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HomeMy WebLinkAbout2023-079CITY OF COLUMBIA HEIGHTS, MINNESOTA RESOLUTION NO.2023-079 A RESOLUTION AWARDING THE SALE OF TAXABLE GENERAL OBLIGATION TEMPORARY TAX INCREMENT REFUNDING BONDS, SERIES 2023A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $6,615,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; AUTHORIZING THE EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY BE IT RESOLVED By the City Council of the City of Columbia Heights, Anoka County, Minnesota (the "City"), as follows: Section 1. Sale of the Bond. 1.01. Authorization. Pursuant to a resolution adopted by the City Council on October 23, 2023, the City authorized the sale of its Taxable General Obligation Temporary Tax Increment Refunding Bonds, Series 2023A (the "Bond"), pursuant to Minnesota Statutes, Chapters 469 and 475, as amended, including Sections 469.174 through 469.1794, particularly Section 469.178, subdivision 5, Section 475.65, subdivision 6, and Section 475.67, subdivision 3 (collectively, the "Act"), to refinance the City's Taxable General Obligation Temporary Tax Increment Bonds, Series 2021A (the "Refunded Bond"), dated July 29, 2021, issued in the original aggregate principal amount of $5,935,000. The Refunded Bond is outstanding in the full principal amount as is subject to optional redemption on or after August 1, 2022. The City used the proceeds of the Refunded Bond to pay all or a portion of the public redevelopment costs incurred or to be incurred within the Alatus TIF District (the "TIF District") established within the Downtown Central Business Redevelopment Project as identified in the tax increment financing plan for the TIF District, including but not limited to a bridge loan provided to Alatus Columbia Heights II LLC, a Delaware limited liability company, for land acquisition, demolition, and related costs (the "Project Costs"). 1.02. Award to the Purchaser and Interest Rate. A tabulation of proposals received for the purchase of the Bond is attached hereto as EXHIBIT A. The proposal of Robert W. Baird & Co., Inc., Milwaukee, Wisconsin, as syndicate manager (the "Purchaser"), to purchase the Bond is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bond at a price of $6,575,971.50 (par amount of $6,615,000.00, plus original issue premium of $5,622.75, less underwriter's discount of $44,651.25), plus accrued interest, if any, to the date of delivery for the Bond. The Bond shall bear interest at a rate of 5.200% per annum. The true interest cost of the Bond is 5.4915352%. 1.03. Purchase Contract. The amount proposed by the Purchaser in excess of the minimum bid shall be credited to the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the Finance Director in consultation with the City's municipal advisor. The good faith deposit of the Purchaser shall be retained and deposited until the Bond has been CL 162-68-915951.v2 delivered and shall be deducted from the purchase price paid at settlement. The Mayor and the City Manager, or if the City Manager position is vacant, the Interim City Manager (hereinafter, the "City Manager"), are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amount of the Bond. The City will forthwith issue and sell the Bond pursuant to the Act, in the total principal amount of $6,615,000, originally dated the date of delivery (which is anticipated to be December 14, 2023), in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, bearing interest as above set forth, and maturing on February 1, 2026. 1.05. Optional Redemption. The City may elect on August 1, 2024, and on any day thereafter to prepay the Bond. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all of the Bond is called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bond will be issued only in fully registered form. The interest thereon and, upon surrender of the Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. The Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bond is payable on February 1 and August 1 of each year, commencing August 1, 2024, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar" and "Paying Agent"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Re ister. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of the Bond and the registration of transfers and exchanges of the Bond entitled to be registered, transferred or exchanged. (b) Transfer of Bond. Upon surrender for transfer of the Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. CL 162-68-915951.v2 2 (c) Exchange of Bond. When the Bond is surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. The Bond surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When the Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name the Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of the Bond sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, -Lost Stolen or Destxoyed Bond. If the Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of the Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. The Bond so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event the Bond is called for redemption, notice thereof identifying the Bond to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of the Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of the Bond. The Bond so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. CL162-68-915951.v2 2.04. Appointment of Initial Re ig strar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and the Bond in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of the City Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bond will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bond ceases to be such officer before the delivery of the Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, the Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on a different Bond need not be signed by the same representative. The executed certificate of authentication on the Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the Bond has been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. Section 3. Form of Bond. 3.01. Execution of the Bond. The Bond will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and to cause the opinion to be printed on or accompany the Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bond will be payable from the Taxable General Obligation Temporary Tax Increment Refunding Bonds, Series 2023A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall be administered and maintained by the Finance Director of the City as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. Tax increment revenues resulting from increases in taxable valuation of real property in the TIF District (the "Tax Increment Revenues") received by the Columbia Heights Economic Development Authority (the "Authority") from the TIF District are pledged to the Debt Service Fund pursuant to the Pledge Agreement (hereinafter defined). There is also appropriated to the Debt Service Fund (i) amounts over the minimum purchase price of the Bond paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof; (ii) capitalized interest financed from Bond proceeds, if any; and (iii) rounding in the amount of $1,738.25. CL 162-68-915951.v2 4 4.02. Redemption Fund. All proceeds of the Bond, less the appropriations made in Section 4.01 hereof and the costs of issuance of the Bond, will be deposited in a separate fund (the "Redemption Fund") to be used solely to pay the Refunded Bond on December 29, 2023 (the "Redemption Date"). Any balance remaining in the Redemption Fund after the payment in full of the Refunded Bond shall be deposited in the Debt Service Fund herein created for the Bond. 4.03. Pledge Agreement. An Amended and Restated Tax Increment Pledge Agreement between the City and the Authority, to be dated the date of issuance and delivery of the Bond (the "Pledge Agreement"), is hereby approved and shall be executed by the Mayor and the City Manager in substantially the form now on file with the City, with such additions, deletions, and other changes as are approved by the City Manager. The Pledge Agreement is to be executed and delivered in order to satisfy the requirements of Section 469.178, subdivision 2, Section 475.58, subdivision 1, and Section 475.61, subdivision I of the Act. The Pledge Agreement creates rights in the City and the Authority but is not intended to create duties or obligations of the City or the Authority to any other persons (including the beneficial or registered owners of the Bond) with respect to the Tax Increment Revenues or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law, and is not intended to create rights in or claims by any other persons (including the beneficial or registered owners of the Bond) with respect to the Tax Increment Revenues or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law. The Pledge Agreement amends and restates the Tax Increment Pledge Agreement, dated July 29, 2021, between the City and the Authority. 4.04. Tax Increment Revenues. The estimated amount of the Tax Increment Revenues available to pay debt service on the Bond exceeds twenty percent (20%) of the Project Costs related to the TIF District. The total Project Costs are estimated to be at least equal to the amount of the Bond. 4.05. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bond, as the same respectively become due, the full faith, credit, and taxing powers of the City are irrevocably pledged. If a payment of principal of or interest on the Bond becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of Tax Increment Revenues when received. Furthermore, in accordance with its statutory duties under Section 475.61, subdivision 6 and Section 469.178, subdivision 5 of the Act, the City covenants and agrees with the holders of the Bond that if the Bond cannot be paid at maturity from Tax Increment Revenues or from other funds appropriated by the City Council, the Bond will be paid from the proceeds of definitive bonds that will be issued and sold prior to the maturity date of the Bond. 4.06. Debt Service Coverage. It is hereby determined that the estimated collection of the Tax Increment Revenues for the payment of principal of and interest on the Bond will produce at least five percent (5%) in excess of the amount needed to meet, when due, the principal and interest payments on the Bond and that no tax levy is needed at this time. 4.07. Prior Debt Service Fund. The debt service fund heretofore established for the Refunded Bond pursuant to the resolution providing for the issuance and sale of the Refunded Bond shall be closed following the payment of the Refunded Bond, and all monies therein shall be transferred to the Debt Service Fund herein created. CL 162-68-915951.v2 4.08. Certificate of Manager of Property Records and Taxation as to Registration. The City Manager is authorized and directed to file a certified copy of this resolution with the Manager of Property Records and Taxation of Anoka County, Minnesota and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding of Tem oraty Bond; Findings. 5.01. Purpose of Refunding. Proceeds of the Bond will be used to pay the Refunded Bond on the Redemption Date, thereby providing additional temporary financing for the Project. It is hereby found and determined that based upon information presently available from the City's municipal advisor, the issuance of the Bond, a portion of which will be used to refund the Refunded Bond, is consistent with covenants made with the holder of the Refunded Bond and is necessary and desirable for the reduction of debt service costs to the City. 5.02. Application of Proceeds of Bond. It is hereby found and determined that the proceeds of the Bond deposited in the Redemption Fund, along with any other funds on hand in the debt service fund established for the Refunded Bond, will be sufficient to pay all of the principal of, interest on and redemption premium (if any) on the Refunded Bond on the Redemption Date. 5.03. Redemption; Date of Redemption Notice of Call for Redemption. The Refunded Bond will be redeemed and prepaid on the Redemption Date. The Refunded Bond will be redeemed and prepaid in accordance with the terms of the Refunded Bond and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as EXHIBIT C, which terms and conditions are hereby approved and incorporated herein by reference. The registrar for the Refunded Bond is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Refunded Bond at least thirty (30) days prior to the Redemption Date. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bond certified copies of proceedings and records of the City relating to the Bond and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bond, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Official Statement. The Mayor, the City Manager, and the Finance Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bond and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 6.03. Closing Certificates. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bond or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of CL 162-68-915951.v2 6 material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for and delivery of the Bond. 6.04. Electronic Signatures. The electronic signature of the Mayor, the City Manager, the Finance Director, and/or the City Clerk to this resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the City thereto. For purposes hereof, (i) "electronic signature" means a manually signed original signature that is then transmitted by electronic means; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a portable document format ("pdf') or other replicating image attached to an electronic mail or internet message. 6.05. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses in accordance with the closing memorandum to be prepared and distributed by Ehlers and Associates, Inc., the municipal advisor to the City, on the date of closing. Section 7. Book -Entry System; Limited Obligation of City. 7.01. DTC. The Bond will be initially issued in the form of a separate single typewritten or printed fully registered Bond for the maturity set forth in Section 1.04 hereof. Upon initial issuance, the ownership of the Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to the Bond registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds the Bond as a securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bond, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bond, (ii) the delivery to any Participant or any other person (other than a registered owner of the Bond, as shown by the registration books kept by the Registrar), of any notice with respect to the Bond, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of the Bond, of any amount with respect to principal of, premium, if any, or interest on the Bond. The City, the Registrar and the Paying Agent may treat and consider the person in whose name the Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of the Bond for the purpose of payment of principal, premium and interest with respect to the Bond, for the purpose of registering transfers with respect to the Bond, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bond only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bond to the extent of the sum or sums so paid. No person other than a registered owner of Bond, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. CL 162-68-915951.v2 7 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of, premium, if any, and interest on the Bond and notices with respect to the Bond. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bond will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bond that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bond at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as the Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bond, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bond; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 9. Defeasance. When all of the Bond and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bond will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bond will remain in full force and effect. The City may discharge all of the Bond which is due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If the Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. CL 162-68-915951.v2 Approved this 27"' day of November, 2023, by the City Council of the City of Columbia Heights, Minnesota. Offered by: Spriggs Seconded by: James Roll Call: All Ayes r 4AmdaMarquez Simu , Mayor ATTEST: �- C-S�� (S ra Ion, City Clerk CL162-68-915951.v2 EXHIBIT A PROPOSALS CL 162-68-915951.v2 A-1 gk�EHLERS ft PUBLIC FINANCE ADVISORS BID TABULATION $6,675,000* Taxable General Obligation Temporary Tax Increment Financing Bonds, Series 2023A Rating: S&P Global Ratings "AA" NAME OF BIDDER BAIRD Milwaukee, Wisconsin C.L. King & Associates Colliers Securities LLC Sierra Pacific Securities Crews & Associates, Inc. Commerce Bank, N.A. UMB Bank,N.A. Oppenheimer & Co. First Bankers' Banc Securities, Inc. Isaak Bond Investments, Inc Celadon Financial Group, LLC FMS Bonds Inc. Alliance Global Partners Wintrust Investments, LLC First Southern LLC Midland Securities Multi Bank Securities Inc. Dinosaur Securities Mountainside Securities LLC StoneX Financial Inc. Valdes and Moreno Central States Capital Markets Carty & Company, Inc. Seaport Global Securities LLC City of Columbia Heights, Minnesota SALE: November 27, 2023 AWARD: BAIRD Taxable - Non -Bank Qualified MATURITY TRUE (February I) INTEREST REOFFERING COUPON PRICE RATE YIELD RATE 2026 5.050% 5.200% $6,635,617.50 5.4915% Subsequent to bidopening decreased to 15,000. Adjusted Price - $6,575 97 .50Adjusted N t Interest Costs $771 97$6 6.00 Adjusted TIC - 5.4915% BUILDING COMMUNITIES. IT'S WHAT WE DO. into@ehlers-inc.com �, 1 (800) 552-1171 www.ehlers-inc.com CL 162-68-915951.v2 A-2 TRUE MATURITY INTEREST NAME OF BIDDER (February 1) PRICE RATE NORTHLAND SECURITIES, INC. Minneapolis, Minnesota BNY MELLON CAPITAL MANAGEMENT Pittsburgh, Pennsylvania KEYBANC CAPITAL MARKETS INCORPORATED Cleveland, Oltio $6,634,950.00 5.6718% $6,635,217.00 5.7449% $6,639,956.25 5.9092% Bid Tabulation November 27, 2023 City of Columbia Heights, Minnesota $6,675,000* Taxable General Obligation Temporary Tax Increment Financing Bonds, Series 2023A Page 2 CL 162-68-915951.v2 A-3 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF COLUMBIA HEIGHTS TAXABLE GENERAL OBLIGATION TEMPORARY TAX INCREMENT REFUNDING BOND SERIES 2023A Date of Rate Maturi Original Issue CUSIP February 1, 2026 December 14, 2023 Registered Owner: Cede & Co. The City of Columbia Heights, Minnesota, a duly organized and existing municipal corporation in Anoka County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $6,615,000 on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2024, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Bond Trust Services Corporation, Roseville, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on August 1, 2024, and on any day thereafter to prepay this Bond. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all of the Bond is called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount to be prepaid. DTC will determine by lot the amount of each participant's interest to be redeemed and each participant will then select by lot the beneficial ownership interests to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is issued pursuant to a resolution adopted by the City Council on November 27, 2023 (the "Resolution"), for the purpose of providing money to aid in refunding certain outstanding general obligations of the City, thereby providing additional temporary financing for public redevelopment costs of projects in the Alatus TIF District (the "TIF District") in the City, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 469 and 475, as amended, including Sections 469.174 through 469.1794, B-1 CL 162-68-915951.v2 Particularly Section 469.178, subdivision 5, Section 475.65, subdivision 6, and Section 475.67, subdivision 3. The principal hereof and interest hereon are payable primarily from tax increments resulting in increases in the taxable value of real property in the TIF District and from proceeds of definitive bonds to be issued by the City prior to the maturity hereof, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The Columbia Heights Economic Development Authority (the "Authority") has pledged the tax increments from the TIF District to the City for payment of the principal of and interest on the Bond, pursuant to the terms of an Amended and Restated Tax Increment Pledge Agreement of even date herewith between the City and the Authority. The full faith and credit of the City is irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increment revenues pledged, which taxes may be levied without limitation as to rate or amount. The Bond is issued only as a fully registered Bond in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for a Bond of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the salve date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Columbia Heights, Anoka County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. B-2 CL 162-68-915951.v2 Dated: December 14, 2023 (Facsimile) Mayor CITY OF COLUMBIA HEIGHTS, MINNESOTA (Facsimile) City Manager CERTIFICATE OF AUTHENTICATION This is the Bond delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION I: Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of Additional abbreviations may also be used though not in the above list. B-3 CL 162-68-915951.v2 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee B-4 CL 162-68-915951.v2 PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Registered Owner Cede & Co. Federal ID #13-2555119 Signature of Officer of Re istrar CL162-68-915951.v2 EXHIBIT C NOTICE OF CALL FOR REDEMPTION $5,935,000 CITY OF COLUMBIA HEIGHTS, MINNESOTA TAXABLE GENERAL OBLIGATION TEMPORARY TAX INCREMENT BONDS SERIES 2021A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Columbia Heights, Minnesota (the "City"), there have been called for redemption and prepayment on December 29, 2023 all outstanding principal of the bonds of the City designated as the Taxable General Obligation Temporary Tax Increment Bonds, Series 2021A (the "Bond"), dated July 29, 2021, having a stated maturity date of February 1, 2024, totaling $5,935,000 in principal amount, and with the following CUSIP number: Year of Maturity Amount to Be Redeemed CUSIP 2024 $5,935,000 197684 UEl The Bond is being called at a price of par plus accrued interest to December 29, 2023, on which date all interest on the Bond will cease to accrue. Redemption shall be within a maturity chosen by random selection by U.S. Bank Trust Company, National Association, as paying agent and registrar. Holders of the Bond hereby called for partial redemption are requested to present the Bond for payment at the office of U.S. Bank Trust Company, National Association, as registrar and paying agent, on or before December 29, 2023: U.S. Bank Trust Company, National Association Corporate Trust Services 111 Fillmore Avenue East St. Paul, MN 55107 Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2009, the paying agent is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any bonds subject to partial redemption and prepayment on the redemption date, unless the paying agent is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. C-1 CL162-68-915951.v2 Dated: , 2023. BY ORDER OF THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA By /s/ Kevin Hansen Interim City Manager City of Columbia Heights, Minnesota C-2 CL162-68-915951.v2