HomeMy WebLinkAbout14-170 - ADMIN Resolution - City Council - 2014/12/01RESOLUTION NO. 14-170
RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION BONDS, SERIES 2014A, IN THE ORIGINAL
AGGREGATE PRINCIPAL AMOUNT OF $10,000,000;
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. Charter Bonds.
(a) Pursuant to Section 6.15 of the City Charter (the "Charter") and Minnesota
Statutes, Chapter 475, as amended (the "Municipal Debt Act"), the City is authonzed to
issue general obligation bonds for any purpose permitted by state law upon a vote of at
least six (6) members of the City Council.
(b) The City has determined to finance the construction of a project
designated "Connect the Park," which is the City's sidewalk and trail connection program
(the "Capital Projects").
(c) It is necessary and expedient to the sound financial management of the
affairs of the City to issue its obligations in the aggregate principal amount of $5,070,000
(the "Charter Bonds"), pursuant to the City Charter and the Municipal Debt Act, to
provide financing for the Capital Projects.
1.02. Utility Revenue Bonds.
(a) The City engineer has recommended the construction of vanous
improvements to the City's water and storm water systems (the "Utility Improvements"),
pursuant to Minnesota Statutes, Chapters 444 and 475, as amended (collectively, the
"Utility Revenue Act").
(b) It is necessary and expedient to the sound financial management of the
affairs of the City to issue general obligations in the aggregate principal amount of
$4,930,000 (the "Utility Revenue Bonds"), pursuant to the Utility Revenue Act, to
provide financing for the Utility Improvements.
1.03. Issuance of General Obligation Bonds.
(a) It is necessary and expedient to the sound financial management of the
affairs of the City to issue its General Obligation Bonds, Series 2014A (the "Bonds"), in
the onginal aggregate principal amount of $10,000,000, pursuant to the Municipal Debt
Act and the Utility Revenue Act (together, the "Act") and the City Charter, in order to
provide financing for the Capital Projects and the Utility Improvements.
(b) The City is authonzed by Section 475.60, subdivision 2(9) of the Act to
negotiate the sale of the Bonds, it being determined that the City has retained an
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independent financial advisor in connection with such sale. The actions of the City staff
and municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in
all aspects.
1.04. Award to the Purchaser and Interest Rates. The proposal of Stifel Nicolaus,
Memphis, Tennessee (the "Purchaser"), to purchase the Bonds is hereby found and determined to be
a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a pnce of
$10,158,637.25 (par amount of $10,000,000.00, plus original issue premium of $209,168.80, less
original issue discount of $15,731.55, less underwriter's discount of $34,800.00), plus accrued
interest to date of delivery, if any, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2017 2.000% 2022 2.000%
2018 2.000 2023 2.000
2019 2.000 2024 2.000
2020 2.000 2025 2.000
2021 2.000 2026 2.000
True interest cost: 1.7482300%
1.05. Purchase Contract. The sum of $248,637.25, being the amount proposed by the
Purchaser in excess of $9,910,000.00, shall be credited to the accounts in the Debt Service Fund
hereinafter created or deposited in the accounts m the Construction Fund hereinafter created, as
determined by the City Controller in consultation with the City's municipal 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. The Mayor and
City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1.06. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell
the Bonds pursuant to the Act, in the total principal amount of $10,000,000, originally dated
December 18, 2014, 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
2017 $ 915,000 2022 $ 1,005,000
2018 935,000 2023 1,025,000
2019 950,000 2024 1,045,000
2020 970,000 2025 1,075,000
2021 985,000 2026 1,095,000
(a) $5,070,000 of the Bonds, constituting the Charter Bonds, matunng on
February 1 in the years and in the amounts set forth below, are being used to finance the
Capital Projects:
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Year Amount Year Amount
2017 $465,000 2022 $510,000
2018 475,000 2023 520,000
2019 480,000 2024 530,000
2020 490,000 2025 545,000
2021 500,000 2026 555,000
(b) The remainder of the Bonds in the principal amount of $4,930,000,
constituting the Utility Revenue Bonds, maturing on February 1 in the years and in the
amounts set forth below, are being used to finance the Utility Improvements:
Year Amount Year Amount
2017 $450,000 2022 $495,000
2018 460,000 2023 505,000
2019 470,000 2024 515,000
2020 480,000 2025 530,000
2021 485,000 2026 540,000
1.07. Optional Redemption. The City may elect on February 1, 2023, and on any day
thereafter to prepay Bonds due on or after February 1, 2024. 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 pnce of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check
or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is pnor to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds
is payable on February 1 and August 1 of each year, commencing August 1, 2015, 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 such 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:
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(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.
(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 authonzed 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 pnncipal amount and maturity as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(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, m good faith, to make transfers which it, in its judgment, deems
improper or unauthorized
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other govenunental 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
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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) 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 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 City 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 those signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will
nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office
until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any
purpose or entitled to any security or benefit under this resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds need not be signed
by the same representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered under this resolution. When the Bonds have
been so prepared, executed and authenticated, the City Manager will deliver the same to the
Purchaser upon payment of the purchase 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
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 EXHIBIT B attached
hereto with such changes as may be necessary to reflect more than one maturity in a single
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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 set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager 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 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Bonds,
Series 2014A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund
shall be administered and maintained by the City Controller as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the City. The City will
maintain the following accounts in the Debt Service Fund: the "Capital Projects Account" and
"Utility Improvements Account." Amounts in the Capital Projects Account are irrevocably
pledged to the Charter Bonds, and amounts in the Utility Improvements Account are irrevocably
pledged to the Utility Revenue Bonds.
(a) Capital Projects Account. The City Controller shall timely deposit in the
Capital Projects Account of the Debt Service Fund the ad valorem taxes levied hereunder
(the "Taxes") and allocated to the payment of debt service on the Charter Bonds, which
Taxes are pledged to the Capital Projects Account. There is also appropriated to the Capital
Projects Account a pro rata portion of (i) capitalized interest financed from the proceeds of
the Bonds, if any; and (ii) any amount over the minimum purchase price paid by the
Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with
Section 1.05 hereof
(b) Utility Improvements Account. The City will continue to maintain and
operate its Water Fund and Storm Water Fund, to which will be credited all gross revenues
of the water system and storm water system, respectively, and out of which will be paid all
normal and reasonable expenses of current operations of such systems. Any balances
therein are deemed net revenues (the "Net Revenues") and will be transferred, from time to
time, to the Utility Improvements Account of the Debt Service Fund, which Utility
Improvements Account will be used only to pay principal of and interest on the Utility
Revenue Bonds and any other bonds similarly authorized. There will always be retained
in the Utility Improvements Account a sufficient amount to pay principal of and interest
on all the Utility Revenue Bonds, and the City Controller must report any current or
anticipated deficiency in the Utility Improvements Account to the City Council. There is
also appropriated to the Utility Improvements Account a pro rata portion of (i) capitalized
interest financed from the proceeds of the Bonds, if any; and (ii) any amount over the
minimum purchase price paid by the Purchaser, to the extent designated for deposit in the
Debt Service Fund in accordance with Section 1.05 hereof.
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4.02. Construction Fund. The City hereby creates the General Obligation Bonds,
Senes 2014A Construction Fund (the "Construction Fund"). The City will maintain the following
accounts in the Construction Fund: the "Capital Projects Account" and "Utility Improvements
Account." Amounts in the Capital Projects Account are irrevocably pledged to the Charter
Bonds, and amounts in the Utility Improvements Account are irrevocably pledged to the Utility
Revenue Bonds.
(a) Capital Projects Account. Proceeds of the Charter Bonds, less the
appropriations made in Section 4.01(a), together with Taxes and any other funds
appropriated for the Capital Projects collected during the construction of the Capital
Projects, will be deposited in the Capital Projects Account of the Construction Fund to be
used solely to defray expenses of the Capital Projects and the payment of pnncipal and
interest on the Charter Bonds prior to the completion and payment of all costs of the Capital
Projects. When the Capital Projects are completed and the cost thereof paid, the Capital
Projects Account of the Construction Fund is to be closed and any funds remaining may be
deposited in the Capital Projects Account of the Debt Service Fund.
(b) Utility Improvements Account. Proceeds of the Utility Revenue Bonds,
less the appropriations made in Section 4.01(b) hereof, will be deposited in the Utility
Improvements Account of the Construction Fund to be used solely to defray expenses of the
Utility Improvements. When the Utility Improvements are completed and the cost thereof
paid, the Utility Improvements Account of the Construction Fund is to be closed and any
funds remaining may be deposited in the Utility Improvements Account of the Debt Service
Fund.
4.03. City Covenants with Respect to the Utility Revenue Bonds. The City Council
covenants and agrees with the holders of the Bonds that so long as any of the Bonds remain
outstanding and unpaid, it will keep and enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water
system and storm water system as public utilities and conveniences free from competition
of other like municipal utilities and will cause all revenues therefrom to be deposited in
bank accounts and credited to the Water Fund and Storm water Fund, respectively, as
hereinabove provided, and will make no expenditures from those accounts except for a
duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Utility Improvements Account of the Debt
Service Fund as a separate account and will cause money to be credited thereto from time
to time, out of Net Revenues from the water system and storm water system in sums
sufficient to pay principal of and interest on the Utility Revenue Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entries as to all transactions relating to the water system and storm water system and
which will be open to inspection and copying by any Bondholder, or the Bondholder's
agent or attorney, at any reasonable time, and it will furnish certified transcnpts
therefrom upon request and upon payment of a reasonable fee therefor, and said account
will be audited at least annually by a qualified public accountant and statements of such
audit and report will be furnished to all Bondholders upon request.
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(d) The City Council will cause persons handling revenues of the water
system and storm water system to be bonded in reasonable amounts for the protection of
the City and the Bondholders and will cause the funds collected on account of the
operations of such systems to be deposited in a bank whose deposits are guaranteed under
the Federal Deposit Insurance Law.
(e) The City Council will keep the water system and storm water system
insured at all times against loss by fire, tornado and other risks customarily insured
against with an insurer or insurers in good standing, in such amounts as are customary for
like plants, to protect the holders, from time to time, of the Bonds and the City from any
loss due to any such casualty and will apply the proceeds of such insurance to make good
any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the water system and storm water system as required by law.
(g) The City will impose and collect charges of the nature authonzed by
Section 444.075 of the Utility Revenue Act, at the times and in the amounts required to
produce Net Revenues adequate to pay all principal and interest when due on the Utility
Revenue Bonds and to create and maintain such reserves securing said payments as may
be provided herein.
(h) The City Council will levy general ad valorem taxes on all taxable
property in the City when required to meet any deficiency in Net Revenues.
4.04. General Obligation Pledge. For the prompt and full payment of the pnncipal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is
ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable
therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which
are available for such purpose, and such general fund may be reimbursed with or without interest
from the Debt Service Fund when a sufficient balance is available therein.
4.05. Pledge of Taxes. For the purpose of paying the pnncipal of and interest on the
Charter Bonds, there is levied a direct annual irrepealable ad valorem tax 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 Capital Projects Account of the
Debt Service Fund above provided and will be in the years and amounts as attached hereto as
EXHIBIT C.
4.06. Certification to Taxpayer Services Division Manager as to Debt Service Fund
Amount. It is hereby determined that the estimated collection of the foregoing Taxes and Net
Revenues will produce at least five percent in excess of the amount needed to meet when due the
pnncipal 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
Controller may certify to the Taxpayer Services Division Manager of Hennepin County,
Minnesota (the "Taxpayer Services Division Manager") the amount available in the Debt Service
Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services
Division Manager will thereupon reduce the levy collectible during such year by the amount so
certified.
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4.07. Registration of Resolution. The City Manager is authorized and directed to file a
certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the
certificate required by Section 475.63 of the Act.
Section 5. Authentication of Transcnpt
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, will 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.
5.03. Other Certificates. The Mayor, the City Manager, and the City Controller are
hereby authonzed and directed to furnish to the Purchaser at the closing such certificates as are
required as a condition of sale. Unless litigation shall have been commenced and be pending
questioning the Bonds or the organization of the City or incumbency of its officers, at the closing
the Mayor, the City Manager, and the City Controller shall also execute and deliver to the
Purchaser a suitable certificate as to absence of material litigation, and the City Controller shall
also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,
Minnesota on the closing date for further distribution as directed by the City's municipal advisor,
Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. 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.
6.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
103 of the Code, including without limitation requirements relating to temporary penods for
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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.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "pnvate activity bonds" within the meaning of Sections 103 and 141 through 150 of the
Code.
6.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) dunng calendar year 2014 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City dunng calendar
year 2014 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. 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 7. Book -Entry System; Limited Obligation of City.
7.01. 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 1.06 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 m 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.
7.02. 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
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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 m the registration books kept by the
Registrar as the holder and absolute owner of such Bond for the purpose of payment of pnncipal,
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 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
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 Registrar
and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment
of pnncipal 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.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain 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 secunties 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.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. 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 m accordance with the terms thereof.
Resolution No. 14-170 -12-
8.02. 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.
Section 9. Defeasance. 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)
•
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•
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Resolution No. 14-170 -13-
The motion for the adoption of the foregoing resolution was duly seconded by Member
Anne Mavity, and upon vote being taken thereon, the following voted in favor thereof.
Mayor Jeff Jacobs, Councilmembers Anne Mavity, Susan Sanger, Steve Hallfin, Jake
Spano, Gregg Lindberg, and Tim Brausen
and the following voted against the same:
None
w ere . on said resolution was declared duly passed and adopted
Review d for dministration•
b theCrty Council December 1, 2014
City
Attest•
May,
Resolution No. 14-170 -1-
EXHIBIT A
PROPOSALS
•
Resolution No. 14-170 -2-
BID TABULATION
$10,000,000` General Obligation Bonds, Series 2014A
City of St. Louis Park, Minnesota
SALE: December 1, 2014
AWARD: STIFEL NICOLAUS
Rating: Standard & Poor's Credit Markets "AAA"
0 LEADERS IN PUBLIC FINANCE
EHLERS
BBI: 3 94%
NAME OF BIDDER
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
(Februar) 1) RATE YIELD PRICE COST RATE
STIFEL NICOLAUS S10 158 998 50 SI 194 990 39 1 7472%
Memphis Tennessee
2017 2 00040 0 450%
2018 2 000% 0 700%
2019 2 000% 0 950%
2020 2 000% 1 200%
2021 2 000% 1 450%
2022 2 000% 1 700%
2023 2 000% 1 850%
2024 2 000% 2 000%
2025 2 000% 2 050%
2026 2 000% 2 100%
PIPER JAFFRAY & CO 510 640.341 35 51 279 780 53 1 8221%
Mnmeapolns Minnesota 2017 3 000%
2018 3 000%
2019 3 250%
2020 3 250%
2021 3 250%
2022 3 250%
2023 3 250%
2024 2 250%
2025 2 500%
2026 2 500%
Subsequent to bid opening the individual matunty amounts were adjusted
Adjusted Pnce - $10 158.637 25
II II II M
Adjusted Net Interest Cost - $1 197 851 64 Adjusted TIC — 1 7482%
1 800-552-1171 1 v ww eh'erz-mc corn
Resolution No. 14-170 -3-
NAME OF BIDDER
NET TRUE
MATURITY REOFFERLLG LV EREST L\TEREST
(February 1) RATE YIELD PRICE COST RATE
FTN FIN4NCLAL C APITaL.
MARKETS
Meinplus Tennessee
2017 ; 000%
201S 3 000%
2019 2 000%
2020 2 000%
2021 2 000%
2022 2 000%
2023 2 000%
2024 2 000%
2025 2 250%
2026 2 500%
S10 222 561 95 81 268 51499 1 8474%
BAIRD SIO 42816470 5130247461 1 8697%
1111\ aukee Wisconsin
BMO CAPITAL MARKETS GIST
INC
Chicago Illinois
2017 2 000%
201S 2 000%
2019 22 000%
2020 2 000%
2021 3 000%
2022 3 000%
2023 3 000%
2024 2 500%
2025 2 500%
2026 2 500%
2017 2 000%
2018 2 000%
2019 2 000°o
2020 2 000%
2021 ;000%
2022 3 000%
2023 3 000%
2024 2 000%
2025 2 500%
2026 3 000%
0 Bid Tabulation
City of St Lotus Park Minnesota
$10.000 000* General Obligation Bonds Senes 2014A
S1042538995 81 .31S4922 1 5913%
December 1 2014
•
l
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Resolution No. 14-1-70
NAME OF BIDDER '
-.NET _ _ TRUE;
.. REOFFERING - INTEREST INTEREST
(Februar, 1) RATE YIELD - PRICE - -COST- --RATE/ -
NORTHLAND SECURITIES. INC ' S10.170.199 20
Mtnueapohs. Minnesota _ 2017 2 000%
2018 2 000%
2019 2 000%
2020- 2 000%
2021 2 000%
2022 2 000%
2023 2 000%
2024 2 000%
2025 2 500%
2026 2'500%
WELLS FARGO BANK. NATIONAL
ASSOCIATION
Charlotte. North Carolina 2017 3 000%
2018 3 000%
2019 3 000%
2020 3 000%
2021 3 000%
2022 3 000%
2023 3 000%
2024 2 000%
2025 2 250%
2026 2 500%
RAYMOND JAMES &
ASSOCIATES INC
St Petersburg. Flonda 2017 3 000%
2018 3 000%
2019 3 000%
2020 3 000%
2021 3 000%
2022 2 250%
2023 2 250%
2024 2 250%
2025 2 150%
2026 2 500%
$1.298,807 68 1 8935%
S10.463.061 00 S1.330.536 64 1 9148%
S10.364.914 80 51.326.170 00 1 9198%
0. Bid Tabulation' December 1:2014
City of St Lotus'Park. Minnesota
$10.000.000• General Obhgation Bonds. Senes 2014A
Resolution No. 14-170 -5-
NET TRUE
\1ATL RITY REOFFERLrG LVTEREST L\TEREST
NAME OF BIDDER (Feb. unr) 1) RATE YIELD PRICE COST RATE
STERE AGEE 510 479 237 20 SI 365 254 50 19616%
&numgham_ Alabama 2017 3 0001'0
2018 3 000%
2019 3 000%
2020 3 000%
2021 3 000%
2022 3 000%
2023 3 000%
2024 2 250%
2025 2 5000
2026 2 500%
Bid Tabulation
City of St Louis Park Minnesota
$10 000 000* General Obligation Bonds Sciies 2014A
Decenibei 1 2014
Resolution No. 14-170 -1-
No. R-
EXHIBTI' B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION BOND
SERIES 2014A
Rate Maturity
February 1, 20_
Registered Owner: Cede & Co.
Date of
Original Issue
December 18, 2014
CUSIP
The City of St. Louis Park, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and
for value received hereby promises to pay to the Registered Owner specified above or registered
assigns, the principal sum of $ on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable February 1 and August 1
in each year, commencing August 1, 2015, to the person in whose name this Bond is registered at
the close of business on the fifteenth day (whether or not a business day) of the immediately
preceding month. The interest hereon and, upon presentation and surrender hereof, the principal
hereof are payable in lawful money of the United States of America by check or draft by Bond
Trust Services Corporation, Roseville, Minnesota, as Bond Registrar, Paying Agent, Transfer
Agent and Authenticating Agent, or its designated successor under the Resolution described
herein. For the prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
The City may elect on February 1, 2023, and on any day thereafter to prepay Bonds due
on or after February 1, 2024. 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 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 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.
This Bond is one of an issue in the aggregate principal amount of $10,000,000 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 1, 2014
Resolution No. 14-170 -2-
(the "Resolution"), for the purpose of providing money to aid in financing certain capital projects
and improvements to the City's water system and storm water system, 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, Chapters 475 and Chapter 444, as amended, and the
pnncipal hereof and interest hereon are payable in part from ad valorem taxes and in part from
net revenues from the water system and storm water system of the City, as set forth in the
Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond
and the City Council has obligated itself to levy additional ad valorem taxes on all taxable
property in the City in the event of any deficiency in taxes and net 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 in denominations of $5,000 or any integral multiple thereof of single
maturities.
The City Council has designated the issue of Bonds of which this Bond forms a part as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for
financial institutions and within the $10 million limit allowed by the Code for the calendar year
of issue.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system and storm water
system free from competition by other like municipal utilities; that adequate insurance on said
systems and suitable fidelity bonds on employees will be carried; that proper and adequate books
of account will be kept showing all receipts and disbursements relating to the Water Fund and
Storm water Fund, into which it will pay all of the gross revenues from the water system and
storm water system, respectively; that it will also create and maintain a Utility Improvements
Account within the General Obligation Bonds, Series 2014A Debt Service Fund, into which it
will pay, out of the net revenues from the water system and storm water system, a sum sufficient
to pay pnncipal of the Utility Revenue Bonds (as defined in the Resolution) and interest on the
Utility Revenue Bonds when due; and that it will provide, by ad valorem tax levies, for any
deficiency in required net revenues of the water system and storm water system.
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 authonzed 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
•
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Resolution No. 14-170 -3-
• 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, charter, or statutory 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: December 18, 2014
CITY OF ST. LOUIS PARK,
MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES
CORPORATION
By
Authorized Representative
Resolution No. 14-170 -4-
ABBREVIATIONS
The following abbreviations, when used in the inscription 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 point tenants with right 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 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
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
Resolution No. 14-170 -5-
• The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
Resolution No. 14-170 -1-
EXHIBIT C
TAX LEVY SCHEDULE
TAX LEVY CALCULATION
City of St. Louis Park, Minnesota
$10,000,000 General Obligation Bonds, Series 2014A
Dated Date: 12/18/2014
Charter Bonds Portion'
Tax Tax Bond
Levy Collect Pay Total Funds P & 1 Net
Year Year Year P & I Available (1) x 105% Levy
2014 / 2015 / 2016 113,511 67 113.511 67 0 00 0 00
2015 / 2016 / 2017 566,400 00 594,720 00 594.720 00
2016 / 2017 / 2018 567,100 00 595 455 00 595 455 00
2017 / 2018 / 2019 562,600 00 590,730 00 590 730 00
2018 / 2019 / 2020 563,000 00 591,150 00 591.150 00
2019 / 2020 / 2021 563,200 00 591,360 00 591,360 00
2020 / 2021 / 2022 563,200 00 591,360 00 591,360 00
2021 / 2022 / 2023 563,000 00 591,150 00 591,150 00
2022 / 2023 / 2024 562,600 00 590,730 00 590,730 00
2023 / 2024 / 2025 567,000 00 595,350 00 595.350 00
2024 1 2025 / 2026 566.100 00 594,405 00 594.405 00
Totals 5,757,711 67 113,511 67 5,926,410 00 5 926,410 00
(1) The following funds are available to pay the interest payments due 8/1/15 & 2/1/16
Capitalized Interest 113,511 67
•
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Extract of Minutes of Meeting
of the City Council of the City of
St Louis Park, Hennepin County, Minnesota
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, December 1, 2014,
commencing at 7:30 P.M.
The following members were present:
Mayor Jeff Jacobs, Councilmembers Anne Mavity, Susan Sanger, Steve Hallfin, Jake Spano,
Gregg Lindberg, and Tim Brausen -
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 General Obligation Bonds, Series 2014A, to be issued in
the original aggregate principal amount of $10,000,000.
The City Manager presented a tabulation of the proposals which had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A
attached.
After due consideration of the proposals, Member Susan Sanger then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
453103v2 MNI SA140-116