HomeMy WebLinkAbout10-146 - ADMIN Resolution - City Council - 2010/12/06RESOLUTION NO. 10-146
RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS (LOUISIANA COURT
PROJECT), SERIES 2010C, PROPOSED TO BE ISSUED IN
AN AGGREGATE PRINCIPAL AMOUNT OF $1,770,000;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY AND
PROVIDING FOR THEIR PAYMENT; APPROVING
RELATED AGREEMENTS AND CERTIFICATES
BE IT RESOLVED By the City Council of the City of St. Louis Park Minnesota
(the "City"), as follows:
Section 1. Background.
1.01. The City, a home rule city and political subdivision of the State of Minnesota, is
authorized under its home rule charter (the "Charter") to issue bonds for any public purpose not
prohibited by law.
1.02. The Housing Authority of St. Louis Park, Minnesota, a public body corporate and
politic under the laws of Minnesota (the "Authority"), is authorized under Minnesota Statutes,
Sections 469.001 to 469.047, as amended (the "Act"), to undertake certain housing development
projects intended to alleviate a shortage of decent, safe, and sanitary housing for persons of low
or moderate income and their families (as such income is defined by the Authority); the City is
authorized by the Act to enter into agreements with the Authority regarding projects undertaken
under the Act and is further authorized under Minnesota Statutes, Section 471.59, as amended, to
perform functions for the Authority that the City is authorized to provide for itself; and the
Authority and the City are authorized under Minnesota Statutes, Section 469.192, as amended to
make loans to private parties for any purpose that the City and the Authority are authorized to
carry out under the Act.
1.03. PPL Louisiana Court Limited Partnership, a Minnesota limited partnership (the
`Borrower"), the general partner of which is PPL Louisiana Court, LLC, a Delaware limited
liability company, acquired certain rental housing facilities located within the boundaries of the
City and renovated the facilities for use as a multifamily rental housing facility intended
pnmarily for low and moderate income persons and their families (the "Facility").
1.04. The City and the Authority provided for the financing of the Facility pursuant to
the Charter, the Act, and Minnesota Statutes, Sections 469.192 and 471.59 and Minnesota
Statutes, Chapter 475, through issuance by the City of its $4,505,000 General Obligation Bonds
(Louisiana Court Project), Senes 2000A (the "Series 2000A Bonds").
1.05. Pursuant to a Loan Agreement, dated as of May 1, 2000 (the "Prior Loan
Agreement"), between the City and the Borrower, the City loaned the proceeds derived from the
sale of the Series 2000A Bonds to the Borrower to finance the costs of issuance of the
Series 2000A Bonds, to fund certain reserves, and to pay a portion of the costs of the acquisition
and renovation of the Facility.
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1.06. The Bonds were secured by a pledge of the full faith and credit of the City and by
the taxing power of the City and were also payable from payments made by the Borrower
pursuant to the Prior Loan Agreement.
1.07. The obligations of the Borrower under the Prior Loan Agreement were secured by
a Mortgage, Assignment of Rents and Leases, Security Agreement, and Fixture Filing, dated as
of May 1, 2000, from the Borrower to the City.
1.08. The City and the Borrower entered into a Regulatory Agreement, dated as of
May 1, 2000 (the "Original Regulatory Agreement"), which related to the tax-exempt status of
the interest on the Series 2000A Bonds and compliance by the Borrower with certain federal and
state requirements applicable to the Facility.
1.09. The City is authorized, under Minnesota Statutes, Section 475.67, Subdivision 3
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.
1.10. Minnesota Statutes, Section 475.67, subdivision 4 permits the sale of refunding
obligations dunng the six month period prior to the date on which the obligations to be refunded
may be called for redemption.
1.11. It is necessary and desirable to reduce debt service costs that the City issue its
$1,770,000 General Obligation Refunding Bonds (Louisiana Court Project), Series 2010C
(the "Bonds") to refund the Series 2000A Bonds, of which $3,665,000 in principal amount,
maturing in 2012 and thereafter, is currently outstanding and is callable on or after August 1,
2010.
1.12. Pursuant to the terms of a Loan Agreement, dated as of December 1, 2010 (the
"Loan Agreement"), between the City and the Borrower, the City proposes to make a loan (the
"Loan") to the Borrower to be funded from the proceeds derived from the sale of the Bonds. The
proceeds of the Loan will be applied by the Borrower, together with other funds described
herein, to prepay the obligations of the Borrower under the Pnor Loan Agreement which
prepayments will be applied to the redemption and prepayment of the Senes 2000A Bonds in
whole.
1.13. The obligations of the Borrower under the Loan Agreement will be secured by a
Mortgage, Assignment of Rents and Leases, Security Agreement, and Fixture Filing, dated as of
December 1, 2010 (the "Mortgage"), from the Borrower to the City.
1.14. In connection with issuance of the Bonds, the City and Borrower will enter into a
First Amendment to Regulatory Agreement dated as of December 1, 2010 (the "Regulatory
Agreement Amendment").
1.15. A portion of the redemption price for the Series 2000A Bonds will be paid from
proceeds of certain loans made to Borrower by the Minnesota Housing Finance Agency, the
Hennepin County Housing and Redevelopment Authority, and the Family Housing Fund
(together, the "Other Lenders"), and from proceeds of a separate loan to Borrower form the City
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(the "City Loan"); and in connection with such loans the City will enter to into a Master
Disbursing Agreement dated as of December 1, 2010 (the "Master Disbursing Agreement")
among the City, the Borrower and the Other Lenders, and a Master Subordination Agreement
dated as of December 1, 2010 (the "Master Subordination Agreement") among the City, the
Borrower and the Other Lenders.
1.15. As required by Section 147(f) of the Internal Revenue Code of 1986, as amended
(the "Code"), on November 18, 2010, a notice of a public hearing to be conducted by the City
Council of the City was published in the St. Louis Park Sun -Sailor, a newspaper of general
circulation within the jurisdiction of the City.
1.16. As required by Section 147(f) of the Code, on December 6, 2010, the City
Council conducted a public hearing with respect to the issuance of the Bonds to refund the
Series 2000A Bonds (which Bonds will extend the average weighted maturity of the
Series 2000A Bonds), and thereafter adopted this resolution (the "Resolution"), and with respect
to an Amended Housing Program (the "Housing Program").
1.17. The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to
negotiate the sale of the Bonds because the City has retained an independent financial advisor in
connection with the sale of the Bonds.
Section 2. Definitions; Other General Provisions. For all purposes of this
Resolution, except as otherwise expressly provided or unless the context clearly otherwise
requires:
2.01. Definitions. The terms defined in Section 1.1 of the Loan Agreement, when used
in this Resolution, shall have the meanings specified in that Section.
All references in this instrument to designated "Articles," "Sections" and other
subdivisions are to the designated Articles, Sections, and other subdivisions of this instrument as
originally executed.
The words "herein," "hereof' and "hereunder," and other words of similar import,
without reference to any particular Article, Section, or subdivision, refer to this Resolution as a
whole and not to any particular Article, Section or other subdivision.
The terms defined in this Section have the meanings assigned to them in this Section and
include the plural as well as the singular.
All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting pnnciples.
All computations herein provided for shall be made in accordance with generally
accepted accounting principles.
"Or" is not intended to be exclusive but to encompass one or more or all of the
411110 alternatives conjoined.
"Accountant" means a certified public accountant or accountants retained by the
Borrower.
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"Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended.
"Authenticating Agent" means any Person designated by or pursuant to this Resolution to
authenticate Bonds at the request of the City.
"Bond Counsel" means any attorney or firm of attorneys nationally recognized as
experienced in matters relating to the tax-exempt financing of facilities of the same character as
the Facility, retained by the Borrower or the City.
"Bond Fund" means the fund created in Section 6.03.
"Bondholder" means a Person in whose name a Bond is registered in the Bond Register.
"Bonds" means the Series 2010C Bonds.
"Bond Register" has the meaning provided in Section 4.03.
"Bond Year" means the period from the date of issuance of the Series 2010C Bonds to
January 31, 2011, and as long as any Bonds are Outstanding, each one-year period thereafter
commencing on any February 1 and ending on January 31 of the following year.
"Borrower" means PPL Louisiana Court Limited Partnership, a Minnesota limited
partnership, the general partner of which is PPL Louisiana Court, LLC, a Delaware limited
liability company, and any permitted successor to the Borrower under Section 7.1 of the Loan
Agreement.
"Borrower Certificate" means a certificate of the Borrower signed by a person then
having been granted signatory authority and delivered to the City.
`Borrower Request" means a written request signed in the name of the Borrower by a
person then having been granted signatory authority and delivered to the City.
"Borrower Resolution" means a resolution, written consent or other form of formal action
taken by the Borrower then in full force and effect and delivered to the City.
"Business Day" means any day other than a Saturday, Sunday or other day on which the
City is not open for business.
"City" means the City of St. Louis Park, a home rule city and political subdivision of the
State of Minnesota, and any successor to its functions.
"City Loan" means the loan made the City to Borrower in the amount of $500,000,
pursuant to a loan agreement between the City and Borrower dated December 29, 2010.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
References to the Code and Sections of the Code include relevant applicable regulations
(including temporary regulations) and proposed regulations thereunder and under the Internal
Revenue Code of 1954, as amended, and any successor provisions to those sections, regulations
or proposed regulations.
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"Collateral Document" means any wntten instrument other than this Resolution, the Loan
Agreement, and the Mortgage, whereby any property or interest in property of any kind is
granted, pledged, conveyed, assigned, or transferred to the City as security for performance by
the Borrower of its obligations under the Loan Agreement.
"Continuing Disclosure Certificate" means the Continuing Disclosure Certificate of the
City, dated as of December 29, 2010.
"Costs of Issuance Fund" means the fund established pursuant to Section 6.07.
"Costs of Issuance" means, without duplication, any and all costs incurred by the City
and the Borrower in the authorization, sale and issuance of the Bonds, including, but not limited
to, all legal, abstracting, financial and accounting fees and expenses; underwriters' fees or
commissions; printing and engraving costs; fees, costs and expenses of the City; all fees and
taxes required in connection with recording or filing the Mortgage and all financing statements;
and all other expenses incurred in connection with the preparation of the Loan Agreement, this
Resolution, the Mortgage, any Collateral Document, and any other documents.
"Defeasance Obligations" means Government Obligations which are not subject to
redemption.
assign.
"Disbursing Agent" means Old Republic Title Insurance Company and any successor or
ill "DTC" means The Depository Trust Company, New York, New York, and its successors
and assigns.
"Facility" means the approximately 130 -unit multifamily rental housing project located
on the Land to be acquired and renovated by the Borrower with the proceeds of the Series 2000A
Bonds and other funds.
"Facility Manager" means Perennial Management, LLC, a Minnesota limited liability
company, or any successor manager of all or a portion of the Facility.
"Fee Payments" means the Fee Payments as defined in the Loan Agreement.
"Funds" means any of the funds established under Section 6 hereof, as the context
requires.
"Government Obligations" means direct obligations of, or obligations the payment of the
principal of and the interest on which is fully and unconditionally guaranteed by, the United
States of America, or securities or receipts evidencing ownership interests in any of the
foregoing obligations or in specified portions (such as principal or interest) of any of the
foregoing obligations.
"Holder" means a Bondholder.
"Housing Program" means the Amended Housing Program authorizing issuance of the
Bonds.
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"Improvement" means any addition, enlargement, improvement, extension or alteration
of or to the Facility as it then exists, and any fixtures, structures or other facilities acquired or
constructed by the Borrower and located on the Land.
"Independent" when used with respect to any specified Person, means such a Person who
(i) is in fact independent; (ii) does not have any direct financial interest or any material indirect
financial interest in the Borrower, the Facility Manager or any affiliate, other than the payment to
be received under a contract for services to be performed by such Person; and (iii) is not
connected with the Borrower, the Facility Manager or any affiliate as an official, officer,
employee, promoter, underwriter, trustee, partner, director or person performing similar
functions. Whenever it is herein provided that any Independent Person's opinion or certificate
shall be furnished to the City, such Person shall be appointed by the City and such opinion or
certificate shall state that the signer has read this definition and that the signer is Independent
within the meaning hereof.
"Insurance Account" means the Insurance Account so designated within the Taxes and
Insurance Fund.
"Interest Payment Date" means, with respect to the Bonds, February 1 and August 1 of
each year, commencing August 1, 2011.
City.
"City Request" means a written request of the City signed by an authorized officer of the
"Land" has the meaning given such term in the Loan Agreement.
"Loan" means the loan by the City to the Borrower of the proceeds of the Bonds,
evidenced by the execution and delivery of the Loan Agreement by the City and the Borrower,
but exclusive of any accrued interest paid by the Original Purchaser of Bonds upon the delivery
thereof but including the underwriting discount, if any, in connection with the sale of Bonds by
the City to the Original Purchaser.
"Loan Agreement" means the Loan Agreement, dated as of December 1, 2010, between
the City and the Borrower, as the same may be from time to time amended or supplemented in
accordance with the provisions thereof and hereof.
"Loan Repayment" means a payment required to be made by the Borrower by Section 2.2
of the Loan Agreement.
"Master Disbursing Agreement" means the Master Disbursing Agreement dated as of
December 1, 2010 between the City, the Borrower, the Other Lenders and the Disbursing Agent,
as the same may be from time to time amended or supplemented in accordance with the
provisions thereof and hereof.
"Master Subordination Agreement" means the Master Subordination Agreement dated as
of December 1, 2010 among the City, the Borrower and the Other Lenders.
"Maturity," when used with respect to any Bond, means the date on which the principal
of such Bond becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
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"Mortgage" means the Mortgage, Security Agreement, Assignment of Rents and Leases
and Fixture Filing dated as of December 1, 2010 and executed by the Borrower in favor of the
City, as the same may from time to time be amended or supplemented in accordance with the
provisions thereof and hereof.
"Mortgaged Property" has the meaning given such term in the Mortgage.
"Original Regulatory Agreement" means the Regulatory Agreement dated as of May 1,
2000 between the City and the Borrower.
"Opinion of Counsel" means a written opinion of legal counsel, who may be counsel for
the City or the Borrower, except as otherwise specifically provided herein or in the Loan
Agreement.
"Original Purchaser" means, Northland Securities, Inc., the original purchaser of the
Bonds from the City.
"Other Lenders" means Minnesota Housing Finance Agency, the Hennepin County
Housing and Redevelopment Authority, and the Family Housing Fund.
"Outstanding" means, as of the date of determination, all Bonds theretofore issued and
delivered under this Resolution, except: (i) Bonds theretofore cancelled; (ii) Bonds and portions
of Bonds for whose payment or redemption money or Defeasance Obligations (as provided in
Article VI hereof) shall have been theretofore deposited in trust for the Holders of such Bonds;
provided, however, that if such Bonds are to be redeemed, notice of such redemption shall have
been duly given pursuant to this Resolution or irrevocable instructions to call such Bonds for
redemption at a stated Redemption Date shall have been given to the Holders; and (iii) Bonds in
exchange for or in lieu of which other Bonds shall have been issued and delivered pursuant to
this Resolution. In determining whether the Holders of the requisite principal amount of
Outstanding Bonds have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Bonds owned by the City or the Borrower or any affiliate shall be disregarded
and deemed not to be Outstanding, except that in determining whether the City shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent, or waiver,
only Bonds which the City knows to be so owned shall be disregarded.
"Paying Agent" means any Person designated by or pursuant to this Resolution to receive
and disburse the principal of and premium, if any, and interest on the Bonds on behalf of the
City.
"Person" means any individual, corporation, partnership, limited liability company,
limited liability partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Principal and Interest Requirements on Outstanding Bonds" shall mean, for any
specified period, the amount required to pay the principal of and the interest on all Outstanding
Bonds during such specified period, to be determined on the assumption that all Bonds will be
retired at their Stated Maturities except for those Bonds which this Resolution provides must be
redeemed prior to their Stated Maturities from sinking fund payments the Loan Agreement
requires the Borrower to make for such purpose, which Bonds will be assumed to be retired on
their respective Sinking Fund Payment Dates.
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"Principal Payment Date" means the Stated Maturity of principal of any Bond or, for a
Bond to be redeemed on a Sinking Fund Payment Date, the Sinking Fund Payment Date.
"Qualified Investments" means Government Obligations and any other investments
authorized to be made by the City under applicable laws of the State of Minnesota, as such laws
may be amended from time to time.
"Rating Agency" means Moody's Investors Service or Standard & Poor's Ratings Group,
and includes any successor to either such Rating Agency.
"Rebate Fund" means the fund created in Section 6.09.
"Record Date" means the fifteenth day (whether or not a Business Day) of the calendar
month immediately preceding each Interest Payment Date.
"Redemption Date," when used with respect to any Bond to be redeemed, means the date
on which it is to be redeemed pursuant hereto.
"Redemption Price," when used with respect to any Bond to be redeemed, means the
price at which it is to be redeemed pursuant hereto.
"Refunding Fund" means the fund created in Section 6.08.
"Registrar" has the meaning specified in Sections 4.03 and 4.04.
"Regulatory Agreement Amendment" means the First Amendment to Regulatory
Agreement dated as of December 1, 2010, between the City and the Borrower.
"Repair and Replacement Fund" means the fund created in Section 6.05.
"Reserve Fund" means the fund created in Section 6.04.
"Reserve Requirement" means the least of the following: (i) ten percent of the stated
principal amount of the Bonds, as of the date of issuance of the Bonds; (ii) the maximum annual
principal and interest requirements on the Bonds in any Bond Year, as of the date of issuance of
the Bonds; (iii) 125 percent of the average annual principal and interest requirements on the
Bonds, as of the date of issuance of the Bonds; or (iv) $121,105.
"Resolution" means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more Supplemental Resolutions.
"Revenue Fund" means the fund created in Section 6.02.
"Series 2000A Bonds" means the City's General Obligation Bonds (Louisiana Court
Project), Series 2000A, issued in the original aggregate principal amount of $4,505,000.
"Series 2010C Bonds" means the City's General Obligation Refunding Bonds (Louisiana
Court Project), Series 2010C, issued in the original aggregate principal amount of $1,770,000.
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"Stated Maturity" when used with respect to any Bond, means the date specified in such
Bond as the fixed date on which the principal of such Bond is due and payable.
"Supplemental Resolution" means any resolution supplemental to this instrument entered
into pursuant to Section 12.
"Surplus Fund" means the fund created in Section 6.06.
"Tax Credit Investor" means Enterprise Community Investment, Inc. and its successors
and assigns.
2.02. Compliance Certificates and Opinions. Upon any application or request by the
Borrower to the City to take any action under any provision of this Resolution or the Loan
Agreement, the Borrower shall furnish to the City a Borrower Certificate stating that all
conditions precedent, if any, provided for in this Resolution or the Loan Agreement relating to
the proposed action have been complied with and an Opinion of Counsel stating that in the
opimon of such Counsel all such conditions precedent, if any, have been complied with.
Every certificate or opimon with respect to compliance with a condition or covenant
provided for in this Resolution or the Loan Agreement shall include: (i) a statement that each
individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; (ii) a statement that each such individual has made such
examination or investigation as is necessary to enable the individual to express an informed
opinion as to whether or not such covenant or condition has been complied with; and (iii) a
statement whether, in the opinion of each such individual, such condition or covenant has been
complied with.
2.03. Form of Documents. In any case where several matters are required to be certified
by, or covered by an opinion of any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person
may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the City or the Borrower may be based, insofar
as it relates to legal matters, upon a certificate or opinion of or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which the certificate or opinion is
based are erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of or representations by, an officer or officers of the City or
the Borrower stating that the information with respect to such factual matters is in the possession
of the City or the Borrower, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are
erroneous.
When any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Resolution, they may,
but need not, be consolidated and form one instrument.
Resolution No. 10-146 -10-
An "application" for the release of property, or the withdrawal of cash, under any
provision of this Resolution, shall consist of and shall not be deemed complete until the City
shall have been furnished with, all such documents, cash, bonds, securities and other instruments
as are required by such provision to establish the right of the Borrower to the transaction applied
for, and the date of such application shall be deemed to be the date upon which such application
shall be so completed.
Wherever in this Resolution, in connection with any application or certificate or report to
the City, it is provided that the Borrower shall deliver any document as a condition of the
granting of such application, or as evidence of the Borrower's compliance with any term hereof
it is intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated in
such document shall in such case be conditions precedent to the right of the City or the Borrower
to have such application granted or to the sufficiency of such certificate or report.
2.04. Acts of Bondholders. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Resolution to be given or taken by Bondholders
may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Bondholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the City, and, where it is hereby expressly required, to the Borrower.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Resolution and conclusive in favor of the City and the
Borrower if made in the manner provided in this Section 2.04.
(b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by the certificate of any
notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged the execution thereof.
Where such execution is by an officer of a company or a member of a partnership, on behalf of
the company or partnership, the certificate or affidavit shall also constitute sufficient proof of the
officer's authority. The fact and date of the execution of any instrument or writing, or the
authority of the Persons executing the same, may also be proved in any other manner which the
City deems sufficient; and the City may in any instance require further proof with respect to any
of the matters referred to in this Section 2.04.
(c) The ownership of Bonds shall be proved by the Bond Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Bond shall bind every future Holder of the same Bond and the
Holder of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or suffered to be done by the City or the Borrower in reliance
thereon, whether or not notation of such action is made upon such Bond.
2.05. Notices to City and Borrower. Any request, demand, authorization, direction,
notice, consent, waiver or act of Bondholders or other document provided or permitted by this
Resolution shall be sufficient for any purpose under this Resolution and shall be deemed given
when mailed certified mail, return receipt requested, postage prepaid (except as otherwise
provided in this Resolution), with a copy to the other parties, at the following addresses, or such
other address as may be provided by any party by notice:
Resolution No. 10-146 -11-
To the City:
To the Borrower:
City of St. Louis Park
City Hall
5005 Minnetonka Boulevard
St. Louis Park, Minnesota 55416-2290
Attention: Finance Director
PPL Louisiana Court Limited Partnership
c/o Project for Pride in Living, Inc.
1035 E. Franklin Avenue
Minneapolis, Minnesota 55404
Attention: Director of Housing
2.06. Notices to Bondholders; Waiver. Where this Resolution provides for notice to
Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first- class postage prepaid, to each Bondholder
affected by such event, at the Bondholder's address as it appears on the Bond Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.
In any case where notice to Bondholders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Bondholder shall affect the sufficiency
of such notice with respect to other Bondholders. Notice may also be faxed to a Bondholder
(other than notice of redemption of any Bond) with the same effect as mailed notice if the
Bondholder has provided to the City a fax number to which such notices may be sent, and
confirmation of the transmission of the notice by fax is received.
Where this Resolution provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed
with the City, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.
2.07. Effect of Headings and Table of Contents. The Section headings herein are for
convenience only and shall not affect the construction hereof.
2.08. Successors and Assigns. All covenants and agreements in this Resolution by the
City shall bind its successors, whether so expressed or not.
2.09. Severability Clause. In case any provision in this Resolution or in the Bonds shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
2.10. Construction. This Resolution shall be construed in accordance with the laws of the
State without giving effect to the conflicts -of -laws principles thereof.
2.11. Benefit of Resolution. Nothing in this Resolution or in the Bonds express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder, the
Borrower and the Holders of the Bonds any benefit or other legal or equitable right, remedy or
claim under this Resolution.
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2.12. No Personal Liability. No covenant or agreement contained in the Bonds, in this
Resolution or in the Loan Agreement shall be deemed to be the covenant or agreement of any
official, officer, agent or employee of the City in its individual capacity, and neither the members
of the City Council of the City nor any official executing the Bonds shall be liable personally on
the Bonds or be subject to any personal liability or accountability by reason of the issuance
thereof.
Section 3. Sale of Bonds; Approval of Documents.
3.01. Award to the Original Purchaser and Interest Rates. The proposal of the Original
Purchaser to purchase the Bonds of the City described in the Official Terms of Proposal thereof
is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal
being to purchase the Bonds at a price of $1,738,376.20 (the par amount of the Bonds of
$1,770,000, plus original issue premium of $3,333.35, less underwriter's discount of $34,957.15)
for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2012 3.00% 2027 4.80%
2013 3.00 2028 4.90
2014 3.00 2029 5.00
2015 3.00 2030 5.10
2016 3.00 2031 5.20
2017 3.25 2032 5.25
2018 3.50 2033 5.30
2019 3.75 2034 5.35
2020 4.00 2035 5.40
2021 4.10 2036 5.45
2022 4.25 2037 5.50
2023 4.40 2038 5.50
2024 4.50 2039 5.60
2025 4.60 2040 5.65
2026 4.70
3.02. Purchase Contract. The City Controller is directed to retain the good faith check
of the Original Purchaser, pending completion of the sale of the Bonds, and to return the good
faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute
a contract with the Original Purchaser on behalf of the City.
3.03. Terms and Principal Amounts of the Bonds. The City will forthwith issue and
sell the Bonds in the total principal amount of $1,770,000, originally dated December 29, 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 having Stated Maturities on February 1 in the years and
amounts as follows:
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Resolution No. 10-146 -13-
Year Amount Year Amount
2012 $25,000 2027 $60,000
2013 35,000 2028 60,000
2014 35,000 2029 65,000
2015 35,000 2030 65,000
2016 40,000 2031 70,000
2017 40,000 2032 75,000
2018 40,000 2033 75,000
2019 40,000 2034 80,000
2020 45,000 2035 85,000
2021 45,000 2036 90,000
2022 45,000 2037 95,000
2023 50,000 2038 100,000
2024 50,000 2039 105,000
2025 55,000 2040 110,000
2026 55,000
3.04. Optional Redemption. The City may elect on February 1, 2020 and on any day
thereafter to prepay Bonds due on or after February 1, 2021. 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 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.
3.05. Bond Documents Approved. The Mayor and the City Manager are hereby
authorized to execute (to the extent the City is a party) and deliver the Loan Agreement, the
Master Disbursing Agreement, the Master Subordination Agreement, the Regulatory Agreement
Amendment, the Housing Program, and such other documents as are reasonably necessary in
connection with the issuance, sale, and delivery of the Bonds (together, the "Bond Documents").
All of the provisions of the Bond Documents, when executed and delivered as authorized herein,
shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated
verbatim herein and shall be in full force and effect from the date of execution and delivery
thereof. The Bond Documents shall be substantially in the forms on file with the City, which are
hereby approved, with such variations, omissions, and insertions as the Mayor and the City
Manager, in their discretion, shall approve, and the execution thereof by the Mayor and the City
Manager shall be conclusive evidence of such approval.
Section 4. Registration and Payment.
4.01. 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.
Resolution No. 10-146 -14-
4.02. 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 August 1, 2011,
to the registered owners of record thereof as of the close of business on the fifteenth day
immediately preceding each interest payment date, whether or not such day is a business day.
4.03. 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 (the "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 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 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.
Resolution No. 10-146 -15-
(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 any Bond
destroyed, stolen, or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen, or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen, or lost, and of the ownership thereof, and upon furnishing to the Registrar an
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 pnor to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) not more
than 60 and not fewer 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.
4.04. 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 nght 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 moneys sufficient for the payment of all principal and interest then due.
4.05. Execution, Authentication, and Delivery. The Bonds will be prepared under the
direction of the City Controller 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
Resolution No. 10-146 -16-
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 Controller will
deliver the same to the Original Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Original Purchaser is not
obligated to see to the application of the purchase price.
4.06. 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 5. Form of Bond.
5.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form attached hereto as Exhibit B.
5.02. Approving Legal Opinion. The City Controller is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the
opinion to be printed on or accompany each Bond.
Section 6. Payment; Security; Funds; Pledges and Covenants.
6.01. Initial Deposits to the Funds. On the date of issue of the Bonds, the City shall
deposit the proceeds derived from the sale of the Bonds and other funds of in the following
Funds and accounts:
(a) To the Reserve Fund, an amount equal to the Reserve Requirement (but no less
than $121,105) to be provided from funds transferred from the reserve fund established for the
Series 2000A Bonds;
(b) To the Costs of Issuance Fund, an amount designated by an authorized officer of
the City to be funded from funds (other than proceeds of the Bonds) designated by such
authorized officer; and
(c) To the Refunding Fund: (i) the proceeds of the Bonds in the amount of
$1,738,376.20 (ii) $205,330 transferred from reserve fund established for the Series 2000A
Bonds; (iii) $500,000, representing proceeds of the City Loan; (iv) $500,000, representing a
portion of proceeds of a loan to Borrower made by the Minnesota Housing Finance Agency; (v)
$550,000, representing proceeds of a loan to Borrower made by the Hennepin County Housing
and Redevelopment Authority; and (vi) $120,713.52 representing Borrower equity.
•
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•
Resolution No. 10-146 -17-
6.02. Revenue Fund. (a) A special Fund is hereby established by the City and
designated as the "Revenue Fund." The City shall deposit and credit to the Revenue Fund all
payments received from the Borrower as provided in Article II of the Loan Agreement
(excluding Fee Payments paid pursuant to Section 23 of the Loan Agreement), including
specifically: (i) all payments of Loan Repayments required to be made by the Borrower to the
City pursuant to Section 2.2 of the Loan Agreement; (ii) all prepayments of Loan Repayments
that the Borrower elects to make to the City pursuant to Section 10.1 of the Loan Agreement;
(111) all money paid by the Borrower for deposit in the Repair and Replacement Fund pursuant to
Section 2.4 of the Loan Agreement; (iv) all earnings derived from the investment of funds in any
of the Funds required by the terms of this Resolution to be transferred to the Revenue Fund; (v)
any money or investments transferred to the City by the Borrower with instructions to deposit
and credit such money or investments to the Revenue Fund; and (vi) all earnings derived from
the investment of the foregoing, except as otherwise set forth herein, which other earnings shall
be retained in the respective funds and accounts identified herein.
(b) On the twenty-fifth day of each month, commencing February 25, 2011 the City
shall apply money on deposit in the Revenue Fund to the following uses in the following order of
pnority: (i) to the Bond Fund, one-sixth of the amount necessary to pay the interest on the
Bonds due on the next succeeding Interest Payment Date and one -twelfth of the amount, if any,
necessary to pay principal of the Bonds due on the next succeeding Principal Payment Date;
provided, that on each January 25 and July 25 (commencing July 25, 2011) the City shall deposit
in the Bond Fund the amount necessary, after taking into account the balance in the Bond Fund,
to pay all principal of and interest on the Bonds due on the succeeding Interest Payment Date or
Principal Payment Date; (ii) to the Rebate Fund on January 25 in each year, any amount
calculated by any rebate analyst engaged by the Borrower and the City as required to be
deposited in the Rebate Fund; (iii) to the Reserve Fund, one-sixth of any amount theretofore
transferred from the Reserve Fund to the Bond Fund to pay principal of or interest on the Bonds
and not theretofore repaid to the Reserve Fund; (iv) to the Repair and Replacement Fund, one-
sixth of any amount theretofore transferred from the Repair and Replacement Fund to the Bond
Fund to pay principal of or interest on the Bonds and not theretofore repaid to the Repair and
Replacement Fund; (v) to the Repair and Replacement Fund, the monthly amount then required
to be paid by the Borrower pursuant to Section 2.4 of the Loan Agreement; (vi) to the Reserve
Fund, the amount necessary to restore the balance in the Reserve Fund to the Reserve
Requirement; and (vii) to the Surplus Fund, the remaining money in the Revenue Fund.
(c) If on the twenty-fifth day of any month, the balance in the Revenue Fund is
insufficient to make any of the deposits required by clauses (1) to (vi) of Subsection 6.02(b), the
City shall transfer any money then on hand in the Surplus Fund to the Revenue Fund. Promptly
following such transfer, the City shall notify the Borrower of the date and amount of the transfer.
(d) All income derived from the investment of amounts on hand in the Revenue Fund
shall be credited as received to the Revenue Fund.
6.03. Bond Fund. (a) A special Fund is hereby established by the City and designated as
the "Bond Fund."
(b) The City shall deposit and credit to the Bond Fund: (i) all amounts required to be
deposited therein pursuant to Section 6.02(b)(i) of this Resolution; (ii) all prepayments of Loan
Repayments made by the Borrower to the City pursuant to Section 10.1 of the Loan Agreement
when any Bonds are Outstanding; (iii) all other money required by the terms of this Resolution to
Resolution No. 10-146 -18-
be deposited in the Bond Fund when any Bonds are Outstanding; (iv) while any Bonds are
Outstanding, any money or investments transferred to the City by or on behalf of the Borrower
with instructions to deposit and credit such money or investments to the Bond Fund; and (v) all
earnings derived from the investment of the foregoing, except as otherwise set forth herein,
which other earnings shall be retained in the respective funds and accounts identified herein.
(c) On each Interest Payment Date and each Redemption Date with respect to the Bonds,
the City shall apply money on deposit in the Bond Fund to pay principal of, premium, if any, and
interest on the Bonds then due.
(d) If on any Interest Payment Date the balance in the Bond Fund is not sufficient to pay
the total amount of the principal and premium of and interest on the Bonds then due, the City
shall transfer any money then on hand in the Revenue Fund, the Surplus Fund, the Repair and
Replacement Fund and the Reserve Fund, in the order listed and in an amount equal to such
deficiency, to the Bond Fund and apply the amount so transferred to payment of principal of and
interest on the Bonds then due. Promptly following any such transfer, the City shall notify the
Borrower of the date and amount of the transfer.
(e) All income derived from the investment of amounts on hand in the Bond Fund shall
be credited as received to the Revenue Fund.
(f) When no Bonds remain Outstanding under this Resolution, if amounts remain on
deposit in the Bond Fund, the City shall transfer to the general fund of the City (or other fund
designated by the City) an amount from the Bond Fund equal to the funds of the City previously
deposited in the Bond Fund and not previously reimbursed to the City. Any amounts remaining
on deposit in the Bond Fund (other than amounts held for the payment or redemption of Bonds)
after any transfer to the City shall be transferred to the Borrower.
6.04. Reserve Fund. A special Fund is hereby established by the City and designated as
the "Reserve Fund." The City shall initially credit to the Reserve Fund the money required to be
deposited in the Reserve Fund in accordance with the terms of Section 6.01 hereof. There shall
also be credited to the Reserve Fund the money required to be transferred to the Reserve Fund in
accordance with the terms of Section 6.02(b)(iii) and (vi) hereof. At any time on or after
February 1, 2020, the City may elect to withdraw all or any portion of the money credited to the
Reserve Fund. The determination to withdraw all or any portion of the funds credited to the
Reserve Fund shall be in the sole discretion of the City.
If on any Interest Payment Date, Principal Payment Date or Redemption Date with
respect to the Bonds there is a deficiency in the Bond Fund, for payment of interest, principal, or
premium then due with respect to the Bonds, and the amounts in the Revenue Fund and the
Surplus Fund are not sufficient to eliminate such deficiency, the City shall transfer from the
Reserve Fund to the Bond Fund an amount equal to the lesser of the amount in the Reserve Fund
on such date, or the amount of the remaining deficiency on such date. Promptly following any
such transfer, the City shall notify the Borrower of the date and amount of the transfer.
Amounts on hand in the Reserve Fund shall be invested in Qualified Investments. All
income derived from the investment of amounts on hand in the Reserve Fund shall be transferred
to the Revenue Fund; provided, that no such transfer shall be made which would reduce the
balance in the Reserve Fund below the Reserve Requirement. On February 1 of each year, any
balance in the Reserve Fund in excess of the Reserve Requirement shall be transferred to the
Resolution No. 10-146 -19-
Revenue Fund. In computing the balance in the Reserve Fund, Qualified Investments shall be
valued at face value if purchased at par or at the amortized value if purchased at other than par;
provided that Qualified Investments credited to the Reserve Fund are required to be valued only
on February 1 of each year. For purposes of this Section 6.04, the term "amortized value" means
the value as of any given time obtained by dividing the total premium or discount at which such
a Qualified Investment was purchased by the number of days remaining to maturity on such
obligation at the date of such purchase and by multiplying the amount thus calculated by the
number of days having passed since such purchase and (i) in the case of a Qualified Investment
purchased at a premium, by deducting the product thus obtained from the purchase pnce, and (ii)
in the case of a Qualified Investment purchased at a discount, by adding the product thus
obtained to the purchase price. Valuation of Qualified Investments as of any particular date shall
include the amount of interest earned or accrued to such date.
Amounts in the Reserve Fund, if any, are held for the benefit of the City. Amounts, if
any, remaining in the Reserve Fund upon the payment in full of all Bonds, or the provision for
payment thereof in accordance with the terms of this Resolution, shall be transferred as follows.
Amounts that remain on deposit in the Reserve Fund shall be transferred to the Metropolitan
Council (or in accordance with written directions received from the Metropolitan Council) in
repayment of the Borrower's obligations, in an amount equal to the funds of the Metropolitan
Council previously deposited in the Reserve Fund and not previously reimbursed to the
Metropolitan Council. If any amounts remain on deposit in the Reserve Fund after any transfer
to the Metropolitan Council (or to its order), such amounts shall be transferred to the City.
6.05. Repair and Replacement Fund. A special trust fund is hereby established with the
City and designated as the "Repair and Replacement Fund." There shall be credited to the
Repair and Replacement Fund the amounts required by Section 6.02(b)(iv) and (v) hereof. If the
Borrower has provided all reports and financial statements theretofore due under Section 4.10 of
the Loan Agreement, the City shall apply money in the Repair and Replacement Fund, as
requested in a Borrower Certificate, to the payment of items of maintenance, capital
expenditures, and other costs with respect to the Facility that are approved by the City and, if the
disbursement is more than $5,000, by the Tax Credit Investor. The Borrower Certificate, which
shall be submitted no more frequently than semiannually (or more frequently upon the
occurrence of an emergency or otherwise with the consent of the City), shall identify the
expenditures to be made by nature and amount, shall identify the contractor or other party
making the Improvements, performing the maintenance, or incurring the other costs, as the case
may be, and shall certify that the expenditures are proper expenditures to be made or reimbursed
from the Repair and Replacement Fund. The consent of the City to the request for a
disbursement from the Repair and Replacement Fund shall not be unreasonably withheld or
delayed.
If on any Interest Payment Date, Principal Payment Date or Redemption Date with
respect to the Bonds there is a deficiency in the Bond Fund, for payment of interest, principal, or
premium then due with respect to the Bonds, and the amounts in the Surplus Fund and the
Reserve Fund are not sufficient to eliminate such deficiency, the City shall transfer from the
Repair and Replacement Fund to the Bond Fund an amount equal to the lesser of the amount in
the Repair and Replacement Fund on such date, or the amount of the remaining deficiency on
such date. Promptly following any such transfer, the City shall notify the Borrower of the date
and amount of the transfer.
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Resolution No. 10-146 -20- ,
Investment earnings on amounts held in the Repair and Replacement Fund shall remain
in the Repair and Replacement Fund.
Amounts, if any, remaining in the Repair and Replacement Fund upon the payment in full
of all Bonds, or the provision for payment thereof in accordance with the terms of this
Resolution, shall be transferred: (i) first, to the general fund of the City (or other fund designated
by the City) to the extent of any funds of the City deposited in the Repair and Replacement Fund
and not previously reimbursed to the City; and (ii) second, to the Borrower the remaining funds
in the Repair and Replacement Fund.
6.06. Surplus Fund. (a) A special Fund is hereby established by the City and designated
as the "Surplus Fund." The City shall credit to the Surplus Fund the money required to be
transferred to the Surplus Fund in accordance with the terms of Section 6.02(b)(vii) or any other
provision hereof.
(b) If on any Interest Payment Date, Principal Payment Date or Redemption Date
with respect to the Bonds there is a deficiency in the Bond Fund for payment of interest,
principal, or premium then due with respect to the Bonds, the City shall transfer from the Surplus
Fund to the Bond Fund an amount equal to the lesser of the amount in the Surplus Fund on such
date, or the amount of the remaining deficiency on such date. Promptly following any such
transfer, the City shall notify the Borrower of the date and amount of the transfer.
(c) On May 1 of each year, commencing May 1, 2012, if (i) no Event of Default or
event which, with the passage of time or the giving of notice or both has occurred and is
continuing; (ii) the balance in the Bond Fund is not less than the amount then required to be on
deposit therein; (iii) the balance in the Reserve Fund is not less than the Reserve Requirement;
(iv) the balance in the Repair and Replacement Fund is not less than the total of monthly deposits
to the Repair and Replacement Fund theretofore required under Section 2.4 of the Loan
Agreement less any amounts paid from the Repair and Replacement Fund pursuant to the first
paragraph of Section 6.05; (v) the Borrower has provided all reports and financial statements
theretofore due under Section 4.10 of the Loan Agreement; and (vi) the requirements of Section
4.7(b) of the Loan Agreement are satisfied for the immediately preceding Fiscal Year, the
amount on deposit in the Surplus Fund shall be paid to the Borrower.
(d) Investment earnings on amounts held in the Surplus Fund shall be transferred to the
Revenue Fund.
(e) Amounts, if any, remaining in the Surplus Fund upon the payment in full of all
the Bonds, or the provision for payment thereof in accordance with the terms of this Resolution,
shall be transferred: (i) first, to the general fund of the City (or other fund designated by the
City) to the extent of any funds deposited in any fund or account established under this
Resolution and not previously reimbursed from any other fund or account hereunder; and (ii)
second, to the Borrower the remaining funds in the Surplus Fund.
6.07. Costs of Issuance Fund. A special trust fund is hereby established by the City and
designated as the "Costs of Issuance Fund." The City shall credit to the Costs of Issuance Fund
the amounts specified in Section 6.01, from the sources specified therein. No Costs of Issuance
shall be payable from proceeds of the Bonds other than compensation to the Original Purchaser
in the form of underwriter's discount.
Resolution No. 10-146 -21-
The City shall disburse money from the Costs of Issuance Fund to the Borrower or its
designee to pay Costs of Issuance (or to reimburse the Borrower for any expenditure in payment
of Costs of Issuance) upon receipt by the City of a Borrower Certificate, which shall be in
writing and shall contain the following: (i) a statement of the amount and general nature of each
item of Costs of Issuance certified to have been incurred or paid by and requested to be
reimbursed to the Borrower, or certified to be due and payable and requested to be paid to a
Person other than the Borrower; and (ii) a statement that each item for which payment or
reimbursement is requested is or was necessary in connection with the issuance of the Bonds and
that none of such items has formed the basis for any previous payment from the Costs of
Issuance Fund. If the amount on hand in the Costs of Issuance Fund is insufficient to pay all of
the Costs of Issuance, the Borrower shall provide for the payment of such Costs of Issuance out
of its own funds and such Costs of Issuance shall not be paid or reimbursed from any other
Funds.
Income derived from the investment of amounts on deposit in the Costs of Issuance Fund
shall be credited as received to the Revenue Fund. After payment in full of the Costs of Issuance
and receipt of a Borrower Certificate stating that all Costs of Issuance have been paid, the City
shall transfer any balance then on hand in the Costs of Issuance Fund to the Bond Fund; within
thirty days thereafter the City shall furnish the Borrower a written report as to the amounts
disbursed from the Costs of Issuance Fund, showing the date of each such disbursement and the
Person to whom it was made.
Section 6.08. Refunding Fund. (a) A special Fund is hereby established by the City and
designated as the Refunding Fund. The City shall credit to the Refunding Fund the amounts
specified in Section 6.01, from the sources specified therein. Amounts in the Refunding Fund
shall be disbursed on Februaryl, 2011 to redeem the Series 2000A Bonds maturing in 2012
through 2030 in accordance with paragraph (b) of this Section 6.08. Pending such disbursement,
the money credited to the Refunding Fund shall not be invested.
(b) 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 of the Series 2000A Bonds and is necessary and desirable for the reduction of
debt service cost to the City. It is further found and determined that the proceeds of the Bonds
deposited in the Refunding Fund, together with other funds deposited therein as described in this
Section, will be sufficient to prepay all of the principal of, interest on and redemption premium
(if any) on the Series 2000A Bonds.
(c) The Series 2000A Bonds maturing on February 1, 2012 and thereafter will be
redeemed and prepaid on February 1, 2011. 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 Call for Redemption attached hereto as Exhibit C, which terms and conditions
are hereby approved and incorporated herein by reference. The registrar for the Series 2000A
Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered
holder of the Series 2000A Bonds.
6.09. Rebate Fund. A special fund is hereby established by the City and designated as
the "Rebate Fund." The City shall make information regarding the Bonds and investments
hereunder available to the Borrower, shall make deposits and disbursements from the Rebate
Fund in accordance with the requirements of Section 148 of the Code, shall invest the Rebate
Fund pursuant to the requirements of the tax compliance certificates of the City and the
Borrower, and shall deposit income from such investments immediately upon receipt thereof in
the Rebate Fund.
Resolution No. 10-146 -22-
6.10. Fee Payments. By Section 2.3 of the Loan Agreement, the Borrower has
covenanted to pay directly to the City when due Fee Payments in an amount sufficient to pay the
costs and expenses of the City. Such Fee Payments shall not be treated or considered as pledge
to any Fund for any purpose of this Resolution and the City may on its own behalf enforce such
covenant against the Borrower.
6.11. Investments. (a) Subject to the provisions of any law then in effect to the contrary,
the City shall invest all Trust Money on hand from time to time in Qualified Investments.
Money credited to any Fund maintained hereunder pending disbursement or receipt of proper
investment directions or as directed herein, shall be deposited to and held in an interest bearing
time or demand deposit account, certificates of deposit, bankers acceptances, daily money
market account or other similar banking arrangement established with a commercial bank,
without the pledge of Bonds to or other collateralization of such deposit accounts. Each
Qualified Investment and each other investment acquired by the City shall mature or be
redeemable at the option of the holder no later than five years after the date of investment.
(b) The City shall, without further direction from the Borrower, sell such Qualified
Investments as and when required to make any payment for the purpose for which such
investments are held. Each investment shall be credited to the fund for which it is held, after
payment of any unpaid City's fees, subject to any other provision of this Resolution directing
some other credit, but income on such Qualified Investments shall be held or transferred, as
received, in accordance with this Section 6. The City shall furnish the Borrower, not less than
semiannually, an accounting of all investments.
6.12. General Obligation Pledge; Debt Service Coverage. The Bonds are general
obligations of the City secured by a pledge of the full faith and credit of the City and a pledge of
the taxing power of the City. Principal of, and premium, if any, and interest on the Bonds are
also payable from the revenues derived from the Loan Agreement (reduced to the extent the
Bonds are actually paid out of proceeds of the Bonds and money or investments in the Funds). It
is determined that the estimated collection of the payments under the Loan Agreement will
produce at least five percent in excess of the amount needed to meet when due, the principal and
interest payments on the Bonds, and therefore no tax levy is needed at this time.
6.13. Registration of Resolution. The City Clerk 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 7. Authentication of Transcript.
7.01. City Proceedings and Records. The officers of the City are authorized and
directed to prepare and furnish to the Original 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, will be deemed representations
of the City as to the facts stated therein.
7.02. Certification as to Official Statement. The Mayor, City Manager and City
Controller Manager 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
Resolution No. 10-146 -23-
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 8. Tax Covenant.
8.01. Tax -Exempt Bonds. 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. To that end, the City will comply with all requirements necessary under
the Code to establish and maintain the exclusion from gross income of the interest on the Bonds
under Section 103 of the Code, including without limitation requirements relating to temporary
penods for investments, limitations on amounts invested at a yield greater than the yield on the
Bonds, and the rebate of excess investment earnings to the United States.
8.02. Procedural Requirements. 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 9. Book -Entry System; Limited Obligation of City.
9.01. DTC. 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 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
Registrar in the name of Cede & Co., as nominee of DTC.
9.02. Participants. With respect to Bonds registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee of DTC, the City, the 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 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 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 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
Resolution No. 10-146 -24-
the order of the respective registered owners, as shown in the registration books kept by the
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 Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon delivery by DTC to the City Clerk of a wntten
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Clerk will promptly deliver a copy of the same to the Registrar and Paying
Agent.
9.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket City Letter of Representations (the "Representation Letter") which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or 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 Registrar and Paying Agent, respectively, to be complied with at all
times.
9.04. 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
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.
9.05. 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 pnncipal 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 10. Continuing Disclosure.
10.01. 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..
10.02. 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. 10-146 -25-
Section 11. Defeasance.
11.01. Payment of Indebtedness; Satisfaction and Discharge of the Bonds. The
covenants of the City in this Resolution shall cease to be of further effect (except as to rights of
transfer or exchange of Bonds herein expressly provided for), and the Bonds shall be deemed to
be satisfied and discharged, when: -
(a) either
(i) all Bonds theretofore authenticated and delivered (other than (i) Bonds
which have been destroyed, lost or stolen and which have been replaced as provided in
Section 4.03(h) hereof; and (ii) Bonds for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the City and thereafter repaid to the
City or discharged from such trust) have been cancelled; or
(ii) all such Bonds not theretofore cancelled have been defeased in accordance
with Section 11.02; and
(b) the City has paid or caused to be paid all other sums payable hereunder by the
City ; and
(c) the City has received an Opinion of Counsel stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of the Bonds have been complied
with.
Section 11.02. Defeasance of Bonds. Bonds shall be defeased and shall no longer be
deemed Outstanding (except as to rights of transfer or exchange of Bonds herein expressly
provided for and except for the administrative provisions of this Resolution) when:
(a) Defeasance Obligations, the principal of, premium, if any, and interest on which
when due will, without reinvestment, provide cash at times and in amounts which together with
the cash, if any, deposited with the City at the same time as the Defeasance Obligations are
delivered to the City, shall be sufficient to pay the full amount of principal, premium, if any, and
interest which will become due and payable with respect to such Bonds, on and before their
Stated Maturity or on and before a specified Redemption Date, as the case may be, and if any of
such Bonds are to be redeemed arrangements have been made for giving notice of such
redemption at the expense of the Borrower in the manner provided by Section 4.03(i) hereof; and
(b) an opinion of Bond Counsel to the effect that the deposit described in subsection
(a) will not adversely affect the exemption from federal income taxation of interest on any Bond;
and
(c) if any Bonds are defeased more than 90 days before their Stated Maturity or
Redemption Date, a report of an Independent Accountant verifying the mathematical sufficiency
of the proceeds of the Defeasance Obligations and any cash delivered to the City as described in
subsection (a), to pay the entire amount of principal, premium, if any, and interest on the Bonds
to be defeased on and before their Stated Maturity or Redemption Date, as the case may be; and
Resolution No. 10-146 -26-
(d) an Opinion of Counsel to the effect that all conditions precedent provided for
herein relating to the defeasance of such Bonds have been complied with.
Section 11.03. Application of Deposited Money. All money, obligations and income
thereon deposited with the City pursuant to Section 11.02 shall constitute a special trust fund for
the benefit of the Persons entitled thereto, and shall be applied by the City to the payment (either
directly or through a Paying Agent), to the Persons entitled thereto, of the principal, premium, if
any, and interest for payment of which such money or obligation were deposited with the City.
All money, obligations, and income thereon deposited with the City pursuant to Section 11.02
for the purpose of paying the principal, premium, if any, and interest on the Bonds shall be
applied by the City solely for such purpose. If the City is unable to apply any funds held in
escrow pending payment of any Bonds in accordance with this Section 11 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining, or otherwise prohibiting such application, the City's obligations under this
Resolution and the Bonds shall be revived and reinstated as though no deposit had occurred until
such time as the City is permitted to apply all such money to the payment of Bonds in
accordance with this Section 11; provided, however, that if the City has made any payment of
principal of, premium, if any, or interest on any Bonds because of the reinstatement of its
obligations, the City shall be subrogated to the rights of the Holders of such Bonds to receive
such payments from the securities held by the City.
Section 11.04. Final Disposition of Money. Upon the satisfaction and discharge of the
Bonds and the satisfaction of any and all other claims against the City and the Borrower pursuant
to the terms of this Resolution, any money remaining in any fund or account created under this
Resolution and not required for the payment of any Bond shall be transferred: (i) first, to the
general fund of the City (or other fund designated by the City) to the extent of any funds
deposited in any fund or account established under this Resolution and not previously
reimbursed from any other fund or account hereunder; and (ii) second, to the Borrower.
Section 12. Amendment of Documents.
12.01. Amendment to Loan Agreement, Mortgage, and Collateral Documents Without
Consent of Bondholders. Without the consent of the Holders of any Bonds, the City, at any time
and from time to time, may agree to one or more amendments or supplements to the Loan
Agreement, the Mortgage or any Collateral Document, in form satisfactory to the City, for any
purpose.
12.02. Supplemental Resolutions Without Consent of Bondholders. Without the consent
of the Holders of any Bonds, the City, at any time and from time to time, may adopt one or more
resolutions supplemental hereto for any purpose except to change the Stated Maturity of the
principal of, or any Interest Payment Date of, any Bond, or reduce the principal amount thereof
or the interest thereon or any premium payable upon the redemption thereof, or change the coin
or currency in which any Bond or the premium or interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date).
12.03. Effect of Supplemental Resolutions. Upon the execution of any Supplemental
Resolution under this Section 12, this Resolution shall be modified in accordance therewith, and
such Supplemental Resolution shall form a part of this Resolution for all purposes and every
Resolution No. 10-146
-27-
older • f Bonds theretofore or thereafter authenticated and delivered hereunder shall be bound
hereby.
ReviQ e• for ' dministration:
A it
w//I'1
City aa'ag:V
Attest:
City Clerk
Adopted by the City Council December 6, 2010
/n
Mayor ,
Resolution No. 10-146 -28-
The motion for the adoption of the foregoing resolution was duly seconded by Member Santa,
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same•
whereupon the resolution was declared duly passed and adopted.
Resolution No. 10-146
-29-
EXHIBIT A
PROPOSALS
Resolution No. 10-146
-30-
EXHIBIT B
Form of Series 2010C Bond
NOTICE: Unless this certificate is presented by an authonzed representative of
The Depository Trust Company to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL so long as the registered owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK, MINNESOTA
General Obligation Refunding Bond
(Louisiana Court Project)
Series 2010C
No RA- $
DATE OF
MATURITY DATE INTEREST RATE ORIGINAL ISSUE CUSIP
February 1, 20_
REGISTERED
HOLDER
PRINCIPAL
AMOUNT:
CEDE & CO.
% December 29, 2010
FOR VALUE RECEIVED, the City of St Louis Park, Minnesota, a home rule city and political
subdivision organized and existing under its Charter and the Constitution and laws of the State of
Minnesota (herein called the "Issuer"), hereby promises to pay to the registered holder named above, or
registered assigns, upon surrender hereof at the principal office of Bond Trust Services Corporation,
Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, from the
source and in the manner hereinafter provided, on the Matunty Date specified above, the principal
amount specified above and to pay interest thereon from the Date of Onginal Issue specified above, or
from the most recent date to which interest has been paid or duly provided for, payable on February 1 and
August 1 in each year, commencing August 1, 2011, from the source and m the manner hereinafter
provided, until such principal amount is paid or duly provided for at the rate per annum specified above,
and at the same rate (to the extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest, all except as the provisions below with respect to redemption of this Bond
may become applicable hereto Payment of the principal of, premium, if any, and interest on this Bond
shall be made in any coin or currency of the United States of America which at the time of payment is
legal tender for payment of public and private debts. Interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date, will be paid by check or draft to the person in whose name
Resolution No. 10-146 -31-
this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the
calendar month immediately preceding such Interest Payment Date. Upon notice to the Issuer delivered
not less than fifteen days before an Interest Payment Date, accompanied by proper wire transfer
instructions and payment of any fees imposed by the Issuer, any Holder as of the relevant Record Date
may elect to be paid the interest on such Bonds payable on the Interest Payment Date by Federal Reserve
System wire transfer m immediately available funds to any bank in the United States specified by such
Holder which is a member of the Federal Reserve System. Any such interest not so punctually paid or
duly provided for shall be paid by check or draft to the person in whose name this Bond is registered at
the close of business on a special record date fixed by the Issuer.
This Bond is one of a duly authonzed issue of Bonds of the Issuer in the aggregate principal
amount of $1,770,000 designated as "General Obligation Refunding Bonds (Louisiana Court Project),
Senes 2010C" (the "Senes 2010C Bonds"), issued under and secured by a resolution adopted by the City
Council of the Issuer on December 6, 2010 (the "Resolution"). Reference is hereby made to the
Resolution and all resolutions supplemental thereto, for a description of the nature and extent of the
security, the respective nghts thereunder of the Holders of the Bonds and the Issuer and the terms upon
which the Bonds are issued and are to be authenticated and delivered
The Bonds are issued for the purpose of making a loan (the "Loan") of the proceeds thereof to
PPL Louisiana Court Limited Partnership, a Minnesota luruted partnership (the `Borrower"), under a
Loan Agreement, dated as of December 1, 2010 (the "Loan Agreement"), between the Issuer and the
Borrower, to prepay the Borrower's obligations under the Loan Agreement between the Issuer and
Borrower dated May 1, 2010 (the "Pnor Loan Agreement") and redeem the outstanding pnncipal amount
of the Issuer's $4,505,000 General Obligation Bonds (Louisiana Court Project), Senes 2000A (the
"Refunded Bonds"), the proceeds of which Refunded Bonds financed a portion of the costs of the
acquisition and renovation of a multifamily housing development (the "Facility"). By the Loan
Agreement, the Borrower has agreed to repay the Loan, together with interest thereon, in amounts and at
times sufficient to pay the pnncipal of, premium, if any, and interest on the Bonds as the same shall
become due and payable By a Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing, dated as of December 1, 2010 (the "Mortgage"), the Borrower will grant to the Issuer a
mortgage hen on the real property comprsing the Facility and a security interest in the tangible personal
property located therein (the "Mortgaged Property"). Reference is hereby made to the Loan Agreement
and the Mortgage for a descnption of the agreements and covenants contained therein and a descnption of
the Mortgaged Property. The Issuer has, for the benefit of the Holders of the Bonds, pledged and granted
to the Holders a security interest in the Issuer's interest in the Loan Repayments to be made under the
Loan Agreement.
The Bonds are issued pursuant to and in full compliance with the Charter of the Issuer and the
Constitution and laws of the State of Minnesota, and pursuant to the Resolution. The Bonds are issued in
conformity with the provisions, restrictions, and limitations of the Charter of the Issuer and certain
applicable provisions of Minnesota Statutes. The Bonds are general obligations of the Issuer and the
taxing power of the Issuer is pledged to the payment of the Bonds and the interest thereon. Principal of,
premium, if any, and interest on the Bonds are also payable out of the revenues derived from the Loan
Agreement (other than to the extent payable out of proceeds of the Bonds, amounts in the Reserve Fund
and other funds established under the Resolution, the net proceeds of insurance claims or condemnation
awards or the disposition of the Mortgaged Property). The State of Minnesota and the County of
Hennepin shall not m any event be liable for the payment of the pnncipal of, premium, if any, or interest
on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever that
may be undertaken by the Issuer. Neither the Bonds nor any of the agreements or obligations of the
Issuer relating thereto shall be construed to constitute an indebtedness of the State of Minnesota or the
County of Hennepin within the meaning of any constitutional or statutory provisions whatsoever, nor
constitute or give rise to a pecuniary liability or be a charge against the general credit or taxing powers of
the State of Minnesota or the County of Hennepin.
Resolution No. 10-146 -32-
The Bonds of each Series are subject to optional [and mandatory sinking fund] redemption in
accordance with the terms of the Resolution.
Notice of redemption shall be published, if required by applicable law, and mailed at least thirty
days before the redemption date to each Holder of Bonds to he redeemed; but no defect in or failure to
give such notice of redemption shall affect the validity of proceedings for redemption of any Bond not
affected thereby. All Bonds so called for redemption will cease to bear interest on the specified
redemption date, provided funds for their redemption have been duly deposited, and, except for the
purpose of payment, shall no longer be deemed Outstanding under the provisions of the Resolution.
As provided in the Resolution and subject to certain limitations therein set forth, this Bond is
transferable on the Bond Register upon surrender of this Bond for transfer to the Registrar duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed
by, the Holder hereof or the Holder's attorney duly authorized m writing, and thereupon one or more new
Bonds of the same series, of authorized denominations, for the same aggregate principal amount and of
the same Stated Maturity and interest rate will be issued to the designated transferee or transferees.
The Issuer and the Registrar may treat the person m whose name this Bond is registered as the
absolute owner hereof for all purposes whether or not this Bond is overdue, and neither the Issuer, nor any
such agent, shall be affected by notice to the contrary.
It is hereby certified and recited that all conditions, acts and things required to exist, happen and
be performed precedent to or in the issuance of this Bond and the issue of which it is a part, do exist, have
happened and have been performed in regular and due form as required by law.
Unless the certificate of authentication hereon has been executed by the authenticating agent by
manual signature, this Bond shall not be entitled to any benefit under the Resolution or be valid or
obligatory for any purpose.
(The remainder of this page is intentionally left blank.)
Resolution No. 10-146 -33-
IN WITNESS WHEREOF, the Issuer has caused this Bond to be duly executed by its duly
authorized officers.
CITY OF ST. LOUIS PARK, MINNESOTA
Mayor
City Clerk -Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Senes 2010C Bonds referred to in the within mentioned Resolution.
Dated: , 2010
as Authenticating Agent
By
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscnption on the face of this Bond, shall be
construed as though they were written out in full according to the applicable laws or regulations:
TEN COM -- as tenants m common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants
with nght of
survivorship and
not as tenants in
common
UTMA Custodian
(Cust) (Minor)
Under Uniform Transfers to
Minors Act
(State)
Additional abbreviations may also be used although not in the above list.
Resolution No. 10-146 -34-
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably constitute
and appoint attorney, to transfer the within Bond on the books
kept for registration thereof, with full power of substitution in the premises.
Dated.
PLEASE INSERT SOCIAL SECURITY NOTICE: The signature to this
OR OTHER IDENTIFYING NUMBER OF assignment must correspond with the
ASSIGNEE name as it appears upon the face of the
within Bond in every particular, without
SIGNATURE GUARANTEE alteration or enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Issuer, which
requirements include membership or
participation in STAMP or such other
"signature guaranty program" as may be
determined by the Issuer in addition to or m
substitution for STAMP, all m accordance
with the Securities Exchange Act of 1934,
as amended.
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
Signature of
Registered Owner Officer of Registrar
[Cede & Co.
Federal ID #13-2555119]
Resolution No. 10-146
-35-
EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
$4,505,000
GENERAL OBLIGATION BONDS
(LOUISIANA COURT PROJECT)
SERIES 2000A
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
February 1, 2011
all outstanding bonds of the City designated as General Obligation Bonds (Louisiana Court Project)
Series 2000A, dated May 1, 2000, having stated maturity dates of February 1 in the years 2012 through
2030, both inclusive, totaling $3,665,000 in pnncipal amount, and with the following CUSIP numbers:
Year of Maturity
* Term Bonds
Amount CUSIP
2012 $110,000 791740 QA4
2013 115,000 791740 QB2
2014 125,000 791740 QC0
2015 130,000 791740 QD8
2016 140,000 791740 QE6
2017 145,000 791740 QF3
2018 155,000 791740 QG1
2019 165,000 791740 QH9
2020 175,000 791740 QJ5
2025* 1,030,000 791740 GP 1
2030* 1,375,000 791740 QUO
The bonds are being called at a price of par plus accrued interest to February 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 Controller of the City of St Louis Park,
Minnesota, on or before February 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 m the Redemption Notice or on any Bond. It is
included solely for convenience of the Holders.
Dated. December 6, 2010.
Resolution No. 10-146 -36-
0 BY ORDER OF THE CITY COUNCIL
By /s/ City Clerk
City Clerk
City of St. Louis Park, Minnesota
Resolution No. 10-146 -37-
STATE OF MINNESOTA )
) SS
COUNTY OF HENNEPIN )
I, the undersigned, being the duly qualified and acting City Clerk of the City of St. Louis Park,
Minnesota (the "City"), 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 December 6, 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 the City's General Obligation Refunding Bonds
(Louisiana Court Project), Senes 2010C, in an aggregate principal amount of $1,770,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of December, 2010.
City Clerk
City of St. Louis Park, Minnesota
(SEAL)