HomeMy WebLinkAbout22-082 - ADMIN Resolution - City Council - 2022/05/16Resolution No. 22-082
Resolution awarding the sale of General Obligation Refunding
Bonds (Louisiana Court Project), Series 2022A, in the original aggregate
principal amount of $1,345,000; fixing their form and specifications;
directing their execution and delivery; approving the execution of
agreements; 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. Background.
1.01. The City is a home rule city and political subdivision of the State of Minnesota
(the “State”) and is authorized under its charter (the “Charter”) to issue bonds for any public
purpose not prohibited by law.
1.02. The Housing Authority of St. Louis Park, Minnesota, as succeeded by the St. Louis
Park Economic Development Authority (the “Authority”), is authorized under Minnesota
Statutes, Sections 469.001 through 469.047, as amended (the “HRA Act”), to undertake certain
housing development projects intended to alleviate a shortage of decent, safe, and sanitary
housing for persons of low or moderate income and their families (as such income is defined by
the Authority). The City is authorized by the HRA Act to enter into agreements with the
Authority regarding projects undertaken under the HRA Act and is further authorized under
Minnesota Statutes, Section 471.59, as amended, to perform functions for the Authority that
the City is authorized to provide for itself. The Authority and the City are authorized under
Minnesota Statutes, Section 469.192, as amended, to make loans to private parties for any
purpose that the City and the Authority are authorized to carry out under the HRA Act.
1.03. PPL Louisiana Court Limited Partnership, a Minnesota limited partnership (the
“Borrower”), acquired certain rental housing facilities located within the boundaries of the City
and renovated the facilities for use as a multifamily rental housing facility in tended primarily for
low and moderate income persons and their families (the “Facility”).
1.04. The City and the Authority provided for the financing of the Facility pursuant to
the Charter, the HRA Act, Minnesota Statutes, Chapters 474A and 475, as amended, and
Minnesota Statutes, Sections 469.192 and 471.59, as amended (collectively, the “Act”), through
issuance by the City of its General Obligation Bonds (Louisiana Court Project), Series 2000A (the
“Series 2000A Bonds”), issued in the original aggregate principal amount of $4,505,000.
1.05. Pursuant to a Loan Agreement, dated as of May 1, 2000 (the “2000 Loan
Agreement”), between the City and the Borrower, the City loaned the proceeds derived from
the sale of the Series 2000A Bonds to the Borrower to finance the costs of issuance of the
Series 2000A Bonds, to fund certain reserves, and to pay a portion of the costs of the
acquisition and renovation of the Facility.
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1.06. The Series 2000A Bonds were secured by a pledge of the full faith and credit of
the City and by the taxing power of the City and were also payable from payments made by the
Borrower pursuant to the 2000 Loan Agreement.
1.07. The obligations of the Borrower under the 2000 Loan Agreement were secured
by a Mortgage, Assignment of Rents and Leases, Security Agreement, and Fixture Filing, dated
as of May 1, 2000, by the Borrower in favor of the City.
1.08. The City and the Borrower entered into a Regulatory Agreement, dated as of
May 1, 2000 (the “Original Regulatory Agreement”), to ensure compliance by the Borrower with
certain federal and state requirements applicable to the Facility.
1.09. In accordance with the Act, including Section 475.67, subdivision 3, the City
issued its General Obligation Refunding Bonds (Louisiana Court Project), Series 2010C (the
“Refunded Bonds”), dated December 29, 2010, in the original aggregate principal amount of
$1,770,000. The Refunded Bonds are subject to optional redemption on or after
February 1, 2020 and are currently outstanding in the principal a mount of $1,345,000.
1.10. Pursuant to a Loan Agreement, dated as of December 1, 2010 (the “Prior Loan
Agreement”), between the City and the Borrower, the City loaned the proceeds derived from
the sale of the Refunded Bonds to the Borrower to refinance the Borrower’s obligations with
respect to the loan made pursuant to the 2000 Loan Agreement and to finance costs of
issuance of the Refunded Bonds and to fund certain reserves.
1.11. The Refunded Bonds were secured by a pledge of the full faith and credit of the
City and by the taxing power of the City and were also payable from payments made by the
Borrower pursuant to the Prior Loan Agreement.
1.12. The obligations of the Borrower under the Prior Loan Agreement were secured
by a Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as
of December 1, 2010 (the “Prior Mortgage”), by the Borrower in favor of the City.
1.13. In connection with the issuance of the Refunded Bonds, the City and the
Borrower entered into a First Amendment to Regulatory Agreement, dated as of
December 1, 2010 (the “First Amendment to Regulatory Agreement”), to ensure compliance by
the Borrower with certain federal and state requirements applicable to the Facility.
1.14. The City is authorized pursuant to 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 cost to the City or for the extension or adjustment of maturities in relation to the
resources available for their payment.
1.15. The City Council finds it necessary and desirable to reduce debt service costs that
the City issue its General Obligation Refunding Bonds (Louisiana Court Project), Series 2022A
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(the “Bonds”), in the original aggregate principal amount of $1,345,000, to refinance the
Refunded Bonds.
1.16. Pursuant to the terms of a Loan Agreement (the “Loan Agreement”) between
the City and the Borrower, the City proposes to make a loan (the “Loan”) to the Borrower to be
funded from the proceeds derived from the sale of the Bonds. The proceeds of the Loan will be
applied by the Borrower, together with other funds described herein, to prepay the obligations
of the Borrower under the Prior Loan Agreement, which prepayments will be applied to the
redemption and prepayment of the Refunded Bonds in whole.
1.17. The obligations of the Borrower under the Loan Agreement will be secured by an
Amended and Restated Combination Mortgage, Assignment of Rents and Leases, Security
Agreement, and Fixture Filing between the Borrower and the City, which will amend and
restate the Prior Mortgage.
1.18. In connection with issuance of the Bonds and to ensure compliance by the
Borrower with certain federal and state requirements applicable to the Facility , the City and
Borrower will enter into a Second Amendment to Regulatory Agreement, which will amend the
Original Regulatory Agreement, as amended by the First Amendment to Regulatory Agreement .
1.19. The Borrower, the City, and other lenders will enter into a Third Amended and
Restated Master Subordination Agreement and Estoppel Certificate, which sets forth the
priority of the repayment of the various loans provided to the Borrower in connection with
financing and refinancing the Facility, including but not limited to the Loan.
1.20. The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate
the sale of the Bonds because the City has retained an independent municipal advisor in
connection with the sale of the Bonds. The actions of the City staff and municipal advisor in
negotiating the sale of the Bonds are ratified and confirmed in all aspects.
Section 2. Definitions; Other General Provisions. For all purposes of this Resolution,
except as otherwise expressly provided or unless the context clearly otherwise requires:
2.01. Definitions. The terms defined in Section 1.1 of the Loan Agreement, when used
herein, shall have the meanings specified in that Section.
All references in this instrument to designated “Sections” and other subdivisions are to
the designated Sections and other subdivisions of this Resolution.
The words “herein,” “hereof,” and “hereunder,” and other words of similar import,
without reference to any particular Section or subdivision, refer to this Resolution as a whole
and not to any particular Section or other subdivision.
The terms defined in this Section have the meanings assigned to them in this Section
and include the plural as well as the singular.
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All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles.
All computations herein provided for shall be made in accordance with generally
accepted accounting principles.
“Accountant” means a certified public accountant or accountants retained by the
Borrower.
“Act” means Minnesota Statutes, Chapters 474A and 475, as amended, including
Section 475.67, subdivision 3, and Sections 469.001 through 469.047, 469.192, and 471.59, all
as amended.
“Bond Counsel” means any attorney or firm of attorneys nationally recognized as
experienced in matters relating to the tax-exempt financing of facilities of the same character
as the Facility, retained by the Borrower or the City.
“Bond Fund” means the fund created in Section 6.03 hereof.
“Bondholder” means a Person in whose name a Bond is registered in the Bond Register.
“Bond Register” has the meaning provided in Section 4.03 hereof.
“Bonds” means the General Obligation Refunding Bonds (Louisiana Court Project),
Series 2022A, issued by the City on the Date of Issue, in the original aggregate principal amount
of $1,345,000.
“Bond Year” means the period from the Date of Issue of the Bonds to May 31, 2023, and
as long as any Bonds are Outstanding, each one (1) year period thereafter commencing on any
June 1 and ending on May 31 of the following year.
“Borrower” means PPL Louisiana Court Limited Partnership, a Minnesota limited
partnership, and any permitted successor to the Borrower under Section 7.1 of the Loan
Agreement.
“Borrower Certificate” means a certificate of the Borrower signed by a person then
having been granted signatory authority and delivered to the City.
“City” means the City of St. Louis Park, Minnesota, a home rule city and political
subdivision of the State, and any successor to its functions.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
References to the Code and Sections of the Code include relevant applicable regulations
(including temporary regulations) and proposed regulations thereunder and under the Internal
Revenue Code of 1954, as amended, and any successor provisions to those sections, regulations
or proposed regulations.
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“Collateral Document” means any written instrument other than this Resolution, the
Loan Agreement, and the Mortgage, whereby any property or interest in property of any kind is
granted, pledged, conveyed, assigned, or transferred to the City as security for performance by
the Borrower of its obligations under the Loan Agreement.
“Costs of Issuance” means, without duplication, any and all costs incurred by the City
and the Borrower in the authorization, sale and issuance of the Bonds, including but not limited
to all legal, abstracting, financial and accounting fees and expenses; underwriters’ fees or
commissions; printing and engraving costs; fees, costs and expenses of the City; all fees and
taxes required in connection with recording or filing the Mortgage and all financing statements;
and all other expenses incurred in connection with the preparation of the Loan Agreement, this
Resolution, the Mortgage, the Regulatory Agreement, any Collateral Document, and any other
documents.
“Costs of Issuance Fund” means the fund established pursuant to Section 6.07 hereof.
“Date of Issue” means June 21, 2022, which is the date of issuance of the Bonds.
“Defeasance Obligations” means Government Obligations which are not subject to
redemption.
“DTC” means The Depository Trust Company, New York, New York, and its successors
and assigns.
“Facility” means the approximately 130-unit multifamily rental housing project located
on the Land originally acquired and renovated by the Borrower with the proceeds of the
Series 2000A Bonds and other funds.
“Fee Payments” means the payments required to be made by the Borrower by
Section 2.3 of the Loan Agreement.
“Funds” means any of the funds established under Section 6 hereof, as the context
requires.
“Government Obligations” means direct obligations of, or obligations the payment of
the principal of and the interest on which is fully and unconditionally guaranteed by, the United
States of America, or securities or receipts evidencing ownership interests in any of the
foregoing obligations or in specified portions (such as principal or interest) of any of the
foregoing obligations.
“Holder” means a Bondholder.
“Improvement” means any addition, enlargement, improvement, extension or
alteration of or to the Facility as it then exists, and any fixtures, structures or other fa cilities
acquired or constructed by the Borrower and located on the Land.
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“Independent,” when used with respect to any specified Person, means such a Person
who (i) is in fact independent; (ii) does not have any direct financial interest or any material
indirect financial interest in the Borrower, the Facility Manager or any affiliate, other than the
payment to be received under a contract for services to be performed by such Person; and
(iii) is not connected with the Borrower, the Facility Manager or any affiliate as an official,
officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions. Whenever it is herein provided that any Independent Person’s opinion or
certificate shall be furnished to the City, such Person shall be appointed by the City and such
opinion or certificate shall state that the signer has read this definition and that the signer is
Independent within the meaning hereof.
“Interest Payment Date” means, while the Bonds are Outstanding, February 1 and
August 1 of each year, commencing February 1, 2023.
“Loan” means the loan by the City to the Borrower of the proceeds of the Bonds,
evidenced by the execution and delivery of the Loan Agreement, but exclusive of any accrued
interest paid by the Original Purchaser of Bonds upon the delivery thereof but including the
underwriting discount, if any, in connection with the sale of Bonds by the City to the Original
Purchaser.
“Loan Agreement” means the Loan Agreement, dated as of June 1, 2022, between the
City and the Borrower with respect to the loan of the proceeds of the Bonds, as the same may
be from time to time amended or supplemented in accordan ce with the provisions thereof and
hereof.
“Loan Repayment” means a payment required to be made by the Borrower by
Section 2.2 of the Loan Agreement.
“Maturity,” when used with respect to any Bond, means the date on which the principal
of such Bond becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
“Mortgage” means the Amended and Restated Combination Mortgage, Security
Agreement, Assignment of Rents and Leases, and Fixture Filing, dated as of June 1, 2022,
between the Borrower and the City, as the same may from time to time be amended or
supplemented in accordance with the provisions thereof and hereof.
“Opinion of Counsel” means a written opinion of legal counsel, who may be counsel for
the City or the Borrower, except as otherwise specifically provided herein or in the Loan
Agreement.
“Original Purchaser” means Robert W. Baird & Co., Inc., Milwaukee, Wisconsin, as
syndicate manager, which is the original purchaser of the Bonds from the City.
“Other Lenders” means the Minnesota Housing Finance Agency, Hennepin County,
Minnesota, the Hennepin County Housing and Redevelopment Authority, and the Family
Housing Fund.
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“Outstanding” means, as of the date of determination, all Bonds theretofore issued and
delivered under this Resolution, except: (i) Bonds theretofore cancelled; (ii) Bonds and portions
of Bonds for whose payment or redemption money or Defeasance Obligations (as provided in
Section 6 hereof) shall have been theretofore deposited in trust for the Holders of such Bonds;
provided, however, that if such Bonds are to be redeemed, notice of such redemption shall
have been duly given pursuant to this Resolution or irrevocable instructions to call such Bonds
for redemption at a stated Redemption Date shall have been given to the Hol ders; and
(iii) Bonds in exchange for or in lieu of which other Bonds shall have been issued and delivered
pursuant to this Resolution. In determining whether the Holders of the requisite principal
amount of Outstanding Bonds have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Bonds owned by the City or the Borrower or any affiliate shall be
disregarded and deemed not to be Outstanding, except that in determining whether the City
shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, or waiver, only Bonds which the City knows to be so owned shall be disregarded.
“Paying Agent” means any Person designated by or pursuant to this Resolution to
receive and disburse the principal of and premium, if any, and interest on the Bonds on behalf
of the City.
“Person” means any individual, corporation, partnership, limited liability company,
limited liability partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.
“Principal Payment Date” means the Stated Maturity of principal of any Bond or, for a
Bond to be redeemed on a Sinking Fund Payment Date, the Sinking Fund Payment Date.
“Qualified Investments” means Government Obligations and any other investments
authorized to be made by the City under applicable laws of the State, as such laws may be
amended from time to time.
“Rebate Fund” means the fund created in Section 6.09 hereof.
“Redemption Date,” when used with respect to any Bond to be redeemed, means the
date on which it is to be redeemed pursuant hereto.
“Refunded Bonds” means the City’s General Obligation Refunding Bonds (Louisiana
Court Project), Series 2010C, dated December 29, 2010, issued in the original aggregate
principal amount of $1,770,000.
“Refunding Fund” means the fund created in Section 6.08 hereof.
“Registrar” has the meaning specified in Section 4.03 hereof.
“Regulatory Agreement” means the Regulatory Agreement, dated as of May 1, 2000,
between the City and the Borrower, as amended by the First Amendment to Regulatory
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Agreement dated as of December 1, 2010, as further amended by the Second Amendment to
Regulatory Agreement, and as may be further amended from time to time.
“Repair and Replacement Fund” means the fund created in Section 6.05 hereof.
“Reserve Fund” means the fund created in Section 6.04 hereof.
“Reserve Requirement” means the least of the following: (i) ten percent (10%) of the
stated principal amount of the Bonds, as of the Date of Issue of the Bonds; (ii) the maximum
annual principal and interest requirements on the Bonds in any Bond Year, as of the Date of
Issue of the Bonds; (iii) one hundred twenty-five percent (125%) of the average annual principal
and interest requirements on the Bonds, as of the Date of Issue of the Bonds; or (iv) $121,105.
“Resolution” means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more Supplemental Resolutions.
“Revenue Fund” means the fund created in Section 6.02 hereof.
“Second Amendment to Regulatory Agreement” means the Second Amendment to
Regulatory Agreement, dated the Date of Issue, between the City and the Borrower, as it may
be amended from time to time.
“Series 2000A Bonds” means the City’s General Obligation Bonds (Louisiana Court
Project), Series 2000A, issued in the original aggregate principal amount of $4,505,000.
“Sinking Fund Payment Date” means one of the dates set forth in Section 3.05 hereof
for the making of mandatory sinking fund principal payments.
“State” means the State of Minnesota.
“Stated Maturity,” when used with respect to any Bond, means the date specified in
such Bond as the fixed date on which the principal of such Bond is due and payable.
“Supplemental Resolution” means any resolution supplemental to this instrument
entered into pursuant to Section 12 hereof.
“Surplus Fund” means the fund created in Section 6.06 hereof.
“Third Amended and Restated Master Subordination Agreement” means the Third
Amended and Restated Master Subordination Agreement and Estoppel Certificate, dated the
Date of Issue, between the Borrower, the City, and the Other Lenders, as it may be amended
from time to time.
2.02. Compliance Certificates and Opinions. Upon any application or request by the
Borrower to the City to take any action under any provision of this Resolution or the Loan
Agreement, the Borrower shall furnish to the City a Borrower Certificate stating that all
conditions precedent, if any, provided for in this Resolution or the Loan Agreement relating to
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the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of such Counsel all such conditions precedent, if any, have been complied with.
Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Resolution or the Loan Agreement shall include (i) a statement that each
individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; (ii) a statement that each such individual has made such
examination or investigation as is necessary to enable the individual to express an informed
opinion as to whether or not such covenant or condition has been complied with; and (iii) a
statement whether, in the opinion of each such individual, such condition or covenant has been
complied with.
2.03. Form of Documents. In any case where several matters are required to be
certified by, or covered by an opinion of any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the City or the Borrower may be based, insofar
as it relates to legal matters, upon a certificate or opinion of or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which the certificate
or opinion is based are erroneous. Any Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of or representations by, an officer or officers of
the City or the Borrower stating that the information with respect to such factual matters is in
the possession of the City or the Borrower, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with respect to
such matters are erroneous.
When any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under this
Resolution, they may, but need not, be consolidated and form one instrument.
An “application” for the release of property, or the withdrawal of cash, under any
provision of this Resolution, shall consist of and shall not be deemed complete until the City
shall have been furnished with, all such documents, cash, bonds, securities and other
instruments as are required by such provision to establish the right of the Borrower to the
transaction applied for, and the date of such application shall be deemed to be the date upon
which such application shall be so completed.
Wherever in this Resolution, in connection with any application or certificate or report
to the City, it is provided that the Borrower shall deliver any document as a condition of the
granting of such application, or as evidence of the Borrower’s compliance with any term hereof
it is intended that the truth and accuracy, at the time of the granting of such application or at
the effective date of such certificate or report (as the case may be), of the facts and opinions
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stated in such document shall in such case be conditions precedent to the right of the City or
the Borrower to have such application granted or to the sufficiency of such certificate or report.
2.04. Acts of Bondholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Resolution to be given or taken by Bondholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such
Bondholders in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments
are delivered to the City, and, where it is hereby expressly required, to the Borrower. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Resolution and conclusive in favor of the City and the Borrower if made
in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by the certificate of any
notary public or other officer authorized by law to take ackno wledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged the execution thereof.
Where such execution is by an officer of a company or a member of a partnership, on behalf of
the company or partnership, the certificate or affidavit shall also constitute sufficient proof of
the officer’s authority. The fact and date of the execution of any instrument or writing, or the
authority of the Persons executing the same, may also be proved in any other manner which
the City deems sufficient; and the City may in any instance require further proof with respect to
any of the matters referred to in this Section.
(c) The ownership of Bonds shall be proved by the Bond Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Bond shall bind every future Holder of the same Bond and the
Holder of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or suffered to be done by the City or the Borrower in reliance
thereon, whether or not notation of such action is made upon such Bond.
2.05. Notices to City and Borrower. Any request, demand, authorization, direction,
notice, consent, waiver or act of Bondholders or other document provided or permitted by this
Resolution shall be sufficient for any purpose under this Resolution and shall be deemed given
when mailed certified mail, return receipt requested, postage prepaid (except as otherwise
provided in this Resolution), with a copy to the other parties, at the addresses provided in the
Loan Agreement, or such other address as may be provided by any party by notice.
2.06. Notices to Bondholders; Waiver. Where this Resolution provides for notice to
Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each Bondholder
affected by such event, at the Bondholder’s address as it appears on the Bond Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. In any case where notice to Bondholders is given by mail, neither the failure to
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mail such notice, nor any defect in any notice so mailed, to any particular Bondholder shall
affect the sufficiency of such notice with respect to other Bondholders. Notice may also be
faxed to a Bondholder (other than notice of redemption of any Bond) with the same effect as
mailed notice if the Bondholder has provided to the City a fax number to which such notices
may be sent, and confirmation of the transmission of the notice by fax is received.
Where this Resolution provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed
with the City, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
2.07. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
2.08. Successors and Assigns. All covenants and agreements in this Resolution by the
City shall bind its successors, whether so expressed or not.
2.09. Severability Clause. In case any provision in this Resolution or in the Bonds shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
2.10. Construction. This Resolution shall be construed in accordance with the laws of
the State without giving effect to the conflicts-of-laws principles thereof.
2.11. Benefit of Resolution. Nothing in this Resolution or in the Bonds express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder,
the Borrower and the Holders of the Bonds any benefit or other legal or equ itable right, remedy
or claim under this Resolution.
2.12. No Personal Liability. No covenant or agreement contained in the Bonds, in this
Resolution or in the Loan Agreement shall be deemed to be the covenant or agreement of any
official, officer, agent or employee of the City in its individual capacity, and neither the
members of the City Council of the City nor any official executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liability or accountability by reason of the
issuance thereof.
Section 3. Sale of Bonds; Approval of Documents.
3.01. Award to the Original Purchaser and Interest Rates. A tabulation of proposals
received is attached hereto as Exhibit A. The proposal of the Original 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 $1,352,088.65 (the par amount of the Bonds
of $1,345,000.00, plus original issue premium of $16,634.90, less underwriter’s discount of
$9,546.25), plus accrued interest, if any, to date of delivery for Bonds bearing interest as follows:
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Year Interest Rate Year Interest Rate
2023 4.000% 2028 4.000%
2024 4.000 2029 4.000
2025 4.000 2032* 3.800
2026 4.000 2035* 4.000
2027 4.000 2037* 4.125
_____________________
* Term Bonds
3.02. Purchase Contract. The sum of $27,263.65, being the amount proposed by the
Purchaser in excess of $1,324,825.00, shall be credited to the Bond Fund hereinafter created or
deposited in the Refunding Fund hereinafter created, as determined by the Finance Director of the
City in consultation with the City’s municipal advisor. The good faith deposit of the Original
Purchaser shall be retained and deposited until the Bonds have been delivered and shall be
deducted from the purchase price paid at settlement. The Mayor and City Manager are directed
to execute a contract with the Original Purchaser on behalf of the City.
3.03. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell
the Bonds in the total principal amount of $1,345,000, originally dated the Date of Issue, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1 upward,
bearing interest as above set forth, and having Stated Maturities on February 1 in the years and
amounts as follows:
Year Amount Year Amount
2023 $ 85,000 2028 $ 80,000
2024 70,000 2029 85,000
2025 70,000 2032* 270,000
2026 75,000 2035* 305,000
2027 80,000 2037* 225,000
_____________________
* Term Bonds
3.04. Optional Redemption. The City may elect on February 1, 2031 and on any day
thereafter to prepay Bonds due on or after February 1, 2032. 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 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 a nd each participant will then
select by lot the beneficial ownership interest s in such maturity to be redeemed. Prepayments
will be at a price of par plus accrued interest.
3.05. Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2032,
February 1, 2035, and February 1, 2037 shall hereinafter be referred to collectively as the “Term
Bonds.” The principal amount of the Term Bonds subject to mandatory sinking fund redemption
on any date may be reduced through earlier optional redemptions, with any partial redemptions
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Resolution No. 22-082 13
of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bond
in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund
redemption and shall be redeemed in part at par plus accrued interest on February 1 of the
following years and in the principal amounts as follows:
Sinking Fund Installment Date
February 1, 2032 Term Bond Principal Amount
2030 $85,000
2031 90,000
2032* 95,000
____________________
* Maturity
February 1, 2035 Term Bond Principal Amount
2033 $100,000
2034 100,000
2035* 105,000
____________________
* Maturity
February 1, 2037 Term Bond Principal Amount
2036 $110,000
2037* 115,000
____________________
* Maturity
3.06. Bond Documents Approved. The Mayor and the City Manager are hereby
authorized to execute and deliver the Loan Agreement, the Mortgage, the Third Amendment to
Regulatory Agreement, and the Third Amended and Restated Master Subordination Agreement
(collectively, the “Bond Documents”). All of the provisions of the Bond Documents, when
executed and delivered as authorized herein, shall be deemed to be a part of this Resolution as
fully and to the same extent as if incorporated verbatim herein and shall be in full force and
effect from the date of execution and delivery thereof. The Bond Documents shall be
substantially in the forms on file with the City, which are hereby approved, with such variations,
omissions, and insertions as the Mayor and the City Manager, in their discretion, shall app rove,
and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of
such approval.
Section 4. Registration and Payment.
4.01. 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.
4.02. 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
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Resolution No. 22-082 14
paid or made available for payment, unless (i) the date of authentication is an interest payment
date to which interest has been paid or made available for payment, in which case the Bond will
be dated as of the date of authentication, or (ii) the date of authentication is prior to the first
interest payment date, in which case the Bond will be dated as of the date of original issue. The
interest on the Bonds is payable on February 1 and August 1 of each year, commencing
February 1, 2023, to the registered owners of record thereof as of the close of business on the
fifteenth day immediately preceding each interest payment date, whether or not such day is a
business day.
4.03. Registration. The City will appoint a bond registrar, transfer agent,
authenticating agent and paying agent (the “Registrar” and the “Paying Agent”). 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 (the “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
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Resolution No. 22-082 15
of, or on account of, the principal of and interest on the Bond and for all other purposes,
and payments so made to a registered owner or upon the owner’s order will be valid
and effectual to satisfy and discharge the liability upon the Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees, and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
for any tax, fee, or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen, or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen, or lost, the Registrar will deliver a new Bond of like
amount, number, maturity date, and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in sub stitution 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 redemp tion are on deposit with the
place of payment at that time.
4.04. 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 this
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Resolution No. 22-082 16
Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment
of all principal and interest then due.
4.05. Execution, Authentication, and Delivery. The Bonds will be prepared under the
direction of the Finance Director and executed on behalf of the City by the signatures of the
Mayor and the City Manager, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if
the officer had remained in office until delivery. Notwithstanding such execution, a Bond will
not be valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on the Bond has been duly executed
by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative. The
executed certificate of authentication on a Bond is conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed, and authenticated, the Finance Director will deliver the same to the Original
Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Original Purchaser is not obligated to see to the
application of the purchase price.
Section 5. Form of Bond.
5.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form attached hereto as Exhibit B.
5.02. Approving Legal Opinion. The Finance Director is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, and cause the opinion to be printed on or accompany each Bond.
Section 6. Payment; Security; Funds; Pledges and Covenants.
6.01. Initial Deposits to the Funds. On the Date of Issue of the Bonds, the City shall
deposit the proceeds derived from the sale of the Bonds and other funds of in the following
Funds and accounts:
(a) To the Reserve Fund, an amount equal to the Reserve Requirement (but
no less than $121,105.00) to be provided from funds transferred from the reserve fund
established for the Refunded Bonds;
(b) To the Costs of Issuance Fund, an amount designated by an authorized
officer of the City to be funded from funds of the Borrower; and
(c) To the Refunding Fund, (i) proceeds of the Bonds in the amount of
$1,361,634.90; (ii) $0.00 transferred from reserve fund established for the Prior Bonds;
and (iii) $10,644.68 from funds of the Borrower.
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Resolution No. 22-082 17
6.02. Revenue Fund.
(a) A special Fund is hereby established by the City and designated as the
“Revenue Fund.” The City shall deposit and credit to the Revenue Fund all payments
received from the Borrower as provided in Article II of the Loan Agreement (excluding
Fee Payments paid pursuant to Section 2.3 of the Loan Agreement), including
specifically: (i) all payments of Loan Repayments required to be made by the Borrower
to the City pursuant to Section 2.2 of the Loan Agreement; (ii) all prepayments of Loan
Repayments that the Borrower elects to make to the City pursuant to Section 10.1 of
the Loan Agreement; (iii) all money paid by the Borrower for deposit in the Repair and
Replacement Fund pursuant to Section 2.4 of the Loan Agreement; (iv) all earnings
derived from the investment of funds in any of the Funds required by the terms of this
Resolution to be transferred to the Revenue Fund; (v) any money or investments
transferred to the City by the Borrower with instructions to deposit and credit such
money or investments to the Revenue Fund; and (vi) all earnings derived from the
investment of the foregoing, except as otherwise set forth herein, which other earnings
shall be retained in the respective funds and accounts identified herein.
(b) On the twenty-fifth day of each month, commencing August 25, 2022 the
City shall apply money on deposit in the Revenue Fund to the following uses in the
following order of priority: (i) to the Bond Fund, (1) one-sixth of the amount necessary
to pay the interest on the Bonds due on the next succeeding Interest Payment Date,
(2) continuing through January 25, 2023, one-sixth of the amount necessary to pay
principal of the Bonds due on the next succeeding Principal Payment Date, and (3) on
February 25, 2022 and continuing while the Bonds are Outstanding, one-twelfth of the
amount necessary to pay principal of the Bonds due on the next succeeding Principal
Payment Date; provided, that on each January 25 and July 25 (commencing
January 25, 2023) the City shall deposit in the Bond Fund the amount necessary, after
taking into account the balance in the Bond Fund, to pay all principal of and interest on
the Bonds due on the succeeding Interest Payment Date or Principal Payment Date;
(ii) to the Rebate Fund on January 25 in each year, any amount calculated by any rebate
analyst engaged by the Borrower and the City as required to be deposited in the Rebate
Fund; (iii) to the Reserve Fund, one-sixth of any amount theretofore transferred from
the Reserve Fund to the Bond Fund to pay principal of or interest on the Bonds and not
theretofore repaid to the Reserve Fund; (iv) to the Repair and Replacement Fund, one-
sixth of any amount theretofore transferred from the Repair and Replacement Fund to
the Bond Fund to pay principal of or interest on the Bonds and not theretofore repaid to
the Repair and Replacement Fund; (v) to the Repair and Replacement Fund, the monthly
amount then required to be paid by the Borrower pursuant to Section 2.4 of the Loan
Agreement; (vi) to the Reserve Fund, the amount necessary to restore the balance in the
Reserve Fund to the Reserve Requirement; and (vii) to the Surplus Fund, the remaining
money in the Revenue Fund.
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Resolution No. 22-082 18
(c) If on the twenty-fifth day of any month, the balance in the Revenue Fund
is insufficient to make any of the deposits required by clauses (i) through (vi) of
subsection (b) above, the City shall transfer any money then on hand in the Surplus
Fund to the Revenue Fund. Promptly following such transfer, the City shall notify the
Borrower of the date and amount of the transfer.
(d) All income derived from the investment of amounts on hand in the
Revenue Fund shall be credited as received to the Revenue Fund.
6.03. Bond Fund.
(a) A special Fund is hereby established by the City and designated as the
“Bond Fund.”
(b) The City shall deposit and credit to the Bond Fund: (i) all amounts
required to be deposited therein pursuant to Section 6.02(b)(i) hereof; (ii) all
prepayments of Loan Repayments made by the Borrower to the City pursuant to
Section 10.1 of the Loan Agreement when any Bonds are Outstanding; (iii) all other
money required by the terms of this Resolution to be deposited in the Bond Fund when
any Bonds are Outstanding; (iv) while any Bonds are Outstanding, any money or
investments transferred to the City by or on behalf of the Borrower with instructions to
deposit and credit such money or investments to the Bond Fund; and (v) all earnings
derived from the investment of the foregoing, except as otherwise set forth herein,
which other earnings shall be retained in the respective funds and accounts identified
herein.
(c) On each Interest Payment Date and each Redemption Date with respect
to the Bonds, the City shall apply money on deposit in the Bond Fund to pay principal of,
premium, if any, and interest on the Bonds then due.
(d) If on any Interest Payment Date the balance in the Bond Fund is not
sufficient to pay the total amount of the principal and premium of and interest on the
Bonds then due, the City shall transfer any money then on hand in the Revenue Fund,
the Surplus Fund, the Repair and Replacement Fund and the Reserve Fund, in the order
listed and in an amount equal to such deficiency, to the Bond Fund and apply the
amount so transferred to payment of principal of and interest on the Bonds then due.
Promptly following any such transfer, the City shall notify the Borrower of the date and
amount of the transfer.
(e) All income derived from the investment of amounts on hand in the Bond
Fund shall be credited as received to the Revenue Fund.
(f) When no Bonds remain Outstanding under this Resolution, if amounts
remain on deposit in the Bond Fund, the City shall transfer to the general fund of the
City (or other fund designated by the City) an amount from the Bond Fund equal to the
funds of the City previously deposited in the Bond Fund and not previously reimbursed
to the City. Any amounts remaining on deposit in the Bond Fund (other than amounts
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Resolution No. 22-082 19
held for the payment or redemption of Bonds) after any transfer to the City shall be
transferred to the Borrower.
6.04. Reserve Fund. A special Fund is hereby established by the City and designated as
the “Reserve Fund.” The City shall initially credit to the Reserve Fund the money required to be
deposited in the Reserve Fund in accordance with the terms of Section 6.01 hereof. There shall
also be credited to the Reserve Fund the money required to be transferred to the Reserve Fund
in accordance with the terms of Section 6.02(b)(iii) and (vi) hereof. At any time on or after
February 1, 2031, the City may elect to withdraw all or any portion of the money credited to the
Reserve Fund. The determination to withdraw all or any portion of the funds credited to the
Reserve Fund shall be in the sole discretion of the City.
If on any Interest Payment Date, Principal Payment Date or Redemption Date with
respect to the Bonds there is a deficiency in the Bond Fund, for payment of interest, principal,
or premium then due with respect to the Bonds, and the amounts in the Revenue Fund and the
Surplus Fund are not sufficient to eliminate such deficiency, the City shall transfer from the
Reserve Fund to the Bond Fund an amount equal to the lesser of the amount in the Reserve
Fund on such date, or the amount of the remaining deficiency on such date. Promptly following
any such transfer, the City shall notify the Borrower of the date and amount of the transfer.
Amounts on hand in the Reserve Fund shall be invested in Qualified Investments. All
income derived from the investment of amounts on hand in the Reserve Fund shall be
transferred to the Revenue Fund; provided, that no such transfer shall be made which would
reduce the balance in the Reserve Fund below the Reserve Requirement. On February 1 of
each year, any balance in the Reserve Fund in excess of the Reserve Requirement shall be
transferred to the Revenue Fund. In computing the balance in the Reserve Fund, Qualified
Investments shall be valued at face value if purchased at par or at the amortized value if
purchased at other than par; provided that Qualified Investments credited to the Reserve Fund
are required to be valued only on February 1 of each year. For purposes of this Section, the
term “amortized value” means the value as of any given time obtained by dividing the total
premium or discount at which such a Qualified Investment was purchased by the number of
days remaining to maturity on such obligation at the date of such purchase and by multiplying
the amount thus calculated by the number of days having passed since such purchase and (i) in
the case of a Qualified Investment purchased at a premium, by deducting the product thus
obtained from the purchase price, and (ii) in the case of a Qualified Investment purchased at a
discount, by adding the product thus obtained to the purchase price. Valuation of Qualified
Investments as of any particular date shall include the amount of interest earned or accrued to
such date.
Amounts in the Reserve Fund, if any, are held for the benefit of the City. Amounts, if
any, remaining in the Reserve Fund upon the payment in full of all Bonds, or the provision for
payment thereof in accordance with the terms of this Resolution, shall be transferred as
follows.
6.05. Repair and Replacement Fund. A special trust fund is hereby established with
the City and designated as the “Repair and Replacement Fund.” There shall be credited to the
Repair and Replacement Fund the amounts required by Section 6.02(b)(iv) and (v) hereof. If the
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Resolution No. 22-082 20
Borrower has provided all reports and financial statements theretofore due under Section 4.10
of the Loan Agreement, the City shall apply money in the Repair and Replacement Fund, as
requested in a Borrower Certificate, to the payment of items of maintenance, capital
expenditures, and other costs with respect to the Facility that are approved by the City and, if
the disbursement is more than $5,000, by the Tax Credit Investor. The Borrower Certificate,
which shall be submitted no more frequently than semiannually (or more frequently upon the
occurrence of an emergency or otherwise with the consent of the City), shall identify the
expenditures to be made by nature and amount, shall identify the contractor or other party
making the Improvements, performing the maintenance, or incurring the other costs, as the
case may be, and shall certify that the expenditures are proper expenditures to be made or
reimbursed from the Repair and Replacement Fund. The consent of the City to the request for
a disbursement from the Repair and Replacement Fund shall not be unreasonably withheld or
delayed.
If on any Interest Payment Date, Principal Payment Date or Redemption Date with
respect to the Bonds there is a deficiency in the Bond Fund, for payment of interest, principal,
or premium then due with respect to the Bonds, and the amounts in the Surplus Fund and the
Reserve Fund are not sufficient to eliminate such deficiency, the City shall transfer from the
Repair and Replacement Fund to the Bond Fund an amount equal to the lesser of the amount in
the Repair and Replacement Fund on such date, or the amount of the remaining deficiency on
such date. Promptly following any such transfer, the City shall notify the Borrower of the date
and amount of the transfer.
Investment earnings on amounts held in the Repair and Replacement Fund shall remain
in the Repair and Replacement Fund.
Amounts, if any, remaining in the Repair and Replacement Fund upon the payment in
full of all Bonds, or the provision for payment thereof in accordance with the terms of this
Resolution, shall be transferred: (i) first, to the general fund of the City (or other fund
designated by the City) to the extent of any funds of the City deposited in the Repair and
Replacement Fund and not previously reimbursed to the City; and (ii) second, to the Borrower
the remaining funds in the Repair and Replacement Fund.
6.06. Surplus Fund.
(a) A special Fund is hereby established by the City and designated as the
“Surplus Fund.” The City shall credit to the Surplus Fund the money required to be
transferred to the Surplus Fund in accordance with the terms of Section 6.02(b)(vii) or
any other provision hereof.
(b) If on any Interest Payment Date, Principal Payment Date or Redemption
Date with respect to the Bonds there is a deficiency in the Bond Fund for payment of
interest, principal, or premium then due with respect to the Bonds, the City shall
transfer from the Surplus Fund to the Bond Fund an amount equal to the lesser of the
amount in the Surplus Fund on such date, or the amount of the remaining deficiency on
such date. Promptly following any such transfer, the City shall notify the Borrower of
the date and amount of the transfer.
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Resolution No. 22-082 21
(c) On May 1 of each year, commencing May 1, 2023, if (i) no Event of
Default or event which, with the passage of time or the giving of notice or both has
occurred and is continuing; (ii) the balance in the Bond Fund is not less than the amount
then required to be on deposit therein; (iii) the balance in the Reserve Fund is not less
than the Reserve Requirement; (iv) the balance in the Repair and Replacement Fund is
not less than the total of monthly deposits to the Repair and Replacement Fund
theretofore required under Section 2.4 of the Loan Agreement less any amounts paid
from the Repair and Replacement Fund pursuant to the first paragraph of Section 6.05
hereof; (v) the Borrower has provided all reports and financial statements theretofore
due under Section 4.10 of the Loan Agreement; and (vi) the requirements of
Section 4.7(b) of the Loan Agreement are satisfied for the immediately preceding Fiscal
Year, the amount on deposit in the Surplus Fund shall be paid to the Borrower.
(d) Investment earnings on amounts held in the Surplus Fund shall be
transferred to the Revenue Fund.
(e) Amounts, if any, remaining in the Surplus Fund upon the payment in full
of all the Bonds, or the provision for payment thereof in accordance with the terms of
this Resolution, shall be transferred: (i) first, to the general fund of the City (or other
fund designated by the City) to the extent of any funds deposited in any fund or account
established under this Resolution and not previously reimbursed from any other fund or
account hereunder; and (ii) second, to the Borrower the remaining funds in the Surplus
Fund.
6.07. Costs of Issuance Fund. A special trust fund is hereby established by the City and
designated as the “Costs of Issuance Fund.” The City shall credit to the Costs of Issuance Fund
the amounts specified in Section 6.01 hereof, from the sources specified therein. No Costs of
Issuance shall be payable from proceeds of the Bonds.
The City shall disburse money from the Costs of Issuance Fund to the Borrower or its
designee to pay Costs of Issuance (or to reimburse the Borrower for any expenditure in
payment of Costs of Issuance) upon receipt by the City of a Borrower Certificate, which shall be
in writing and shall contain the following: (i) a statement of the amount and general nature of
each item of Costs of Issuance certified to have been incurred or paid by and requested to be
reimbursed to the Borrower, or certified to be due and payable and requested to be paid to a
Person other than the Borrower; and (ii) a statement that each item for which payment or
reimbursement is requested is or was necessary in connection with the issuance of the Bonds
and that none of such items has formed the basis for any previous payment from the Costs of
Issuance Fund. If the amount on hand in the Costs of Issuance Fund is insufficient to pay all of
the Costs of Issuance, the Borrower shall provide for the payment of such Costs of Issuance out
of its own funds and such Costs of Issuance shall not be paid or reimbursed from any other
Funds.
Income derived from the investment of amounts on deposit in the Costs of Issuance
Fund shall be credited as received to the Revenue Fund. After payment in full of the Costs of
Issuance and receipt of a Borrower Certificate stating that all Costs of Issuance have been paid,
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Resolution No. 22-082 22
the City shall transfer any balance then on hand in the Costs of Issuance Fund to the Bond Fund;
within thirty days thereafter the City shall furnish the Borrower a written report as to the
amounts disbursed from the Costs of Issuance Fund, showing the date of each such
disbursement and the Person to whom it was made.
6.08. Refunding Fund.
(a) A special Fund is hereby established by the City and designated as the
Refunding Fund. The City shall credit to the Refunding Fund the amounts specified in
Section 6.01 hereof, from the sources specified therein. Amounts in the Refunding Fund
shall be disbursed on June 21, 2022 (the “Refunded Bonds Redemption Date”) to
redeem the Refunded Bonds maturing after the Refunded Bonds Redemption Date in
accordance with subsection (b) below. Pending such disbursement, the money credited
to the Refunding Fund shall not be invested.
(b) It is hereby found and determined that based upon information presently
available from the City’s municipal advisor, the issuance of the Bonds is consistent with
covenants made with the holders of the Refunded Bonds and is necessary and desirable
for the reduction of debt service cost to the City. It is further found and determined that
the proceeds of the Bonds deposited in the Refunding Fund, together with other funds
deposited therein as described in this Section, will be sufficient to prepay all of the
principal of, interest on and redemption premium (if any) on the Refunded Bonds.
(c) The Refunded Bonds maturing on February 1, 2023 and thereafter will be
redeemed and prepaid on the Refunded Bonds 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 forms 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 Redemption to each registered holder of the Refunded
Bonds.
6.09. Rebate Fund. A special fund is hereby established by the City and designated as
the “Rebate Fund.” The City shall make information regarding the Bonds and investments
hereunder available to the Borrower, shall make deposits and disbursements from the Rebate
Fund in accordance with the requirements of Section 148 of the Code, shall invest the Rebate
Fund pursuant to the requirements of the tax comp liance certificates of the City and the
Borrower, and shall deposit income from such investments immediately upon receipt thereof in
the Rebate Fund.
6.10. Fee Payments. By Section 2.3 of the Loan Agreement, the Borrower has
covenanted to pay directly to the City when due Fee Payments in an amount sufficient to pay
the costs and expenses of the City. Such Fee Payments shall not be treated or considered as
pledge to any Fund for any purpose of this Resolution and the City may on its own behalf
enforce such covenant against the Borrower.
6.11. Investments.
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Resolution No. 22-082 23
(a) Subject to the provisions of any law then in effect to the contrary, the
City shall invest all Trust Money on hand from time to time in Qualified Investments.
Money credited to any Fund maintained hereunder pending disbursement or receipt of
proper investment directions or as directed herein, shall be deposited to and held in an
interest bearing time or demand deposit account, certificates of deposit, bankers
acceptances, daily money market account or other similar banking arrangement
established with a commercial bank, without the pledge of Bonds to or other
collateralization of such deposit accounts. Each Qualified Investment and each other
investment acquired by the City shall mature or be redeemable at the option of the
holder no later than five (5) years after the date of investment.
(b) The City shall, without further direction from the Borrower, sell such
Qualified Investments as and when required to make any payment for the purpose for
which such investments are held. Each investment shall be credited to the fund for
which it is held, after payment of any unpaid City’s fees, subject to any other provision
of this Resolution directing some other credit, but income on such Qualified Investments
shall be held or transferred, as received, in accordance with this Section 6. The City shall
furnish the Borrower, not less than semiannually, an accounting of all investments.
6.12. General Obligation Pledge; Debt Service Coverage. The Bonds are general
obligations of the City secured by a pledge of the full faith and credit of the City and a pledge of
the taxing power of the City. Principal of, and premium, if any, and interest on the Bonds are
also payable from the revenues derived from the Loan Agreement (reduced to the extent the
Bonds are actually paid out of proceeds of the Bonds and money or investments in the Funds).
It is determined that the estimated collection of the payments under the Loan Agreement 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 therefore no tax levy is needed at this time.
6.13. Pledge of Loan Payments. The City has, for the benefit of the Holders of the
Bonds, pledged and granted to the Holders a security interest in the City’s interest in the Loan
Repayments to be made under the Loan Agreement.
6.14. Registration of Resolution. The City Clerk is authorized and directed to file a
certified copy of this resolution with the Taxpayer Services Division Manager of Hennepin
County, Minnesota and to obtain the certificate required by Section 475.63 of the Act.
Section 7. Authentication of Transcript.
7.01. City Proceedings and Records. The officers of the City are authorized and
directed to prepare and furnish to the Original 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.
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Resolution No. 22-082 24
7.02. Certification as to Official Statement. The Mayor, the City Manager, and the
Finance Director are authorized and directed to certify that they have examined the Official
Statement prepared and circulated in connection with the issuance and sale of the Bonds and
that to the best of their knowledge and belief the Official Statement is a complete and accurate
representation of the facts and representations made therein as of the date of the Official
Statement.
7.03. Other Certificates. The Mayor, the City Manager, and the Finance Director are
hereby authorized and directed to furnish to the Original Purchaser at the closing such
certificates as are required as a condition of sale. Unless litigation shall have been commenced
and be pending questioning the Bonds or the organization of the City or incumbency of its
officers, at the closing the Mayor, the City Manager, and the Finance Director shall also execute
and deliver to the Original Purchaser a suitable certificate as to absence of material litigation,
and the Finance Director shall also execute and deliver a certificate as to payment for and
delivery of the Bonds.
7.04. Electronic Signatures. The electronic signature of the Mayor, the City Manager,
the Finance Director, and/or the City Clerk to this Resolution, any document, and any certificate
authorized to be executed hereunder shall be as valid as an original signature of such party and
shall be effective to bind the City thereto. For purposes hereof, (i) “electronic signature” means
a manually signed original signature that is then transmitted by electronic means; and
(ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the
internet as a portable document format (“pdf”) or other replicating image attached to an
electronic mail or internet message.
7.05. Payment of Costs of Issuance. The City authorizes the Original Purchaser to
forward the amount of Bond proceeds allocable to the payment of Costs of Issuance, if any, in
accordance with the closing memorandum to be prepared and distributed by Ehlers and
Associates, Inc., the municipal advisor to the City, on the Date of Issue.
Section 8. Tax Covenant.
8.01. 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 Code and the Treasury Regulations promulgated thereunder, in ef fect 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.
8.02. The City will comply with all 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 f or
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.
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8.03. Exempt Facility Bonds. The Bonds are “private activity bonds” within the meaning
of Section 141(a) of the Code, but are “exempt facility bonds,” the net proceeds of which are to be
used to provide a “qualified residential rental project” within the meaning of Sections 142(a)(7)
and 142(d) of the Code.
8.04. 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.
8.05. 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 9. Book-Entry System; Limited Obligation of City.
9.01. 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 this
Resolution. 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 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.
9.02. 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, a s 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;
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Resolution No. 22-082 26
and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to
the Registrar and Paying Agent.
9.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket City 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.
9.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interes ts of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates in accordance with this resolution and the
provisions hereof will apply to the transfer, exchange and method of payment thereof.
9.05. 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 10. Continuing Disclosure.
10.01. 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 Issue and delivery of the Bonds, as originally executed and
as it may be amended from time to time in accordance with the terms thereof.
10.02. 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 Disclosu re 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.
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Section 11. Defeasance.
11.01. Payment of Indebtedness; Satisfaction and Discharge of the Bonds. The
covenants of the City in this Resolution shall cease to be of further effect (except as to rights of
transfer or exchange of Bonds herein expressly provided for), and the Bonds shall be deemed to
be satisfied and discharged, when:
(a) either:
(i) all Bonds theretofore authenticated and delivered (other than (1)
Bonds which have been destroyed, lost or st olen and which have been replaced
as provided in Section 4.03(h) hereof; and (2) Bonds for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
City and thereafter repaid to the City or discharged from such trust) have been
cancelled; or
(ii) all such Bonds not theretofore cancelled have been defeased in
accordance with Section 11.02 hereof; and
(b) the City has paid or caused to be paid all other sums payable hereunder
by the City; and
(c) the City has received an Opinion of Counsel stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the Bonds
have been complied with.
Section 11.02. Defeasance of Bonds. Bonds shall be defeased and shall no longer be
deemed Outstanding (except as to rights of transfer or exchange of Bonds herein expressly
provided for and except for the administrative provisions of this Resolution) when:
(a) Defeasance Obligations, the principal of, premium, if any, and interest on
which when due will, without reinvestment, provide cash at times and in amounts which
together with the cash, if any, deposited with the City at the same time as the
Defeasance Obligations are delivered to the City, shall be sufficient to pay the full
amount of principal, premium, if any, and interest which will become due and payable
with respect to such Bonds, on and before their Stated Maturity or on and before a
specified Redemption Date, as the case may be, and if any of such Bonds are to be
redeemed arrangements have been made for giving notice of such redemption at the
expense of the Borrower in the manner provided by Section 4.03(i) hereof; and
(b) an opinion of Bond Counsel to the effect that the deposit described in
subsection (a) above will not adversely affect the exemption from federal income
taxation of interest on any Bond; and
(c) if any Bonds are defeased more than ninety (90) days before their Stated
Maturity or Redemption Date, a report of an Independent Accountant verifying the
mathematical sufficiency of the proceeds of the Defeasance Obligations and any cash
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Resolution No. 22-082 28
delivered to the City as described in subsection (a) above, to pay the entire amount of
principal, premium, if any, and interest on the Bonds to be defeased on and before their
Stated Maturity or Redemption Date, as the case may be; and
(d) an Opinion of Counsel to the effect that all conditions precedent
provided for herein relating to the defeasance of such Bonds have been complied with.
Section 11.03. Application of Deposited Money. All money, obligations and income
thereon deposited with the City pursuant to Section 11.02 hereof shall constitute a special trust
fund for the benefit of the Persons entitled thereto, and shall be applied by the City to the
payment (either directly or through a Paying Agent), to the Persons entitled thereto, of the
principal, premium, if any, and interest for payment of which such money or obligation were
deposited with the City. All money, obligations, and income thereon deposited with the City
pursuant to Section 11.02 hereof for the purpose of paying the principal, premium, if any, and
interest on the Bonds shall be applied by the City solely for such purpose. If the City is unable
to apply any funds held in escrow pending payment of an y Bonds in accordance with this
Section 11 by reason of any legal proceeding or by reason of any order or judgment of any court
or governmental authority enjoining, restraining, or otherwise prohibiting such application, the
City’s obligations under this Resolution and the Bonds shall be revived and reinstated as though
no deposit had occurred until such time as the City is permitted to apply all such money to the
payment of Bonds in accordance with this Section 11; provided, however, that if the City has
made any payment of principal of, premium, if any, or interest on any Bonds because of the
reinstatement of its obligations, the City shall be subrogated to the rights of the Holders of such
Bonds to receive such payments from the securities held by the City.
Section 11.04. Final Disposition of Money. Upon the satisfaction and discharge of the
Bonds and the satisfaction of any and all other claims against the City and the Borrower
pursuant to the terms of this Resolution, any money remaining in any fund or account created
under this Resolution and not required for the payment of any Bond shall be transferred:
(i) first, to the general fund of the City (or other fund designated by the City) to the extent of
any funds deposited in any fund or account established under this Resolution and not
previously reimbursed from any other fund or account hereunder; and (ii) second, to the
Borrower.
Section 12. Amendment of Documents.
12.01. Amendment to Loan Agreement, Mortgage, and Collateral Documents Without
Consent of Bondholders. Without the consent of the Holders of any Bonds, the City, at any
time and from time to time, may agree to one or more amendments or supplements to the
Loan Agreement, the Mortgage or any Collateral Document, in form satisfactory to the City, for
any purpose.
12.02. Supplemental Resolutions Without Consent of Bondholders. Without the
consent of the Holders of any Bonds, the City, at any time and from time to time, may adopt
one or more resolutions supplemental hereto for any purpose except to change the Stated
Maturity of the principal of, or any Interest Payment Date of, any Bond, or reduce the principal
amount thereof or the interest thereon or any premium payable upon the redemption thereof,
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Resolution No. 22-082 29
or change the coin or currency in which any Bond or the premium or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date).
12.03. Effect of Supplemental Resolutions. Upon the execution of any Supplemental
Resolution under this Section 12, this Resolution shall be modified in accordance therewith, and
such Supplemental Resolution shall form a part of this Resolution for all purposes and every
Holder of Bonds theretofore or thereafter authenticated and delivered hereunder shall be
bound thereby.
Reviewed for Administration: Adopted by the City Council May 16, 2022
Kim Keller, city manager Jake Spano, mayor
Attest:
Melissa Kennedy, city clerk
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Resolution No. 22-082 30
Exhibit A
Proposals
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Resolution No. 22-082 31
Exhibit B
Form of bond
NOTICE: Unless this certificate is presented by an authorized representative of
The Depository Trust Company to the City or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL so long as the registered owner hereof, Cede &
Co., has an interest herein.
United States of America
State of Minnesota
County of Hennepin
City of St. Louis Park
General Obligation Refunding Bond
(Louisiana Court Project)
Series 2022A
No. R-____ $_____________
Rate
Maturity
Date of
Original Issue
CUSIP
February 1, 20__ June 21, 2022
Registered Holder: Cede & Co.
For value received, the City of St. Louis Park, Minnesota, a home rule city and political
subdivision organized and existing under its Charter and the Constitution and laws of the State
of Minnesota (the “City”), hereby promises to pay to the registered holder named above, or
registered assigns, upon surrender hereof at the principal office of Bond Trust Services
Corporation, Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, from the source and in the manner hereinafter provided, on the Maturity
Date specified above, the principal amount specified above and to pay interest thereon from
the Date of Original Issue specified above, or from the most recent date to which interest has
been paid or duly provided for, payable on February 1 and August 1 in each year, commencing
February 1, 2023, from the source and in the manner hereinafter provided, until such principal
amount is paid or duly provided for at the rate per annum sp ecified above (calculated on the
basis of a 360 day year of twelve 30 day months), and at the same rate (to the extent that the
payment of such interest shall be legally enforceable) on any overdue installment of interest, all
except as the provisions below with respect to redemption of this Bond may become applicable
hereto. Payment of the principal of, premium, if any, and interest on this Bond shall be made in
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Resolution No. 22-082 32
any coin or currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts. Interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date, will be paid by check or draft 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 calendar month immediately preceding such Interest Payment Date
(the “Record Date”). Upon notice to the City delivered not less than fifteen days before an
Interest Payment Date, accompanied by proper wire transfer instructions and payment of any
fees imposed by the City, any Holder as of the relevant Record Date may elect to be paid the
interest on such Bonds payable on the Interest Payment Date by Federal Reserve System wire
transfer in immediately available funds to any bank in the United States specified by such
Holder which is a member of the Federal Reserve System. Any such interest not so punctually
paid or duly provided for shall be paid by check or draft to the person in whose name this Bond
is registered at the close of business on a special record date fixed by the City. Capitalized
terms used herein that are otherwise not defined shall have the meanings provided in the
Resolution or the Loan Agreement (hereinafter defined).
The City may elect on February 1, 2031, and on any day thereafter to prepay Bonds due
on or after February 1, 2032. Redemption may be in whole or in part and if in part, at the
option of the City and in such manner as the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”)
of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount
of each participant’s interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments
will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2032, February 1, 2035, and February 1, 2037 shall
hereinafter be referred to collectively as the “Term Bonds.” The principal amount of the Term
Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier
optional redemptions, with any partial redemptions of the Term Bonds credited against future
mandatory sinking fund redemptions of such Term Bond in such order as the City shall determine.
The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part
at par plus accrued interest on February 1 of the following years and in the principal amounts as
follows:
Sinking Fund Installment Date
February 1, 2032 Term Bond Principal Amount
2030 $85,000
2031 90,000
2032* 95,000
____________________
* Maturity
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Resolution No. 22-082 33
February 1, 2035 Term Bond Principal Amount
2033 $100,000
2034 100,000
2035* 105,000
____________________
* Maturity
February 1, 2037 Term Bond Principal Amount
2036 $110,000
2037* 115,000
____________________
* Maturity
This Bond is one of a duly authorized issue of Bonds of the City in the aggregate principal
amount of $1,345,000 designated as “General Obligation Refunding Bonds (Louisiana Court
Project), Series 2022A” (the “Bonds”), issued under and secured by a resolution adopted by the
City Council of the City on May 16, 2022 (the “Resolution”). Reference is hereby made to the
Resolution and all resolutions supplemental thereto, for a description of the nature and extent
of the security, the respective rights thereunder of the Holders of the Bonds and the City and
the terms upon which the Bonds are issued and are to be authenticated and delivered.
The Bonds are issued for the purpose of making a loan (the “Loan”) of the proceeds
thereof to PPL Louisiana Court Limited Partnership, a Minnes ota limited partnership (the
“Borrower”), under a Loan Agreement, dated as of June 1, 2022 (the “Loan Agreement”),
between the City and the Borrower, to prepay the Borrower’s obligations under the Loan
Agreement, dated as of December 1, 2010, between the City and Borrower, and redeem the
outstanding principal amount of the City’s General Obligation Bonds (Louisiana Court Project),
Series 2010C, issued in the original aggregate principal amount of $1,770,000, the proceeds of
which refinanced a portion of the costs of the acquisition and renovation of a multifamily
housing development (the “Facility”). By the Loan Agreement, the Borrower has agreed to
repay the Loan, together with interest thereon, in amounts and at times sufficient to pay the
principal of, premium, if any, and interest on the Bonds as the same shall become due and
payable. By an Amended and Restated Combination Mortgage, Security Agreement,
Assignment of Leases and Rents, and Fixture Filing, dated as of June 1, 2022 (the “Mortgage”),
between the Borrower and the City, the Borrower will grant to the City a mortgage lien on the
real property comprising the Facility and a security interest in the tangible personal property
located therein (the “Mortgaged Property”). Reference is hereby made to the Loan Agreement
and the Mortgage for a description of the agreements and covenants contained therein and a
description of the Mortgaged Property. The City has, for the benefit of the Holders of the
Bonds, pledged and granted to the Holders a security interest in the City’s interest in the Loan
Repayments to be made under the Loan Agreement.
The Bonds are issued pursuant to and in full compliance with the Charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapters 474A and 475, as amended, including Section 475.67, subdivision 3, and
Sections 469.001 through 469.047, 469.192, and 471.59, all as amended, and pursuant to the
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Resolution No. 22-082 34
Resolution. The Bonds are issued in conformity with the provisions, restrictions, and limitations
of the Charter of the City and certain applicable provisions of Minnesota Statutes. The Bonds
are general obligations of the City and the taxing power of the City is pledged to the payment of
the Bonds and the interest thereon. Principal of, premium, if any, and interest on the Bonds
are also payable out of the revenues derived from the Loan Agreement (other than to the
extent payable out of proceeds of the Bonds, amounts in the Reserve Fund and other funds
established under the Resolution, the net proceeds of insurance claims or condemnation
awards or the disposition of the Mortgaged Property). The State of Minnesota and the County
of Hennepin shall not in any event be liable for the payment of the principal of, premium, if any,
or interest on the Bonds or for the performance of any pledge, obligation or agreement of any
kind whatsoever that may be undertaken by the City. Neither the Bonds nor any of the
agreements or obligations of the City relating thereto shall be construed to constitute an
indebtedness of the State of Minnesota or the County of Hennepin within the meaning of any
constitutional or statutory provisions whatsoever, nor constitute or give rise to a pecuniary
liability or be a charge against the general credit or taxing powers of the State of Minnesota or
the County of Hennepin.
The Bonds are not designated as “qualified tax-exempt obligations” for purposes of
Section 265(b)(3) of the Code.
As provided in the Resolution and subject to certain limitations therein set forth, this
Bond is transferable on the Bond Register upon surrender of this Bond for transfer to the
Registrar duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by, the Holder hereof or the Holder’s attorney duly
authorized in writing, and thereupon one or more new Bonds of the same series, of authorized
denominations, for the same aggregate principal amount and of the same Stated Maturity and
interest rate will be issued to the designated transferee or transferees.
The City and the Registrar may treat the person in whose name this Bond is registered
as the absolute owner hereof for all purposes whether or not this Bond is overdue, and neither
the City, nor any such agent, shall be affected by notice to the contrary.
It is hereby certified and recited that all conditions, acts and things required to exist,
happen and be performed precedent to or in the issuance of this Bond and the issue of which it
is a part, do exist, have happened and have been performed in regular and due form as
required by law.
Unless the certificate of authentication hereon has been executed by the authenticating
agent by manual signature, this Bond shall not be entitled to any benefit under the Resolution
or be valid or obligatory for any purpose.
DocuSign Envelope ID: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5
Resolution No. 22-082 35
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date
set forth below.
Dated: June 21, 2022
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: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5
Resolution No. 22-082 36
________________________________________
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, STAMP, 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: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5
Resolution No. 22-082 37
Provisions as to Registration
The ownership of the principal of and interest on the within Bond has been registered
on the books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
DocuSign Envelope ID: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5
Resolution No. 22-082 38
Exhibit C
Notice of call for redemption
$1,770,000
City of St. Louis Park, Minnesota
General Obligation Bonds
(Louisiana Court Project)
Series 2010C
Notice is hereby given that, by order of the City Council of the City of St. Louis Park,
Hennepin County, Minnesota, there have been called for redemption and prepayment on
June 21, 2022
all outstanding bonds of the City designated as General Obligation Bonds (Louisiana Court
Project) Series 2010C, dated December 29, 2010, having stated maturity dates of February 1 in
the years 2023 through 2040, both inclusive, totaling $1,345,000 in principal amount, and with
the following CUSIP numbers:
Year of Maturity Amount CUSIP
2023 $50,000 791740 XT5
2024 50,000 791740 XU2
2025 55,000 791740 XV0
2026 55,000 791740 XW8
2027 60,000 791740 XX6
2028 60,000 791740 XY4
2029 65,000 791740 XZ1
2030 65,000 791740 YA5
2031 70,000 791740 YB3
2032 75,000 791740 YC1
2033 75,000 791740 YD9
2034 80,000 791740 YE7
2035 85,000 791740 YF4
2036 90,000 791740 YG2
2037 95,000 791740 YH0
2038 100,000 791740 YJ6
2039 105,000 791740 YK3
2040 110,000 791740 YL1
The bonds are being called at a price of par plus accrued interest to June 21, 2022, 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
June 21, 2022.
DocuSign Envelope ID: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5
Resolution No. 22-082 39
Important Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2003, 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.
Dated: ________________, 2022.
By order of the City Council of the City of St.
Louis Park, Minnesota
By /s/ Melissa Kennedy
City Clerk
City of St. Louis Park, Minnesota
SA140-138 (JAE)
791129v4
DocuSign Envelope ID: 8EBAFC20-E7E2-4807-A0D2-C51D8456BAC5