the
covenants provided in the Restrictive Covenants will does not and will not serve as a basis for default
under the HUD Requirements, unless a separate default also arises under the HUD Requirements.
(f) Except for the Issuer’s reporting requirement, in enforcing the Restrictive Covenants the
Issuer will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit
required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents
or other income from the property other than a claim against:
i. Available surplus cash, if the Borrower is a for-profit entity; or
ii. Available distributions of surplus cash and residual receipts authorized for release by
HUD, if the Borrower is a limited distribution entity; or
iii. Available residual receipts authorized for release by HUD, if the Borrower is a non-profit
entity; or
iv. A HUD-approved collateral assignment of any HAP contract.
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(g) For so long as the Mortgage Loan is outstanding, Borrower and Issuer shall not further
amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of
non-substantive matters, without HUD’s prior written consent.
(h) Subject to the HUD Regulatory Agreement, the Issuer may require the Borrower to
indemnify and hold the Issuer harmless from all loss, cost, damage and expense arising from any claim or
proceeding instituted against Issuer relating to the subordination and covenants set forth in the Restrictive
Covenants, provided, however, that Borrower’s obligation to indemnify and hold the Issuer harmless shall
be limited to available surplus cash and/or residual receipts of the Borrower.
(i) No action shall be taken in accordance with the rights granted herein to preserve the tax
exemption of the interest on the notes or bonds, or prohibiting the owner from taking any action that
might jeopardize the tax-exemption, except in strict accord with Program Obligations.
The statements and representations contained in this rider and all supporting documentation thereto are
true, accurate, and complete. This certification has been made, presented, and delivered for the purpose of
influencing an official action of HUD in insuring a multifamily loan, and may be relied upon by HUD as
a true statement of the facts contained therein.
Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to
submit) a document containing any false, fictitious, misleading, or fraudulent
statement/certification or entry may be criminally prosecuted and may incur civil administrative
liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to
applicable law, which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729,
3802, 24 C.F.R. Parts 25, 28 and 30, and 2 C.F.R. Parts 180 and 2424.
318
Item 14.
HUD Rider-4
CL162-60-781969.v2
Execution page of the Issuer to the HUD Rider, dated the date and year first written above.
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By
Its Mayor
By
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this _____ day of __________, 2022, by
Amáda Márquez Simula, the Mayor of the City of Columbia Heights, Minnesota, a municipal
corporation, home rule city, and political subdivision of the State of Minnesota, on behalf of the Issuer.
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this _____ day of __________, 2022, by
Kelli Bourgeois, the City Manager of the City of Columbia Heights, Minnesota, a municipal corporation,
home rule city, and political subdivision of the State of Minnesota, on behalf of the Issuer.
Notary Public
319
Item 14.
HUD Rider-5
CL162-60-781969.v2
Execution page of the Borrower to the HUD Rider, dated the date and year first written above.
42 CENTRAL LIMITED PARTNERSHIP, a
Minnesota limited liability company
By: _______________________, a Minnesota
____________________, its general partner
By:
Name:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this ____ day of ____________, 2022,
by ________________________, the ________________________ of __________________________, a
Minnesota ____________________, the general partner of 42 Central Limited Partnership, a Minnesota
limited partnership, on behalf of the Borrower.
Notary Public
320
Item 14.
HUD Rider-6
CL162-60-781969.v2
Execution page of the Trustee to the HUD Rider, dated the date and year first written above.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By
Its Vice President
STATE OF MINNESOTA )
) SS.
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this ____ day of ________________,
2022, by __________________________, the Vice President of U.S. Bank Trust Company, National
Association, a national banking association, on behalf of the Trustee.
Notary Public
321
Item 14.
CITY COUNCIL MEETING
AGENDA SECTION PUBLIC HEARINGS
MEETING DATE 3/14/2022
ITEM: Adopt Provisional Rental License
DEPARTMENT: Fire BY/DATE: Dan O’Brien 3/14/2022
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength X Excellent Housing/Neighborhoods
_Equity and Affordability _Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND:
Consideration of approval of a rental housing license application to operate a rental unit within the City of
Columbia Heights for the property located at:
4044 Jefferson St NE
with a six (6)-month provision from the date of adoption for replacement of garage for compliance with city
code.
RECOMMENDED MOTION(S):
MOTION: Move to close the public hearing and to waive the reading of Resolution Number 20 22-39, being
ample copies available to the public.
MOTION: Move to adopt Resolution Number 2022-39, being Resolution of the City Council of the City of
Columbia Heights approving a six (6)-month provisional rental housing license pursuant to City Code of the
rental license listed.
ATTACHMENT(S):
Res. 2022-39 – Provisional License – 4044 Jefferson St
322
Item 15.
RESOLUTION NO. 2022-39
Resolution of the City Council for the City of Columbia Heights approving a six (6)-month provisional rental
license for the property rental license applicant Brian Buffington of Home SFR Borrower LLC (Hereinafter
"License Applicant").
Whereas, License Applicant is the legal representative/owner of the real property located at 4044 Jefferson St
NE., Columbia Heights, Minnesota,
Whereas, pursuant to City Code, written notice setting forth the causes and reasons for the proposed Council
action contained herein was given to the License Holder on March 10th, 2022 of a public hearing to be held on
March 14th, 2022.
Now, therefore, in accordance with the foregoing, and all ordinances and regulations of the City of Columbia
Heights, the City Council of the City of Columbia Heights makes the following:
FINDINGS OF FACT
1. That on 8/27/2020, the garage located on the property was destroyed by fire.
2. That on 1/10/2022, the rental occupancy license for the property was revoked.
3. That on 2/2/2022, the city’s Building Official, during a rental licensing inspection of the property noted
that the garage had not been replaced.
4. That on 2/8/2022, a notice, building permit application, and garage construction information was sent
via email and postal service to inform the Property Owner that replacement of the garage was
necessary for licensure compliance with city code.
5. That on 3/9/2022, the License Applicant applied for a building permit and submitted plans to the
Building Official for replacement of the garage.
6. That on 3/9/2022, the License Applicant submitted a rental Occupancy license application to the fire
department.
7. That all parties, including the License Holder and any occupants or tenants, have been given the
appropriate notice of this hearing according t o the provisions of the City Code.
ORDER OF COUNCIL
1. The rental license belonging to the License Holder described herein and identified by license number
22-0004550 is hereby granted as a six (6)-month provisional rental license with conditions.
2. The City will allow full reinstatement of the license after six (6) months if all conditions are met by License
Holder.
3. Council may revoke license at any time during provisional period if conditions are not met.
Passed this _________ day of ______________________, 2022
Offered by:
Seconded by:
Roll Call:
323
Item 15.
City of Columbia Heights - Council Resolution Page 2
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
324
Item 15.
CITY COUNCIL MEETING
AGENDA SECTION BID CONSIDERATION
MEETING DATE MARCH 14, 2022
ITEM: Adopt Resolution 2022-38 Being a Resolution Accepting Bids and Awarding the Contract for 2022
Water Main Structural Lining and Rehabilitation Project, City Project No. 2203
DEPARTMENT: Public Works BY/DATE: Kevin Hansen 03/02/22
CITY STRATEGY: (please indicate areas that apply by adding a bold “X” in front of the selected text below)
_Safe Community _Diverse, Welcoming “Small-Town” Feel
_Economic Strength _Excellent Housing/Neighborhoods
_Equity and Affordability X_Strong Infrastructure/Public Services
_Opportunities for Play and Learning _Engaged, Multi-Generational, Multi-Cultural Population
BACKGROUND: On January 10, 2022 the City Council authorized staff to seek bids for the Water Main Lining
and Rehabilitation Project. The City Council previously authorized the design for structurally lining the
following water mains in 2022:
• 37th Avenue from Central Avenue to Lincoln Street
• Pierce Street from 37th Avenue to the cul-de-sac
• Lincoln Street from 37th Avenue to the cul-de-sac
The water lining construction is scheduled for mid to late spring with completion in late summer of 2022. With
major road construction on 37th Avenue anticipated to take the entire 2023 construction season, utility
construction will be completed in advance of the road work. The proposed cost of the water lining project for
2022 is much larger than our annual water rehab plan, but the addition of Federal money through the
American Rescue Plan Act (ARPA) will offset the additional cost for Pierce and Lincoln Streets, and allow the
City to rehabilitate nearly twice as much water main. The Engineer’s Estimate for the work was $1,890,000.
STAFF RECOMMENDATION: Plans and specifications were advertised for bids in the LIFE newspaper on
January 14, 2022 and QuestCDN. Two bids were received and publicly read aloud at the March 1, 2022 bid
opening.
Staff recommends award to FER-PAL Construction USA LLC based upon their low, qualified, responsible bid.
RECOMMENDED MOTION(S):
MOTION: Move to waive the reading of Resolution 2022-38 there being ample copies available to the public.
MOTION: Move to adopt Resolution 2022-38, being a resolution accepting bids and awarding the contract for
2022 Water Main Lining and Rehabilitation , City Project No. 2203, to FER-PAL Construction USA LLC based
upon their low, qualified, responsible base bid for lining in the amount of $998,851.00 with funds to be
appropriated from Fund 651-2203-45185; and, to transfer $800,000 of ARPA Grant Funds from the sanitary
sewer fund to Fund 651-2203-45185; and, furthermore, to authorize the Mayor and City Manager to enter
into a contract for the same.
325
Item 16.
City of Columbia Heights - Council Letter Page 2
ATTACHMENT(S): Resolution 2022-38
Bid Opening Minutes
SEH Recommendation Letter
326
Item 16.
RESOLUTION NO. 2022-38
A resolution of the City Council for the City of Columbia Heights, Minnesota,
WHEREAS, pursuant to an advertisement for bids for City Project No. 2203, 2022 Water Main Lining and
Rehabilitation Project, bids were received, opened and tabulated according to law.
Now therefore, in accordance with the foregoing, and all ordinances and regulations of the City of Columbia
Heights, the City Council of Columbia Heights makes the following:
FINDINGS OF FACT
The following bids were received complying with the advertisement:
Bidder Base Bid
FER-PAL Construction USA LLC $ 998,851
Michels Corporation $ 1,142,166
It appears that FER-PAL Construction USA LLC of Elgin, Illinois is the lowest responsible bidder.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF COLUMBIA HEIGHTS, MINNESOTA
1. The Mayor and City Manager are hereby authorized and directed to enter into a contract with
FER-PAL Construction USA LLC, in the name of the City of Columbia Heights, for City Project No.
2203, 2022 Water Main Lining and Rehabilitation Project, for a bid amount of $998,851 according
to plans and specifications therefore approved by the Council.
2. The City Engineer is hereby authorized and directed to retain the deposit of the successful bidder
and the next lowest bidder until the contract has been signed.
3. City Project No. 2203 shall be funded with $998,851 appropriated from Fund 651-52203-5185.
ORDER OF COUNCIL
Passed this 14th day of March, 2022
Offered by:
Seconded by:
Roll Call:
Amáda Márquez Simula, Mayor
Attest:
Sara Ion, City Clerk/Council Secretary
327
Item 16.
CITY OF COLUMBIA HEIGHTS Minutes of Bid Opening on Tuesday, March 1, 2022, 10:00 a.m. 37th Avenue Water Main Rehabilitation Project City Project 2203 Pursuant to an advertisement for bids for the 37th Avenue Water Main Rehabilitation Project, City Project 2203, an administrative meeting was held on March 1, 2022, at 10:00 a.m. for the purpose of bid opening. Attending the meeting was: John Dezial, Fer-Pal Jim Hauth, Utilities Superintendent Willie Grams, Michels Pipe Services Kevin Hansen, City Engineer Dave Hutton, SEH Bids were opened and read aloud as follows:
Bidder Total Base Bid
Fer-Pal Construction USA LLC $998,851.00
Michels Pipe Services $1,142,166.00
Respectfully submitted, Dave Hutton, PE (Lic. MN, ND, WI) Project Manager
328
Item 16.
Engineers | Architects | Planners | Scientists
Short Elliott Hendrickson Inc., 10400 Yellow Circle Drive, Suite 500, Minnetonka, MN 55343-9229
952.912.2600 | 800.734.6757 | 888.908.8166 fax | sehinc.com
SEH is 100% employee-owned | Affirmative Action–Equal Opportunity Employer
March 2, 2022 RE: City of Columbia Heights, MN
37th Avenue Watermain Rehabilitation
Project
Award Recommendation
SEH No. COLHT 162720
Mr. Kevin Hansen, PE
City Engineer
City of Columbia Heights
638 38th Avenue NE
Columbia Heights, MN 55421
On March 1, 2022, 2 bids were received for the above-referenced project. The bids ranged from a high of
$1,142,166.00 to a low of $998,851.00. The low bid received was submitted by Fer-Pal Construction USA
LLC, Elgin, Illinois in the amount of $998,851.00.
Fer-Pal Construction USA, LLC $998,851.00
Michels Corporation $1,142,166.00
The Engineer’s Estimate was $1,913,060.00. We have attached a detailed bid tabulation for your
information.
The project consists of rehabilitating approximately 3,250 LF of 6” water main on 37th Ave between
Central Ave. and Lincoln Street, including Pierce and Lincoln Streets via the Cured In Place Pipe (CIPP)
Lining method of construction. This work is expected to be completed by September 1, 2022.
We have investigated the qualifications of Fer-Pal Construction USA, LLC, and find they have a sufficient
understanding of the project and the equipment to perform the construction project for which it bid. We
are very familiar with their expertise in the field of water main lining and they are fully qualified to
complete the project successfully and meet the City’s expectations.
Accordingly, we recommend the project be awarded to Fer-Pal Construction USA, LLC in the amount of
$998,851.00 at your next City Council meeting on March 14, 2022.
Sincerely,
David E. Hutton, PE (Lic. MN, ND, WI)
Project Manager
Enclosure: Bid Tabulation
x:\ae\c\colht\162720\6-bid-const\recaward ltr.docx
329
Item 16.
TABULATION OF BIDS 12
37th Avenue Water Main Rehabilitation Project Engineer's Estimate Fer-Pal Construction USA LLC Michels Corporation
Columbia Heights City Project No. 2203 1350 Gasket Drive 817 Main Street
SEH No.: COLHT 162720 Elgin, IL 60120 Brownsville, WI 53006
Bid Date: 10:00 a.m., Tuesday, March 1, 2022
Item No. Item Unit
Est.
Quantity Unit Price Total Price Unit Price Total Price Unit Price Total Price
1 Mobilization LS 1 $50,000.00 $50,000.00 $36,500.00 $36,500.00 $92,650.00 $92,650.00
2 Traffic Control LS 1 20,000.00 20,000.00 28,700.00 28,700.00 32,029.00 32,029.00
3 Temporary Water Distribution System LS 1 30,000.00 30,000.00 65,500.00 65,500.00 76,598.00 76,598.00
4 Remove Watermain Pipe LF 420 45.00 18,900.00 10.30 4,326.00 5.00 2,100.00
5 Remove Concrete Curb & Gutter LF 70 10.00 700.00 4.10 287.00 26.50 1,855.00
6 Remove Concrete Pavement SY 200 50.00 10,000.00 9.30 1,860.00 44.50 8,900.00
7 Remove Bituminous Pavement SY 140 35.00 4,900.00 6.20 868.00 44.50 6,230.00
8 6-Inch DIP LF 375 90.00 33,750.00 60.00 22,500.00 65.50 24,562.50
9 8-Inch DIP LF 45 100.00 4,500.00 66.00 2,970.00 80.00 3,600.00
10 Ductile Iron Fittings LB 7,200 10.00 72,000.00 9.30 66,960.00 1.00 7,200.00
11 Remove Gate Valve & Box EA 19 2,000.00 38,000.00 412.00 7,828.00 206.00 3,914.00
12 6-Inch Gate Valve & Box EA 19 3,000.00 57,000.00 3,660.00 69,540.00 3,341.00 63,479.00
13 8-Inch Gate Valve & Box EA 2 4,300.00 8,600.00 5,600.00 11,200.00 4,176.00 8,352.00
14 Remove and Replace Hydrant EA 6 10,000.00 60,000.00 9,500.00 57,000.00 8,631.00 51,786.00
15 Connect to Existing Watermain EA 49 4,200.00 205,800.00 2,300.00 112,700.00 2,506.00 122,794.00
16 Lining Pit 10'x10' EA 15 25,000.00 375,000.00 4,500.00 67,500.00 9,968.00 149,520.00
17 Lining Pit 10'x20' EA 5 30,000.00 150,000.00 5,000.00 25,000.00 9,968.00 49,840.00
18 Lining Pit 10'x30' EA 1 35,000.00 35,000.00 5,500.00 5,500.00 13,086.00 13,086.00
19 Lining Pit 10'x40' EA 2 40,000.00 80,000.00 6,450.00 12,900.00 13,086.00 26,172.00
20 6-Inch CIPP Watermain Lining LF 3,250 150.00 487,500.00 100.00 325,000.00 85.50 277,875.00
21 CIPP Water Service Reinstatement EA 41 1,000.00 41,000.00 100.00 4,100.00 823.50 33,763.50
22 Granular Borrow TON 1,375 43.00 59,125.00 22.70 31,212.50 30.50 41,937.50
23 Aggregate Base, Clase 5 TON 135 67.00 9,045.00 28.90 3,901.50 53.50 7,222.50
24 Bituminous Pavement TON 80 385.00 30,800.00 221.50 17,720.00 245.00 19,600.00
25 Bituminous Curb & Gutter LF 50 25.00 1,250.00 26.80 1,340.00 33.50 1,675.00
26 Concrete Curb & Gutter LF 20 50.00 1,000.00 140.00 2,800.00 72.50 1,450.00
27 Turf Restoration SY 170 27.00 4,590.00 3.40 578.00 12.50 2,125.00
28 Sediment Control Log (Bio-Roll) LF 2,400 9.00 21,600.00 4.10 9,840.00 3.50 8,400.00
29 Street Sweeping HR 20 150.00 3,000.00 136.00 2,720.00 172.50 3,450.00
TOTAL BID PRICE $1,913,060.00 $1,142,166.00$998,851.00
$1,913,060.00 $998,851.00 $1,142,166.00
Short Elliott Hendrickson Inc.Page 1 of 1
330
Item 16.