HomeMy WebLinkAboutRES 16-042 RELATING TO $1,445,000 GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2016B; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFORCERTIFICATION OF MINUTES RELATING TO
$1,445,000 GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2016B
Issuer: City of St. Anthony, Minnesota
Governing body: City Council
Kind, date, time and place of meeting: A regular meeting held on May 10, 2016, at
7:00 o'clock P.M., at the City Hall.
Members present: FO..0 ) n llrWi✓/ 6r" / Tznso/L e-
Membersabsent: N0,
Documents attached:
Minutes of said meeting (including): Pages 1 through 14
RESOLUTION NO. I6 A't
RESOLUTION RELATING TO $1,445,000 GENERAL OBLIGATION TAX
ABATEMENT BONDS, SERIES 201613; 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.
City Clerk
It was reported that two (2) proposals had been received prior to 12:00 Noon, Central
Time, Tuesday, May 10, 2016, for the purchase of the $1,445,000 General Obligation Tax
Abatement Bonds, Series 2016B 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:
Bidder Purchase Price Interest Rates Net Interest Cost
(See Attached)
EHLER_S
LEADERS IN PUBLIC FINANCE
BID TABULATION
$1,495,000` General Obligation Tax Abatement Bonds, Series 20168
City of St. Anthony, Minnesota
SALE: May 10, 2016
I_Y i r /_� 7 I r7 ■ :7 • 11:7 � ]
Rating: Standard & Poor's Credit Markets "AA"
BBI: 3.32%
Bank Qualified
NET
TRUE
MATURITY
REOFFERING
INTEREST
INTEREST
NAME OF BIDDER
(February.
1) RATE
YIELD PRICE
COST
RATE
BAIRD
$1,518,123.60
$83,326.68
1.5416%
Milwaukee, Wisconsin
2017
2.000%
0.650%
C.L. King & Associates WMBE
2018
2.000%
0.900%
Cronin & Co., Inc.
2019
2.000%
1.000%
Edward Jones
2020
2.000%
1.100%
WNJ Capital
2021
2.000%
1.200%
Crews & Associates, Inc.
2022
2.000%
1.300%
Davenport & Co. L.L.C.
2023
2.000%
1.400%
Duncan - Williams, Inc.
2024
2.000%
1.500%
Ross, Sinclaire & Associates, LLC
2025
2.000%
1.600%
Dougherty & Company, LLC
2026
2.000%
1.700%
Loop Capital Markets
Oppenheimer & Co.
SumRidge Partners
R. Seelaus & Company., Inc.
Sierra Pacific Securities
Isaak Bond Investments, Inc
Alamo Capital WMBE
IFS Securities
Rafferty Capital Markets
W.H. Mell Associates
Wayne Hummer & Co.
Subsequent to bid opening the issue
size was decreased to $1,445,000.
Adjusted Price - $1,467,065.21
Adjusted Net Interest Cost - $79,021.18
Adjusted
TIC - 1.5396%
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
NORTHLAND SECURITIES, INC.
Minneapolis, Minnesota
2017
1.000%
2018
1.000%
2019
1.000%
2020
1.150%
2021
1.150%
2022
1.400%
2023
1.400%
2024
1.700%
2025
1.700%
2026
1.700%
Bid Tabulation
City of St. Anthony, Minnesota
$1,495,000* General Obligation Tax Abatement Bonds, Series 2016B
$1,483,016.35 $88,978.50 1.6786%
May 10, 2016
Page 2
Councilmember 'St WR.. then introduced the following resolution
and moved its adoption:
RESOLUTION NO. 16'O % A
RESOLUTION RELATING TO $1,445,000 GENERAL OBLIGATION TAX
ABATEMENT BONDS, SERIES 201613; 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 of the City of St. Anthony, Minnesota (the
"City "), as follows:
Section 1. Recitals, Authorization and Sale of Bonds.
1.01. Recitals. To finance water quality and flood improvements to Mirror Pond, the
City's regional storm water pond and complete nearly 1.5 miles of new sidewalk construction
and ADA upgrades at eight intersection to improve pedestrian safety in the City ( "the Project "),
the City Council by resolution adopted April 12, 2016, has granted an abatement of property
taxes to be imposed by the City on certain parcels in the City (the "Parcels ") pursuant to
Minnesota Statutes, Sections 469.1812 to 469.1815, for a period of ten (10) years commencing
with property taxes payable in 2017 and concluding with property taxes payable in 2026 (the
"Tax Abatement "). The revenues received by the City from such Tax Abatement are herein
referred to as the "Tax Abatement Revenue."
1.02. Authorization. This Council hereby determines that it is in the best interests of the
City to issue its General Obligation Tax Abatement Bonds, Series 2016B (the "Bonds ") in the
principal amount of $1,445,000, pursuant to Minnesota Statutes, Chapter 469 and 475 and
Section 469.1814, to finance the Project and to fund costs of issuance of the Bonds.
1.03. Sale of Bonds. The City has received two (2) proposals for the purchase of the
Bonds. The most favorable proposal received is that of Robert W. Baird & Co. Incorporated, of
Milwaukee, Wisconsin (the "Purchaser "), to purchase the Bonds at a price of $1,467,065.21, the
Bonds to bear interest at the rates set forth in Section 3.01 hereof and to be subject to the further
terms and conditions set forth in this Resolution. 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 deposits of the
unsuccessful bidders shall be returned forthwith.
1.04. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed to execute a contract on the part of the City
with the Purchaser for the sale of the Bonds. The good faith deposit of the Purchaser shall be
retained and deposited by the City until the Bonds have been delivered and shall be deducted
from the purchase price paid at settlement.
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 terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
Section 2. Form of Bonds. The Bonds shall be prepared in substantially the form
attached as Exhibit A hereto.
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
Abatement Bonds, Series 2016B." The Bonds shall be dated as of June 2, 2016, 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, and Bonds maturing in such years and amounts shall bear
interest from date of issue until paid or duly called for redemption at the rates per annum set
forth opposite such years and amounts as follows:
Year
Amount
Rate
Year
Amount
Rate
2017
$640,000
2.00%
2022
$90,000
2.00%
2018
85,000
2.00
2023
90,000
2.00
2019
85,000
2.00
2024
95,000
2.00
2020
85,000
2.00
2025
95,000
2.00
2021
90,000
2.00
2026
90,000
2.00
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, 2017, 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. Re¢istration. 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) Re ister. 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.
2
(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.
(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 (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.
(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 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.
3.04. Appointment of Initial Re istrar. 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.
3.05. Redemption. Bonds maturing in 2025 and later years are each subject to
redemption, 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 the
Registrar by lot, on February 1, 2024 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.
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
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.
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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 with respect to the procedures of DTC presently 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 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. General Obligation Tax Abatement Bonds, Series 2016B Construction Fund.
There is hereby established on the official books and records of the City a General Obligation
Tax Abatement Bonds, Series 2016B Construction Fund (the Construction Fund), and the City
shall continue to maintain the Construction Fund until payment of all costs and expenses
incurred in connection with the Project financed by the Bonds have been paid. To the
Construction Fund there shall be credited from the proceeds of the Bonds an amount equal to the
estimated cost of the Project and from the Construction Fund there shall be paid all construction
costs and expenses. After payment of all construction costs, the Construction Fund shall be
discontinued and any Bond proceeds remaining therein shall be credited to the Sinking Fund
established by Section 4.02 hereof.
4.02. General Obligation Tax Abatement Bonds, Series 2016B Sinking Fund. The
Bonds shall be payable from a separate General Obligation Tax Abatement Bonds, Series 2016B
Sinking Fund (the "Sinking Fund ") which shall be created and maintained on the books of the
City as a separate debt redemption fund until the Bonds, and all interest thereon, are fully paid.
There shall be credited to the Sinking Fund the following:
(a) Any amount deposited therein pursuant to Section 4.01 hereof.
(b) All Tax abatement Revenue received by the City.
(c) All taxes levied and all other money which may at any time be received for or
appropriated to the payment of the principal of or interest on the Bonds, including all
collections of any ad valorem taxes levied for the payment of the Bonds.
(d) Any other funds appropriated by the Council for the payment of the Bonds.
There are hereby established two accounts in the Sinking Fund, designated as the "Debt
Service Account" and the "Surplus Account." All money appropriated or to be deposited in the
Sinking Fund shall be deposited as received into the Debt Service Account. On each February 1,
the City Finance Director shall determine the amount on hand in the Debt Service Account. If
such amount is in excess of one - twelfth of the debt service payable from the Sinking Fund in the
immediately preceding 12 months, the City Finance Director shall promptly transfer the amount
in excess to the Surplus Account. The City appropriates to the Surplus Account any amounts to
be transferred thereto from the Debt Service Account as herein provided and all income derived
from the investment of amounts on hand in the Surplus Account. If at any time the amount on
hand in the Debt Service Account is insufficient to meet the requirements of the Sinking Fund,
the City Finance Director -shall transfer to the Debt Service Account amounts on hand in the
Surplus Account to the extent necessary to cure such deficiency.
4.03. Full Faith and Credit Pledged. The full faith and credit and taxing power of the
City shall be and are hereby irrevocably pledged for the prompt and full payment of the principal
of and interest on the Bonds. In order to produce aggregate amounts which, together with the
Tax Abatement Revenues, will produce 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 will be levied and collected in years
and amounts shown on the attached levy computation. Said taxes shall be irrepealable as long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
to reduce said levies in accordance with the provisions of Minnesota Statutes, Section 475.61
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
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 the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such purpose,
bearing interest payable at such times and at such rates and maturing or callable at the holder's
option on such dates as shall be required to pay all principal and interest to become due thereon
to maturity or, if notice of redemption as herein required has been irrevocably provided for, to an
earlier designated redemption date, provided, however, that if such deposit is made more than
ninety days before the maturity date or specified redemption date of the Bonds to be discharged,
the City shall have received a written opinion of Bond Counsel to the effect that such deposit
does not adversely affect the exemption of interest on any Bonds from federal income taxation
and a written report of an accountant or investment banking firm verifying that the deposit is
sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and
before their maturity dates or earlier designated redemption date.
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.
E
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
Project consists of public improvements available for use by members of the general public on a
substantially equal basis. The City will not enter into any lease, use agreement or other contract
respecting the Project 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
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. Qualified Tax - Exempt Obligations. 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 2016 it does not reasonably 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.
6.07. Official Statement. The Official Statement relating to the Bonds, dated April 28,
2016, 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, 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 30 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.
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.
6.08. Reimbursement. The City certifies that the proceeds of the Bonds will not be used
by the City to reimburse itself for any expenditure with respect to the Project which the City paid
or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to
L9
such prior expenditures, the City shall have made a declaration of official intent which complies
with the provisions of Section 1.150 -2 of the Regulations; provided that this certification shall
not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Project
meeting the requirements of Section 1.150- 2(f)(1) of the Regulations, or (ii) with respect to
"preliminary expenditures" for the Project as defined in Section 1.150- 2(f)(2) of the Regulations,
including engineering or architectural expenses and similar preparatory expenses, which in the
aggregate do not exceed 20% of the "issue price" of the Bonds.
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.
(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, 2015, 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
10
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, which information
may be unaudited.
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.
(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
11
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
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;
12
(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
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
13
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.
Adopted this 10`" day of May, 2016.
ATTEST:
ty Clerk
Reviewed for administration:
14
Jerome O. Faust, Mayor
Mark Casey, City Manager
LEVIES
TAX LEVY CALCULATION
Issue ID# 328640
Ci�of St. Anthony, MN
Dated Date: 6/2/2016
$1,445,000 General Obligation Tax Abatement Bonds, Series 2016B Call Date: 2/1/2024
General Obligation Tax Abatement Bonds, Series 20168
Tax
Tax
Bond
Levy
Collect
Pay
Year
Year
Year
Total P & I
P & I @ 10S%
Net Levy
2015
/
2016
/
2017
659,186.39
692,145.71
692,145.71
2016
/
2017
/
2018
101,100.00
106,155.00
106,155.00
2017
/
2018
J
2019
99,400.00
104,370.00
104,370.00
2018
/
2019
/
2020
97,700.00
102,585.00
102,585.00
2019
/
2020
J
2021
101,000.00
106,050.00
106,050.00
2020
/
2021
/
2022
99,200.00
104,160.00
104,160.00
2021
/
2022
/
2023
97,460.00
102,270.00
102,270.00
2022
/
2023
/
2024
100,600.00
105,630.00
105,630.00
2023
(
2024
/
2025
98,700.00
103,635.00
103,635.00
2024
I
2025
/
2026
99 Ann nr
as xon on
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