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HomeMy WebLinkAbout97-49 - ADMIN Resolution - City Council - 1997/04/07r 1 RESOLUTION NO. 97.49 - EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA HELD: APRIL 7, 1997 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 April 7, 1997 at 7:30 P.M. Central Standard Time, for the purpose, in part, of considering proposals for, and awarding the negotiated sale of, $7,000,000 General Obligation Tax Increment Bonds, Series 1997A of the City. The following members were present: and the following were absent: The Clerk presented the offers for the purchase of $7,000,000 General Obligation Tax Increment Bonds, Series 1997A 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 March 3, 1997. The proposals set forth in Exhibit A to the attached resolution were received, opened and recorded at 12:00 Noon, 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 introduced the following resolution and moved its adoption. The motion for the adoption of the following resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 782546.2 4/7/97 RESOLUTION ACCEPTING AN OFFER FOR THE SALE OF $7,000,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1997A, 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 7, 1977 ("Excelsior Boulevard"); (ii) Oak Park Village Redevelopment Project, approved November 6, 1972 ("Oak Park Village"); and Highway 7 Development Program approved April 15, 1985 ("Highway 7") (Excelsior Boulevard, Oak Park Village and Highway 7 are collectively referred to herein as the "Districts"). The control, authority and operation of the Districts were transferred to St. Louis Park Economic Development Authonty (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 the Districts 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") $9,570,000 General Obligation Tax Increment Bonds, Series 1996 (the "Series 1996 Bonds") Oak Park Village and Highway 7 None and the EDA has outstanding with respect to the Districts the following obligations: District Description of Bonds Excelsior Boulevard $7,195,000 Tax Increment Revenue Refunding Bonds of 1994 and Oak Park Village (the "Series 1994 Bonds") Highway 7 None 782546.2 2 4/7/97 f 1 1 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 from the Districts 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 and the Series 1996 in such year, and after payment or provision of payment, from the Districts, of the principal, interest and any redemption price due in such year on the Series 1994 Bonds and the Series 1996 Bonds shall be referred to in the aggregate as the "Available Tax Increment;" 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; WHEREAS, the Authority is located wholly within the City; WHEREAS, the City desires to finance street scape, road and bridge improvements, infrastructure redevelopment, site improvements and soil and site remediations in the Districts (the "Project"); WHEREAS, the expenditure of funds for the Project complies with the requirements of Minnesota Statutes Section 469.176, Subd. 4; 782546.2 3 4(7/97 WHEREAS, the City will use proceeds of the Bonds to be issued to this resolution (the "Bonds") to finance a project within the meaning of Minnesota Statutes and a public purpose not prohibited by law within the meaning of its Charter; 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 undertake and finance the Project 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 financial advisor pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph 9; WHEREAS, on March 3, 1997, the Council adopted a resolution which provided for the solicitation of competitive proposals for the negotiated sale of 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 12:00 Noon, Central Time, this same day; 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 entnes 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 782546.2 4 4/7/97 Bonds except as set forth below, pursuant to the Blanket Issuer Letter of Representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds previously approved and delivered by the City; WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, date (each a "Global Certificate"), which single certificate per matunty 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 the purchaser set forth in Exhibit B (the "Purchaser") to purchase $7,000,000 General Obligation Tax Increment Bonds, Series 1997A 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 purchase price set forth in Exhibit B (the "Purchase Price"), 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 authonzed 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 terns 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 Bonds, Series 1997A," shall be initially dated May 1, 1997, 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 amount maturing on a single date, or, if a portion of 782546.1 5 03/21/97 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 February 1 in the years and amounts as follows: Year Amount 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 $575,000 595,000 620,000 650,000 675,000 710,000 740,000 775,000 810,000 850,000 3. Purpose. The Bonds shall provide funds to pay the costs of the Project. The Bonds shall be payable and secured as set forth in this Resolution. 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1998, 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, all as set forth in Exhibit B. 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. 782546.1 6 0321/97 1 1 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: (i) Upon registration of transfer of ownership of a Global Certificate, as provided to 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 782546.2 7 4/7/97 (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. 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 matunng on and after Febniary 1, 1997 are subject to redemption and pnor payment in whole or in part in such amounts as the City may designate at the option of the City on February 1, 2006, 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. 782546.2 8 4/7/97 r 1 8. Bond Registrar and Paying Agent. The Finance Officer of the City (the "City Finance Officer") shall act as bond registrar, transfer agent and paying agent with respect to the Bonds (the "Bond Registrar"). The City may in the future appoint another party to act as bond registrar, transfer agent and paying agent with respect to the Bonds. The City Finance Officer, or any subsequently appointed Bond Registrar, shall act in such capacities unless and until a successor is duly appointed. An appointed 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 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 m 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. 782546 2 9 4`7/97 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 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 May 1, 1997 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 prescnbe, 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 782546.2 10 4//97 r 1 1 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 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 wntten 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. 782546 2 11 4/7/97 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 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 782546.2 12 4/7/97 of the City with regard to any action taken by it under such request pr 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. A. The proceeds of the Bonds are revocably appropriated for the purposes set forth herein for the construction of public improvements located within the Excelsior Boulevard District. The City Finance Officer is hereby authorized and directed, simultaneously with the delivery of the Bonds, to create a separate fund designated the "Construction Fund" and a separate fund designated "Capitalized Interest Fund" and to deposit the amount specified in Exhibit B hereto from the proceeds of the Bonds into the Construction Fund, the amount specified in Exhibit B hereto from the proceeds of the Bonds into the Capitalized Interest Fund and the amount specified in Exhibit B hereto from the proceeds of the Bonds to the Debt Service Fund created in paragraph B below, and shall invest the funds so deposited in securities authorized for such purpose by Minnesota Statutes, Section 475.66. The City Finance Officer is also hereby authorized and directed to pay directly, upon the issuance of the Bonds and invoice therefor, costs of issuance in the amount set forth in Exhibit B hereto. Amounts not so disbursed shall be deposited to the Construction Fund. On May 1, 2000, amounts remaining on deposit under the Construction Fund and the Capitalized Interest Fund, if any, shall be transferred to the Fund established pursuant to paragraph B below unless the City determines that there are unpaid costs of the Project and obtains an opinion of bond counsel that allowing such funds to remain on deposit in the Construction Fund beyond such date will not cause the interest on the Bonds to be included in gross income for federal income tax purposes and specifying any further terms and conditions for the retaining of funds in such accounts. 782546.2 13 4/7/97 B. There is hereby established a special fund to be designated the "General Obligation Tax Increment Bonds, Series 1997A Debt Service 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 from the Districts subject to the Parity Pledge (as defined below); (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 Construction Fund, the Capitalized Interest Fund and 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. The Capitalized Interest Fund shall be used solely to pay interest on the Bonds and the Construction Fund shall be used solely to pay the costs of the Project, including costs of issuing the Bonds, until amounts, if any, in such funds are transferred to the Fund as provided herein. Notwithstanding anything to the contrary set forth in this Resolution, the City Finance Officer may 9 direct all investment earnings on the Construction Fund and the Capitalized Interrest fund to be credited to the Construction Fund (so long as the balance of the Construction Fund has not been transferred to the Fund as set forth in A. above) and used to pay costs of the Project. D. 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 pnncipal 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 imposed by said arbitrage regulations on such investments after taking into 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"). 782546.2 14 4/7/97 E. 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. F. The City does hereby pledge Available Tax Increment from the Districts to the payment of principal of and interest on the Bonds subject to the Parity Pledge (as defined below). G. The City plans to issue approximately $13,000,000 aggregate principal amount of taxable general obligation bonds after the issuance of the Bonds and to pledge Available Tax Increment to the payment of such bonds on a parity basis with the pledge of Available Tax Increment herein to the Bonds, which pledge to the Bonds is hereby expressly made subject to such additional pledge on a parity basis if and when such additional taxable bonds are issued (hereinafter defined as the "Parity Pledge"). 18. Securities. Securities purchased from moneys in the Fund, the Construction Fund and the Capitalized Interest Fund shall be limited to secunties set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. 19. 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 Fund 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 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. 20. Available Tax Increment Pledge. The City hereby pledges Available Tax Increment from the Districts, subject to the Parity Pledge, 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 August 1 through the next succeeding January 31, as the case may be, there shall be deposited to the Fund that portion of Available Tax Increment received, subject to the Parity Pledge, as shall, together with amounts then on 782546.2 15 4/7/97 deposit in the fund, equal at least the interest due on the next February 1 and one-half of the principal amount of the Bonds due on the next February 1; and (ii) with respect to installments of Available Tax Increment received from each February 1 to the next succeeding July 30, there shall be deposited to the Fund that portion of the Available Tax Increment received, subject to the Parity Pledge, as shall, together with amounts then on deposit in the Fund, equal at least the interest due on the next February 1 and the principal amount of the Bonds payable on the next February 1. 21. 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. 22. 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. 23. 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 financial 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. 24. 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 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, beanng interest payable at such times and at such rates and matunng 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. 782546 2 16 4/7/97 25. Negative Covenants as to Use of Proceeds and Project. The City 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 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"). 26. 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 Bonds and on invested amounts in the Fund, the Construction Fund and the Capitalized Interest Fund and will rebate to the United States of America any amounts with respect to the Bonds necessary to be rebated under Section 148 of the Code. To the extent required by law, there shall be established a separate and segregated account known as the "Series 1997 Rebate Account" for deposit of amounts required to be rebated to the United States of America. Funds in the Rebate Account shall not be deemed pledged to 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 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 pnvate 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. 782546.2 17 4/7/97 27. Designation of Qualified 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 1997 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during this calendar year 1996 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. 28. Letter of Representations. The approval and execution of the Letter of Representations is hereby ratified and confirmed by the Mayor, the City Manager or any member of the City Council are hereby authorized to execute any further assurance in connection therewith requested by the Depository Trust Company with such provisions, changes, modifications, additions and deletions as shall be necessary and appropriate and approved by Bond Counsel. Execution by such officers of.such further assurance 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. 29. Official Statement. The Mayor, City Manager and City Clerk are hereby authonzed 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 782546.2 18 4/7/97 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. 30. Continuing Disclosure. In order to comply with the provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Secunties Exchange Act of 1934 (the "Rule"), the Mayor, City Manager and City Clerk, or in their absence any member of the City Council, are hereby authorized and directed to execute and deliver a Continuing Disclosure Certificate, undertaking or agreement for the benefit of the beneficial holders of the Bonds and the participating underwriters wherein the City covenants and agrees to provide the annual information and the event notices required by the Rule. The undertaking will be executed and delivered by the City at the time the Bonds are delivered and may be executed and shall be valid and binding upon the execution by one of the above- mentioned officers of the City. 31. Project Costs. The City has previously adopted and subsequently modified a development program for the Highway 7 District and redevelopment plans for the Oak Park Village and Excelsior Boulevard Districts which previously identified the expenditures constituting the Project as a part of such program and plans. The City hereby represents that set forth in Exhibit F hereto is a more detailed statement of such proposed expenditures as they are currently known, which proposed expenditures were previously identified by the program or plans for the Districts and constitute permissible expenditures for tax increment and the proceeds of the Bonds pursuant to law and the program and plans. Exhibit F is being provided as a more particular statement of costs previously identified, which costs are subject to change or replacement and the inclusion of Exhibit F shall not limit the use of the proceeds of the Bonds or constitute a modification to any plan or program. 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. 34. Effective Date. This resolution shall become effective immediately upon adoption. 782546.2 19 417/97 Adopted by the City Council April 7, 1997 Mayor Attest: Reviewed for Administration: ,J A 0,/u-tA, 782546.2 20 417/97 1 1 EXHIBIT A PROPOSALS OF PROSPECTIVE PURCHASERS AND BID TABULATION 4` 782546.2 A-1 4/7/97 BID TABULATION $7,000,000 General Obligation Tax Increment Bonds, Series 1997A City of St. Louis Park, Minnesota SALE: Apnl 7, 1997 AWARD: PIPER JAFFRAY INC. RATING Moody's Investors Service, Inc. "Aa1" BBI: 5.88% 1 NAME OF BIDDER RATE YEAR PRICE NET INTEREST COST TRUE INTEREST RATE PIPER JAFFRAY INC Minneapolis, Minnesota FBS INVESTMENT SERVICES, INC. Minneapolis, Minnesota NORWEST INVESTMENT SERVICES, INC. Minneapolis, Minnesota John G. Kinnard & Company 4.625% 2000 4.75% 2001 4 80% 2002 4.875% 2003 4.95% 2004 5.05% 2005 510% 2006 5.15% 2007 5.20% 2008 5.30% 2009 $6,992,125.00 $2,715,465.33 5.0856% CRONIN & COMPANY, INC. 4.50% 2000 $6,948,371.50 $2,736,102.25 5 1424% Minneapolis, Minnesota 4.60% 2001 SMITH BARNEY, INC. 4.70% 2002 Chicago, Illinois 4.80% 20034 4 90% 2004 5.00% 2005 5 05% 2006 5.10% 2007 5.20% 2008 5 30% 2009 SEATTLE -NORTHWEST SECURITIES CORP. 4.50% 2000 $8,936,601.70 $2,735,287.05 5.1475% Seattle, Washington 4.60% 2001 4 70% 2002 4.80% 2003 4 90% 2004 5.00% 2005-2006 510% 2007 515% 2008 5.25% 2009 DEAN WITTER REYNOLDS, INC. Chicago, Illinois OPPENHEIMER & COMPANY, INC. New York, New York PAINEWEBBER, INC Chicago, Illinois 111111111.fADEils IN PUSL1C FINANCE Fliers and Assodetes.Ylc. 4 55% 2000 $6,930,000.00 $2,757,489.69 5 1905% 4.65% 2001-2002 4 75% 2003 4.85% 2004 4 95% 2005 5 10% 2006 5.125% 2007 5 25% 2008 5 30% 2009 2950 Nom" 90 south sem. MuweapoiLs. MN (612) 3338291 FAX (612) 339-0854 r IL ' S7,000,000 General Obligation Tax Increment Bonds, Series 1997A City of St. Louis Park, Minnesota Page 2 NAME OF BIDDER RATE YEAR NET TRUE PRICE INTEREST INTEREST COST RATE DAIN BOSWORTH, INC Minneapolis, Minnesota GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC Chicago, Illinois NIKE SECURITIES L P. Lisle, Illinois WILLIAM R HOUGH & CO. St Petersburg, Florida J.0 BRADFORD & CO Nashville, Tennessee 4.60% 2000 4.70% 2001 4 80% 2002 4.90% 2003 5 00% 2004 5 10% 2005-2007 5.20% 2008 5 30% 2009 $6,946,218.10 $2,762,046 90 5.1947% 4.60% 2000 $6,931,400.00 $2,776,865 00 5 2297% 4.70% 2001 4.80% 2002 4.90% 2003 5 00% 2004 5.10% 2005-2007 5 20% 2008 5 30% 2009 4 875% 2000-2001 $6,930,313 05 $2,810,961.95 5 2947% 4 95% 2002-2004 5 00% 2005 5 10% 2006 5.20% 2007 5 30% 2008 5.40% 2009 EXHIBIT B Purchasers: Piper Jaffray Inc.; FBS Investment Services, Inc.; Norwest Investment Services, Inc.; and John G. Kinnard & Company Purchase Price: $6,992,125.00 (plus accrued interest, if any, from May 1, 1997 to the date of issuance and delivery of the Bonds) Interest Rates: Maturity Year Interest Rate 2000 4.625% 2001 4.75% 2002 4.80% 2003 4.875% 2004 4.95% 2005 5.05% 2006 5.10% 2007 5.15% 2008 5.20% 2009 5.30% Deposits of Bond Proceeds: To the Construction Fund: To the Capitalized Interest Fund: To the Fund: Payment of Costs of Issuance $6,699,900.84 $256,955.41 $5,834.40 $35,268.75 782546.2 B-1 4/7/97 r f 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 (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 April 7, 1997 (the "Resolution"), a copy of which has been furnished to the Registrar, to act as paying agent, registrar and transfer agent for $7,000,000 General Obligation Tax Increment Bonds, Series 1997A (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 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: By Its 782546.2 C-1 4(1/97 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 BONDS, SERIES 1997A INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP REGISTERED OWNER: May 1, 1997 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 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 February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1998, 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 by check or draft in next day funds or its equivalent upon presentation and surrender hereof at the principal office of City Finance Officer (the "Bond Registrar"), acting as registrar, transfer agent and paying agent, or any successor 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, 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 782546.2 D-1 4/7/97 r r 1 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 maturing on or after February 1, 2007 are subject to redemption and prior payment in whole or in part in such amounts as the City may designate at the option of the City on February 1, 2006, 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 pnor 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 $7,000,000, all of like dated date and tenor, except as to number, maturity, interest rate, denomination and redemption pnvilege, 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 April 7, 1997 (the "Resolution"), for the purpose of providing money to finance an expansion to the City's recreation center. This Bond is payable out of the Issuer's General Obligation Tax Increment Bonds, Series 1997A Debt Service Fund 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, premum, if any, and interest when the same 782546.2 D-2 4(7/97 become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. The Bonds are also secured by a pledge of Available Tax Increment (as defined in the Resolution), subject to the Parity Pledge (as defined in the Resolution) and to the other terms and conditions of the Resolution. 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 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 782546.2 D-3 4/7197 r 1 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 CERTIFIED 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. 782546.2 D-4 4/7/97 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) Attest: CITY OF ST. LOUIS PARK, MINNESOTA By_obt:( A ---Do-ya,,,,_ Mayor By 6 /a..._.4-1-0-_______ lerk 782546.2 D-5 4,7/97 r 110 1 BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Finance Officer of the City of St. Louis Park, Minnesota By as Bond Registrar General Obligation Tax Increment Bonds, Series 1997A 782546.2 D-6 4/7/97 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 782546.2 D-7 4/7/97 r IP 1 P 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 Additional abbreviations may also be used though not in the above list 782546.2 D-8 4/7/97 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: (Include information for all joint owners if the Bond is held by joint account.) 782546.2 D-9 4!7/97 1 1 R - EXHIBIT E FORM OF REPLACEMENT BOND UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF ST. LOUIS PARK $ GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1996A INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP May 1, 1997 REGISTERED OWNER: 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 February 1 and. August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1998, 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 City Finance Officer (the "Bond Registrar"), acting as registrar, transfer agent and paying agent, or any successor 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 Registrar whenever 782546 2 E-1 4/7/97 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 CERTIFIED 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) CITY OF ST. LOUIS PARK, MINNESOTA By Mayor Attest: By Clerk 782546.2 E-2 4/7/97 BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Finance Officer of the City of St. Louis Park, Minnesota By as Bond Registrar 782546.2 E-3 4(7/97 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 maturing on or after February 1, 2007 are subject to redemption and prior payment in whole or in part in such amounts as the City may designate at the option of the City on February 1, 2006, 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 matunty 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 $7,000,000, all of like dated date and tenor, except as to number, maturity, interest rate, denomination and redemption pnvilege, 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 April 7, 1997 (the "Resolution"), for the purpose of providing money to finance an expansion of the City's recreation center. This Bond is payable out of the Issuer's General Obligation Tax Increment Bonds, Senes 1997A Debt Service 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. 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 782546.2 E_4 4/7/97 r 1 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) 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. 782546.2 E-5 4/7/97 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 (State) Additional abbreviations may also be used though not in the above list 782546.2 E-6 4/7197 r lb 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: (Include information for all joint owners if the Bond is held by joint account.) 782546 2 E-7 4!7/97 EXHIBIT F PROJECT COSTS 782546.2 F-1 4/7197 Project Detail $7,000,000 G.O. Tax Increment Bonds, Series 1997A 5yp'irtary the toformatton provided below attempts to specify projects, provide a description of project related activities and associated costs that arc anticipated to commence in St bus Park to the next 1-3 years. Of the 525,000.000 estunated total costs of the projects, at least 57,000,000 is resonably expected to be expended in the 1-3 years (which soma projects may be conducted in phases) The tax-exempt bond proceeds are intended to pay a portion of the project con's which qualify for use of such proceeds To the citent that additional funding exceeding the 57,000,000 bond issue is needed, the City of St Louis Park will utilize other available financing sources_ &Mect Name Excelsior Boulevard streetscape improvements Excelsior/HWY. 103 Bridge Infrastructure Redevelopment Soil and Site Remecrattcn. ESTIMATED TOTAL, COST c /cdotlioe/pmjbond doc nercriptiorn Phase l (1997), Phase 4 (2000) Includes sidewalks, landscaping, lighting, boulevard and median (re)conatructton, and utility (re)construction Dtpansion and improvement of Bodge to facilitate continued traffic growth and commercial redevelopment activities (200]-2001; Street and utility improvements; relocation or replacement and upgrading of infrastnicture, and Improvements to Wolfe Park Sod replacements and clean -cep of contaminated or hazardous sites le mitigate blighting or unsafe environmental conditions Location Eat. Cost Ph trlcKO/Praia Us) Excelsior Boulevard 56,000,000 Excelsior Boulevard from France Avenue to Quentin Avenue latersection of 53,000,000 Excelsior Boulevard Exoelsior Bot:levard and Highway 100 NE quadrant of FIwy.100 53,000,000 Excelsior Boulevard and Excelsior Boulevard Oak Park Village and Monterey Drive and T.H 7 Hwy 7/Louis ana atea Highway 7/Lctustana 513,000.000 Hwy. 7 Redevelopment Wolfe Park Excelsior Boulevard 325,000,000