HomeMy WebLinkAbout19-042 - ADMIN Resolution - City Council - 2019/03/18Resolution No. 19-042
A resolution awarding the sale of general obligation bonds, series
2019a, in the original aggregate principal amount of $22,220,000;
fixing their form and specifications; directing their execution and
delivery; and providing for their payment
Be it resolved by the City Council (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. Pursuant to a resolution adopted by the City Council on
February 19, 2019 (the “Authorizing Resolution”), the City Council authorized the sale of the
City’s general obligation bonds (the “Charter Bonds”) pursuant to Section 6.15 of the City
Charter (the “Charter”) and Minnesota Statutes, Chapter 475, as amended (the “Municipal
Debt Act”), in order to provide for the construction of projects related to SWLRT, sidewalks,
trails, and fiber extension and improvements to Cedar Lake Road in the City (collectively, the
“Capital Projects”). The Authorizing Resolution was approved by a vote of at least six (6)
members of the City Council.
1.02. Abatement Bonds.
(a) The City has determined to finance the construction of the new Westwood
Hills Nature Center (the “Abatement Project”), which will help to acquire public facilities
by financing the construction of the Abatement Project, to provide continued access to
Abatement Project-related services for residents of the City, and to benefit certain
properties in the City.
(b) Under the Municipal Debt Act and Minnesota Statutes, Sections
469.1812 through 469.1815, as amended (collectively, the “Abatement Act”), the City is
authorized to grant a property tax abatement on specified parcels in order to
accomplish certain public purposes, including the construction of the Abatement
Project.
(c) Pursuant to a resolution adopted by the City Council on March 4, 2019
(the “Abatement Resolution”) following a duly noticed public hearing, the City Council
approved a property tax abatement (the “Abatements”) in the maximum amount of
$12,890,000 for certain property in the City (the “Abatement Parcels”) over a period of
nine (9) years, in an amount sufficient to pay the principal of, and all or a portion of the
interest on, the general obligation bonds issued to finance the Abatement Project.
(d) In the Abatement Resolution, the City found and determined that the
Abatement Project benefits the Abatement Parcels and that the maximum principal
amount of bonds to be secured by Abatements does not exceed the estimated sum of
Abatements from the Abatement Parcels for the term authorized under the Abatement
Resolution.
(e) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue general obligations bonds (the
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Resolution No. 19-042 2
“Abatement Bonds”) pursuant to the Abatement Act to provide financing for the
Abatement Project.
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 2019A (the “Bonds”), in
the original aggregate principal amount of $22,220,000, pursuant to the Municipal Debt
Act and the Abatement Act (together, the “Act”) and the Charter, in order to provide
financing for the Capital Projects and the Abatement Project.
(b) The City is authorized 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
independent municipal 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. A tabulation of proposals received is
attached hereto as EXHIBIT A. The proposal of Morgan Stanley & Co, LLC, New York, New York, as
syndicate manager (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 price
of $23,041,847.23 (par amount of $22,220,000.00, plus original issue premium of $916,712.60,
less original issue discount of $62,284.70, less underwriter’s discount of $32,580.67), plus accrued
interest, if any, to date of delivery for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2021 2.000% 2029 3.000%
2022 4.000 2030 3.000
2023 4.000 2031 2.750
2024 4.000 2032 2.750
2025 2.000 2033 2.875
2026 2.000 2034 3.000
2027 4.000 2035 3.000
2028 4.000
True interest cost: 2.6422542%
1.05. Purchase Contract. The amount proposed by the Purchaser in excess of the
minimum bid shall be credited to the accounts in the Debt Service Fund hereinafter created or
deposited in the accounts in the Construction Fund hereinafter created, as determined by the
Chief Financial Officer of the City in consultation with the City’s municipal advisor. The Chief
Financial Officer 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 and the Charter, in the total principal amount of $22,220,000,
originally dated April 10, 2019, in the denomination of $5,000 each or any integral multiple
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Resolution No. 19-042 3
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
2021 $ 190,000 2029 $ 2,360,000
2022 740,000 2030 2,435,000
2023 770,000 2031 1,875,000
2024 800,000 2032 1,925,000
2025 840,000 2033 1,975,000
2026 855,000 2034 2,035,000
2027 1,055,000 2035 2,100,000
2028 2,265,000
(a) $9,760,000 of the Bonds (the “Charter Bonds”), maturing on February 1 in
the years and in the amounts set forth below, will be used to finance the Capital Projects:
Year Amount Year Amount
2021 $ 190,000 2029 $ 935,000
2022 740,000 2030 965,000
2023 770,000 2031 360,000
2024 800,000 2032 370,000
2025 840,000 2033 380,000
2026 855,000 2034 390,000
2027 865,000 2035 405,000
2028 895,000
(b) The remainder of the Bonds in the amount of $12,460,000 (the
“Abatement Bonds”), maturing on February 1 in the years and in the amounts set forth
below, will be used to finance the Abatement Project:
Ye ar Amount Year Amount
2027 $ 190,000 2032 $ 1,555,00
0
2028 1,370,000 2033 1,595,000
2029 1,425,000 2034 1,645,000
2030 1,470,000 2035 1,695,000
2031 1,515,000
1.07. Optional Redemption. The City may elect on February 1, 2027, and on any day
thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant’s interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
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Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2020,
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:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the transferor.
The Registrar may, however, close the books for registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until that interest
payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner’s attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
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(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 governmental charge required to be paid with respect to the transfer
or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or
lost, upon the payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with
the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and
of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to give
notice by publication or by mail to any registered owner, or any defect therein, will not
affect the validity of the proceedings for the redemption of Bonds. Bonds so called for
redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon thirty (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 the City Council, the Chief Financial
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Resolution No. 19-042 6
Officer 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 price in accordance with the contract of
sale heretofore made and executed, and the Purchaser is not obligated to see to the application
of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B
attached hereto with such changes as may be necessary to reflect more than one maturity in a
single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds
will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form 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, 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 2019A Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund
shall be administered and maintained by the Chief Financial Officer 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 the “Abatement Project Account.” Amounts in the Capital Projects Account are irrevocably
pledged to the Charter Bonds, and amounts in the Abatement Project Account are irrevocably
pledged to the Abatement Bonds.
(a) Capital Projects Account. The Chief Financial Officer shall timely deposit in
the Capital Projects Account of the Debt Service Fund the ad valorem taxes hereinafter
levied and allocated to the payment of debt service on the Charter Bonds, which ad
valorem taxes are pledged to the Capital Projects Account. There is also appropriated to
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Resolution No. 19-042 7
the Capital Projects Account (i) capitalized interest financed with proceeds of the Bonds, if
any; and (ii) a pro rata portion of amounts 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) Abatement Project Account. The Chief Financial Officer shall timely
deposit in the Abatement Project Account of the Debt Service Fund the Abatements
from the Abatement Parcels and the ad valorem taxes hereinafter levied and all ocated
to the payment of interest on the Abatement Bonds, which ad valorem taxes are
pledged to the Abatement Project Account. There is also appropriated to the Abatement
Project Account (i) capitalized interest financed with proceeds of the Bonds, if any; and
(ii) a pro rata portion of amounts 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.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds,
Series 2019A Construction Fund (the “Construction Fund”). The City will maintain the following
accounts in the Construction Fund: the “Capital Projects Account” and “Abatement Project
Account.” Amounts in the Capital Projects Account are irrevocably pledged to the Charter
Bonds, and amounts in the Abatement Project Account are irrevocably pledged to the
Abatement Bonds.
(a) Capital Projects Account. Proceeds of the Charter Bonds, less the
appropriations made in Section 4.01(a), together with ad valorem 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 principal 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) Abatement Project Account. Proceeds of the Abatement Bonds, less the
appropriations made in Section 4.01(b) hereof, will be deposited in the Abatement Project
Account of the Construction Fund to be used solely to defray expenses of the Abatement
Project described herein and in the Abatement Resolution. When the Abatement Project
is completed and the cost thereof paid, the Abatement Project Account of the
Construction Fund is to be closed and any funds remaining may be deposited in the
Abatement Project Account of the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal 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.
4.04. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Charter Bonds and the interest on the Abatement Bonds, there is levied a direct annual
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irrepealable ad valorem tax upon all of the taxable property in the City (the “Taxes”), 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 and the Abatement Account of the
Debt Service Fund above provided and will be in the years and amounts as attached hereto as
EXHIBIT C.
4.05. 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
Abatements will produce at least five percent (5%) in excess of the amount needed to meet
when due the principal and interest payments on the Bonds. The tax levy herein provided is
irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual
tax levies the Chief Financial Officer 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.
4.06. 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 Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to
show the facts within their knowledge or as shown by the books and records in their custody and
under their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, 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 Chief
Financial Officer are authorized and directed to certify that they have examined the Official
Statement prepared and circulated in connection with the issuance and sale of the Bonds and
that to the best of their knowledge and belief the Official Statement is a complete and accurate
representation of the facts and representations made therein as of the date of the Official
Statement.
5.03. Other Certificates. The Mayor, the City Manager, and the Chief Financial Officer
are hereby authorized 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 Chief Financial Officer shall also execute and
deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Chief
Financial Officer 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,
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Minnesota on the closing date for further distribution as directed by the City’s municipal
advisor, Ehlers and 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 periods
for investments, limitations on amounts invested at a yield greater than the yield on the Bonds,
and the rebate of excess investment earnings to the United States.
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 “private activity bonds” within the meaning of Sections 103 and 141 through 150 of
the Code.
6.04. Not Qualified Tax-Exempt Obligations. The Bonds are not designated as “qualified
tax-exempt obligations” 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 1.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of
the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
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
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Resolution No. 19-042 10
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on 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 principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
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 securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
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
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Resolution No. 19-042 11
Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it
may be amended from time to time in accordance with the terms thereof.
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.
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The motion for the adoption of the foregoing resolution was duly seconded by City Cou ncil
Member Tim Brausen, and, after full discussion thereof and upon a vote being taken thereon,
the following City Council Members voted in favor thereof: Jake Spano, Tim Brausen, Steve
Hallfin, Rachel Harris, and Anne Mavity.
And the following City Council Members voted in opposition: Thom Miller and Margaret Rog.
Reviewed for Administration: Adopted by the City Council March 18, 2019
Thomas K. Harmening, City Manager Jake Spano, Mayor
Attest:
Melissa Kennedy, City Clerk
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Resolution No. 19-042 13
Exhibit A
Proposals
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Resolution No. 19-042 14
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Resolution No. 19-042 15
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Resolution No. 19-042 16
Exhibit B
Form of bond
No. R-_____ UNITED STATES OF AMERICA $_________
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION BOND
SERIES 2019A
Rate
Maturity
Date of
Original Issue
CUSIP
February 1, 20__ April 10, 2019
Registered Owner: Cede & Co.
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 abov e 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 (calculated on
the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each
year, commencing February 1, 2020, 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, up on 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, 2027, and on any day thereafter to prepay Bonds due
on or after February 1, 2028. 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 $22,220,000 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 March 18, 2019
(the “Resolution”), for the purpose of providing money to aid in financing certain capital
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Resolution No. 19-042 17
projects and construction of public facilities, pursuant to and in full conformity with the home
rule charter of the City and the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Chapter 475 and Sections 469.1812 through 469.1815, as amended, and
the principal hereof and interest hereon are payable in part from ad valorem taxes and in part
from tax abatement revenues, 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 tax abatement 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.
This Bond is not a “qualified tax-exempt obligation” within the meaning of Section
265(b)(3) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner’s attorney duly authorized in writing
upon surrender hereof together with a written instrument of transfer satisfactory to the Bond
Registrar, duly executed by the registered owner or the owner’s attorney; and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or
exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any ta x, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this
Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Bond
Registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions
and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general oblig ation 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: April 10, 2019
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Resolution No. 19-042 18
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
______________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscrip tion 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 UNIF GIFT MIN ACT
_________ Custodian _________
(Cust) (Minor)
TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to
Minors Act, State of _______________
JT TEN -- as joint tenants with right of
survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
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Resolution No. 19-042 19
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.
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
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
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Resolution No. 19-042 20
Exhibit C
Tax levy schedules
Tax Levy Schedule for the Charter Bonds
Tax Levy Schedule for the Abatement Bonds
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STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
CITY OF ST. LOUIS PARK )
I, the undersigned, being the duly qualified and acting City Clerk of the City of St. Louis
Park, Hennepin County, Minnesota (the “City”), do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular meeting of the City
Council of the City held on March 18, 2019, with the original minutes on file in my office and
the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance
and sale of the City’s General Obligation Bonds, Series 2019A, in the original aggregate
principal amount of $22,220,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
____ day of __________, 2019.
City Clerk
City of St. Louis Park, Minnesota
(SEAL)
SA140-126 (MNI)
559149v2
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