HomeMy WebLinkAbout22-127 - ADMIN Resolution - City Council - 2022/08/15Resolution No. 22-127
A resolution awarding the sale of taxable general obligation housing
improvement area bonds, series 2022B, in the original aggregate
principal amount of $4,900,000; fixing their form and specifications;
directing their execution and delivery; and providing for their
payment
Be it resolved by the City Council (the “City Council”) of the City of St. Louis Park,
Hennepin County, Minnesota (the “City”) as follows:
Section 1. Sale of Bonds.
1.01. Background.
(a) The City has previously established the Bridgewalk Condominium
Homeowners’ Association Housing Improvement Area (the “Housing Improvement Area”)
in order to facilitate certain housing improvements (the “Housing Improvements”) to
property known as the Bridgewalk Condominiums, which is governed by the Bridgewalk
Condominium Homeowners’ Association, Inc., a Minnesota nonprofit corporation (the
“Association”). The City Council has previously imposed a housing improvement fee (the
“Housing Fees”) on housing units located in the Housing Improvement Area in order to
finance the Housing Improvements.
(b) Pursuant to Minnesota Statutes, Chapter 475, as amended, and
Sections 428A.11 through 428A.21, as amended (collectively, the “Act”), the City is
authorized to issue general obligation bonds in the amount necessary to defray the costs of
the Housing Improvements, which costs are payable primarily from the Housing Fees and
may be further secured by the pledge of the City’s full faith, credit, and taxing power.
(c) The City finds it necessary and desirable for the City to issue its Taxable
General Obligation Housing Improvement Area Bonds, Series 2022B (the “Bonds”), in the
original aggregate principal amount of $4,900,000, pursuant to the Act, in order to defray
the costs of the Housing Improvements.
(d) The City is authorized by Section 475.60, subdivision 2(6) of the Act to
negotiate the sale of the Bonds, it being determined, on the advice of bond counsel,
that interest on the Bonds cannot be represented to be excluded from gross income for
purposes of federal income taxation.
1.02. Award to the Purchaser and Interest Rates. A tabulation of proposals received is
attached hereto as Exhibit A. The proposal of Robert W. Baird & Co., Inc., Milwaukee, Wisconsin,
as syndicate manager (the “Purchaser”), to purchase the Bonds of the City described in the Terms
of Proposal thereof is found and determined to be a reasonable offer and is accepted, the
proposal being to purchase the Bonds at a price of $4,842,052.54 (principal amount of
$4,900,000.00, plus original issue premium of $33,562.30, less original issue discount of
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Resolution No. 22-127 2
$13,915.65, less underwriter’s discount of $77,594.11), plus accrued interest, if any, to the date of
delivery for the Bonds bearing interest as follows:
Year of
Maturity
Interest Rate
Year of
Maturity
Interest Rate
2024 4.500% 2031 3.550%
2025 4.500 2032 3.600
2026 4.500 2034* 3.800
2027 4.500 2036* 4.000
2028 4.500 2038* 4.050
2029 3.500 2040* 4.150
2030 3.500 2043* 4.250
_______________________
* Term Bonds
True interest cost: 4.1855720%
1.03. Purchase Contract. The amount proposed by the Purchaser in excess of the
minimum bid shall be credited to the Debt Service Fund hereinafter created or to the Project Fund
hereinafter created, as determined by the Finance Director in consultation with the City’s
municipal advisor. The good faith deposit of the 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 the City Manager are directed to execute a contract with the Purchaser on behalf
of the City.
1.04. Terms and Principal Amounts of the Bonds. The City shall forthwith issue and sell
the Bonds in the total principal amount of $4,900,000, originally dated September 7, 2022, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing
interest as above set forth, and which mature on February 1 in the years and amounts as follows:
Year of
Maturity
Amount
Year of
Maturity
Amount
2024 $ 90,000 2031 $ 220,000
2025 175,000 2032 230,000
2026 180,000 2034* 480,000
2027 190,000 2036* 520,000
2028 200,000 2038* 565,000
2029 205,000 2040* 610,000
2030 215,000 2043* 1,020,000
_______________________
* Term Bonds
1.05. Optional Redemption. The City may elect on February 1, 2028, and on any date
thereafter to prepay Bonds due on or after February 1, 2029. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
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Resolution No. 22-127 3
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 6 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant’s interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed. All
prepayments will be at a price of par plus accrued interest.
1.06. Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2034,
February 1, 2036, February 1, 2038, February 1, 2040, and February 1, 2043 shall hereinafter be
referred to collectively as the “Term Bonds.” The principal amounts 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 by lot at
par plus accrued interest on February 1 of the years and in the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1, 2034 Term Bonds
2033 $235,000
2034* 245,000
_____________________
* Maturity
February 1, 2036 Term Bonds
2035 $255,000
2036* 265,000
_____________________
* Maturity
February 1, 2038 Term Bonds
2037 $275,000
2038* 290,000
_____________________
* Maturity
February 1, 2040 Term Bonds
2039 $300,000
2040* 310,000
_____________________
* Maturity
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Resolution No. 22-127 4
February 1, 2043 Term Bonds
2041 $325,000
2042 340,000
2043* 355,000
_____________________
* Maturity
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case such Bond shall be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case such Bond will be dated as of the date of original issue. The interest
on the Bonds will be payable on February 1 and August 1 of each year, commencing
August 1, 2023, to the owner of record thereof as of the close of business on the fifteenth day of
the immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City will appoint, and shall maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar” 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 in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the transferor.
The Registrar may, however, close the books for registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until such interest
payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity, as requested by the registered owner or the
owner’s attorney in writing.
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Resolution No. 22-127 5
(d) Cancellation. Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner’s order will be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds, the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any
tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation of
the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered to
the Registrar will be cancelled by the Registrar and evidence of such cancellation must be
given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
been called for redemption in accordance with its terms it is not necessary to issue a new
Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first-class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to give
notice by publication or by mail to any registered owner, or any defect therein, will not
affect the validity of any proceeding for the redemption of Bonds. Bonds so called for
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Resolution No. 22-127 6
redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services
Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, such corporation is authorized
to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar upon
thirty (30) days’ notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar
and must deliver the bond register to the successor Registrar. On or before each principal or
interest due date, without further order of the City Council, the Finance Director must transmit to
the Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had
remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this resolution unless and
until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on
each Bond is conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so prepared, executed and authenticated, the City
Manager shall deliver the same to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed in substantially the form set
forth in Exhibit B attached hereto.
3.02. Approving Legal Opinion. The City Clerk shall obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and shall cause
the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Funds. For the convenience and proper administration of the moneys to be
borrowed and repaid on the Bonds, and to make adequate and specific security for the Purchaser
and any other purchasers and holders of the Bonds from time to time, there is hereby created a
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Resolution No. 22-127 7
separate special fund of the City to be known as the Bridgewalk Condominium Homeowners’
Association Housing Improvement Area Fund (the “Housing Fund”), which fund will be continued
and maintained as a permanent fund of the City until all the Bonds are paid. Within the Housing
Fund there will be established and maintained separate accounts as follows:
(a) The Project Fund, into which fund will be deposited proceeds of the Bonds
in the amount of $4,772,900.54. Upon issuance of the Bonds, the City shall also deposit
into the Project Fund (i) proceeds of an internal loan (the “Internal Loan”) from the St.
Louis Park Economic Development Authority (the “EDA”) to the Association pursuant to
the Development Agreement, dated on or after August 5, 2022 (the “Development
Agreement”), between the City and the Association, in the amount of $800,000.00; and
(ii) prepaid Housing Fees in the amount of $252,893.00, which Housing Fees were levied on
property within the Housing Improvement Area and were prepaid pursuant to the
resolution levying the Housing Fees. A portion of the amount deposited in the Project
Fund will be disbursed to (1) reimburse the Association for costs it incurred for the Housing
Improvements made to the Bridgewalk Condominiums; and (2) pay a portion of the
administrative costs of the Housing Improvement Area, including any rebate of prepaid
Housing Fees. Interest earnings from moneys in the Project Fund shall be credited to the
Project Fund.
(b) The Costs of Issuance Fund, into which fund will be deposited proceeds of
the Bonds in the amount of $69,152, which amount will be used solely for the purpose of
paying costs of issuance of the Bonds. The City authorizes the payment of issuance
expenses by Ehlers and Associates, Inc., the municipal advisor to the City in accordance
with the closing memorandum to be prepared and distributed by Ehlers and Associates,
Inc., on the date of closing. Any balance remaining in the Costs of Issuance Fund after all
disbursements for issuance expenses shall be transferred to the Project Fund. Interest
earnings from moneys in the Costs of Issuance Fund shall be credited to the Surplus Fund
hereinafter created.
(c) The Debt Service Fund, into which fund will be deposited Housing Fees in
the amount necessary to pay when due the principal and interest on the Bonds. Interest
earnings from moneys in the Debt Service Fund shall be credited to the Debt Service Fund.
There is also appropriated to the Debt Service Fund amounts over the minimum purchase
price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund
in accordance with Section 1.03 hereof.
(d) The Surplus Fund, into which fund will be deposited all Housing Fees in
excess of the amounts required to be deposited into the Debt Service Fund and the Project
Fund under this Section. Amounts in the Surplus Fund shall be applied and disbursed in
accordance with the Development Agreement. Interest earnings from moneys in the
Surplus Fund shall be credited to the Surplus Fund.
4.02. Deposit of Funds. Money in the funds created by this resolution will be kept
separate from other municipal funds and deposited only in a bank or banks which are members of
the Federal Deposit Insurance Corporation (“FDIC”). Deposits which cause the aggregate deposits
of the City in any one bank to be in excess of the amount insured by FDIC must be continuously
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Resolution No. 22-127 8
secured in the manner provided by law for the investment of municipal funds. In the event excess
moneys are held in any of the funds created pursuant to Section 4.01 hereof, such excess moneys
shall be applied and disbursed in accordance with the Development Agreement.
4.03. Covenants Regarding Housing Improvements. The City hereby covenants with the
holders from time to time of the Bonds as follows:
(a) The City has caused or will cause the Housing Fees for the Housing
Improvements in the Housing Improvement Area to be promptly levied against housing
units in such Housing Improvement Area so that the first installment will be collectible not
later than 2023 and will take all steps necessary to assure prompt collection. The City
Council will cause to be taken with due diligence all further actions that are required under
the Development Agreement for the construction of the Housing Improvements financed
wholly or partly from the proceeds of the Bonds, and will take all further actions necessary
for the final and valid levy of the Housing Fees and the appropriation of any other funds
needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Housing Fees for the
payment of the Bonds (after taking into account any revenues collected or anticipated to
be collected under the Development Agreement), the City Council will levy ad valorem
taxes in the amount of the current or anticipated deficiency.
(c) The City will keep complete and accurate books and records showing
receipts and disbursements in connection with the Housing Improvements, Housing Fees
levied therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, and monies on hand.
(d) On the date hereof, the Board of Commissioners of the EDA adopted an
interfund loan resolution providing the provision of the Internal Loan. The City will repay
the Internal Loan in accordance with the terms set forth therein and in accordance with
the Development Agreement.
4.04. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other
bonds payable therefrom, the deficiency will be promptly paid out of monies in the general fund of
the City which are available for such purpose, and such general fund may be reimbursed with or
without interest from the Debt Service Fund when a sufficient balance is available therein.
4.05. No Tax Levy Required. It is hereby determined that the estimated collections of
Housing Fees for the payment of principal and interest on the Bonds will produce at least five
percent (5%) in excess of the amount needed to meet when due the principal and interest
payments on the Bonds, and that no tax levy is needed at this time.
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Resolution No. 22-127 9
4.06. Certificate as to Registration. 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 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds and such instruments,
including any heretofore furnished, shall be deemed representations of the City as to the facts
stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the
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.
5.03. Other Certificates. The Mayor, the City Manager, and the Finance Director are
hereby authorized and directed to furnish to the Purchaser at the closing such certificates as
are required as a condition of sale. Unless litigation shall have been commenced and be
pending questioning the Bonds or the organization of the City or incumbency of its officers, at
the closing the Mayor, the City Manager, and the Finance Director shall also execute and deliver
to the 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 deliver y of the Bonds.
5.04. Electronic Signatures. The electronic signature of the Mayor, the City Manager, the
Finance Director, and/or the City Clerk to this resolution and to 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.
Section 6. Book-Entry System; Limited Obligation of City.
6.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon
initial issuance, the ownership of each such Bond will be registered in the registration books kept
by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (“DTC”). Except as provided in this Section, all of
the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
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6.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
“Participants”) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar, of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, or any amount with respect to principal of or
interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the
person in whose name each Bond is registered in the registration books kept by the Registrar as
the holder and absolute owner of such Bond for the purpose of payment of principal and interest
with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and
for all other purposes. The Paying Agent will pay all principal of and interest on the Bonds only to
or on the order of the respective registered owners, as shown in the registration books kept by the
Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s
obligations with respect to payment of principal of or interest on the Bonds to the extent of the
sum or sums so paid. No person other than a registered owner of Bonds, as shown in the
registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation
of this Resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.”
will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Registrar and the Paying Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which shall govern payment
of principal of and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent
or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all
action necessary for all representations of the City in the Representation Letter with respect to the
Registrar and Paying Agent, respectively, to at all times be complied with.
6.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interest in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the City
and discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this Resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
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Resolution No. 22-127 11
6.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond will be made and given, respectively in the manner provided in the Representation
Letter.
Section 7. Continuing Disclosure.
7.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate”
means that certain continuing Disclosure Certificate executed by the Mayor and City Manager and
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
7.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of
the City to comply with the Continuing Disclosure Certificate is not to be considered an event of
default with respect to the Bonds; however, and Bondholder may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations under this section.
Section 8. Defeasance. When all Bonds have been discharged as provided in this
Section, all pledges, covenants and other rights granted by this resolution to holders of the
Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt
and full payment of the principal of and interest on the Bonds will remain in full force and
effect. The City may discharge all Bonds which are due on any date by depositing with the
Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of
such deposit.
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Resolution No. 22-127 12
Reviewed for Administration: Adopted by the City Council August 15, 2022
Kim Keller, city manager Jake Spano, mayor
Attest:
Melissa Kennedy, city clerk
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Resolution No. 22-127 13
Exhibit A
Proposals
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Resolution No. 22-127 14
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Resolution No. 22-127 15
Exhibit B
Form of bond
No. R-__ $___________
United States of America
State of Minnesota
County of Hennepin
City of St. Louis Park
Taxable General Obligation Housing Improvement Area Bond
Series 2022B
Rate
Maturity
Date of
Original Issue
CUSIP
February 1, 20__ September 7, 2022
Registered Owner: Cede & Co.
The City of St. Louis Park, Minnesota, a duly organized and existing municipal corporation
in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns,
the principal sum of $__________ on the maturity date specified above, with interest thereon
from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year
of twelve 30 day months), payable February 1 and August 1 in each year, commencing
August 1, 2023, to the person in whose name this Bond is registered at the close of business on the
fifteenth day (whether or not a business day) of the immediately preceding month. The interest
hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful
money of the United States of America by check or draft by Bond Trust Services Corporation,
Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its
designated successor under the Resolution described herein. For the prompt and full payment of
such principal and interest as the same respectively become due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2028, and on any date thereafter to prepay Bonds due
on or after February 1, 2029. Redemption may be in whole or in part and if in part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant’s interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. All prepayments will be at a
price of par plus accrued interest.
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Resolution No. 22-127 16
The Bonds maturing on February 1, 2034, February 1, 2036, February 1, 2038,
February 1, 2040, and February 1, 2043 shall hereinafter be referred to collectively as the “Term
Bonds.” The principal amounts 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 by lot at par plus accrued interest on February 1 of the
years and in the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1, 2034 Term Bonds
2033 $235,000
2034* 245,000
_____________________
* Maturity
February 1, 2036 Term Bonds
2035 $255,000
2036* 265,000
_____________________
* Maturity
February 1, 2038 Term Bonds
2037 $275,000
2038* 290,000
_____________________
* Maturity
February 1, 2040 Term Bonds
2039 $300,000
2040* 310,000
_____________________
* Maturity
February 1, 2043 Term Bonds
2041 $325,000
2042 340,000
2043* 355,000
_____________________
* Maturity
This Bond is one of an issue in the aggregate principal amount of $4,900,000, all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on August 15, 2022
(the “Resolution”), for the purpose of providing money to aid in financing a portion of the various
housing improvements within a housing improvement area in the City, pursuant to and in full
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Resolution No. 22-127 17
conformity with the home rule charter of the City and the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Chapter 475, as amended, and Sections 428A.11
through 428A.21, as amended. The principal hereof and interest hereon are payable primarily
from certain housing improvement fees levied on property within the housing improvement area
in which the housing improvements are located, as set forth in the Resolution to which reference
is made for a full statement of rights and powers thereby conferred. The full faith and credit of the
City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to
levy ad valorem taxes on all taxable property in the City in the event of any deficiency in housing
improvement fees pledged, which taxes may be levied without limitation as to rate or amount.
The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner’s attorney duly authorized in writing upon surrender
hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed
by the registered owner or the owner’s attorney; and may also be surrendered in exchange for
Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a
new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate and maturing on the same date,
subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and
things required by the Constitution and laws of the State of Minnesota and the City’s home rule
charter to be done, to exist, to happen and to be performed preliminary to and in the issuance of
this Bond in order to make it a valid and binding general obligation of the City in accordance with
its terms, have been done, do exist, have happened and have been performed as so required, and
that the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth
below.
Dated: September 7, 2022
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Resolution No. 22-127 18
City of St. Louis Park, Minnesota
(Facsimile) (Facsimile)
Mayor City Manager
_________________________________
Certificate of Authentication
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Bond Trust Services Corporation
By
Authorized Representative
_________________________________
Abbreviations
The following abbreviations, when used in the 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.
________________________________________
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Resolution No. 22-127 19
Assignment
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program
(“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such
“signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934,
as amended.
The Registrar will not effect transfer of this Bond unless the informat ion 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
_________________________________
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Resolution No. 22-127 20
Provisions as to Registration
The ownership of the principal of and interest on the within Bond has been registered
on the books of the Registrar in the name of t he person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
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Resolution No. 22-127 21
State of Minnesota )
)
County of Hennepin ) SS.
)
City of St. Louis Park )
I, the undersigned, being the duly qualified and acting City Clerk of the City of St. Louis
Park, Hennepin County, Minnesota (the “City”), do hereby certify that I have carefully compared
the attached and foregoing extract of minutes of a regular meeting of the City Council of the City
held on August 15, 2022, with the original minutes on file in my office and the extract is a full, true
and correct copy of the minutes insofar as they relate to the issuance and sale of the City’s Taxable
General Obligation Housing Improvement Area Bonds, Series 2022B, in the original aggregate
principal amount of $4,900,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this ______
day of _______________, 2022.
City Clerk
City of St. Louis Park, Minnesota
(SEAL)
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