HomeMy WebLinkAbout10-147 - ADMIN Resolution - City Council - 2010/12/06RESOLUTION NO. 10-147
A RESOLUTION AWARDING THE SALE OF $13,025,000
TAXABLE GENERAL OBLIGATION BONDS, SERIES 2010D
(BUILD AMERICA BONDS — DIRECT PAY)
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of St. Louis Park, Hennepin
County, Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. It is determined that:
(a) the City engineer has determined a need to finance two new fire stations to be
located in the City (the "Project").
(b) the City is authorized by Minnesota Statutes, Section 475 (the "Act") and its
home rule charter to finance all or a portion of the cost of the Project by the issuance of general
obligation bonds of the City. The project costs are as follows:
Project Designation & Descnption: Total Project Cost
Fire Stations
Deposit to Project Construction Fund
Deposit to Capitalized Interest Fund
Total Underwriter's Discount (0.531 %)
Costs of Issuance
$12,500,063.00
387,627.78
69,223.32
77,002.00
Total Issue:* $13,033,916.10
* Includes par amount of $13,025,000, plus net reoffenng premium of $8,916.10.
(c) it is necessary and expedient to the sound financial management of the affairs of
the City to issue $13,025,000 Taxable General Obligation Bonds, Series 2010D (the "Bonds")
pursuant to the Act to provide financing for the Project.
1.02. Award to the Purchaser and Interest Rates. The proposal of Baird, Milwaukee,
Wisconsin (the "Purchaser") to purchase $13,025,000 Taxable General Obligation Bonds, Series
2010D (Build America Bonds — Direct Pay) (the "Bonds") of the City described in the Terms of
Proposal thereof is hereby found and determined to be a reasonable offer and is hereby accepted,
the proposal being to purchase the Bonds at a price of $12,964,692.78, for Bonds bearing interest
as follows:
Resolution No. 10-147 -2-
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2013 1.250% 2019 3.625%
2014 1.625% 2020 4.000%
2015 2.250% 2021 4.100%
2016 2.625% 2022 4.250%
2017 3.000% 2023 4.375%
2018 3.300% 2032* 5.150%
* Term Bonds
True interest cost: 3.0814425%
1.03. Purchase Contract. The sum of $102,505.28 being the amount proposed by the
Purchaser in excess of $12,862,187.50 shall be credited to the Construction Fund under Section
4.01 hereof. The City Controller is directed to retain the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of the
unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell
the Bonds pursuant to Minnesota Statutes, Chapter 475 (the "Act") in the total principal amount
of $13,025,000, 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
maturing serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
2013 $525,000 2019 $575,000
2014 530,000 2020 590,000
2015 535,000 2021 605,000
2016 545,000 2022 620,000
2017 550,000 2023 635,000
2018 565,000 2032* 6,750,000
* Term Bonds
1.05. 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 (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Resolution No. 10-147 -3-
1.06. Extraordinary Redemption: At the option of the City, the Bonds are also subject
to extraordinary redemption in whole, but not in part, at a redemption price equal to par plus
accrued interest to the redemption date, upon or on any date after the occurrence of a
Determination of Ineligibility. A "Determination of Ineligibility" means (i) the enactment of
legislation or the adoption of final regulations or a final decision, ruling or technical advice by
any federal judicial or administrative authority which would have the effect of deeming,
determining or rendering the Series 2010D Bonds not qualified for treatment as qualified build
America bonds under Section 54AA of the Internal Revenue Code of 1986, as amended (the
"Code"); (ii) the federal government discontinues the build America bonds direct payment
program with retroactive applicability to bonds issued prior to the date of such discontinuance
(including the Series 2010D Bonds); or (iii) the receipt by the City of a wntten opinion of
nationally recognized bond counsel selected by the City to the effect that the Series 2010D
Bonds are not qualified build America bonds under Section 54AA of the Code.
1.07. Mandatory Redemption. The Term Bonds are subject to mandatory sinking fund
redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund
installment dates and in the principal amounts as follows:
Sinking Fund Installment Date Pnncipal Amount
February 1,
2032 Term Bonds
2024 $655,000
2025 675,000
2026 700,000
2027 725,000
2028 745,000
2029 770,000
2030 800,000
2031 825,000
2032 (maturity) 855,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest.
1.08. Irrevocable Election to Issue Build America Bonds. In accordance with the
American Recovery and Reinvestment Act, of 2009, Pub. L. No. 111-5, 123 Stat. 115 (2009), the
City hereby irrevocably elects to have Section 54AA of the Internal Revenue Code of 1986, as
amended, apply to the Bonds, and to issue the Bonds as Build America Bonds (direct pay
option).
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
Resolution No. 10-147 -4-
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2011,
to the registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until that
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
•
Resolution No. 10-147 -5-
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided
that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City Controller must
transmit to the Registrar monies sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that those signatures may be printed, engraved or lithographed
facsimiles of the onginals. If an officer whose signature or a facsimile of whose signature
appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had
Resolution No. 10-147 -6-
remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this Resolution unless and
until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on a
Bond is conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been so prepared, executed and authenticated, the City Manager will
deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form as attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the
proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and to cause the opinion to be printed on or
accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the Taxable General
Obligation Bonds, Series 2010D (Build America Bonds — Direct Pay) Debt Service Fund (the
"Debt Service Fund") hereby created, and the proceeds of ad valorem taxes hereinafter levied
(the "Taxes") are hereby pledged to the Debt Service Fund. If a payment of principal or interest
on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay
the same, the City Controller is directed to pay such principal or interest from the general fund of
the City, and the general fund will be reimbursed for those advances out of the proceeds of Taxes
when collected. There is hereby also appropriated to the Debt Service Fund all capitalized
interest financed from Bond proceeds.
(b) Construction Fund. The proceeds of the Bonds, less the appropriations made in
paragraph (a) and proceeds in the amount of $77,002 allocated to the payment of costs of
issuance of the Bonds, will be deposited in a Project Construction Fund (the "Construction
Fund") to be used solely to defray capital costs of the Project.
4.02. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax (the "Taxes") upon all of the
taxable property in the City, which will be spread upon the tax rolls and collected with and as
part of other general taxes of the City. The taxes will be credited to the Debt Service Fund above
provided and will be in the years and amounts as follows (year stated being year of collection:
Resolution No. 10-147 -7-
Year Levy
(See EXHIBIT C)
4.03. Certification to Taxpayer Services Division Manager as to Debt Service Fund
Amount. It is hereby determined that the estimated collections of the foregoing Taxes will
produce at least five percent in excess of the amount needed to meet when due the principal and
interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the
Bonds are paid, provided that at the time the City makes its annual tax levies the City Manager
may certify to the Taxpayer Services Division Manager of Hennepin County the amount
available in the Debt Service Fund to pay principal and interest due during the ensuing year, and
the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such
year by the amount so certified.
4.04. Taxpayer Services Division Manager Certificate as to Registration. The City
Manager is authorized and directed to file a certified copy of this resolution with the Taxpayer
Services Division Manager of Hennepin County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to
show the facts within their knowledge or as shown by the books and records in their custody and
under their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, may be deemed representations of the City as to the facts
stated therein.
5.02. Certification as to Official Statement. The Mayor, City Manager and Controller
are authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the
facts and representations made therein as of the date of the Official Statement.
Section 6. Book -Entry System; Limited Obligation of City.
6.01. 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 Bond Registrar in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as
provided in this section, all of the outstanding Bonds will be registered in the registration books
kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC.
Resolution No. 10-147 -8-
6.02. Participants. With respect to Bonds registered in the registration books kept by
the Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar
and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Bonds as securities depository
(the "Participants") or to any other person on behalf of which a Participant holds an interest in
the Bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Bond Registrar) of
any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
any Participant or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar
and the Paying Agent may treat and consider the person in whose name each Bond is registered
in the registration books kept by the Bond Registrar as the holder and absolute owner of such
Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or
on the order of the respective registered owners, as shown in the registration books kept by the
Bond Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
the City's obligations with respect to payment of principal of, premium, if any, or interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated
Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of
a written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt
of such a notice, the City Manager will promptly deliver a copy of the same to the Bond
Registrar and Paying Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
6.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the Bond
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
Resolution No. 10-147 -9-
6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 7. Continuing Disclosure.
7.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution,
failure of the City to comply with the Continuing Disclosure Certificate is not to be considered
an event of default with respect to the Bonds; however, any Bondholder may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City to comply with its obligations under this section.
7.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and
City Manager and dated the date of issuance and delivery of the Bonds, as originally executed
and as it may be amended from time to time in accordance with the terms thereof.
Section 8. Defeasance.
8.01. Pledges, Covenants, and Other Rights to Cease. When all Bonds and all interest
thereon, have been discharged as provided in this section, all pledges, covenants and other rights
granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full
faith and credit of the City for the prompt and full payment of the principal of and interest on the
Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any
date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof
in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing
with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of
such deposit.
(The remainder of this page is intentionally left blank)
tion No. 10-147 -10-
Revi
Administration:
City'a
Attest:
Adopted -by the City Council December 6, 2010
Mayor/
•
Resolution No. 10-147 -11-
The motion for the adoption of the foregoing resolution was duly seconded by Member
Finkelstein, and upon vote being taken thereon, the following voted in favor thereof: Jeff Jacobs,
Julia Ross, Phil Finkelstein, Sue Santa, Susan Sanger, Paul Omodt and Anne Mavity
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
Resolution No. 10-147 -12-
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
CITY OF ST. LOUIS PARK )
I, the undersigned, being the duly qualified and acting City Clerk of the City of St. Louis
Park, Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a regular meeting of the City Council of the City held on
Monday, 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
$13,025,000 Taxable General Obligation Bonds, Series 2010D (Build America Bonds — Direct
Pay) of the City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of , 2010.
City Clerk
St. Louis Park, Minnesota
(SEAL)
Resolution No. 10-147 -13-
STATE OF MINNESOTA
COUNTY OF HENNEPIN
TAXPAYER SERVICES DIVISION MANAGER'S
CERTIFICATE AS TO
TAX LEVY AND
REGISTRATION
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota,
hereby certify that a certified copy of a resolution adopted by the governing body of the City of
St. Louis Park, Minnesota, on Monday, December 6, 2010, levying taxes for the payment of
$13,025,000 Taxable General Obligation Bonds, Series 2010D (Build America Bonds — Direct
Pay), of said municipality dated December 29, 2010, has been filed in my office and said bonds
have been entered on the register of obligations in my office and that such tax has been levied as
required by law.
WITNESS My hand and official seal this day of , 2010.
(SEAL)
Taxpayer Services Division Manager
Hennepin County, Minnesota
Deputy
Resolution No. 10-147
-14-
EXHIBIT A
PROPOSALS
BID TABULATION
$13,140,000* Taxable General Obligation Bonds, Series 2010D (Build America Bonds - Direct Pay)
CITY OF ST. LOUIS PARK, MINNESOTA
SALE: December 6, 2010
AWARD: BAIRD
RATING: Standard & Poor's Credit Markets "AAA" BBI: 4 65%
NET TRUE ADJUSTED BAB
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST NET TIC
(February 1) YIELD COST RATE INTEREST
BAIRD 2013 1 250% 1 100% 513,079,228 20 57,768,258 44 4 6898% 55,070,638 11 3 078%
Milwaukee, Wisconsin 2014 1 625% 1 600%
Coastal Securlhes 2015 2 250% 2.200%
C L. King & Associates 2016 2 625% 2 550%
SAMCO Capital Mkts 2017 3 000% 3 000%
Davenport & Co L L 2018 3 300% 3 300%
Loop Capital Markets 2019 3 625% 3 600%
Duncan -Williams, Inc 2020 4 000% 3 900%
Kildare Capital Markets 2021 4 100% 4 100%
Crews & Associates, 2022 4250% 4 250%
Edward 0 Jones & Co 2023 4 375% 4 400%
Vin Sparks 2024' 5150% 5 150%
Jackson Secunhes, 2025' 5 150% 5 150%
FTN Financial Capital 2026' 5 150% 5.150%
NW Capital Markets 2027' 5 150% 5.150%
Country pub Bank 2028' 5 150% 5 150%
Wedbush Securities 2029* 5 150% 5.150%
Cronin & Co , Inc 2030' 5150% 5 150%
Wells Fargo Advisors 2031' 5 150% 5150%
2032* 5150% 5150%
*Subsequent to bid opening the issue size was decreased to 513,025,000.
Adjusted Pnce - 512,964,692 78
Adjusted Net Interest Cost - 57,734,190 24
Adjusted TIC - 4 6952%
16,760,000 Term Bond due 2032 with mandatory redemption in 2024-2031
0 EEADERS IN PUBUC FINANCE
EHLERS
www.ehiers-inc.com
Minnesota phone 651-697-8500 3060 Centre Pante Dnve
Offices also in Wisconsin and IUinols fax 651-897.8555 Rosevdie, MN 55113.1122
•
•
Resolution No. 10-147 -15-
$13,140,000 Taxable General Obligation Bonds, Series 2010D (Build America Bonds - Direct Pay) Page 2
City of St Louis Park, Minnesota
NET TRUE ADJUSTED BAB
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST NET TIC
(February 1) YIELD COST RATE INTEREST
MORGAN KEEGAN & CO , 2013 1200% $13,048,23250 $7,805,798 29 4 7197% 3 104%
INC 2014 1 650%
Memphis, Tennessee 2015 2.150%
2016 2 600%
2017 2 950%
2018 3 300%
2019 3 700%
2020 3 900%
2021 4 100%
2022 4 300%
2023 4 500%
2024 5150%
2025 5150%
2026 5150%
2027 5150%
2028 5150%
2029 5150%
2030 5150%
2031 5150%
2032 5150%
NORTHLAND 2013 1 400% S13,022,944 40 $7,848,405.31 4 7434% 3 126%
SECURITIES, INC 2014 1 850%
Minneapolis, Minnesota 2015 1 950%
2016 2 500%
2017 2 900%
2018 3 400%
2019 3 850%
2020 4 000%
2021 4 100%
2022 4 300%
2023 4 500%
2024 4.600%
2025 4 750%
2026 4 900%
2027 5.050%
2028 5100%
2029 5 200%
2030 5 300%
2031 5 400%
2032 5 500%
Resolution No. 10-147 -16-
$13.140,000 Taxable General Obligation Bonds, Series 2010D (Build America Bonds - Direct Pay) Page 3
City of St. Louis Park, Minnesota
NET TRUE ADJUSTED BAB
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST NET TIC
(February 1) YIELD COST RATE INTEREST
PIPER JAFFRAY & CO 2013 1 500%
Minneapolis, Minnesota 2014 2 000%
2015 2.500%
2016 2 750%
2017 3 150%
2018 3.500%
2019 3.750%
2020 4 000%
2021 4 500%
2022 4 500%
2023 4.500%
2024 5150%
2025 5150%
2026 5.150%
2027 5150%
2028 5150%
2029 5 150%
2030 5150%
2031 5 150%
2032 5150%
BMO CAPITAL MARKETS 2013 1 500%
GKST INC 2014 1 950%
Chicago, Winos 2015 2 450%
2016 2 900%
2017 3150%
2018 3 750%
2019 4 000%
2020 4250%
2021 4250%
2022 4 750%
2023 4.750%
2024 4.750%
2025 4 750%
2026 5 000%
2027 5 000%
2028 5250%
2029 5 250%
2030 5 500%
2031 5.500%
2032 5 500%
$13,068,591 25 $7,868,075 81 4 7605% 3 124%
$13,083,304 64 58,007,88426 4 8330% 3 170%
Resolution No. 10-147 -17-
$13,140,000 Taxable General Obligation Bonds, Series 2010D (Build America Bonds - Direct Pay) Page 4
City of St. Louis Park, Minnesota
NET TRUE ADJUSTED BAB
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST NET TIC
(February 1) YIELD COST RATE INTEREST
STERNE, AGEE & LEACH, 2013 1200% $13,004,340 00 $8,258,280 58 4 9776% 3 287%
INC 2014 1 600%
Birmingham, Alabama 2015 2 000%
2016 2 400%
2017 2 800%
2018 3 200%
2019 3 600%
2020 4 000%
2021 4200%
2022 4 400%
2023 4 600%
2024 4 800%
2025 5 000%
2026 5 200%
2027 5 400%
2028 5 500%
2029 5 600%
2030 5 700%
2031 5 800%
2032 5 800%
Resolution No. 10-147 -18-
EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
TAXABLE GENERAL OBLIGATION BOND, SERIES 2010D
(BUILD AMERICA BONDS — DIRECT PAY)
Date of
Rate Matunty Original Issue
February 1, 20_ December 29, 2010
Registered Owner: Cede & Co.
CUSIP
The City of St. Louis Park, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and
for value received hereby promises to pay to the Registered Owner specified above or registered
assigns, the principal sum of $ on the matunty date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable February 1 and August 1
in each year, commencing August 1, 2011, to the person in whose name this Bond is registered at
the close of business on the fifteenth day (whether or not a business day) of the immediately
preceding month. The interest hereon and, upon presentation and surrender hereof, the principal
hereof are payable in lawful money of the United States of America by check or draft by Bond
Trust Services Corporation, Roseville, Minnesota, as Bond Registrar, Paying Agent, Transfer
Agent and Authenticating Agent, or its designated successor under the Resolution descnbed
herein. For the prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
The City may elect on 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 Depository Trust Company ("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.
Resolution No. 10-147 -19-
The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in
the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1,
2032 Term Bonds
2024 $655,000
2025 675,000
2026 700,000
2027 725,000
2028 745,000
2029 770,000
2030 800,000
2031 825,000
2032 (maturity) 855,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest.
At the option of the City, the Bonds are also subject to extraordinary redemption in
whole, but not in part, at a redemption price equal to par plus accrued interest to the redemption
date, upon or on any date after the occurrence of a Determination of Ineligibility. A
"Determination of Ineligibility" means (i) the enactment of legislation or the adoption of final
regulations or a final decision, ruling or technical advice by any federal judicial or administrative
authority which would have the effect of deeming, determining or rendering the Series 2010D
Bonds not qualified for treatment as qualified build America bonds under Section 54AA of the
Internal Revenue Code of 1986, as amended (the "Code"); (ii) the federal government
discontinues the build America bonds direct payment program with retroactive applicability to
bonds issued prior to the date of such discontinuance (including the Series 2010D Bonds); or (iii)
the receipt by the City of a written opinion of nationally recognized bond counsel selected by the
City to the effect that the Series 2010D Bonds are not qualified build America bonds under
Section 54AA of the Code.
This Bond is one of an issue in the aggregate principal amount of $13,025,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on December 6, 2010
(the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be
incurred in the construction of two fire stations, pursuant to and in full conformity with the home
rule charter of the City and the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Chapter 475, and the principal hereof and interest hereon are payable from
ad valorem taxes as set forth in the Resolution to which reference is made for a full statement of
rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged
for payment of this Bond and the City Council has obligated itself to levy additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which
additional taxes may be levied without limitation as to rate or amount. The Bonds of this senes
are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple
thereof of single maturities.
Resolution No. 10-147 -20-
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Bond in order to make it a valid and binding general obligation of the City
in accordance with its terms, have been done, do exist, have happened and have been performed
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Bond Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated:
Resolution No. 10-147 -21-
CITY OF ST. LOUIS PARK, MINNESOTA
(Facsimile) (Facsimile)
City Manager Mayor
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
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES COPRORATION
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will
be constructed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
Resolution No. 10-147 -22-
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Secunties Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Resolution No. 10-147 -23-
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
Resolution No. 10-147 -24-
Tax Levy Calculation For:
City of St. Louis Park, Minnesota
EXHIBIT C
TAX LEVY SCHEDULE
$13,025,000 Taxable General Obligation Bonds, Series 2010D (Budd Amenca Bonds - Direct Pay)
Dated Date: 12/29/2010
Less
Levy Collect Pay Total Federal Funds P 8 I Net
Year Year Year P 8 I Rebate Available (1) x 105% Levy
2010 / 2011 / 2012 596,350 42 208,722 64 387,627 78 0 00 0 DO
2011 / 2012 / 2013 1,072,668 76 191,684 06 925,033 94 925,033 94
2012 / 2013 1 2014 1,071,106 26 189,38718 925,805 03 925,805 03
2013 / 2014 / 2015 1,067,493 76 186,372 80 925,177 01 925,177 01
2014 / 2015 / 2016 1,065,45626 182,15968 927,46141 927,46141
2015 / 2016 1 2017 1,056,150 00 177,152 50 922.947 38 922,947 38
2016 / 2017 / 2018 1.054,650 00 171,377 50 927,43613 927,436 13
2017 / 2018 / 2019 1,046,005 00 164,851 74 925,210.92 925,210 92
2018 / 2019 / 2020 1,040,16126 157,556 42 926,735 08 926,735 08
2019 / 2020 / 2021 1,031,561.26 149,29642 926,378.08 926,37808
2020 / 2021 / 2022 1,021,756 26 140,61468 925,198.66 925,198 66
2021 / 2022 / 2023 1 010,406 26 131,39218 922,964.78 922 964 78
2022 / 2023 / 2024 1,002,625 00 121,668 74 925,004 07 925.004 07
2023 / 2024 / 2025 988,892 50 109,862 36 922,981 65 922,981 65
2024 / 2025 / 2026 979,130 00 97,695.50 925,50623 925,506 23
2025 / 2026 / 2027 968,08000 85,07800 927,15210 927,15210
2026 / 2027 / 2028 950,742 50 72,009 86 922,669.27 922,669 27
2027 / 2028 1 2029 937,37500 58,58124 922,733 45 922,733 45
2028 / 2029 / 2030 927,720 00 44,702 00 927,168 90 927,168 90
2029 / 2030 / 2031 911,520 00 30,282 00 925,299 90 925,299.90
2030 / 2031 1 2032 899,032 50 15,411 36 927,802 20 927,80220
Totals 20,698,883 00 2,685,858 86 387,627.78 18,506,666 18 18,506,666 18
(1) The follovnng funds are available to pay a portion of the interest payments due August 1, 2011 and February 1, 2012
Capitalized Interest $387,627 78
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