HomeMy WebLinkAbout2023-141 (Issuance And Sale Of $4,955,000 General Obligation Capital Outlay Bonds, Series 2023A, And Levying A Tax For The Payment Thereof)City of Stillwater
Washington County, Minnesota
RESOLUTION 2023-141
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$4,955,000 GENERAL OBLIGATION CAPITAL OUTLAY BONDS,
SERIES 2023A, AND LEVYING A TAX FOR THE PAYMENT THEREOF
WHEREAS, the City Council of the City of Stillwater, Minnesota (the "City") has
heretofore determined and declared that it is necessary and expedient to issue $4,955,000
General Obligation Capital Outlay Bonds, Series 2023A (the "Bonds" or, individually, a
"Bond"), pursuant to Minnesota Statutes, Chapter 475, and Sections 10.4, 10.5 and 10.6 of the
City's Charter, to finance (i) the 2023 capital outlay needs of various City departments; (ii) the
2023 City street lighting projects; and (iii) various permanent improvement projects
(collectively, the "Project") as more fully described in Resolution No. 2023-120 duly adopted by
the City Council on September 5, 2023; and
WHEREAS, the City has retained Baker Tilly Municipal Advisors, LLC, in St. Paul,
Minnesota ("Baker Tilly MA "), as its independent municipal advisor for the sale of the Bonds
and was therefore authorized to sell the Bonds by private negotiation in accordance with
Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have
been solicited by Baker Tilly MA; and
WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry
form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Stillwater, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of Robert W. Baird & Co. Incorporated,
Milwaukee, Wisconsin (the "Purchaser"), to purchase the Bonds in accordance with the Terms of
Proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of
$5,167,750.58, plus interest accrued to settlement, is hereby found, determined and declared to
be the most favorable proposal received, is accepted and the Bonds are awarded to the Purchaser.
The City Clerk is directed to retain the deposit of the Purchaser.
2. Bond Terms.
(a) Original_ Issue Date, Denominations; Maturities; Term Sand Option. The Bonds
shall be dated November 2, 2023, as the date of original issue and shall be issued forthwith on or
after such date as fully registered bonds. The Bonds shall be numbered from R 1 upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity (the
"Authorized Denominations"). The Bonds shall mature on February 1 in the years and amounts
as follows:
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Year
Amount
Year
Amount
2025
$415,000
2030
$605,000
2026
495,000
2031
635,000
2027
520,000
2032
670,000
2028
550,000
2033
235,000
2029
580,000
2034
250,000
All dates are inclusive. As may be requested by the Purchaser, one or more term Bonds
may be issued having mandatory sinking fund redemption and final maturity amounts
conforming to the foregoing principal repayment schedule, and corresponding additions may be
made to the provisions of the applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of
CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
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rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, 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 premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book -entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book -entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book -entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
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actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book -entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 11. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose. The Bonds shall provide funds to finance the Project. The total cost of
the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is
estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed
with due diligence to completion. The City covenants that it shall do all things and perform all
acts required of it to assure that work on the Project proceeds with due diligence to completion
and that any and all permits and studies required under law for the Project are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2024,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
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Maturity Year Interest Rate Maturity Year Interest Rate
2025
5.00%
2026
5.00
2027
5.00
2028
5.00
2029
5.00
2030
5.00%
2031
5.00
2032
5.00
2033
5.00
2034
4.00
5. Redemption. All Bonds maturing on February 1, 2033, and thereafter shall be
subject to redemption and prepayment at the option of the City on February 1, 2032, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Registrar. Bonds or portions thereof called for redemption
shall be due and payable on the redemption date, and interest thereon shall cease to accrue from
and after the redemption date. Mailed notice of redemption shall be given to the paying agent
and to each affected registered holder of the Bonds thirty (30) days prior to the date fixed for
redemption.
To effect a partial redemption of Bonds having a common maturity date, the Registrar
prior to giving notice of redemption shall assign to each Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of such Bond. The Registrar shall
then select by lot, using such method of selection as it shall deem proper in its discretion, from
the numbers so assigned to the Bonds, as many numbers as, at $5,000 for each number, shall
equal the principal amount of the Bonds to be redeemed. The Bonds to be redeemed shall be the
Bonds to which were assigned numbers so selected; provided, however, that only so much of the
principal amount of each Bond of a denomination of more than $5,000 shall be redeemed as shall
equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in
part, it shall be surrendered to the Registrar (with, if the City or Registrar so requires, a written
instrument of transfer in form satisfactory to the City and Registrar duly executed by the Holder
thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if
necessary) and the Registrar shall authenticate and deliver to the Holder of the Bond, without
service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any
Authorized Denomination or Denominations, as requested by the Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
6. Bond Re istrar. U.S. Bank Trust Company, National Association, in St. Paul,
Minnesota is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
"Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond
and paragraph 12.
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7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
WASHINGTON COUNTY
CITY OF STILLWATER
R- $
GENERAL OBLIGATION CAPITAL OUTLAY BOND, SERIES 2023A
Interest Rate Maturity Date Date of Original Issue CUSIP
February 1, November 2, 2023 860745
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF STILLWATER, WASHINGTON COUNTY, MINNESOTA (the
"Issuer"), certifies that it is indebted and for value received promises to pay to the registered
owner specified above, or registered assigns, unless called for earlier redemption, in the manner
hereinafter set forth, the principal amount specified above, on the maturity date specified above,
and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 2024, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of U.S. Bank Trust Company, National
Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each
Interest Payment Date by check or draft mailed to the person in whose name this Bond is
registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth
(151h) day of the calendar month next preceding such Interest Payment Date (the "Regular
Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the
Holder hereof as of the Regular Record Date, and shall be payable to the person who is the
Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America. So long as this Bond is registered in the name of
the Depository or its Nominee as provided in the Resolution hereinafter described, and as those
terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and
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notice with respect thereto shall be made as provided in Letter of Representations, as defined in
the Resolution, and surrender of this Bond shall not be required for payment of the redemption
price upon a partial redemption of this Bond. Until termination of the book -entry only system
pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its
Nominee.
Optional Redemption. The Bonds of this issue (the "Bonds") maturing on February 1,
2033, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2032, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected registered holder of the Bonds
thirty (30) days prior to the date fixed for redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $4,955,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, redemption privilege and denomination, issued pursuant to and in full conformity
with the Constitution, Charter of the Issuer and laws of the State of Minnesota, and a resolution
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129107688v2
adopted by the City Council on October 3, 2023 (the "Resolution"), for the purpose of providing
money to finance the Issuer's various capital outlay projects, street lighting projects and various
permanent improvement projects. This Bond is payable out of the General Obligation Capital
Outlay Bonds, Series 2023A Fund of the Issuer. This Bond constitutes a general obligation of
the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if
any, and interest when the same become due, the full faith and credit and taxing powers of the
Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment. of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax -Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution, Charter of the Issuer and laws of the State of Minnesota to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
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have happened and have been performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and the date of its issuance and delivery to the original purchaser, does not
exceed any constitutional, charter or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Stillwater, Washington County, Minnesota, by its
City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
mentioned within.
U.S. BANK NATIONAL
ASSOCIATION
St. Paul, Minnesota
Bond Registrar
By
Authorized Signature
Registrable by: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
Payable at: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
CITY OF STILLWATER,
WASHINGTON COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
City Clerk
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ABBREVIATIONS
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 applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the within
Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond
on the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice:
Signature Guaranteed:
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 any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not affect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9. Authentication. No 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
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and, by inserting as the date of registration in the space provided, the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue which
is November 2, 2023. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
10. Re istratioii• Transfer-, Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The City Clerk is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment: Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (151h) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to
the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. Deliver • Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Capital Outlay Bonds, Series 2023A Fund" (the "Fund"), to be administered
and maintained by the Finance Director as a bookkeeping account separate and apart from all
other accounts maintained in the official financial records of the City. The Fund shall be
12
129107688v2
maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund the following separate accounts:
(a) Capital Account. To the Capital Account there shall be credited the proceeds of
the sale of the Bonds. From the Capital Account there shall be paid all costs and expenses of
making the Project, including the cost of any construction contracts heretofore let and all other
costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65.
The moneys in the Capital Account shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the Bonds may also be used to the extent
necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the
collection of taxes herein levied; and provided further that if upon completion of the Project
there shall remain any unexpended balance in the Capital Account, the balance shall be
transferred by the Council to the Debt Service Account.
(b) Debt Service Account. There are hereby pledged and there shall be credited to
the Debt Service Account: (i) all collections of taxes herein or hereafter levied for the payment
of the Bonds; (ii) all funds remaining in the Capital Account after completion of the Project and
payment of the costs thereof, (iii) all investment earnings on moneys held in the Debt Service
Account; and (iv) any and all other moneys which are properly available and are appropriated by
the governing body of the City to the Debt Service Account. The Debt Service Account shall be
used solely to pay the principal and interest of the Bonds and any other general obligation bonds
of the City hereafter issued by the City and made payable from the Debt Service Account as
provided by law.
No portion of the proceeds of the Bonds 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 Bonds were issued, and (2) in addition to the above in an
amount not greater than five percent of the proceeds of the Bonds. To this effect, any sums from
time to time held in the Capital Account or Debt Service Account (or any other City fund or
account which will be used to pay principal or interest to become due on the bonds 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 Bonds and money in the Capital Account
or Debt Service Account 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 Bonds to be "federally guaranteed" within the meaning of
Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code").
16. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
13
129107688v2
Year of Tax Levy Year of Tax Collection Amount
See attached Levy Schedule in Exhibit B
The tax levies are such that if collected in full they will produce at least five percent (5%)
in excess of the amount needed to meet when due the principal and interest payments on the
Bonds. The tax levies shall be irrepealable so long as any of the Bonds are 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 Minnesota Statutes, Section 475.61, Subdivision 3.
17. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. 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
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
18. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than sixty days after the date of payment of a Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or will have
made a written declaration of the City's official intent (a "Declaration") which effectively (i)
states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
14
129107688v2
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of
Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the
proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds, and not later than 18 months after the later of (i) the date of the
payment of the Reimbursement Expenditure, or (ii) the date on which the Project to which the
Reimbursement Expenditure relates is first placed in service, but in no event more than three
years after the date of payment of the Reimbursement Expenditure.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that
such action will not impair the tax-exempt status of the Bonds.
19. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
15
129107688v2
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Clerk of the City, or any other officer of the City authorized to act in their
place (the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
20. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
21. Certificate of Registration and Ta_x_Levy. A certified copy of this resolution is
hereby directed to be filed with the County Auditor of Washington County, Minnesota, together
with such other information as the respective Auditor's shall require, and there shall be obtained
from the County Auditor a certificate that the Bonds have been entered in the County Auditor's
Bond Register, and that the tax levy required by law has been made.
22. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds 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
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.
23. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code.
24. Tax -Exempt Status of the Bonds, Rebate. 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 Bonds, including without limitation
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 18-month expenditure exemption
16
129107688v2
for gross proceeds of the Bonds as provided in Section 1.148-7(d) of the Regulations. The
Mayor and/or the City Clerk and/or the Finance Director are hereby authorized and directed to
make such elections as to arbitrage and rebate matters relating to the Bonds as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall be deemed and treated as, elections of the City.
25. Designation of Qualified Tax -Exempt Obligations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2023 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2023 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
26. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Baker Tilly MA, is hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the completeness and accuracy of the Official Statement.
27. 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.
28. 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.
The motion for the adoption of the foregoing resolution was given by Councilmember
Polehna duly seconded by Councilmember Odebrecht and, after a full discussion thereof and
upon a vote being taken thereon, the following voted in favor thereof. All in favor.
17
129107688v2
Whereupon the resolution was declared duly passed and adopted.
Adopted by the Stillwater City Council this 3`d day of October, 2023.
ATTEST:
Beth Wolf, City jCle
CITY OF STILLWAT
Ted i, Mayor
18
129107688v2
EXHIBIT A
PROPOSALS
MHIMitIRAL AVVWNS
$5r215,000`
City of Stillwater, Minnesota
General Obligation Capital Outlay Bands, Series 2023A
Moody's Rating; Aa2
Sale Date, October 3, 2023 BBI. 4.09%
Average Maturity: 5.391 Years
13!dd&E TIC
Robert W. Baird & Co, Inc.. 4,0177%
Pilfer Sandler 3 Co, 4,0513%
Norttlland Securities, Inc. 4.0677%
Hilltop Securities Inc_ 4.0911%
Interest
Reoffering
Reoffering
Winning Bidden information
Maturity
Rate
Yield
Price
ROBERT W. BAIRD & CO. INC.
2101/2025
5.00%
3.95%
101.259%
C.L. King & Associates. Inc.
2/0112026
5,00%
3.85%
102.447%
Colfiers Securities
2101/2027
5a00%
3,81%
103,596%
Edward Janes
2t17112028
5,DD%
3.130%
104,660%
Fidelity Capital Markets
2/0112029
5.00%
3,80%
105.654°gyp
Craws &Asscictates, Inc.
V0112030
5.00%
3.80%
106.611%
Country Club Bank
210112031
5.00%
3.90%
107.534%
Oppenheimer & Co, Inc,
2MI12032
5=%
3.60%
108.432%
Sierra Pacific Securities, LLC
ZOV2033
5 00%
3.82%
108 274%
The Balker Group
2MI12034
4.00%
4.00%
100.000%
Alliance t34obal Partners,
Celadon Financial Group. LLC
lsaal Band Investments
Carty & Company, Inc.
Wintrust Invesirlwrltas, LLC
Purchase price_
$5,434,772.50'
FMS Bonds, Inc,
Net Interest Coot-
$1,161.347,36'
BNY Mellon Capital Markets, LLC
TIC: 4,0177%'
Midland Securities Limited
MuI&Bank Securities, Inc.
First Southern Securities. LLC
Dinosaur Securities, LLC
First Bankers' Banc Securities Inc.
Mountainside Securities LLC
SloneX Financial, Inc.
Cornmerce Bank, N.A.
Seaport Global Securities LLC
94,666yuwrf fo W OVVR Ro 0Me PW aMow46l*e(aaaod to $4,956 DOD 00 and Me Ania. rrer nVarasf cosf. grid fries rqr-FMsr coat
have dldn6*d40 $5 167,75P.W. $1,128,,630.67, and 4.ia144%, rr ecfiveP�.
"or nitj MurscOal twosars. LLC is a ragmarmd m ncipal ad69aor and eeninniod suboodiary d Baker My Lit, Lift, an acealuirg krm. aaker rely
, LLP, Voting as Baker Tily, is a member al to plahal nalwork of "or rain rrsernaosrrd Lid, We mam1mrs of .Meech arm saparala and mdeponder+k
Woof enfterl,1)2023ld Wr Till MAtnicip,4 Ad%.6ora LLC
A-1
129107688v2
EXHIBIT B
SCHEDULE
Final
'$4,955,000
City of Stillwater, Minnesota
General Obligation Capital Outlay Bonds, Series 2023A
Issue Summary
Post -Sale Tax Levies
Payment
Levy/Collection
Date
Principal
Coupon
Interest
Total P+I
105% Overlevy
Levy Amount
Year
02/01/2025
415,000.00
5.000%
305,881.25
720,881.25
756,925 31
756,925.31
2023/2024
02/01/2026
495,000.00
5.000%
224,500.00
719,500.00
755,475.00
755,475.00
2024/2025
02/01/2027
520,000.00
5.000%
199,750.00
719,750.00
755,737.50
755,737.50
2025/2026
02/01/2028
550,000.00
5.000%
173,750.00
723,750,00
759,937.50
759,937.50
2026/2027
02/01/2029
580,000.00
5.000%
146,250.00
726,250.00
762,562.50
762,562.50
2027/2028
02/01/2030
605,000.00
5.000%
117,250.00
722,250.00
758,362.50
758,362.50
2028/2029
02/01/2031
635,000.00
5.000%
87,000.00
722,000.00
758,100+00
758,100.00
2029/2030
02/01/2032
670,000.00
5.000%
55,250+00
725,250.00
761,512.50
761,512.50
2030/2031
02/01/2033
235,000.00
5.000%
21,750.00
256,750.00
269,587.50
269,587.50
2031/2032
02/01/2034
250,000,00
4,000%
10,000.00
260,000.00
273,000,00
273,000.00
2032/2033
Total $4,955,000.00 - $1,341,381.25 $6,296,381.25 $6,611,200.31 $6,611,200.31 -
2023A GO Capital Outlay B I Issue Summary 1 10/3/2023 1 1:35 PM
bakertitLy
MUNICIPAL ADVISORS
129107688v2
(Sillwater
THE BIRTHPLACE OF MINNESOTA
STATE OF MINNESOTA )
) ss
COUNTY OF WASHINGTON )
I, Beth Wolf, do hereby certify that the foregoing is a true and correct copies of
Resolution 2023-141, Resolution Providing for the Issuance and Sale of $4,955,000
General Obligation Capital Outlay Bonds, Series 2023A, and Levying a Tax for the Payment
Thereof, adopted by the City of Stillwater, at a meeting held, according to law, at Stillwater,
Minnesota, on the 3rd day of October, 2023, as the same appears on file and of record in the
offices of the City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal
of said City of Stillwater, this 3rd day of October, 2023.
�. L&e
Beth Wolf, City Cleric
CITY HALL: 216 FOURTH STREET NORTH • STILLWATER, MINNESOTA 55082
PHONE: 651-430-8800 • WEBSITE: wwwxi.stillwater.mn.us
STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE
COUNTY OF WASHINGTON AS TO TAX LEVY AND REGISTRATION
I, the undersigned, being the duly qualified and acting County Auditor of Washington
County, Minnesota, DO HEREBY CERTIFY that on the date hereof there was filed in my office
a certified copy of a resolution adopted on October 3, 2023 by the City Council of the City of
Stillwater, Minnesota, authorizing the issuance of $4,955,000 General Obligation Capital Outlay
Bonds, Series 2023A (the "Bonds"), and levying a tax for the payment thereof, together with full
information regarding the Bonds for which the tax was levied; and the Bonds have been entered
in my Bond Register and the tax levy required by law has been made.
WITNESS my hand and the seal of the County Auditor on 61{lvhw //p> , 2023.
At,,
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5; ,n✓1 i {-er yj9eVl.i u.S �J
ry"I�
County Auditor
I29107688v2