HomeMy WebLinkAbout25-081 - ADMIN Resolution - City Council - 2025/08/04Resolution No. 25-081
Awarding the sale of General Obligation Utility Revenue Bonds,
Series 2025A, in the original aggregate principal amount of
$915,000; fixing their form and specifications; directing their
execution and delivery; and providing for their payment
Be it resolved by the city council (the “city council”) of the City of St. Louis Park,
Hennepin County, Minnesota (the “city”) as follows:
Section 1. Sale of bonds.
1.01. Authorization. Pursuant to a resolution adopted by the city council on
July 7, 2025, the city authorized the sale of its General Obligation Utility Revenue Bonds,
Series 2025A (the “bonds”), pursuant to Minnesota Statutes, chapters 444 and 475, as
amended (the “act”), to finance various improvements to the City’s water system (the “utility
improvements”).
1.02. Award to the purchaser and interest rates. A tabulation of proposals received is
attached hereto as Exhibit A. The proposal of TD Securities (USA) LLC, New York, New York (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 $992,554.65
(par amount of $915,000.00, plus original issue premium of $85,789.65, less underwriter’s
discount of $8,235.00), plus accrued interest, if any, to the date of delivery for bonds bearing
interest as follows:
Year of
maturity
Interest
rate
Year of
maturity
Interest
rate
2027 5.000% 2032 5.000%
2028 5.000 2033 5.000
2029 5.000 2034 5.000
2030 5.000 2035 5.000
2031 5.000 2036 4.000
True interest cost: 3.3000729%
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 finance director of the city in
consultation with the city’s municipal advisor. The good faith deposit of the purchaser shall be
retained and deposited until the bonds have been delivered and shall be deducted from the
purchase price paid at settlement. The mayor and city manager are directed to execute a
contract with the purchaser on behalf of the city if requested by the purchaser.
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 $915,000, originally dated
August 26, 2025, in fully registered form, in the denomination of $5,000 each or any integral
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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 of
maturity
Amount
Year of
maturity
Amount
2027 $55,000 2032 $95,000
2028 80,000 2033 100,000
2029 80,000 2034 105,000
2030 85,000 2035 110,000
2031 90,000 2036 115,000
1.05. Optional redemption. The city may elect on February 1, 2033, and on any day
thereafter to prepay bonds due on or after February 1, 2034. 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
August 1, 2026, 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” and “paying agent”). The effect of registration and the
rights and duties of the city and the registrar with respect thereto are as follows:
(a) Register. The registrar must keep at its principal corporate trust office a
bond register in which the registrar provides for the registration of ownership of bonds
and the registration of transfers and exchanges of bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of bonds. Upon surrender for transfer of a bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the registrar, duly executed by the registered owner thereof or by
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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 been called for redemption in accordance
with its terms it is not necessary to issue a new bond prior to payment.
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(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) at least 30
and not more than 60 days prior to the redemption date 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 finance
director of the city 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.
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.
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3.02. Approving legal opinion. The city manager is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kutak Rock LLP, 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 Utility
Revenue Bonds, Series 2025A Debt Service Fund (the “debt service fund”) hereby created. The
debt service fund shall be administered and maintained by the finance director as a
bookkeeping account separate and apart from all other funds maintained in the official financial
records of the city. The city will continue to maintain and operate its Water Fund (the “water
fund”), to which will be credited all gross revenues of the water system, and out of which will
be paid all normal and reasonable expenses of current operations of such system. Any balances
therein are deemed net revenues (the “net revenues”) and will be transferred, from time to
time, to the debt service fund, which debt service fund will be used only to pay principal of and
interest on the bonds, and any other bonds similarly authorized. There will always be retained
in the debt service fund a sufficient amount to pay principal of and interest on the bonds, and
the finance director must report any current or anticipated deficiency in the debt service fund
to the city council. There is also appropriated to the debt service fund (i) amounts over the
minimum purchase price of the bonds paid by the purchaser, to the extent designated for
deposit in the debt service fund in accordance with section 1.03 hereof; (ii) all investment
earnings on amounts in the debt service fund; and (iii) any other funds appropriated for the
payment of principal or interest on the bonds.
4.02. Construction fund. The city hereby creates the General Obligation Utility
Revenue Bonds, Series 2025A Construction Fund (the “construction fund”). The construction
fund shall be administered and maintained by the finance director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the city.
Proceeds of the bonds, less the appropriations made in section 4.01 hereof, together with any
other funds appropriated for the utility improvements collected during the construction of the
utility improvements, will be deposited in the construction fund to be used solely to defray
expenses of the utility improvements and the payment of principal and interest on the bonds
prior to the completion and payment of all costs of the utility improvements. When the utility
improvements are completed and the cost thereof paid, the construction fund is to be closed
and any funds remaining may be deposited in the debt service fund.
4.03. City covenants with respect to the bonds. The city 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 as a public utility and convenience 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, as hereinabove provided, and will make no expenditures
from the water fund except for a duly authorized purpose and in accordance with this
resolution.
(b) The city will also maintain the debt service fund as a separate account
and will cause money to be credited thereto from time to time, out of net revenues
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from the water system in sums sufficient to pay principal of and interest on the bonds
when due.
(c) The city will keep and maintain proper and adequate books of records
and accounts separate from all other records of the city in which will be complete and
correct entries as to all transactions relating to the water system and 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
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 system 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 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 as required by law.
(g) The city will impose and collect charges of the nature authorized by
section 444.075 of the act at the times and in the amounts required to produce net
revenues adequate to pay all principal and interest when due on the 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 pledged net revenues.
(i) The city hereby determines that the estimated collection of net revenues
herein pledged for the payment of principal and interest on the bonds will produce at
least 5% in excess of the amount needed to meet, when due, the principal and interest
payments on the bonds.
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.
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4.05. Debt service coverage. It is hereby determined that the estimated collections of
net revenues will produce at least 5% in excess of the amount needed to meet when due the
principal and interest payments on the bonds and that no tax levy is needed at this time.
4.06. Registration of resolution. The city manager is authorized and directed to file a
certified copy of this resolution with the auditor/treasurer of Hennepin County, Minnesota and
to obtain the certificate required by section 475.63 of the act.
Section 5. Authentication of transcript.
5.01. City proceedings and records. The officers of the city are authorized and directed
to prepare and furnish to the purchaser and to the attorneys approving the bonds certified
copies of proceedings and records of the city relating to the bonds and to the financial
condition and affairs of the city, and such other certificates, affidavits and transcripts as may be
required to show the facts within their knowledge or as shown by the books and records in
their custody and under their control, relating to the validity and marketability of the bonds,
and such instruments, including any heretofore furnished, 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/or the
finance director are authorized and directed to certify that they have examined the official
statement prepared and circulated in connection with the issuance and sale of the bonds and
that to the best of their knowledge and belief the official statement is a complete and accurate
representation of the facts and representations made therein as of the date of the official
statement.
5.03. Other certificates. The mayor, the city manager, and/or the finance director are
hereby authorized and directed to furnish to the purchaser at the closing such certificates as
are required as a condition of sale. Unless litigation shall have been commenced and be
pending questioning the bonds or the organization of the city or incumbency of its officers, at
the closing the mayor, the city manager, and the finance director shall also execute and deliver
to the purchaser a suitable certificate as to absence of material litigation, and the finance
director shall also execute and deliver a certificate as to payment for and delivery of the bonds.
If an officer whose signature or a facsimile of whose signature appears on any aforementioned
certificate or other similar document ceases to be such officer before the delivery of such
document, 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.
5.04. Electronic signatures. The electronic signature of the mayor, the city manager,
the finance director, and/or the city clerk to this resolution and any certificate authorized to be
executed hereunder shall be as valid as an original signature of such party and shall be effective
to bind the city thereto. For purposes hereof, (i) “electronic signature” means a manually
signed original signature that is then transmitted by electronic means; and (ii) “transmitted by
electronic means” means sent in the form of a facsimile or sent via the internet as a portable
document format (“pdf”) or other replicating image attached to an electronic mail or internet
message.
5.05. Payment of costs of issuance. The city authorizes the purchaser to forward the
amount of bond proceeds allocable to the payment of issuance expenses in accordance with
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the closing memorandum to be prepared and distributed by Ehlers and Associates, Inc., the
municipal advisor to the city, on the date of closing.
Section 6. Tax covenants.
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. as presently existing or as hereafter amended and made
applicable to the bonds.
6.02. No rebate required.
(a) 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 if the Bonds (together with other obligations reasonably expected to be issued in
calendar year 2025) exceed the small issuer exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal
arbitrage rebate requirements, the city hereby finds, determines, and declares that the
aggregate face amount of all tax-exempt bonds (other than private activity bonds)
issued by the city (and all subordinate entities of the city) during the calendar year in
which the bonds are issued and outstanding at one time is not reasonably expected to
exceed $5,000,000, all within the meaning of section 148(f)(4)(D) of the code.
6.03. Not private activity bonds. The city further covenants not to use the proceeds of
the bonds or the facilities thereby 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;
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(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 2025 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the city during
calendar year 2025 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. The
paying agent will pay all principal of, premium, if any, and interest on the bonds only to or on
the order of the respective registered owners, as shown in the registration books kept by the
registrar, and all such payments will be valid and effectual to fully satisfy and discharge the
city’s obligations with respect to payment of principal of, premium, if any, or interest on the
bonds to the extent of the sum or sums so paid. No person other than a registered owner of
bonds, as shown in the registration books kept by the registrar, will receive a certificated bond
evidencing the obligation of this resolution. Upon delivery by DTC to the city manager of a
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of
such a notice, the city manager will promptly deliver a copy of the same to the registrar and
paying agent.
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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 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
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depositing with the registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
Reviewed for administration: Adopted by the city council August 4, 2025:
Kim Keller, city manager Nadia Mohamed, mayor
Attest:
Melissa Kennedy, city clerk
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Exhibit A
Proposals
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Exhibit B
Form of bond
No. R-_____ United States of America $_________
State of Minnesota
County of Hennepin
City of St. Louis Park
General Obligation Utility Revenue Bond
Series 2025A
Rate
Maturity
Date of
original issue
CUSIP
February 1, 20__ August 26, 2025
Registered owner: Cede & Co.
The City of St. Louis Park, Minnesota, a duly organized and existing home rule charter
city and municipal corporation in Hennepin County, Minnesota (the “city”), acknowledges itself
to be indebted and for value received hereby promises to pay to the registered owner specified
above or registered assigns, the principal sum of $___________ on the maturity date specified
above, with interest thereon from the date hereof at the annual rate specified above
(calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and
August 1 in each year, commencing August 1, 2026, 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, 2033, and on any day thereafter to prepay bonds due
on or after February 1, 2034. 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 $915,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the city council on August 4, 2025
(the “resolution”), for the purpose of providing money to aid in financing certain improvements
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to the municipal water 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 444 and 475, as amended, and the principal hereof and interest hereon are payable
from net revenues of the municipal water system, as set forth in the resolution to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the city are irrevocably pledged for payment of this bond and the city council has
obligated itself to levy ad valorem taxes on all taxable property in the city in the event of any
deficiency in 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 this issue of bonds 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 the city will continue to own and operate the water system free
from competition by other like municipal utilities; that adequate insurance on said system 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, into
which the city will pay all of the gross revenues from the water system; that it will also create
and maintain the General Obligation Utility Revenue Bonds, Series 2025A Debt Service Fund,
into which the city will pay, out of the net revenues from the water system a sum sufficient to
pay principal of the bonds and interest on the bonds when due; and that the city will provide,
by ad valorem tax levies, for any deficiency in required net revenues of the water 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
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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: August 26, 2025
City of St. Louis Park, Minnesota
(Facsimile) (Facsimile)
Mayor City Manager
________________________________________
Certificate of authentication
This is one of the bonds delivered pursuant to the resolution mentioned within.
Bond Trust Services Corporation
By
Authorized Representative
________________________________________
Abbreviations
The following abbreviations, when used in the inscription on the face of this bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM – as tenants in common UNIF GIFT MIN ACT
_________ Custodian _________
(Cust) (Minor)
TEN ENT – as tenants by entireties under Uniform Gifts or Transfers to Minors
Act, State of _______________
JT TEN – as joint tenants with right of
survivorship and not as tenants in
common
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Additional abbreviations may also be used though not in the above list.
________________________________________
Assignment
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said bond on the books kept for registration of the within bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”),
the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The registrar will not effect transfer of this bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
________________________________________
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Provisions as to registration
The ownership of the principal of and interest on the within bond has been registered on
the books of the registrar in the name of the person last noted below.
Date of registration
Registered owner
Signature of
officer of registrar
Cede & Co.
Federal ID #13-2555119
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August 4, 2025
SALE DAY REPORT FOR:
City of St. Louis Park, Minnesota
$915,000 General Obligation Utility Revenue Bonds, Series
2025A
Prepared by:
Ehlers
3001 Broadway Street, Suite 320
Minneapolis, MN 55413
Stacie Kvilvang,
Senior Municipal Advisor
Jason Aarsvold,
Senior Municipal Advisor
Keith Dahl,
Municipal Advisor
BUILDING COMMUNITIES. IT’S WHAT WE DO.
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Sale Day Report for City of St. Louis Park, Minnesota 1
Competitive Sale Results
PURPOSE: For the purpose of financing the 2025 utility system projects within the City.
RATING: S&P Global Ratings "AAA" / Stable
NUMBER OF BIDS: 5
LOW BIDDER: TD Securities (USA) LLC, New York, New York
COMPARISON FROM LOWEST TO HIGHEST BID:
(TIC as bid)
LOW BID:* 3.2888%
HIGH BID: 3.6923%
Summary of Sale Results:
Principal Amount*: $915,000
Underwriter’s Discount: $8,235
Reoffering Premium: $85,790
True Interest Cost: 3.3000%
Costs of Issuance: $42,287
Yield: 2.50%-3.52%
Total Net P&I: $1,197,453
NOTES: The Bonds maturing February 1, 2034 and thereafter are callable
February 1, 2033 or any date thereafter.
CLOSING DATE: August 26, 2025
CITY COUNCIL
ACTION:
Adopt a resolution awarding the sale of $915,000 General
Obligation Utility Revenue Bonds, Series 2025A.
SUPPLEMENTARY ATTACHMENTS
Bid Tabulation
Sources and Uses of Funds & Updated Debt Service Schedules
Rating Report (Provided to the City via email from S & P)
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BID TABULATION
$915,000 General Obligation Utility Revenue Bonds, Series 2025A
City of St. Louis Park, Minnesota
SALE: August 4, 2025
AWARD: TD SECURITIES (USA) LLC
Rating: S&P Global Ratings "AAA" / Stable
Tax Exempt - Bank Qualified
NAME OF INSTITUTION
MATURITY
(February 1)
COUPON
RATE
REOFFERING
YIELD
PRICE
TRUE
INTEREST
RATE
TD SECURITIES (USA) LLC $991,842.70 3.2888%
New York, New York 2027 5.000% 2.520%
2028 5.000% 2.500%
2029 5.000% 2.500%
2030 5.000% 2.560%
2031 5.000% 2.680%
2032 5.000% 2.860%
2033 5.000% 3.030%
2034 5.000% 3.170%
2035 5.000% 3.270%
2036 4.000% 3.520%
BAIRD 3.3253%
Milwaukee, Wisconsin
BROWNSTONE INVESTMENT
GROUP, LLC
3.5175%
New York, New York
NORTHLAND SECURITIES, INC. 3.6741%
Minneapolis, Minnesota
BERNARDI SECURITIES, INC. 3.6923%
Chicago, Illinois
* Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price: $992,554.65 Adjusted Net Interest Cost: $204,898.13 Adjusted TIC: 3.3000%
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City of St. Louis Park, Minnesota
$915,000 General Obligation Utility Revenue Bonds, Series 2025A
Sources & Uses
Dated 08/26/2025 | Delivered 08/26/2025
Sources Of Funds
Par Amount of Bonds $915,000.00
Reoffering Premium 85,789.65
Total Sources $1,000,789.65
Uses Of Funds
Total Underwriter's Discount (0.900%)8,235.00
Costs of Issuance 42,287.00
Deposit to Project Construction Fund 950,267.65
Total Uses $1,000,789.65
Series 2025A GO Util Rev | SINGLE PURPOSE | 8/ 4/2025 | 11:54 AM
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City of St. Louis Park, Minnesota
$915,000 General Obligation Utility Revenue Bonds, Series 2025A
Debt Service Schedule
Date Principal Coupon Interest Total P+I Fiscal Total
08/26/2025 -----
08/01/2026 --41,502.78 41,502.78 -
02/01/2027 55,000.00 5.000%22,300.00 77,300.00 118,802.78
08/01/2027 --20,925.00 20,925.00 -
02/01/2028 80,000.00 5.000%20,925.00 100,925.00 121,850.00
08/01/2028 --18,925.00 18,925.00 -
02/01/2029 80,000.00 5.000%18,925.00 98,925.00 117,850.00
08/01/2029 --16,925.00 16,925.00 -
02/01/2030 85,000.00 5.000%16,925.00 101,925.00 118,850.00
08/01/2030 --14,800.00 14,800.00 -
02/01/2031 90,000.00 5.000%14,800.00 104,800.00 119,600.00
08/01/2031 --12,550.00 12,550.00 -
02/01/2032 95,000.00 5.000%12,550.00 107,550.00 120,100.00
08/01/2032 --10,175.00 10,175.00 -
02/01/2033 100,000.00 5.000%10,175.00 110,175.00 120,350.00
08/01/2033 --7,675.00 7,675.00 -
02/01/2034 105,000.00 5.000%7,675.00 112,675.00 120,350.00
08/01/2034 --5,050.00 5,050.00 -
02/01/2035 110,000.00 5.000%5,050.00 115,050.00 120,100.00
08/01/2035 --2,300.00 2,300.00 -
02/01/2036 115,000.00 4.000%2,300.00 117,300.00 119,600.00
Total $915,000.00 -$282,452.78 $1,197,452.78 -
Yield Statistics
Bond Year Dollars $5,888.96
Average Life 6.436 Years
Average Coupon 4.7963114%
Net Interest Cost (NIC)3.4793612%
True Interest Cost (TIC)3.3000729%
Bond Yield for Arbitrage Purposes 3.0134565%
All Inclusive Cost (AIC)4.0974004%
IRS Form 8038
Net Interest Cost 3.0466837%
Weighted Average Maturity 6.450 Years
Series 2025A GO Util Rev | SINGLE PURPOSE | 8/ 4/2025 | 11:54 AM
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City of St. Louis Park, Minnesota
$915,000 General Obligation Utility Revenue Bonds, Series 2025A
Detail Costs Of Issuance
Dated 08/26/2025 | Delivered 08/26/2025
COSTS OF ISSUANCE DETAIL
Municipal Advisor $22,000.00
Hennepin County Fee $275.00
Bond Counsel $6,500.00
Rating Agency Fee $12,587.00
Paying Agent $925.00
TOTAL $42,287.00
Series 2025A GO Util Rev | SINGLE PURPOSE | 8/ 4/2025 | 11:54 AM
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