HomeMy WebLinkAbout07-053 - ADMIN Resolution - City Council - 2007/06/05RESOLUTION NO. 07-053
A RESOLUTION AWARDING THE SALE OF
$3,665,000 GENERAL OBLIGATION UTILITY REVENUE BONDS,
SERIES 2007A; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council (the "Council") of the City of St. Louis Park,
Hennepin County, Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. It is determined that:
(a) the City engineer (the "Engineer") has recommended the construction of
vanous improvements to the City's water and storm water system (the "Project");
(b) the City is authorized by Minnesota Statutes, Section 444.075 and
Minnesota Statutes, Chapter 475, as amended (the "Act"), 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 payable from the net revenues of the utility system of the City for the following
Project: general water and storm water improvements within the City.
(c) The Project Costs are presently estimated by the Engineer to be as follows -
Project Designation & Descriptions: Estimated Total Project Cost
Project Construction Fund $3,579,938
Costs of Issuance 48,000
Underwriter's Discount 36,550
Rounding Amount 412
Total $3,655,000
(d) it is necessary and expedient to the sound financial management of the
affairs of the City to issue its General Obligation Utility Revenue Bonds, Series 2007A
(the "Bonds"), in the onginal aggregate principal amount of $3,665,000, pursuant to the
Act, to provide financing for the Project.
1.02. The proposal of Stifel Nicolaus &. Co. (the "Purchaser") to purchase the Bonds in
the original aggregate principal amount of $3,665,000, descnbed in the Terms of Proposal
thereof is found and determined to be a reasonable offer and is accepted, the proposal being to
purchase the Bonds at a pnce of $3,679,655.88, plus accrued interest to date of delivery, for
Bonds beanng interest as follows:
Resolution No. 07-053 -2-
Year Interest Rate Year Interest Rate
2008 3.875% 2016 4.000%
2009 4.000% 2017 4.000%
2010 4.000% 2018 4.000%
2011 4.000% 2019 4 000%
2012 4.000% 2020 4.000%
2013 4.000% 2021 4.000%
2014 4.000% 2022 4.000%
2015 4.000% 2023 4.000%
True interest cost: 3.9458%
1.03. The sum of $51,305.88 being the amount proposed by the Purchaser in excess of
$3,628,350 is credited to the Debt Service Account or in the construction account for the Project
in accordance with Section 4, as determined by the City's financial advisor 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 the Act in the total
principal amount of $3,665,000, originally dated June 5, 2007, in the minimum denomination of
$5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as
above set forth, and maturing serially on August 1 in the years and amounts as follows:
Year Amount Year Amount
2008 140,000 2016 235,000
2009 175,000 2017 240,000
2010 180,000 2018 250,000
2011 190,000 2019 260,000
2012 195,000 2020 275,000
2013 205,000 2021 280,000
2014 215,000 2022 295,000
2015 220,000 2023 310,000
1.05. Optional Redemption. The City may elect on August 1, 2015, and on any day
thereafter to prepay Bonds due on or after August 1, 2016. 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 matunty to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such matunty to be
redeemed. Prepayments will be at a price of par plus accrued interest.
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Resolution No. 07-053 -3-
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 pnor to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds will be payable on February 1 and August 1 of each year, commencing February 1,
2008, 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 that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in wnting, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and 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 authenticate and 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 writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
Resolution No. 07-053 -4-
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authonzed. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of 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 of an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) not less than
30 days prior to the date fixed for redemption 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.
Resolution No. 07-053 -5-
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are
authonzed to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authonzed by law to conduct such business, the resulting corporation is
authonzed to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City Finance Director
must transmit to the Registrar money sufficient for the payment of all principal and interest then
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that those signatures may be 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 sufficient for all purposes, the same as if the officer had
remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this Resolution unless and
until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on a
Bond is conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been so prepared, executed and authenticated, the City Finance Director
will deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase pace.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten 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 printed or typewritten in substantially the following form:
Resolution No. 07-053 -6-
No. R -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION UTILITY REVENUE BONDS,
SERIES 2007A
Date of
Interest Rate Maturity Onginal Issue
August 1, 2023 June 5, 2007
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 the pnncipal amount specified above on the maturity date specified above
without option of prior payment, 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, 2008,
to the person in whose name this Bond is registered at the close of business on the fifteenth day
(whether or not a business day) of the immediately preceding month. The interest hereon and,
upon presentation and surrender hereof, the principal hereof are payable in lawful money of the
United States of America by check or draft by Bond Trust Services Corporation, Roseville,
Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its
designated successor under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on August 1, 2015, and on any day thereafter to prepay Bonds due on
or after August 1, 2016. Redemption may be in whole or in part and if in part, at the option of
the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify DTC 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 maturity to be redeemed. Prepayments will be at a pnce of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $3,665,000 of like
original issue date and tenor, except as to number, matunty date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on May 7, 2007
(the "Resolution"), for the purpose of providing money to aid in financing various improvements
to the water and storm sewer system of 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, Section 444.075 and Chapter 475, and the principal hereof and interest
hereon are payable primarily from the net revenues of the water and storm sewer system of the
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Resolution No. 07-053 -7-
City in a special Debt Service Account of the City, as set forth in the Resolution, to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any
deficiency in net revenues pledged, which 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 maturities.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water and storm sewer system
free from competition by other like municipal utilities; that adequate insurance on said plant and
system and suitable fidelity bonds on employees will be carried; that proper and adequate books
of account will be kept showing all receipts and disbursements relating to the Water and Storm
Sewer Fund, into which it will pay all of the gross revenues from the water and storm sewer
plant and system; that it will also create and maintain a General Obligation Utility Revenue
Bonds, Series 2007A Debt Service Account,into which it will pay, out of the net revenues from
the water and storm sewer system a sum sufficient to pay principal hereof and interest thereon
when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net
water and storm sewer system revenues.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authonzed in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate pnncipal amount, beanng 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 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 secunty or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Bond Registrar by manual signature of one of its authorized representatives.
Resolution No. 07-053 -8-
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: June 5, 2007
CITY OF ST. LOUIS PARK, MINNESOTA
facsimile
Its Mayor
0
Resolution No. 07-053
-9-
CERTIFICATE
9-CERT FICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolutions mentioned within
By
Authonzed Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were wntten out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
TEN ENT -- as tenants
by entireties
IIIJT TEN --
UNIF GIFT MIN ACT
as point tenants with
right of survivorship and
not as tenants in common
Custodian
(Cust) (Minor)
under Uniform Gifts or
Transfers to Minors
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 rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Resolution No. 07-053 -10-
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program
("MSP") or other such "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the 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 joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar m the name of the person last noted below.
Date of Registration
Registered Owner Signature of Registrar
Cede & Co
Federal ID #13-2555119
3.02. The City Clerk will obtain a copy of the proposed approving legal opinion of
Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to
dating thereof and will cause the opinion to be printed on or accompany each Bond.
Resolution No. 07-053 -11-
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The City will create and continue to operate its Water Utility Fund and
Storm Sewer Utility Fund to which will be credited all gross revenues of the water and storm
sewer plant and system and out of which will be paid all normal and reasonable expenses of
current operations of the water and storm sewer systems. Any balance therein are deemed net
revenues and will be transferred, from time to time, to the General Obligation Utility Revenue
Bonds, Series 2007A Debt Service Account (the "Debt Service Account") hereby created in the
Water and Storm Sewer Fund, which fund will be used only to pay principal of and interest on
the Bonds and any other bonds similarly authorized. There will always be retained in the Debt
Service Account a sufficient amount to pay principal of and interest on all the Bonds descnbed in
the resolution authorizing the sale of the Bonds, and the City Finance Director must report any
current or anticipated deficiency in the Debt Service Account to the City Council. There is
appropriated to the Debt Service Account (i) capitalized interest financed from Bond proceeds, if
any, (ii) any amount over the minimum purchase price of the Bonds paid by the Purchaser as
directed by the City's financial advisor, and (in) the accrued interest paid by the Purchaser upon
closing and delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a),
together with any other funds appropriated during the construction of the utility and sewer
projects financed by the Bonds (the "Projects") will be deposited in a separate construction
account to be used solely to defray expenses of the Projects and the payment of principal and
interest on the Bonds prior to the completion and payment of all costs of the Projects. When the
Projects are completed and the cost thereof paid, the construction account is to be closed and any
balance therein is to be deposited in the Debt Service Account.
4.02. The City Council covenants and agrees with the holders of the Bonds that so long
as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following
covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water and
storm sewer system as public utilities and conveniences free from competition of other
like municipal utilities and will cause all revenues therefrom to be deposited in bank
accounts and credited to the water and storm sewer system accounts as hereinabove
provided, and will make no expenditures from those accounts except for a duly
authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Account as a separate
account in either the Water Utility or the Storm Sewer Utility will cause money to be
credited thereto from time to time, out of net revenues from the water and storm sewer
systems in sums sufficient to pay pnncipal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entnes as to all transactions relating to the water and storm sewer plant and system and
which will be open to inspection and copying by any bondholder, or the bondholder's
agent or attorney, at any reasonable time, and it will furnish certified transcripts
Resolution No. 07-053 -12-
therefrom upon request and upon payment of a reasonable fee therefor, and said account
will be audited at least annually by a qualified public accountant and statements of such
audit and report will be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water and
storm sewer plant and system to be bonded in reasonable amounts for the protection of
the City and the bondholders and will cause the funds collected on account of the
operations of the water and storm sewer plant and system to be deposited in a bank whose
deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the water and storm sewer plant and system insured
at all times against loss by fire, tornado and other risks customarily insured against with
an insurer or insurers in good standing, in such amounts as are customary for like plants,
to protect the holders, from time to time, of the Bonds and the City from any loss due to
any such casualty and will apply the proceeds of such insurance to make good any such
loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the water and storm sewer plant and system as required by law.
(g) The City will impose and collect charges of the nature authonzed by
Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce
net revenues adequate to pay all principal and interest when due on the Bonds and to
create and maintain such reserves securing said payments as may be provided in this
resolution.
(h) The Council will levy general ad valorem taxes on all taxable property in
the City when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues pledged to
the payment of pnncipal and interest on the Bonds will produce at least five percent (5.00%) in
excess of the amount needed to meet, when due, the pnncipal and interest payments on the
Bonds and that no tax levy is needed at this time.
4.04. The City Clerk is authorized and directed to file a certified copy of this resolution
with the Taxpayer Services Division Manager of Hennepin County and to obtain the certificate
required by Section 475.63 of the Act.
Section 5 Authentication of Transcript.
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.
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Resolution No. 07-053 -13-
5 02. Certification as to Official Statement. The Mayor, City Manager and City 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. Payment of Costs of Issuance. The City authorizes 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 Covenants
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 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 in calendar year 2007) exceed the small -issuer
rebate exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate
entities of the City) dunng the calendar year in which the Bonds are issued and outstanding at
one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) of the Code.
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:
Resolution No. 07-053 -14-
(a) the Bonds are not "pnvate activity bonds" as defined in Section 141 of the
Code;
(b) the City designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) dunng calendar year 2006 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City dunng
calendar year 2006 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 typewritten or
printed fully registered Bond for each of the matunties set forth in Section 1.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the 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, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the 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 principal 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 principal, premium and interest with respect to such Bond,
for the purpose of registenng transfers with respect to such Bond, 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 principal of, premium, if any, or interest on the
Resolution No. 07-053 -15-
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 Clerk of a
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt
of such a notice, the City Clerk 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 shall govern
payment of principal 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 a Bond certificate, 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 owner 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. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution,
failure of the City to comply with the Continuing Disclosure Certificate is not to be considered
an event of default with respect to the 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.
Resolution No. 07-053 -16-
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and
City Manager and dated the date of issuance and delivery of the Bonds, as onginally executed
and as it may be amended from time to time in accordance with the terms thereof.
Section 9. Defeasance.
9.01. Pledges, Covenants, and Other Rights to Cease. 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 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 Basill,
and upon vote being taken thereon, the following voted in favor thereof:
Jacobs, Sanger, Basill, Paprocki, Omodt and Finkelstein;
and the following voted against the same:
none;
whereupon said resolution was declared duly passed and adopted.
Resolution No. 07-053 -17-
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 7,
2007, 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 $3,665,000 General Obligation
Utility Revenue Bonds, Series 2007A, of the City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
84h day of /1/1 a i , 2007.
(SEAL)
r)1 CP -i4, j e-,<‘
City Clerk
St. Louis Park, Minnesota