HomeMy WebLinkAbout16-078 - ADMIN Resolution - City Council - 2016/06/20RESOLUTION NO. 16-078
RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION BONDS,
SERIES 2016A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$10,000,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR
EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By 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) Pursuant to Section 6.15 of the City Charter (the "Charter") and Minnesota Statutes,
Chapter 475, as amended (the "Act"), the City is authorized to issue general obligation bonds for
any purpose permitted by state law upon a vote of at least six (6) members of the City Council.
(b) The City has determined to finance the construction of improvements to the City's
ice arena and outdoor recreation facilities (the "Capital Project"), and on May 16, 2016, the City
authorized the issuance of general obligation bonds for the Capital Project by a vote of 6-1.
(c) It is necessary and expedient to the sound financial management of the affairs of
the City to issue its General Obligation Bonds, Series 2016A (the "Bonds"), in the original
aggregate principal amount of $10,000,000, pursuant to the Act and the City Charter, in order to
provide financing for the Capital Project.
(d) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale
of the Bonds, it being determined that the City has retained an independent financial advisor in
connection with such sale. The actions of the City staff and municipal advisor in negotiating the
sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of Stifel, Nicolaus &
Company, Incorporated, Denver, Colorado (the "Purchaser"), to purchase the Bonds is hereby
found and determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $10,349,847.15 (par amount of $10,000,000.00, plus original
issue premium of $426,323.40, less original issue discount of $29,668.75, less underwriter's
discount of $46,807.50), plus accrued interest to date of delivery, if any, for Bonds bearing interest
as follows:
Year Interest Rate Year
2018
2.375%
2019
2.375
2020
2.375
2021
2.375
2022
2.375
True interest cost: 1.3768711%
Interest Rate
2023
2.375%
2024
2.375
2025
1.375
2026
1.500
2027
1.625
Resolution No. 16-078 -2-
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 deposited in the
Construction Fund hereinafter created, as determined by the Chief Financial Officer in consultation
with the City's municipal advisor. The Chief Financial Officer is directed to retain the good faith
check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith
checks of the unsuccessful proposers. The Mayor and 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 will forthwith issue and sell
the Bonds pursuant to the Act, in the total principal amount of $10,000,000, originally dated July
14, 2016, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1,
upward, bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
Year
Amount
Year
Amount
2018
$ 380,000
2023
$ 1,070,000
2019
975,000
2024
1,095,000
2020
1,000,000
2025
1,120,000
2021
1,020,000
2026
1,140,000
2022
1,045,000
2027
1,155,000
1.05. Optional Redemption. The City may elect on February 1, 2024, and on any day
thereafter to prepay Bonds due on or after February 1, 2025. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2017, to the
registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
Resolution No. 16-078 -3-
(a) R, egister. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of a like aggregate
principal amount and maturity, as requested by the transferor. The Registrar may, however, close
the books for registration of any transfer after the fifteenth day of the month preceding each interest
payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied
that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that
the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal
of and interest on the Bond and for all other purposes, and payments so made to a registered owner
or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax,
fee or other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated
Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as
provided by law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation
must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
Resolution No. 16-078 -4-
been called for redemption in accordance with its terms it is not necessary to issue a new Bond
prior to payment.
(i) Redem tp ion. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of
the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to
be redeemed at the address shown on the registration books kept by the Registrar and by publishing
the notice if required by law. Failure to give notice by publication or by mail to any registered
owner, or any defect therein, will not affect the validity of the proceedings for the redemption of
Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption
date, provided that the funds for the redemption are on deposit with the place of payment at that
time.
2.04. Appointment of Initial Re ig strar. 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 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 City Council, the Chief Financial Officer must transmit to the
Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that those signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears
on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile
will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained
in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory
for any purpose or entitled to any security or benefit under this resolution unless and until a
certificate of authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on a Bond is
conclusive evidence that it has been authenticated and delivered under this resolution. When the
Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same
to the Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser is not obligated to see to the application of the
purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B
attached hereto with such changes as may be necessary to reflect more than one maturity in a single
temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will
be exchanged therefor and cancelled.
Section 3. Form of Bond.
Resolution No. 16-078 -5-
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis,
Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed
on or accompany each Bond.
Section 4. Payment• Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Bonds,
Series 2016A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service
Fund shall be administered and maintained by the Chief Financial Officer as a bookkeeping
account separate and apart from all other funds maintained in the official financial records of the
City. The Chief Financial Officer shall timely deposit in the Debt Service Fund the ad valorem
taxes levied hereunder (the "Taxes") and allocated to the payment of debt service on the Bonds,
which Taxes are pledged to the Debt Service Fund. There is also appropriated to the Debt Service
Fund (i) capitalized interest financed from the proceeds of the Bonds, if any; and (ii) amounts over
the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt
Service Fund in accordance with Section 1.05 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds,
Series 2016A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01, together with Taxes and any other funds appropriated for the
Capital Project collected during the construction of the Capital Project, will be deposited in the
Construction Fund to be used solely to defray expenses of the Capital Project and the payment of
principal and interest on the Bonds prior to the completion and payment of all costs of the Capital
Project. When the Capital Project is completed and the cost thereof paid, the Construction Fund
is to be closed and any funds remaining may be deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is
ever insufficient to pay all principal and interest then due on the Bonds and any other bonds
payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the
City which are available for such purpose, and such general fund may be reimbursed with or
without interest from the Debt Service Fund when a sufficient balance is available therein.
4.04. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property
in the City, which will be spread upon the tax rolls and collected with and as part of other general
taxes of the City. The Taxes will be credited to the Debt Service Fund above provided and will be
in the years and amounts as attached hereto as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund
Amount. It is hereby determined that the estimated collection of the foregoing Taxes will produce
at least five percent (5%) in excess of the arnount needed to meet when due the principal and
interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds
are paid, provided that at the time the City makes its annual tax levies the Chief Financial Officer
may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the
Resolution No. 16-078 -6-
"Taxpayer Services Division Manager") the amount available in the Debt Service Fund to pay
principal and interest due during the ensuing year, and the Taxpayer Services Division Manager
will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Registration of Resolution. The City Manager is authorized and directed to file a
certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the
certificate required by Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to show
the facts within their knowledge or as shown by the books and records in their custody and under
their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, will be deemed representations of the City as to the facts stated
therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the Chief
Financial Officer are authorized and directed to certify that they have examined the Official
Statement prepared and circulated in connection with the issuance and sale of the Bonds and that
to the best of their knowledge and belief the Official Statement is a complete and accurate
representation of the facts and representations made therein as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, the City Manager, and the Chief Financial Officer
are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are
required as a condition of sale. Unless litigation shall have been commenced and be pending
questioning the Bonds or the organization of the City or incumbency of its officers, at the closing
the Mayor, the City Manager, and the Chief Financial Officer shall also execute and deliver to the
Purchaser a suitable certificate as to absence of material litigation, and the Chief Financial Officer
shall also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,
Minnesota on the closing date for further distribution as directed by the City's municipal advisor,
Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
Resolution No. 16-078 -7-
6.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
103 of the Code, including without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and
the rebate of excess investment earnings to the United States.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of
the Code.
6.04. Not Qualified Tax -Exempt Obligations. The City shall not designate the Bonds as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
Section 7. Book -Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository
(the "Participants") or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
Resolution No. 16-078 -8-
delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new
nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy
of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event,
if no successor securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices
with respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City
Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it
may be amended from time to time in accordance with the terms thereof.
8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure
of the City to comply with the Continuing Disclosure Certificate is not to be considered an event
of default with respect to the Bonds; however, any Bondholder may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations under this section.
Section 9. Defeasance. When all Bonds and all interest thereon have been discharged
as provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for
the prompt and full payment of the principal of and interest on the Bonds will remain in full force
and effect. The City may discharge all Bonds which are due on any date by depositing with the
Resolution No. 16-078
-11-
,.
NAME OF BIDDER
MATURITY
(Februarwl)
RATE
REOFFERING
YIELD PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
BAIRD
SI0,48S.480.50
$1.036.992.56
1.5623%
Milwaukee. Wisconsin
2018
2.0001.
2019
3.000%
2020
3.000%
2021
2.000%
2022
2.000%
2023
2.000%
2024
3.000%
2025
3,000%
2026
2.000%
2027
2.000%
JEFFERIES
$11.240.596.25
51,109.995.06
1.6020%
New York. Nen York
2015
4.00090
2019
4.000%
2020
4.000%
2021
4.000%
2022
4.000%
2023
4.000%
2024
4.000%
2025
4.000%
2026
3.000°rA
2027
3.00091.
J.P. MORGAN SECURITIES LLC
$11.745.076.85
$1.143,810.37
1.6029%
New York. New York
2018
3.000%
2019
5.000%
2020
5.000%
2021
5.000%
2022
5.000%
2023
5.000%
2024
5.000%
2025
4.000%
2026
4.000%
2027
4.000%
Bid Tabulation Ame 20. 2016
City of St. Louis Park, Ivtiunesota
$10.000,000 General Obligatiou Bonds. Sefies 2016A Page 2
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION BOND
SERIES 2016A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 July 14, 2016
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, payable February 1 and August 1 in each year,
commencing February 1, 2017, 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 Bond Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due, the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2024, and on any day thereafter to prepay Bonds due on
or after February 1, 2025. Redemption may be in whole or in part and if in part, at the option of
the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify The Depository Trust Company ("DTC") of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price
of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $10,000,000 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 June 20, 2016 (the
"Resolution"), for the purpose of providing money to aid in financing certain capital projects in
the City, pursuant to and in full conformity with the home rule charter of the City and the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as
amended, and the principal hereof and interest hereon are payable primarily from ad valorem taxes,
as set forth in the Resolution to which reference is made for a full statement of rights and powers
Resolution No. 16-078 -13-
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this
Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable
property in the City in the event of any deficiency in taxes 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.
The City Council has not designated the issue of Bonds of which this Bond forms a part as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for
financial institutions and within the $10 million limit allowed by the Code for the calendar year of
issue.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation of the City in
accordance with its terms, have been done, do exist, have happened and have been performed as
so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional, charter, or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Louis Park, Hennepin County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated: July 14, 2016
CITY OF ST. LOUIS PARK, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
Resolution No. 16-078 -14-
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in
common
(Cost) (Minor)
under Uniform Gifts or Transfers to
Minors Act, State of
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without alteration or any change
whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Resolution No. 16-078
-15-
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition to,
or in substitution for, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act
of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is held
by joint account.)
Please insert social security or other identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
Federal ID #13-2555119
Signature of
Officer of Registrar
Resolution No. 16-078 -16-
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2017
$ 617,045.63
2018
1,232,319.38
2918
1,234,255.32
2020
1,230,317.82
2021
1,231,131.57
2022
1,231,321.88
2023
1,230,888.75
2024
1,229,832.20
2025
1,234,662.20
2026
1,232,457.20
* Year tax levy collected
Resolution No. 16-078 -9-
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.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Mavity, and upon vote being taken thereon, the following voted in favor thereof:
Mayor Jake Spano and Councilmembers Steve Hallfin, Thom Miller, Susan Sanger, Anne Mavity,
Gregg Lindberg, and Tim Brausen
following voted against the same:
resolution was declared duly passed and adopted.
City Council June 20, 2016
Manager
Attest:
Meli sa Kenn dy, City Clerk
Resolution No. 16-078
-10-
EXIIIBIT A
PROPOSALS
Subsequent to bid opening the individual nu3nuity amounts were adjusted.
Adjusted Price - $10.349.847.15 Adjusted Net Interest Cost - $910.677.94 Adjusted TIC - 1.3768%
Eviv" 1-800-552-1171 1 www.ell!ers-inc,com
EHLERS
BID TABULATION
LEADEOS IN PUBLIC FINANCE
$10,000,000 General Obligation Bonds, Series 2016A
City of St. Louis Park, Minnesota
SALE: June 20, 2016
AWARD: STIFEL NICOLAUS
Rating: Standard & Poor's Credit Markets "AAA"
BBI: 3.18%
Nov -Bank Qualified
NET TRUE
MATURITY REOFFERMG
INTEREST INTEREST
NAME OF REDDER
tFebrumT 1) RATE YIELD PRICE
COST RATE
STIFEL NICOLAUS
$10.351,363.60
$901.766.07 1.3738%
Denier. Colorado
2018 2.375% 0.610%
2019 2.375%. 0.710%
2020 2.375% 0.800%
2021 2.375% 0.910%
2022 2.375% 1.010%
2023 2.375% 1.110%
2024 2.375% 1210%
2025 1.375% 1430%
2026 1.500% 1.630%
2027 1.625% 1.730%
PIPER 7AFFRAY R CO.
$10.491.424.60
$1.006.221.51 1.51579/.
Mumeapobs, himesota
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 2.000%
2026 2.000%
2027 2.000%
Subsequent to bid opening the individual nu3nuity amounts were adjusted.
Adjusted Price - $10.349.847.15 Adjusted Net Interest Cost - $910.677.94 Adjusted TIC - 1.3768%
Eviv" 1-800-552-1171 1 www.ell!ers-inc,com