HomeMy WebLinkAbout18-081 - ADMIN Resolution - City Council - 2018/05/21Extract of Minutes of Meeting
of the City Council of the City of
St. Louis Park, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of St.
Louis Park, Minnesota, was duly held in the City Hall in said City on Monday, May 21, 2018,
commencing at 7:30 P.M.
The following members were present:
Mayor Jake Spano and Councilmembers Tim Brausen, Steve Hallfin, Rachel Harris, Anne Mavity, and
Thom Miller
and the following were absent:
Councilmember Margaret Rog
The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Bonds, Series 2018A, to be issued in
the original aggregate principal amount of $8,800,000.
The City Manager presented a tabulation of the proposals which had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A
attached.
After due consideration of the proposals, Member Tim Brausen then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
523492v2 MNI SA140-124
RESOLUTION NO. 18-081
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION BONDS, SERIES 2018A, IN THE ORIGINAL
AGGREGATE PRINCIPAL AMOUNT OF $8,800,000; FIXING
THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR
EXECUTION AND DELIVERY; PROVIDING FOR THEIR
PAYMENT; AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY
BE IT RESOLVED By the City Council (the "City Council") of the City of St. Louis Park,
Hennepin County, Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. Authorization of Bonds. Pursuant to a resolution adopted by the City Council on
April 16, 2018, the City Council authorized the sale of the City's General Obligation Bonds,
Series 2018A (the "Bonds"), in order to provide for (i) the construction of projects related to sidewalks,
trails, fiber extension, and softball fields in the City (collectively, the "Capital Projects"), pursuant to
Section 6.15 of the City Charter (the "Charter") and Minnesota Statutes, Chapter 475, as amended (the
"Municipal Debt Act"); and (ii) the construction of various improvements to the City's water and sewer
systems, including improvements to the water treatment plant filter 44, water rehabilitation and
infrastructure projects, and sanitary sewer capital projects (collectively, the "Utility Improvements"),
pursuant to Minnesota Statutes, Chapter 444 and the Municipal Debt Act (collectively, the "Utility
Revenue Act").
1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Jaffray, Minneapolis,
Minnesota, as syndicate manager (the "Purchaser"), to purchase the Bonds is hereby found and determined
to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of
$9,093,335.90 (par amount of $8,800,000.00, plus original issue premium of $366,073.30, less original
issue discount of $9,512.40, less underwriter's discount of $63,225.00), plus accrued interest to date of
delivery, if any, for Bonds bearing interest as follows:
Year
2019
2020
2021
2022
2023
2024
2025
2026
True interest cost: 2.8153949%
Interest Rate
Year Interest Rate
4.000%
2027
3.000%
4.000
2028
3.000
4.000
2029
3.000
4.000
2030
3.000
4.000
2031
3.000
4.000
2032
3.000
4.000
2033
3.000
4.000
1.03. Purchase Contract. The amount proposed by the Purchaser in excess of the minimum bid
shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the accounts in
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523492v2 MINI SA140-124
the Construction Fund hereinafter created, as determined by the Chief Financial Officer of the City in
consultation with the City's municipal advisor. The Chief Financial Officer is directed to retain the good
faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith
checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with
the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Charter, the Municipal Debt Act, and the Utility Revenue Act (collectively, the
"Act"), in the total principal amount of $8,800,000, originally dated June 14, 2018, 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
2019
$420,000
2027
$690,000
2020
520,000
2028
705,000
2021
545,000
2029
735,000
2022
570,000
2030
510,000
2023
585,000
2031
525,000
2024
605,000
2032
540,000
2025
640,000
2033
555,000
2026
655,000
(a) $2,020,000 of the Bonds (the "Charter Bonds"), maturing on February 1 in the
years and in the amounts set forth below, will be used to finance the Capital Projects:
Year
Amount
Year Amount
2020
$165,000
2025
$205,000
2021
180,000
2026
210,000
2022
185,000
2027
225,000
2023
190,000
2028
230,000
2024
195,000
2029
235,000
(b) The remainder of the Bonds in the amount of $6,780,000 (the "Utility Revenue
Bonds"), maturing on February 1 in the years and in the amounts set forth below, will be used to
finance the Utility Improvements:
Year Amount
Year Amount
2019
$420,000
2027
$465,000
2020
355,000
2028
475,000
2021
365,000
2029
500,000
2022
385,000
2030
510,000
2023
395,000
2031
525,000
2024
410,000
2032
540,000
2025
435,000
2033
555,000
2026
445,000
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523492v2 NM SA140-124
1.05. Optional Redemption. The City may elect on February 1, 2026, and on any day thereafter
to prepay Bonds due on or after February 1, 2027. Redemption may be in whole or in part and if in pall, 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, 2019, to the registered owners of record thereof as of the close of business on the
fifteenth day of the immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent
and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Re ister. 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
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523492v2 MM SA140-124
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
been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior
to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner,
or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds.
Bonds so called for redemption will cease to bear interest after the specified redemption date,
provided that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law
to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City
reserves the right to remove the Registrar upon thirty (30) days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its
possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or
before each principal or interest due date, without further order of the City Council, the Chief Financial
Officer must transmit to the Registrar moneys sufficient for the payment of all principal and interest then
due.
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523492v2 MNI SA140-124
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.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and
cause the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Bonds,
Series 2018A 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 booldweping account separate and apart
from all other funds maintained in the official financial records of the City. The City will maintain the
following accounts in the Debt Service Fund: the "Capital Projects Account' and "Utility Improvements
Account" Amounts in the Capital Projects Account are irrevocably pledged to the Charter Bonds, and
amounts in the Utility Improvements Account are irrevocably pledged to the Utility Revenue Bonds.
(a) Capital Projects Account. The Chief Financial Officer shall timely deposit in the
Capital Projects Account of the Debt Service Fund the ad valorem taxes hereinafter levied (the
"Taxes") and allocated to the payment of debt service on the Charter Bonds, which Taxes are
pledged to the Capital Projects Account. There is also appropriated to the Capital Projects Account
(i) capitalized interest financed with proceeds of the Bonds, if any; and (ii) a pro rata portion of
amounts over the minimum purchase price paid by the Purchaser, to the extent designated for
deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
(b) Utility Improvements Account. The City will continue to maintain and operate its
Water Fund and Sewer Fund, to which will be credited all gross revenues of the water system and
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523492v2 MNI SA140-124
sewer system, respectively, and out of which will be paid all normal and reasonable expenses of
current operations of such systems. Any balances therein are deemed net revenues (the `Net
Revenues") and will be transferred, from time to time, to the Utility Improvements Account of the
Debt Service Fund, which Utility Improvements Account will be used only to pay principal of and
interest on the Utility Revenue Bonds and any other bonds similarly authorized. There will
always be retained in the Utility Improvements Account a sufficient amount to pay principal of
and interest on all the Utility Revenue Bonds, and the Chief Financial Officer must report any
current or anticipated deficiency in the Utility Improvements Account to the City Council. There
is also appropriated to the Utility Improvements Account a pro rata portion of amounts over the
minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt
Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds, Series 2018A
Construction Fund (the "Construction Fund"). The City will maintain the following accounts in the
Construction Fund: the "Capital Projects Account" and "Utility Improvements Account" Amounts in the
Capital Projects Account are irrevocably pledged to the Charter Bonds, and amounts in the Utility
Improvements Account are irrevocably pledged to the Utility Revenue Bonds.
(a) Capital Projects Account. Proceeds of the Charter Bonds, less the appropriations
made in Section 4.01(a), together with Taxes and any other funds appropriated for the Capital
Projects collected during the construction of the Capital Projects, will be deposited in the Capital
Projects Account of the Construction Fund to be used solely to defray expenses of the Capital
Projects and the payment of principal and interest on the Charter Bonds prior to the completion and
payment of all costs of the Capital Projects. When the Capital Projects are completed and the cost
thereof paid, the Capital Projects Account of the Construction Fund is to be closed and any funds
remaining may be deposited in the Capital Projects Account of the Debt Service Fund.
(b) Utility Improvements Account. Proceeds of the Utility Revenue Bonds, less the
appropriations made in Section 4.01(b) hereof, will be deposited in the Utility Improvements
Account of the Construction Fund to be used solely to defray expenses of the Utility Improvements.
When the Utility Improvements are completed and the cost thereof paid, the Utility Improvements
Account of the Construction Fund is to be closed and any funds remaining may be deposited in the
Utility Improvements Account of the Debt Service Fund.
4.03. City Covenants with Respect to the Utility Revenue Bonds. The City Council covenants
and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid,
it will keep and enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water system and
sewer system as public utilities and conveniences free from competition of other like municipal
utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to
the Water Fund and Sewer Fund, respectively, as hereinabove provided, and will make no
expenditures from those accounts except for a duly authorized purpose and in accordance with
this resolution.
(b) The City will also maintain the Utility Improvements Account of the Debt
Service Fund as a separate account and will cause money to be credited thereto from time to
time, out of Net Revenues from the water system and sewer system in sums sufficient to pay
principal of and interest on the Utility Revenue Bonds when due.
523492v2 MN1 SA140-124
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the water system and sewer system and which will be open to
inspection and copying by any Bondholder, or the Bondholder's agent or attorney, at any
reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least annually by a
qualified public accountant and statements of such audit and report will be furnished to all
Bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system and
sewer system to be bonded in reasonable amounts for the protection of the City and the
Bondholders and will cause the funds collected on account of the operations of such systems to
be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The City Council will keep the water system and sewer system insured at all
times against loss by fire, tornado and other risks customarily insured against with an insurer or
insurers in good standing, in such amounts as are customary for like plants, to protect the
holders, from time to time, of the Bonds and the City from any loss due to any such casualty and
will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the water system and sewer system as required by law.
(g) The City will impose and collect charges of the nature authorized by
Section 444.075 of the Utility Revenue Act, at the times and in the amounts required to produce
Net Revenues adequate to pay all principal and interest when due on the Utility Revenue Bonds
and to create and maintain such reserves securing said payments as may be provided herein.
(h) The City Council will levy general ad valorem taxes on all taxable property in
the City when required to meet any deficiency in Net Revenues.
4.04. 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. Pledge of Taxes. For the purpose of paying the principal of and interest on the Charter
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 Capital Projects Account of the Debt Service Fund above
provided and will be in the years and amounts as attached hereto as EXHIBIT C.
4.06. Certification to TaxDaver Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collection of the foregoing Taxes and Net Revenues will produce
at least five percent (5%) in excess of the amount needed to meet when due the principal and interest
payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid,
provided that at the time the City makes its annual tax levies the Chief Financial Officer may certify to
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523492v2 MNI SA140-124
the Taxpayer Services Division Manager of Hennepin County, Minnesota (the "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.
4.07. 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
larowledge 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.
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,
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523492v2 MN1 SA140-124
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. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual
statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Bonds as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2018 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2018 have been designated for purposes 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.
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523492v2 MNI SA140-124
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 stuns so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar,
will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the
City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place
of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent.
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. tem. 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. Pvments 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 fi-om 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 Continuhig
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.
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523492v2 MNI SA140-124
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 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 remainder of this page is intentionally left blank.)
12
523492v2 MNI SV40 -124
The motion for the adoption of the foregoing resolution was duly seconded by City Council Member
Thom Miller, and, after full discussion thereof and upon a vote being taken thereon, the following City
Council Members voted in favor thereof:
Spann and Councilmembers Tim Brausen, Steve Hallfin, Rachel Harris, Anne Mavity, and
Manager
13
523492v2 MM SA140-124
to he City Council May 21, 2018
S (\ r
EXHIBIT A
PROPOSALS
A-1
523492v2 MNI SA140-124
19 EHLERS
BID TABULATION LEADERS IN PUBLIC FINANCE
$8,800,000 General Obligation Bonds, Series 2018A
City of St. Louis Park, Minnesota
SALE: May 21, 2018
AWARD: PIPERJAFFRAY
Rating: S&P Global Ratings "AAA" BBI: 3.95%
BanicQtlaliSed
NAME OF BIDDER
MATURITY
(February 1)
RATE
REOFFERING
YIELD PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
PIPER 3AFFRAY
4.0009K.
2.400%
$9,098.311.10
$1,918,760.15
2.5085%
Mimeapolis, Minnesota
2019
4.000%
1.750%
3.000%
2.700%
2029
2020
4.000%
1.900%
3.000%
2.9000/0
Cantor Fitzgerald
2021
4.000%
2.000%
3.00090
3.050%
Citigruup
2022
4.000%
2.100%
3.000%
13AIRD
Milward:ee, Wisconsin
2023
4.000%
2.200%
2024
4.000%
2.300%
2025
4.0009K.
2.400%
2026
4.000%
2,500%
2027
3.000%
2.600%
2028
3.000%
2.700%
2029
3.000%
2.800%
2030
3.000%
2.9000/0
2031
3.000%
3.000%
2032
3.00090
3.050%
2033
3.000%
3.10096
2019
3.000%
2020
3.000%
2021
4.000%
2022
4.000%
2023
4.000%
2024
4.000%
2025
4.000%
2026
4.000%
2027
3.000%
2028
3.000%
2029
3.000%
2030
3.000%
2031
3.000%
2032
3.000%
2033
3.125%
S9,073,190.35 $1.941.483.56 2.8442%
• Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price - $9,093,335.90 Adjusted Net Interest Cost - $1,963,607.99 Adjusted TIC - 2.8153%
1-800-552-1171 1 wwwoNom-inr.ram
A-2
523492v2 MNI SA140-124
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (Febrnmry- 1) RATE YIELD PRICE COST RATE
STIFEL NICOLAUS
Memphis. Teimessee
FTN FINANCIAL CAPITAL
MARKETS
Memphis. Temessee
2019 3.000%
2020 3.0000,6
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.0009%
2025 3.000°%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.0009'°
2025 3.000°%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3,250%
2032 3250%
2033 3250%
Bid Tabulation
City of St. Louis Park. Minnesota
$8.800.000 General Obligation Bonds. Series 2018A
A-3
523492v2 MNI SA140-124
$8.888,162.15 $1.926.004.52 2.8481%
$8,918.560.99 .51.948.710.23 2.8706%
May 21. 2018
Page 2
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (Febrnmv 1) RATE YIELD PRICE COST RATE
WELLS FARGO BANK. NATIONAL
ASSOCIATION
Charlone. Notch Carolina
FIFTH THIRD SECURITIES. INC.
Cincumati. Ohio
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000010
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.125%
2019 4.000%
2020 4.000%
2021 4.000%
2022 4.000%
2023 4.000%
2024 4.000%
2025 4.000%
2026 4.000%
2027 4.000%
2025 4.000%
2029 4,000%
2030 3.000%
2031 3.500%
2032 .3.500%
2033 3.500%
Bid Tabulation
City of St. Louis Pack, Minnesota
$8.800,000 General Obligation Bonds. Series 2018A
A-4
523492v2 MNI SA140-124
58.859.418.60 51.964532.40 2.9108%
$9,285.341.65 82.036.415.09 2.9295%
May 21, 2018
Page 3
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
RAYMOND JAMES &,
ASSOCIATES. INC.
Memphis. Tennessee
2019 4.000%
2020 4.000%
2021 4.000%
2022 4.000%
2023 4.000%
2024 4.000%
2025 4.000%
2026 4.00090
2027 4.000%
2028 3.250%
2029 3250%
2030 3.250%
2031 3.250%
2032 3.5009'0
2033 3.500%
isBid Tabulation
City of St. Louis Park, Mitntesota
$8.800,000 General Obligation Bonds. Series 2018A
A-5
523492v2 MNI SA140-124
89.169.453.95 52.044.918.10 2.969590
May 21, 2018
Page 4
10►4III1.398:?
FORM OF BOND
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
GENERAL OBLIGATION BOND
SERIES 2018A
Date of
Rate Maturity Original Issue
February 1, 20 June 14, 2018
Registered Owner: Cede & Co.
CUSIP
The City of St. Louis Park, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum
of $ on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable
February 1 and August 1 in each year, commencing February 1, 2019, 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, 2026, and on any day thereafter to prepay Bonds due on or
after February 1, 2027. Redemption may be in whole or in part and if in part, at the option of the City
and in such manner as the City will determine. If less than all Bonds of a maturity are called for
redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such
maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $8,800,000 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 May 21, 2018 (the "Resolution"), for the purpose
of providing money to aid in financing certain capital projects and improvements to the City's water
system and sewer system, pursuant to and in full conformity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 475 and
Chapter 444, as amended, and the principal hereof and interest hereon are payable in part from ad
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523492v2 MNI SA140-124
valorem taxes and in part from net revenues from the water system and sewer system of the City, as set
forth in the Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the
City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in
the event of any deficiency in taxes and net revenues pledged, which taxes may be levied without
limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
The City Council has 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.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system and sewer system free
from competition by other like municipal utilities; that adequate insurance on said systems and suitable
fidelity bonds on employees will be carried; that proper and adequate books of account will be kept
showing all receipts and disbursements relating to the Water Fund and Sewer Fund, into which it will pay
all of the gross revenues from the water system and sewer system, respectively; that it will also create
and maintain a Utility Improvements Account within the General Obligation Bonds, Series 2018A Debt
Service Fund, into which it will pay, out of the net revenues from the water system and sewer system, a
sum sufficient to pay principal of the Utility Revenue Bonds (as defined in the Resolution) and interest
on the Utility Revenue Bonds when due; and that it will provide, by ad valorem tax levies, for any
deficiency in required net revenues of the water system and sewer system.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the 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.
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523492v2 MNI SA140-124
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: June 14, 2018
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
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cost) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
Additional abbreviations may also be used though not in the above list.
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523492v2 MNI SA140-124
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee
program" as may be determined by the Registrar in addition to, or in substitution for, STEMP, SEMP or
MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
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523492v2 MNI SA140-124
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 nine of the person last noted below.
Date of Registration
523492v2 MNI SA140-124
Registered Owner
Cede & Co.
Federal ID 913-2555119
Im
Signature of
Officer of Re isg tray
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2019
$250,845.00
2020
259,665.00
2021
257,355.00
2022
254,835.00
2023
252,105.00
2024
254,415.00
2025
251,055.00
2026
257,985.00
2027
256,147.50
2028
254,152.50
* Year tax levy collected
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523492v2 MNI SA140-124
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
May 21, 2018, with the original minutes on file in my office and the extract is a full, true and correct
copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation
Bonds, Series 2018A, in the original aggregate principal amount of $8,800,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this day
of 2018.
City Clerk
City of St. Louis Park, Minnesota
(SEAL)
523492v2 MNI SA140-124