HomeMy WebLinkAbout12-134 - ADMIN Resolution - City Council - 2012/09/24RESOLUTION NO. 12-134
A RESOLUTION AWARDING THE SALE OF TAXABLE
GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS, SERIES 2012A,
IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $1,290,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION
AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT
BE 1T RESOLVED By the City Council of the City of St. Louis Park, Hennepin County, Mmnesota
(the "City") as follows:
Section 1. Sale of Bonds.
1.01. Background.
(a) The City has previously established the Greensboro Housing Improvement Area
(the "Housing Improvement Area") in order to facilitate certam housing improvements (the
"Housmg Improvements") to property known as the Greensboro Condominium Association. The
City Council has previously imposed a housmg improvement fee (the "Housing Fees") on housmg
units located m the Housing Improvement Area m order to finance the Housmg Improvements.
(b) Pursuant to Minnesota Statutes, Chapter 475, as amended, and Sections 428A.11
through 428A.21 (collectively, the "Act"), the City is authonzed to issue general obligation bonds m
the amount necessary to defray the costs of the Housmg Improvements, which costs are payable
pnmanly from the Housmg Fees and may be further secured by the pledge of the City's full faith,
credit, and taxmg power
(c) The City finds it necessary and expedient to issue its Taxable General Obligation
Housmg Improvement Area Bonds, Series 2012A (the "Bonds"), m the ongmal aggregate principal
amount of $1,290,000, pursuant to the Act, in order to defray the costs of the Housing Improvements.
(d) The City is authonzed by Section 475.60, subdivision 2(9) of the Act to negotiate
the sale of the Bonds because the City has retained an mdependent financial advisor in connection
with the sale of the Bonds. The actions of the City staff and its financial advisor in negotiating
the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of Northland Securities, Inc.,
Minneapolis, Minnesota (the "Purchaser"), to purchase the Bonds of the City descnbed in the Terms of
Proposal thereof is found and determined to be a reasonable offer and is accepted, the proposal bemg to
purchase the Bonds at a pnce of $1,273,875.00 (principal amount of $1,290,000.00, less underwnter's
discount of $16,125.00), plus accrued interest to the date of delivery, if any, for Bonds bearing mterest as
follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2015* 0.750% 2025* 2.900%
2017* 1.150 2027* 3.100
2019* 1.800 2029* 3.400
2021* 2.100 2031* 3.750
2023* 2.500 2033* 3.900
* Term Bonds
True interest cost: 3.2580596%
Resolution No. 12-134 -2-
1.03 Purchase Contract. The sum of $0.00, being the amount proposed by the Purchaser m
excess of $1,273,875.00, will be credited to the Bond Fund hereinafter created or to the Project Fund
hereinafter created, as determined by the City Controller m consultation with the City's financial advisor.
The City Controller is directed to retain the good faith check of the Purchaser, pending completion of the sale
of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and the
City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1.04. Terms and Prmcipal Amounts of the Bonds. The City shall forthwith issue and sell the
Bonds m the total principal amount of $1,290,000, originally dated October 17, 2012, m the denomination of
$5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth,
and which mature on February 1 m the years and amounts as follows:
Year Amount Year Amount
2015* $100,000 2025* $130,000
2017* 110,000 2027* 135,000
2019* 110,000 2029* 145,000
2021* 115,000 2031* 155,000
2023* 120,000 2033* 170,000
* Term Bonds
1.05. Optional Redemption. The City may elect on February 1, 2021, and on any date thereafter
to prepay Bonds due on or after February 1, 2022 Redemption may be m whole or in part and if m part, at
the option of the City and m 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 m Section 6 hereof) of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest m such
matunty to be redeemed and each participant will then select by lot the beneficial ownership interests in such
matunty to be redeemed. All prepayments will be at a pnce of par plus accrued mterest.
106. Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2015,
February 1, 2017, February 1, 2019, February 1, 2021, February 1, 2023, February 1, 2025, February 1, 2027,
February 1, 2029, February 1, 2031, and February 1, 2033 shall hereinafter be referred to collectively as the
"Term Bonds." The prmcipal amounts of the Term Bonds subject to mandatory smkmg fund redemption on
any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term
Bonds credited against future mandatory sunkmg fund redemptions of such Term Bonds in such order as the
City shall determine. The Term Bonds are subject to mandatory smkmg fund redemption and shall be
redeemed m part by lot at par plus accrued interest on the smkmg fund installment dates and in the pnncipal
amounts as follows:
Sinking Fund Installment Date Pnncipal Amount
February 1, 2015 Term Bonds
2014 $45,000
2015 (matunty) 55,000
February 1, 2017 Term Bonds
2016 $55,000
2017 (matunty) 55,000
February 1, 2019 Term Bonds
2018 $55,000
2019 (matunty) 55,000
Resolution No. 12-134 -3-
February 1, 2021 Term Bonds
2020 $55,000
2021 (maturity) 60,000
February 1, 2023 Term Bonds
2022
2023 (matunty)
February 1, 2025 Term Bonds
2024
2025 (matunty)
February 1, 2027 Term Bonds
2026
2027 (matunty)
February 1, 2029 Term Bonds
2028
2029 (matunty)
February 1, 2031 Term Bonds
2030
2031 (matunty)
February 1, 2033 Term Bonds
2032
2033 (matunty)
$60,000
60,000
$65,000
65,000
$65,000
70,000
$70,000
75,000
$75,000
80,000
$85,000
85,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at
a pnce of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the pnncipal amount thereof, is payable by check or draft issued
by the Registrar descnbed herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last mterest payment date
preceding the date of authentication to which mterest on the Bond has been paid or made available for
payment, unless (i) the date of authentication is an interest payment date to which mterest has been paid or
made available for payment, m which case such Bond shall be dated as of the date of authentication, or
(») the date of authentication is pnor to the first interest payment date, m which case such Bond will be dated
as of the date of original issue. The mterest on the Bonds will be payable on February 1 and August 1 of each
year, commencmg August 1, 2013, to the owner of record thereof as of the close of busmess on the fifteenth
day of the immediately precedmg month, whether or not such day is a business day.
2.03. Registration. The City will appomt, and shall mamtam, a bond registrar, transfer agent,
authenticatmg agent and paying agent (the "Registrar"). The effect of registration and the nghts and duties of
the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register m which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
Resolution No. 12-134 -4-
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, m form satisfactory to
the Registrar, duly executed by the registered owner thereof or by an attorney duly authonzed by the
registered owner in wntmg, 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 such
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
pnncipal amount and maturity, as requested by the registered owner or the owner's attorney in
wntmg.
(d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthonzed Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate mstr anent of transfer is vand and genuine and that the
requested transfer is legally authonzed. The Registrar will mcur no liability for the refusal, m good
faith, to make transfers which it, in its judgment, deems improper or unauthonzed.
(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 vand and effectual to satisfy and discharge the liability upon such Bond to
the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds, the Registrar may
impose a charge upon the owner thereof 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 tike amount, number, matunty date
and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of
and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses
and charges of the Registrar m connection therewith; and, m the case of a Bond destroyed, stolen or
lost, upon filmg with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furmshmg to the Registrar of an appropnate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, m 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 m
accordance with its terms it is not necessary to issue a new Bond pnor to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by pubhshmg 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 any proceeding for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
Resolution No. 12-134 -5-
2.04. Appointment of Initial Registrar. The City appomts Bond Trust Services Corporation,
Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authonzed to execute and
deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar
with another corporation, if the resulting corporation is a bank or trust company authonzed by law to conduct
such business, such corporation is authonzed to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed. The City reserves the nght to
remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, m which event
the predecessor Registrar must deliver all cash and Bonds m its possession to the successor Registrar and
must deliver the bond register to the successor Registrar. On or before each pnncipal 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.
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 all signatures may be pnnted, engraved or lithographed facsimiles of the ongmals. In case any
officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer
before the delivery of any Bond, such signature or facsimile will nevertheless be valid and sufficient for all
purposes, the same as if the officer had remained m office until delivery. Notwithstandmg such execution, a
Bond will not be valid or obligatory for any purpose or entitled to any secunty 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 authonzed representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative The executed certificate of authentication on each 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 shall deliver the same to the Purchaser upon
payment of the purchase pnce in accordance with the contract of sale heretofore made and executed, and the
Purchaser is not obligated to see to the application of the purchase pnce.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or
more typewntten temporary Bonds m substantially the form set forth m EXHIBIT B attached hereto with
such changes as may be necessary to reflect more than one matunty m a smgle 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 prmted m substantially the form set forth in
EXHIBIT B attached hereto.
3.02. Approving Legal Opinion. The City Clerk shall obtain a copy of the proposed approving
legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which shall be complete except as
to datmg thereof and shall cause the opinion to be printed on or accompany each Bond.
Section 4. Payment: Secuntv: Pledges and Covenants.
4.01. Funds. For the convenience and proper administration of the moneys to be borrowed and
repaid on the Bonds, and to make adequate and specific secunty to the purchasers and holders of the Bonds
from time to time, there is hereby created a separate special fund of the City to be known as the Greensboro
Housmg Improvement Area Fund (the "Housing Fund"), which fund will be continued and mamtamed as a
permanent fund of the City until all the Bonds are paid. Within the Housmg Fund there will be established
and maintained separate accounts as follows:
(a) The Project Fund, mto which fund will be deposited proceeds of the Bonds m the
amount of $1,244,712.00. Upon issuance of the Bonds, the City shall also deposit mto the Project
Fund (a) proceeds of the Internal Loan from the St. Louis Park Economic Development Authonty to
the Greensboro Condomimum Association (the "Association"), pursuant to the Development
Resolution No. 12-134 -6-
Agreement, dated Apnl 12, 2012, as amended by a First Amendment thereto dated August 20, 2012
(the "Development Agreement"), between the City and the Association, in the amount of
$1,108,602.00, and (b) prepaid Housmg Fees in the amount of $1,047,260.00, which Housmg Fees
were levied on property withm the Housing Improvement Area and were prepaid pursuant to the
resolution levying the Housing Fees. Of the total amount deposited in the Project Fund, $446,505.01
will be disbursed to the City to pay the administrative costs of the Housmg Improvement Area,
including any rebate of prepaid Housing Fees. The balance of funds in the Project Fund shall be
disbursed to pay the costs of the Housmg Improvements in accordance with the terms of the
Development Agreement. Interest earnings from moneys m the Project Fund shall be credited to the
Project Fund.
(b) The Costs of Issuance Fund, into which fund will be deposited proceeds of the
Bonds in the amount of $29,163.00, which amount will be used solely for the purpose of paymg
costs of issuance of the Bonds. The City authorizes the Purchaser to forward amounts in the Costs of
Issuance Fund allocable to the payment of issuance expenses (other than amounts payable to
Kennedy & Graven, Chartered, as Bond Counsel) to KlemBank, Chaska, Mmnesota, on the closing
date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Any
balance remaining in the Costs of Issuance Fund after all disbursements for issuance expenses shall
be transferred to the Project Fund. Interest earnmgs from moneys in the Costs of Issuance Fund shall
be credited to the Surplus Fund hereinafter created.
(c) The Bond Fund, into which fund will be deposited Housmg Fees in the amount
necessary to pay when due the pnncipal and interest on the Bonds. Interest earnmgs from moneys m
the Bond Fund shall be credited to the Bond Fund.
(d) The Surplus Fund, into which fund will be deposited all Housing Fees m excess of
the amounts required to be deposited into the Bond Fund and the Project Fund under this Section.
Amounts in the Surplus Fund shall be applied and disbursed m accordance with the Development
Agreement. Interest earnings from moneys m the Surplus Fund shall be credited to the Surplus
Fund.
4.02. Deposit of Funds. Money m the funds created by this Resolution will be kept separate from
other municipal funds and deposited only m a bank or banks which are members of the Federal Deposit
Insurance Corporation ("FDIC"). Deposits which cause the aggregate deposits of the City m any one bank to
be m excess of the amount msured by FDIC must be continuously secured m the manner provided by law for
the investment of municipal funds. In the event excess moneys are held m any of the accounts created
pursuant to Section 4.01 of this Resolution, such excess moneys shall be applied and disbursed in accordance
with the Development Agreement.
4.03. Covenants Regarding Housing Improvements. The City hereby covenants with the holders
from time to time of the Bonds as follows:
(a) The City has caused or will cause the Housmg Fees for the Housing Improvements
in the Housmg Improvement Area to be promptly levied against housing units m such Housing
Improvement Area so that the first mstallment will be collectible not later than 2013 and will take all
steps necessary to assure prompt collection. The City Council will cause to be taken with due
diligence all further actions that are required under the Development Agreement for the construction
of the Housing Improvements financed wholly or partly from the proceeds of the Bonds, and will
take all further actions necessary for the final and valid levy of the Housing Fees and the
appropnation of any other funds needed to pay the Bonds and mterest thereon when due.
(b) In the event of any current or anticipated deficiency m Housmg Fees (after taking
into account any revenues collected or anticipated to be collected under the Development
Agreement), the City Council will levy ad valorem taxes in the amount of the current or anticipated
deficiency.
Resolution No. 12-134 -7-
(c) The City will keep complete and accurate books and records showing receipts and
disbursements m connection with the Housmg Improvements, Housmg Fees levied therefor and
other funds appropnated for their payment, collections thereof and disbursements therefrom, and
monies on hand.
4.04. No Tax Levy Required. It is hereby determined that the estimated collections of Housing
Fees for the payment of prmcipal and interest on the Bonds will produce at least five percent m excess of the
amount needed to meet when due the pnncipal and interest payments on the Bonds, and that no tax levy is
needed at this time.
4.05. Taxpayer Services Division Manager's Certificate as to Registration. The City Clerk is
authonzed and directed to file a certified copy of this Resolution with the Taxpayer Services Division
Manager of Hennepin County and to obtam the certificate required by Section 475.63 of the Act.
Section 5. Authentication of Transcnpt.
5.01. City Proceedmgs 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 proceedmgs
and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcnpts as may be required to show the facts withm their knowledge or as
shown by the books and records in their custody and under their control, relatmg to the validity and
marketability of the Bonds and such mstruments, includmg any heretofore furnished, shall be deemed
representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager and the City Controller
are authonzed and directed to certify that they have examined the Official Statement prepared and circulated
in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the
Official Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement
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
pnnted fully registered Bond for each of the matunties set forth m Section 1.04 hereof. Upon initial issuance,
the ownership of each such Bond will be registered m the registration books kept by the Registrar m 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 m
the registration books kept by the Registrar m the name of Cede & Co., as nominee of DTC.
6.02. 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 fmancial mstitutions 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 m the Bonds, includmg 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, or any amount with respect to pnncipal of or interest on the Bonds. The
City, the Registrar and the Paying Agent may treat and consider the person m whose name each Bond is
registered m the registration books kept by the Registrar as the holder and absolute owner of such Bond for
the purpose of payment of prmcipal and interest with respect to such Bond, for the purpose of registenng
transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of
and interest on the Bonds only to or on the order of the respective registered owners, as shown m the
registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
Resolution No. 12-134 -8-
discharge the City's obligations with respect to payment of prmcipal of or mterest 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 evidencmg 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 m 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
Registrar and the Paymg Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter") which shall govern payment of prmcipal of 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 m the Representation Letter with respect to the Registrar and Paying Agent, respectively, to at all
times be complied with.
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 mterest m 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 m accordance with the
provisions of this Resolution. DTC may detennme 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 secunties depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates m accordance with this Resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as any Bond is registered m the name of Cede & Co., as nommee of DTC, all payments
with respect to pnncipal of and interest on such Bond and all notices with respect to such Bond will be made
and given, respectively m the manner provided m the Representation Letter.
Section 7. Contmumg Disclosure.
7.01. Execution of Contmumg Disclosure Certificate. "Contmumg Disclosure Certificate" means
that certain continumg Disclosure Certificate executed by the Mayor and City Manager and dated the date of
issuance and delivery of the Bonds, as ongmally executed and as it may be amended from time to time m
accordance with the terms thereof.
7.02. 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
Contmumg Disclosure Certificate is not to be considered an event of default with respect to the Bonds;
however, and Bondholder may take such actions as may be necessary and appropnate, including seeking
mandate or specific performance by court order, to cause the City to comply with its obligations under this
section.
Section 8. Defeasance. When all Bonds have been discharged as provided in this Section,
all pledges, covenants and other nghts granted by this Resolution to holders of the Bonds will cease,
except that the pledge of the full faith and credit of the City for the prompt and full payment of the
pnncipal of and interest on the Bonds will remain in full force and effect. The City may discharge all
Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient
for the payment thereof m 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.
Resolution No. 12-134
-9-
• Adoptee by the City Council of the City of St. Louis Park, Minnesota, this 24th day of
Septem er, 2 1 12.
•
•
Reviewed,for As inistration:
Adopted by the City Council September 24, 2012
City Manage
Attest:
I
/
Resolution No. 12-134 -10-
EXHIBIT A
PROPOSALS
BID TABULATION
$1,290,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2012A„
CITY OF ST. LOUIS PARK, MINNESOTA
SALE: September 24, 2012
AWARD NORTHLAND SECURITIES, INC
RATING: Standard & Poors Credit Markets "AAA" BBI: 3 72%
NAME OF BIDDER
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC
Minneapolis, Minnesota
2014' 0 750% 0 750% $1,273,875 00 $496,832 78 3 2580%
2015' 0 750% 0 750%
2016" 1 150% 1 150%
2017" 1150% 1150%
2018'" 1 800% 1 800%
2019— 1 800% 1 800%
2020"" 2100% 2100%
2021"" 2100% 2100%
2022"." 2 500% 2 500%
2023"'" 2 500% 2 500%
2024'""' 2 900% 2 900%
2025""" 2 900% 2 900%
2026"""' 3 100% 3 100%
2027 3100% 3100%
2028'"'"" 3 400% 3 400%
2029"*"*" 3 400% 3 400%
2030""'"" 3 750% 3 750%
2031""*"" 3 750% 3 750%
2032""'""' 3 900% 3 900%
2033""""" 3 900% 3 900%
'$100,000 Term Bond due 2015 with mandatory redemption in 2014
"$110,000 Term Bond due 2017 with mandatory redemption in 2016
"'$110,000 Term Bond due 2019 with mandatory redemption in 2018
""$115,000 Term Bond due 2021 with mandatory redemption in 2020
•""$120,000 Term Bond due 2023 with mandatory redemption in 2022
""$130,000 Term Bond due 2025 with mandatory redemption in 2024
$135,000 Term Bond due 2027 with mandatory redemption in 2026
""""$145,000 Term Bond due 2029 with mandatory redemption in 2028
"""*$155,000 Term Bond due 2031 with mandatory redemption in 2030
"'""'"$170,000 Term Bond due 2033 with mandatory redemption in 2032
0 LEADERS IN PUBLIC FINANCE
EHLERS
www.ehlers-inc.com
Minnesota phone 651.697.8500 3060 Centre Pointe Drive
Offices also In Wisconsin and minis tax 651.897-8555 Roseville, MN 55113-1122
Resolution No. 12-134 -11-
$1,290,000 Taxable General Obligation Housing Improvement Area Bonds, Series 2012A Page 2
City of St. Louis Park, Minnesota
1'
NAME OF BIDDER
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
CRONIN & COMPANY, INC
Minneapolis, Minnesota
2014 2 000%
2015 2 000%
2016 2 000%
2017 2 000%
2018 2 000%
2019 2 000%
2020 2 000%
2021 2 250%
2022 2 500%
2023 2 850%
2024 2 850%
2025 3150%
2026 3150%
2027 3 500%
2028 3 500%
2029 3 500%
2030 3 850%
2031 3 850%
2032 3 850%
2033 3 850%
$1,283,007 80 $506,752 98 3 3168%
Resolution No. 12-134 -12-
FORM OF BOND
No. R-_ $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
EXHIBIT B 40
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BOND
SERIES 2012A
Date of
Rate Matunty Ongmal Issue
February 1, 20_ October 17, 2012
Registered Owner: Cede & Co.
CUSIP
The City of St. Louis Park, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby
promises to pay to the Registered Owner specified above or registered assigns, the pnncipal sum of
$ on the matunty date specified above, with mterest thereon from the date hereof at the annual
rate specified above, payable February 1 and August 1 m each year, commencing August 1, 2013, to the
person m 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 m lawful money of the United States of Amenca by check or draft by
Bond Trust Services Corporation, Roseville, Minnesota, as Bond Registrar, Paymg Agent, Transfer Agent
and Authenticating Agent, or its designated successor under the Resolution descnbed herein. For the prompt
and full payment of such pnncipal and interest as the same respectively become due, the full faith and credit
and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2021, and on any date thereafter to prepay Bonds due on or after
February 1, 2022. Redemption may be m whole or m part and if m part, at the option of the City and m such
manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will
notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid.
DTC will determine by lot the amount of each participant's interest in such matunty to be redeemed and each
participant will then select by lot the beneficial ownership interests m such matunty to be redeemed. All
prepayments will be at a pnce of par plus accrued mterest.
The Bonds maturing on February 1, 2015, February 1, 2017, February 1, 2019, February 1, 2021,
February 1, 2023, February 1, 2025, February 1, 2027, February 1, 2029, February 1, 2031, and
February 1, 2033 shall hereinafter be referred to collectively as the "Term Bonds." The pnncipal amounts of
the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier
optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory
sinking fund redemptions of such Term Bonds m such order as the City shall determine. The Term Bonds
are subject to mandatory sinking fund redemption and shall be redeemed m part by lot at par plus accrued
interest on the sinking fund installment dates and in the pnncipal amounts as follows:
Sinking Fund Installment Date Pnncipal Amount
Resolution No. 12-134 -13-
February 1, 2015 Term Bonds
2014 $45,000
2015 (maturity) 55,000
February 1, 2017 Term Bonds
2016 $55,000
2017 (maturity) 55,000
February 1, 2019 Term Bonds
2018 $55,000
2019 (matunty) 55,000
February 1, 2021 Term Bonds
2020 $55,000
2021 (matunty) 60,000
February 1, 2023 Term Bonds
2022 $60,000
2023 (maturity) 60,000
February 1, 2025 Term Bonds
2024 $65,000
2025 (maturity) 65,000
February 1, 2027 Term Bonds
2026 $65,000
2027 (matunty) 70,000
February 1, 2029 Term Bonds
2028 $70,000
2029 (maturity) 75,000
February 1, 2031 Term Bonds
2030 $75,000
2031 (maturity) 80,000
February 1, 2033 Term Bonds
2032 $85,000
2033 (maturity) 85,000
The specific Term Bonds to be redeemed will be selected by lot by the Bond Registrar. All prepayments will
be at a pnce of par plus accrued interest.
This Bond is one of an issue m the aggregate pnncipal amount of $1,290,000, all of like ongmal
issue date and tenor, except as to number, matunty date, redemption pnvilege, and mterest rate, all issued
pursuant to a resolution adopted by the City Council on September 24, 2012 (the "Resolution"), for the
purpose of providmg money to aid m fmancmg vanous housing improvements within a housing
improvement area in the City, pursuant to and in full conformity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended,
and Sections 428A.11 to 428A.21, and the pnncipal hereof and mterest hereon are payable pnmanly from
certain housing improvement fees levied or to be levied on property within the housmg improvement area m
which the housmg improvements are located, as set forth m the Resolution to which reference is made for a
full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably
pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all
Resolution No. 12-134 -14-
taxable property in the City in the event of any deficiency in revenues pledged, which taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds m
denominations of $5,000 or any integral multiple thereof of smgle maturities.
As provided m the Resolution and subject to certain limitations set forth therem, 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 wnhng 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 m exchange for Bonds of other authorized denominations.
Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued m the name of the
transferee or registered owner, of the same aggregate principal amount, beanng mterest 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 shall 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 Constitution and laws of the State of Mmnesota and the City's home rule charter to
be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond m order to
make it a valid and bmdmg general obligation of the City in accordance with its terms, have been done, do
exist, have happened and have been performed as so required, and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any secunty or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual
signature of one of its authonzed representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepm 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 the City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: October 17, 2012
CITY OF ST. LOUIS PARK, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
Resolution No. 12-134 -15-
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
By
Authonzed Representative
ABBREVIATIONS
The following abbreviations, when used in the inscnption on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with nght of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all nghts thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
Notice.
Signature Guaranteed:
The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee
program" as may be determined by the Registrar in addition to, or m substitution for, STAMP, SEMP or
MSP, all m accordance with the Secunties Exchange Act of 1934, as amended.
Resolution No. 12-134 -16-
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address.
(Include information for all joint owners if this Bond is
held by point account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the pnncipal of and interest on the within Bond has been registered on the
books of the Registrar m 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. 12-134 -17-
Extract of Minutes of Meetmg
of the City Council of the City of
St. Louis Park, Hennepm County, Mmnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of St. Louis
Park, Minnesota, was duly held in the City Hall in said City on Monday, September 24, 2012, commencmg at
7.00 P.M.
The followmg members were present:
Mayor Jeff Jacobs, Steve Hallfin, Anne Mavity, Julia Ross, Susan Sanger, Sue Santa, and Jake
Spano
and the following were absent:
None
* * *
The Mayor announced that the next order of business was consideration of the proposals which had
been received for the purchase of the City's Taxable General Obligation Housing Improvement Area Bonds,
Serres 2012A, to be issued m the ongmal aggregate principal amount of $1,290,000.
The City Controller presented a tabulation of the proposals which had been received m the manner
specified m the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached
hereto.
After due consideration of the proposals, Member Mavity then mtroduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: