HomeMy WebLinkAbout19-139 - ADMIN Resolution - City Council - 2019/11/04Resolution No. 19-139
A resolution awarding the sale of general obligation bonds,
series 2019b, in the original aggregate principal amount of
$15,105,000; 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. Utility Revenue Bonds.
(a) The City engineer has recommended the construction of various
improvements to the City’s water and storm sewer systems (collectively, 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 principal amount of $7,520,000 (the
“Utility Revenue Bonds”), pursuant to the Utility Revenue Act, to provide financing for
the Utility Improvements.
1.02. Refunding Bonds.
(a) Pursuant to the home rule charter of the City (the “Charter ”) and
Minnesota Statutes, Chapter 475, as amended (the “Municipal Debt Act ”), the City
issued its Taxable General Obligation Bonds, Series 2010D (Build America Bonds – Direct
Pay) (the “Refunded Bonds”), on December 29, 2010, in the original aggregate principal
amount of $13,025,000, currently outstanding in the principal amount of $9,200,000, of
which $8,610,000 in principal amount is subject to optional redemption on or after
February 1, 2020, to finance two new fire stations in the City (the “Charter Project ”).
(b) The City is authorized by Section 475.67, subdivision 3 of the Municipal
Debt 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.
(c) It is necessary and desirable for the reduction of debt service costs to the
City to issue general obligations in the principal amount of $7,585,000 (the “Refunding
Bonds”), pursuant to the Municipal Debt Act, specifically Section 475.67, subdivision 3,
in order to redeem and prepay the Refunded Bonds on February 1, 2020 (the
“Redemption Date”).
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Resolution No. 19-139 2
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 2019B (the “Bonds”), in
the original aggregate principal amount of $15,105,000, pursuant to the Charter and the
Utility Revenue Act and the Municipal Debt Act (together, the “Act”), including
Section 475.67, subdivision 3, in order to provide financing for the Utility Improvements
and the refinancing of the Charter Project through the redemption and prepayment of
the Refunded Bonds.
(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 Raymond James & Associates, Inc., St. Petersburg,
Florida, 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 $17,405,963.80 (par amount of $15,105,000.00, plus original issue premium of
$2,354,586.55, less underwriter’s discount of $53,622.75), plus accrued interest, if any, to the
date of delivery for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2021 5.000% 2027 5.000%
2022 5.000 2028 5.000
2023 5.000 2029 5.000
2024 3.000 2030 3.000
2025 5.000 2031 3.000
2026 5.000 2032 3.000
True interest cost: 1.7477361%
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,
deposited in the Construction Fund hereinafter created, or deposited in the Redemption 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 $15,105,000,
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 maturing serially on
February 1 in the years and amounts as follows:
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Resolution No. 19-139 3
Year Amount Year Amount
2021 $ 990,000 2027 $ 1,445,000
2022 1,155,000 2028 1,520,000
2023 1,210,000 2029 1,585,000
2024 1,280,000 2030 1,675,000
2025 1,315,000 2031 765,000
2026 1,380,000 2032 785,000
(a) $7,520,000 of the Bonds, constituting the Utility Revenue Bonds, maturing
on February 1 in the years and in the amounts set forth below, will be used to finance the
Utility Improvements:
Year Amount Year Amount
2021 $550,000 2026 $765,000
2022 640,000 2027 800,000
2023 670,000 2028 845,000
2024 710,000 2029 880,000
2025 730,000 2030 930,000
(b) The remainder of the Bonds in the amount of $7,585,000, constituting the
Refunding Bonds, maturing on February 1 in the years and in the amounts set forth below,
will be used to refinance the Charter Project through the redemption and prepayment of
the Refunded Bonds:
Year Amount Year Amount
2021 $440,000 2027 $645,000
2022 515,000 2028 675,000
2023 540,000 2029 705,000
2024 570,000 2030 745,000
2025 585,000 2031 765,000
2026 615,000 2032 785,000
1.07. Optional Redemption. The City may elect on February 1, 2028, and on any day
thereafter to prepay Bonds due on or after February 1, 2029. 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.
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.
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2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 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.
(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
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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
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
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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.
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 Bo nd.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Bonds,
Series 2019B 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 “Utility Improvements
Account” and the “Charter Project Account.” Amounts in the Utility Improvements Account are
irrevocably pledged to the Utility Revenue Bonds, and amounts in the Charter Project Account
are irrevocably pledged to the Refunding Bonds.
(a) Utility Improvements Account. The City will continue to maintain and
operate its Water Fund and Storm Sewer Fund, to which will be credited all gross
revenues of the water system and storm sewer 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 Chief Financial Officer
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 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.
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(b) Charter Project Account. The Chief Financial Officer shall timely deposit in
the Charter Project Account of the Debt Service Fund the ad valorem taxes levied
hereunder (the “Taxes”) and allocated to the payment of debt service on the Refunding
Bonds, which Taxes are pledged to the Charter Project Account. There is also appropriated
to the Charter Project Account 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 2019B Construction Fund (the “Construction Fund”). Proceeds of the Utility Revenue
Bonds, less the appropriations made in Section 4.01(a) hereof, will be deposited in 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 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. Redemption Fund. Proceeds of the Refunding Bonds, less the appropriations
made in Section 4.01(b) hereof and the costs of issuance of the Refunding Bonds, will be
deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay
the outstanding 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 Charter Project Account of the Debt Service Fund herein created.
4.04. 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 sewer 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 Sewer 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 sewer 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 sewer 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 transcripts
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.
(d) The City Council will cause persons handling revenues of the water system
and storm sewer system to be bonded in reasonable amounts for the protection of the
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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 sewer 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 sewer system as required by law.
(g) The City will impose and collect charges of the nature authorized 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.
4.05. Prior Debt Service Fund. The debt service fund heretofore established for the
Refunded Bonds pursuant to the resolution providing for the issuance and sale of the Refunded
Bonds (the “Prior Resolution”) shall be closed following the redemption of the Refunded Bonds,
and all monies therein shall be transferred to the Charter Project Account of the Debt Service
Fund herein created.
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 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.
4.07. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Refunding 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 Charter Project Account
of the Debt Service Fund above provided and will be in the years and amounts as attached
hereto as EXHIBIT C.
4.08. Cancellation of Prior Levies after Redemption Date. Following the payment in
full of all outstanding principal and interest due on the Refunded Bonds on th e Redemption
Date, the Chief Financial Officer is hereby directed to certify such fact to and request the
Taxpayer Services Division Manager of Hennepin County, Minnesota (the “Taxpayer Services
Division Manager ”) to cancel any and all tax levies made by the Prior Resolution.
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4.09. 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 (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 the
amount available in the Debt Service Fund to pay principal and interest due du ring the ensuing
year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible
during such year by the amount so certified.
4.10. 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. 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 $8,610,000. 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 D ate. 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 D, 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, will 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
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Resolution No. 19-139 10
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.
6.03. 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 of ficers, 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.
6.04. 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 and Associates, Inc.
Section 7. Tax Covenant.
7.01. 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.
7.02. 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.
7.03. 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.
7.04. 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.
7.05. 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 8. Book-Entry System; Limited Obligation of City.
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Resolution No. 19-139 11
8.01. 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 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.
8.02. 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, 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.
8.03. 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.
8.04. 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
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Resolution No. 19-139 12
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.
8.05. 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 9. Continuing Disclosure.
9.01. 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.
9.02. 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 10. 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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Resolution No. 19-139 13
The motion for the adoption of the foregoing resolution was duly seconded by City Council
Member Steve Hallfin, and, after full discussion thereof and upon a vote being taken thereon,
the following City Council Members voted in favor thereof: Tim Brausen, Anne Mavity, Rachel
Harris, Thom Miller, Jake Spano, and Steve Halfin
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
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Resolution No. 19-139 14
Exhibit A
Proposals
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Resolution No. 19-139 15
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Resolution No. 19-139 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 2019B
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 August 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 imme diately
preceding month. The interest hereo n 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 cre dit and taxing powers of the City have been and
are hereby irrevocably pledged.
The City may elect on February 1, 2028, and on any day thereafter to prepay Bonds due
on or after February 1, 2029. 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 w ill 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 $15,105,000 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
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Resolution No. 19-139 17
November 4, 2019 (the “Resolution”), for the purpose of providing money to aid in financing
various improvements to the City’s water system and storm sewer system and in refunding
certain 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, Chapters 475 and Chapter 444, as amended, including Minnesota
Statutes, Section 475.67, subdivision 3. The principal hereof and interest hereon are payable in
part from ad valorem taxes and in part from net revenues from the water system and storm
sewer 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 singl e 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.
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
sewer 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 Sewer Fund, into which it will pay all of the gross revenues from the
water system and storm sewer system, respectively; that it will also create and maintain a
Utility Improvements Account within the General Obligation Bonds, Series 2019B Debt Service
Fund, into which it will pay, out of the net revenues from the water system and storm sewer
system, a sum sufficient to pay principal 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
sewer 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 Registrar, by the
registered owner hereof in person or by the owner’s attorney duly auth orized in writing upon
surrender hereof together with a written instrument of transf er 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 will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED t hat all acts, conditions
and things required by the home rule charter of the City and the Constitution and laws of the
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Resolution No. 19-139 18
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 i t 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
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 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 Resolut ion 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:
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Resolution No. 19-139 19
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:
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.)
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Resolution No. 19-139 20
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 note d below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
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Resolution No. 19-139 21
Exhibit C
Tax levy schedule
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Resolution No. 19-139 22
Exhibit D
Notice of call for redemption
$13,025,000
City of St. Louis Park, Minnesota
Taxable General Obligation Bonds
Series 2010D
(Build America Bonds – Direct Pay)
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
February 1, 2020
all outstanding bonds of the City designated as Taxable General Obligation Bonds, Series 2010D
(Build America Bonds – Direct Pay), dated December 29, 2010, having stated maturity dates of
February 1 in the years 2021 through 2032, both inclusive, totaling $8,610,000 in principal
amount, and with the following CUSIP numbers:
Year of Maturity Amount CUSIP Number
2021 $ 605,000 791740 YV9
2022 620,000 791740 YW7
2023 635,000 791740 YX5
2032 6,750,000 791740 ZG1
The bonds are being called at a price of par plus accrued interest to February 1, 2020, 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
February 1, 2020.
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.
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Resolution No. 19-139 23
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
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Resolution No. 19-139 24
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
General Obligation Bonds, Series 2019B, in the original aggregate principal amount of
$15,105,000.
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)
SA140-130 (MNI)
619022v2
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