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Providing for the issuance of and accepting a proposal on the sale of a General Obligation Judgment Bond, Series 2026A; and levying a tax for the payment of the Series 2026A Bond.
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WHEREAS, the Interim Director, Office of Financial Services, has presented to the City Council (the “Council”) a proposal received for the sale of the City of Saint Paul, Minnesota (the “City”) of its General Obligation Judgment Bond, Series 2026A (the “Series 2026A Bond”) in a direct loan placement transaction; and
WHEREAS, the City’s Office of Financial Services requested proposals from several financial institutions in order to provide financing for the issuance of a general obligation bond in order to (i) pay an unpaid legal judgment against the City (the “Judgment”), and (ii) pay costs of issuance of the Series 2026A Bond; and
WHEREAS, in responses received, and, with the advice of the City’s municipal advisor Baker Tilly Municipal Advisors, LLC, the City’s Office of Financial Services is advising that the City Council select Old National Bank (the “Lender”) as the financial institution whose proposal was considered to be the most advantageous financing proposal for the Series 2026A Bond; and
WHEREAS, the City will issue the Series 2026A Bond pursuant to the Charter of the City (the “City Charter”) and Minnesota Statutes, Chapter 475, as amended (the “Municipal Debt Act” or the “Act”), including Section 475.58 Subd. 1(1).
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows:
1. Requirements of the Municipal Debt Act. The City has complied with the provisions of the Municipal Debt Act and the City Charter regarding the issuance of the Series 2026A Bond. The proceeds of the Series 2026A Bond are being used by the City to pay an unpaid legal judgment against the City as authorized by Section 475.58, Subd. 1(1) of the Municipal Debt Act.
2. Form of Series 2026A Bond. All of the provisions of the Series 2026A Bond, when executed as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2026A Bond shall be substantially in the form attached to this Resolution as EXHIBIT A, which form is hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the aggregate principal amount of the Series 2026A Bond, the stated maturity of the Series 2026A Bond, the interest rate on the Series 2026A Bond, the terms of redemption of the Series 2026A Bond, and variation from City policies regarding methods of offering general obligation bonds) as the City Debt Manager and Interim Director, Office of Financial Services, or their respective deputies, in their discretion, shall determine.
The City Debt Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Barnes & Thornburg LLP (“Bond Counsel”), which shall be complete except as to dating thereof and cause the opinion to accompany the Series 2026A Bond.
3. Execution. The Series 2026A Bond shall be executed on behalf of the City by the facsimile or manual signatures of its Mayor, City Clerk and Interim Director, Office of Financial Services, or their proper designees, each with the effect noted on the form of the Series 2026A Bond, provided, and the corporate seal may be omitted on the Series 2026A Bond as permitted by law. In the event of disability or resignation or other absence of any such officer, the Series 2026A Bond may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature shall appear on the Series 2026A Bond shall cease to be such officer before the delivery of the Series 2026A Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery.
4. Authentication; Date of Registration. No Series 2026A Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a Certificate of Authentication on such Series 2026A Bond, substantially in the form set forth in EXHIBIT A, shall have been duly executed by an authorized representative of the City. The Registrar shall authenticate the signatures of officers of the City on the Series 2026A Bond by execution of the Certificate of Authentication on the Series 2026A Bond and by inserting as the date of registration in the space provided the date on which the Series 2026A Bond is authenticated. For purposes of delivering the original Series 2026A Bond to Lender, the Registrar shall insert as the date of registration as of the date of original issue.
The acting City Treasurer is hereby appointed as the initial bond registrar and paying agent (the “Registrar” and the “Paying Agent”) for the Series 2026A Bond. The City Treasurer shall serve as Registrar unless and until a successor Registrar is duly appointed. A successor Registrar shall be an officer of the City or a bank or trust company eligible for designation as Registrar pursuant to the Municipal Debt Act acceptable to Lender (or its successors) and may be appointed pursuant to any contract the City and such successor Registrar shall execute which is consistent herewith. The Registrar shall also serve as Paying Agent unless and until a successor Paying Agent is duly appointed. The principal of and interest on the Series 2026A Bond shall be paid to the registered holder or holders of the Series 2026A Bond (the “Holder” or “Holders”) in the manner set forth in the form of the Series 2026A Bond. The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows:
(a) No Book-Entry System. The Series 2026A Bond shall be registered in the name of Lender, or its designee, and shall not initially be subject to the procedures of The Depository Trust Company.
(b) Register. The Registrar shall keep a bond register in which the Registrar provides for the registration of ownership of the Series 2026A Bond and the registration of transfers and exchanges of the Series 2026A Bond entitled to be registered, transferred, or exchanged.
(c) Transfer of Series 2026A Bond. Upon surrender for transfer of a Series 2026A Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series 2026A Bond 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 (as defined herein) and until that Interest Payment Date.
(d) Exchange of Series 2026A Bond. When the Series 2026A Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Series 2026A Bond of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing.
(e) Cancellation. A Series 2026A Bond surrendered upon transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(f) Improper or Unauthorized Transfer. When a Series 2026A Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Series 2026A Bond until the Registrar is satisfied that the endorsement on the Series 2026A 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 reasonable judgment, deems improper or unauthorized.
(g) Persons Deemed Owners. The City and the Registrar may treat the person in whose name the Series 2026A Bond is registered in the bond register as the absolute owner of the Series 2026A Bond, whether the Series 2026A Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Series 2026A Bond and for all other purposes, and payments so made to a registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability upon the Series 2026A Bond to the extent of the sum or sums so paid.
(h) Taxes, Fees, and Charges. The Registrar may impose a reasonable charge upon the owner thereof for a transfer or exchange of the Series 2026A Bond sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange.
(i) Mutilated, Lost, Stolen or Destroyed Bonds. If the Series 2026A Bond becomes mutilated or is destroyed, stolen, or lost, the Registrar shall deliver a new Series 2026A Bond of like amount, number, maturity date, and tenor in exchange and substitution for and upon cancellation of the mutilated Series 2026A Bond or in lieu of and in substitution for any Series 2026A 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 Series 2026A Bond destroyed, stolen, or lost, upon filing with the Registrar of evidence satisfactory to it that the Series 2026A Bond was destroyed, stolen, or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance, and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. The Series 2026A Bond so surrendered to the Registrar shall be cancelled by the Registrar and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen, or lost Series 2026A Bond has already matured or been called for redemption in accordance with its terms, it is not necessary to issue a new Series 2026A Bond prior to payment.
5. Rights Upon Transfer or Exchange. The Series 2026A Bond delivered upon transfer of or in exchange for or in lieu of any other Series 2026A Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series 2026A Bond. The Series 2026A Bond may be transferred in accordance with the terms of this Resolution.
6. Registration and Payment. The Series 2026A Bond will be issued in certificate of definitive form only in fully registered form and shall be registered in the name of Lender. The interest thereon and, the principal amount thereof, is payable by check, draft or wire transfer or ACH debit as authorized herein. The Series 2026A Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Series 2026A Bond has been paid or made available for payment, unless: (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Series 2026A Bond will be dated as of the date of authentication; or (ii) the date of authentication is prior to the first interest payment date, in which case the Series 2026A Bond will be dated as of the date of original issue.
7. Acceptance of Proposal. The proposal of Lender to purchase the Series 2026A Bond, and to pay for the Series 2026A Bond the sum not to exceed $9,600,000 (the principal amount of the Series 2026A Bond), is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted for the purchase of the Series 2026A Bond.
8. Series 2026A Bond Terms.
(a) Document Approval. The Mayor and the Interim Director, Office of Financial Services, or their proper designees (collectively, the “City Officials”), are hereby authorized to execute and deliver the Series 2026A Bond and related documents. The City Officials and other officers, employees, and agents of the City are hereby authorized to execute and deliver any documents, certificates, and instruments necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2026A Bond, including without limitation various certificates of the City, the IRS Form 8038-G and similar documents required by Bond Counsel in connection with the issuance of the Series 2026A Bond (collectively, the “Financing Documents”).
The City hereby approves the execution and delivery by Lender of the Financing Documents to which it is a party and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2026A Bond that require execution by Lender.
(b) Maximum Principal Amount of the Series 2026A Bond. The maximum amount of the Series 2026A Bond shall not exceed $9,600,000. The Series 2026A Bond shall be issued in Authorized Denominations (as defined in the Series 2026A Bond).
(c) Fixed Rate of Interest. The Series 2026A Bond shall bear interest at a rate per annum of 4.50%. Interest on the Series 2026A Bond shall be paid on each April 15th and October 15th, commencing October 15, 2026 (each an “Interest Payment Date”).
(d) Investor Letter. Lender will execute and deliver an investor letter with respect to the Series 2026A Bond in a form acceptable to both the City and Lender.
(e) Redemption. (i) Optional Redemption. The City may elect to prepay and redeem the outstanding Series 2026A Bond on any Business Day. Optional redemptions of the Series 2026A Bond may be in whole or in part at the option of the City and in accordance with this resolution, and such optional redemption may be made in amounts of not less than $100,000 and such optional redemptions shall not cause the outstanding principal amount of the Series 2026A Bond to be less than $250,000.
(ii) Scheduled Mandatory Redemption. The Series 2026A Bond is subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the dates and in the amounts set forth below.
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Sinking Fund Payment Date |
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Principal Amount |
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October 15, 2026 |
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April 15, 2027 |
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October 15, 2027 |
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April 15, 2028 |
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October 15, 2028 |
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April 15, 2029* |
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*Stated Maturity
(iii) Due Date. The Series 2026A Bond or portions thereof called for redemption shall be due and payable on a redemption date, and interest thereon shall cease to accrue from and after the redemption date.
(iv) Notice. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to Lender at the address provided in writing to the City. If and when the City shall call any portion of the Series 2026A Bond for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay a portion of the Series 2026A Bond at the office of the Bond Registrar or in such other manner as authorized. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than ten (10) days prior to the redemption date, to Lender. All notices of redemption shall state:
(A) the redemption date;
(B) the redemption price;
(C) if less than all outstanding principal amount of the Series 2026A Bond is to be redeemed, the identification of the portion of the Series 2026A Bond to be redeemed;
(D) that on the redemption date, the redemption price will become due and payable upon such amount of the Series 2026A Bond to be redeemed, and that interest thereon shall cease to accrue from and after said date;
(E) so long as Lender is the sole owner of 100% of the Series 2026A Bond, Lender shall not be required to surrender the Series 2026A Bond to the Paying Agent, except for at maturity of the Series 2026A Bond; and
(F) include a statement that the redemption so noticed is conditioned on sufficient funds being held by the City on or before noon on the applicable redemption date to pay the full redemption price, and if at such time the amount so held is not sufficient to pay all amounts required to effect the noticed redemption in full, the redemption shall be cancelled, with the Series 2026A Bond tendered for such redemption being returned to the holders thereof and no liability on the part of the City shall arise as a result of such cancellation.
9. Funds. There is hereby created a special fund to be designated the “2026A Capital Fund” (numbered C26A, the “2026A Judgment Fund”), to be administered and maintained by the City Treasurer as a bookkeeping account separate and apart from all other accounts maintained in the official financial records of the City. There is also hereby created and established the “General Obligation Judgment Bond - 2026A Debt Service Fund” (the “2026A Debt Service Fund”). The Capital Fund, the 2026A Debt Service Fund and any other accounts or subaccounts established by the City shall be maintained in the manner herein specified until the Series 2026A Bond and the interest thereon has been fully paid:
(a) 2026A Judgment Fund. To the 2026A Judgment Fund there shall be credited the proceeds of the Series 2026A Bond and all of the sources of funding for the Judgment and funds transferred there by the Interim Director, Office of Financial Services from such project accounts available to be applied to the Judgment. From the 2026A Judgment Fund there shall be paid all costs and expenses of paying (i) the Judgment and (ii) the cost of issuance of the Series 2026A Bond, and the money in the 2026A Judgment Fund shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Series 2026A Bond may also be used to the extent necessary to pay interest on the Series 2026A Bond due prior to the anticipated date of commencement of the collection of the Tax (as defined in Section 9 below); and provided further that if upon payment of the Judgment there shall remain any unexpended balance in the 2026A Judgment Fund, the balance may be transferred by the Council to fund any other purpose permitted by law, or transferred to the 2026A Debt Service Fund. All earnings on the 2026A Judgment Fund shall be transferred to the 2026A Debt Service Fund, or may be retained in the 2026A Judgment Fund, as determined by the Interim Director, Office of Financial Services. The Interim Director, Office of Financial Services is authorized to pay the cost of issuance of the Series 2026A Bond from the 2026A Judgment Fund.
(b) 2026A Debt Service Fund. There is hereby pledged and there shall be credited to the 2026A Debt Service Fund: (a) all accrued interest, if any, received upon delivery of the Series 2026A Bond; (b) any collections of the Tax; (c) all funds remaining in the 2026A Judgment Fund after payment of the Judgment, that the Interim Director, Office of Financial Services determines should be transferred to the 2026A Debt Service Fund, and payment of the costs thereof, not so transferred to the account of another improvement or used to pay the costs of any other purpose permitted by law; and (d) all investment earnings on money held in the 2026A Debt Service Fund or (at the City’s option) on money held in the 2026A Judgment Fund; and if money in the 2026A Debt Service Fund should ever be insufficient to pay debt service on the Series 2026A Bond, the Series 2026A Bond shall be paid from the general fund of the City.
The 2026A Debt Service Fund shall be used solely to pay the principal of and interest on the Series 2026A Bond and any other general obligation bonds of the City heretofore or hereafter issued by the City and made payable from the 2026A Debt Service Fund as provided by law, or to pay any rebate due to the United States. No portion of the proceeds of the Series 2026A Bond shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Series 2026A Bond was issued, and (2) in addition to the above in an amount not greater than five percent (5%) of the proceeds of the Series 2026A Bond. To this effect, any sums from time to time held in the 2026A Judgment Fund or in the 2026A Debt Service Fund (or any other City fund or account which will be used to pay principal or interest to become due on the Series 2026A Bond payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable “temporary periods” or “minor portion” made available under the federal arbitrage regulations. In addition, the proceeds of the Series 2026A Bond and money in the 2026A Judgment Fund or in the 2026A Debt Service Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Series 2026A Bond to be “federally guaranteed” within the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the “Code”).
(c) Other Accounts and Subaccounts. The City Debt Manager is hereby authorized to create such accounts or subaccounts within the 2026A Judgment Fund and the 2026A Debt Service Fund (and accounts and subaccounts therein) to properly administer such funds and accounts and to assure compliance with the preceding paragraphs, and paragraph (e) below. Specifically, the City Treasurer may create separate accounts and subaccounts to hold and apply the proceeds of the Series 2026A Bond and revenues for the payment thereof.
(d) Arbitrage Restrictions. The money in the funds shall be used solely as provided herein, or to pay any rebate due to the United States. No portion of the proceeds of the Series 2026A Bond shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period until such proceeds are needed for the purpose for which the Series 2026A Bond is issued, and (ii) in addition to the amounts referred to in clause (i) in an amount not greater than $100,000. To this effect, any proceeds of the Series 2026A Bond and any sums from time to time held in the 2026A Debt Service Fund allocated to the Series 2026A Bond (or any other City account which will be used to pay principal or interest to become due on the Series 2026A Bond) in excess of amounts which, under then applicable federal arbitrage regulations, may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable “temporary periods” or “minor portion” made available under the federal arbitrage regulations. In addition, the proceeds of the Series 2026A Bond and money allocated to the Series 2026A Bond in the 2026A Debt Service Fund shall not be invested in obligations or deposits issued by, guaranteed by, or insured by the United States of America, or any agency or instrumentality thereof, if and to the extent that such investment would cause the Series 2026A Bond to be deemed to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
(e) Allocation of Investment Earnings. Investment earnings, net of rebatable arbitrage, shall be credited to the fund or account from which the investment was made.
10. Pledge of Tax Levy and General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Series 2026A Bond and all other obligations due and owing to Lender, as the same respectively become due and the other obligations of the City under this Resolution, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the 2026A Debt Service Fund is ever insufficient to pay all principal and interest then due on the Series 2026A Bond payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, including the general fund of the City and the 2026A Debt Service Fund and the special accounts created therein, and such other funds may be reimbursed with or without interest from the 2026A Debt Service Fund when a sufficient balance is available therein.
For the purpose of paying the principal of and interest on the Series 2026A Bond, there is levied a direct annual irrepealable ad valorem tax (the “Tax”) upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The Tax will be credited to the 2026A Debt Service Fund above provided and shall be established by officials of the City after the award of the Series 2026A Bond and determination of the interest rate on the Series 2026A Bond. The Tax shall be levied and collected for the Series 2026A Bond in the years and in the amounts as follows:
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Levy Year |
Collection Year |
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(See attached EXHIBIT B)
All amounts on deposit in the various funds and accounts created under this Resolution for the Series 2026A Bond is hereby pledged to the payment of the principal of and interest on the Series 2026A Bond and all other obligations due and owing to Lender.
11. Appropriation. The City covenants to pay debt service on the Series 2026A Bond and any other obligations due and owing to Lender through the end of calendar year 2026 under this Resolution. The City also covenants to make the necessary appropriations required in future fiscal years of the City (and budget the necessary funds in future budgets) in order to pay when due the debt service on the Series 2026A Bond and any other obligations due and owing to Lender under this Resolution and all other obligations due and owing to Lender.
12. Tax Levy; Coverage Test. The Tax is such that if collected in full it (along with any other funds, if any, deposited in the 2026A Debt Service Fund), will produce at least five percent (5%) in excess of the amount needed to meet when due the principal of and interest payments on the Series 2026A Bond. The Tax shall be irrepealable so long as any of the Series 2026A Bond is outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Section 475.61, Subdivision 3 of the Municipal Debt Act.
13. Certificate of Registration. The City Treasurer is hereby directed to file a certified copy of this Resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the “County Auditor”), together with such other information as the County Auditor shall require, and to obtain the County Auditor’s certificate that the Series 2026A Bond have been entered in the County Auditor’s Bond Register, and that the levy of the Tax required by law has been made.
14. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to Lender, and to the attorneys approving the legality of the issuance of the Series 2026A Bond, certified copies of all proceedings and records of the City relating to the Series 2026A Bond and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Series 2026A Bond 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.
All documents, certificates, and instruments relating to the issuance of the Series 2026A Bond, including the form of the Series 2026A Bond may be executed and delivered by the Mayor, the City Clerk, and Interim Director, Office of Financial Services, City Debt Manager or proper designees or executive assistants, or, in the case of the Mayor, the First Assistant Mayor, as determined by Bond Counsel and the Office of the City Attorney.
15. Negative Covenants as to Use of Proceeds. The City hereby covenants not to use the proceeds of the Series 2026A Bond or to cause or permit the Series 2026A Bond to be used, or to enter into any deferred payment arrangements for the cost of the Judgment, in such a manner as to cause the Series 2026A Bond to be a “private activity bond” within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Series 2026A Bond that would cause it to be a private activity bond, and the average term of the Series 2026A Bond is not longer than reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Series 2026A Bond in such a manner as to cause the Series 2026A Bond to be a “hedge bond” within the meaning of Section 149(g) of the Code.
16. Tax-Exempt Status of the Series 2026A Bond; Rebate; Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Series 2026A Bond, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Series 2026A Bond, and the rebate of excess investment earnings to the United States.
The City expects that the 90 day expenditure exception to the rebate requirements to finance the Judgment.
If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Series 2026A Bond, the City Debt Manager is hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Series 2026A Bond, and all such elections shall be, and shall be deemed and treated as, elections of the City.
17. No Designation of Qualified Tax-Exempt Obligations. The Series 2026A Bond, together with other obligations issued by the City in 2026, exceed in amount those which may be qualified as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, and hence are not designated for such purpose.
18. Negotiated Sale. The City has retained Baker Tilly Municipal Advisors, LLC as an independent financial advisor (municipal advisor), and the City has heretofore determined, and hereby determines, to sell the Series 2026A Bond by private negotiation to Lender, all as provided by Section 475.60, Subdivision 2(9) of the Municipal Debt Act.
19. No Official Statement. Lender has not requested and the City has not prepared an offering document or other official statement with respect to the Series 2026A Bond.
20. No Continuing Disclosure; Reporting Requirements; City to Comply With the Following Financial Reporting. The Series 2026A Bond is not subject to the continuing disclosure requirements of Rule 15c2-12(b)(5), 17 CFR §240.15c2-12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”), because the Series 2026A Bond is being placed directly with Lender and is not being publicly offered.
Provided, however, while the Series 2026A Bond is outstanding, the City hereby agrees to provide to Lender, within 365 days after the completion of the City’s fiscal year, the City’s audited financial statements for each fiscal year, commencing with the City’s fiscal year ending December 31, 2025. If the City’s audited financial statements are not available, the City will provide to Lender the City’s unaudited financial statements for such fiscal year and provide the audited financial statements for such fiscal year as soon as they are available. In addition, the City’s financial information is also maintained on its investor relations website and the City’s issuer page on the Municipal Securities Rulemaking Board’s EMMA website.
21. Defeasance. When the Series 2026A Bond and all interest thereon have been discharged as provided in this section and all obligations to Lender have been satisfied, all pledges, covenants and other rights granted by this Resolution to the holders of the Series 2026A Bond will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Series 2026A Bond will remain in full force and effect until redemption. The City may discharge the Series 2026A Bond, which is due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment, including interest earned thereon, in full of the Series 2026A Bond. If the Series 2026A 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 to the date of such deposit.
23. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
24. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
25. Electronic Signatures. Other than the Series 2026A Bond, the City may execute documents, certificates, and instruments relating to the issuance of the Series 2026A Bond by electronic signature. For purposes hereof: (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message; or (iii) a digital signature of an authorized representative of any party provided by AdobeSign or DocuSign (or such other digital signature provider as specified by such party).