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HomeMy WebLinkAbout10-043 - ADMIN Resolution - City Council - 2010/04/19RESOLUTION NO. 10-043 RESOLUTION AWARDING THE SALE OF $5,935,000 GENERAL OBLIGATION BONDS, SERIES 2010B 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 engineer has recommended the construction of various improvements to the City's water and sewer system (the "Project"). (b) the City is authorized by Minnesota Statutes, Section 444.075 and Chapter 475 (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 water and sewer system. (c) the City is' also authorized by Section 475.67, subdivision 3 of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment; (d) Section 475.67, subdivision 4 of the Act permits the sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption; (e) the outstanding bonds to be refunded (the "Refunded Bonds") consist of the $3,265,000 General Obligation Storm Sewer Revenue Bonds, Series 2001B, dated May 1, 2001 (the "Series 2001B Bonds"), of which $1,540,000 in principal amount is currently outstanding and is callable on June 1, 2011; and the $4,145,000 General Obligation Bonds, Series 2003A, dated May 1, 2003 (the "Series 2003A Bonds"), of which $1,825,000 in principal amount is currently outstanding and is callable on June 1, 2011. (f) it is necessary and expedient to the sound financial management of the City that the City issue $5,935,000 General Obligation Bonds, Series 2010B (the "Bonds") to (i) provide financing for the Project, and (ii) to refund the Refunded Bonds in order to reduce debt service costs. The proceeds of the Bonds are estimated to be used as follows: Resolution No. 10-043 -2- Construction Fund Refunding Costs Costs of Issuance Underwriter's Discount Total Issue* $2,485,000.00 3,410,890.00 48,092.67 36,870.63 $5,980,853.30 *Includes par amount of $5,935,000, plus reoffering premium of $65,132.20, less discount of $19,278.90. 1.02. The proposal of Wells Fargo Bank, National Association (the "Purchaser") to purchase $5,935,000 General Obligation Bonds, Series 2010B (the "Bonds") of the City described in the 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 $5,943,982.67 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2011 2.00% 2019 2.75% 2012 2.00 2020 3.00 2013 2.00 2021 3.00 2014 2.00 2022 3.25 2015 2.00 2023 3.25 2016 2.25 2024 3.30 2017 2.50 2025 3.50 2018 2.50 True interest cost: 2.6260379% 1.03. The sum of $56,462.67 being the amount proposed by the Purchaser in excess of $5,887.520 will be credited to the Debt Service Fund hereinafter created. The City Controller 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 $5,935,000, originally dated May 7, 2010, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Resolution No. 10-043 -3- Year Amount Year Amount 2011 $705,000 2019 $180,000 2012 860,000 2020 185,000 2013 880,000 2021 190,000 2014 900,000 2022 195,000 2015 430,000 2023 205,000 2016 435,000 2024 210,000 2017 170,000 2025 215,000 2018 175,000 1.05. Optional Redemption. The City may elect on February 1, 2017, and on any day thereafter to prepay Bonds due on or after February 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed Prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2011, 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 (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. Resolution No. 10-043 -4- (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to 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 • • Resolution No. 10-043 -5- 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) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 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 Controller must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05 Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual 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 Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. Resolution No. 10-043 -6- 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 maturity 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: No. R- $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF ST. LOUIS PARK GENERAL OBLIGATION BOND, SERIES 2010B Date of Interest Rate Maturity Original Issue February 1, 20_ May 7, 2010 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 principal sum of $ on the maturity 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, 2011, 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. Resolution No. 10-043 -7- The City may elect on February 1, 2017, and on any day thereafter to prepay Bonds due on or after February 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 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(6)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $30 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 $5,935,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on April 19, 2010 (the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be incurred in constructing improvements to the water and sewer system of the City and to refund the outstanding principal amount of certain general obligation bonds 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, Chapter 444 and Section 475.67, and the principal hereof and interest hereon are payable in part from net revenues of the water and sewer system of the issuer and in part from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in water and sewer net revenues and taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this Series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary Resolution No. 10-043 -8- 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 security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized 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 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION By Authorized Representative Resolution No. 10-043 -9- The following abbreviations, when used in the inscription on the face of this Bond, will be IIIconstructed as though they were written 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 by under Uniform Gifts entireties or Transfers to Minors JT TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: Signature Guaranteed: 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. NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. Resolution No. 10-043 -10- 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 in the name of the person last noted below. Date of Registration Registered Owner Cede & Co. 2010 Federal ID #13-2555119 Signature of Officer of Registrar 3.02. The City Clerk is 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 to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. (a) The Bonds are payable from the General Obligation Bonds, Series 2010B Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of general taxes hereinafter levied (the "Taxes"), and net revenues of the water and sewer system (the "Water and Sewer Revenues") levied or to be levied for the Project financed by the Bonds and the improvements financed by the Refunded Bonds (defined hereafter), are hereby pledged to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the City Controller is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for the advances out of the proceeds of Water and Sewer Revenues and Taxes when collected. There is appropriated to the Debt Service Fund the amount over the minimum purchase price paid by the Purchaser. Resolution No. 10-043 -11- (b) The proceeds of the Bonds, less the appropriations made in paragraph (a) of this 1111 Section and less proceeds in the amount of $3,410,890.00 applied for redemption of the Refunded Bonds under Section 5, together with any other funds appropriated for the Project and Water and Sewer Revenues and Taxes collected during the construction of the Project, will be deposited in a separate construction fund to be used solely to defray expenses of the Project and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Project. When the Project is completed and the cost thereof paid, the construction account is to be closed and subsequent collections of Water and Sewer Revenues and Taxes for the Project are to be deposited in the Debt Service Fund. (c) Proceeds in the amount of $1,564,335.00 will be deposited in the debt service fund for the Series 2001B Bonds, and proceeds in the amount of $1,846,555.00 will be deposited in the debt service fund for the Series 2003A Bonds. Such proceeds will be applied to the redemption and prepayment of the Refunded Bonds as described in Section 5. 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 sewer plant and 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 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 Fund as a separate account in the Water and Sewer Fund and will cause money to be credited thereto from time to time, out of net revenues from the water and sewer plant and system and ad valorem taxes in sums sufficient to pay principal 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 entries as to all transactions relating to the water and 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 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 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 sewer plant and system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. Resolution No. 10-043 -12- (e) The Council will keep the water and 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. (0 The City and each and all of its officers will punctually perform all duties with reference to the water and sewer plant and system as required by law. (g) The City will impose and collect charges of the nature authorized 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 City Council will levy general ad valorem taxes on all taxable property in the City, when required to meet any deficiency in net revenues. 4.04. It is hereby determined that upon the receipt of proceeds of the Bonds (the "Proceeds") for payment of the Refunded Bonds, an irrevocable appropriation to the debt service fund for the Refunded Bonds will have been made within the meaning of Section 475.61, subdivision 3 of the Act and the City Manager is hereby authorized and directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the resolution authorizing and approving the Refunded Bonds. 4.05. It is hereby determined that the estimated collection of the foregoing Taxes and Water and Sewer Revenues 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 the City Manager may annually, at the time the City makes its tax levies, certify to the Taxpayer Services Division Manager the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (Taxes) upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. The taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts as follows (year stated being year of collection): Year Levy (See Attachment A) • • Resolution No. 10-043 -13- 4.07. The City Manager is authorized 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. Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. The Refunded Bonds are the General Obligation Storm Sewer Revenue Bonds, Series 2001B, of the City, dated May 1, 2001, of which $1,540,000 in principal amount is callable on June 1, 2010 and the General Obligation Bonds, Series 2003A, dated May 1, 2003, of which $1,825,000 in principal amount is callable on June 1, 2010. It is hereby found and determined that based upon information presently available from the City's financial advisers, the issuance of the Bonds is consistent with covenants made with the holders thereof and is necessary and desirable for the reduction of debt service cost to the municipality. 5.02. It is hereby found and determined that the Proceeds will be sufficient to prepay all of the principal of, interest on and redemption premium (limy) on the Refunded Bonds. 5.03. The Refunded Bonds maturing on February 1, 2011 and thereafter will be redeemed and prepaid on June 1, 2010. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the forms of Notice of Calls for Redemption attached hereto as Exhibit C which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered holder of the Refunded Bonds. 5.04. When all Bonds and all interest thereon, have been discharged as provided in this Section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Section 6. Authentication of Transcript. 6.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. Resolution No. 10-043 -14- 6.02. The Mayor, City Manager and City Controller are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the 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. Section 7. Tax Covenant. 7.01. 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. 7.02. 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. 7.03. 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 "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 7.04. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(6)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(6)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and (d) not more than $30,000,000 of obligations issued by the City during calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code. Resolution No. 10-043 -15- 7.05. 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 8. Book -Entry System; Limited Obligation of City. 8.01. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.03 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. 8.02. 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 (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 registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the 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 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 written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Bond Registrar and Paying Agent. Resolution No. 10-043 -16- 8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (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. 8.04. 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. 8.05. 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 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 9. Continuing Disclosure. 9.01. 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. 9.02. 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 originally executed and as it may be amended from time to time in accordance with the terms thereof. Resolution No. 10-043 -19- STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) SS. CITY OF ST. LOUIS PARK ) I, the undersigned, being the duly qualified and acting City 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 April 19, 2010 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 $5,935,000 General Obligation Bonds, Series 2010B of the City. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of , 2010. City Clerk St. Louis Park, Minnesota (SEAL) Resolution No. 10-043 -20- 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 April 19, 2010, levying taxes for the payment of $5,935,000 General Obligation Bonds, Series 2010B, of said municipality dated May 7, 2010, 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 , 2010. (SEAL) Taxpayer Services Division Manager Hennepin County, Minnesota Deputy • Resolution No. 10-043 -21- EXHIBIT A PROPOSALS BID TABULATION S5,985,000' General Obligation Bonds, Series 2010B CITY OF ST LOUIS PARK, MINNESOTA SALE April 19, 2010 AWARD WELLS FARGO BANK, NATIONAL ASSOCIATION RATING Standard & Poor s Credit Markets `AAA" BBI. 4 43% NAME OF BIDDER NET TRUE MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE WELLS FARGO BANK, NATIONAL 2011 2 000% 0 500% 55,994,509 05 5832 033 78 2 6245% ASSOCIATION 2012 2 000% 0 850% Charlotte, North Carolina 2013 2 000% 1 130% 2014 2 000% 1 490% 2015 2 000% 1 830% 2016 2 250% 2 250% 2017 2 500% 2 550% 2018 2 500% 2 750% 2019 2 750% 2 930% 2020 3 000% 3 090% 2021 3 000% 3 200% 2022 3 250% 3 290% 2023 3 250% 3 380% 2024 3 300% 3 460% 2025 3 500% 3 550% 'Subsequent to bid opening the issue size was decreased to 55,935,000 wilh the 2011 matunty decreased 325 000 to 5705 000, the 2012 matunty decreased $15,000 to $860,000, the 2013 matunty decreased 55,000 to 5880,000, the 2014 matunty decreased S5,000 to 5900,000, the 2018 maturity increased 55,000 to 5175 000 and the 2025 matunty decreased 55,000 to 5215,000 in matunty value Adjusted Pnce - S5 943,982 67 Adjusted Net Interest Cost - 5829,415 16 Adjusted TIC -2 6260% Resolution No. 10-043 -22- 85,985,000 General Obligation Bonds, Series 20108 Page 2 City of St. Louis Park, Minnesota NAME OF BIDDER NET TRUE MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE UBS FINANCIAL SERVICES INC New York New York CRONIN 8 COMPANY, INC_ Minneapolis, Minnesota PIPER JAFFRAY 8 CO Leawood, Kansas 201 I 2 000% 2012 2 000% 2013 2 000% 2014 2 000% 2015 2 500% 2016 3 000% 2017 3 000% 2018 3 000% 2019 3 000% 2020 3 000% 2021 3 250% 2022 3 250% 2023 3 500% 2024 3 500% 2025 3 500% 2011 2 000% 2012 2 000% 2013 2 000% 2014 2 000% 2015 2 500% 2016 3 000% 2017 3 000% 2018 3 250% 2019 3 250% 2020 3 500% 2021 3 500% 2022 3 700% 2023 3 700% 2024 3 700% 2025 4 000% 2011 2 000% 2012 2 000% 2013 2 000% 2014 3 000% 2015 3 000% 2016 3 000% 2017 3 000% 2018 3 000% 2019 3 000% 2020 3 250% 2021 3 250% 2022 3 375% 2023 3 375% 2024 3 500% 2025 3 500% 56,037,591 50 5851,451 83 2 6703% $6,069,338 15 5878,514 85 2 7342% 56,062,310 95 5874 794 48 2 7418% Resolution No. 10-043 -23- $5,985,000 General Obligation Bonds, Series 2010B Page 3 City of St. Louis Park, Minnesota NAME OF BIDDER NET TRUE MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE ROBERT W BAIRD & CO Milwaukee, Wisconsin MORGAN KEEGAN & CO , INC Memphis, Tennessee STERNE, AGEE & LEACH INC Birmingham, Alabama 2011 2 000% 2012 2 000% 2013 2 000% 2014 2 000% 2015 2 500% 2016 3 000% 2017 3 000% 2018 3 000% 2019 3 500% 2020 3 500% 2021 4 000% 2022 4 000% 2023 4 000% 2024 4 000% 2025 4 000% 2011 3 000% 2012 3 000% 2013 3 000% 2014 3 000% 2015 3 000% 2016 3 000% 2017 3 000% 2018 3 500% 2019 3 500% 2020 4 000% 2021 4 000% 2022 4 000% 2023 4 000% 2024 4 000% 2025 4 000% 2011 2 000% 2012 2 000% 2013 2 000% 2014 2 000% 2015 2 500% 2016 2 750% 2017 2 750% 2018 3 125% 2019 3 125% 2020 3 250% 2021 3 250% 2022 3 500% 2023 3 500% 2024 3 625% 2025 3 625% $6,086,454 35 $895,585 65 2 7752% $6,180,824 15 5905,465 85 2 7882% $5,984,194 85 $917,238 48 2 8949% Resolution No. 10-043 -24- $5,985,000 General Obligation Bonds, Series 2010B Page 4 City of St. Louis Park, Minnesota NAME OF BIDDER NET TRUE MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE NORTHLAND SECURITIES, INC Minneapolis, Minnesota 2011 2 000% 2012 2 000% 2013 2 000% 2014 2 000% 2015 2 000% 2016 2 400% 2017 2 700% 2018 2 900% 2019 3 200% 2020 3 350% 2021 3 450% 2022 3 600% 2023 3 700% 2024 3 800% 2025 3 900% $5,984,860 50 $922,664 50 2 9037% Resolution No. 10-043 YEAR * -25- EXHIBIT B TAX LEVY SCHEDULE * Year tax levy collected. TAX LEVY 2011 $501,795 2012 508,095 2013 514,080 Resolution No. 10-043 -26- EXHIBIT C NOTICE OF CALL FOR REDEMPTION $3,265,000 GENERAL OBLIGATION STORM SEWER REVENUE BONDS, SERIES 2001B CITY OF ST. LOUIS PARK HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of St. Louis Park, Hennepin County, Minnesota, there have been called for redemption and prepayment on JUNE 1, 2010 all outstanding bonds of the City designated as General Obligation Storm Sewer Revenue Bonds, Series 2001B, dated May 1, 2001, having stated maturity dates of February 1 in the years 2011 through 2016, both inclusive, totaling $1,540,000 in principal amount, and with the following CUSIP numbers: Year of Maturity * Term Bonds Amount CUSIP 2012* $470,000 791740 SA2 2014* 510,000 791740 SC8 2016* 560,000 791740 SE4 Bank of New York Company, Inc. (formerly known as Marshall & Ilsley Trust Company N.A., Milwaukee, Wisconsin and National City Bank of Minneapolis) Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other financial institution. The Registrar will not be responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness indicated in the Redemption Notice or on any Bond. It is included solely for convenience of the Holders. Resolution No. 10-043 -27- Dated: April 19, 2010. BY ORDER OF THE CITY COUNCIL By /s/ Nancy Stroth City Clerk Resolution No. 10-043 -28- EXHIBIT C NOTICE OF CALL FOR REDEMPTION $4,145,000 GENERAL OBLIGATION BONDS, SERIES 2003A CITY OF ST. LOUIS PARK HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of St. Louis Park, Hennepin County, Minnesota, there have been called for redemption and prepayment on JUNE 1, 2010 all outstanding bonds of the City designated as General Obligation Bonds, Series 2003A, dated May 1, 2003, having stated maturity dates of February 1 in the years 2011 through 2014, both inclusive, totaling $1,825,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2011 $430,000 791740 SU8 2012 445,000 791740 SV6 2013 465,000 791740 SW4 2014 485,000 791740 SX2 The bonds are being called at a price of par plus accrued interest to June 1, 2011, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the office of the City Controller, in the City of St. Louis Park, Minnesota, on or before June 1, 2011. Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other financial institution. The Registrar will not be responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness indicated in the Redemption Notice or on any Bond It is included solely for convenience of the Holders. Resolution No. 10-043 -29- Dated: April 19, 2010. BY ORDER OF THE CITY COUNCIL By /s/ Nancy Stroth City Clerk Resolution No. 10-043 -17- Section 10. Defeasance. 10.01. 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 principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) Resolution No. 10-043 -18- The following members were present: Mayor Jeff Jacobs, Phil Finkelstein Anne Mavity, Paul Omodt, Julia Ross, Susan Sanger, and Sue Santa. and the following were absent: None After due consideration of the proposals, Member Santa then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its ado. '•n: wed for Administration: Ci Attest: ity Clerk Adopted -by the City Council April 19, 2010 Mayor