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HomeMy WebLinkAbout19-140 - ADMIN Resolution - City Council - 2019/11/04Resolution No. 19-140 A resolution awarding the sale of taxable general obligation housing improvement area refunding bonds, series 2019c, in the original aggregate principal amount of $2,200,000; fixing their form and specifications; directing their execution and delivery; providing for their payment; and providing for the redemption of bonds refunded thereby 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. Background. (a) The City has previously established the Sunset Ridge Housing Improvement Area (the “Housing Improvement Area”) in order to facilitate certain housing improvements (the “Housing Improvements”) to property known as the Sunset Ridge Condominium Association (the “Association”). The City Council has previously imposed a housing improvement fee (the “Housing Fees”) on housing units located in the Housing Improvement Area in order to finance the Housing Improvements. (b) Pursuant to Minnesota Statutes, Chapter 475, as amended, and Sections 428A.11 through 428A.21, as amended (collectively, the “Act”), the City issued its Taxable General Obligation Housing Improvement Area Bonds, Series 2010A (the “Refunded Bonds”), on May 7, 2010, in the original aggregate principal amount of $3,105,000, currently outstanding in the principal amount of $2,160,000, and subject to optional redemption on or after February 1, 2019, to finance the Housing Improvements. (c) The City is authorized by Section 475.67, subdivision 3 of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (d) The City finds it necessary and desirable for the reduction of debt service costs to the City to issue its Taxable General Obligation Housing Improvement Area Refunding Bonds, Series 2019C (the “Bonds”), in the original aggregate principal amount of $2,200,000, pursuant to the Act, specifically Section 475.67, subdivision 3, in order to redeem and prepay the Refunded Bonds on December 10, 2019 (the “Redemption Date”). (d) The City is authorized by Section 475.60, subdivision 2(6) of the Act to negotiate the sale of the Bonds, it being determined, on the advice of bond counsel, that interest on the Bonds cannot be represented to be excluded from gross income for purposes of federal income taxation. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 2 1.02. Award to the Purchaser and Interest Rates. A tabulation of proposals received is attached hereto as EXHIBIT A. The proposal of Robert W. Baird & Co., Incorporated, Milwaukee, Wisconsin, as syndicate manager (the “Purchaser”), to purchase the Bonds of the City described in the Terms of Proposal thereof is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $2,193,752.49 (principal amount of $2,200,000.00, plus original issue premium of $4,879.75, less underwriter’s discount of $11,127.26), plus accrued interest, if any, to the date of delivery for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2020 2.000% 2025 2.000% 2021 2.000 2026 2.000 2022 2.000 2027 2.100 2023 2.000 2028 2.200 2024 2.000 True interest cost: 2.1175891% 1.03. Purchase Contract. The amount proposed by the Purchaser in excess of the minimum bid shall be credited to the Bond Fund hereinafter created or to the Redemption Fund hereinafter created, as determined by the Chief Financial Officer 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 forthwith. The Mayor and the City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City shall forthwith issue and sell the Bonds in the total principal amount of $2,200,000, originally dated November 26, 2019, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2020 $190,000 2025 $275,000 2021 255,000 2026 280,000 2022 260,000 2027 285,000 2023 260,000 2028 125,000 2024 270,000 1.05. Optional Redemption. The City may elect on February 1, 2026, and on any date thereafter to prepay Bonds due on or after February 1, 2027. 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 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 3 will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the 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 such Bond shall 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 such Bond will be dated as of the date of original issue. The interest on the Bonds will be payable on February 1 and August 1 of each year, commencing February 1, 2020, to the owner 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, and shall maintain, 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 such interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner’s attorney in writing. (d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 4 satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner’s order will be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For a transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 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, such corporation is authorized DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 5 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 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 all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained 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 each Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager shall deliver the same to the Purchaser upon payment of the purchase 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. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed in substantially the form set forth in EXHIBIT B attached hereto. 3.02. Approving Legal Opinion. The City Clerk shall obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and shall cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Funds. The City will continue to operate and maintain its Sunset Ridge Housing Improvement Area Fund (the “Housing Fund”), which fund will be continued and maintained as a permanent fund of the City until all the Bonds are paid. Within the Housing Fund there will be established and maintained separate accounts as follows: (a) The Costs of Issuance Fund, into which fund will be deposited proceeds of the Bonds in the amount of $34,652, which amount will be used solely for the purpose of paying costs of issuance of the Bonds. The City authorizes the Purchaser to forward amounts in the Costs of Issuance Fund allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota, on the closing date for further distribution as directed by the City’s municipal advisor, Ehlers and Associates, Inc. Any balance remaining in the Costs of Issuance Fund after all disbursements for issuance expenses shall be transferred to the DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 6 Bond Fund. Interest earnings from moneys in the Costs of Issuance Fund shall be credited to the Surplus Fund hereinafter created. (b) The Bond Fund, into which fund will be deposited Housing Fees in the amount necessary to pay when due the principal and interest on the Bonds. Interest earnings from moneys in the Bond Fund shall be credited to the Bond Fund. There is also appropriated to the Bond Fund amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Bond Fund in accordance with Section 1.03 hereof. (c) The Surplus Fund, into which fund will be deposited all Housing Fees in excess of the amounts required to be deposited into the Bond Fund under this Section. Amounts in the Surplus Fund shall be applied and disbursed in accordance with the Development Agreement, dated as of March 1, 2010 (the “Development Agreement”), between the City and the Association. Interest earnings from moneys in the Surplus Fund shall be credited to the Surplus Fund. 4.02. Redemption Fund. Proceeds of the Bonds, less the appropriations made in Section 4.01 hereof, will be deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay the Refunded Bonds on the Redemption Date. Any balance remaining in the Redemption Fund after the redemption of the Refunded Bonds on the Redemption Date shall be deposited in the Bond herein created. 4.03. Deposit of Funds. Money in the funds created by this resolution will be kept separate from other municipal funds and deposited only in a bank or banks which are members of the Federal Deposit Insurance Corporation (“FDIC”). Deposits which cause the aggregate deposits of the City in any one bank to be in excess of the amount insured by FDIC must be continuously secured in the manner provided by law for the investment of municipal funds. In the event excess moneys are held in any of the accounts created pursuant to Section 4.01 hereof, such excess moneys shall be applied and disbursed in accordance with the Development Agreement. 4.04. Prior Bond Fund. The bond fund heretofore established for the Refunded Bonds pursuant to the resolution authorizing the issuance and sale of the Refunded Bonds (the “Prior Resolution”) shall be terminated following the redemption of the Refunded Bonds, and all monies therein shall be transferred to the Bond Fund herein created. 4.05. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior Resolution relating to the Housing Fees levied for the Housing Improvements are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions hereof. 4.06. 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 Bond 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 Bond Fund when a sufficient balance is available therein. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 7 4.07. No Tax Levy Required. It is hereby determined that the estimated collections of Housing Fees for the payment of principal and interest on the Bonds 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 and that no tax levy is needed at this time. 4.08. Taxpayer Services Division Manager’s Certificate as to Registration. The City Manager is authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division Manager of Hennepin County and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. Purpose of Refunding. The Refunded Bonds will be called for redemption on the Redemption Date in the principal amount of $2,160,000. It is hereby found and determined that based upon information presently available from the City’s municipal advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Refunded Bonds, is consistent with covenants made with the holders of the Refunded Bonds and is necessary and desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment . 5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. 5.03. Redemption; Date of Redemption. The Refunded Bonds maturing after the Redemption Date will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as EXHIBIT C, which terms and conditions are hereby approved and incorporated herein by reference. The registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Refunded Bonds at least thirty (30) days prior to the Redemption Date. Section 6. Authentication of Transcript. 6.01. 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, shall be deemed representations of the City as to the facts stated therein. 6.02. 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 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 8 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. 6.03. Other Certificates. The Mayor, City Manager, and 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, City Manager, and 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. 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 such 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 Bonds, (ii) the delivery to any Participant or any other person other than a registered owner of Bonds, as shown by the registration books kept by the Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, or any amount with respect to principal of 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 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 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 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 the Paying Agent. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 9 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which shall govern payment of principal of and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to at all times be complied with. 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 interest 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 any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond will be made and given, respectively in the manner provided 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 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, and 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 have been discharged as provided in this Section, all pledges, covenants and other rights granted by this resolution to holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the 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 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 10 Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 11 The motion for the adoption of the foregoing resolution was duly seconded by City Council Member Rachel Harris, and, after full discussion thereof and upon a vote be ing taken thereon, the following City Council Members voted in favor thereof: Tim Brausen, Anne Mavity, Rachel Harris, Thom Miller, Jake Spano, and Steve Hallfin And the following City Council Members voted in opposition: None Reviewed for Administration: Adopted by the City Council Nov. 4, 2019 Thomas K. Harmening, city manager Jake Spano, mayor Attest: Melissa Kennedy, city clerk DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 12 Exhibit A Proposals DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 13 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 14 Exhibit B Form of bond No. R-__ $___________ United States of America State of Minnesota County of Hennepin City of St. Louis Park Taxable General Obligation Housing Improvement Area Refunding Bond Series 2019C Rate Maturity Date of Original Issue CUSIP February 1, 20__ November 26, 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 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 (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, 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 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, 2026, and on any date thereafter to prepay Bonds due on or after February 1, 2027. 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. All prepayments will be at a price of par plus accrued interest. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 15 This Bond is one of an issue in the aggregate principal amount of $2,200,000, 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 November 4, 2019 (the “Resolution”), for the purpose of providing money to aid in refunding certain outstanding general obligations of the City, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, specifically Section 475.67, subdivision 3, and Minnesota Statutes, Sections 428A.11 to 428A.21, as amended. The principal hereof and interest hereon are payable primarily from certain housing improvement fees levied on property within the housing improvement area in which the housing improvements are located, 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 ad valorem taxes on all taxable property in the City in the event of any deficiency in housing improvements fees 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. 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 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 Registrar, duly executed by the registered owner or the owner’s attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the 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 Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the City’s home rule charter to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the 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 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 16 the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below. Dated: November 26, 2019 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 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 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. ________________________________________ DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 17 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. 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 _________________________________ DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 18 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 t he person last noted below. Date of Registration Registered Owner Signature of Officer of Registrar Cede & Co. Federal ID #13-2555119 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 19 Exhibit C Notice of call for redemption $3,105,000 City of St. Louis Park, Minnesota Taxable General Obligation Housing Improvement Area Bonds Series 2010A NOTICE IS HEREBY GIVEN that, by order of the City of St. Louis Park, Minnesota (the “City”), there have been called for redemption and prepayment on December 10, 2019 all outstanding bonds of the City designated as Taxable General Obligation Housing Improvement Area Bonds, Series 2010A, dated May 7, 2010, having stated maturity dates of February 1 in the years 2020 through 2031, both inclusive, totaling $2,160,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2020 $135,000 791740 WE9 2021 145,000 791740 WF6 2022 150,000 791740 WG4 2024 320,000 791740 WJ8 2026 350,000 791740 WL3 2028 390,000 791740 WN9 2031 670,000 791740 VV2 The bonds are being called at a price of par plus accrued interest to December 10, 2019, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before December 10, 2019. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2009, the paying agent is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any bonds subject to redemption and prepayment on the redemption date, unless the paying agent is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 20 Dated: ________________, 2019. By order of the City Council of the City of St. Louis Park, Minnesota By /s/ Tom Harmening City Manager City of St. Louis Park, Minnesota DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9 Resolution No. 19-140 21 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 November 4, 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 Taxable General Obligation Housing Improvement Area Refunding Bonds, Series 2019C, in the original aggregate principal amount of $2,200,000. 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) SA140-131 (MNI) 618974v2 DocuSign Envelope ID: F14C52C6-4A46-475A-A056-B2769D0A32A9