HomeMy WebLinkAboutRES 17-039 AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $5,310,000 GENERAL OBLIGATION BONDS, SERIES 2017ACERTIFICATION OF MINUTES RELATING TO
$5,310,000 GENERAL OBLIGATION BONDS, SERIES 2017A
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on April 25, 2017, at 7:00 p.m., at
the City Hall.
Members present: Stille, Faust, Gray, Brever
Members absent: Jenson
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 17 -039
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $5,310,000 GENERAL OBLIGATION BONDS, SERIES 2017A
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 25`h day of April, 2017.
Ci lerk
It was reported that six (6) proposals for the purchase of $5,310,000 General Obligation
Bonds, Series 2017A were received prior to 10:00 A.M., Central Time, pursuant to the Official
Statement distributed to potential purchasers of the Bonds by Ehlers & Associates, Inc.,
municipal advisor to the City. The proposals have been publicly opened, read and tabulated and
were found to be as follows:
See Attached
EHLERS
BID TABULATION LEADERS IN PUBLIC FINANCE
$5,600,000' General Obligation Bonds, Series 2017A
City of St. Anthony, Minnesota
SALE: April 25, 2017
AWARD: PIPER JAFFRAY
Rating: S &P Global Patings 'A-A" BBI: 3.71%
Bank Qualified
Subsequent to bid opening the issue size was decreased to $5,310,000.
Adjusted Price - $5,573.704.80 Adjusted Net Interest Cost - $829,547.70
1$365,000 Term Bond due 2029 with mandatory redemption in 2028.
2 $385,000 Term Bond due 2031 with mandatory redemption in 2030.
'S405,000 Term Bond due 20-33 with mandatory redemption in 2032-
so -0
K
Adjusted TIC - 2.1957°x.
AL11TL-RITT
REOFFERING
INTEREST
INTEREST
N.3-\fE OF BIDDER
(Felimary 1)
R.11TE
171EID PRICE
COST
K%TE
PIPERJ.9FnL -VY
$5,877,243.95
5860.372.72
2.1882°x.
Alinneapoli;. Afinnewta
2018
3.000%
0.950%
2019
3.000%
1.00000/:
Cantor Fitzgerald
2020
3.000'4
1.200%
Cualroup
2021
3.000.4
1.300%
2022
3.000%
1.5007.
2023
3.000%
1.650°•.
2024
3.000%
1.600%
2025
3.000%
1.9D0/.
2026
3.OW°4
2.000%
2027
3.000%
2.100%
2028'
3.00064
2.250%
2029'
3.000%
2.2500/6
2030'
3.000%
2.5DO%
2031=
3.000°/.
2.5000/.
20323
3.000°4
2.700°!0
20333
3.000%
2.700%
Subsequent to bid opening the issue size was decreased to $5,310,000.
Adjusted Price - $5,573.704.80 Adjusted Net Interest Cost - $829,547.70
1$365,000 Term Bond due 2029 with mandatory redemption in 2028.
2 $385,000 Term Bond due 2031 with mandatory redemption in 2030.
'S405,000 Term Bond due 20-33 with mandatory redemption in 2032-
so -0
K
Adjusted TIC - 2.1957°x.
SUTL'RIII REOFFERLNG INTEREST INTEREST
N,{.\tE OF BIDDER (Februm, 1) RATE YIELD PRICE COST RATE
LJhffi BANK NA
Kansas City, blis,ouri
NORTHLAND SECURnUS, LUC.
hlinneapnli;. hlinnesata
2018 2.000%
2019 2.000'/.
2020 2.000%
2021 2.000°/.
2022 2.0000/.
2023 1.6500/.
2024 2.000/.
2025 3.000%
2026 3.0000/.
2027 3.000°/.
2028 3.000'1.
2029 3.000%
2030 3.000%
2031 3.00D%
2032 3.050%
2033 3.250'/.
2018 3.0000/.
2019 3.000' /e
2020 3.0000/6
2021 1000%
2022 3.000%
2023 3.000!'.
2024 3.000'4
2025 3.0005'.
2026 3.000%
2027 2.500°/.
2028 3.000'4
2029 3.000%
2030 3.0009/.
2031 3.000%
2032 3.0000/.
2033 3.0000/.
Bid Tabulation
City of St. Anthony. Minnesota
$5,600.000' General Obligation Bonds. Series 2017A
$5.737.107.55 $965.697.85 2.2227%
$5.841.153.80 5881.334.39
12597%
April 25. 2017
Page 2
NET TRLE
1LATURITY REOFFERWG IT7EREST WIEREST
\.iVE OF BIDDER (February 1) RATE YIELD PRICE COST RATE
BAMD
Milwaukee. Wiscomm
ST1M, NICOLAUS
Birmingham, Alabama
2018 3.000%
2019 3.0007.
2020 3.0000/6
2021 3.000%
2022 3.0007.
2023 3.ON%
2024 3.0007.
2025 3.00D7.
2026 3.WO%
2027 3.00004
2028 3.000%
2029 3.000%
2030 3.0000/
2031 3.0009/.
2032 3.000!:
2033 3.0007.
2018 10007.
2019 3.0007.
2020 3.0007.
2021 3.0007.
2022 3.0007.
2023 3.0007.
2024 3.0007.
2025 3.000%
2026 3.0007.
2027 3.000%
2028 3.0007.
2029 3.0007.
2030 3.0007.
2031 3.0007.
2032 3.0000/.
2033 3.0000/.
Bid Tabulation
City of St. Anthony, Minnesota
$5,600,000• General Obligation Bonds. Series 2017A
55149312.40 5888.304.27 2.2673%
$5,840,692.40 $896.924.27 2.29185.
April 25, 2017
Page 3
3L'.T RIIT REOFFERD�G L�TEREST IATEREST
\.iUIE OF BIDDER (February 1) RATE YIELD PRICE COST RATE
%MLLS FARGO BANK, NATIONAL
.ASSOCIATION
Charlotte. North Carolina
2018 3.000°/.
2019 3.0007:
2020 3.000%
2021 3.000:'.
2022 3.0006/.
2023 3.000%
2024 3.000°/.
2025 3.000' /e
2026 3.000°/.
2027 3.000;:
2028 3.000°/:
2029 3.00004
2030 3.000%
2031 3.00(r/.
2032 3.000%
2033 3.000°/.
Bid Tabulation
City of St. Anthony: Minnesota
55.600.000' General Obligation Bonds, Series 2017A
$5,824,218.30 $913.398.37 2.3388°:.
April 257 2017
Page 4
Councilmember Stille introduced the following resolution and moved its adoption, which motion
was seconded by Councilmember Brever:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $5,310,000 GENERAL OBLIGATION BONDS, SERIES 2017A
BE IT RESOLVED by the City Council, City of St. Anthony, Minnesota (the "City "), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. The City has presently outstanding its General Obligation Bonds,
Series 2009A (the "Prior Bonds "), initially dated as of May 7, 2009. The Prior Bonds were
issued for the purpose of financing road reconstruction projects (the "2009 Improvement
Portion ") by the City pursuant to Minnesota Statutes, Chapter 429, and park improvement
projects (the "2009 Abatement Portion ") by the City pursuant to Minnesota Statutes,
Section 469.1814 and Chapter 475. This Council hereby determines that it is in the best interest
of the City to issue its $5,310,000 General Obligation Bonds, Series 2017A (the "Bonds ") for the
purpose of (a) currently refunding on or about June 1, 2017 (the "Redemption Date ") all of the
outstanding Prior Bonds; (b) financing the 2017 road reconstruction projects being undertaken by
the City (the "Improvements "); (c) financing various items of capital equipment (the
"Equipment") and (d) funding costs of issuance of the Bonds (collectively, the "Project'). The
portion of the Bonds ($835,000) issued to refund the 2009 Abatement Portion of the Prior Bonds
are referred to as the "Tax Abatement Bonds" and are issued pursuant to the Minnesota Statutes,
Section 469.1814 and Chapter 475. The portion of the Bonds ($1,355,000) issued to refund the
2009 Improvement Bonds and the portion of the Bonds ($2,600,000) issued to finance the
Improvements are referred to as the "Improvement Bonds" and are issued pursuant to Minnesota
Statutes, Chapter 429. The portion of the Bonds ($520,000) issued to finance the Equipment are
referred to as "Equipment Bonds," are issued pursuant to Minnesota Statutes, Chapter 412.301,
and does not exceed 0.25 percent of the market value of taxable property in the City. The
allocation of the Bonds for this purpose is set forth in Section 3.01 hereof.
1.02. Sale. Pursuant to the Preliminary Official Statement prepared on behalf of the City
by Ehlers & Associates, Inc., municipal advisor to the City, sealed or electronic proposals for the
purchase of the Bonds were received at or before the time specified for receipt of proposals. The
proposals have been opened, 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 Piper Jaffray & Co., in Minneapolis, Minnesota, together with co-
managers (the "Purchaser "), to purchase the Bonds in the principal amount of $5,310,000, at a
price of $5,573,704.80 plus accrued interest, if any, on all Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds with the Purchaser in accordance with the Preliminary Official
Statement. 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.
SECTION 2. BOND TERMS: REGISTRATION: EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. 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, now existing,
having happened and having been performed, it is now necessary for the Council to establish the
form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities: Interest Rates: Denominations and Payment. The Bonds shall be
originally dated as of the date of issuance thereof, shall be in the denomination of $5,000 each, or
any integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from date of issue until paid or duly called for
redemption, at the annual rates set forth opposite such years and amounts, as follows:
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 described herein, provided that so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February 1 and August 1 in each year, commencing
February 1, 2018, each such date being referred to herein as an Interest Payment Date, to the
persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at
the Registrar's close of business on the first day of the calendar month in which such Interest
2
Equipment
Improvement
Abatement
Maturity
Bonds
Bonds
Bonds
Total
Rate
2018
$160,000
$95,000
$255,000
3.000%
2019
$50,000
295,000
95,000
440,000
3.000
2020
55,000
310,000
95,000
460,000
3.000
2021
55,000
320,000
100,000
475,000
3.000
2022
55,000
325,000
105,000
485,000
3.000
2023
55,000
340,000
110,000
505,000
3.000
2024
60,000
350,000
115,000
525,000
3.000
2025
60,000
355,000
120,000
535,000
3.000
2026
65,000
170,000
235,000
3.000
2027
65,000
175,000
240,000
3.000
2029
365,000
365,000
3.000
2031
385,000
385,000
3.000
2033
405,000
405,000
3.000
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 described herein, provided that so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February 1 and August 1 in each year, commencing
February 1, 2018, each such date being referred to herein as an Interest Payment Date, to the
persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at
the Registrar's close of business on the first day of the calendar month in which such Interest
2
Payment Date occurs, whether or not such day is a business day. Interest shall be computed on
the basis of a 360 -day year composed of twelve 30 -day months.
2.04. Redemption. Bonds maturing on February 1, 2027 and later years shall be subject
to redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity, by lot as selected by the Registrar
(or, if applicable, by the bond depository in accordance with its customary procedures) in
integral multiples of $5,000, on February 1, 2026, and on any date thereafter, at a price equal to
the principal amount thereof and accrued interest to the date of redemption. The City Manager
shall cause notice of the call for redemption thereof to be published if and as required by law,
and at least thirty (30) and not more than sixty (60) days prior to the designated redemption date,
shall cause notice of call for redemption to be mailed, by first class mail, to the Registrar and
registered holders of any Bonds to be redeemed at their addresses as they appear on the Bond
Register described in Section 2.06 hereof, provided that notice shall be given to any securities
depository in accordance with its operational arrangements. No defect in or failure to give such
notice of redemption shall affect the validity of 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 Bonds 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 of Bonds shall cease
to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to
the owner without charge, representing the remaining principal amount outstanding.
Bonds maturing on February 1, 2029, 2031, and 2033 (the "Term Bonds ") shall be
subject to mandatory redemption prior to maturity pursuant to the sinking fund requirements of
this Section 2.04 at a redemption price equal to the stated principal amount thereof plus interest
accrued thereon to the redemption date, without premium. The Registrar shall select for
redemption, by lot or other manner deemed fair, on February 1 in each of the following years the
following stated principal amounts of such Bonds:
Year Principal Amount
2028 $180,000
The remaining $185,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2029.
Year
2030
Principal Amount
190,000
The remaining $195,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2031.
Year
2032
Principal Amount
200,000
The remaining $205,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2033.
Notice of redemption shall be given as provided in the preceding paragraph.
2.05. Appointment of Regis trar. The City hereby appoints Bond Trust Services
Corporation, in Roseville, Minnesota, as the initial Bond registrar, transfer agent and paying
agent (the "Registrar "). The Mayor and City Manager are authorized to execute and deliver, on
behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar
with another corporation, if the resulting corporation is a bank or trust company organized under
the laws of the United States or one of the states of the United States and 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 the Registrar, effective upon not less than
thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in
which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the
successor Registrar and shall deliver the Bond Register to the successor Registrar.
2.06. Registration. 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
register (the "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. The term Holder or Bondholder as used herein
shall mean the person (whether a natural person, corporation, association, partnership,
trust, governmental unit, or other legal entity) in whose name a Bond is registered in the
Bond Register.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the Holder thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly
authorized by the Holder 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 first day of the
month in which the interest payment date occurs and until such interest payment date.
(c) Exchange of Bonds. At the option of the Holder of any Bond in a
denomination greater than $5,000, such Bond may be exchanged for other Bonds of
authorized denominations, of the same maturity and a like aggregate principal amount,
upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any
Bond is so surrendered for exchange the City shall execute and the Registrar shall
authenticate and deliver the Bonds which the Bondholder making the exchange is entitled
to receive.
(d) Cancellation. All Bonds surrendered for payment, 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.
(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 the Bond, whether the Bond shall be overdue or not, for the purpose of
receiving payment of or on account of, the principal of and interest on the Bond and for
all other purposes; and all payments made to or upon the order of such Holder 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.
(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 Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar 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 terns 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.
2.07. Execution, Authentication 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 the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such 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 the date of delivery of such Bond.
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
the Bond, substantially in the form provided in Section 2.09, has been 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 any Bond shall be conclusive evidence that it has been duly authenticated and
delivered under this Resolution. When the Bonds have been prepared, executed and
authenticated, the City Manager shall deliver them to the Purchaser upon payment of the
purchase price in accordance with the contract of sale theretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
2.08. 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 pursuant to which the City
agrees to comply with DTC's Operational Arrangements.
(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 DTC's Operational Arrangements,
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 (e) 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 physical 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 (e) 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 (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not previously
filed with DTC, by the Mayor or City Manager is hereby authorized and directed.
(e) 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 physical certificates and the method of payment of
principal of and interest on such Bonds in the form of physical certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the form found at
EXHIBIT A attached hereto.
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Section 3. USE OF PROCEEDS.
3.01. Project Fund
There is hereby created a special bookkeeping fund to be designated as the "General
Obligation Bonds, Series 2017A Project Fund" (the "Project Fund "), to be held and administered
by the City Manager separate and apart from all other funds of the City. Within the Project Fund
are established the following accounts:
(a) Improvements Account. The Improvements Account shall be credited
with (i) $2,634,494.05 from the proceeds of the Improvement Bonds and (ii) all special
assessments collected with respect to the Improvements until all costs of such
improvements have been fully paid. The City Manager shall maintain the Improvements
Account until payment of all costs and expenses incurred in connection with the
construction of the Improvements have been paid.
(b) Equipment Account. The Equipment Account shall be credited with
$533,266.83 from the proceeds of the Equipment Bonds. The City Manager shall
maintain the Equipment Account until all costs and expenses incurred by the City in
connection with the acquisition of the Equipment have been paid.
From the Project Fund there shall be paid all costs and expenses related to the
construction and acquisition of the Project. After payment of all such costs and expenses, the
Project Fund shall be terminated. All funds on hand in the Project Fund when terminated shall
be credited to the Bond Fund described in Section 4 hereof, unless and except as such proceeds
may be transferred to some other fund or account as to which the City has received from bond
counsel an opinion that such other transfer is permitted by applicable laws and does not impair
the exemption of interest on the Bonds from federal income taxes. In no event shall funds
remain in the Project Fund later than June 1, 2022.
3.02 Refunding
Bond proceeds in the amount of $2,274,522.92 shall be deposited in the sinking fund
established for the Prior Bonds to be applied to their payment on the Redemption Date.
SECTION 4. GENERAL OBLIGATION BONDS, SERIES 2017A BOND FUND. The Bonds
shall be payable from a separate General Obligation Bonds, Series 2017A Bond Fund (the "Bond
Fund ") of the City, 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. Into the Bond Fund
shall be paid (a) funds received from the Purchaser upon delivery of the Bonds in excess of the
amounts specified in Section 3 above; (b) special assessments levied and collected in accordance
with this Resolution except as otherwise provided in Section 3.0 1, clause (a) hereof; (c) tax
abatement revenues, such revenues to be distributed ratably with respect to the Tax Abatement
Bonds payable therefrom and any other obligations of the City payable from the same source;
(d) any taxes collected pursuant to Section 6 hereof; and (e) any other funds appropriated by this
Council for the payment of the Bonds. The principal of and interest on the Bonds shall be
payable from the Bond Fund, and the money on hand in the Bond Fund from time to time shall
be used only to pay the principal of and interest on the Bonds. On or before each principal and
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interest payment date for the Bonds, the City Manager is directed to remit to the Registrar from
funds on deposit in the Bond Fund the amount needed to pay principal and interest on the Bonds
on the next succeeding principal and interest payment date.
There are hereby established two accounts in the Bond Fund, designated as the "Debt
Service Account' and the "Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the amount set forth in clause (a) above.
Thereafter, during each bond year (each twelve month period commencing on February 2 and
ending on the following February 1, a "Bond Year "), as monies are received into the Bond Fund,
the City Manager shall first deposit such monies into the Debt Service Account until an amount
has been appropriated thereto sufficient to pay all principal and interest due on the Bonds
through the end of the Bond Year. All subsequent monies received in the Bond Fund during the
Bond Year shall be appropriated to the Surplus Account. If at any time the amount on hand in
the Debt Service Account is insufficient for the payment of principal and interest then due, the
City Manager shall transfer to the Debt Service Account amounts on hand in the Surplus
Account to the extent necessary to cure such deficiency. Investment earnings (and losses) on
amounts from time to time held in the Debt Service Account and Surplus Account shall be
credited or charged to said accounts.
If the balance in the Bond Fund is at any time insufficient to pay all interest and principal
then due on all Bonds payable therefrom, the payment shall be made from any fund of the City
which is available for that purpose, subject to reimbursement from the Surplus Account when the
balance therein is sufficient, and the City covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional or statutory limitation.
SECTION 5. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the
payment of the costs of the Improvements, the City has done or will do and perform all acts and
things necessary for the final and valid levy of special assessments in the principal amount of
$617,459, which is not less than 20% of the cost of the Improvements. In addition, the City has
previously levied special assessments with respect to the improvements financed with a portion
of the Prior Bonds. The principal of and interest on such special assessments are estimated to be
levied and collected in the years and amounts shown on EXHIBIT B attached hereto. The
principal of the assessments shall be made payable in annual installments, with interest as
established by this Council in accordance with law on unpaid installments thereof from time to
time remaining unpaid. In the event any special assessment shall at any time be held invalid with
respect to any lot or tract of land, due to any error, defect or irregularity in any action or
proceeding taken or to be taken by the City or by this Council or by any of the officers or
employees of the City, either in the making of such special assessment or in the performance of
any condition precedent thereto, the City hereby covenants and agrees that it will forthwith do all
such further things and take all such further proceedings as shall be required by law to make such
special assessment a valid and binding lien upon said property.
SECTION 6. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In
order to produce aggregate amounts which, together with the collections of other amounts as set
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forth in Section 4, 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 to be levied and collected in the following
years and amounts:
Levy Years Collection Years Amount
See attached schedules
The 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 the tax levies from other legally
available funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.
SECTION 7. 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, redemption premium, if any, and interest 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. 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 must 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 8. TAX COVENANTS: ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. General Tax Covenant. The City agrees with the registered owners 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 that would cause interest on the Bonds to become includable in gross income
of the recipient under the Internal Revenue Code of 1986, as amended (the "Code ") and
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applicable Treasury Regulations (the "Regulations "), and agrees 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. All proceeds of the Bonds
deposited in the Project Fund will be expended solely for the payment of the costs of the Project.
The Project is and will be owned and maintained by the City and available for use by members
of the general public on a substantially equal basis. The City shall not enter into any lease,
management contract, use agreement, capacity agreement or other agreement with any non-
governmental person relating to the use of the Project, or any portion thereof, 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.
8.02. Arbitrage Certification. The Mayor and 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 certificate in accordance with
Section 148 of the Code, and applicable 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.
8.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations unless the Bonds
qualify for an exception from the rebate requirement pursuant to one of the spending exceptions
set forth in Section 1.148 -7 of the Regulations and no "gross proceeds" of the Bonds (other than
amounts constituting a "bona fide debt service fund ") arise during or after the expenditure of the
original proceeds thereof.
8.04. Qualified Tax- Exempt Obligations. The City Council hereby designates the Bonds
as "qualified tax- exempt obligations" for purposes of Section 265(b)(3) of the Code relating to
the disallowance of interest expense for financial institutions, and hereby finds that the
reasonably anticipated amount of tax- exempt obligations (within the meaning of Section
265(b)(3) of the Code) which will be issued by the City and all subordinate entities during
calendar year 2017 does not exceed $10,000,000.
8.05. 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
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.
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8.06. 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 twelve (12) months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2016, 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 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
IVA
(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: Valuations--Current Property Valuations; Debt — Direct
Debt; Tax Rates, Levies and Collections —Tax Levies and Collections;
General Information —U.S. Census Data 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 submitted
to the Municipal Securities Rulemaking Board ( "MSRB ") through its Electronic Municipal
Market Access System ( "EMMA ") or to the SEC. 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 a Material Fact (as defined 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 (each a "Material
Fact'):
(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 security, or other material events affecting
the tax status of the security;
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(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 obligated
person;
(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 trustee or the change of name of
a trustee, 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;
(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);
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(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 through EMMA, in an electronic
format as prescribed by the MSRB, 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 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.
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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 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration of Bonds. The City Manager 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 additional information as is required, and to obtain a certificate that the Bonds
and the taxes levied pursuant hereto have been duly entered upon the County Auditor's Bond
register.
9.02. Authentication of Transcript. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel,
certified copies of all proceedings and records relating to the Bonds 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 in their custody and
control or as otherwise known to them, and all such certified copies, affidavits and certificates,
including any heretofore furnished, shall be deemed representations of the City as to the
correctness of all statements contained therein.
9.03. Official Statement. The Preliminary Official Statement relating to the Bonds
prepared and distributed 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 within
seven business days from the date hereof, a Final Official Statement listing the offering price, the
interest rates, selling compensation, delivery date, the underwriters and such 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. 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.
9.04. 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 municipal advisor, Ehlers & Associates, Inc.
9.05. Redemption of Refunded Bonds. The City Manager is hereby directed to advise
Wells Fargo Bank, National Association, in Minneapolis, Minnesota, as paying agent for the
Prior Bonds, to call the Prior Bonds for redemption and prepayment on the Redemption Date,
substantially in the form attached hereto as Exhibit C, all in accordance with the provisions of
the resolutions authorizing the issuance of the Prior Bonds.
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9.06 Effective Date. This resolution shall be in full force and effect from and after its
passage.
Adopted this 25`h day of April, 2017.
ATTEST: J�Y�
,ty Clerk
Reviewed for administration:
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Jerome O. Faust, Mayor
a 4
Mark Casey, ity Manager
R-
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
GENERAL OBLIGATION BONDS,
SERIES 2017A
Maturity Date Date of Original Issue
February 1, 20 May 15, 2017
CEDE & CO.
THOUSAND DOLLARS
CUSIP No.
787260
CITY OF ST. ANTHONY, State of Minnesota (the "City ") acknowledges itself to be indebted
and for value received hereby promises to pay to the registered owner specified above, or registered
assigns, the principal amount specified above on the maturity date specified above and promises to pay
interest thereon from the date of original issue specified above or from the most recent Interest Payment
Date (as hereinafter defined) to which interest has been paid or duly provided for, at the annual interest
rate specified above, payable on February I and August 1 in each year, commencing February 1, 2018
(each such date, an "Interest Payment Date "), all subject to the provisions referred to herein with respect
to the 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 first day (whether or not a business day) of the calendar month in which such Interest Payment
Date occurs. 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 at the principal office of the
agent of the Registrar described below, the principal hereof are payable in lawful money of the United
States of America by check or draft drawn on Bond Trust Services Corporation, Roseville, Minnesota, as
Bond registrar, transfer agent and paying agent, or its successor designated under the Resolution
described herein (the "Registrar") or other agreed -upon means of payment by the Registrar or its
designated successor. For the prompt and full payment of such principal and interest as the same
respectively come due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
This Bond is one of an issue (the "Bonds ") in the aggregate principal amount of $5,310,000
issued pursuant to a resolution adopted by the City Council on April 25, 2017 (the "Resolution "), to
finance various street improvements in the City, and various items of capital equipment, to refund bonds
issued to finance street and park improvements, and to fund the costs of issuance of the Bonds. This
Bond issued by authority of and in strict accordance with the provisions of the Constitution and laws of
the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 412.301, 429, and 475,
and Minnesota Statutes, Section 469.1814. For the full and prompt payment of the principal of and
interest on the Bonds as the same become due, the full faith, credit and taxing power of the City have
been and are hereby irrevocably pledged. The Bonds are issuable only in fully registered form, in the
denomination of $5,000 or any integral multiple thereof, of single maturities.
Bonds maturing on February 1, 2027 and later years shall be subject to redemption and
prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may
select and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the Bond depository
in accordance with its customary procedures) in multiples of $5,000, on February 1, 2026, and on any
date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of
redemption. The City shall cause notice of the call for redemption thereof to be published if and to the
extent required by law, and at least thirty (30) and not more than sixty (60) days prior to the designated
redemption date, shall cause notice of call for redemption to be mailed, by first class mail (or, if
applicable, provided in accordance with the operational arrangements of the securities depository), to the
registered holders of any Bonds, at the holders' addresses as they appear on the Bond register maintained
by the Bond Registrar, 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. Official
notice of redemption having been given as aforesaid, the Bonds or portions of Bonds 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 of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or
Bonds will be delivered to the owner without charge, representing the remaining principal amount
outstanding.
Bonds maturing in the years 2029, 2031, and 2033 shall be 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:
Term Bonds Maturine in 2029
Sinking Fund
Payment Date
2028
2029 (final maturity)
Aggregate
Principal Amount
$180,000
185,000
Term Bonds Maturing in 2031
Sinking Fund
Payment Date
2030
2031 (final maturity)
Term Bonds Maturing in 2033
Sinking Fund
Payment Date
2032
2033 (final maturity)
Aggregate
Principal Amount
$200,000
205,000
Notice of redemption shall be given as provided in the preceding paragraph.
Aggregate
Principal Amount
$190,000
195,000
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 will cause a new Bond or Bonds to be issued in
the name of the designated 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 any such transfer or exchange.
The Bonds have been designated by the City as "qualified tax - exempt obligations" pursuant to
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
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
as herein provided 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 Council has
by the Resolution covenanted and agreed to collect and apply to payment of the bonds ad valorem taxes
levied on all taxable property in the City; tax abatements to be derived by the City from certain specified
properties of the City and special assessments on property specially benefited by the portion of the Bonds
issued to finance and refinance street projects in the City, which taxes, revenues and assessments are
estimated to be collectible in years and amounts sufficient to produce sums not less than 5% in excess of
the principal of and interest on the Bonds when due, and has appropriated such assessments, revenues and
taxes to its General Obligation Bonds, Series 2017 Bond Fund for the payment of such principal and
interest; that if necessary for the 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 all
proceedings relative to the projects financed by this Bond have been or will be taken according to law and
that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation of indebtedness.
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 Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City has caused this Bond to be executed on its behalf by the
facsimile signatures of its Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
(facsimile signature — City Manager)
CITY OF ST. ANTHONY, MINNESOTA
(facsimile signature — Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication:
BOND TRUST SERVICES CORPORATION,
as Registrar
By
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 the applicable laws or regulations:
TEN COM - -as tenants in common UTMA ............. as Custodian for ..............
(Cust) (Minor)
TEN ENT - -as tenants by the entireties under Uniform Transfers to Minors Act ............
(State)
JT TEN - -as joint tenants with right of survivorship and not as tenants in common
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 does hereby irrevocably constitute and appoint
attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the
within Bond in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the
Registrar, which requirements include membership or participation in STAMP or such other "signature
guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
5
EXHIBIT B
Special Assessments and Tax Levies
TAX LEVY CALCULATION
Issue ID#
329561
City of St. Anthony,
MN
Dated Date:
5/18/2017
$5,310,000
General Obligation
Bonds, Series 2027A
Call Date:
2/1/2026
Improvement Portion
Tax
Tax
Bond
Total P &
I Funds Available
P&10105%
(2) Less: Special
Net Levy
Levy
Collect
Pay
(1)
Assessments
2016
/
17
/
2018
54,816.67
(54,816.67)
0.00
0.00
2017
/
2018
/
2019
223,000.00
234,150.00
(44,415.87)
189,734.13
2018
/
2019
/
2020
223,650.00
234,832.50
(43,238.59)
191,593.91
2019
/
2020
/
2021
224,150.00
235,357.50
(42,061.29)
193,296.21
2020
/
2021
/
2022
219,500.00
230,475.00
(40,884.01)
189,590.99
2021
/
2022
/
2023
219,850.00
230,842.50
(39,706.71)
191,135.79
2022
/
2023
/
2024
220,050.00
231,052.50
(38,529.43)
192,523.07
2023
/
2024
/
2025
220,100.00
231,105.00
(37,352.15)
193,752.85
2024
J
2025
/
2026
215,000.00
225,750.00
(36,174.85)
189,575.15
2025
/
2026
/
2027
214,900.00
225,645.00
(34,997.57)
190,647.43
2026
/
2027
/
2028
214,650.00
225,382.50
(33,820.27)
191,562.23
2027
/
2028
/
2029
214,250.00
224,962.50
(32,642.99)
192,319.51
2028
/
2029
/
2030
213,700.00
224,385.00
(31,465.70)
192,919.30
2029
/
2030
/
2031
213,000.00
223,650.00
(30,288.40)
193,361.60
2030
/
2031
/
2032
212,150.00
222,757.50
(29,111.12)
193,646.38
(1) The following funds are available to pay the interest payment due February 1, 2018.
Capitalized Interest: 54,816.67
(2) Projected special assessment revenue based on $401,348.21 assessed at 4.400%
TAX LEVY CALCULATION
Issue ID# 329561
City of St. Anthony, MN Dated Date: 5/18/2017
$5,310,000 General Obligation Bonds, Series 2017A Call Date: 2/1/2026
Equipment Certificate
Tax
Tax
Bond
Total P & I
Funds Available P&10105%
Net Levy
Levy
Year
Collect
Vear
Pay
Vnar
(1)
2016
/
2017
/
2018
10,963.33
(10,963.33)
0.00
0.00
2017
/
2018
/
2019
65,600.00
68,880.00
68,880.00
2018
/
2019
/
2020
69,100.00
72,555.00
72,555.00
2019
/
2020
/
2021
67,450.00
70,822.50
70,822.50
2020
/
2021
/
2022
65,800.00
69,090.00
69,090.00
2021
/
2022
/
2023
64,150.00
67,357.50
67,357.50
2022
/
2023
/
2024
67,500.00
70,875.00
70,875.00
2023
/
2024
/
2025
65,700.00
68,985.00
68,985.00
2024
/
2025
/
2026
68,900.00
72,345.00
72,345.00
(1) The following funds are available to pay the interest payment due February 1, 2018.
Capitalized Interest: 10,963.33
2
TAX LEVY CALCULATION
Issue ID# 329561
City of St. Anthony, MN Dated Date: 5/18/2017
$5,310,000 General Obligation Bonds, Series Call Date: 2/1/2026
2017A
Current Ref 2009A Bds - Improvement Portion
Tax
Tax
Bond
Total P & I
P & I @ 105%
(1) Less: Special
Net Levy
Levy
Year
Collect
Collect
Vnar
Pay
Pay
Assessments
Year
Vear
Vear
2016
/
2017
2016
/
2017
/
2018
188,567.92
197,996.32
(23,075.00)
174,921.32
2017
/
2018
/
2019
185,850.00
195,142.50
(22,221.88)
172,920.62
2018
/
2019
/
2020
191,350.00
200,917.50
(21,368.76)
179,548.74
2019
/
2020
/
2021
191,550.00
201,127.50
(20,515.62)
180,611.88
2020
/
2021
/
2022
191,600.00
201,180.00
(19,662.50)
181,517.50
2021
/
2022
/
2023
196,500.00
206,325.00
(18,809.38)
187,515.62
2022
/
2023
/
2024
196,100.00
205,905.00
(17,956.26)
187,948.74
(1) Projected special assessment revenue based on $130,000.00 assessed at 5.250%
TAX LEVY CALCULATION
IssueID# 329561
City of St. Anthony, MN Dated Date: 5/18/2017
$5,310,000 General Obligation Bonds, Series Call Date: 2/1/2026
2017A
Current Ref 2009A Bds - Tax Abatement Portion
Tax
Tax
Bond
Total P & I
P & I @ 105%
Net Levy
Levy
Collect
Pay
Year
Year
Vear
2016
/
2017
/
2018
112,604.58
118,234.81
118,234.81
2017
/
2018
/
2019
117,200.00
123,060.00
123,060.00
2018
/
2019
/
2020
114,350.00
120,067.50
120,067.50
2019
/
2020
/
2021
116,500.00
122,325.00
122,325.00
2020
/
2021
/
2022
118,500.00
124,425.00
124,425.00
2021
/
2022
/
2023
120,350.00
126,367.50
126,367.50
2022
/
2023
/
2024
122,050.00
128,152.50
128,152.50
NOTICE OF REDEMPTION
$5,175,000 General Obligation Bonds, Series 2009A
Dated May 7, 2009
City of St. Anthony, Minnesota
NOTICE IS HEREBY GIVEN that the City of St. Anthony, Minnesota (the "City") has called for
redemption and prepayment on June 1, 2017, the outstanding bonds of the above - referenced issue
maturing on February 1 in the following years, in the principal amounts and having the interest rates and
CUSIP numbers listed below (the "Bonds "):
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date
of redemption. Holders of the Bonds should present them for payment to Wells Fargo Bank, National
Association, St. Paul, Minnesota, on or before said date, when they will cease to bear interest, in the
following manner:
By Mail or Courier Service: By Registered or Certified Mail: In Person, By Hand:
Wells Fargo Bank, N.A.
Corporate Trust Operations
N9300 -070
600 South 0 Street, 7i' Floor
Minneapolis, MN 55415 -1526
Wells Fargo Bank, N.A.
Corporate Trust Operations
P. O. Box 1517
Minneapolis, MN 55480 -1517
Corporate Trust Operations
MAC N9300 -060
600 South 4" Street, 6" Floor
Minneapolis, MN 55415 -1526
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001,
federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the
time the payment by the redeeming institutions if they are not provided with your social security number
or federal employer identification number, properly certified. This requirement is fulfilled by submitting
a W -9 Form, which may be obtained at a bank or other financial institution.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to its correctness indicated in this Notice of Redemption. It is included solely for
the convenience of the Holders.
Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc.,
3060 Centre Point Drive, Roseville, Minnesota 55113 -1105 (651- 697 - 8500), financial advisor to the
County.
Dated:
2017.
BY ORDER OF THE CITY COUNCIL
CITY ST. ANTHONY, MINNESOTA
Mark Casey, City Manager
* Denotes full call of CUSIP.
Interest
CUSIP
Interest
CUSIP
Year
Amount
Rate
Number*
Year
Amount
Rate
Number*
2018
$260,000
3.000%
787260 VC9
2022
$310,000
3.750%
787260 VGO
2019
270,000
3.200
787260 VD7
2023
325,000
3.875
787260 VH8
2020
285,000
3.400
787260 VE5
2024
340,000
4.000
787260 VJ4
2021
295,000
3.600
787260 VF2
2025
350,000
4.000
787260 VK1
The Bonds will be redeemed at a price of 100% of their principal amount plus accrued interest to the date
of redemption. Holders of the Bonds should present them for payment to Wells Fargo Bank, National
Association, St. Paul, Minnesota, on or before said date, when they will cease to bear interest, in the
following manner:
By Mail or Courier Service: By Registered or Certified Mail: In Person, By Hand:
Wells Fargo Bank, N.A.
Corporate Trust Operations
N9300 -070
600 South 0 Street, 7i' Floor
Minneapolis, MN 55415 -1526
Wells Fargo Bank, N.A.
Corporate Trust Operations
P. O. Box 1517
Minneapolis, MN 55480 -1517
Corporate Trust Operations
MAC N9300 -060
600 South 4" Street, 6" Floor
Minneapolis, MN 55415 -1526
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001,
federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the
time the payment by the redeeming institutions if they are not provided with your social security number
or federal employer identification number, properly certified. This requirement is fulfilled by submitting
a W -9 Form, which may be obtained at a bank or other financial institution.
The Registrar shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to its correctness indicated in this Notice of Redemption. It is included solely for
the convenience of the Holders.
Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc.,
3060 Centre Point Drive, Roseville, Minnesota 55113 -1105 (651- 697 - 8500), financial advisor to the
County.
Dated:
2017.
BY ORDER OF THE CITY COUNCIL
CITY ST. ANTHONY, MINNESOTA
Mark Casey, City Manager
* Denotes full call of CUSIP.
HENNEPIN 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 April 25, 2017, by the City Council of St. Anthony, Minnesota,
setting forth the form and details of an issue of 55,310,000 General Obligation Bonds,
Series 2017A dated the date of issuance thereof.
I further certify that the issue has been entered on my bond register and the taxes required
by law have been levied as required by Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal on the day of 2017.
Hennepin County Auditor
(SEAL)
RAMSEY 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 April 25, 2017, by the City Council of St. Anthony, Minnesota, setting forth the
form and details of an issue of $5,310,000 General Obligation Bonds, Series 2017A dated the
date of issuance thereof.
I further certify that the issue has been entered on my bond register and the taxes required
by law have been levied as required by Minnesota Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal on the day of 2017.
Ramsey County Auditor
(SEAL)