HomeMy WebLinkAbout94-5 - ADMIN Resolution - City Council - 1994/01/031
RESOLUTION NO. 94 C
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
ST. LOUIS PARK, MINNESOTA
HELD: JANUARY 3, 1994
Pursuant to due call and notice thereof, a regular meeting of the City Council of the
City of St. Louis Park, Minnesota, was held at the City Hall in said City on January 3, 1994
at 7:30 P.M. Central Daylight Time, for the purpose, in part, of considering proposals for, and
awarding the negotiated sale of, $7,195,000 General Obligation Tax Increment Refunding
Bonds of 1994 of the City.
The following members were present: Jeff Jacobs, George Haun. Al 1 en
Friedman, Lyle Hanks, Ron Latz, Robert Young, Gail Dorfman
and the following were absent: None
The Clerk presented the offers for the purchase of $7,195,000 General Obligation Tax
Increment Refunding Bonds of 1994 of the City, for which proposals were to be received,
opened and recorded by the Clerk, or designee, this same day, in accordance with the
resolution adopted by the City Council on December 20, 1993.
The proposals set forth in Exhibit A to the attached resolution were received, opened
and recorded at 11:00 A.M., Central Time, at the offices of Ehlers and Associates, Inc., in the
presence of the Clerk, or designee, on this same day
(SEE EXHIBIT A ATTACHED HERETO)
The Council then proceeded to consider and discuss the bids, after which member
Friedman introduced the following resolution and moved its adoption.
Resolution accepting an offer for the negotiated sale of $7,195,000 General
Obligation Tax Increment Refunding Bonds of 1994 and providing for their issuance
The motion for the adoption of the following resolution was duly seconded by member
Jacobs and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof: Jacobs, Haun, Friedman, Hanks, Latz, Young
Dorfman
30ND/2203204603857-379
1!3/94
and the following voted against the same: None
Whereupon said resolution was declared duly passed and adopted.
RESOLUTION
ACCEPTING AN OFFER FOR THE
NEGOTIATED SALE OF
$7,195,000 GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS OF 1994, AND
PROVIDING FOR THEIR ISSUANCE
WHEREAS, by resolutions duly adopted, the City of St. Louis Park, Minnesota (the
"City") has created the following project areas and tax increment districts pursuant to
Minnesota Statutes, Sections 469.001 to 469.047 (or their predecessor statutes): (i) Excelsior
Boulevard Redevelopment Project, approved February 1, 1977 ("Excelsior Boulevard"); and
(ii) Oak Park Village Redevelopment Project, approved November 6, 1972 ("Oak Park
Village") (Excelsior Boulevard and Oak Park Village are collectively referred to herein as the
"Districts"). The control, authority and operation of the Districts were transferred to St. Louis
Park Economic Development Authority (the "EDA") by Resolution No. 88-134 of the City.
WHEREAS, by Resolution No. 90-4 of EDA adopted March 19, 1990 and Resolution
No. 90-29 of the City adopted on March 19, 1990, the geographical areas of the project areas
of Excelsior Boulevard and Oak Park Village have been expanded and are coterminous (such
expanded coterminous area is referred to herein as the "Project Area").
WHEREAS, the City has outstanding with respect to the Districts the following
obligations (collectively, the "Prior Bonds"):
District Description of Remaining Bonds
Excelsior Boulevard $6,205,000 Variable Rate Demand General Obligation Tax
Increment Bonds, Series 1985 (the "Series 1985 Bonds")
Oak Park Village $1,200,000 General Obligation Redevelopment Bonds of 1976
(the "Series 1976 Bonds")
BOND/22032046/03857-379
2 1!3/94
and the EDA has outstanding with respect to the Districts the following obligations (the
"Series 1990 Bonds"):
District Description of Bonds
Excelsior Boulevard $6,000,000 Tax Increment Revenue Refunding Bonds,
and Oak Park Village Series 1990
WHEREAS, under the law applicable to each District at the time of its creation, the
City requested the Hennepin County auditor to certify the assessed value, of all taxable
property in each District as of the preceding January 2, which assessed value, now referred to
as tax capacity, as adjusted in accordance with law applicable to tax increment computation
for such District, is hereinafter referred to as the "Original Tax Capacity". The tax capacity
of all taxable property in each District as determined for each year, less the Original Tax
Capacity, is hereinafter referred to as the "Captured Tax Capacity." The ad valorem taxes
derived from such property by applying to the Captured Tax Capacity the aggregate tax
capacity rate levied by all governmental entities having authority to levy taxes on such
property is hereinafter referred to as the "Tax Increment." Under applicable law and subject
to the limitations thereof, the Hennepin County Auditor is required to pay to EDA in each
year the Tax Increment for each District described in Section 1.01 hereof as now established
in such year;
WHEREAS, the Tax Increment available in each year after payment or provision for
payment from Excelsior Boulevard of the principal, interest and any redemption price due on
the Series 1985 Bonds in such year and after payment or provision for payment, from Oak
Park Village of the principal, interest and any redemption price due in such year on the Series
1976 Bonds shall be referred to in the aggregate as the "Available Tax Increment;"
WHEREAS, the Series 1990 Bonds are subject to redemption at the option of the
EDA on September 1, 2001, in whole or in part, at a redemption price of par plus accrued
interest and a premium of 2% of the principal amount to be redeemed;
WHEREAS, the City has determined that it is in the best interest of the City to
advance refund the Series 1990 Bonds from the proceeds of the proposed issuance of the
City's General Obligation Tax Increment Refunding Bonds of 1993 (the "Bonds");
WHEREAS, the City's Home Rule Charter (the "Charter") provides that in addition to
the power to borrow and issue bonds granted in the Charter, the City shall have the powers
granted to cities of its same class by the laws of the State of Minnesota;
WHEREAS, the City's Charter provides that the City may issue bonds to provide
funds for any public purpose not prohibited by law;
B0ND/22032046/03857-379
3 1/3/94
WHEREAS, Minnesota Statutes, Section 469.178, Subd. 2 authorizes the City to issue
general obligation bonds to finance any expenditure by the municipality or an authority the
jurisdiction of which is wholly or partially within that municipality pursuant to Minnesota
Statutes Section 469.176, Subd. 4 in the same manner and subject only to the same conditions
as those provided in Minnesota Statutes Chapter 475 for bonds financing improvement costs
reimbursable from special assessments and authorizes the City to pledge tax increment
revenues for the payment of the principal of and interest on general obligation bonds issued
pursuant to such Minnesota Statutes Section 469.178, Subd. 2;
WHEREAS, the Authority is located wholly within the City;
WHEREAS, Minnesota Statutes Section 469.174, Subd. 3 defines "Bonds" to include
refunding bonds for the purpose of Minnesota Statutes Section 469.176, Subd. 4;
bonds;
WHEREAS, Minnesota Statutes Section 475.67 authorizes the issuance of refunding
WHEREAS, the EDA used the proceeds of the Series 1990 Bonds to current refund
(within the meaning of the Internal Revenue Code of 1986, as amended) its $6,000,000 Tax
Increment Revenue Bonds, Series 1990 (the "Refunded 1990 Bonds");
WHEREAS, the proceeds of the Refunded 1990 Bonds were used to finance public
redevelopment costs in a redevelopment project area within the meaning of Minnesota
Statutes Section 469.176, Subd. 4;
WHEREAS, Minnesota Statutes, Section 475.60 authorizes the City to negotiate the
sale of the Bonds if it has retained an independent financial advisor;
WHEREAS, the City Council (the "Council") has found and determined and hereby
finds and determines that (1) it is necessary and in the best interests of the City to advance
refund the Series 1990 Bonds from the proceeds of the Bonds; (2) the issuance of the Bonds
is a public purpose not prohibited by law within the meaning of the City's Charter; and (3)
Ehlers and Associates, Inc. is serving as financial advisor to the City in connection with the
proposed authorization, issuance and sale of the Bonds and is an independent fmancial advisor
pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph 9;
WHEREAS, on December 20, 1993, the Council adopted a resolution which provided
for the solicitation of competitive proposals for the negotiated sale of General Obligation Tax
Increment Refunding Bonds of 1994 (the "Bonds");
WHEREAS, the proposals set forth on Exhibit A attached hereto were received
pursuant to the Terms of Proposal by the Clerk at the offices of the City's financial advisor,
Ehlers and Associates, Inc. (the "Financial Advisor") at 11:00 A.M., Central Time, this same
day;
B0ND/22032046/03857-379
4 1/3/94
WHEREAS, the refunding of the Series 1990 Bonds is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
costs to the City;
WHEREAS, until redemption of the Series 1990 Bonds on September 1, 2001, with
the proceeds of the Bonds and certain other available moneys, such proceeds and other
moneys shall be held in escrow with First Trust National Association, as escrow agent (the
"Escrow Agent") pursuant to the terms of an escrow agreement dated as of February 1, 1994,
(the "Escrow Agreement") which shall provide that the proceeds of the Bonds, certain other
available funds and interest earnings thereon shall be applied to payment of principal of and
interest on the Bonds through September 1, 2001, which date said escrowed amounts shall
also be applied to payment of the outstanding principal and accrued interest on all Series
1990 Bonds maturing after such date;
WHEREAS, the City Council of the City has heretofore determined and declared that
it is necessary and expedient to issue the Bonds, pursuant to Minnesota Statutes, Chapter 475
and Section 469.178, Subd. 2, and pursuant to Section 6.15 of its Home Rule Charter, to
provide moneys, together with other available funds, to refund in advance of maturity the
callable Prior Bonds;
WHEREAS, the City has heretofore incurred substantial costs associated with the
printing and issuance of registered obligations in certificated form, and substantial continuing
transaction costs relating to their payment, transfer and exchange;
WHEREAS, the City has determined that significant savings in transaction costs will
result from issuing bonds in "global book -entry form", by which bonds are issued in
certificated form in large denominations, registered on the books of the City in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and
such depository as part of the computerized national securities clearance and settlement
system (the "National System") registers transfers of ownership interests in the bonds by
making computerized book entries on its own books and distributes payments on the bonds to
its Participants shown on its books as the owners of such interests; and such Participants and
other banks, brokers and dealers participating in the National System will do likewise (not as
agents of the City) if not the beneficial owners of the bonds;
WHEREAS, "Participants" means those financial institutions for whom the Depository
effects book -entry transfers and pledges of securities deposited and immobilized with the
Depository;
WHEREAS, The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York, or any of its successors or successors to
its functions hereunder (the "Depository"), will act as such depository with respect to the
Bonds except as set forth below, and there is before this Council a form of Letter of
BOND/22032046/03857-379
5 1/3194
Representations (the "Letter of Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds;
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, date (each a "Global Certificate"), which single certificate per maturity may be
transferred on the City's bond register as required by the Uniform Commercial Code, but not
exchanged for smaller denominations unless the City determines to issue replacement Bonds
pursuant to paragraphs 6 and 12 hereof (as to such Bonds, as authenticated and delivered by
the Bond Registrar, the "Replacement Bonds");
WHEREAS, the City will be able to replace the Depository or under certain
circumstances to abandon the "global book -entry form" by permitting the Global Certificates
to be exchanged for smaller denominations typical of ordinary bonds registered on the City's
bond register; and
WHEREAS, "Holder" as used herein means the person in whose name a Bond is
registered on the registration books of the City maintained by the Clerk or a successor
registrar appointed as provided in paragraph 8 (the "Bond Registrar"):
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of St. Louis
Park, as follows:
1. Acceptance of Offer. The bid of Norwest Investment Services, Inc., Dain
Bosworth Incorporated and Merrill Lynch & Co. (the "Purchaser") to purchase $7,195,000
General Obligation Tax Increment Bonds of 1994 of the City (the "Bonds", or individually a
"Bond"), in accordance with the Terms of Proposal for the bond sale, at the rates of interest
hereinafter set forth, and to pay therefore the sum of $7,105,062.50, is hereby found,
determined and declared to be the most favorable offer received and is hereby accepted, and
the Bonds are hereby awarded to the Purchaser. The Clerk shall direct the Financial Advisor
to pay the Purchaser's good faith deposit to the City and to return to the unsuccessful bidders
their good faith deposits. The Mayor and the City Manager, or in their absence, any Member
of the City Council, is hereby authorized to execute and deliver on behalf of the City a Bond
Purchase Agreement evidencing the obligation of the Purchaser to purchase the Bonds in
accordance with the Terms of Proposal and the terms of its offer, which by this Resolution, is
accepted. The Bond Purchase Agreement shall contain such terms and conditions as are
consistent with the Terms of Proposal and the offer hereby accepted. Execution and delivery
of such Bond Purchase Agreement by the City shall be deemed conclusive evidence as to the
acceptance of such terms and provisions.
2. Title; Original Issue Date: Denominations; Maturities. The Bonds shall be
titled "General Obligation Tax Increment Refunding Bonds of 1994", shall be dated the date
of original issue (which is currently anticipated to be February 1, 1994), and shall be issued
forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from
R-1 upward. Global Certificates shall each be in the denomination of the entire principal
BONDR2032046103857-379
6 1/3/94
amount maturing on a single date, or, if a portion of said principal amount is prepaid, said
principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph
6, shall be in the denomination of $5,000 each or in any integral multiple thereof a single
maturity. The Bonds shall mature on September 1 in the years and amounts as follows:
Year Amount Year Amount
2000 $80,000
2001 475,000
2002 505,000
2003 540,000
2004 575,000
2005 $610,000
2006 655,000
2007 1,190,000
2008 1,255,000
2009 1,310,000
3. Purpose: Refunding Findings: Escrow Agreement. The Bonds shall provide
funds for an advance refunding of all those currently outstanding Series 1990 Bonds of the
EDA which, by their terms, may be prepaid in advance of maturity (the "Refunding"). It is
hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes,
Section 475.67, including Subd. 13 thereof, and shall result in a reduction of debt service cost
to the City. The net proceeds of the Bonds and, upon defeasance of the Series 1990 Bonds,
all amounts on deposit in the Reserve Fund established therefor, shall be deposited pursuant
to the Escrow Agreement, which shall be and hereby is irrevocably appropriated to the
payment of principal and interest on the Series 1990 Bonds through September 1, 2001 and to
prepay the principal on the Series 1990 Bonds maturing on or after September 1, 2002 on
September 1, 2001. Any other amounts available may also be deposited pursuant to the
Escrow Agreement. The Escrow Agreement is hereby approved, and the Mayor, the City
Manager and the City Clerk are hereby authorized, empowered and directed to execute and
deliver the Escrow Agreement, and to affix the seal of the City thereon, on behalf of the City,
such Escrow Agreement to be in substantially the form which has heretofore been reviewed
by the Council and attached hereto as Exhibit B, but with such changes as said officers, in
their sole discretion, may deem necessary and appropriate and in the interests of the City, as
evidenced by their execution thereof.
The Bonds shall be payable and secured as set forth in this Resolution.
4. Interest. The Bonds shall bear interest payable semiannually on March 1 and
September 1 of each year (each, an "Interest Payment Date"), commencing March 1, 1994,
calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per
annum set forth opposite the maturity years as follows:
B0ND/22032046/03857-379
7 1/3/94
Maturity Year Interest Rate
Maturity Year Interest Rate
2000 4.5% 2005 4.65%
2001 4.5 2006 4.80
2002 4.5 2007 4.875
2003 4.5 2008 4.875
2004 4.5 2009 4.875
5. Description of the Global Certificates and Global Book -Entry System. Upon
their original issuance the Bonds will be issued in the form of a single Global Certificate for
each maturity, deposited with the Depository by the Purchaser and immobilized as provided in
paragraph 6. No beneficial owners of interests in the Bonds will receive certificates
representing their respective interests in the Bonds except as provided in paragraph 6. Except
as so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers
of beneficial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers,
and dealers participating in the National System. The Depository's book entries of beneficial
ownership interests are authorized to be in increments of $5,000 of principal of the Bonds,
but not smaller increments, despite the larger authorized denominations of the Global
Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates
will be made to the Bond Registrar as paying agent, and in turn by the Bond Registrar to the
Depository or its nominee as registered owner of the Global Certificates, and the Depository
according to the laws and rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest on a Global Certificate may in
the City's discretion be made by such other method of transferring funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Global Certificates by the Depository: Successor Depository:
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which
request is required by the Terms of Proposal, immediately upon the original delivery of the
Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole
holder of record of the Global Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred
or exchanged except:
BOND/22032046/03857-379
8 113194
1
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute
depository must be both a "clearing corporation" as defined in the Minnesota Uniform
Commercial Code at Minnesota Statutes, Section 336.8-102, and a qualified and
registered "clearing agency" as provided in Section 17A of the Securities Exchange
Act of 1934, as amended,
(iii) To a substitute depository designated by and acceptable to the City upon
(a) the determination by the Depository that the Bonds shall no longer be eligible for
its depository services or (b) a determination by the City that the Depository is no
longer able to carry out its functions, provided that any substitute depository must be
qualified to act as such, as provided in clause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written transfer
instructions in the event that:
(a) the Depository shall resign or discontinue its services for the
Bonds and the City is unable to locate a substitute depository within two (2)
months following the resignation or determination of non -eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book -entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the
beneficial owners of the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its determination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same
and the registration, transfer and exchange of such Bonds will be conducted as
provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may be authorized by this paragraph,
the Bond Registrar upon presentation of Global Certificates shall register their transfer to the
substitute or successor depository and the substitute or successor depository shall be treated as
the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
BOND/22032046/03857-379
9 1/3194
Notices to The Depository Trust Company or its nominee shall contain the CUSIP
numbers of the Bonds and shall conform to any additional requirements set forth in the Letter
of Representations. If there are any Holders of the Bonds other than the Depository or its
nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the
Depository on the business day next preceding the date of mailing of such notice to all other
Holders.
7. Redemption. The Bonds are subject to redemption and prior payment in whole
or in part in such amounts ad the City may designate at the option of the City on
September 1, 2001, and any date thereafter for which proper notice can be given at a
redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued
interest to the redemption date, without any premium.
Not more than forty nor less than thirty days prior to any redemption date, notice of
any redemption shall be given by mail by the Bond Registrar to the registered owners and
published notice, if required by law, shall be given in accordance with Chapter 475,
Minnesota Statutes. In the event of redemption of less than all of the Bonds, the Bond
Registrar shall assign to each Bond of such maturity then outstanding a distinctive number for
each $5,000 maturity amount of such Bonds and shall select by lot in the manner it
determines the order of numbers, at $5,000 for each number, for all outstanding Bonds. The
order of selection of Bonds to be redeemed shall be the Bonds to which were assigned
numbers so selected, but only so much of the maturity amount of each bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it as so selected.
8. Bond Registrar and Paying Agent. First Trust National Association is
appointed to act as bond registrar, transfer agent and paying agent with respect to the Bonds
(the "Bond Registrar") and shall act in such capacities unless and until a successor is duly
appointed. The Bond Registrar will evidence its acceptance of such appointment and its
agreement to be bound by, and to perform its duties pursuant to such appointment in
accordance with the terms and conditions of this Resolution by execution of a Certificate of
Acceptance of Appointment, substantially in the form attached to this Resolution as
Exhibit C. The City may discharge the Bond Registrar and the Bond Registrar may resign
upon thirty days notice and appointment of, and acceptance by, a successor Bond Registrar.
Any successor Bond Registrar shall be appointed by resolution of the City and shall be an
officer of the City or a bank or trust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract
the City and such successor Bond Registrar shall execute which is consistent herewith.
Principal and interest on the Bonds shall be paid to the Holders (or record holders) of the
Bonds in the manner set forth in the forms of Bond and paragraph 14 of this Resolution.
9. Forms of Bond. The Bonds shall be in the form of Global Certificates unless
and until Replacement Bonds are made available as provided in paragraph 6. Each form of
Bond may contain such additional or different terms and provisions as to the form of
B0ND/22032046/03857-379
10
1/3/94
payment, record date, notices and other matters as are consistent with the Letter of
Representations and approved by Bond Counsel.
A. Global Certificates. The Global Certificates, together with the
Certificate of Registration, the Register of Partial Payments, the form of Assignment
and the registration information thereon, shall be in substantially the form set forth as
Exhibit D attached hereto and incorporated herein by reference, and may be
typewritten rather than printed.
B. Replacement Bonds. If the City has notified Holders that Replacement
Bonds have been made available as provided in paragraph 6, then for every Bond
thereafter transferred or exchanged (including an exchange to reflect the partial
prepayment of a Global Certificate not previously exchanged for Replacement Bonds)
the Bond Registrar shall deliver a certificate in the form of the Replacement Bond
rather than the Global Certificate, but the Holder of a Global Certificate shall not
otherwise be required to exchange the Global Certificate for one or more Replacement
Bonds since the City recognizes that some beneficial owners may prefer the
convenience of the Depository's registered ownership of the Bonds even though the
entire issue is no longer required to be in global book -entry form. The Replacement
Bonds, together with the Bond Registrar's Certificate of Authentication, the form of
Assignment and the registration information thereon, shall be in substantially the form
set forth as Exhibit E attached hereto and incorporated herein by reference.
10. Execution of Bonds. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, City Manager and Clerk, each with the effect noted on the forms of
the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the '—
City may be a printed or photocopied facsimile; and provided further that either of such
signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on
the Bonds as permitted by law. In the event of the disability or resignation or other absence
of the Mayor, the Bonds may be signed by the manual or facsimile signature of any member
of the Council. In the event of disability or resignation or other absence of either the City
Manager or the Clerk, the Bonds may be signed by the manual or facsimile signature of that
officer who may act on behalf of such absent or disabled officer. In case either such officer
whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be
such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes, the same as if he or she had remained in office until
delivery.
11. Authentication; Date of Registration. No Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit under this Resolution unless a Certificate
of Authentication on such Bond, substantially in the form herein set forth, shall have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond
Registrar shall authenticate the signatures of officers of the City on each Bond by execution
BOND/22032046/03857-379
11
i/1A4
I
of the Certificate of Authentication on the Bond and by inserting as the date of registration in
the space provided the date on which the Bond is authenticated. For purposes of delivering
the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of
registration February 1, 1994 which is the dated date of the Bonds. The Certificate of
Authentication so executed on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer: Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of the
Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the
payee in the certificate of registration on the Global Certificate. Thereafter a Global
Certificate may be transferred by delivery with an assignment duly executed by the Holder or
his, her or its legal representative, and the City and Bond Registrar may treat the Holder as
the person exclusively entitled to exercise all the rights and powers of an owner until a
Global Certificate is presented with such assignment for registration of transfer, accompanied
by assurance of the nature provided by law that the assignment is genuine and effective, and
until such transfer is registered on said books and noted thereon by the Bond Registrar, all
subject to the terms and conditions provided in the Resolution and to reasonable regulations
of the City contained in any agreement with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subject to other restrictions if required to qualify the Global Certificates as being "in
registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code
of 1986, as amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of
the principal amount of the Global Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of the
Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in
the name of the designated transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate principal amount, having
the same stated maturity and interest rate, as requested by the transferor; provided, however,
that no bond may be registered in blank or in the name of "bearer" or similar designation.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
BONDR2032046J03857-379
12
1/3194
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to
be exchanged at the principal office of the Bond Registrar. Whenever any Replacement
Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Replacement
Bonds which the Holder making the exchange is entitled to receive. Global Certificates may
not be exchanged for Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange or -transfer provided for in this resolution
shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by
the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed
or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax -or other
governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond
Registrar to close its transfer books between record dates and payment dates.
13. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or
in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
14. Interest Payment; Record' Date. Interest on any Global Certificate shall be paid
as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid
on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the
Bond Registrar, and in each case at the address appearing thereon at the close of business on
the fifteenth (15th) calendar day preceding such Interest Payment Date (the "Regular Record
Date"). Any such interest not so timely paid shall cease to be payable to the person who is
the Holder thereof as of the Regular Record Date, and shall be payable on a date (a "Special
Interest Payment Date") selected by the Bond Registrar to the person who is the Holder
thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Interest Payment Date and the Special Record Date shall be given by the Bond
BOND/22032046/03857-379
13
113/94
Registrar to the Holders no less than ten (10) days prior to the Special Record Date. The
Special Interest Payment Date shall be no later than fifteen (15) days following the Special
Record Date.
15. Holders; Treatment of Registered Owner: Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting
Holders of the Bonds, including than payments, redemptions, and purchases, the City
shall treat the Holder of a Bond as the owner of the Bond.
B. The City and Bond Registrar shall treat the Holder as the owner of such
Bond for the purpose of receiving payment of principal of and premium, if any, and
interest (subject to the payment provisions in paragraph 14 above) on, such Bond and
for all other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the contrary.
C. Any consent, request, direction, approval, objection or other instrument
to be signed and executed by the Holders may be in any number of concurrent
writings of similar tenor and must be signed or executed by such Holders in person or
by agent appointed in writing. Proof of the execution of any such consent, request,
direction, approval, objection or other instrument or of the writing appointing any such
agent and of the ownership of Bonds, if made in the following manner, shall be
sufficient for any of the purposes of this Resolution and shall be conclusive in favor of
the City with regard to any action taken by it under such request or other instrument,
namely:
1. The fact and date of the execution by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who
by law has power to take acknowledgments within such jurisdiction that the
person signing such writing acknowledged before him the execution thereof, or
by an affidavit of any witness to such execution.
2. Subject to the provisions of subparagraph (A) above, the fact of
the ownership by any person of Bonds and the amounts and numbers of such
Bonds, and the date of the holding of the same, may be proved by reference to
the bond register.
16. Delivery; Application of Proceeds. The Global Certificates when so prepared
and executed shall be delivered by the City Manager to the Purchaser by delivering the Bonds
to the Depository registered in the name of the Depository's nominee, Cede & Co., upon
receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper
application thereof.
17. Application of Proceeds. Establishment of Funds. Appropriation.
B0ND22032046/03857-379
14
1/3/94
A. All of the proceeds of the Bonds, except accrued interest, if any, shall
be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement.
Such proceeds shall be applied as set forth in the Escrow Agreement. Such proceeds
and other funds, if any, deposited with the Escrow Agent (the "Escrow Fund") shall
be applied to defease and refund the Series 1990 Bonds as set forth therein. Accrued
interest, if any, shall be deposited to the Fund, as defined below.
B. There is hereby established a special fund to be designated the "General
Obligation Tax Increment Refunding Bonds of 1994 Fund" (the "Fund"). The Fund
shall be maintained in the manner herein specified until all of the Bonds and interest
thereon have been fully paid. The Clerk of the City and all officials and employees
concerned therewith shall establish and maintain financial records of the receipts and
disbursements in accordance with this Resolution.
C. There are hereby irrevocably appropriated and pledged to, and there
shall be credited to, the Fund: (a) all Available Tax Increment herein, and pursuant to
the Pledge Agreement, pledged to the payment of the Bonds; (b) the taxes, if any,
levied for the payment of principal and interest on the Bonds, (c) all investment
earnings on funds held in the Fund; (d) all collections of taxes which may hereinafter
be levied for the payment of the Bonds and (e) any and all other moneys properly
available and appropriated in the future by the governing body of the City to the Fund,
which may include moneys in the City's General Obligation Debt Service Fund. The
Fund shall be used solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other general obligation bonds of the City hereafter
issued by the City and made payable from said account as provided by law.
D. There are hereby irrevocably appropriated and pledged to, and there
shall be credited to, the Escrow Fund: (a) all proceeds of the Bonds other than
accrued interest, if any, (b) all amounts held pursuant to any fund established with
respect to the Series 1990 Bonds, including, without limitation, $600,000 held in the
Reserve Account established for the Series 1990 Bonds, (c) all investment earnings on
all funds held in the Escrow Fund, and any and all other moneys available and
properly appropriated in the future by the governing body of the City or the EDA to
the Escrow Fund.
E. No portion of the proceeds of the Bonds shall be used directly or
indirectly to acquire investments or to replace funds which were used directly or
indirectly to acquire investments at a yield in excess of the yield on the Bonds. To
this effect, any proceeds of the Bonds and any sums from time to time held in the
Fund or any other City account which will be used to pay principal or interest to
become due on the bonds payable therefrom or under the Escrow Agreement in excess
of amounts which under then -applicable federal arbitrage regulations may be invested
without regard to yield shall not be invested at a yield in excess of the applicable yield
restrictions unposed by said arbitrage regulations on such investments after taking into
BONDI22032046/03857-379
15
1/3/94
account any applicable "temporary periods" or "minor portion" made available under
the federal arbitrage regulations. Money in the Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by the United States or any
agency or instrumentality thereof if and to the extent that such investment would cause
the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
F. The City does hereby pledge the full faith and credit and taxing power
of the City for the payment of the principal and interest on the Bonds, and does
further agree to all the provisions of Minnesota Statutes, Section 469.178, Subd. 2 and
Section 6.15 of the Home Rule Charter under which authority and pursuant to which
provisions the Bonds are being issued.
G. The City does hereby pledge Available Tax Increment to the payment of
principal of and interest on the Bonds.
18. Securities. Securities purchased from moneys in the Fund and Escrow Fund
shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8,
and any amendments or supplements thereto.
19. Redemption of Series 1990 Bonds. The Series 1990 Bonds which mature in
2002 and thereafter shall be redeemed and prepaid on September 1, 2001, in accordance with
the terms and conditions set forth in the Escrow Agreement.
20. Purchase of SLGS. The City Manager, or anyone, including without limitation
the Financial Advisor, designated by the City Manager to act in his behalf, is hereby
authorized an directed to purchase the appropriate United States Treasury Securities, State and
Local Government Series, from the proceeds of the Bonds in accordance with the provisions
of this resolution and to execute all such documents (including the appropriate subscription
form) required to effect such purchase in accordance with the U.S. Treasury Regulations (31
CFR Part 344).
21. General Obligation Pledge. For the prompt and full payment of the principal
and interest on the Bonds, as the same respectively become due, the full faith, credit and
taxing powers of the City shall be and are hereby irrevocably pledged. If the monies
appropriated and pledged to the payment of principal and interest on the Bonds, together with
other funds irrevocably appropriated to the Debt Service Account herein established, shall at
any time be insufficient to pay such principal and interest when due, the City covenants and
agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable
property in the city sufficient to pay such principal and interest as it becomes due. If the
balance in the Fund is ever insufficient to pay all principal and interest then due on the Bonds
payable therefrom, the deficiency shall be promptly paid out of any other funds of the City
which are available for such purpose, including the General Obligation Debt Service Fund or
BOND/22032146/03857-379
16
1/3/94
the general fund of the City, and such other funds may be reimbursed with or without interest
from the Fund when a sufficient balance is available therein.
22. Available Tax Increment Pledge. The City hereby pledges Available Tax
Increment for the prompt and full payment of the principal of and interest on the Bonds, as
the same respectively become due. Promptly upon the receipt from the EDA of an
installment of Available Tax Increment from Hennepin County which has been derived from
the Districts, the City shall cause such amounts to be deposited into the Funds as follows:
(i) with respect to installments of Available Tax Increment received from each September 1
through the next succeeding February 28 or 29, as the case may be, there shall be deposited
to the Fund that portion of Available Tax Increment received as shall, together with amounts
then on deposit in the fund, equal at least the interest due on the next March 1 and one-half
of the principal amount of the Bonds due on the next September 1; and (ii) with respect to
installments of Available Tax Increment received from each March 1 to the next succeeding
August 31, there shall be deposited to the Fund that portion of the Available Tax Increment
received as shall, together with amounts then on deposit in the Fund, equal at least the
interest due on the next September 1 and the principal amount of the Bonds payable on the
next September 1.
23. Debt Service Coverage. It is hereby determined that the Available Tax
Increments will be in an amount of at least five percent in excess of the amount needed to
meet, when due, the regularly scheduled payment of principal of and interest on the Bonds
and that no tax levy is needed at this time.
24. Certificate of Registration. The Clerk is hereby directed to file a certified copy
of this Resolution with the Director of Property Taxation of Hennepin County, together with
such other information as the County Auditor shall require, and to obtain the County
Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register
as required by Minnesota Statutes, Section 475.63.
25. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of
the issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the fmancial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall be deemed representations of the City as
to the facts recited therein.
26. Defeasance. When all Bonds have been discharged as provided in this
paragraph, all pledges, covenants and other rights granted by this resolution to the registered
holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its
obligations with respect to any Bonds which are due on any date by irrevocably depositing
BOND/22032046/03857-379
17
1/3/94
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in
full; or if any Bond should not be paid when due, it may nevertheless be discharged by
depositing with the Bond Registrar a sum sufficient for the payment thereof in full with
interest accrued to the date of such deposit. The City may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable
banking institution qualified by law as an escrow agent for this purpose, cash or securities
described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at
such times and at such rates and maturing on such dates as shall be required, subject to sale
and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of
redemption as herein required has been duly provided for, to such earlier redemption date.
27. Negative Covenants as to Use of Proceeds and Project. The City hereby
represents that neither it nor the EDA has used the proceeds of the Series 1990 Bonds or the
improvements financed from the proceeds thereof or the proceeds of the Refunded 1990
Bonds and hereby covenants not to use the proceeds of the Bonds or such improvements, or
to cause or permit them to be used, or to enter into any deferred payment arrangements for
the cost of such improvements, in such a manner as to cause the Refunded 1990 Bonds, the
Series 1990 Bonds or the Bonds to be "private activity bonds" within the meaning of Sections
103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code").
28. Tax -Exempt Status of the Bonds: Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, 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, if the Bonds (together with other obligations reasonably
expected to be issued and outstanding at one time in this calendar year) exceed the
small -issuer exception amount of $5,000,000.
•
To the extent required by law, the City will make or cause to be made, when required,
calculations as to yield on the Series 1990 Bonds and the Bonds and on invested amounts in
the Fund and the Escrow Fund and will rebate to the United States of America any amounts
with respect to the Series 1990 Bonds or the Bonds necessary to be rebated under Section 148
of the Code. To the extent required by law, there shall be established separate and segregated
accounts known as the "Series 1990 Bonds Rebate Account" and the "Series 1994 Rebate
Account" for deposit of amounts required to be rebated to the United States of America.
Funds in the Rebate Accounts shall not be deemed pledged to the Series 1990 Bonds or the
Bonds. The City hereby covenants to make all rebate payments, when due, to the United
States of America.
On the basis of the existing facts, estimates and circumstances, including the foregoing
findings and covenants, the City hereby certifies that it is not expected that the proceeds of
the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under
BOND22032046/03857-379
18
1/3/94
Section 148 of the Code, and the regulations thereunder. The Mayor and/or the City Manager
shall furnish an arbitrage certificate to the Purchaser and Bond Counsel at the time of the
delivery of the Bonds. The proceeds of the Bonds will not be used in such a manner that the
Bonds will be private activity Bonds under Section 141 of the Code.
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 Code,
and the applicable Treasury Regulations thereunder and covenants to take any and all actions
within its powers to ensure that the interest on the Bonds will not become subject to such
taxation.
The City covenants that it will file with the Internal Revenue Service the information
required under Section 149(e) of the Code.
Section 9.12. Designation of Oualified Tax -Exempt Obligations; Issuance Limit. In
order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code, the City hereby makes the following factual statements and
representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of
the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 501(c)(3) bonds as not being private activity
bonds) which will be issued by the City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations are treated as issued by the City)
during this calendar year 1993 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 1993 have been designated for purposes of Section 265(b)(3) of the
Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements which
may apply in order to effectuate the designation made by this paragraph.
BOND/22032046i03857-379
19
1/3/94
29. Letter of Representations. The Letter of Representations is hereby approved
substantially in the form set forth as Exhibit F to this Resolution, and shall be executed on
behalf of the City by the Mayor, the City Manager or any member of the City Council, in
substantially the form approved, with such changes, modifications, additions and deletions as
shall be necessary and appropnate and approved by Bond Counsel. Execution by such
officers of the Letter of Representations shall be conclusive evidence as to the necessity and
propriety of changes and their approval by Bond Counsel. So long as The Depository Trust
Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended
or supplemented by the City from time to time with the agreement or consent of The
Depository Trust Company.
30. Official Statement. The Mayor, City Manager and City Clerk are hereby
authorized and directed to certify that they have examined the official statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief said statement is a complete and accurate representation of the facts and
representations made therein as of the date of said official statement or prospectus as it relates
to the City. The use by Ehlers and Associates, Inc., of the Official Statement and its Terms
of Proposal, and the terms and conditions of the Bonds and the sale set forth therein, are
hereby approved and ratified.
31. Tax Increment Pledge Agreement. The Tax Increment Pledge Agreement is
hereby approved substantially in the form set forth as Exhibit G to this Resolution and shall
be executed on behalf of the City by the Mayor, the City Manager or any Member of the City
Council in substantially the form approved, with such changes, modifications, additions and
deletions as shall be necessary and appropriate and approved by Bond Counsel. Execution by
such officers of the Tax Increment Pledge Agreement shall be conclusive evidence as to the
necessity and propriety of the changes and their approval by Bond Counsel.
32. Severability. If any section, paragraph or provision of this resolution shall be
held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
33. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
BOND/22032046/03857-379
20
1/3/94
34. Effective Date. This resolution shall become effective immediately upon
adoption.
Attest:
Adopted by the City Council
January 3, 1994
t7c6
Mayor
City C1erK " City Manager
Reviewed for Administration: Approved as to Form and
Execution:
BOND/22032046103857-379
City Attorney
21
1/3/94
BONDR20320461:13857.379
EXHIBIT A
PROPOSALS OF PROSPECTIVE PURCHASERS
A-1
1!3/94
JAN 03 '94 0S:19PM EH..ERS & ASSOCIATES
BID TABULATION
$6,975,000e General Obrrga,8on Tax Increment Rekmding Bonds of 1994
y of SL Louis Park„ Minnesota
SALE: January 3,1994
&Q: NORWEST INVESTMENT SERVICES, INC.
RATING: Moody s'Aa1' BBI: 5.21
P. 3/4
NAME OF BIDDER
COUPON NET INTEREST COST
RATE YEAR & RATE
PRICE
NORWEST INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
DAIN BOSWORTH, INC.
Mi n neapolis, Mi nnesota
MERRILL LYNCH & CO.
Chicago,iliinois
Dougherty, Dawkins, Strand
'opal& Bigelow, Inc.
terson Financial Corporation
'g-Hallum, Inc.
SMITH BARNEY SHEARSON
Minneapolis, Minnesota
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
Chicago, IIGnoIs
CLAYTON BROWN & ASSOCIATES, INC.
Chicago, Illinois
KEMPER SECURITIES, INC.
Chicago, Illinois
4.50% 2000 -2004 $4,271,486.56 $6,887,812.50
4.65% 2006
4.80% 2006 4.8706%
4.876% 2007 -2009
4.20%
4.40%
4.66%
4.70%
4.80%
4.90%
5.00%
2000 -2002 _ $4,301,497.14 $6,887,848.90
2003
2004 4.9048%
200.5
2006
2007
2008 -2009
4.10% 2000
4.37596 2001 -2002
4.50% 2003 -2004
4.70% 2005
4.80% 2006
4.90% 2007
6.00% 2008 -2009
$4,316,021.44 $6,888.274.60
4.9214%
• Sao,000. the t2obid
m a b><xes� by �.o� i475.oaosoWas be:Teased a2 mita o with the 2000 m�� b m
increased by $25,000 to $540,000, the 2004 maty Increased by $20,0002o$576,000. the 2005 may increased by 0,,0
$610,000, the 2006 maturity increased by $20.000 to $655,000, the 2007 matey Increased by $15.000 M $1,100.000 2006
maturity increased by 515,000 to $1,255,000 and the 2009 maturity increased by 810.000 to $1210,000 in maturity value.
Adjusted Price - 57,105,062.50
soZteedd NINet Interest Cast • $4.377,107.96
C - 4.8682%
OLEADERS IN PUBLIC FINANCE
Ehlers and Asseciatesilnc.
2950 Nonrat Coat
IX South Sorts Street
Isnneeasefes. MN 55102.4100
(012) 3304291 FAX (512) 399.0054
JAN 03 '94 05:20PM EHLERS & ASSOCIATES
I$6,975,000' General Obligation Tax Increment Refunding Bonds of 1994
City of St. Louis Park. Minnesota
January 3, 1994
Page 2
P.4/4
NAME OF BIDDER
COUPON
RATE YEAR& RATE
NET INTEREST COST
PRICE
PRUDENTIAL SECURITIES, INC.
Chicago, Illinois
PAINEWEBBER, INC.
Chicago, Illinois
DEAN WITTER REYNOLDS, INC.
Chicago, Illinois
ROBERT W. BAIRD & COMPANY, INC.
Milwaukee, Wisconsin
MABON SECURITIES, INC.
New York, New York
RAYMOND JAMES & ASSOCIATES, INC.
DAChicago, Illinois
SALLE NATIONAL BANK
Chicago, Illinois
NIKE SECURITIES LP.
Chicago, Illinois
PIPER JAFFRAY INC.
Minneapolis, Minnesota
FBS INVESTMENT SERVICES, INC.
Minneapolis, Minnesota
Miller, Johnson & Kuehn, Inc.
John G. Kinnard & Company, Inc.
Park Investment Corporation
American National Bank & Trust Company
4.10% 2000
4.20% 2001
4.30% 2002
4.40% 2003
4.80% 2004
4.75% 2005
4.875% 2006
4.90% 2007
5.009'6 2008
5.15% 2009
$4,348.157.40 $8,887,812.50
4.9580%
4.50% 2000 -2003 $4,360,062.50 $6,887,812.50
4.80% 2004
4.76% 2005 4.9716%
4.90% 2008
5.00% 2007 -2009
4.25% 2000 -2002 $4,388,795.00 $6,887,812.50
4.40% 2003
4.55% 2004 4.981596
4.70% 2005
4.90% 2006
5.0096 2007
6.05% 2008
5.16% 2009
B0ND/22032046/03857-379
EXHIBIT B
ESCROW AGREEMENT
B-1
1/3/94
$ City of SL Louis Park, Minnesota
General Obligation Tax Increment Refunding Bonds
of 1994
ESCROW AGREEMENT
Dated as of February 1, 1994
Relating to the Advance Refunding of
City of St. Louis Park, Minnesota
Tax Increment Revenue Refunding Bonds
Series 1990
This instrument was prepared by
Popham, Haik, Schnobrich & Kaufman, Ltd.
222 South Ninth Street
Minneapolis, Minnesota 55402
BOND/2203182012!29193
Draft #1
12/23/93
$ City of SL Louis Park, Minnesota
General Obligation Tax Increment Refunding Bonds
of 1994
ESCROW AGREEMENT
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
Section 1. Delivery of Money to Escrow Agent 2
Section 2. Investment and Expenditure of Money 3
Section 3. Sufficiency of Escrow Securities 3
Section 4. Collection of Proceeds of Securities and Escrow Payments 3
Section 5. All Securities and Money and Proceeds Thereof Held in Trust 4
Section 6. Reports and Notice of Insufficiency 4
Section 7. • Substitute Securities; Reinvestment of Proceeds of Escrow Securities 4
Section 8. Amendments of Escrow Agreement 6
Section 9. Limitation of Escrow Agent Duties 7
Section 10. Deposit of Additional Sums 7
Section 11. Remission of Funds 7
Section 12. Compensation of Escrow Agent 8
Section 13. Merger of Escrow Agent; Successor Escrow Agent 8
BONDm03182012/29/93 i
Section 14. Call of Refunded Bonds for Redemption 9
Section 15. Prior Bonds Paying Agent Acknowledgments 9
Section 16. Notices 9
Section 17. Miscellaneous 10
Section 18. Arbitrage Rebate 11
Exhibit A Escrow Securities A-1
Exhibit B Escrow Securities Cash Flows B-1
BOND/22031820 12/29/93 ii
ESCROW AGREEMENT
This ESCROW AGREEMENT, dated as of February 1, 1994, is made by and among
the City of St. Louis Park, Minnesota (the "City"), a municipal corporation created and
existing under the Constitution and laws of the State of Minnesota and its Home Rule
Charter, St. Louis Park Economic Development Authority (the "Authority"), a public body,
corporate and politic, of the State of Minnesota, Fust Trust National Association, a national
association with trust powers, as Registrar and Paying Agent (the "Prior Bonds Paying
Agent") for the Prior Bonds (as defined below) and a
national association with trust powers, as escrow agent hereunder (the "Escrow Agent").
WITNESSETH:
WHEREAS, pursuant to a resolution adopted September 18, 1990 (the "Prior Bonds
Resolution") the Authority issued its $6,000,000 original principal amount Tax Increment
Revenue Refunding Bonds, Series 1990 (the "Prior Bonds") which are subject to redemption
at the option of the Authority on September 1, 2001, in whole or in part, at a redemption
price of par plus accrued interest and a premium of 2% of the principal amount to be
redeemed;
WHEREAS, First Trust National Association is currently serving as Registrar and
Paying Agent under the Prior Bonds Resolution; and
WHEREAS, the City has determined that it is in the best interest of the City to
advance refund the Prior Bonds from the proceeds of the proposed issuance of the City's
$ General Obligation Tax Increment Refunding Bonds of 1994
(the "Bonds");
WHEREAS, the City's Home Rule Charter (the "Charter") provides that in addition to
the power to borrow and issue bonds granted in the Charter, the City shall have the powers
granted to cities of its same class by the laws of the State of Minnesota;
WHEREAS, the City's Charter provides that the City may issue bonds to provide
funds for any public purpose not prohibited by law;
WHEREAS, Minnesota Statutes, Section 469.178, Subd. 2 authorizes the City to issue
general obligation bonds to finance any expenditure by the municipality or an authority the
jurisdiction of which is wholly or partially within that municipality pursuant to Minnesota
Statutes Section 469.176, Subd. 4 in the same manner and subject only to the same conditions
as those provided in Minnesota Statutes Chapter 475 for bonds financing improvement costs
reimbursable from special assessments and authorizes the City to pledge tax increment
revenues for the payment of the principal of and interest on general obligation bonds issued
pursuant to such Minnesota Statutes Section 469.178, Subd. 2;
BOND/22031820 12/29/93
1
10
WHEREAS, the Authority is located wholly within the City;
WHEREAS, Minnesota Statutes Section 469.174, Subd. 3 defines "Bonds" to include
refunding bonds for the purpose of Minnesota Statutes Section 469.176, Subd. 4;
WHEREAS, Minnesota Statutes Section 475.67 authorizes the issuance of refunding
bonds;
WHEREAS, the Authority used the proceeds of the Prior Bonds to current refund
(within the meaning of the Internal Revenue Code of 1986, as amended) its $6,000,000 Tax
Increment Revenue Bonds, Series 1990 (the "Refunded 1990 Bonds");
WHEREAS, the proceeds of the Refunded 1990 Bonds were used to finance public
redevelopment costs in a redevelopment project area within the meaning of Minnesota
Statutes Section 469.176, Subd. 4;
WHEREAS, pursuant to the Act, its Charter and a bond resolution adopted January 3,
1994 (the "Bond Resolution"), the City is issuing the Bonds; and
WHEREAS, the City has, pursuant to the Bond Resolution, duly and validly
authorized the execution and delivery of the documents necessary for the issuance of the
Bonds, including, among others, this Escrow Agreement, and delivery of a portion of the
proceeds of the Bonds and certain other funds to the Escrow Agent for the purchase by the
Escrow Agent of the Escrow Securities; and
WHEREAS, pursuant to Section 469.178 of the Act, the Authority may pledge tax
increments to the payment of the Bonds and the City may pledge such tax increments to the
Bonds; and
WHEREAS, the Authority, by resolution adopted , 1994, has
heretofore authorized the execution and delivery of this Escrow Agreement, the pledge of the
tax increment to the Bonds, including a Pledge Agreement between the City and the
Authority, and the optional redemption of the Prior Bonds on September 1, 2001 at a price of
par, plus a premium of 2% of the principal amount to be redeemed, plus accrued and unpaid
interest to the date of redemption; and
WHEREAS, the Authority has given the Prior Bonds Paying Agent irrevocable
instructions to mail a notice of redemption as required by the resolution of the Authority
pursuant to which the Prior Bonds were issued; and
WHEREAS, the Prior Bonds Paying Agent has agreed to mail such notice of
redemption in a timely manner, and
BOND/2203182012/29193 2
r
WHEREAS, the Escrow Agent has duly and validly accepted the duties and
obligations created by this Escrow Agreement and the performance of its obligations
hereunder; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained,
for the benefit of the holders of the Prior Bonds, the parties hereto covenant as follows:
Section 1. Delivery of Money to Escrow Agent. On the date of issue of the Bonds,
the City and the Authority, as the case may be, shall pay or cause to be paid to the Escrow
Agent and the Escrow Agent shall receive and hold pursuant hereto as required by the Prior
Bonds Resolution:
(a) The sum of $ , which sum is derived from moneys and
maturity value of securities held in the debt service fund established for the Prior
Bonds by the Authority pursuant to the Resolution.
(b) The sum of $ , which sum is derived from proceeds of
the Bonds.
Execution of this Escrow Agreement by the Escrow Agent shall constitute written
acknowledgment by the Escrow Agent of its receipt on the date of issue of the Bonds of the
total sum of $ to be held by the Escrow Agent pursuant to the provisions
of the Escrow Agreement.
Section 2. Investment and Expenditure of Money. On the date of issue of the Series
1993 Bonds, the Escrow Agent shall:
(a) Apply the sum of $ to the purchase of the Escrow
Securities described in Exhibit A hereto (the "Escrow Securities"); and
(b) ' Hold the sum of $ (the "Initial Cash"), in the form
of United States currency until the application of the same to meet the Escrow
Payments or investment pursuant to the provisions of Section 8 hereof.
On the date of issue, the Escrow Agent shall invest the monies it receives hereunder in
the Escrow Securities. The Authority hereby authorizes and directs the Escrow Agent to
purchase the Escrow Securities.
Section 3. Sufficiency of Escrow Securities. The Authority and the City represent
that the Escrow Securities and the maturing principal thereof and the interest thereon, if paid
when due, without reinvestment, together with the Initial Cash, shall be sufficient to pay all
of the principal of and the interest to become due on the Outstanding Bonds on or before
September 1, 2001, plus the redemption price of 102% of the principal amount of the Prior
Bonds maturing on or after September 1, 2002, which Refunded Bonds shall have been called
B0ND/220318201229193 3
t
1
for redemption not later than September 1, 2001 pursuant to the provisions of the Refunded
Bond Indenture. The foregoing amounts to become due are sometimes referred to herein as
the "Escrow Payments." The cash flow to be derived from the Escrow Securities is set forth
in Exhibit B hereto.
Section 4. Collection of Proceeds of Securities and Escrow Payments. The Escrow
Agent shall present for payment, and shall collect and receive, on the due dates thereof, the
maturing installments of principal of and the interest on the Escrow Securities and any
Substitute Securities (defined hereinafter). From such proceeds and other money in the
Escrow Account (defined hereinafter), the Escrow Agent shall make timely payment to the
Prior Bonds Paying Agent for the benefit of the holders of Prior Bonds of the Escrow
Payments, when due.
Section 5. All Securities and Money and Proceeds Thereof Held in Trust. The City
and the Authority hereby irrevocably convey, transfer and assign to the Escrow Agent the
Escrow Securities and the Substitute Securities, if any, the proceeds thereof and thereon, and
the Initial Cash, and any substitutions or reinvestments thereof made pursuant to Section 7
hereof; and the Escrow Agent hereby irrevocably agrees to hold the same, together with any
other money which the Escrow Agent may receive pursuant to this Escrow Agreement in an
account separate from all other funds and investments held by the Escrow Agent (the "Escrow
Account") solely for the purpose of making the Escrow Payments and the payments described
in Section 11 hereof. The Escrow Agent shall not sell, transfer, assign or hypothecate any
portion of the Escrow except pursuant to Sections 7 and 11 hereof.
Section 6. Reports and Notice of Insufficiency. Not later than October 1, 1994, and
on the same date in each year thereafter (or the next succeeding business day if such date is
not a business day) through and including the year 2000, the Escrow Agent shall render a
report for the twelve month period ending on the immediately preceding September 1 to the
Authority and the City by delivery to the Authority and the City at their respective addresses
set forth herein, setting forth the activity concerning the Escrow Securities or any Substitute
Securities, the maturation of such Escrow Securities or Substitute Securities and amounts
received by the Escrow Agent by reason of such maturity, the reinvestment, if any, of any
amounts, the interest earned on such Escrow Securities or reinvestments made by the Escrow
Agent in other such Escrow Securities or Substitute Securities and the interest and/or principal
derived therefrom, the Escrow Payments and any other transactions of the Escrow Agent
pertaining to its duties and obligations as set forth herein.
In the event the maturing principal of and interest on the securities and Initial Cash in
the Escrow shall be projected to become insufficient at any time in the future to make an
Escrow Payments described in Section 3 hereof, the Escrow Agent shall give the Authority
and the City prompt written notice of such projected insufficiency. Such notice shall be
accompanied by a written request directed to the Authority and the City that the Authority or
the City deposit with the Escrow Agent, pursuant to Section 11 hereof, sums sufficient to
make up the projected insufficiency resulting from such errors or miscalculations.
B0ND22031112012/29/93
4
Section 7. Substitute Securities: Reinvestment of Proceeds of Escrow Securities.
In order to ensure continuing compliance with the Internal Revenue Code of 1986, as
amended (the "Code"), and present Treasury Regulations promulgated thereunder, the Escrow
Agent agrees that it will not reinvest any cash received in payment of the principal of and
interest on the Escrow Securities. Said prohibition on reinvestment shall continue unless and
until the Escrow Agent receives (i) a report from an independent certified public accountant,
verifying that the investments in the Escrow Account after the reinvestment are sufficient to
pay the principal and interest with respect to the Prior Bonds when due, without any further
reinvestment, and (ii) an opinion from nationally recognized bond counsel acceptable to the
City that such reinvestments are permitted hereunder, will not adversely affect the tax-exempt
status of the interest with respect to the Bonds or the Prior Bonds, and are in compliance with
this Escrow Agreement.
This Escrow Agreement may be amended or supplemented (any such amendment,
supplement, direction to sell or redeem or invest to be referred to as a "Subsequent Action"),
so that the Escrow Securities or any portion thereof may be sold or redeemed, or invested or
reinvested in or be replaced, in whole or in part, with direct noncallable obligations of the
United States upon submission to the Escrow Agent of each of the following:
(1) Written direction from the City authorizing and directing the Subsequent
Action signed by an officer of the City;
(2) An opinion of nationally recognized bond counsel acceptable to the City that
the Subsequent Action will not cause the interest on either the Series 1993 Bonds or the
Refunded Bonds to be includable in gross income for federal income tax purposes of the
respective holders thereof, is in compliance with this Escrow Agreement and is not
inconsistent with the terms of the Forward Purchase Agreement; and
(3) An opinion of a fum of independent certified public accountants acceptable to
the City that subsequent to reinvestment, the funds (which will consist only of (i) direct --
obligations of or obligations fully guaranteed by the United States of America as required by
the Prior Bonds Resolution and (ii) beginning cash balance available or to be available for
payment of the Prior Bonds will remain sufficient, without any further reinvestment, to pay
when due all principal and interest on the Prior Bonds after the taking of the Subsequent
Action.
The City and the Authority hereby covenant and agree that they will not exercise any
of the powers described in the preceding paragraph in any manner which would cause the
Prior Bonds or the Bonds to be "arbitrage bonds" within the meaning of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder in effect on the date of such
request and applicable to obligations issued on the respective issue date of the Prior Bonds or
the Bonds. The substitution of Substitute Securities for the Escrow Securities may be
effective only if the City delivers to the Escrow Agent (A) a certificate of an independent
BONW22o3182012 29I93 5
1
public accountant and acceptable to the City that the principal amount of Substitute Securities
to be substituted and the interest income to be earned thereon will be sufficient without
reinvestment to permit the Escrow Agent to make the Escrow Payments, and (B) an opinion
of nationally recognized bond counsel acceptable to the City to the effect that the disposition
and substitution of purchase of such Substitute Securities will not cause the Prior Bonds or
the Bonds to be "arbitrage bonds" within the meaning of the Code. The yield (as defined in
the Code) on any such investment and Substitute Securities may not exceed the yield on the
Bonds unless the opinion of Bond Counsel delivered to the Escrow Agent specifically
authorizes investment at such higher rate.
Section 8. ,Amendments of Escrow Agreement. The Escrow Agent, the Prior Bonds
Paying Agent, the City and the Authority recognize that the holders of the Prior Bonds have a
beneficial interest in the securities and money held in the Escrow Account. It is therefore
understood and agreed that this Escrow Agreement shall not be subject to revocation or
amendment except for the purpose of (a) clarifying any ambiguity herein, or (b) adding
additional money or noncallable direct obligations of the United States or noncallable
obligations guaranteed by the United States to the Escrow Account, in either case at the
request of the City, the Authority, the Prior Bonds Paying Agent or the Escrow Agent, which
request shall be accompanied by an opinion of nationally recognized bond counsel acceptable
to the City and addressed to the City, the Authority, the Prior Bonds Paying Agent and the
Escrow Agent to the effect that such requested change does not cause the Prior Bonds or the
Bonds to be "arbitrage bonds" within the meaning of the Code and the regulations thereunder.
Notice of any such intended revocation or amendment and a copy of such opinion
shall be sent by the party initiating said revocation or amendment to each of the parties hereto
at least three business days prior to the proposed effective date of any such revocation or
amendment, and notice of any holding of invalidity, illegality or unenforceability shall be sent
within 30 days following such decision, in either case, by registered or certified mail, postage
prepaid.
Section 9. Limitation of Escrow Agent Duties. None of the provisions contained in
this Escrow Agreement shall require the Escrow Agent to use or advance its own funds in the
performance of any of its duties or the exercise of any of its rights or powers hereunder. The
Escrow Agent shall be under no liability for the payment of interest on any funds or other
property received by it hereunder except to the extent the Escrow Agent is required by the
express terms of this Escrow Agreement to invest such funds and it fails to do so in which
case such liability shall be limited to the amount of interest which would have otherwise been
earned calculated at the Federal Funds rate for the applicable period.
The Escrow Agent's liabilities and obligations in connection with this Escrow
Agreement are confined to those specifically described herein. The Escrow Agent is
authorized and directed to comply with the provisions of this Escrow Agreement and is
relieved fipm all liability for so doing notwithstanding any demand or notice to the contrary
by any party hereto. The Escrow Agent shall not be responsible or liable for the sufficiency,
BOND/22031820 12/29/93 6
correctness, genuineness or validity of the Escrow Securities or any Substitute Securities
deposited with it; the performance of, or compliance by any party other than the Escrow
Agent with, the terms or conditions of any such instruments or the terms or conditions of this
Escrow Agreement; the truth of the recitals herein; or any loss which may occur by reason of
forgeries, false representations or the exercise of the Escrow Agent's discretion in any
particular manner unless such exercise is grossly negligent or constitutes willful misconduct.
If any controversy arises between the City or the Authority and Prior Bonds Paying Agent or
between any of said parties and any third person, the Escrow Agent shall not be required to
determine the same or to take any action in the premises, but it may, in its discretion, institute
an interpleader or other proceeds in connection therewith as it may deem proper.
The Escrow Agent may conclusively rely upon and shall be protected in acting upon
any statement, certificate, notice, request, consent, order, opinion, report or other document
believed by it to be genuine and to have been signed or presented by the proper party. The
Escrow Agent may consult nationally recognized bond counsel in respect of any question
arising under this Escrow Agreement, and the Escrow Agent shall not be liable for any action
taken or omitted in good faith upon advice of such counsel.
Section 10. Deposit of Additional Sums. The Authority and the City jointly and
severally agrees that it will promptly deposit with the Escrow Agent the additional sum or
sums of money specified in the Escrow Agent's notice of insufficiency given pursuant to
Section 6 hereof.
Section 11. Remission of Funds. At such time as the Escrow Agent shall have
received both a certificate of the Prior Bonds Paying Agent to the effect that all of the
Escrow Payments have been made and the confirmation of such certificate by the City,
together with such other evidence of such payment as shall be satisfactory to the Escrow
Agent, the Escrow Agent shall pay from the Escrow Account any remaining compensation
and expenses of .the Escrow Agent, the Prior Bonds Paying Agent, the Authority and the City
and shall then deliver forthwith or remit to the City any remaining securities and money held
pursuant to this Escrow Agreement.
Section 12. Compensation of Escrow Agent. The payment arrangement heretofore
made between the Escrow Agent, the Authority and the City as to compensation and expenses
of the Escrow Agent for services rendered by it pursuant to the provisions of the Escrow
Agreement is satisfactory to it and to the Authority and the City, and no further payment to
the Escrow Agent, other than as provided by such arrangement, shall be required for such
purpose. Such arrangement for compensation and expenses is intended as compensation for
the ordinary services as contemplated by this Escrow Agreement, and in the event that the
Escrow Agent renders any service hereunder not expressly provided for in this Escrow
Agreement, or the Escrow Agent is made a party to or intervenes in any litigation pertaining
to this Escrow Agreement or institutes interpleader proceedings relative hereto, the Escrow
Agent shall be reasonably compensated by the Authority or the City for such extraordinary
services and reimbursed for all fees, costs, liability and expenses (including reasonable
B0ND/220318201229/93 7
attorneys' fees) occasioned thereby. All fees and expenses shall promptly be paid by the
Authority or the City upon invoice from the Escrow Agent. The Escrow Agent acknowledges
that such fees, charges and expenses shall be paid by the Authority or the City and in no
event shall give rise to any claim against the Escrow, the moneys and investments in which
are solely for the benefit of the holders of the Prior Bonds until the payment thereof.
Section 13. Merger of Escrow Agent: Successor Escrow Agent. Any corporation or
association into which the Escrow Agent may be converted or merged, or with which it may
be consolidated, or to which it may sell or transfer its trust business and assets as a whole or
substantially as a whole, or any corporation or association resulting from any such conversion,
sale, merger, consolidate or transfer to which it is a party, j facto, shall be and become
successor Escrow Agent hereunder and vested with all of the title to the Escrow and all the
trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor,
without the execution or filing of any instrument or any further act, deed or conveyance on
the part of any of the parties hereto. Further, the obligations assumed by the Escrow Agent
pursuant to this Escrow Agreement may be transferred by the Escrow Agent to a successor if:
(a) the Escrow Agent has presented evidence satisfactory to the City and the Authority and
nationally recognized bond counsel acceptable to the City that the successor meets the
requirements of the laws of the State of Minnesota, as now in effect or hereafter amended; (b)
the successor has assumed all the obligations of the Escrow Agent under this Escrow
Agreement; and (c) the Escrow Account has been duly transferred to such successor. From
and after the date any successor is duly established hereunder, the predecessor Escrow Agent
shall have no duty or responsibility hereunder, and shall in no event be liable for any action
or failure to act of the successor.
Section 14. Call of Prior Bonds for Redemption. The Authority pursuant to Section
2.03(b) of the Prior Bonds Resolution, hereby gives irrevocable notice to the Prior Bonds
Paying Agent of its election to call for early redemption on September 1, 2001 those
outstanding Prior Bonds maturing on September 1, 2002 and thereafter, at a price of 102% of
the principal amount thereof, plus accrued interest to September 1, 2001, and instructs the
Prior Bonds Paying Agent to give proper notice of and cavy out the early redemption of such
Prior Bonds pursuant to the Prior Bonds Resolution, including notice mailed at least 30 days,
but no more than 40 days, prior to the date of redemption, as set forth in the Prior Bonds
Resolution, to all registered holders of the Prior Bonds.
Section 15. Refunded Trustee's Acknowledgments. The Prior Bonds Paying Agent
hereby acknowledges receipt of the irrevocable call by the Authority for early redemption of
those Prior Bonds described in said Section 14 and agrees to mail such notice. It further
acknowledges that upon receipt in its capacity as Escrow Agent of the moneys and Escrow
Securities provided in Section 1 hereof for the payment of the redemption price, including
accrued interest, of the Prior Bonds on the date fixed for their early redemption such
Refunded Bonds shall be fully defeased and all security interests, liens and claims created
pursuant to the Prior Bonds Resolution in respect of the Prior Bonds shall be fully discharged.
BOND/2203182012/29193 8
f
Section 16. Notices. All notices or requests required or permitted to be given
hereunder shall, until further notice in writing, be given in writing at the following addresses:
To the City:
City of St. Louis Park, Minnesota
City Hall
5005 Minnetonka Boulevard
St. Louis Park, Minnesota 55426
Attention: City Manager
To the Authority:
St. Louis Park Economic Development Authority
City Hall
5005 Minnetonka Boulevard
St. Louis Park, Minnesota 55426
Attention: Executive Director
To the Prior Bonds Paying Agent:
First Trust National Association
180 East Fifth Street
Third Floor
Saint Paul, Minnesota 55101
Attention: Corporate Trust Department
To the Escrow Agent:
[to come]
Attention: Corporate Trust Department
Section 17. Miscellaneous. This Escrow Agreement is governed by the law of the
State of Minnesota and may not be modified except in a writing signed by the parties. In the
event any one or more of the provisions contained in this Escrow Agreement shall for any
mason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Escrow Agreement, but this
Escrow Agreement shall be construed as if such invalid or illegal or unenforceable provision
had never been contained herein.
Section 18. ,Arbitrage Rebate. The Authority covenants and agrees for the benefit of
the Holders of the Prior Bonds to comply with the arbitrage rebate requirements of the
Internal Revenue Code of 1986, as amended. The City agrees to retain an accountant or
-consultant to calculate the rebate amounts with respect to the Prior Bonds and to pay such
amounts directly to the United States of America when due, including without limitation with
respect to the final payment of the Prior Bonds on September 1, 2001.
BOND/2203182012(29/93 9
i
i
IN WITNESS WHEREOF, the parties have executed and delivered this Escrow
Agreement pursuant to due and proper authorization.
(Seal)
Attest
CITY OF ST. LOUIS PARK, MINNESOTA
By:
M or
(city a
B0ND/220318201289193
W
AAA A/ 0"—
City Manager
ST. LOUIS PARK ECONOMIC DEVELOPMENT
AUTHORITY
FIRST TRUST NATIONAL ASSOCIATION, as Prior
Bonds Paying Agent
By:
Title:
As Escrow Agent
By:
Title:
10
BOND220318201229193
EXHIBIT A
ESCROW SECURITIES
A-1
BOND/2203182012/29/93
EXHIBIT B
ESCROW SECURITIES CASH FLOWS
B-1
EXHIBIT C
ACCEPTANCE OF APPOINTMENT BY BOND
REGISTRAR AND PAYING AGENT
The undersigned officer hereby certifies and declares that said officer is duly elected,
qualified and authorized to certify and declare the following on behalf of First Trust National
Association (the "Registrar"):
1. The Registrar has been designated, by resolution of the City Council of the
City of St. Louis Park, Minnesota (the "Issuer"), adopted on January 3, 1994 (the
"Resolution"), a copy of which has been furnished to the Registrar, to act as paying agent,
registrar and transfer agent for $7,195,000 General Obligation Tax Increment Refunding
Bonds of 1994 (the "Bonds") and has been designated to execute the certificates of
authentication on the Bonds on behalf of the Issuer as an authenticating agent. The Registrar
hereby accepts such appointment and agrees to perform the duties of Registrar set forth in the
Resolution and such further duties as may be necessary, appropriate, and incidental to such
appointment. The Registrar agrees 'to perform such duties with the same degree of care that a
prudent person would exercise under the same circumstances in the conduct of his or her own
affairs.
2. The Registrar is duly organized and existing as a national banking association
pursuant to the laws of the United States and has full power and authority to act as registrar
and to execute certificates of authentication and thereby authenticate the Bonds as an
authenticating agent.
3. The Registrar has received from the Issuer fully registered Bonds executed by
the Issuer in the denominations of $5,000 or any integral multiple thereof and numbered R-1
through R-_, and having an assigned CUSIP number for the fmal maturity ( )
of . The Bonds mature on the dates, in the amounts and bear interest at the
rates set forth in the Resolution. Pursuant to authorization by, and direction of the Issuer,
certain authorized representatives of the Registrar (as listed in the Registrar's official list of
authorized signatures dated ) have manually executed the certificate of authentication
on each of the Bonds. Each of the Bonds so authenticated has been registered, on the face
thereof and also in the register maintained by the Registrar, in the name of the owner thereof,
as designated by the Purchaser, and each and all of said Bonds has been physically delivered
to the Purchaser.
4. The officers of the Registrar who have signed the Bonds have been duly
authorized to sign said Bonds on behalf of the Registrar acting as authenticating agent.
B0ND/22032046/03857-379
C-1
1/3/94
r
STATE OF MINNESOTA
CITY OF ST. LOUIS PARK
I, the undersigned, being the duly qualified and acting Clerk of the City of St. Louis
Park, Minnesota, DO HEREBY CERTIFY that I have compared the attached extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council of said City, duly called
and held on the date therein indicated, insofar as such minutes relate to considering bids for,
and awarding the competitive negotiated sale of, $ General Obligation
Tax Increment Refunding Bonds of 1994 of said City.
WITNESS my hand and the seal of said City this _ day of , 1994.
(SEAL)
B0ND/2203204003857-379
Clerk
1!3/94
5. The provisions of any registrar's agreement to be entered into between the
Issuer and the Registrar will not conflict with the provisions of the Resolution with respect to
the duties and responsibilities of the Registrar set forth herein.
Dated:
BOND/22032046103857-379
FIRST TRUST NATIONAL ASSOCIATION
By
Its
C-2
1/3194
EXHIBIT D
FORM OF "GLOBAL CERTIFICATE" BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF ST. LOUIS PARK
R- $
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BOND OF 1994
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
February 1, 1994
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of St. Louis Park,
Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
to pay to the registered owner specified above or on the certificate of registration below, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above,
on the maturity date specified above, unless called for earlier redemption, and to pay interest
thereon semiannually on March 1 and September 1 of each year (each, an "Interest Payment
Date"), commencing March 1, 1994, at the rate per annum specified above (calculated on the
basis of a160 -day year of twelve 30 -day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue
set forth above. The principal of and premium, if any, on this Bond are payable by check or
draft in next day funds or its equivalent upon presentation and surrender hereof at the
principal office of First Trust National Association (the "Bond Registrar"), acting as paying
agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will
be paid on each Interest Payment Date by check or draft in next day funds or its equivalent
mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder")
on the registration books of the Issuer maintained by the Bond Registrar and at the address
appearing thereon at the close of business on the fifteenth calendar day preceding such
Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall
cease to be payable to the person who is the Holder hereof as of the Regular Record Date,
BOND/22032046/03857-379
D-1
1/3/94
and shall be payable on a day selected by the Bond Registrar (a "Special Interest Payment
Date") to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment
of the defaulted interest. Notice of the Special Interest Payment Date and the Special Record
Date shall be given to Bondholders not less than ten days prior to the Special Record Date.
The Special Interest Payment Date shall be not more than fifteen (15) days after the Special
Record Date. The principal of and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
Date of Payment Not Business Day. If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day
on which banking institutions in the City of New York, New York, or the city where the
principal office of the Bond Registrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such date shall have the same force and effect as if made on the
nominal date of payment.
Redemption. The Bonds are subject to redemption and prior payment in whole or in
part in such amounts ad the City may designate at the option of the City on September 1,
2001, and any date thereafter for which proper notice can be given at a redemption price
equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the
redemption date, without any premium.
Not more than forty nor less than thirty days prior to any redemption date, notice of
any redemption shall be given by mail by the Bond Registrar to the registered owners and
published notice, if required by law, shall be given in accordance with Chapter 475,
Minnesota Statutes. In the event of redemption of less than all of the Bonds, the Bond
Registrar shall assign to each Bond of such maturity then outstanding a distinctive number for
each $5,000 maturity amount of such Bonds and shall select by lot in the manner it
determines the order of numbers, at $5,000 for each number, for all outstanding Bonds. The
order of selection of Bonds to be redeemed shall be the Bonds to which were assigned
numbers so selected, but only so much of the maturity amount of each bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it as so selected.
Issuance: Purpose: General Obligation. This Bond is one of an issue in the total
principal amount of $7,195,000, all of like dated date and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota
and pursuant to a resolution adopted by the City Council of the Issuer on January 3, 1994 (the
"Resolution"), for the purpose of providing money to refund in advance of maturity the
outstanding Tax Increment Revenue Refunding Bonds, Series 1990, of the St. Louis Park
Economic Development Authority (the "EDA") (the "Prior Bonds"). This Bond is payable
BOND/22032046/03857-379
D-2
1/3/94
out of the Issuer's General Obligation Refunding Bonds of 1994 Fund of the Issuer
established pursuant to the Resolution. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if
any, and interest when the same become due, the full faith and credit and taxing powers of
the Issuer have been and are hereby irrevocably pledged.
Denominations: Exchange: Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing
_ on a single date, or, if a portion of said principal amount is prepaid, said principal amount
less the prepayment. Global Certificates are not exchangeable for fully registered bonds of
smaller denominations except to evidence a partial prepayment or in exchange for
Replacement Bonds if then available. Replacement Bonds, if made available as provided
below, are issuable solely as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds
of other authorized denominations in equal aggregate principal amounts at the principal office
of the Bond Registrar, but only in the manner and subject to the limitations provided in the
Resolution. Reference is hereby made to the Resolution for a description of the rights and
duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of
the Bond Registrar.
that:
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a substitute depository within two (2) months
following the resignation or determination of noneligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book -entry system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of
the Bonds that they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of the
Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the
certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery
with an assignment duly executed by the Holder or his, her or its legal representatives, and
the Issuer and Bond Registrar may treat the -Holder as the person exclusively entitled to
exercise all the rights and powers of an owner until this Bond is presented with such
assignment for registration of transfer, accompanied by assurance of the nature provided by
law that the assignment is genuine and effective, and until such transfer is registered on said
books and noted hereon by the Bond Registrar, all subject to the terms and conditions
BOND/72032046i03857-379
D-3
1/3/94
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction
and expense of the Issuer, be subject to certain other restrictions if required to qualify this
Bond as being "in registered form" within the meaning of Section 149(a) of the federal
Internal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the
transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost
Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person
in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with respect to the Record Date)
and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer
nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or
be entitled to any security unless the Certificate of Authentication hereon shall have been
executed by the Bond Registrar.
IT IS HEREBY CER 1'iriBD AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Home Rule Charter
of the City to be done, to happen and to be performed, precedent to and in the issuance of
this Bond, have been done, have happened and have been performed, in regular and due form,
time and manner as required by law; and that the Issuer will levy a direct, annual, irrepealable
ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or
amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds
of this issue as they respectively become due; and this Bond, together with all other debts of
the Issuer outstanding on the date of original issue hereof and on the date of its issuance and
delivery to the original purchaser, does not exceed any constitutional or statutory limitation of
indebtedness.
BOND22032046/03857-379
D-4
1/3/94
IN WITNESS WHEREOF, the City of St. Louis Park, by its City Council has caused
this Bond to be sealed with its official seal and to be executed on its behalf by the manual or
photocopied facsimile signature of its Mayor and City Manager and attested by the manual or
photocopied facsimile signature of its Clerk.
(SEAL)
CITY OF ST. LOUIS PARK, MINNESOTA
By
By��l
City Manage
Attest
BY oat. s r
Clerk
BOND/22032046/03857-379
D-5
1/3/94
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
FIRST TRUST NATIONAL ASSOCIATION
Bond Registrar and Paying Agent
By
Authorized Signature
General Obligation Tax Increment Refunding Bond of 1994
B0ND/22032046/03857-379
D-6
1/3/94
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by
the registered owner or his, her or its legal representative last noted below.
DATE SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
B0ND/22032046/03857-379
D-7
1/3194
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
80ND/22032046/03857-379
Additional abbreviations may also be used
though not in the above list
D-8
1/3/94
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
BOND/22032046/03857-379
(Include information for all joint owners if the Bond is held by joint
account.)
D-9
113/94
EXHIBIT E
FORM OF REPLACEMENT BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF ST. LOUIS PARK
R- $
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BOND OF 1994
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
February 1, 1994
REGISTERED OWNER:
CUSIP
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of St. Louis Park,
Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises
to pay to the registered owner specified above, or registered assigns, in the manner hereinafter
set forth, the principal amount specified above, on the maturity date specified above, unless
called for earlier redemption, and to pay interest thereon semiannually on March 1 and
September 1 of each year (each, an "Interest Payment Date"), commencing March 1, 1994, at
the rate per annum specified above (calculated on the basis of a 360 -day year of twelve
30 -day months) until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue set forth above. The principal of and
premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of First Trust National Association (the "Bond Registrar"), acting as paying
agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will
be paid on each Interest Payment Date by check or draft mailed to the person in whose name
this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer
maintained by the Bond Registrar and at the address appearing thereon at the close of
business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular
Record Date"). Any interest not so timely paid -shall cease to be payable to the person who is
the Holder hereof as of the Regular Record Date, and shall be payable on a day selected by
the Bond Registrar (a "Special Interest Payment Date") to the person who is the Holder
hereof at the close of business on a date (the "Special Record Date") fixed by the Bond
BOND/22032046/03857-379
E-1
1/3/94
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Interest Payment Date and the Special Record Date shall be given to Bondholders
not less than ten days prior to the Special Record Date. The Special Interest Payment Date
shall be not more than fifteen (15) days after the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States
of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CER T1k tt:D AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Home Rule Charter
to be done, to happen and to be performed, precedent to and in the issuance of this Bond,
have been done, have happened and have been performed, in regular and due form, time and
manner as required by law; and that the Issuer will levy a direct, annual, irrepealable ad
valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or
amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds
of this issue as they respectively become due; and this Bond, together with all other debts of
the Issuer outstanding on the date of original issue hereof and on the date of its issuance and
delivery to the original purchaser, does not exceed any constitutional or statutory limitation of
indebtedness.
IN WITNESS WHEREOF, the City of St. Louis Park, Minnesota by its City Council
has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the manual or facsimile signature of its Mayor and City Manager
and attested by the manual or facsimile signature of its Clerk.
(SEAL)
B0ND/22032046/03857-379
' Atte
By
Clerk
CITY OF ST. LOUIS PARK, MINNESOTA
By
By
E-2
6), lota4a.
City Manager
1/3/94
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Resolution mentioned within.
B0ND/22032046/03857-379
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
By
Authorized Signature
E-3
1/3/94
ON REVERSE OF BOND
Date of Payment Not Business Day. If the date for payment of the principal of;
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day
on which banking institutions in the city of New York, New York, or the city where the
principal office of the Bond Registrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such date shall have the same force and effect as if made on the
nominal date of payment.
Redemption. The Bonds are subject to redemption and prior payment in whole or in
part in such amounts ad the City may designate at the option of the City on September 1,
2001, and any date thereafter for which proper notice can be given at a redemption price
equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the
redemption date, without any premium.
Not more than forty nor less than thirty days prior to any redemption date, notice of
any redemption shall be given by mail by the Bond Registrar to the registered owners and
published notice, if required by law, shall be given in accordance with Chapter 475,
Minnesota Statutes. In the event of redemption of less than all of the Bonds, the Bond
Registrar shall assign to each Bond of such maturity then outstanding a distinctive number for
each $5,000 maturity amount of such Bonds and shall select by lot in the manner it
determines the order of numbers, at $5,000 for each number, for all outstanding Bonds. The
order of selection of Bonds to be redeemed shall be the Bonds to which were assigned
numbers so selected, but only so much of the maturity amount of each bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it as so selected.
Issuance: Purpose: General Obligation. This Bond is one of an issue in the total
principal amount of $7,195,000, all of like dated date and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota
and pursuant to a resolution adopted by the City Council of the Issuer on January 3, 1994 (the
"Resolution"), for the purpose of providing money to refund in advance of maturity the
outstanding Tax Increment Revenue Refunding Bonds, Series 1990, of the St. Louis Park
Economic Development Authority (the "EDA") (the "Prior Bonds"). This Bond is payable
out of the Issuer's General Obligation Tax Increment Refunding Bonds of 1994 Fund of the
Issuer established under the Resolution. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if
any, and interest when the same become due, the full faith and credit and taxing powers of
the Issuer have been and are hereby irrevocably pledged.
BOND/22032046/03857-379
E-4
1/3/94
Denominations: Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in
the manner and subject to the limitations provided in the Resolution. Reference is hereby
made to the Resolution for a description of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and
conditions provided in the Resolution and to reasonable regulations of the Issuer contained in
any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and
the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new
fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer"
or similar designation)1 of an authorized denomination or denominations, in aggregate
principal amount equal to the principal amount of this Bond, of the same maturity and
bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the
transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost
Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person
in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the reverse side hereof with
respect to the Record Date) and for all other purposes, whether or not this Bond shall be
overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the
contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or
be entitled to any security unless the Certificate of Authentication hereon shall have been
executed by the Bond Registrar.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
BOND/22032046/03857-379
E-5
1/3/94
UTMA - as custodian for
(Cust) (Minor)
- under the Uniform Transfers to Minors Act (State)
BOND/22032046A)3857-379
Additional abbreviations may also be used
though not in the above list
E-6
113/94
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
BOND/22032046/03857-379
(Include information for all joint owners if the Bond .is held by joint
account.)
E-7
1/3/94
80ND/22032046d03857-379
EXHIBIT F
LETTER OF REPRESENTATIONS TO DTC
F- 1
1/3/94
r
r
BOOK -ENTRY -ONLY MIUIICIPAL BONDS
Letter of Representations
(To be Comdeteo Cv Issuer and Agent)
(Name of Issuer]
]Name of Agent]
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
(Date)
Re:
(Issue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above -referenced issue (the 'Bonds"). Agent will act as trustee, paying agent, fiscal agent, or other
agent of Issuer with respect to the Bonds. The Bonds will be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
, 199_ (the "Document").
rUndermfteel
is distributing the Bonds through The Depository Trust Company ("DTC").
I,._.•
To induce DTC to accept the Bonds as eligible for deposit at DTC:and to act in accordance
with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following
representations to DTC:
r
1. Pnor to closing on the Bonds on , 199—,.there shall be deposited with
DTC one Band certificate registered in the name of DTC's nominee, Cede & Co.„ for each stated
maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Bonds. If, however, the aggregate principal
amount of any maturity exceeds $150 million, one certificate will be issued with respect to each
$150 million of principal amount and an additional certificate will be issued with respect to any
remaining -principal amount. Each $150 million Bond certificate shall bear the following legend
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or
Agent shall establish a record date for such purposes (with no provision for revocation of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.
3. In the event of a full or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published (the 'Publication Date").
Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the dose of business on the business day before the Publication Date.
Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP submitted in that transmission. (The party sending such notice shall
have a method to verify subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date
or, in the case of an advance refunding, the date that the proceeds are deposited in escrow
4. In the event of an invitation to tender. the Bonds, notice by Issuer or Agent to Bondholders
specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Paragraph
5. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
6. Notices to DTC pursuant to Paragraph 2 by teleoopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices shall be
confirmed by telephoning (212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by
any other means shall be sent to:
• Supervisor, Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
-2-
t
7. Notices to DTC pursuant to Paragraph 3 by telecopy shall be sent to DTC's Call Notification
Department at (516) 227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such party shall -telephone
(516) 2274070. Notices to DTC pursuant to Paragraph 3 by mail or by any other means shall be
sent to:
Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
8. Notices to DTC pursuant to Paragraph 4 and notices of other actions (including mandatory
tenders, exchanges, and capital changes) by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-1093 or (212) 709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by any other means
shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company -
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
9. Transactions in the Bonds shall be eligible for next -day funds settlement in DTC's Next -Day
Funds Settlement ("NDFS") system.
A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next -day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede & Co. Absent any other existing arrangements such
payments shall be addressed as follows:
Manager, Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square; 24th Floor
New York, NY 10004-2695
B. Principal payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next -day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:
NDFS Redemption Department
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099
10. DTC may direct Issuer or Agent to use any other telephone number or address as the
number or address to which notices or payments of interest or principal may be sent
1L In the event of a redemption, acceleration, or any other similar transaction (e.g., tender made
and accepted in response to Issuers or Agent's invitation) necessitating a reduction in the aggregate
Ica:wprincipal amount of Bonds outstanding or an advance refunding of part of -the Bonds outstanding,
e,
C, in its discretion: (a) may request Issuer or Agent to issue gild authenticate a new Bond
or (b) may make an appropriate notation on the Bond certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent.prior to payment if required. •
f
12. In the event that Issuer determines that beneficial owners of Bonds shall be able to obtain
certificated Bonds, Issuer or Agent shall notify DTC of the availability of Bond certificates. In such
event, Issuer or Agent shall issue; transfer, and exchange Bond certificates in appropriate amounts,
as required by DTC and dtheis. •
13. DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to Issuer or Agent (at which time DTC will confirm
with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates evidencing Bonds to any
DTC Participant having Bonds credited to its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Lssuer.
Notes: Very truly yours,
A. If there is an Agent (as defined in this Letter of
Representations), Agent as well as Issuer must sign this
Lettez If there is no n•this Letter Lauer
itself undertakes to ..cmi all of obligati ms set forth
herein.
B Under Rules of the Mumapal Seauities Rulemaking By:
Board relating to "good delnery , a muniapal securities (Authorized Officer's Signature)
dealer must be able to determine the date that a notice of a
partal call or of an advance of a part clan issue is
pubkshed (the 'publication date1.11w establishment of (Agent)
suc
a publiattion date is addressed in Paragraph 3 of the
�
(Laver)
C. Schedule B contains statements that DTC believes By
(Authorized Officer's Signature)
accurateiy desaibe DTC. the method of efrectffig_boolc-
emy rsectnities elated mattes.
� and
o
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
BY
(Authorized Officer)
oC Underwriter
Underwriter's Counsel
r
SCHEDULE A
(Descnbe Issue)
CUSIP Pnnapal Amount Maturity Date Interest Rate
1
SCHEDULE B
SAMPLE OFFICIAL STATEMENT LANGUAGE
DESCRIBING BOOK -ENTRY -ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ('DTC'), New York. NY, will act as seanties depository for the securities (the
'Securities"). The Secunties will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fury -registered Security certificate will be issued for [each issue of] the Securities, [each] in
the aggregate pnncipal amount of such issue, and will be deposited with DTC. [if, however, the aggregate principal
amount of [any] issue exceeds $150 mdfion, one certificate will be issued with respect to each $150 million of principal
amount and an additional certificate will be issued with respect to any remaining pnnapal amount of such issue.]
2. DTC is a limited -purpose trust company"
organized under the New York Banking Law, a banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "cleanng corporation"
within the meaning of the New York Uniform Commercial Code, and a 'clearing agency' registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also fadfrtates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in
Participants' accounts, thereby eliminating the need for physical movement of secunties certificates. Direct
Participants include securities brokers and dealers, banks, trust companies, cleanng corporations. and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is
liavailable to others such as securities brokers and dealers, banks, and trust companies that dear through or
.t
'n a custodial relationship with a Direct Participant, either directly or indirectly rindirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Securities on OTCs records. The ownership interest of each actual purchaser of each Security
rBenefiOwner) is in tum to be reoorded on the Direct and Indirect Participants' records. Beneficial Owners will
not receive wntten confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests
in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in
the event that use of the book -entry system for the Securftes is cfisoontinued.
4. To faattate subsequent transfers, all Securities deposited by Participants with DTC are registered n the name of
DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC records reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, bnd by Direct Participants and Indirect Participants to Beneficial Owners MI be govemed by
arangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
brede. Redemption notices shall be sent to Cede & Co. If Tess than ad of the Seciiities within an issue are being
DT practice is to determine by lot the amount of the interest of each Direct Participant b such issue to
[6
emed.]
erried
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. Under its usual procedures, DTC
mads an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnbus Proxy assigns Cede &
Co.s consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the
record date (identified in a fisting attached to the Omnbus l xy).
8. Principal and interest payments on the Securities will be made to DTC. OTC's practice is to credit Direct
Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless
.DTC has reason to believe that -it will not receive payment on payable date. Payments by, Participants to Benefipal
Owners will be governed by standing instructions and customary practices, as is the case with secunties held for the
accounts of customers in bearer form or registered in 'street name,' and will be the responsibility of such Participant
and not of OTC. the Agent. or the Issuer, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of pnncipal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement of
such payments to Direct Participants shall be the responslbiTrty of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
19. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its
Participant. to the (fender/Remarketing] Agent. and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Partrapanttinterest in the Securities, on DTCs records, to the (fender/Remarketing] Agent.
The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory
purchase will be deemed satisfied when the ownership rights in . he Securities are transferred by Direct Participants on
DTCs records.]
10. DTC may discontinue providing Its services as securities depository with respect to the Securities at any time
by giving reasonable notzce to the Issuer or the Agent. Under such circumstances, in the event that a successor
securities depository is not obtained, Security certificates are required to be printed and delivered.
11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor 1
securities depository). In that event, Security certificates will be pnnted and delivered. 1
12. The information in this section concerning DTC and DTCs book -entry system has been obtained from sources
that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof.
—ii—
EXHIBIT G
TAX INCREMENT PLEDGE AGREEMENT
THIS AGREEMENT, made and entered into this day of January, 1994, by and
between the City of St. Louis Park, Minnesota (the "City"), a Municipal Corporation
organized and existing under and by virtue of the Laws of the State of Minnesota, and the St.
Louis Park Economic Development Agency (the "Authority"), a political subdivision formed
and existing under the Laws of the United States of America and the State of Minnesota.
WITNESSETH:
WHEREAS, the City proposes to issue its $ General Obligation Tax
Increment Refunding Bonds of 1994 (the "Bonds") in order to advance refund the Authority's
Tax Increment Refunding Bonds, Series 1990 (the "Series 1990 Bonds"); and
WHEREAS, the City and the Authority desire to further secure the Bonds, and make
the Bonds payable from, available Tax Increment as defined in the Resolution of the City
authorizing the issuance of the Bonds adopted January 3, 1994 (the "Bond Resolution"); and
WHEREAS, the City and the Authority desire to enter into an Escrow Agreement (the
"Escrow Agreement") providing for the defeasance and redemption of the Series 1990 Bonds;
and
WHEREAS, the Authority desires to call all Series 1990 Bonds maturing on or after
September 1, 2002 for redemption on September 1, 2001; and
WHEREAS, the City and the Housing and Redevelopment Authority of St. Louis Park
(the "HRA") entered into a Tax Increment Agreement dated January 26, 1976 (the "Original
Oak Park Tax Increment Agreement"), pursuant to which the City agreed to issue certain
bonds to fmance public redevelopment costs of the Oak Park Village Project (the "Project"), a
redevelopment project established in accordance with Minnesota Statutes, Sections 462.411 et
seg. and pursuant to which the HRA pledged to the payment of such bonds, tax increment
generated by the Project; and
WHEREAS, the Authority has succeeded to the rights of the HRA with respect to the
Project, and the City and the Authority have amended the Tax Increment agreement by an
amendment entered into March 29, 1990, and a second amendment entered into
September 25, 1990 (the "Original Oak Park Tax Increment Agreement" as so amended
referred to herein as the "Oak Park Tax Increment Agreement"); and
WHEREAS, the Authority and the City desire to further amend the Pledge Agreement
as herein set forth in connection with issuance by the City of the Bonds; and
BOND/22032046/03857-379
G-1
1!3/94
WHEREAS, the City and the HRA entered into a Tax Increment Pledge Agreement
dated December 1, 1985 (the "Excelsior Tax Increment Agreement") pursuant to which the
City issued certain bonds to finance certain public redevelopment improvements made or to
be made with respect to the Authority's Excelsior Boulevard Redevelopment District; and
WHEREAS, the Authority has exceeded to the rights of the HRA with respect to such
improvements.
NOW, THEREFORE, the City and the Authority mutually covenant and agree as
follows:
1. The Authority hereby consents to and approves the issuance of the Bonds by
the City and the use of the proceeds thereof, together with other funds pledged to the payment
of the Series 1990 Bonds, to the defeasance and refunding of the Series 1990 Bonds pursuant
to the Escrow Agreement.
2. The Authority hereby give irrevocable notice of call of the Series 1990 Bonds
maturing on or after September 1, 2002 on September 1, 2001 and directs that notice of
redemption as required by the Resolution authorizing the Series 1990 Bonds be published as
required in such Resolution and pursuant to the terms of the Escrow Agreement.
3. The Authority hereby directs that all amounts on deposit in the Reserve
Account established in connection with the Series 1990 Bonds, upon defeasance of the Series
1990 Bonds, be paid to the Escrow Agent pursuant to the Escrow Agreement for deposit m
the Escrow Fund and application thereof as set forth in the Escrow Agreement.
4. The Authority hereby pledges and agrees to pay to the City "Available Tax
Increment" as defined in the Bond Resolution. This pledge and agreement to pay is made
expressly subject to the agreements of the parties hereto in the Oak Park Tax Increment
Agreement and the Excelsior Tax Increment Agreement, and further is made subject to the
right of the Authority to use Tax Increment derived from the Authority's Excelsior Boulevard
Redevelopment District in addition to the Tax Increment pledged pursuant to the Excelsior
Tax Increment Agreement to the payment of the City's $6,500,000 original principal amount
Variable Rate Demand General Obligation Tax Increment Bonds, Series 1985, to the extent
but only to the extent such Tax Increments are required to -pay such Bonds.
5. The Authority hereby acknowledges and represents that the Restated Contract
of Private Development by and between the Authority and Excelsior Partners 100 Limited
Partnership, et al dated December, 1985 has been terminated and that no Tax Increments are
required to be applied pursuant to the provisions of Section 6.5 of that agreement.
6. Paragraph (C) of the Oak Park Tax Increment Agreement is hereby amended as
follows:
BOND/22032046/03857-379
G-2
1/3/94
(6) Promptly upon receipt of an installment of tax increment from the
Director of Property Taxation, such tax increment shall be applied as follows: (i) with
respect to installments of tax increment received from each September 1 through the
next succeeding February 28 or 29, there shall be deposited to the Debt Service
Account for the City's General Obligation Redevelopment Bonds of 1976 (the "0.0.
Bonds") that portion of the tax increment received as shall, together with amounts then
on deposit in such Debt Service Account, equal at least the interest due on the next
March 1 and the principal amount of Bonds due on the next March 1 and thereafter to
the Debt Service Account, equal at least the interest due on the next March 1 and one-
half of the principal amount of Bonds due on the next September 1; and (ii) with
respect to installments of tax increment received from each March 1 to the next
succeeding August 31, there shall be deposited to the Debt Service Account for the
G.O. Bonds that portion of the tax increment received as shall, together with amounts
then on deposit in such Debt Service Account, equal at least the interest due on the
next September 1 and one-half the principal amount of Bonds payable on the next
March 1 and thereafter to the Debt Service Account for the Bonds, that portion of the
Tax Increment received as shall, together with amounts then on deposit in such Debt
Service Account, equal at least the interest due on the next September 1 and the
principal amount of Bonds payable on the next September 1. Any remaining tax
increment revenues shall be applied in accordance with this Agreement and applicable
law.
7. An executed copy of this Agreement shall be filed with the Director of
Property Taxation of Hennepin County, as required by Minnesota Statutes, Section 273.77(a).
8. This Agreement shall become effective upon the actual issuance and delivery
of the Bonds.
BONDR2032046/03857-379
G-3
1/394
f
f
lir
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed the day and year first above written.
CITY OF ST. LOUIS PARK
B0ND122032046,03857-379
ST. LOUIS PARK ECONOMIC
DEVELOPMENT AUTHORITY
By
d
6) A.„3i,„
G-4
Executive Director
i/3/94
f
i
STATE OF MINNESOTA
CITY OF ST. LOUIS PARK
I, the undersigned, being the duly qualified and acting Clerk of the City of St. Louis
Park, Minnesota, DO HEREBY CERTIFY that I have compared the attached extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council of said City, duly called
and held on the date therein indicated, insofar as such minutes relate to considering bids for,
and awarding the competitive negotiated sale of, $ General Obligation
Tax Increment Refunding Bonds of 1994 of said City.
WITNESS my hand and the seal of said City this _ day of , 1994.
(SEAL)
B0ND/22032046/03857-379
Clerk
1/3194