HomeMy WebLinkAboutCC PACKET 06302014SPECIAL CITY COUNCIL MEETING AGENDA
June 30, 2014
7:00 p.m.
Call to Order.
Pledge of Allegiance.
Roll Call.
Consideration, discussion, and possible action on all of the following items:
Approval of the June 30, 2014, Special City Council Meeting Agenda. (action requested.)
General Business of Council.
A. Resolution 14-050; a resolution Relating to $3,750,000 General Obligation Tax Increment Revenue
Refunding Bonds, Series 20148; Awarding the Sale, Fixing the Form and Details, and Providing for the
Execution and Delivery Thereof and Security Therefor. Stacie Kvilvang, Ehlers & Associates will be
presenting. (pp. 1-26)
B. Resolution 14-051; a resolution Authorizing Issuance, Awarding Sale, Prescribing the Form and Details
and Providing for the Payment of $1,330,000 General Obligation Refunding Bonds, Series 20140. Stacie
Kvilvang, Ehlers & Associates will be presenting. (pp. 27-50)
C. City Council Receives Organized Collection Proposal. Mark Casey, City Manager will be presenting. (no
action needed.) (pp. 51-54 plus Booklet)
III. Adjournment.
Our Mission is to be a progressive and livable community, a walkable village, which is sustainable, safe and secure.
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REQUEST FOR COUNCIL CONSIDERATION
Meeting Date: June 30, 2014
Resolution 14-050; Resolution Relating to $3,750,000 General Obligation Tax Increment Revenue
Refunding Bonds, Series 2014B; Awarding the Sale, Fixing the Form and Details and Providing for the
Execution and Delivery Thereof and Security Therefor.
Resolution 14-051; a resolution Authorizing Issuance, Awarding Sale, Prescribing the Form and
Details and Providing for the Payment of $1,330,000 General Obligation Refunding Bonds, Series
2014C.
OVERVIEW:
The bid opening for the above reference Bonds will be taking place on June 30, 2014. The information
regarding the sales will be distributed the evening of the Special City Council meeting.
THIS PAGE LEFT INTENTIONALLY BLANK
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CERTIFICATION OF MINUTES RELATING TO
$3,750,000 GENERAL OBLIGATION TAX
INCREMENT REVENUE REFUNDING BONDS, SERIES 2014B
Issuer: City of St. Anthony, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on June 30, 2013, at
7:00 o'clock P.M., at the City Hall in St. Anthony, Minnesota.
Members present:
Members absent:
Documents attached:
Minutes of said meeting including (pages): 1 through 19
RESOLUTION NO. 14-050
RESOLUTION RELATING TO $3,750,000 GENERAL OBLIGATION
TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 201413;
AWARDING THE SALE, FIXING THE FORM AND DETAILS AND
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF
AND SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the obligations referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully compared with the original
records of the corporation in my legal custody, from which they have been transcribed; that the
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of the corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at the meeting, insofar as they relate
to the obligations; and that the meeting was duly held by the governing body at the time and
place and was attended throughout by the members indicated above, pursuant to call and notice
given as required by law.
WITNESS my hand officially as such recording officer this 30`' day of
June, 2014.
Barb Suciu, City Clerk
It was reported that U proposals had been received prior to 11:00 A.M. Central
Time today for the purchase of the $3,750,000 General Obligation Tax Increment Revenue
Refunding Bonds, Series 2014B of the City in accordance with the Official Statement distributed
by the City to potential purchasers of the Bonds. The proposals have been read and tabulated,
and the terms of each have been determined to be as follows:
Bid for Interest Net Interest
Name of Bidder Principal Rates Cost
[See attached]
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Councilmember then introduced the following resolution and
moved its adoption:
RESOLUTION NO. 14-050
RESOLUTION RELATING TO $3,750,000 GENERAL OBLIGATION
TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 201413;
AWARDING THE SALE, FIXING THE FORM AND DETAILS AND
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF
AND SECURITY THEREFOR
BE IT RESOLVED by the City Council (the "Council') of the City of St.
Anthony, Minnesota (the "City"), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Authorization and Outstanding Bonds. The City and the Housing and
Redevelopment Authority of the City of St. Anthony, Minnesota (the "Authority") have
established Tax Increment Financing District No. 3-5 (the "TIF District') pursuant to authority
granted by Minnesota Statutes, Sections 469.174 to 469.179, as amended (the "Tax Increment
Act'), within the Redevelopment Project Area No. 3 of the Authority (the "Redevelopment
Project'), and have approved a tax increment financing plan for the purpose of financing and
refinancing certain improvements within the TIF District. The Authority has presently
outstanding its Tax Increment Revenue Bonds (Silver Lake Village Phase IA Housing), Series
2007, initially dated as of April 17, 2007 (the "Prior Bonds") originally issued to finance the
Redevelopment Project. This Council hereby determines that it is in the best interest of the City
to issue its General Obligation Tax Increment Revenue Refunding Bonds, Series 2014B (the
"Bonds"), of the City, the proceeds of which would be used, together with any additional funds
of the City and Authority which might be required, to currently refund on August 1, 2014 (the
"Redemption Date") all of the outstanding Prior Bonds.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are
being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without
meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision
1. Pursuant to the Terms and Conditions of Sale for the Bonds, (__) proposals for
the purchase of the Bonds were received at or before the time specified for receipt of proposals.
The proposals have been publicly read and considered, and the purchase price, interest rates and
net interest cost under the terms of each proposal have been determined. The most favorable
proposal received is that of , of ,
(the "Purchaser"), to purchase the Bonds at a price of $ , the
Bonds to bear interest at the rates set forth in Section 3.01. The proposal is hereby accepted, and
the Mayor and the City Manager are hereby authorized and directed to execute a contract on the
part of the City for the sale of the Bonds with the Purchaser. The good faith checks of the
unsuccessful bidders shall be returned forthwith.
M
1.03. Performance of Requirements. The City is authorized by the Tax Increment Act to
issue and sell the Bonds to secure the Bonds by the covenants and agreements hereinafter set
forth. All acts, conditions and things which are required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the
valid issuance of the Bonds having been done, existing, having happened and having been
performed, it is now necessary for this Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
form:
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the following
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BOND,
SERIES 2014B
Interest Rate Maturity
_% February 1,
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
Date of
Original Issue CUSIP
July 18, 2014
THOUSAND DOLLARS
THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties, Minnesota (the
"City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the
registered owner named above, or registered assigns, the principal amount specified above, on
the maturity date specified above, without option of prior payment, with interest thereon from the
date of original issue specified above, or from the most recent interest payment date to which
interest has been paid or duly provided for, at the annual rate specified above. Interest hereon is
payable on February 1 and August 1 in each year, commencing February I, 2015, to the person
in whose name this Bond is registered at the close of business on the 15th 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 of Bond Trust Services Corporation, in Roseville, Minnesota, as Bond
Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated
under the Resolution described herein.
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This Bond is one of an issue in the aggregate principal amount of $3,750,000 (the
"Bonds") all of like date and tenor except as to serial number, interest rate and maturity date,
issued pursuant to a resolution adopted by the City Council on June 30, 2014 (the "Resolution"),
for the purpose of refunding in full the outstanding Tax Increment Revenue Bonds (Silver Lake
Village Phase IA Housing), Series 2007, initially dated as of April 17, 2007, of the Housing and
Redevelopment Authority of the City of St. Anthony, Minnesota (the "Authority") and is issued
pursuant to and in full conformity with the provisions of the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, Section 469.178 and Chapter 475.
This Bond is payable primarily from tax increments to be derived from Tax Increment Financing
District No. 3-5 established by the City and the Authority (the "District') which have been
pledged to the payment of the Bonds by the Resolution. In addition, for the full and prompt
payment of the principal and interest on the Bonds as the same become due, the full faith, credit
and taxing power of the City have not been and are irrevocably pledged. The Bonds are issuable
only as fully registered bonds in denominations of $5,000 or any multiple thereof, of single
maturities.
Bonds maturing in the years 2015 through 2023 are payable on their respective stated
maturity dates without option of prior payment, but Bonds having stated maturity dates in the
years 2024 through 2031 are each subject to redemption and prepayment, at the option of the
City and in whole or in part, and if in part, in the maturities selected by the City and, within any
maturity, in $5,000 principal amounts selected by lot, on February 1, 2023 and on any date
thereafter, at a price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
[INSERT REDEMPTION PROVISIONS FOR ANY TERM BONDS.]
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be
redeemed at his address appearing in the Bond Register, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of the proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bond or portions of
Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
The Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
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 his 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 his attorney; and may also be surrendered in exchange
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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 shall
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to
make this Bond a valid and binding general obligation of the City according to its terns, have
been done, do exist, have happened and have been performed in regular and due form as so
required; that prior to the issuance hereof the City has pledged and appropriated to a sinking fund
established for the payment of the Bonds tax increments to be derived by the City from the
District; that, if necessary for the payment of principal and interest on the Bonds, ad valorem
taxes are required to be levied upon all taxable property in the City, which levy is not limited as
to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Bond Registrar by the manual signature of one of the authorized
representatives of the Bond Registrar.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties,
Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures
of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth
below.
City Manager
CITY OF ST. ANTHONY
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Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
BOND TRUST SERVICES COROPRATION,
Roseville, Minnesota, as Bond Registrar
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
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 the entireties
JT TEN — — as joint tenants
with right of
survivorship and
not as tenants in
common
UNIF TRANS MIN ACT....... Custodian....... .
(Cust) (Minor)
under Uniform Transfers to Minors
Act......................
(State)
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney to
transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
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0
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PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
NOTICE: The signature(s) to this assignment
must correspond with the name as it appears
upon the face of the within Bond in every
particular, without alteration, enlargement or
any change whatsoever.
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Bond Registrar, which requirements
include membership or participation in the
Securities Transfer Association Medalion
Program (STAMP) or such other "signature
guaranty program" as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
[End of Bond Form]
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities, Interest Rates, Denominations, Payment, Dating of Bonds. The City
shall forthwith issue and deliver the Bonds, which shall be denominated "General Obligation Tax
Increment Revenue Refunding Bonds, Series 2014B." The Bonds shall be dated as of July 18,
2014, shall be issuable in the denominations of $5,000 or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, without option of prior payment,
and Bonds maturing in such years and amounts shall bear interest from date of issue until paid at
the rates per annum set forth opposite such years and amounts as follows:
Year
Amount Rate
Year
Amount Rate
2015
$120,000
2024
$240,000
2016
185,000
2025
250,000
2017
190,000
2026
255,000
2018
195,000
2027
265,000
2019
200,000
2028
280,000
2020
205,000
2029
290,000
2021
210,000
2030
300,000
2022
220,000
2031
115,000
2023
230,000
[REVISE FOR ANY TERM BONDS.]
0
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The Bonds shall be issuable only in fully registered form, of single maturities. The
interest thereon and, upon surrender of each Bond at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall be dated by the Registrar as of the date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on February 1 and
August 1 in each year, commencing February 1, 2015, to the owners thereof as such appear of
record in the bond register as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day. Interest on the Bonds will be
computed on the basis of a 360 -day year consisting of twelve 30 -day months and will be rounded
pursuant to the rules of the Municipal Securities Rulemaking Board.
3.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide 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 to the Registrar for transfer of any 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
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount, interest rate and maturity, as requested by the
registered owner or the owner's attorney duly authorized in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
its refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
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(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like
amount, number, interest rate, maturity date and tenor in exchange and substitution for
and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or
destroyed, upon receipt by the Registrar of evidence satisfactory to it that such Bond was
lost, stolen or destroyed, and of the ownership thereof, and upon receipt by the Registrar
of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in
which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already
matured in accordance with its terms, it shall not be necessary to issue a new Bond prior
to payment.
3.04. Appointment of Initial Repstrar. The City hereby appoints Bond Trust Services
Corporation in Roseville, Minnesota, as the initial Registrar. The Mayor and City Manager are
authorized to execute and deliver, on behalf of the City, a contract with Bond Trust Services
Corporation, as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be 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 any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar. On or before each principal or
interest due date, without further order of this Council, the City Finance Director shall transmit
to the Registrar from the 2014B General Obligation Tax Increment Revenue Refunding Bond
Fund described in Section 4.02 hereof, moneys sufficient for the payment of all principal and
interest then due.
3.05. Redemption. Bonds maturing in the years 2015 through 2023 are payable on their
respective stated maturity dates without option of prior payment, but Bonds maturing in the years
2024 and 2031 are each subject to redemption, at the option of the City and in whole or in part,
in
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and if in part, in the maturities selected by the City and, within any maturity, in $5,000 principal
amounts selected by the Registrar by lot, on February 1, 2023 and on any date thereafter, at a
redemption price equal to the principal amount thereof to be redeemed plus accrued interest to
the date of redemption.
[Bonds maturing in the year shall be subject to mandatory sinking fund
redemption by lot at a redemption price equal to the principal amount of the Bonds to be so
redeemed plus interest accrued thereon to the date fixed for redemption, on February 1, in the
years and principal amounts set forth below:
Year Amount
*Final Maturity
In the event that any Bonds maturing in the year are redeemed pursuant to (a) above by
the City and canceled by the Registrar and not reissued, the Bonds maturing in the year so
redeemed and canceled may be applied by the City as a credit against the Bonds to be redeemed
pursuant to this subsection (b), such credit to be equal to the principal amount of the Bonds
maturing in the year so redeemed or canceled provided that the City has notified the
Register not less than thirty-five (35) days prior to the redemption date of its election to apply
such Bonds as a credit.]
At least thirty days prior to the date set for redemption of any Bond, the City shall cause
notice of the call for redemption to be mailed to the Registrar and to the registered owner of each
Bond to be redeemed, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of proceedings for the redemption of any Bond not affected by such defect or
failure. The notice of redemption shall specify the redemption date, redemption price, the
numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which
the Bonds are to be surrendered for payment, which is the principal office of the Registrar.
Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to
be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of $5,000. The owner of any Bond redeemed in part shall receive without charge, upon
in
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surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations
equal in principal amount to be unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the direction of the
City Manager and shall be executed on behalf of the City by the signatures of the Mayor and the
City Manager; provided that said signatures may be printed, engraved, or lithographed facsimiles
thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on
the Bonds shall cease to be such officer before the delivery of any Bond, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer
had remained in office until delivery. Notwithstanding such execution, no Bond shall 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 such Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on
each Bond shall be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so executed and authenticated, they shall be delivered
by the City Manager to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to
the application of the purchase price.
3.07. Securities Depository. (a) For purposes of this Section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter from the City to DTC
previously executed by the City and on file with DTC.
(b) The Bonds shall be initially issued as separately authenticated fully registered bonds,
and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon
initial issuance, the ownership of such Bonds shall be registered in the bond register in the name
of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee)
as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment
of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners of
Bonds under this resolution, registering the transfer of Bonds, and for all other purposes
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whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City shall have any responsibility or obligation to any Participant,
any person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other person which is not shown on the bond register as being a registered
owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount with respect to
the principal of or interest on the Bonds, with respect to any notice which is permitted or
required to be given to owners of Bonds under this resolution, with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with
respect to such Bond, only to Cede & Co. in accordance with the Representation Letter, and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to the principal of and interest on the Bonds to the extent of the sum or sums so
paid. No person other than DTC shall receive an authenticated Bond for each separate stated
maturity evidencing the obligation of the City to make payments of principal and interest. Upon
delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new
nominee in accordance with paragraph (d) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial Owners
that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and
the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of
Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance
with paragraph (d) hereof. DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph (d) hereof.
(d) In the event that any transfer or exchange of Bonds is permitted under paragraph (b)
or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
Section 4. Security Provisions.
4.01. Use of Proceeds. Proceeds of the Bonds are irrevocably appropriated to pay and
redeem the Prior Bonds on the Redemption Date. The City Finance Director is hereby
authorized and directed to take all actions necessary to redeem the Prior Bonds on the
Redemption Date.
-11-
16
4.02. General Obligation Tax Increment Revenue Refunding Bond Fund. The Bonds
shall be payable from a separate "2014B General Obligation Tax Increment Revenue Refunding
Bond Fund" (the "Bond Fund") which shall be created and maintained on the books of the City
as a separate debt service fund until the Bonds, and all interest thereon, are fully paid. There
shall be credited to the Bond Fund the following:
(a) Any amount initially deposited therein pursuant to Section 4.01 hereof.
(b) All proceeds of all taxes levied and all other money which may at any time be
received for or appropriated to the payment of such bonds and interest, including the tax
increment herein pledged and appropriated to the Bond Fund by Section 4.03, all collections of
any ad valorem taxes levied for the payment of the Bonds, and all other moneys received for or
appropriated to the payment of the Bonds and interest thereon.
(c) Any other funds appropriated by the Council for the payment of the Bonds.
4.03. Pledge of Tax Increment. The City hereby irrevocably pledges to the Bond Fund
tax increments derived from Tax Increment Financing District No. 3-5 established by the City
and the Authority (the "District'), which are received by the City and the Authority from the tax
parcels in the District identified on Exhibit A attached hereto. Such tax increments shall be
deposited in the Bond Fund in an amount sufficient to pay all principal and interest when due on
the Bonds. Nothing herein shall preclude the City or the Authority from hereafter making further
pledges and appropriations of the tax increments herein pledged for the payment of the Bonds for
the payment of other obligations of the City or Authority or to pay costs eligible to be paid from
the tax increments herein pledged.
4.04. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, as such
principal and interest comes due. If the money on hand in the Bond Fund should at any time be
insufficient for the payment of principal and interest then due, this City shall pay the principal
and interest out of any fund of the City, and such other fund or funds shall be reimbursed
therefor when sufficient money is available to the Bond Fund. If on February 1 in any year the
sum of the balance in the Bond Fund plus the available tax increment on hand and estimated to
be received or before the end of the following calendar year is not sufficient with any ad valorem
taxes heretofore levied in accordance with the provisions of this resolution, to pay when due all
principal and interest become due on all Bonds payable therefrom in said following calendar
year, or the Bond Fund has incurred a deficiency in the manner provided in this Section 4.04, a
direct, irrepealable, ad valorem tax shall be levied on all taxable property within the corporate
limits of the City for the purpose of restoring such accumulated or anticipated deficiency in an
amount at least 5% in excess of amount needed to make good the deficiency.
Section 5. Defeasance. When any Bond has been discharged as provided in this Section
5, all pledges, covenants and other rights granted by this resolution to the holders of such Bonds
shall cease, and such Bonds shall no longer be deemed outstanding under this Resolution. The
City may discharge its obligations with respect to any Bond which is due on any date by
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17
irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due, the City may nevertheless discharge
its obligations with respect thereto by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued to the date of such deposit. The City may also at
any time discharge its obligations with respect to any Bonds, subject to the provisions of law
now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such times and at such rates and
maturing on such dates as shall be required, without reinvestment, to pay all principal and
interest to become due thereon to maturity.
Section 6. County Auditor Registration, Certification of Proceedings, Investment of
Money, Arbitrage, Official Statement and Fees.
6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey
Counties, together with such other information as the County Auditors shall require, and to
obtain from each County Auditor a certificate that the Bonds have been entered on his bond
register as required by law.
6.02. Certification of Proceedings. The officers of the City and the County Auditors of
Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all
proceedings and records of the City, and such other affidavits, certificates and information as
may be required to show the facts relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and control or as otherwise known
to them, and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. 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 Regulations promulgated
thereunder (the Regulations), as such are enacted or promulgated and in effect on the date of
issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become subject to taxation under such Code and Regulations. The
City will not enter into any lease, use agreement or other contract respecting the project financed
by the Refunded Bonds or security for the payment of the Bonds which would cause the Bonds
to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the
Code.
6.04. Arbitrage Rebate. The City shall take such actions as are required to comply with
the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
6.05. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
-13-
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
6.06. Official Statement. The Official Statement relating to the Bonds, dated June _
2014, prepared and distributed on behalf of the City by Ehlers & Associates, Inc., is hereby
approved. Ehlers & Associates, Inc. is hereby authorized on behalf of the City to prepare and
distribute to the Purchaser a supplement to the Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such other information
relating to the Certificates required to be included in the Official Statement by Rule 15c2-12
adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.
Within seven business days from the date hereof, the City shall deliver to the Purchaser a
reasonable number of copies of the Official Statement and such supplement. The officers of the
City are hereby authorized and directed to execute such certificates as may be appropriate
concerning the accuracy, completeness and sufficiency of the Official Statement.
Section 7. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the
public availability of certain information relating to the Bonds and the security therefor and to
permit the Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities
Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect
and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds,
the City hereby makes the following covenants and agreements for the benefit of the Owners (as
hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated
person in respect of the Bonds within the meaning of the Rule for purposes of identifying the
entities in respect of which continuing disclosure must be made. If the City fails to comply with
any provisions of this section, any person aggrieved thereby, including the Owners of any
Outstanding Bonds, may take whatever action at law or in equity may appear necessary or
appropriate to enforce performance and observance of any agreement or covenant contained in
this section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any default hereunder
to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no
event shall a default under this section constitute a default under the Bonds or under any other
provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a
Bond, the registered owner or owners thereof appearing in the bond register maintained by the
Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a
Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with
respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds
through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the
Bond for federal income tax purposes.
-14-
19
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 12 months after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2014, the following financial information and
operating data in respect of the City (the Disclosure Information):
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with generally accepted accounting principles in accordance with
the governmental accounting standards promulgated by the Governmental
Accounting Standards Board or as otherwise provided under Minnesota law, as
in effect from time to time, or, if and to the extent such financial statements
have not been prepared in accordance with such generally accepted accounting
principles for reasons beyond the reasonable control of the City, noting the
discrepancies therefrom and the effect thereof, and certified as to accuracy and
completeness in all material respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings:
Current Property Valuations; Direct Debt; Tax Levies and Collections;
Population Trend and Employment/Unemployment Data.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
Securities Rulemaking Board (MSRB). The City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be described in paragraph (2) hereof, then, from and after such
determination, the Disclosure Information shall include such additional specified data regarding
the replacement operations. If the Disclosure Information is changed or this section is amended
as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next
Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the
reasons for the amendment and the effect of any change in the type of financial information or
operating data provided.
-15-
20
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the City;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional paying agent or the change of name of
a paying agent, if material.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event as to which a substantial likelihood exists that a reasonably prudent investor would attach
importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would
significantly alter the total information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, an event is also "material" if it is an event that would be
deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
W11
21
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time, the information described in subsection
(b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
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22
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
Section 8. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating to the
disallowance of interest expenses for financial institutions. The City represents that in calendar
year 2014 it does not reasonable expect to issue tax-exempt obligations which are not private
activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private
activity bonds for purposes of this representation) in an amount in excess of $10,000,000,
excluding any tax-exempt obligations which are refundings of a "qualified tax-exempt
obligation" which are not taken into account for this purpose under Section 265(b)(3)(D)(ii) of
the Code.
Section 9. Severability. If any section, paragraph or provision of this resolution
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
Section 10. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Section 11. Authorization of Payment of Certain Costs of Issuance of the Bonds.
The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the
payment of issuance expenses to Klein Bank, on the closing date for further distribution as
directed by the City's financial advisor, Ehlers & Associates, Inc.
M
Attest:
City Clerk
23
Mayor
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember , and upon vote being taken thereon, the following voted in favor
nm=n
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted, and was signed by the Mayor
which signature was attested by the City Clerk.
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24
EXHIBIT A
Parcels in Tax Increment Financing District No. 3-5
313023330024
313023330057
313023330090
313023330123
313023330025
313023330058
313023330091
313023330124
313023330026
313023330059
313023330092
313023330125
313023330027
313023330060
313023330093
313023330126
313023330028
313023330061
313023330094
313023330127
313023330029
313023330062
313023330095
313023330128
313023330030
313023330063
313023330096
313023330129
313023330031
313023330064
313023330097
313023330130
313023330032
313023330065
313023330098
313023330131
313023330033
313023330066
313023330099
313023330132
313023330034
313023330067
313023330100
313023330133
313023330035
313023330068
313023330101
313023330134
313023330036
313023330069
313023330102
313023330135
313023330037
313023330070
313023330103
313023330136
313023330038
313023330071
313023330104
313023330137
313023330039
313023330072
313023330105
313023330138
313023330040
313023330073
313023330106
313023330139
313023330041
313023330074
313023330107
313023330140
313023330042
313023330075
313023330108
313023330141
313023330043
313023330076
313023330109
313023330142
313023330044
313023330077
313023330110
313023330143
313023330045
313023330078
313023330111
313023330144
313023330046
313023330079
313023330112
313023330145
313023330047
313023330080
313023330113
313023330146
313023330048
313023330081
313023330114
313023330147
313023330049
313023330082
313023330115
313023330148
313023330050
313023330083
313023330116
313023330149
313023330051
313023330084
313023330117
313023330150
313023330052
313023330085
313023330118
313023330151
313023330053
313023330086
313023330119
313023330152
313023330054
313023330087
313023330120
313023330153
313023330055
313023330088
313023330121
313023330056
313023330089
313023330122
A-1
COUNTY AUDITOR'S CERTIFICATE AS TO
REGISTRATION OF BONDS
CITY OF ST. ANTHONY, MINNESOTA
I, the undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certify that there has been filed in my office a certified copy of a
Resolution of the City Council of the City of St. Anthony, in said County, adopted June 30,
2014, awarding the sale, fixing the form and details and providing for the execution, delivery and
security of $3,750,000 General Obligation Tax Increment Revenue Refunding Bonds, Series
2014B, of the City, to be dated, as of July 18, 2014.
I further certify that said Bonds have been entered on my bond register as required by
Minnesota Statutes, Sections 475.62.
WITNESS my hand and official seal this day of 2014.
(SEAL)
A-2
Hennepin County Auditor
25
26
COUNTY AUDITOR'S CERTIFICATE AS TO
REGISTRATION OF BONDS
CITY OF ST. ANTHONY, MINNESOTA
I, the undersigned, being the duly qualified and acting County Auditor of Ramsey
County, Minnesota, hereby certify that there has been filed in my office a certified copy of a
Resolution of the City Council of the City of St. Anthony, in said County, adopted June 30,
2014, awarding the sale, fixing the form and details and providing for the execution, delivery and
security of $3,750,000 General Obligation Tax Increment Revenue Refunding Bonds, Series
2014B, of the City, to be dated, as of July 18, 2014.
I further certify that said Bonds have been entered on my bond register as required by
Minnesota Statutes, Sections 475.62.
WITNESS my hand and official seal this day of 2014.
(SEAL)
Ramsey County Auditor
27
CERTIFICATION OF MINUTES RELATING TO
$1,330,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014C
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on June 30, 2014
at 7:00 o'clock P.M., at the City Hall, St. Anthony, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including): Pages 1 through 20
RESOLUTION NO. 14-051
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $1,330,000 GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2014C
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this 3& day of June, 2014.
Barb Suciu, City Clerk
MM
It was reported that (__) proposals had been received prior to 11:00 A.M.,
Central Time today for the purchase of the $1,330,000 General Obligation Refunding Bonds,
Series 2014C of the City in accordance with the Official Statement distributed by the City to
potential purchasers of the Bonds. The proposals have been read and tabulated, and the terms of
each have been determined to be as follows:
Name of Bidder
Bid for Interest
Principal Rates
[See Attached]
Net Interest
Cost
29
Councilmember
resolution and moved its adoption:
then introduced the following
RESOLUTION NO. 14-051
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $1,330,000 GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2014C
BE IT RESOLVED by the City Council of the City of St. Anthony, Minnesota (the
"City"), as follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. This Council hereby determines that it is in the best
interest of the City to issue its $1,330,000 General Obligation Refunding Bonds, Series 2014C
(the "Bonds") for the purpose of a crossover refunding on February 1, 2015 (the "Crossover
Date") the 2015 through 2024 maturities, aggregating $1,390,000 in principal amount, of the
City's General Obligation Street Reconstruction Bonds, Series 2008A, dated, as originally
issued, as of June 5, 2008 (the "Refunded Bonds"). The refunding of the Refunded Bonds
constitutes a "crossover refunding" as defined in Minnesota Statutes, Section 475.17, subd. 13
The refunding of the Refunded Bonds is being carried out for the purposes described in
Minnesota Statutes, Section 475.67, subdivision 3, subsection (b)(2)(i) and Chapter 475.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
financial advisor, to assist the City in connection with the sale of the Bonds. The Bonds are
being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without
meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision
1. Pursuant to the Terms and Conditions of Sale for the Bonds, (__) proposals for the
purchase of the Bonds were received at or before the time specified for receipt of proposals. The
proposals have been opened and publicly read and considered, and the purchase price, interest
rates and true interest cost under the terms of each bid have been determined. The most
favorable proposal received is that of I of
and associates (the "Purchaser"), to purchase the Bonds at a price of
$ the Bonds to bear interest at the rates set forth in Section 2.01. The
proposal is hereby accepted, and the Mayor and the City Manager are hereby authorized and
directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser.
The good faith checks of the unsuccessful bidders shall be returned forthwith.
1.03. Savings. It is hereby determined that:
(i) by the issuance of the Bonds to refund the Refunded Bonds, the City will realize a
substantial interest rate reduction, a gross savings of approximately $ and a present
value savings (using the yield on the Bonds, computed in accordance with Section 148 of the
30
Internal Revenue Code of 1986, as amended (the "Code"), as the discount factor) of
approximately $ ; and
(ii) as of the Crossover Date, the sum of (i) the present value of the debt service on the
Bonds, computed to their stated maturity dates, after deducting any premium, using the yield of
the Bonds as the discount rate, plus (ii) any expenses of the refunding payable from a source
other than the proceeds of the Bonds or investment earnings thereon, is lower by % than
the present value of the debt service on the Refunded Bonds, exclusive of any premium,
computed to their stated maturity dates, using the yield of the Bonds as the discount rate.
1.05. Performance of Requirements. All acts, conditions and things which are required
by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, existing, having
happened and having been performed, it is now necessary for this Council to establish the form
and terns of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Section 2. Bond Terms,• Registration; Execution and Delive
2.01. Maturities: Interest Rates: Denominations, Payment. The Bonds shall be
designated General Obligation Refunding Bonds, Series 2014C, shall be originally dated as of
July 18, 2014, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall
mature on February 1 in the respective years and amounts stated below, and shall bear interest,
computed on the basis of a 360 -day year consisting of twelve 30 -day months, from July 18, 2014
until paid or duly called for redemption at the respective annual rates set forth opposite such
years and amounts, as follows:
Year
Amount Rate
Year
Amount Rate
2016
$140,000
2021
$145,000
2017
140,000
2022
155,000
2018
145,000
2023
155,000
2019
145,000
2024
160,000
2020 145,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar for the Bonds appointed herein.
2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of
its authentication. The interest on the Bonds shall be payable on February 1 and August I in
each year, commencing February 1, 2015, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not such day is a
business day.
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2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide 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 any 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 shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall 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. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(0 Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
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(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
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 such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory
to it, in which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be canceled by it and evidence of such cancellation
shall 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 shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.04. Appointment of Initial Registrar. The City hereby appoints Bond Trust Services
Corporation in Roseville, Minnesota, as the initial Registrar. The Mayor and City Manager are
authorized to execute and deliver, on behalf of the City, a contract with Bond Trust Services
Corporation, as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be 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 any Registrar upon thirty (30) days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar. On or before each principal or
interest due date, without further order of this Council, the Finance Director shall transmit to the
Registrar from the 2014C General Obligation Refunding Bonds Bond Fund described in
Section 4.02 hereof, moneys sufficient for the payment of all principal and interest then due.
2.05. Redemption. Bonds maturing in the years 2016 through 2021 shall not be subject
to redemption prior to maturity, but Bonds maturing in the years 2022 through 2024 shall be
subject to redemption and prepayment at the option of the City, in whole or in part, in such order
as the City shall determine and by lot as to Bonds having the same maturity date, on February 1,
2021 and on any date thereafter (whether or not an interest payment date), at a price equal to the
principal amount thereof and accrued interest to the date of redemption.
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[Bonds maturing on February 1, 20_ are subject to mandatory redemption, at a
redemption price equal to their principal amount plus interest accrued thereon to the redemption
date, without premium, on February 1 in each of the years shown below, in an amount equal to
the following principal amounts:
Bonds Maturing on February 1, 20
Sinking Fund Aggregate
Payment Date Principal Amountl
Prior to the date set for redemption of any Bond prior to its stated maturity date, the City
Finance Director shall cause notice of the call for redemption thereof to be published as required
by law and, not more than sixty (60) and not fewer than thirty (30) days prior to the designated
redemption date, shall cause notice of the call to be mailed to the registered holders of any Bonds
to be redeemed at their addresses as they appear on the bond register described in Section 2.03
hereof, but no defect in or failure to give such mailed notice of redemption shall affect the
validity of proceedings for the redemption of any Bond not affected by such defect or failure.
The notice of redemption shall specify the redemption date, redemption price, the numbers,
interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds
are to be surrendered for payment, which is the principal office of the Registrar. Official notice
of redemption having been given as aforesaid, the Bonds or portions thereof so to be redeemed
shall, on the redemption date, become due and payable at the redemption price therein specified
and from and after such date (unless the City shall default in the payment of the redemption
price) such Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part in any integral
multiple of $5,000. The owner of any Bond redeemed in part shall receive without charge, upon
surrender of such Bond to the Registrar, one or more new Bonds of such same series in
authorized denominations equal in principal amount to the unredeemed portion of the Bond so
surrendered.
2.06. Execution. Authentication and Delivery. On behalf of the City by the signatures
of the Mayor and the City Manager; provided that said signatures may be printed, engraved, or
lithographed facsimiles thereof In case any officer whose signature, or a facsimile of whose
signature, shall appear on the Bonds shall cease to be such officer before the delivery of any
Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the
same as if such officer had remained in office until delivery. Notwithstanding such execution,
no Bond shall 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 such Bond has been duly
executed by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it has been
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authenticated and delivered under this Resolution. When the Bonds have been so executed and
authenticated, they shall be delivered by the City Manager to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
form:
M
2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the following
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION REFUNDING BOND, SERIES 2014C
Interest Maturity
Rate Date
% February 1, 20_
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
Date of
Original Issue CUSIP
July 18, 2014
THOUSAND DOLLARS
THE CITY OF ST. ANTHONY, Hennepin County, Minnesota (the City), acknowledges
itself to be indebted and for value received hereby promises to pay to the registered owner named
above, or registered assigns, the principal sum specified above on the maturity date specified
above, and to pay interest thereon from the date of original issue specified above, or the most
recent interest payment date to which interest has been paid or provided for, at the annual rate
specified above, payable on February 1 and August 1 in each year, commencing February 1,
2015 (each such date, an Interest Payment Date), to the person in whose name this Bond is
registered at the close of business on the 15th day (whether or not a business day) of the month
immediately preceding the payment date, all subject to the provisions referred to herein with
respect to redemption of the principal of this Bond before maturity. The interest so payable on
any Interest Payment Date shall be paid to the person in whose name this Bond is registered at
the close of business on the fifteenth day (whether or not a business day) of the calendar month
next preceding such Interest Payment Date. Interest hereon shall be computed on the basis of a
360 -day year composed of twelve 30 -day months. 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 of Bond Trust Services Corporation, in Roseville, Minnesota, as Bond
Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated
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.
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This Bond is one of an issue in the aggregate principal amount of $1,330,000, all of like
date and tenor, except as to serial number, maturity date, interest rate, redemption privilege and
denomination issued pursuant to a resolution adopted by the City Council on June 30, 2014 (the
"Resolution"), to refinance various street reconstruction projects constructed pursuant to the
City's 5 -Year Street Reconstruction Plan, and is issued pursuant to and in full conformity with
the provisions of the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Chapter 475. The Bonds are issuable only as fully registered
bonds in denominations of $5,000 or any multiple thereof, of single maturities. The Bonds of
this series are issuable only as fully registered Bonds, in denominations of $5,000 or any
multiple thereof, of single maturities.
Bonds of this issue maturing in 2021 and earlier years are payable on their respective
stated maturity dates without option of prior payment, but Bonds having stated maturity dates in
2022 and later years are each subject to redemption and prepayment at the option of the City, in
whole or in part, and if in part in such order as the City shall determine and by lot as to Bonds
maturing on the same date, on February 1, 2021 and any date thereafter (whether or not an
interest payment date), at a price equal to the principal amount thereof plus interest accrued to
the date of redemption.
[Bonds maturing in the year 20_ shall be subject to mandatory redemption prior to
maturity by lot pursuant to the mandatory sinking fund requirements of the Resolution on
February 1 in the years and in the principal amounts set forth in the Resolution at a redemption
price equal to the stated principal amount thereof to be redeemed plus interest accrued thereon to
the redemption date, without premium.]
At least thirty days prior to the date set for redemption of any Bond, notice of the call for
redemption will be mailed to the Bond Registrar and to the registered owner of each Bond to be
redeemed at his address appearing in the Bond Register, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of the proceedings for the redemption of any
Bond not affected by such defect or failure. Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bond or portions of
Bonds shall cease to bear interest. Upon the partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
The Bonds have been designated by the City as "qualified tax-exempt obligations"
pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
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will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota 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; that prior to the
issuance hereof the City has pledged to the payment of the principal of and interest on the Bonds;
that the City has established its 2014C General Obligation Refunding Bond Fund and has
appropriated thereto ad valorem taxes heretofore levied on all taxable property in the City, which
taxes will be collectible for the years and in amounts sufficient to produce sums not less than five
percent in excess of the principal of and interest on the Bonds when due; that if necessary for
payment of such principal and interest, additional ad valorem taxes are required to be levied
upon all taxable property in the City, without limitation as to rate or amount; that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution described herein until the Certificate of Authentication
hereon shall have been executed by the Registrar by manual signature of one of its authorized
representatives.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties,
Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the
Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below.
City Manager
CITY OF ST. ANTHONY
la
Mayor
37
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
BOND TRUST SERVICES CORPORATION,
Roseville, Minnesota, as Bond Registrar
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UTMA ................. Custodian ......................
in common (Cust) (Minor)
under Uniform Transfers to Minors Act ...................
TEN ENT -- as tenants (State)
by entireties
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the
within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
W
W.
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
NOTICE: The signature(s) to this assignment
must correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Bond Registrar, which
requirements include membership or participation
in the Securities Transfer Association Medalion
Program (STAMP) or such other "signature
guaranty program" as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
[End of Bond Form.]
2.08. Use of Securities Depository; Book -Entry Only System. The provisions of this
Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they
are inconsistent therewith.
(a) The Depository Trust Company ("DTC") has agreed to act as securities depository
for the Bonds, and to provide a Book -Entry Only System for registering the ownership interest of
the financial institutions for which it holds the Bonds (the "DTC Participants"), and for
distributing to such DTC Participants such amount of the principal and interest payments on the
Bonds as they are entitled to receive, for redistribution to the beneficial owners of the Bonds as
reflected in their records (the "Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as securities
depository, the Bonds shall be issued in typewritten form, one for each maturity in a principal
amount equal to the aggregate principal amount of each maturity, shall be registered in the name
of the securities depository or its nominee, shall be subject to the provisions of this Section 2.08,
and no Beneficial Owner shall have the right to receive a certificate of ownership or printed
Bond. While DTC is acting as the securities depository, the Bonds shall be registered in the
name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the City and
the Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of CEDE & CO., the words "CEDE & CO." in this Order shall refer to such new
nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its nominee, the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or
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Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities
depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant or other person or any other person, other than DTC, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than DTC, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium,
if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to the
principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the
Book -Entry Only System is in effect, no person other than DTC shall receive an authenticated
Bond.
(c) Upon receipt by the City and the Registrar of written notice from the securities
depository to the effect that it is unable or unwilling to discharge its responsibilities under the
Book -Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial
series as requested by the securities depository in appropriate amounts, and whenever the
securities depository requests the City and the Registrar to do so, the City and the Registrar shall
cooperate with the securities depository in taking appropriate action after reasonable notice (i) to
arrange for a substitute depository willing and able, upon reasonable and customary terms, to
maintain custody of the Bonds, or (ii) to make available Bonds registered in whatever name or
names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall
designate, in accordance with clause (f) or clause (g) below, whichever is applicable.
(d) In the event the City determines that it is in the best interests of the Beneficial Owner
that they be able to obtain printed Bonds, the City may so notify the securities depository and the
Registrar, whereupon the securities depository shall notify the Beneficial Owners of the
availability through the securities depository of such printed Bonds. In such event, the City shall
cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully
executed and authenticated, as requested by the securities depository in appropriate amounts and,
whenever the securities depository requests, the City and the Registrar shall cooperate with the
securities depository in taking appropriate action after reasonable notice to make available
printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners
entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below,
whichever is applicable.
(e) Notwithstanding any other provisions of this Resolution to the contrary, so long as
any Bond is registered in the name of a securities depository or its nominee, all payments of
principal and interest on the Bond and all notices with respect to the Bond shall be made and
given, respectively, to the securities depository.
(f) In the event that the Book -Entry Only System established pursuant to this Section is
discontinued, except as provided in clause (g), the Bonds shall be issued through the securities
depository to the Beneficial Owners.
(g) In the event of termination of the Book -Entry Only System, the City shall have the
right to terminate, and shall take all steps necessary to terminate, all arrangements with the
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securities depository described herein, and thereafter shall issue, register ownership of, transfer
and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of
notice from the City, the securities depository shall take all actions necessary to assist the City
and the Registrar in terminating all arrangements for the issuance of documents evidencing
ownership interests in the Bonds through the securities depository. Nothing herein shall affect
the securities depository's rights under clause (e) above.
Section 3. Escrow Account and Use of Proceeds.
3.01. Escrow Account. The City Finance Director is hereby authorized and directed,
simultaneously with the delivery of the Bonds, to deposit the proceeds thereof, to the extent
described below, in escrow with [U.S. Bank National Association, in St. Paul, Minnesota] (the
"Escrow Agent"), a banking institution whose deposits are insured by the Federal Deposit
Insurance Corporation and whose combined capital and surplus is not less than $500,000, and
shall invest the funds so deposited in securities authorized for such purpose by Minnesota
Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing interest at such rates
as are required to provide funds sufficient, with cash retained in the escrow account, to make the
above-described payments. The Mayor and City Manager are hereby authorized to enter into an
Escrow Agreement with the Escrow Agent for the Refunded Bonds establishing the terms and
conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67.
3.02. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager
shall deposit and apply the proceeds of the Bonds as follows:
(a) $ shall be deposited in the Escrow Account established with the Escrow
Agent under an Escrow Agreement between the City and the Escrow Agent (the "Escrow
Agreement"), the funds so deposited, together with funds of the City in such amount as may be
required, to be invested in securities authorized for such purpose by Minnesota Statutes, Section
475.67, subdivision 13, maturing on such dates and bearing interest at such rates as are required
to provide funds sufficient, with cash retained in the escrow account, (i) to pay all interest to
become due on the Bonds to and including the Crossover Date; and (ii) to pay and redeem the
outstanding principal of the Refunded Bonds on the Crossover Date;
hereof.
(b) $ shall be used to pay issuance expenses of the Bonds; and
(c) $ shall be deposited in the Bond Fund created pursuant to Section 4.02
Section 4. Security Provisions.
4.01. General Obligation Refunding Bonds, Series 2014C Bond Fund. The Bonds shall
be payable from a separate General Obligation Refunding Bonds, Series 2014C Bond Fund (the
"Bond Fund") which the City agrees to maintain until the Bonds have been paid in full. If the
moneys in the Bond Fund should at any time be insufficient to pay principal and interest due on
the Bonds, such amounts shall be paid from other moneys on hand in other funds of the City,
which other funds shall be reimbursed therefor when sufficient moneys become available in the
Bond Fund. The moneys on hand in the Bond Fund from time to time shall be used only to pay
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the principal of and interest on the Bonds. Into the Bond Fund shall be paid: (a) the amounts
appropriated thereto pursuant to the Escrow Agreement to pay a portion of the interest on the
Bonds; (b) all collections of special assessments levied on property specially benefited by the
improvement projects financed and refinanced by the Bonds; (c) ad valorem taxes levied and
collected in accordance with the provisions of Section 4.04 hereof; (d) all excess amounts on
deposit in the debt service fund maintained for the payment of the Refunded Bonds upon the
retirement of the Refunded Bonds on the respective Crossover Dates; and (e) any other funds
appropriated by the Council for the payment of the Bonds.
4.02. Ad Valorem Taxes. The full faith and credit and taxing powers of the City are
irrevocably pledged for the prompt and full payment of the principal of and interest in the Bonds
as the same become respectively due. In order to produce aggregate amounts not less than 5% in
excess of the amounts needed to meet when due the principal and interest payments on the
Bonds, ad valorem taxes are hereby levied on all taxable property in the City, the taxes to be
levied and collected in the following years and amounts:
Levy Years Collection Years Amount
SEE ATTACHED SCHEDULE
This tax shall be irrevocably appropriated to the Bond Fund as long as any of the Bonds are
outstanding and unpaid; provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
4.03. Full Faith and Credit Pledeed. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the
Bonds shall be payable from the Bond Fund in accordance with the provisions and covenants
contained in this resolution. It is estimated that the taxes and special assessments levied and to
be levied for the payment of the Improvements will be collected in amounts not less than five
percent (5%) in excess of the annual principal and interest requirements of the Bonds. If the
money on hand in the Bond Fund should at any time be insufficient for the payment of principal
and interest then due, this City shall pay the principal and interest out of any fund of the City,
and such other fund or funds shall be reimbursed therefor when sufficient money is available to
the Bond Fund. If on February 1 in any year the sum of the balance in the Bond Fund plus the
amount of taxes and special assessments theretofore levied for the Improvements and collectible
through the end of the following calendar year is not sufficient to pay when due all principal and
interest become due on all Bonds payable therefrom in said following calendar year, or the Bond
Fund has incurred a deficiency in the manner provided in this Section 4.04, a direct, irrepealable,
ad valorem tax shall be levied on all taxable property within the corporate limits of the City for
the purpose of restoring such accumulated or anticipated deficiency in accordance with the
provisions of this resolution.
Section 5. Defeasance. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
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due on any date by depositing with the Registrar on or before that date a sum sufficient for the
payment thereof in full; or, 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 from the due date to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for redemption on any date when they
are prepayable according to their terms, by depositing with the Registrar on or before that date an
amount equal to the principal, interest and redemption premium, if any, which are then due,
provided that notice of such redemption has been duly given as provided herein. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a bank qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall be required to pay all principal,
interest and redemption premiums to become due thereon to maturity or said redemption date.
Section 6. County Auditor Registration, Certification of Proceedings Investment of
Money. Arbitrage and Official Statement.
6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditors of Hennepin and Ramsey
County, together with such other information as the County Auditor shall require, and to obtain
from each County Auditor a certificate that the Bonds have been entered on his bond register as
required by law.
6.02. Certification of Proceedings. The officers of the City and the County Auditors of
Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all
proceedings and records of the City, and such other affidavits, certificates and information as
may be required to show the facts relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and control or as otherwise known
to them, and all such certified copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the facts recited therein.
6.03. Covenant. The City covenants and agrees with the registered owners 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 payable on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code") and Regulations promulgated
thereunder (the "Regulations") as are enacted or promulgated and in effect on the date of
issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that
the interest on the Bonds will not become includable in gross income of the recipient under the
Code and the Regulations. The facilities financed and refinanced by the Bonds shall at all times
during the term of the Bonds be owned and maintained by the City and the City shall not enter
into any lease, use agreement, management agreement, capacity agreement or other agreement or
contract with any nongovernmental person relating to the use of the facilities financed by the
Bonds, or security for the payment of the Bonds which might cause the Bonds to be considered
"private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code.
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6.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
6.05. Arbitrage Rebate. The City shall take such actions as are required to comply with
the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
6.06. Interest Disallowance. The City hereby designates the Bonds as "qualified tax-
exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of
interest expenses for financial institutions. The City represents that in calendar year 2014 it does
not reasonable expect to issue tax-exempt obligations which are not private activity bonds (not
treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for
purposes of this representation) in an amount in excess of $10,000,000, excluding any tax-
exempt obligations which are refundings of a "qualified tax-exempt obligation" which are not
taken into account for this purpose under Section 265(b)(3)(D)(ii) of the Code.
6.06. Official Statement. The Official Statement relating to the Bonds, dated June
2014, prepared and distributed on behalf of the City by Ehlers and Associates, Inc., is hereby
approved. Ehlers and Associates, Inc. is hereby authorized on behalf of the City to prepare and
distribute to the Purchaser a supplement to the Official Statement listing the offering price, the
interest rates, other information relating to the Bonds required to be included in the Official
Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934. Within seven business days from the date hereof, the City
shall deliver to the Purchaser a reasonable number of copies of the Official Statement and such
supplement. The officers of the City are hereby authorized and directed to execute such
certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the
Official Statement.
Section 7. Continuing Disclosure.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit the Purchaser and other
participating underwriters in the primary offering of the Bonds to comply with amendments to
Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. §
240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time,
the Rule), which will enhance the marketability of the Bonds, the City hereby makes the
following covenants and agreements for the benefit of the Owners (as hereinafter defined) from
time to time of the Outstanding Bonds. The City is the only obligated person in respect of the
Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which
continuing disclosure must be made. If the City fails to comply with any provisions of this
section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may
take whatever action at law or in equity may appear necessary or appropriate to enforce
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performance and observance of any agreement or covenant contained in this section, including
an action for a writ of mandamus or specific performance. Direct, indirect, consequential and
punitive damages shall not be recoverable for any default hereunder to the extent permitted by
law. Notwithstanding anything to the contrary contained herein, in no event shall a default under
this section constitute a default under the Bonds or under any other provision of this resolution.
As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner
or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial
Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar
evidence of such beneficial ownership in form and substance reasonably satisfactory to the
Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity
which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, such Bond (including persons or entities holding Bonds through nominees,
depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal
income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 12 months after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2014, the following financial information and
operating data in respect of the City (the Disclosure Information):
(A) the audited financial statements of the City for such fiscal year, prepared in
accordance with generally accepted accounting principles in accordance with
the governmental accounting standards promulgated by the Governmental
Accounting Standards Board or as otherwise provided under Minnesota law, as
in effect from time to time, or, if and to the extent such financial statements
have not been prepared in accordance with such generally accepted accounting
principles for reasons beyond the reasonable control of the City, noting the
discrepancies therefrom and the effect thereof, and certified as to accuracy and
completeness in all material respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings:
Current Property Valuations; Direct Debt; Tax Levies and Collections;
Population Trend and Employment/Unemployment Data.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
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Securities Rulemaking Board (MSRB). The City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be described in paragraph (2) hereof, then, from and after such
determination, the Disclosure Information shall include such additional specified data regarding
the replacement operations. If the Disclosure Information is changed or this section is amended
as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next
Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the
reasons for the amendment and the effect of any change in the type of financial information or
operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events:
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the City;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional paying agent or the change of name of
a paying agent, if material.
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As used herein, for those events that must be reported if material, an event is "material' if it is an
event as to which a substantial likelihood exists that a reasonably prudent investor would attach
importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would
significantly alter the total information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, an event is also "material' if it is an event that would be
deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time, the information described in subsection
(b)•
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
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(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Council filed in the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented would have complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
Section 7. Authorization of Pavment of Certain Costs of Issuance of the Bonds. The
City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment
of issuance expenses to Klein Bank, on the closing date for further distribution as directed by the
City's financial advisor, Ehlers & Associates, Inc.
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Section 8. Redemption of Refunded Bonds. The City Manager is hereby directed to
advise Wells Fargo Bank, National Association, Minneapolis, Minnesota, as paying agent for the
Refunded Bonds, to call such bonds for redemption and prepayment on the Crossover Date, and
to give thirty days mailed Notice of Redemption, all in accordance with the provisions of the
resolutions authorizing the issuance of such bonds.
Adopted this 30th day of June, 2014.
Mayor
City Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember
voted in favor thereof:
and the following voted against the same:
and upon vote being taken thereon, the following
whereupon said resolution was declared duly passed and adopted.
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COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on June 30, 2014, by the City Council of the City of St. Anthony,
Minnesota, setting forth the form and details of an issue of $1,330,000 General Obligation
Refunding Bonds, Series 2014C, dated as of July 18, 2014.
I further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of 2014.
County Auditor
(SEAL)
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COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Ramsey
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on June 30, 2014, by the City Council of the City of St. Anthony,
Minnesota, setting forth the form and details of an issue of $1,330,000 General Obligation
Refunding Bonds, Series 2014C, dated as of July 18, 2014.
I further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
(SEAL)
WITNESS my hand and official seal this day of 2014.
County Auditor
TO: Mayor and Members of City Council
FROM: Mark Casey, City Manager
DATE: June 30, 2014
RE: Organized Collection of Solid Waste: Completion of 60 -Day Negotiation Period
Pursuant to Minn. Stat. § 115A.94 and Submittal of Proposal
On June 29, 2014, the City of Saint Anthony Village (the "City'), under the authority of
Minn. Stat. § 115A.94 ("Organized Collection Statute" or "Statute"), completed its 60 -day
negotiation period with the City's currently licensed collectors of solid waste—Republic
Services, Inc.; Walters Recycling and Refuse, Inc.; and Waste Management, Inc. (collectively,
"Haulers"). This memorandum summarizes the process that the City undertook in carrying out
these negotiations and achieving the culminating result—an organized collection proposal
("Proposal") submitted by the Haulers, as a consortium, for the City Council's review.
Background
The City's authority arose primarily from the Organized Collection Statute, which allows
cities to enter into an exclusive 60 -day negotiation period with their currently licensed collectors.
The intent of this negotiation period is to develop an organized collection proposal in which the
City's licensed residential collectors, as a consortium, may collect solid waste and recyclables
from designated sections of the City, in accordance with the following criteria:
✓ The proposal must include identified city priorities.
✓ The proposal must reflect existing haulers maintaining their respective market
share of business.
✓ The initial organized collection agreement must be for a period of three to seven
years.
The initiative to start a plan for organized collection has been a longstanding objective of
the City Council and is part of the City's goal of building and cultivating environmental
responsibility. The City Council discussed organized collection more specifically at the City
Council work session meetings of March 10, 2014 and April 29, 2014. These meetings involved
discussion of the process and requirements outlined by the Organized Collection Statute and
review of certain documentation for use in the exclusive negotiation period, including the City's
identified priorities, draft specifications, and timeline. At the conclusion of the April 29, 2014
work session meeting, the City Council directed City Staff to commence the 60 -day negotiation
process authorized by the Statute.
3301 Silver Lake Road, St. Anthony, MN 55418-1699 • www.ci.saint-anthcny.mn.us • (612) 782-3301 • (612) 782-3302
Our mission is to be a progressive and livable community, a walkable village, which is sustainable, safe and secure.
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60 -Day Negotiation Period
On April 30, 2014, the City provided public notice and individual notice to each of the
Haulers that the City was entering the 60 -day exclusive negotiation period. The first meeting
was held at City Hall on May 7, 2014, with representatives from each of the Haulers in
attendance. Mark Casey (City Manager) and Kurt Whitman (City Attorney) attended on behalf
of the City, and Barb Suciu (City Clerk) was in attendance to take meeting minutes solely for
use by the negotiating parties. The first meeting involved the City providing general information
and expectations to the Haulers, as well as providing them with the City's identified priorities,
draft specifications, and timeline. Key to the City's expectations was that the negotiations would
be conducted in good faith, while maintaining the exclusivity contemplated by the Statute.
Subsequent meetings were held at City Hall on May 13, May 27, June 3, June 10, June
16, and June 23. City Clerk Suciu took meeting minutes for each of the meetings and
disseminated them via email to the entire group. An agenda was also prepared and distributed
at each meeting. City Manager Casey facilitated the meetings, with the Haulers providing
insight, questions, and status updates on the Proposal and process, and City Attorney Whitman
providing insight on legal matters and the Statute's requirements.
The meeting minutes and agendas are available to the City Council if requested. The
following is a summary of some of the key aspects of the meetings:
• As a whole, the negotiations involved positive dialogue and collaboration, all
parties aspiring to create a beneficial Proposal to present to the City Council.
• The Haulers were in general agreement with, and appreciated, the City's
priorities and timeline.
• The Haulers raised concerns over the proprietary and confidential nature of the
market share information required in the Proposal. As such, to protect the
Haulers' interests, this information should be redacted from any public version of
the Proposal, draft Agreement, or other related document.
• The Haulers addressed practical concerns over certain aspects of the draft
specifications, some of which related to the perceived impractical nature of
certain specifications within a consortium -style system. The City responded to
each concern with modifications and/or clarifications. All parties were in
agreement with a revised version of the specifications as of June 10, 2014.
• Toward the latter half of the process, the Haulers worked together on finalizing
particular aspects of the Proposal (including pricing, collection "zones," and
market share), as well as a draft Agreement (contract) for the City's review. City
Manager Casey and City Attorney Whitman reviewed the draft Proposal and draft
Agreement and provided suggestions and comments prior to the Haulers'
submission of the Proposal and draft Agreement in their final forms.
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Recommendations
City Staff will provide further analysis of the content of the Proposal and draft
Agreement, to be delivered to the City Council prior to the July 8, 2014 City Council Meeting.
City Staff recommends that the City Council review the Proposal, draft Agreement, and
City Staff analysis, and subsequently undertake one of the following four options:
1) Set date for public hearing to take action on the Proposal and contract as is (date of
hearing decided at July 8, 2014 City Council Meeting).
2) Direct City Staff to continue exclusive negotiations with Haulers to address particular
concerns with the Proposal and/or draft Agreement.
3) Reject Proposal and contract as is, and direct City Staff to create a resolution
appointing an Organized Collection Options Committee pursuant to the Statute.
4) Reject Proposal and terminate further organized collection efforts at this time
Sincerely,
V61 C#,,--/
Mark Casey
City Manager
CC: Kurt Whitman, City Attorney
Jay Lindgren, City Attorney
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