HomeMy WebLinkAbout05-064 - ADMIN Resolution - City Council - 2005/05/020
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RESOLUTION NO. 05-064
A RESOLUTION AWARDING THE SALE OF $3,705,000
GENERAL OBLIGATION BONDS, SERIES 2005A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of St. Louis Park, Hennepin County,
Minnesota (the "City") as follows.
Section 1.
Sale of Bonds.
1.01. It is hereby determined that:
(a) the City has determined a need to finance the following improvements in
the City (the "Project");
Project Descnption
Crossing Improvement Projects
Lamplighter Pond — Dredging & Modifications
Bikeways Improvement Project
Alley Paving Project — Edgebrook Dnve
Sidewalk Improvement Project — Pedestnan Curb
Sidewalk Improvement Project — Other Segments
Trail Improvement Project — Other Segments
Street Project — Closures at RR Crossings
Street Project — TH 100 Noise Wall (West)
Street Improvement Project — W 44`" Street
Bikeways Improvement Project
Crossing Improvement Projects
Street Project — TH 100 Noise Wall (West)
Aquatic Park Expansion
Trail Project — Trail Connections
Trail Project — Mtka Blvd (hwy 169/Hutch Spur)
Trail Project — Connection at Cedar Lake Road
Street Project
Street Project — Mtka Blvd. BR Repl @ Hutch Spur
Street Project — Hwy 7 Merge Lane Mod @ Blake
Building Project — Police Department (roof replacement)
City wide Telephone System
Project #
19990900
20001800
20011000
20031500
20040100
20040200
20040300
20041200
20050100
20050500
20011000
19990900
20050100
20063010
20040301
20040302
20040303
20051300
20061200
20081200
MBF — 009
TFR-211
(b) the City is authonzed by Minnesota Statutes, Chapter 475 (the "Act") and
its home rule charter to finance all or a portion of the cost of the Project (the "Project
Costs") by the issuance of general obligation bonds of the City. The Project Costs are
presently estimated by the engineer to be as follows:
Resolution No. 05-064 -2-
Project Fund
Underwnter's Discount
Reoffering Premium
Costs of Issuance
Capitalized Interest
Rounding Amount
$3,600,000.00
20,614.09
(42,556.55)
35,409.00
90,140.21
1,393 25
Total $3,705,000.00
(c) it is necessary and expedient to the sound financial management of the
affairs of the City to issue $3,705,000 General Obligation Bonds, Senes 2005A
(the "Bonds") to provide financing for the Project.
1.02. The proposal of Legg Mason Wood Walker, Inc. (the "Purchaser") to purchase
$3,705,000 General Obligation Bonds, Senes 2005A (the "Bonds") of the City described in the
Official Terms of Proposal thereof is hereby found and determined to be a reasonable offer and is
hereby accepted, the proposal being to purchase the Bonds at a price of $3,726,942 46 plus accrued
interest to date of delivery, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2006 3.50% 2011 3 50%
2007 3.50% 2012 3.50%
2008 3.50% 2013 3.50%
2009 3.50% 2014 3.75%
2010 3.50% 2015 3 75%
True interest cost: 3.4853%
1.03. The sum of $46,313.00 being the amount proposed by the Purchaser in excess of
$3,658,687 is credited to the Debt Service Fund hereinafter created. The City Finance Director is
directed to retain the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and
City Manager are directed to execute a contract with the Purchaser on behalf of the City
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (the "Act"), in the total pnncipal amount of $3,705,000, onginally dated May 25, 2005,
in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward,
bearing interest as above set forth, and matunng senally on February 1 in the years and amounts as
follows.
Year Amount Year Amount
2007 $125,000 2012 $395,000
2008 345,000 2013 410,000
2009 355,000 2014 425,000
2010 370,000 2015 440,000
2011 385,000 2016 455,000
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1 05. Optional Redemption. The City may elect on February 1, 2013, and on any day
thereafter to prepay Bonds due on or after February 1, 2014. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If Less
than all Bonds of a matunty are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such matunty to be redeemed and each participant
will then select by lot the beneficial ownership interests in such matunty to be redeemed.
Prepayments will be at a pnce of par plus accrued interest.
Section 2. Registration and Payment
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the pnncipal amount thereof, is payable by check
or draft issued by the Registrar descnbed herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of ongmal issue. The interest on the Bonds
is payable on February 1 and August 1 of each year, commencing February 1, 2006, to the
registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City appoints the City Finance Director as Bond Registrar,
transfer agent and paying agent (the "Registrar"). The effect of registration and the nghts and duties
of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep a bond register in which the Registrar
provides for the registration of ownerstup of Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a wntten instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authonzed by the registered owner in wnting, the Registrar will deliver, in the name of
the designated transferee or transferees, one or more new Bonds of a like aggregate pnncipal
amount and matunty, as requested by the transferor. The Registrar may, however, close the
books for registration of any transfer after the fifteenth day of the month preceding each
interest payment date and until that interest payment date
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will deliver one or more new Bonds of a like aggregate pnncipal
amount and maturity as requested by the registered owner or the owner's attorney in wrung
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
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(e) Improper or Unauthonzed Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the pnncipal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
matunty date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar an appropnate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City
and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond pnor to
payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a
copy of the redemption notice by first class mail (postage prepaid) to the registered owner of
each Bond to be redeemed at the address shown on the registration books kept by the
Registrar and by publishing the notice if required by law. Failure to give notice by
publication or by mail to any registered owner, or any defect therein, will not affect the
validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date, provided that the funds for the
redemption are on deposit with the place of payment at that time.
2.04. Execution and Delivery. The Bonds will be prepared under the direction of the City
Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager,
provided that those signatures may be pnnted, engraved or lithographed facsimiles of the onginals.
If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be
such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and
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sufficient for all purposes, the same as if the officer had remained in office until delivery. When the
Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to
the Purchaser upon payment of the purchase pnce in accordance with the contract of sale heretofore
made and executed, and the Purchaser is not obligated to see to the application of the purchase
pnce.
2.06. Temporary Bonds The City may elect to deliver in lieu of printed definitive Bonds
one or more typewntten temporary Bonds in substantially' the form set forth in Section 3 with such
changes as may be necessary to reflect more than one matunty in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be pnnted or typewntten in substantially the following form:
No. R -
Rate
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION BOND, SERIES 2005A
Date of
Matunty Onginal Issue
, 20_ May 25, 2005
Registered Owner: Cede & Co.
$
CUSIP
The City of St. Louis Park, Minnesota, a duly organized and existing municipal corporation
in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns, the
pnncipal sum of $3,705,000 on the matunty date specified above with interest thereon from the date
hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing February 1, 2006, to the person in whose name this Bond is registered at the close of
business on the fifteenth day (whether or not a business day) of the immediately preceding month.
The interest hereon and, upon presentation and surrender hereof, the pnncipal hereof are payable in
lawful money of the United States of America by check or draft by the Finance Director of the City
of St. Louis Park, Minnesota, as Bond Registrar, Paying Agent and Transfer Agent, or its designated
successor under the Resolution descnbed herein. For the prompt and full payment of such pnncipal
and interest as the same respectively become due, the full faith and credit and taxing powers of the
City have been and are hereby irrevocably pledged.
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The City may elect on February 1, 2013, and on any day thereafter to prepay Bonds due on
or after February 1, 2014. Redemption may be in whole or in part and if in part, at the option of the
City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify The Depository Trust Company ("DTC") of the particular
amount of such matunty to be prepaid. DTC will determine by lot the amount of each participant's
interest in such matunty to be redeemed and each participant will then select by lot the beneficial
ownership interests in such matunty to be redeemed. Prepayments will be at a pnce of par plus
accrued interest.
The City Council has designated the issue of Bonds of which this Bond forms a part as
"qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $3,705,000 all of like
onginal issue date and tenor, except as to number, matunty date, redemption pnvilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on May 2, 2005
(the "Resolution"), for the purpose of providing money to aid in financing the cost of various
improvements in the City, pursuant to and in full conformity with the home rule charter of the City
and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475,
and the principal hereof and interest hereon are payable pnmanly from ad valorem taxes, as set
forth in the Resolution to which reference is made for a full statement of nghts and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond
and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property
in the City in the event of any deficiency, which additional taxes may be levied without limitation as
to rate or amount. The Bonds of this senes are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single matunties.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the pnncipal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authonzed in wnting, upon
surrender hereof together with a wntten instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authonzed denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of
the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City in
accordance with its terms, have been done, do exist, have happened and have been performed as so
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required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional, statutory or charter limitation of indebtedness
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the'Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authonzed representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated:
CITY OF ST. LOUIS PARK,
MINNESOTA
(Facsimile) (Facsimile)
City Manager Mayor
The following abbreviations, when used in the inscription on the face of this Bond, will
be constructed as though they were wntten out in full according to applicable laws or
regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
nght of survivorship and
not as tenants in common
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all nghts thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
® Dated:
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Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Secunties Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Secunties Exchange
Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all point owners if this
Bond is held by Joint account.)
Please insert social secunty or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the pnncipal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
Signature of
Registered Owner City Finance Director
Cede & Co.
Federal ID #13-2555119
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3.02. The City Manager is authonzed and directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and cause the opinion to be pnnted on or accompany each
Bond.
Section 4. Fund; Payment; Secunty; Pledges and Covenants.
4.01. The Bonds will be payable from the General Obligation Bonds, Senes 2005A Debt
Service Fund (the "Debt Service Fund") hereby created, and the proceeds of the ad valorem taxes
hereinafter levied are hereby pledged to the Debt Service Fund If a payment of pnncipal or interest
on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the
same, the Finance Director will pay such pnncipal or interest from the general fund of the City, and
the general fund will be reimbursed for those advances out of the proceeds of the taxes levied by
this resolution, when collected. There is appropnated to the Debt Service Fund (i) capitalized
interest financed from Bond proceeds, if any, and (ii) any amount over the minimum purchase price
of the Bonds paid by the Purchaser.
4.02. The proceeds of the Bonds, less the appropnatlons made in paragraph (a), together
with any other funds appropnated for the Project will be deposited in a separate construction
fund (which may contain separate accounts for components of the Project) to be used solely to
defray expenses of the Project descnbed in Section 1.01. When the Project is completed and the
cost thereof paid, the construction account is to be closed and any balance remaining therein are
to be deposited in the Debt Service Fund.
4.03. For the purpose of paying the principal of and interest on the Bonds, there is levied a
direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread
upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be
credited to the Debt Service Fund above provided and is in the years and amounts as follows (year
stated being year of levy for collection the following year).
Year Levy
(See Attachment A)
4.04. It is determined that the estimated collection of the foregoing taxes will produce at
least five percent in excess of the amount needed to meet when due, the principal and interest
payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are
paid, provided that at the time the City makes its annual tax levies the City Manager may certify to
the Taxpayer Services Division Manager of Hennepin County the amount available in the Debt
Service Fund to pay pnncipal and interest due dunng the ensuing year, and the Taxpayer Services
Division Manager will thereupon reduce the levy collectible dunng such year by the amount so
certified.
4.05. The City Manager is authonzed and directed to file a certified copy of this resolution
with the Taxpayer Services Division Manager and to obtain the certificate required by Minnesota
Statutes, Section 475.63.
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Section 5. Authentication of Transcnpt.
5.01 The officers of the City are authonzed and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of
the City relating to the Bonds and to the financial condition and affairs of the City, and such other
certificates, affidavits and transcnpts as may be required to show the facts within their knowledge or
as shown by the books and records in their custody and under their control, relating to the validity
and marketability of the Bonds, and such instruments, including any heretofore furnished, will be
deemed representations of the City as to the facts stated therein.
5 02. The Mayor, City Manager and Finance Director are 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 the Official
Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
5.03. The City authonzes the Purchaser to forward the amount of Bond proceeds allocable
to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered
as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing date for further
distnbution as directed by the City's financial adviser, Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds that
it will not take or permit to be taken by any of its officers, employees or agents any action which
would cause the interest on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers, employees or agents to
take, all affirmative action within its power that may be necessary to ensure that such interest will
not become subject to taxation under the Code and applicable Treasury Regulations, as presently
existing or as hereafter amended and made applicable to the Bonds.
6 02. (a) The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary penods 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.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit
them or any of them to be used, in such a manner as to cause the Bonds to be "pnvate activity
bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. In order to qualify the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and
representations:
Code;
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
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(b) the City designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) dunng calendar year 2005 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2005 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. The City will use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designations made by this section.
Section 7 Book -Entry System; Limited Obligation of City.
7 01. The Bonds will be initially issued in the form of a separate single typewntten or
pnnted fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
name of Cede & Co., as nominee of DTC.
- . 7.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(the "Participants") or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (u) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Bond Registrar), of any notice with respect to
the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to pnncipal of,
premium, if any, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may
treat and consider the person in whose name each Bond is registered in the registration books kept
by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of
pnncipal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all pnncipal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments will
be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
pnncipal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid No
person other than a registered owner of Bonds, as shown in the registration books kept by the Bond
Registrar, will receive a certificated Bond evidencing the obligation of this resolution Upon
delivery by DTC to the City Manager of a wntten notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new
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nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy
of the same to the Bond Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment
of pnncipal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds
will agree to take all action necessary for all representations of the City in the Representation letter
with respect to the Bond Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the City
and discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Bond Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05 Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. The City hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this
Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be
considered an event of default with respect to the Bonds; however, any Bondholder may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under this section.
8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of
the Bonds, as onginally executed and as it may be amended from time to time in accordance with
the terms thereof.
Section 9. Defeasance. When all Bonds and all interest thereon, have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the
prompt and full payment of the pnncipal of and interest on the Bonds will remain in full force and
effect. The City may discharge all Bonds which are due on any date by depositing with the
Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should
not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum
12
O
Resolution No. 05-064 -13-
sufficient for the payment thereof in full with interest accrued to the date of such deposit.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Sanger, and upon vote being taken thereon, the following voted in favor thereof:
Jacobs, Basil', Finkelstein, Omodt, Sanger, Santa, Velick
and the following voted against the same:
None
where pon the resolution was declared duly passed and adopted.
d for Administration:
A
Adopted y the C Council May 2, 2005
City ana" Mayo
- Attest:
261735V1 (SJB)
SA 140-81
13
Resolution No. 05-064 -14-
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
CITY OF ST. LOUIS PARK )
I, the undersigned, being the duly qualified and acting Clerk of the City of St. Louis Park,
Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a regular meeting of the City Council of the City held on May
2, 2005 with the original minutes on file in my office and the extract is a full, true and correct copy
of the minutes insofar as they relate to the issuance and sale of $3,705,000 General Obligation
Bonds, Series 2005A of the City.
WITNESS My hand officially as such Clerk and the corporate seal of the City this
day of , 2005.
City Clerk
St. Louis Park, Minnesota
(SEAL)
O
Resolution No. 05-064 -15-
STATE OF MINNESOTA
COUNTY OF HENNEPIN
TAXPAYER SERVICES DIVISION MANAGER'S
CERTIFICATE AS TO
TAX LEVY AND
REGISTRATION
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota,
hereby certify that a certified copy of a resolution adopted by the governing body of the City of St.
Louis Park, Minnesota, on May 2, 2005, levying taxes for the payment of $3,705,000 General
Obligation Bonds, Senes 2005A, of said mumcipahty dated May 25, 2005, has been filed in my
office and said bonds have been entered on the register of obligations in my office and that such tax
has been levied as required by law.
WITNESS My hand and official seal this day of , 2005.
(SEAL)
Taxpayer Services Division Manager
Hennepin County, Minnesota
Deputy