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Home My WebLink AboutRES 19-055 AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,480,000 GENERAL OBLIGATION BONDS, SERIES 2019ACERTIFICATION OF MINUTES RELATING TO 2,480,000 GENERAL OBLIGATION BONDS, SERIES 2019A Issuer: City of St. Anthony, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on June 25, 2019, at 7:00 p.m., at the City Hall. Members present: J C.\, S1 \Ll Fous\) Grc , Members absent: NC A Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 19-055 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,480,000 GENERAL OBLIGATION BONDS, SERIES 2019A 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`1' day of June, 2019. City lerk 4837-9618-8312\5 It was reported that two (2) proposals for the purchase of $2,480,000 General Obligation Bonds, Series 2019A, were received prior to 11:00 A.M., Central Time, on Tuesday, June 25, 2019, pursuant to the Preliminary 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) 1 4837-9618-8312\5 EE EHLERS BID TABULATION 2,720,000* General Obligation Bonds, Series 2019A City of St. Anthony, Minnesota SALE: June 25, 2019 AWARD: NORTHLAND SECURITIES, INC. Rating: S&P Global Ratings "AA" Tax Exempt - Bank Qualified NAME OF BIDDER NET TRUE MATURITY REOFFERING INTEREST INTEREST February 1) RATE _ YIELD PRICE COST RATE NORTHLAND SECURITCES, INC. 82,953,680.05 8386,062.03 2.0686% Minneapolis, Minnesota 2021 4.000% 1.450% 2022 4.000% 1.480% United Banker's Bank 2023 4.000% 1.500% D.A. Davidson 2024 4.000% 1.550% 2025 4.000% 1.600% 2026 4.000% 1.660% 2027 4.000% 1.720% 2028' 3.000% 2.000% 2029' 3.000% 2.000% 20301 3.000% 2.000% 20312 3.000% 2.300% 20322 3.000% 2.300% 20337 3.000% 2.300% 20343 3.000% 2.500% 20353 3.000% 2.500% BARD 82,944,493.90 S345,248.18 7.1228%. Milwaukee, Wisconsin Subsequent to bid opening the issue size was decreased to $2,480,000. Adjusted Price - $2,694,730.72 Adjusted Net Interest Cost - $359,705.94 1$235,000 Term Bond due 2030 with mandatory redemption in 2028-2029. 260,000 Term Bond due 2033 with mandatory redemption in 2031-2032. 3 $185,000 Term Bond due 2035 with mandatory redemption in 2034. Adjusted TIC - 2.0756% BUILDING COMMUNITIES IT'S WHAT WE DO. ( inFo'nch:ers-inc.cDr ! ;800) 552-1171 rr) www.ehiers-iic.com 2 4837-9618-8312\5 Councilmember SV11 LC„ introduced the following resolution and moved its adoption, which motion was seconded by Councilmember r6. RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,480,000 GENERAL OBLIGATION BONDS, SERIES 2019A BE IT RESOLVED by the City Council (the "Council") of the City of St. Anthony, Minnesota (the "City"), as follows: SECTION 1. AUTHORIZATION AND SALE. 1.01. Authorization. To finance various storm water improvements to address flooding issues and installation of utilities and a new sidewalk along County Road C (the "Tax Abatement Project"), this Council, by resolution adopted after a public hearing on June 11, 2019 (the "Abatement Resolution"), granted an abatement for fifteen (15) years of property taxes to be imposed by the City on certain parcels in the City, pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815 (the "Tax Abatement"). Subsequent to such approval, the Council has determined to defer the flood control portion of the Tax Abatement Project. The revenues received by the City from such Tax Abatement are herein referred to as the "Tax Abatement Revenue." This Council hereby determines that it is in the best interest of the City to issue its 2,480,000 General Obligation Bonds, Series 2019A (the "Bonds"), for the purpose of: a) currently refunding the February 1, 2020, through February 1, 2026, maturities of the City's $1,375,000 General Obligation Street Reconstruction Bonds, Series 2010A (the "Series 2010A Bonds"), dated, as original issued, as of May 20, 2010, aggregating $725,000 in outstanding principal amount; b) currently refunding the February 1, 2021, through February 1, 2027, maturities of the City's $2,955,000 General Obligation Improvement Bonds, Series 2011 A (the "Series 2011 A Bonds," and together with the Series 2010A Bonds, the "Refunded Bonds"), dated, as original issued, as of April 12, 2011, aggregating $1,145,000 in outstanding principal amount; c) financing the Tax Abatement Project, and d) funding costs of issuance of the Bonds. The Series 2010A Bonds were issued to finance the costs of certain street reconstruction projects (the "Street Reconstruction Project") in the City. The Series 2011A Bonds were issued to finance various water, street, and sewer improvements (the "Improvement Project," and together with the Tax Abatement Project and the Street Reconstruction Project, the "Project") and to refund certain of the City's outstanding general obligation bonds. The Refunded Bonds will be redeemed on August 1, 2019 (the "Redemption Date"). The City anticipates substantial debt service savings to result from the refunding of the Refunded Bonds. 1 4837-9618-8312\5 The portion of the Bonds ($1,145,000) being issued to finance the Tax Abatement Project is being issued pursuant to Minnesota Statutes, Chapters 475 and Section 469.1814 (the "Tax Abatement Bonds"). The portion of the Bonds ($565,000) being issued to refinance the Street Reconstruction Project is being issued for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475 and Section 475.58, subdivision 3b (the "Street Reconstruction Bonds"). The portion of the Bonds ($770,000) being issued to refinance the Improvement Project is being issued for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475 and Chapter 429 (the Improvement Bonds"). Maturity schedules for each portion of the Bonds are attached hereto as Exhibit A. 1.02. Sale. The City has retained Ehlers and Associates, Inc. ("Ehlers") as independent municipal advisor in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph 9, the requirements as to a public sale do not apply to the issuance of the Bonds. Pursuant to the Preliminary Official Statement and Terms of Proposal prepared on behalf of the City by Ehlers, 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 Northland Securities, Inc. of Minneapolis, Minnesota, and associates (the "Purchaser"). It is hereby determined to issue the Bonds at a purchase price of $2,694,730.72 (representing the principal amount of $2,480,000, plus an original issue premium of $225,915.25 less an underwriter's discount of $11,184.53) plus accrued interest, if any, and upon the further terms and conditions set forth herein. 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 Terms of Proposal. 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 2 4837-9618-831215 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: Year Amount Rate Year Amounts Rate 2021 $240,000 4.00% 2026 $295,000 4.00% 2022 250,000 4.00 2027 195,000 4.00 2023 265,000 4.00 2030 235,000 3.00 2024 270,000 4.00 2033 260,000 3.00 2025 285,000 4.00 2035 185,000 3.00 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, 2020, 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 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, 2029, 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, 2028, 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. 3 4837-9618-8312\5 Bonds maturing on February 1, 2030, 2033, and 2035 (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 2029 75,000 80,000 The remaining $80,000 stated principal amount of such Bonds shall be paid at maturity on February 1, 2030. Year Principal Amount 2031 2032 85,000 85,000 The remaining $90,000 stated principal amount of such Bonds shall be paid at maturity on February 1, 2033. Year Principal Amount 2034 $90,000 The remaining $95,000 stated principal amount of such Bonds shall be paid at maturity on February 1, 2035. Notice of redemption shall be given as provided in the preceding paragraph. 2.05. Appointment of Registrar. 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. 4 4837-9618-8312\5 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 5 4837-9618-8312\5 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 terms it shall not be necessary to issue a new Bond prior to payment. i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. j) 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: 6 4837-9618-831215 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 7 4837-9618-8312\5 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 B attached hereto. Section 3. USE OF PROCEEDS. 3.01. Construction Fund There is hereby established on the official books and records of the City a General Obligation Bonds, Series 2019A 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 Tax Abatement Project financed by the Tax Abatement Bonds have been paid. To the Construction Fund there shall be credited from the proceeds of the Tax Abatement Bonds an amount equal to $1,207,978.35, representing the estimated cost of the Tax Abatement Project 1,180,000.00) and costs of issuance of the Tax Abatement Bonds ($27,978.35), and from the Construction Fund there shall be paid all construction costs and expenses of the Tax Abatement Project, including costs of issuance of the Tax Abatement Bonds. After payment of all construction costs of the Tax Abatement Project, the Construction Fund shall be discontinued and any Tax Abatement Bond proceeds remaining therein shall be credited to the Sinking Fund established by Section 4 hereof, provided that under no circumstances shall amounts remain in the Construction Fund after July 18, 2024, unless the City has received from bond counsel an opinion that maintenance after such date is permitted by applicable laws and does not impair the exemption of interest on the Bonds from federal income taxes. 3.02 Refunding a) Proceeds of the Street Reconstruction Bonds in the amount of $604,000.00 shall be deposited in the sinking fund established for the Series 2010A Bonds to be applied to their payment 8 4837-9618-8312\5 on the Redemption Date and proceeds of the Street Reconstruction Bonds in the amount of 13,292.56 shall be used to pay costs of issuance of the Street Reconstruction Bonds. b) Proceeds of the Improvement Bonds in the amount of $827,000 shall be deposited in the sinking fund established for the Series 2011A Bonds to be applied to their payment on the Redemption Date, and proceeds of the Improvement Bonds in the amount of $17,977.09 shall be used to pay costs of issuance of the Improvement Bonds. SECTION 4. GENERAL OBLIGATION BONDS, SERIES 2019A BOND FUND. The Bonds shall be payable from a separate General Obligation Bonds, Series 2019A 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) any funds received from the Purchaser upon delivery of the Bonds in excess of the amounts specified in Section 3 above; b) ad valorem taxes pledged pursuant to the resolution authorizing the issuance of the Series 2010A Bonds; c) special assessments and ad valorem taxes pledged pursuant to the resolution authorizing issuance of the Series 2011A Bonds; d) Tax Abatement Revenues; d) all excess amounts on deposit in the debt service funds maintained for the payment of the Refunded Bonds upon the retirement of the Refunded Bonds on the Redemption Date; e) any taxes collected pursuant to Section 6 hereof; and f) 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 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 9 4837-9618-8312\5 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. For the payment of the cost of each of the improvements financed by the Improvement Bonds, the City has levied special assessments against all assessable lots, tracts and parcels of land benefited thereby and located within the area proposed to be assessed therefor, based upon the benefits received by each such lot, tract or parcel, in an aggregate principal amount not less than twenty percent (20%) of the cost of the Improvement Project. In the event that any such assessment shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the City or this Council or any of the City's officers or employees, either in the making of such assessment or in the performance of any condition precedent thereto, the City and this Council hereby covenant and agree that they will forthwith do all such further acts and take all such further proceedings as may be required by law to make such assessments a valid and binding lien upon such 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 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 in Exhibit C 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 10 4837-9618-8312\5 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 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 Construction Fund will be expended solely for the payment of the costs of the Tax Abatement 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 11 4837-9618-8312\5 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 may be 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 to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, 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 Bonds are designated 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 this Council hereby finds that the reasonably anticipated amount of 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 the purpose of this representation) which will be issued by the City and all subordinate entities during calendar year 2019 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 Tax Abatement 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 Tax Abatement Project meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the Tax Abatement 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. 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 12 4837-9618-8312\5 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, 2019, 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 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, US Census Data/Population Trend, and Employment/Unemployment Data. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been 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 13 4837-9618-8312\5 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; 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. 0) incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other 14 4837-9618-8312\5 P) similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. For purposes of the events identified in paragraphs (0) and (P) above, the term "financial obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) a guarantee of (i) or (ii). The term "financial obligation" shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. As used herein, for those events that must be reported if material, an event is "material" if it is an event as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, an event is also "material" if it is an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 3) In a timely manner, notice of the occurrence of any of the following events or conditions: A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); C) the termination of the obligations of the City under this section pursuant to subsection (d); D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and E) any change in the fiscal year of the City. 15 4837-9618-8312\5 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. 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. 16 4837-9618-8312\5 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, is hereby approved. Ehlers, 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 Old National Bank, on the closing date for further distribution as directed by Ehlers. 9.05. Redemption of Refunded Bonds. The City Manager is hereby directed to advise: a) Wells Fargo Bank, National Association, Minneapolis, Minnesota, as paying agent for the Series 2010A Bonds, to call the Series 2010A Bonds for redemption and prepayment on the Redemption Date, substantially in the form attached hereto as Exhibit D, all in accordance with the provisions of the resolutions authorizing the issuance of the Series 2010A Bonds; and b) Bond Trust Services Corporation, Roseville, Minnesota, as paying agent for the Series 2011A Bonds, to call the Series 2011A Bonds for redemption and prepayment on the Redemption Date, substantially in the form attached hereto as Exhibit E, all in accordance with the provisions of the resolutions authorizing the issuance of the Series 2011A Bonds. 17 4837-9618-831215 9.06 Effective Date. This resolution shall be in full force and effect from and after its passage. Adopted this 25t1' day of June, 2019. ATTEST: Reviewed for administration: Jerome O. Faust, Mayor Mark Casey`City, Manager 18 4837-9618-8312\5 EXHIBIT A Maturity Schedules Maturity schedule for the Tax Abatement Bonds Year Principal Year Principal 2021 $ 60,QQ0 . 2033 260,000 2022 60,000 2035 185,000 2023 65,000 2024 65,000 2025 70,000 2026 70,000 2027 75,000 2030 235,000 Maturity schedule for the Street Reconstruction Bonds Year Principal 2021 $ 80,000 2022 90,000 2023 95,000 2024 95,000 2025 100,000 2026 105,000 Maturity schedule for the Improvement Bonds Year Principal 2021 $100,000 2022 100,000 2023 105,000 2024 110,000 2025 115,000 2026 120,000 2027 120,000 A-1 4837-9618-8312\5 EXHIBIT B UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION BONDS, SERIES 2019A • R- $ Interest Rate Maturity Date Date of Original Issue CUSIP No. February 1, 20_ July 18, 2019 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS 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 1 and August 1 in each year, commencing February 1, 2020 (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 $2,480,000 issued pursuant to a resolution adopted by the City Council on June 25, 2019 (the "Resolution"), to finance various storm water improvements to address flooding issues and installation of utilities and a new sidewalk along County Road C, to currently refund certain of the City's general obligations issued to finance street reconstruction projects in the City and various water, street, and sewer improvements, and to fund the costs of issuance of the Bonds. This Bond is 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, B-1 4837-9618-831215 Chapter 475 and 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, 2029, 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, 2028, 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 2030, 2033, and 2035 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 Maturing in 2030 Term Bonds Maturing in 2033 Sinking Fund Aggregate Payment Date Principal Amount 2028 2029 2030 (final maturity) 75,000 80,000 80,000 Sinking Fund Aggregate Payment Date Principal Amount 2031 2032 2033 (final maturity) Term Bonds Maturing in 2035 Sinking Fund Aggregate Payment Date Principal Amount 2034 $90,000 2035 (final maturity) 95,000 85,000 85,000 90,000 Notice of redemption shall be given as provided in the preceding paragraph. 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 B-2 4837-9618-8312\5 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 haver been designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) ofthe Internal Revenue Code of 1986, as amended. 14-1111 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 refinance improvement 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 2019A 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. B-3 4837-9618-831215 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. 144 facsimile signattfre — City Manager) CITY OF ST. ANTHONY, MINNESOTA 1 facsimile signature — Mayor) 4 liar.% ;--- 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 B-4 4837-9618-8312\5 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) 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 Minor) 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: Signature Guaranteed: 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(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: B-5 4837-9618-8312\5 TAX LEVY CALCULATION City of St. Anthony, MN EXHIBIT C Special Assessments and Tax Levies Issue IC* 333583 2,480,000 General Obligation Bonds, Series 2019A 1,145,000 New Money Portion Dated Date: 7/18/2019 Call Date: 2/1/2028 Tax Tax Bond Levy Collect Pay Funds Available Less: Tax Year Year Year Total P & I (1) P & I @ 105%• Abatement Net Levy 2018 / 2019 / 2020 20,908.33 (20,908.33) 0.00 0.00 2019 / 2020 / 2021 99,000.00 103,950.00 (76,333.33) 27,616.67 2020 / 2021 / 2022 96,600.00 101,430.00 (76,333.33) 25,096.67 2021 / 2022 / 2023 99,200.00 104,160.00 (76,333.33) 27,826.67 2022 / 2023 / 2024 96,600.00 101,430.00 (76,333.33) 25,096.67 2023 / 2024 / 2025 99,000.00 103,950.00 (76,333.33) 27,616.67 2024 / 2025 / 2026 96,200.00 101,010.00 (76,333.33) 24,676.67 2025 / 2026 / 2027 98,400.00 103,320.00 (76,333.33) 26,986.67 2026 / 2027 / 2028 95,400.00 100,170.00 (76,333.33) 23,836.67 2027 / 2028 / 2029 98,150.00 103,057.50 (76,333.33) 26,724.17 2028 / 2029 / 2030 95,750.00 100,537.50 (76,333.33) 24,204.17 2029 / 2030 / 2031 98,350.00 103,267.50 (76,333.34) 26,934.16 2030 / 2031 / 2032 95,800.00 100,590.00 (76,333.34) 24,256.66 2031 / 2032 / 2033 98,250.00 103,162.50 (76,333.34) 26,829.16 2032 / 2033 / 2034 95,550.00 100,327.50 (76,333.34) 23,994.16 2033 / 2034 / 2035 97,850.00 102,742.50 (76,333.34) 26,409.16 Totals 1,481,008.33 (, 9 908.33) 1,533,105.00 (1,145,000.001 388,105.00 1) The following funds are available to pay the interest payment due February 1, 2020. Capitalized Interest: 20,908.33 Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. The City is required to levy an amount sufficient to cover 105% of principal and interest payments, totaling 1,533,105. FREERS C-1 4837-9618-8312\5 565,000 Current Refunding of Series 2010A Portion Tax Levy Tax Collect Bond Pay (1) Less: Special Year Year Year Total P & I P & 1105% Assessments Net Levy 2018 / 2019 / 2020 12,116.11 12,721.92 (4,634.00] 8,087.92 2019 / 2020 / 2021 102,600.00 107,730.00 (4,459.00) 103,271.00 2020 / 2021 / 2022 109,400.00 114,870.00 (4,283.00] 110,587.00 2021 / 2022 / 2023 110,800.00 116,340.00 (4,107.00) 112,233.00 2022 / 2023 / 2024 107,000.00 112,350.00 (3,931.00) 108,419.00 2023 / 2024 / 2025 108,200.00 113,610.00 (3,756.00) 109,854.00 2024 / 2025 / 2026 109.200.00 114,660.00 (3.580.00) 111 080.00 Totals 659,316.11 692,281.92 (28,750.00) 663,531.92 1) Projected special assessment revenue based on $110,000 assessed at 5.25096 Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. Notes; Original tax levies for collection years 2019 through 2025 on the Series 2010A Bonds will be cancelled. EHLERS P C-2 4837-9618-8312\5 TAX LEVY CALCULATION Issue ID# 333583 City of St. Anthony, MN Dated Date: 7/18/2019 2,480,000 General Obligation Bonds, Series 2019A CaII Date: 2/1/2028 770,000 Current Refunding of Series 2011A Portion Tax Levy Tax Collect Bond Pay (1) Less: Special Year Year Year Total P & I P & I 0 105% Assessments Net Levy 2018 / 2019 / 2020 16,512.22 17,337.83 (12,117.00) 5,220.83 2019 / 2020 / 2021 130,800.00 137,340.00 (11,687.00) 125,653.60 2020 / 2021 / 2022 126,800.00 133,140.00 (11,257.00) 121,883.00 2021 / 2022 / 2023 127,800.00 134,190.00 (10,827.00) 123,363.00 2022 / 2023 / 2024 128,600.00 135,030.00 (10,397.00) 124,633.00 2023 / 2024 / 2025 129,200.00 135,660.00 (9,966.00) 125,694.60 2024 / 2025 / 2026 129,600.00 136,080.00 (9,536.00] 126,544.00 2025 / 2026 / 2027 124,800.00 131,040.00 (9.106.001 121.934.00 Totals 914,112.22 959,817.83 (84,893.00i 874,924.83 1) Projected special assessment revenue based on $388,756.11 assessed at 5.000% Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. Notes: Original tax levies for collection years 2019 through 2026 on the Series 2011A Bonds will be cancelled. FREERS C-3 4837-9618-8312\5 EXHIBIT D NOTICE OF REDEMPTION 1,375,000 General Obligation Street Reconstruction Bonds, Series 2010A Dated May 20, 2010 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 August 1, 2019, 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"): Interest CUSIP Interest CUSIP Year Amount Rate Number* Year Amount Rate Number* 2020 $ 95,000 3.100% 787260WC8 2024 $ 105,000 3.375% 787260WG9 2021 95,000 3.125 787260WD6 2025 110,000 3.600 787260WH7 2022 100,000 3.300 787260WE4 2026 115,000 3.625 787260WJ3 2023 105,000 3.375 787260WF1 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, Minneapolis, 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. Wells Fargo Bank, N.A. Corporate Trust Operations Corporate Trust Operations Corporate Trust Operations MAC N9300-060 N9300-070 P. O. Box 1517 600 South 4th Street, 66 Floor 600 South 4t Street, 7th Floor Minneapolis, MN 55480-1517 Minneapolis, MN 55415-1526 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 Fonn, which may be obtained at a bank or other fmancial 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), fmancial advisor to the County. Dated: / ' a , 2019. BY ORDER OF THE CITY COUNCIL CITY ST. HO, MINNESOTA By s/ Denotes full call of CUSIP. Mark Casey, City Man. _er 4837-9618-8312\5 EXHIBIT E NOTICE OF REDEMPTION 2,955,000 General Obligation Improvement Bonds, Series 2011A Dated April 12, 2011 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 August 1, 2019, 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"): Interest CUSIP Year Amount Rate Number* 2021 $260,000 3.25% 787260WU8 2023 275,000 3.50 787260WW4 2025 295,000 3.75 787260WY0 2027 315,000 4.00 787260XA1 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 Bond Trust Services Corporation, Attention Bond Trust Services, 3060 Centre Point Drive, Roseville, Minnesota 55113. 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: G - S , 2019. BY ORDER OF THE CITY COUNCIL CITY ST. ATTHONY, MINNESOTA By s/ Denotes full call of CUSIP. Mark Casey, City Manag r 4837-9618-831215 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 June 25, 2019, by the City Council of St. Anthony, Minnesota, setting forth the form and details of an issue of $2,480,000 General Obligation Bonds, Series 2019A 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 , 2019. Hennepin County Auditor SEAL) 4837-9618-8312\5 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 June 25, 2019, by the City Council of St. Anthony, Minnesota, setting forth the form and details of an issue of $2,480,000 General Obligation Bonds, Series 2019A 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 , 2019. Ramsey County Auditor SEAL) 4837-9618-8312\5