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HomeMy WebLinkAboutRES 21-045 RELATING TO $2,970,000 GENERAL OBLIGATION BONDS SERIES 2021APROPOSALFORM The City Council City of St. Anthony, Minnesota RE: S3,100,000* General Obligation Bonds, Series 2021A (the "Bonds") DATED: May 18, 2021 April 27, 2021 Forall or none of the above Bonds, in accordance with the Tema of Proposal and temu of the Global Book -Entry System (iwless otherwise specified by the Purchaser) as stated in this Official Statement, we will pay you S 3.212}995.90 (not less than 53,062,800) plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows: 2.00 %due 2022 2.00 %due 2028 1.40 1 i %due 2034 2.00 %due 2023 2.00 ---Too- %due 2029 160 T2 %due 2035 200 %due 2024 %due 2030 1.60 '12 %due 2036 2.00 %due 2025 1.10 %due 2031 1.60 T2 e /o due 2037 2.00 %due 2026 1.20 %the 2032 2.00 %due 2027 1.40 TI %due 2033 "The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in inereaems of S5,000 each. Increases or decreases maybe made in any maturity. If anyprincipal amounts are adjusted. the purcimeprice proposed will be adjusted to maintain the some gross spread per S 1,000. The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2022 maturity, then the lowest rate that may be proposed for any toter maturity is 3.50%.) All Bonds of the same maturity most bear interest from date of issue until paid at a single, uniform tate. Each rate must be expressed in an integral multiple of 51100 or 118 of I%. A good faith deposit ("Deposit")in the amount of $62,000 shall be made by the winning bidder by wire transfer of funds. Such Deposit shall be received by Ehlers no later than two hours after the proposal opening time. Wire transfer instructions will be provided to the winning bidder by Ehlers after the tabulation of proposals. The Cityrescrves the right toawardthe Bonds to a winning bidder whose wim transfer is initiated but not received by such time provided that such winning bidder's federal wire reference number has been received by such time. In the event the Deposit is not received as provided above, the City may award the Bonds to the bidder submitting the next best proposal provided such bidder agrees tosuchaward. The Deposit will be retained by the City as liquidated damages if the proposal is accepted and the Purchaser fails to comply therewith. Weagreeto the conditions and duties of Ehlers and Associates,Inc., as escrow holder ofthe Deposit, pursuant to the Terns ofProposal. Thisproposol is forpronhpt acceptance and is conditional upon delivery of said Bonds to The Depository Trust Company, New York, New York, in accordance with the Terms of Proposal. Delivery is anticipated to be on or about May 18.202 1. This proposal is subject to die City's agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated bythe Securities and Exchange Commission wider the Securities Exchange Act of 1934 as described in the Preliminary Official Statement f rrthe Bonds. We lave received and reviewed the Official Statement, and any addenda thereto, and have submitted our requests for additional information or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Bonds within 24 horns of the proposal acceptance. This proposal is a firm offer for the purchase of the Bonds identified in tbeTerms ofPropmal, on the terns act forth in this proposal form and the Turns of Proposal, and is not subject to any conditions, except as permitted by the Tema of Proposal. By submitting this proposal, we confine that we are an underwriter and have an established industry reputation for underwriting new issuances of municipal bonds. YES: X NO: If die compelitve sale requirements are not mel, we elect to ase either the: l0%test, or the laid -the -offering -price role to determine the issue price of the Bonds. Account Mana ter' Northland Securities, Inc. By: � �� Account MET—=: UBB & D.A. Davidson Award will be on a true interest cost basis. According to oar computations (the comet computation being controlling in the award), the total dollar interest cost (including any discount or less any premium) computed from May 18, 2021 of the above proposal is S 246,666.74 and the true interest cost (TIC) is 1.1466880/a. The foregoing offer ' hereby acfcpred by and on behalf of the City Council of the City �of SI. Anthony, Minnesota, on April 27, 2021. Title: Title_ G " Subsequent to bid opening the issue size was decreased to $2,970,000. Adjusted Price -$3,078,035.09 Adjusted Net Interest Cush -5241.32250 Adjusted TIC -1.1523% CERTIFICATION OF MINUTES RELATING TO $2,970,000 GENERAL OBLIGATION BONDS, SERIES 2021A Issuer: City of St. Anthony, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting, held on April 27, 2021, at 7:00 p.m., at the City Hall in St. Anthony, Minnesota. ` l Councilmemberspresent:-911)e, �0"` Vj-)"Or"� �e��/ j Wa- Councilmembers absent: 1v0NX-- Documents Attached: Minutes of said meeting (pages): RESOLUTION NO. 3 I- V/J 7{/ -5 RESOLUTION RELATING TO $2,970,000 GENERAL OBLIGATION BONDS, SERIES 2021A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR AND LEVYING AD VALOREM TAXES FOR THE PAYMENT THEREOF I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of 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 obligations; 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 C7) day of April, 2021. (SEAL) L /�� ity Cler 4813-3012-09294 It was reported that four (4) sealed proposals for the purchase of the $2,970,000 General Obligation Bonds, Series 2021A were received prior to 10:00 A.M., Central Time on April 27, 2021, pursuant to the Preliminary Official Statement distributed to potential purchasers of the Bonds by Ehlers & Associates, Inc., municipal advisors to the City. The proposals have been publically opened, read and tabulated, and the terms of each proposal have been determined to be as follows: (See Attached) 4813-3012-0929\4 ��EHLERS BID TABULATION $3,100,000' General Obligation Bonds, Series 2021A City of St. Anthony, Minnesota SALE: April 27, 2021 AWARD: NORTHLAND SECURITIES, INC. Rating: S&P Global Ratings "AA" Tax Exempt - Bank Qualified 11L4TL'RITS REOFFERWG INTEREST INTEREST k4ME OF BIDDER iFeb.nam 11 RATE STELD PRICE COST ROTE NORTHLAND SECURnTES, INC. Manmapoln,Mmnesota UBS D Dsidwn 2022 IWO% 0-150% 2023 2000'/. 0200% 2024 2.000% 0250% 2025 2.000% 0350•0A 2026 2.0000% 0.450'/. 2027 10000% 0.600% 2028 2.0000/. 0.750Y. 2029 2.000% 0.900% 2030 ION% 1.00D°i. 2031 1.1000% 1.100%. 2032 1.200% 1.2DD% 2033' 1.400% 1.400%. 20341 1.400% 1.400%. 2035' 1.600% 1.6DD% 2036' 1.60D% 1.6000% 2037' 1.600% 1.600% Subsequent to bid opening the issue size was decreased to 52,970,000. Adjusted Price - $3,078,035.09 Adjusted Net Interest Cost - $241,322.50 1$190,000 Tam Bond due 2034 with mandatory redemption in 2033. '$290.000 Tam Bond due 2037 with mandatory redemption in 2035-2036. BUILDING COMMUNMES Ir'S WHAT WE DO 4813-3012-0929\4 $3,212,99590 $246,666.74 1.1466% Adjusted TIC - 1.1523% ,_, m10§enic�s m[ coo fN:'�ri y5)'n' www Mlei= ion ...� AL4T'LIUTY REOFFERINNG LC7EREST r�IEREST tib.\If OF BIDDER (Febman l) RATE YIELD PRICE COST RATE BAIRD Milxoakee. Wisconsin RAYMOND MIES & ASSOCIATES, INC. Mmpbi, Tennessee BOK FINANCIAL SECURITIES. INC. Mihvaukee, Wnc=in Bid Tabulation City of St- Anthony, Minnesota 43.100.000' General Obligation Bonds, Series 2021A 4813-3012-0929\4 $3,368.047.75 8261277.53 83.357.485.45 8271.839.83 $3,247,906.15 8272,866.07 1.1777': 1.2282/. 1.2535% April 27. 2021 Page 2 Councilmember WAS kle- introduced the following resolution (the "Resolution") and moved its adoption, which motion 'w/as seconded by Councilmember W RESOLUTION NO. � LO RESOLUTION RELATING TO $2,970,000 GENERAL OBLIGATION BONDS, SERIES 2021A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR AND LEVYING AD VALOREM TAXES FOR THE PAYMENT THEREOF 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. This Council has determined that it is in the best interests of the City to issue its $2,970,000 General Obligation Bonds, Series 2021A, of the City (the "Bonds") for the purpose of. (a) financing the 2021 road reconstruction projects within the City (the "2021 Improvements"); (b) refunding the February 1, 2022 through February 1, 2029 maturities (the "Refunded Bonds") of the City's $1,775,000 General Obligation Improvement Bonds, Series 2013B, dated, as originally issued, as of April 23, 2013 (the "Series 2013B Bonds"); and (c) funding the costs of issuance of the Bonds. The portion of the Bonds ($2,085,000) being issued to finance the 2021 Improvements is referred to as the "Improvement Bonds" and is being issued pursuant to Minnesota Statutes, Chapters 429 and 475. The Series 2013B Bonds were issued for the purpose of financing the City's 2013 street reconstruction projects (the "2013 Improvements," and together with the 2021 Improvements, the "Improvements"). The Refunded Bonds will be redeemed on June 1, 2021 (the "Redemption Date"). The City anticipates substantial debt service savings to result from the refunding of the Refunded Bonds. The portion of the Bonds being issued to refund the Refunded Bonds ($885,000) is referred to as the "Refunding Bonds" and is being issued pursuant to Minnesota Statutes, Chapters 429 and 475, and Section 475.67. Maturity schedules for each portion of the Bonds are attached hereto as Schedule I. 1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent municipal advisor ("Ehlers"), to assist the City in connection with the sale of the Bonds. The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the City by Ehlers, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been 4813-3012-09294 opened, publicly read and considered, and the purchase price, interest rates and net interest cost under the terns of each proposal have been determined. The most favorable proposal received is that of Northland Securities, Inc., of Minneapolis, Minnesota, and associates (the "Purchaser"), to purchase the Bonds at a price of $3,078,035.09, the Bonds to bear interest at the rates set forth in Section 2.02. 1.03. Award; Conditions Precedent. Subject to the improvement hearing being held for the 2021 Improvements and the ordering of the 2021 Improvements by four-fifths of all members of the Council, as required under Minnesota Statutes Section 429.031, Subdivision 1(f), the sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the City for the sale of the Bonds 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. Except as described in Section 1.03 hereof, 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 prior to the issuance of the Bonds have been done, do exist, have happened, and have been performed, wherefore it is now necessary for this Council to establish the form and terms of the Bonds, to provide for the security thereof, and to issue the Bonds forthwith. 2.02. Maturities, Interest Rates, Denominations, Payment. The Bonds shall bear a date of original issue of May 18, 2021, shall be issuable in the denomination of $5,000 each or any integral multiple thereof, shall mature on February 1 in the years and amounts set forth below, and Bonds maturing in such years and amounts shall bear interest from the date of original issue until paid or duly called for redemption at the rates per annum shown opposite such years and amounts as follows: Year Amount Rate Year Amount Rate 2022 $110,000 2.000% 2029 $280,000 2.000% 2023 255,000 2.000 2030 165,000 2.000 2024 265,000 2.000 2031 170,000 1.100 2025 265,000 2.000 2032 170,000 1.200 2026 265,000 2.000 2034 190,000 1.400 2027 270,000 2.000 2037 290,000 1.600 2028 275,000 2.000 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. 4813-3012-0929\4 2.03. Dates, 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, 2022, 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, 2031, 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, 2030, 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, 2034 and 2037 (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 2033 $95,000 2034* 95,000 *Final Maturity 3 4813-3012-0929\4 Year Principal Amount 2035 $ 95,000 2036 95,000 2037* 100,000 *Final Maturity or, if less than such amount of Term Bonds is outstanding on any such Sinking Fund Payment Date, an amount equal to the aggregate principal amount of all Tenn Bonds then Outstanding. If Term Bonds are redeemed at the option of the City pursuant to this section, the Tenn Bonds so optionally redeemed may, at the option of the City, be applied as a credit against any subsequent mandatory sinking fund payment with respect to Term Bonds otherwise to be redeemed thereby, such credit to be equal to the principal amount of such Term Bonds redeemed pursuant to this section, provided that the City shall have delivered to the Registrar not less than forty-five (45) days before such Sinking Fund Payment Date a written statement of its election to apply such Tenn Bonds as such a credit. In such case, the Registrar shall reduce the amount of Tenn Bonds to be redeemed on the Sinking Fund Payment Date specified in such written statement by the principal amount of Term Bonds so redeemed pursuant to this section. Notice of redemption shall be given as provided in the preceding paragraph. 2.05. Appointment of Initial 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 its 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 (30) 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 City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar 0 4813-3012-0929\4 shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated. Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, 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 cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 5 4813-3012-0929\4 (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. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the City Manager to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the purchaser shall not be obligated to see to the application of the purchase price. 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 from the City to DTC. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions 12 4813-3012-0929\4 thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (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 bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (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 hereto. 7 4813-3012-0929\4 SECTION 3. USE OF PROCEEDS. 3.01. Refunding. Proceeds of the Refunding Bonds in the amount of $907,259.17, together with a City equity contribution in the amount of $70,000, shall be deposited in the sinking fund established for the Series 2013B Bonds to be applied to the redemption of the Refunded Bonds on the Redemption Date, and proceeds of the Refunding Bonds in the amount of $20,887.71 shall be used to pay costs of issuance of the Refunding Bonds. The City Manager is hereby directed to advise Bond Trust Services Corporation, Roseville, Minnesota, as paying agent for the Refunded Bonds, to call the Refunded Bonds for redemption and prepayment on the Redemption Date, and to give thirty days' mailed Notice of Redemption, substantially in the form attached hereto, all in accordance with the provisions of the resolution authorizing the issuance of the Series 2013B Bonds. 3.02. General Obligation Bonds, Series 2021A Proiect Fund. There is hereby created a special bookkeeping fund to be designated as the General Obligation Bonds, Series 2021A Project Fund (the "Project Fund"), to be held and administered by the City Manager separate and apart from all other funds of the City. The Project Fund shall be credited with $2,124,229.79, representing the estimated cost of the 2021 Improvements ($2,087,942.50) and costs of issuance of the Improvement Bonds ($36,287.29), from the proceeds from the Improvement Bonds. Prepaid special assessments in the amount of $175,030 shall also be credited to the Project Fund. The City Manager shall maintain the Project Fund until payment of all costs and expenses incurred in connection with the construction of the 2021 Improvements have been paid. After payment of all construction costs and costs of issuance of the Improvement Bonds, the Project Fund shall be discontinued and any Improvement Bond proceeds remaining therein received shall be credited to the Improvement Bond subaccount in the Bond Fund described in Section 3.03 hereof 3.03. General Obligation Bonds, Series 2021A Bond Fund. The Bonds shall be payable from a separate General Obligation Bonds, Series 2021A 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. Within the Debt Service Account (described below) in the Bond fund shall be created the following two subaccounts: (a) Improvement Bond Subaccount. Into the Improvement Bond Subaccount shall be deposited: (i) any funds received from the Purchaser upon delivery of the Bonds in excess of the amounts specified in Section 3.02 above; (ii) Bond proceeds in the amount of $25,658.42; (iii) special assessments pledged to the payment of the Improvement Bonds by Section 4 herein; (iv) any taxes pledged to the payment of the Improvement Bonds by Section 5 herein; and 4813-3012-0929\4 (v) any other funds appropriated by this Council for the payment of the Improvement Bonds. (b) Refunding Bond Subaccount. Into the Refunding Bond Subaccount shall be deposited: (i) any funds received from the Purchaser upon delivery of the Bonds in excess of the amounts necessary to accomplish the refunding described in Section 3.01 herein; (ii) special assessments pledged to the payment of the Refunding Bonds by the resolution authorizing the issuance of the Series 2013B Bonds and by Section 4 herein; (iii) any taxes collected pursuant to Section 5 hereof, and (iv) any other funds appropriated by this Council for the payment of the Refunding Bonds. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account' and the "Surplus Account." All money appropriated or to be deposited in the Bond Fund shall be deposited as received into the Debt Service Account. On each February 1, the City Manager shall determine the amount on hand in the Debt Service Account. If such amount is in excess of one -twelfth of the debt service payable from the Bond Fund in the immediately preceding 12 months, the City Manager shall promptly transfer the amount in excess to the Surplus Account. The City appropriates to the Surplus Account any amounts to be transferred thereto from the Debt Service Account as herein provided and all income derived from the investment of amounts on hand in the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient to meet the requirements of the Bond Fund, 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. 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 4. SPECIAL ASSESSMENTS. For the payment of the cost of the 2013 Irnprovements, the City 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 (201/o) of the cost of the 2013 Improvements. The City hereby covenants and agrees that for payment of the cost of each of the 2021 Improvements it will do and perform all acts and things necessary for the full and valid levy of 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 9 4813-3012-0929\4 parcel, in an aggregate principal amount not less than twenty percent (20%) of the cost of the 2021 Improvements. 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 5. 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 3.03, 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 6 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 paying agent 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 paying agent a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank or trust company qualified by law as an escrow agent for this purpose, cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon to maturity. SECTION 7. TAX COVENANTS, ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 7.01. General Tax Covenant. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation 10 4813-3012-0929\4 under the Internal Revenue Code of 1986, as amended (the "Code"), and Regulations promulgated thereunder (the "Regulations"), as such are enacted or promulgated and in effect on the date of issue of the Bonds, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under such Code and Regulations. The Improvements are 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 Improvements, 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. 7.02. 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 the provisions of Section 148 of the Code, and Section 1.148-2(b)(2) of the Regulations, stating the facts and estimates 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 said Code and Regulations. 7.03. Arbitrage Rebate. (a) It is hereby found that the City has general taxing powers, that no Bond is a "private activity bond" within the meaning of Section 141 of the Code, that 95% or more of the net proceeds of the Bonds are to be used for local governmental activities of the City, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City and all subordinate entities thereof during the year 2021 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(D) of the Code, the City shall not be required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. (b) Notwithstanding the provisions of paragraph (a) of this Section 7.03, if the arbitrage rebate provisions of Section 148(f) of the Code applies to the Bonds, the City hereby covenants and agrees to make the determinations, retain records and rebate to the United States the amounts at the times and in the manner required by said Section 148(f) and applicable Regulations 7.04. Qualified Tax Exempt Obligations. The 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 governmental 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 2021 does not exceed $10,000,000. 7.05. 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 financed facilities 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 a declaration of official intent shall not be required (i) with respect to certain de minimis expenditures, if any, with respect to the financed facilities meeting the requirements of Section 1.150-2(f)(1) of the 11 4813-3012-0929\4 Regulations, or (ii) with respect to "preliminary expenditures" for the financed facilities 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. 7.06. 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 months after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2020, 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 12 4813-3012-0929\4 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," which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure hiformation may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been filed with the SEC or have been made available to the public on the Internet Web site of the Municipal Securities Rulemaking Board (MSRB). If the document incorporated by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be 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; 13 4813-3012-09294 (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 terns, if material; (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 similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and (P) 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. 14 4813-3012-092941 For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. (1) The City agrees to make available to the MSRB, in an electronic format as prescribed by the MSRB from time to time, the information described in subsection (b). (2) All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time. (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 15 4813-3012-0929\4 requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. SECTION 8. CERTIFICATION OF PROCEEDINGS. 8.01. Registration. 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 Auditors' Bond respective registers. 8.02. Certification of Proceedings. The officers of the City and the County Auditors of Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the Purchaser, and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 16 4813-3012-0929\4 8.03. 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. 8.04. 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. 17 4813-3012-09294 Adopted this day of April, 2021. //440 Randy Vle, Mayor ATTEST: (InA �)A) City C erk Reviewed for administration: Charlie Yunker, City Manager M 4813-3012-0929\4 Q Interest Rate EXHIBIT A UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF HENNEPIN AND RAMSEY CITY OF ST. ANTHONY GENERAL OBLIGATION BOND, SERIES 2021A Maturity Date Date of Original Issue _% February 1, 20_ May 18, 2021 OWNER: CEDE & CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS CUSIP No. THE CITY OF ST. ANTHONY, MINNESOTA (the "City"), acknowledges itself to be indebted and, for value received, hereby promises to pay to the registered owner above named, the principal amount indicated above, on the maturity date specified above, with interest thereon from the date of original hereof specified above at the annual rate specified above computed on the basis of a 360 -day year consisting of twelve 30 -day months, payable on February 1 and August 1 in each year, commencing February 1, 2022, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the principal hereof, are payable in lawful money of the United States of America by check or draft of Bond Trust Services Corporation, in Roseville, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the "Bond Registrar"), or its successor designated under the Resolution described herein. This Bond is one of an issue in the aggregate principal amount of $2,970,000 (the "Bonds"), all of like date and tenor except as to serial number, interest rate, redemption privilege and maturity date, issued pursuant to a resolution adopted by the City Council on April 27, 2021 (the "Resolution") to finance various street road reconstruction projects in the City and refund certain of the City's outstanding general obligation bonds, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475 and Section 475.67. 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, 2031, 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, 2030, and on any A-1 4813-3012-0929\4 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. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. Bonds maturing in the years 2034 and 2037 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 2034 Sinking Fund Payment Date 2033 2034 (final maturity) Aggregate Principal Amount $95,000 95,000 Term Bonds Maturing in 2037 Sinking Fund Payment Date 2035 2036 2037 (final maturity) Aggregate Principal Amount $ 95,000 95,000 100,000 or, if less than such amount of Term Bonds is outstanding on any such Sinking Fund Payment Date, an amount equal to the aggregate principal amount of all Term Bonds then Outstanding. If Term Bonds are redeemed at the option of the City pursuant to this section, the Term Bonds so optionally redeemed may, at the option of the City, be applied as a credit against any subsequent mandatory sinking fund payment with respect to Term Bonds otherwise to be redeemed thereby, such credit to be equal to the principal amount of such Term Bonds redeemed pursuant to this section, provided that the City shall have delivered to the Registrar not less than forty-five (45) days before such Sinking Fund Payment Date a written statement of its election to apply such Term Bonds as such a credit. In such case, the Registrar shall reduce the amount of Term Bonds to be redeemed on the Sinking Fund Payment Date specified in such written statement by the principal amount of Term Bonds so redeemed pursuant to this section. A-2 4813-3012-0929\4 Notice of redemption shall be given as provided in the preceding paragraph. The Bonds have been designated as "qualified tax-exempt obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall" be affected by any notice to the contrary. 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 and special assessments on property specially benefited by the improvements financed and refinanced by the Bonds, which taxes 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 and taxes to its General Obligation Bonds, Series 2021 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 manual signature of the authorized representative of the Bond Registrar. A-3 4813-3012-0929\4 IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and Ramsey Counties, State of Minnesota, by its City Council, has caused this Bond to be executed by the signatures of the Mayor and the City Manager and has caused this Bond to be dated as of the date set forth below. (facsimile signature - City Manager) CITY OF ST. ANTHONY, MINNESOTA — LAO (fadsimil gnature - 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 Bond Registrar Authorized Representative A-4 4813-3012-0929\4 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) IT 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: A-5 4813-3012-0929\4 Maturity 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2034 2037 4813-3012-0929A SCHEDULEI MATURITY SCHEDULES Improvement Refunding Bonds Bonds TOTAL -- $110,000 $110,000 $ 150,000 105,000 255,000 155,000 110,000 265,000 155,000 110,000 265,000 155,000 110,000 265,000 155,000 115,000 270,000 165,000 110,000 275,000 165,000 115,000 280,000 165,000 165,000 170,000 170,000 170,000 170,000 190,000 190,000 290,000 290,000 $2,085,000 $885,000 $2,970,000 SCHEDULEII PROJECTED TAX LEVIES AND ASSESSMENTS $2,085,000 Mill/Overlay & Road Reconstruction portions lax lax bond Levy Collect Pay Funds Available (2) Less: Special (3) Less: Special Year Year Year Total p & 1 (i) P & 1 O7 305% Assessments Assessments Net Levy 2020 / 2021 / 2022 25658.42 (25,658.421 0.00 0.00 0.00 0.00 2021 / 2022 / 2023 186,510.00 195,835.50 (17,988.72) (22,352.04) 155,494.74 2022 / 2023 / 2024 188,510.00 197,935.50 (17,591.65) (21,836.22) 158,507.63 2023 / 2024 / 2025 185,410.00 194,680.50 (17,19457) (21,320.42) 156,16551 2024 / 2025 / 2026 182,310.00 191,425.50 (16,797.49) (20,804.60) 153,823 41 2025 / 2026 / 2027 179,210.0D 188,17050 (16,400.41) (20,28&781 151,48131 2026 / 2027 / 2028 186,11000 195,415.50 (16,003.35) (19,772.96) 159,639.19 2027 / 2028 / 2029 182,810.00 191,950.50 (15,606271 (19,257-24) 157,097.09 2028 / 2029 / 2030 179,S10,00 188,485.50 (15,209.19) (18,741.32) 154,534.99 2029 / 2030 ( 2031 181,210.013 190,27050 (14,812.11) (18,225521 157,73287 2030 / 2031 / 2032 179,340.00 188,30700 (14,41505) (17,709.69) 156,182.26 2031 / 2132 / 2033 102,300.00 207,415.013 (14,01796) 93,397.04 2032 / 2033 / 2034 100,970.00 106,01850 (13,620.88) 92,397.62 2033 / 2034 / 2035 99,64000 104,622.00 (13,22380) 91,398.20 2034 / 2035 / 2036 98,120.00 103,026.00 (12,826.74) 90,199.26 2035 / 2036 1 2037 101.60000 30608(l.00 111479 661 oa 9Cn m The following funds are available to pay the interest payment due February 1, 2022 Deposit to Capitalised Interest Fund: 25,658.42 (2) projected special assessment revenue baud on $180488.80 assessed at 3300% 13) projected special assessment revenue baud on $171,938.79 assessed at 3.000% Cashflow and levy needs should be reviewed annually to account for prepaid and/or defioquent assessments, 4813-3012-0929\5 $885,000 Current Ref 20138 GO Imp Portion (1) Projected special assessment revenue based on 588,529.92 assessed at 3.900%. Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. Notes: Original tax levies for collection years 2021 through 2028 on the Series 2013B Bonds will be cancelled. 4813-3012-0929A4 Tax Tax Levy Collect Bond Pay (1) Less: Special Year Year Year Total P & 1 P & I iia 105% Assessments Net Levy 2020 J 2021 / 2022 122,439.17 128,561.13 (14,518 41) 114,042.22 2021 / 2022 / 2023 120,500.00 126,525.00 (14,087.32) 112,437.68 2022 / 2023 / 2024 123,400.00 129,570.00 (13,655.74) 115,91426 2023 / 2024 / 2025 121,200.00 127,260.00 (13,224.16) 114,035.84 2024 / 2025 / 2026 119,000.00 124,950.00 (12,79258) 112,157.42 2025 / 2026 / 2027 121,800-00 127,890-00 (12,36100) 115,529.00 2026 / 2027 / 2028 114,500.00 120,225.00 (11,929.40) 108,295.60 2027 1 2028 1 2029 117800.00 123165 no III 447 RN 111 F97 IR (1) Projected special assessment revenue based on 588,529.92 assessed at 3.900%. Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments. Notes: Original tax levies for collection years 2021 through 2028 on the Series 2013B Bonds will be cancelled. 4813-3012-0929A4 NOTICE OF REDEMPTION $1,775,000 General Obligation Improvement Bonds, Series 2013B Dated April 23, 2013 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, 2021, 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 Bond Trust Services Corporation, Roseville, Minnesota, on or before said date, when they will cease to bear interest, in the following manner: By Mail Overnight Mail or Courier Service. or In Person, By Hand: Bond Trust Services Corporation Attention: Bond Trust Services 3060 Centre Point Drive Roseville, Minnesota 55113 651-697-8500 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 City. Dated: / fit, 2021. BY ORDER OF THE CITY COUNCIL CITY ST. ONY, MINNESOTA By s/ Ci Manager * Denotes full call of CUSIP. 4813-3012-0929\4 Interest CUSIP Interest CUSIP Year Amount Rate Number* Year Amount Rate Number* 2022 $115,000 1.600% 787260 YW2 2025 $240,000 2.000% 787260 YZ5 2023 115,000 1.750 787260 YXO 2029 500,000 2.625 676260 ZD3 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, Roseville, Minnesota, on or before said date, when they will cease to bear interest, in the following manner: By Mail Overnight Mail or Courier Service. or In Person, By Hand: Bond Trust Services Corporation Attention: Bond Trust Services 3060 Centre Point Drive Roseville, Minnesota 55113 651-697-8500 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 City. Dated: / fit, 2021. BY ORDER OF THE CITY COUNCIL CITY ST. ONY, MINNESOTA By s/ Ci Manager * Denotes full call of CUSIP. 4813-3012-0929\4 CERTIFICATE OF HENNEPIN COUNTY AUDITOR -TREASURER AS TO REGISTRATION AND TAX LEVY I, the undersigned, being the duly qualified and acting County Auditor -Treasurer of Hennepin County, Minnesota, hereby certify that there has been filed in my office a certified copy of a resolution adopted April 27, 2021, by the City Council of the City of St. Anthony, Minnesota, setting forth the form and details of an issue of $2,970,000 General Obligation Bonds, Series 2021A, dated as of May 18, 2021, and levying taxes for the payment thereof. I further certify that the bond issue has been entered on my bond register and the tax required by law for payment of the Bonds has been levied and filed, as required by Minnesota Statutes, Sections 475.61 to 475.63. WITNESS my hand and official seal this day of , 2021. Hennepin County Auditor -Treasurer (SEAL) 4813-3012-0929\4 CERTIFICATE OF RAMSEY COUNTY AUDITOR -TREASURER AS TO REGISTRATION AND TAX LEVY I, the undersigned, being the duly qualified and acting County Auditor -Treasurer of Ramsey County, Minnesota, hereby certify that there has been filed in my office a certified copy of a resolution adopted April 27, 2021, by the City Council of the City of St. Anthony, Minnesota, setting forth the form and details of an issue of $2,970,000 General Obligation Bonds, Series 2021 A, dated as of May 18, 2021, and levying taxes for the payment thereof. I further certify that the bond issue has been entered on my bond register and the tax required by law for payment of the Bonds has been levied and filed, as required by Minnesota Statutes, Sections 475.61 to 475.63. WITNESS my hand and official seal this day of 2021. (SEAL) 3 4813-3012-0929\4 Ramsey County Auditor -Treasurer