HomeMy WebLinkAbout26-102 - ADMIN Resolution - City Council - 2026/07/06Resolution No. 26-102
Awarding the sale of General Obligation Bonds, Series 2026A, in the
original aggregate principal amount of $9,930,000; fixing their form
and specifications; directing their execution and delivery; and
providing for their payment
Be it resolved by the city council (the “city council”) of the City of St. Louis Park,
Hennepin County, Minnesota (the “city”) as follows:
Section 1. Sale of bonds.
1.01. Authorization. Pursuant to a resolution adopted by the city council on
June 1, 2026 (the “authorizing resolution”), the city authorized the sale of its General Obligation
Bonds, Series 2026A (the “bonds”), pursuant to section 6.15 of the charter of the city (the
“charter”) and Minnesota Statutes, chapters 444 and 475, as amended (the “act”). The
authorizing resolution was approved by a vote of at least six (6) members of the city council.
(a) The city has determined to undertake various capital projects, including the
improvement and reconstruction of Cedar Lake Road and Louisiana Avenue (Phase 2),
improvements to sidewalks, bike trails and trails relating to the city’s Connect the Park project
(4025), road improvement and reconstruction in connection with the city’s pavement
management programs (4026 and 4027), and improvements, renovations and upgrades to the
city’s police department facility (collectively, the “capital projects”) pursuant to the charter.
(b) The city engineer has recommended the construction of various improvements
to the City’s water system, including not limited to watermain and utility improvements
associated with the Cedar Lake Road and Louisiana Avenue (Phase 2) project and the city’s
pavement management programs (4026 and 4027) (the “utility improvements”), pursuant to
the act.
1.02. Award to the purchaser and interest rates. A tabulation of proposals received is
attached hereto as Exhibit A. The proposal of Robert W. Baird & Co. Incorporated, Milwaukee,
Wisconsin, as syndicate manager (the “purchaser”), to purchase the bonds is hereby found and
determined to be a reasonable offer and is hereby accepted, the proposal being to purchase
the bonds at a price of $10,788,578.15 (par amount of $9,930,000.00, plus original issue
premium of $942,549.15, less underwriter’s discount of $83,971.00), plus accrued interest, if
any, to the date of delivery for bonds bearing interest as follows:
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Year of
maturity
Interest
rate
Year of
maturity
Interest
rate
2028 5.000% 2036 5.000%
2029 5.000 2037 5.000
2030 5.000 2038 4.000
2031 5.000 2039 4.000
2032 5.000 2040 4.000
2033 5.000 2041 4.000
2034 5.000 2042 4.000
2035 5.000
True interest cost: 3.3611688%
1.03. Purchase contract. The amount proposed by the purchaser in excess of the
minimum bid shall be credited to the accounts of the debt service fund hereinafter created or
deposited in the accounts of the construction fund hereinafter created, as determined by the
finance director of the city (or any person performing the duties of the finance director,
including but not limited to the deputy finance director or the interim finance director
(collectively, 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 bonds have been
delivered and shall be deducted from the purchase price paid at settlement. The mayor and city
manager are directed to execute a contract with the purchaser on behalf of the city if
requested by the purchaser.
1.04. Terms and principal amounts of the bonds. The city will forthwith issue and sell
the bonds pursuant to the act, in the total principal amount of $9,930,000, originally dated the
date of delivery (which is expected to be July 28, 2026), in fully registered form, in the
denomination of $5,000 each or any integral multiple thereof, numbered no. R -1, upward,
bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
Year of
maturity
Amount
Year of
maturity
Amount
2028 $350,000 2036 $850,000
2029 600,000 2037 895,000
2030 635,000 2038 540,000
2031 660,000 2039 560,000
2032 700,000 2040 585,000
2033 735,000 2041 605,000
2034 775,000 2042 630,000
2035 810,000
(a) $7,365,000 in principal amount of the bonds (the “charter bonds”), maturing
on February 1 in the years and in the amounts set forth below, will be used to finance the
construction of the capital projects:
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Year of
maturity
Amount
Year of
maturity
Amount
2028 $205,000 2036 $540,000
2029 380,000 2037 570,000
2030 405,000 2038 540,000
2031 420,000 2039 560,000
2032 445,000 2040 585,000
2033 470,000 2041 605,000
2034 495,000 2042 630,000
2035 515,000
(b) The remainder of the bonds in the principal amount of $2,565,000 (the
“utility revenue bonds”), maturing on February 1 in the years and in the amounts set forth
below, will be used to finance the construction of the utility improvements:
Year of
maturity
Amount
Year of
maturity
Amount
2028 $145,000 2033 $265,000
2029 220,000 2034 280,000
2030 230,000 2035 295,000
2031 240,000 2036 310,000
2032 255,000 2037 325,000
1.05. Optional redemption. The city may elect on February 1, 2035, and on any day
thereafter to prepay bonds due on or after February 1, 2036. Redemption may be in whole or in
part and if in part, at the option of the city and in such manner as the city will determine. If less
than all bonds of a maturity are called for redemption, the city will notify DTC (as defined in
section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant’s interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and payment.
2.01. Registered form. The bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each bond, the principal amount thereof, is payable by
check or draft issued by the registrar described herein.
2.02. Dates; interest payment dates. Each bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the bond has been
paid or made available for payment, unless (i) the date of authentication is an interest payment
date to which interest has been paid or made available for payment, in which case the bond will
be dated as of the date of authentication, or (ii) the date of authentication is prior to the first
interest payment date, in which case the bond will be dated as of the date of original issue. The
interest on the bonds is payable on February 1 and August 1 of each year, commencing
August 1, 2027, 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.
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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) Register. The registrar must keep at its principal corporate trust office a
bond register in which the registrar provides for the registration of ownership of bonds
and the registration of transfers and exchanges of bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of bonds. Upon surrender for transfer of a bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the registrar, duly executed by the registered owner thereof or by
an attorney duly authorized by the registered owner in writing, the registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one
or more new bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and
until that interest payment date.
(c) Exchange of bonds. When bonds are surrendered by the registered
owner for exchange the registrar will authenticate and deliver one or more new bonds
of a like aggregate principal amount and maturity as requested by the registered owner
or the owner’s attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the registrar and thereafter disposed of as directed by the city.
(e) Improper or unauthorized transfer. When a bond is presented to the
registrar for transfer, the registrar may refuse to transfer the bond until the registrar is
satisfied that the endorsement on the bond or separate instrument of transfer is valid
and genuine and that the requested transfer is legally authorized. The registrar will incur
no liability for the refusal, in good faith, to make transfers which it, in its judgment,
deems improper or unauthorized.
(f) Persons deemed owners. The city and the registrar may treat the person
in whose name a bond is registered in the bond register as the absolute owner of the
bond, whether the bond is overdue or not, for the purpose of receiving payment of, or
on account of, the principal of and interest on the bond and for all other purposes, and
payments so made to a registered owner or upon the owner’s order will be valid and
effectual to satisfy and discharge the liability upon the bond to the extent of the sum or
sums so paid.
(g) Taxes, fees and charges. The registrar may impose a charge upon the
owner thereof for a transfer or exchange of bonds sufficient to reimburse the registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
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(h) Mutilated, lost, stolen or destroyed bonds. If a bond becomes mutilated
or is destroyed, stolen or lost, the registrar will deliver a new bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated bond or in lieu of and in substitution for any bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of
the registrar in connection therewith; and, in the case of a bond destroyed, stolen or
lost, upon filing with the registrar of evidence satisfactory to it that the bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
registrar an appropriate bond or indemnity in form, substance and amount satisfactory
to it and as provided by law, in which both the city and the registrar must be named as
obligees. Bonds so surrendered to the registrar will be cancelled by the registrar and
evidence of such cancellation must be given to the city. If the mutilated, destroyed,
stolen or lost bond has already matured or been called for redemption in accordance
with its terms it is not necessary to issue a new bond prior to payment.
(i) Redemption. In the event any of the bonds are called for redemption,
notice thereof identifying the bonds to be redeemed will be given by the registrar by
mailing a copy of the redemption notice by first-class mail (postage prepaid) at least 30
and not more than 60 days prior to the redemption date to the registered owner of
each bond to be redeemed at the address shown on the registration books kept by the
registrar and by publishing the notice if required by law. Failure to give notice by
publication or by mail to any registered owner, or any defect therein, will not affect the
validity of the proceedings for the redemption of bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date, provided that the funds
for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of initial registrar. The city appoints Bond Trust Services
Corporation, Minneapolis, Minnesota, as the initial registrar. The mayor and the city manager
are authorized to execute and deliver, on behalf of the city, a contract with the registrar. Upon
merger or consolidation of the registrar with another corporation, if the resulting corporation is
a bank or trust company authorized by law to conduct such business, the resulting corporation
is authorized to act as successor registrar. The city agrees to pay the reasonable and customary
charges of the registrar for the services performed. The city reserves the right to remove the
registrar upon thirty (30) days’ notice and upon the appointment of a successor registrar, in
which event the predecessor registrar must deliver all cash and bonds in its possession to the
successor registrar and must deliver the bond register to the successor registrar. On or before
each principal or interest due date, without further order of the city council, the finance
director must transmit to the registrar moneys sufficient for the payment of all principal and
interest then due.
2.05. Execution, authentication and delivery. The bonds will be prepared under the
direction of the city manager and executed on behalf of the city by the signatures of the mayor
and the city manager, provided that those signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature
appears on the bonds ceases to be such officer before the delivery of a bond, that signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery. Notwithstanding such execution, a bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this resolution unless and
until a certificate of authentication on the bond has been duly executed by the manual
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signature of an authorized representative of the registrar. Certificates of authentication on
different bonds need not be signed by the same representative. The executed certificate of
authentication on a bond is conclusive evidence that it has been authen ticated and delivered
under this resolution. When the bonds have been so prepared, executed and authenticated,
the city manager will deliver the same to the purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the purchaser is not
obligated to see to the application of the purchase price.
Section 3. Form of bond.
3.01. Execution of the bonds. The bonds will be printed or typewritten in substantially
the form set forth in Exhibit B.
3.02. Approving legal opinion. The city manager is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kutak Rock LLP, Minneapolis, Minnesota, and
cause the opinion to be printed on or accompany each bond.
Section 4. Payment; security; pledges and covenants.
4.01. Debt service fund. The bonds will be payable from the General Obligation Bonds,
Series 2026A Debt Service Fund (the “debt service fund”) hereby created. The debt service fund
shall be administered and maintained by the finance director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the city.
The city will maintain the following accounts in the debt service fund: the “capital projects
account” and the “utility improvements account.” Amounts in the capital projects account are
irrevocably pledged to the charter bonds, and amounts in the utility improvements account are
irrevocably pledged to the utility revenue bonds.
(a) Capital projects account. The finance director shall timely deposit in the capital
projects account of the debt service fund the ad valorem taxes hereinafter levied (the “taxes”)
for the payment of the charter bonds, which taxes are pledged to the capital projects account
of the debt service fund. There is also appropriated to the capital projects account of the debt
service fund a pro rata portion of (i) amounts over the minimum purchase price paid by the
purchaser, to the extent designated for deposit in the debt service fund in accordance with
section 1.03 hereof; (ii) all investment earnings on amounts in the capital projects account of
the debt service fund; and (iii) any other funds appropriated for the payment of principal or
interest on the charter bonds.
(b) Utility improvements account. The city will continue to maintain and operate its
Water Fund (the “water fund”), to which will be credited all gross revenues of the water
system, and out of which will be paid all normal and reasonable expenses of current operations
of such system. Any balances therein are deemed net revenues (the “net revenues”) and will be
transferred, from time to time, to the utility improvements account of the debt service fund,
which utility improvements account of the debt service fund will be used only to pay principal
of and interest on the utility revenue bonds, and any other bonds similarly authorized. There
will always be retained in the utility improvements account of the debt service fund a sufficient
amount to pay principal of and interest on the utility revenue bonds, and the finance director
must report any current or anticipated deficiency in the utility improvements account of the
debt service fund to the city council. There is also appropriated to the utility improvements
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account of the debt service fund a pro rata portion of (i) amounts over the minimum purchase
price of the bonds paid by the purchaser, to the extent designated for deposit in the debt
service fund in accordance with section 1.03 hereof; (ii) all investment earnings on amounts in
the debt service fund; and (iii) any other funds appropriated for the payment of principal or
interest on the bonds.
4.02. Construction fund. The city hereby creates the General Obligation Bonds,
Series 2026A Construction Fund (the “construction fund”). The construction fund shall be
administered and maintained by the finance director as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the city. The city will
maintain the following accounts in the construction fund: the “capital projects account” and
the “utility improvements account.” Amounts in the capital projects account are irrevocably
pledged to the charter bonds, and amounts in the utility improvements account are irrevocably
pledged to the utility revenue bonds.
(a) Capital projects account. Proceeds of the charter bonds, less the appropriations
made in section 4.01(a) hereof, together with taxes and any other funds appropriated for the
capital projects collected during the construction of the capital projects, will be deposited in the
capital projects account of the construction fund to be used solely to defray expenses of the
capital projects and the payment of principal and interest on the charter bonds prior to the
completion and payment of all costs of the capital projects. When the capital projects are
completed and the cost thereof paid, the capital projects account of the construction fund is to
be closed and any funds remaining may be deposited in the capital projects account of the debt
service fund or may be used as provided in section 475.65 of the act, under the direction of the
city council.
(b) Utility improvements account. Proceeds of the utility revenue bonds, less the
appropriations made in section 4.01(b) hereof, together with any other funds appropriated for
the utility improvements collected during the construction of the utility improvements, will be
deposited in the utility improvements account of the construction fund to be used solely to
defray expenses of the utility improvements and the payment of principal and interest on the
utility revenue bonds prior to the completion and payment of all costs of the utility
improvements. When the utility improvements are completed and the cost thereof paid, the
utility improvements account of the construction fund is to be closed and any funds remaining
may be deposited in the utility improvements account of the debt service fund or may be used
as provided in section 475.65 of the act, under the direction of the city council.
4.03. City covenants with respect to the utility revenue bonds. The city covenants and
agrees with the holders of the bonds that so long as any of the bonds remain outstanding and
unpaid, it will keep and enforce the following covenants and agreements:
(a) The city will continue to maintain and efficiently operate the water
system as a public utility and convenience free from competition of other like municipal
utilities and will cause all revenues therefrom to be deposited in bank accounts and
credited to the water fund, as hereinabove provided, and will make no expenditures
from the water fund except for a duly authorized purpose and in accordance with this
resolution.
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(b) The city will also maintain the utility improvements account of the debt
service fund as a separate account and will cause money to be credited thereto from
time to time, out of net revenues from the water system in sums sufficient to pay
principal of and interest on the utility revenue bonds when due.
(c) The city will keep and maintain proper and adequate books of records
and accounts separate from all other records of the city in which will be complete and
correct entries as to all transactions relating to the water system and which will be open
to inspection and copying by any bondholder, or the bondholder’s agent or attorney, at
any reasonable time, and it will furnish certified transcripts therefrom upon request and
upon payment of a reasonable fee therefor, and said account will be audited at least
annually by a qualified public accountant and statements of such audit and report will
be furnished to all bondholders upon request.
(d) The city council will cause persons handling revenues of the water system
to be bonded in reasonable amounts for the protection of the city and the bondholders
and will cause the funds collected on account of the operations of such system to be
deposited in a bank whose deposits are guarant eed under the federal deposit insurance
law.
(e) The city council will keep the water system insured at all times against
loss by fire, tornado and other risks customarily insured against, with an insurer or
insurers in good standing, in such amounts as are customary for like plants, to protect
the holders, from time to time, of the bonds and the city from any loss due to any such
casualty and will apply the proceeds of such insurance to make good any such loss.
(f) The city and each and all of its officers will punctually perform all duties
with reference to the water system as required by law.
(g) The city will impose and collect charges of the nature authorized by
section 444.075 of the act at the times and in the amounts required to produce net
revenues adequate to pay all principal and interest when due on the utility revenue
bonds and to create and maintain such reserves securing said payments as may be
provided herein.
(h) The city council will levy general ad valorem taxes on all taxable property
in the city when required to meet any deficiency in pledged net revenues.
(i) The city hereby determines that the estimated collection of net revenues
herein pledged for the payment of principal and interest on the utility revenue bonds
will produce at least 5% in excess of the amount needed to meet, when due, the
principal and interest payments on the utility revenue bonds.
4.04. General obligation pledge. For the prompt and full payment of the principal of
and interest on the bonds, as the same respectively become due, the full faith, credit and taxing
powers of the city will be and are hereby irrevocably pledged. If the balance in the debt service
fund is ever insufficient to pay all principal and interest then due on the bonds and any other
bonds payable therefrom, the deficiency will be promptly paid out of monies in the general
fund of the city which are available for such purpose, and such general fund may be reimbursed
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with or without interest from the debt service fund when a sufficient balance is available
therein.
4.05. Pledge of tax levy. For the purpose of paying the principal of and interest on the
charter bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable
property in the city, which will be spread upon the tax rolls and collected with and as part of
other general taxes of the city. The taxes will be credited to the capital projects account of the
debt service fund above provided and will be in the years and amounts as attached hereto as
Exhibit C.
4.06. Debt service coverage. It is hereby determined that (i) the estimated collection
of the foregoing taxes will produce at least five percent (5%) in excess of the amount needed to
pay when due the principal and interest payments on the charter bonds; and (ii) the net
revenues herein pledged will produce at least five percent (5%) in excess of the amount needed
to pay when due the principal and interest payments on the utility revenue bonds. The tax levy
herein provided is irrepealable until all of the bonds are paid, provided that at the time the city
makes its annual tax levies the finance director may certify to the Auditor/Treasurer of
Hennepin County, Minnesota (the “county auditor/treasu rer”) the amount available in the debt
service fund to pay principal and interest due during the ensuing year, and the county
auditor/treasurer will thereupon reduce the levy collectible during such year by the amount so
certified.
4.07. Registration of resolution. The city manager is authorized and directed to file a
certified copy of this resolution with the county auditor/treasurer and to obtain the certificate
required by section 475.63 of the act.
Section 5. Authentication of transcript.
5.01. City proceedings and records. The officers of the city are authorized and directed
to prepare and furnish to the purchaser and to the attorneys approving the bonds certified
copies of proceedings and records of the city relating to the bonds and to the fin ancial
condition and affairs of the city, and such other certificates, affidavits and transcripts as may be
required to show the facts within their knowledge or as shown by the books and records in
their custody and under their control, relating to the validity and marketability of the bonds,
and such instruments, including any heretofore furnished, will be deemed representations of
the city as to the facts stated therein.
5.02. Certification as to official statement. The mayor, the city manager, and/or 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 b onds and
that to the best of their knowledge and belief the official statement is a complete and accurate
representation of the facts and representations made therein as of the date of the official
statement.
5.03. Other certificates. The mayor, the city manager, and/or 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 bonds or the organization of the city or incumbency of its officers, at
the closing the mayor, the city manager, and the finance director shall also execute and deliver
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to the purchaser a suitable certificate as to absence of material litigation, and the finance
director shall also execute and deliver a certificate as to payment for and delivery of the bonds.
If an officer whose signature or a facsimile of whose signature appears on any aforementioned
certificate or other similar document ceases to be such officer before the delivery of such
document, 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.
5.04. Electronic signatures. The electronic signature of the mayor, the city manager,
the finance director, and/or the city clerk to this resolution and 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.
5.05. 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., th e
municipal advisor to the city, on the date of closing.
Section 6. Tax covenants.
6.01. Tax-exempt bonds. The city covenants and agrees with the holders from time to
time of the bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the bonds to become subject to taxation
under the Internal Revenue Code of 1986, as amended (the “code”), and the treasury
regulations promulgated thereunder, in effect at the time of such actions, and that it will take
or cause its officers, employees or agents to take, all affirmative action within its power that
may be necessary to ensure that such interest will not become subject to taxation under the
code and applicable treasury regulations, as presently existing or as hereafter amended and
made applicable to the bonds. as presently existing or as hereafter amended and made
applicable to the bonds. To that end, the city will comply with all requirements necessary
under the code to establish and maintain the exclusion from gross income of the interest on the
bonds under section 103 of the code, including without limitation requirements relating to
temporary periods for investments, and limitations on amounts invested at a yield greater than
the yield on the bonds.
6.02. Rebate. The city will comply with requirements necessary under the code to
establish and maintain the exclusion from gross income of the interest on the bonds under
section 103 of the code, including without limitation requirements relating to temporary
periods for investments, limitations on amounts invested at a yield greater than the yield on
the bonds, and the rebate of excess investment earnings to the United States (unless the city
qualifies for any exception from the rebate requirements based on timely expenditure of
proceeds of the bonds, in accordance with the code and applicable treasury regulations).
6.03. Not private activity bonds. The city further covenants not to use the proceeds of
the bonds or the facilities thereby or to cause or permit them or any of them to be used, in such
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a manner as to cause the bonds to be “private activity bonds” within the meaning of
sections 103 and 141 through 150 of the code.
6.04. Qualified tax-exempt obligations. In order to qualify the bonds as “qualified tax-
exempt obligations” within the meaning of section 265(b)(3) of the code, the city makes the
following factual statements and representations:
(a) the bonds are not “private activity bonds” as defined in Section 141 of
the code;
(b) the city designates the bonds as “qualified tax-exempt obligations” for
purposes of Section 265(b)(3) of the code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
city (and all subordinate entities of the city) during calendar year 2026 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the city during
calendar year 2026 have been designated for purposes of Section 265(b)(3) of the code.
6.05. Procedural requirements. The city will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made
by this section.
Section 7. Book-entry system; limited obligation of city.
7.01. DTC. The bonds will be initially issued in the form of a separate single
typewritten or printed fully registered bond for each of the maturities set forth in section 1.04
hereof. Upon initial issuance, the ownership of each bond will be registered in the registration
books kept by the registrar in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in
this section, all of the outstanding bonds will be registered in the registration books kept by the
registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to bonds registered in the registration books kept by
the registrar in the name of Cede & Co., as nominee of DTC, the city, the registrar and the
paying agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds bonds as securities depository (the
“participants”) or to any other person on behalf of which a participant holds an interest in the
bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any participant with respect to any ownership
interest in the bonds, (ii) the delivery to any participant or any other person (other than a
registered owner of bonds, as shown by the registration books kept by the registrar), of any
notice with respect to the bonds, including any notice of redemption, or (iii) the payment to any
participant or any other person, other than a registered owner of bonds, of any amount with
respect to principal of, premium, if any, or interest on the bonds. The city, the registrar and the
paying agent may treat and consider the person in whose name each bond is registered in the
registration books kept by the registrar as the holder and absolute owner of such bond for the
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purpose of payment of principal, premium and interest with respect to such bond, for the
purpose of registering transfers with respect to such bonds, and for all other purposes. The
paying agent will pay all principal of, premium, if any, and interest on the bonds only to or on
the order of the respective registered owners, as shown in the registration books kept by the
registrar, and all such payments will be valid and effectual to fully satisfy and discharge the
city’s obligations with respect to payment of principal of, premium, if any, or interest on the
bonds to the extent of the sum or sums so paid. No person other than a registered owner of
bonds, as shown in the registration books kept by the registrar, will receive a certificated bond
evidencing the obligation of this resolution. Upon delivery by DTC to the city manager of a
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of
such a notice, the city manager will promptly deliver a copy of the same to the registrar and
paying agent.
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 bonds and notices with respect to the
bonds. Any paying agent or registrar subsequently appointed by the city with respect to the
bonds will agree to take all action necessary for all representations of the city in the
representation letter with respect to the registrar and paying agent, respectively, to be
complied with at all times.
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 bonds that they be able to obtain bond certificates, the city will notify DTC, whereupon
DTC will notify the participants, of the availability through DTC of bond certificates. In such
event the city will issue, transfer and exchange bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this resolution. DTC may
determine to discontinue providing its services with respect to the bonds at any time by giving
notice to the city and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the city will issue and the
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 a bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the bond an d 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 bonds, 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
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continuing disclosure certificate. Notwithstanding any other provision of this resolution, failure
of the city to comply with the continuing disclosure certificate is not to be considered an event
of default with respect to the bonds; however, any bondholder may take such actions as may
be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the city to comply with its obligations under this section.
Section 9. Defeasance. When all bonds and all interest thereon have been
discharged as provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of the bonds will cease, except that the pledge of the full faith and
credit of the city for the prompt and full payment of the principal of and interest on the bonds
will remain in full force and effect. The city may discharge all bonds which are due on any date
by depositing with the registrar on or before that date a sum sufficient for the payment thereof
in full. If any bond should not be paid when due, it may nevertheless be discharged by
depositing with the registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
Reviewed for administration: Adopted by the city council July 6, 2026:
Kim Keller, city manager Yolanda Farris, mayor pro tem
Attest:
Melissa Kennedy, city clerk
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Exhibit A
Proposals
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Exhibit B
Form of bond
No. R-_____ United States of America $_________
State of Minnesota
County of Hennepin
City of St. Louis Park
General Obligation Bond
Series 2026A
Rate
Maturity
Date of
original issue
CUSIP
February 1, 20__ July 28, 2026
Registered owner: Cede & Co.
The City of St. Louis Park, Minnesota, a duly organized and existing home rule charter
city and municipal corporation in Hennepin County, Minnesota (the “city”), acknowledges itself
to be indebted and for value received hereby promises to pay to the registered owner specified
above or registered assigns, the principal sum of $___________ on the maturity date specified
above, with interest thereon from the date hereof at the annual rate specified above
(calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and
August 1 in each year, commencing August 1, 2027, 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, Minneapolis, Minnesota, as bond registrar,
paying agent, transfer agent and authenticating agent, or its designated successor under the
resolution described herein. For the prompt and full payment of such principal and interest as
the same respectively become due, the full faith and credit and taxing powers of the city have
been and are hereby irrevocably pledged.
The city may elect on February 1, 2035, and on any day thereafter to prepay bonds due
on or after February 1, 2036. Redemption may be in whole or in part and if in part, at the
option of the city and in such manner as the city will determine. If less than all bonds of a
maturity are called for redemption, the city will notify The Depository Trust Company (“DTC”) of
the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of
each participant’s interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments
will be at a price of par plus accrued interest.
This bond is one of an issue in the aggregate principal amount of $9,930,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the city council on July 6, 2026 (the
“resolution”), for the purpose of providing money to aid in financing certain capital projects and
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certain improvements to the municipal water system, 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 444 and 475, as amended, and the p rincipal hereof and
interest hereon are payable in part from net revenues of the municipal water system and in
part from ad valorem taxes, as set forth in the resolution to which reference is made for a full
statement of rights and powers thereby conferred. The full faith and credit of the city are
irrevocably pledged for payment of this bond and the city council has obligated itself to levy
additional ad valorem taxes on all taxable property in the city in the event of any deficiency in
net revenues and ad valorem taxes pledged, which additional taxes may be levied without
limitation as to rate or amount. The bonds of this series are issued only as fully registered
bonds in denominations of $5,000 or any integral multiple thereof of single maturities.
The city council has designated this issue of bonds as “qualified tax-exempt obligations”
within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the
“code”), relating to disallowance of interest expense for financial institutions and within the
$10 million limit allowed by the code for the calendar year of issue.
IT IS HEREBY CERTIFIED AND RECITED that in and by the resolution, the city has
covenanted and agreed that the city will continue to own and operate the water system free
from competition by other like municipal utilities; that adequate insurance on said sy stem and
suitable fidelity bonds on employees will be carried; that proper and adequate books of
account will be kept showing all receipts and disbursements relating to the water fund, into
which the city will pay all of the gross revenues from the water system; that it will also create
and maintain the utility improvements account of the General Obligation Bonds, Series 2026A
Debt Service Fund, into which the city will pay, out of the net revenues from the water system a
sum sufficient to pay principal of the utility revenue bonds (as defined in the resolution) and
interest on the utility revenue bonds when due; and that the city will provide, by ad valorem tax
levies, for any deficiency in required net revenues of the water system.
As provided in the resolution and subject to certain limitations set forth therein, this
bond is transferable upon the books of the city at the principal office of the bond registrar, by
the registered owner hereof in person or by the owner ’s attorney duly authorized in writing
upon surrender hereof together with a written instrument of transfer satisfactory to the bond
registrar, duly executed by the registered owner or the owner’s attorney; and may also be
surrendered in exchange for bonds of other authorized denominations. Upon such transfer or
exchange the city will cause a new bond or bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The city and the bond registrar may deem and treat the person in whose name this
bond is registered as the absolute owner hereof, whether this bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the city nor the bond
registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions
and things required by the home rule charter 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
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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 representat ives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin 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 o f the date
set forth below.
Dated: July 28, 2026
City of St. Louis Park, Minnesota
(Facsimile) (Facsimile)
Mayor City Manager
________________________________________
Certificate of authentication
This is one of the bonds delivered pursuant to the resolution mentioned within.
Bond Trust Services Corporation
By
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:
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TEN COM – as tenants in common UNIF GIFT MIN ACT
_________ Custodian _________
(Cust) (Minor)
TEN ENT – as tenants by entireties under Uniform Gifts or Transfers to Minors
Act, State of _______________
JT TEN – as joint tenants with right of
survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
________________________________________
Assignment
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said bond on the books kept for registration of the within bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”),
the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The registrar will not effect transfer of this bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this bond
is held by joint account.)
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Please insert social security or other
identifying number of assignee
________________________________________
Provisions as to registration
The ownership of the principal of and interest on the within bond has been registered on
the books of the registrar in the name of the person last noted below.
Date of registration
Registered owner
Signature of
officer of registrar
Cede & Co.
Federal ID #13-2555119
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Exhibit C
Tax levy schedule
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