Res 2003- 49 GO Water Revenue Refunding Bonds 2003EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA
HELD: July 1, 2003
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Mendota Heights, Dakota County, Minnesota, was duly held at the City Hall on July 1, 2003
at 7:30 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of
$730,000 General Obligation Water Revenue Refunding Bonds of 2003.
The following members were present: Mayor Huber, Council Members: Duggan,
Krebsbach, Schneeman, Vitelli
and the following were absent: None
Member Duggan introduced the following resolution and moved its adoption:
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $730,000 GENERAL
OBLIGATION WATER REVENUE REFUNDING BONDS OF 2003
A. WHEREAS, the City of Mendota Heights, Minnesota (the "City"), owns and
operates a municipal water system (the "Water System") as a revenue producing public utility;
and
B. WHEREAS, the net revenues of the Water System are pledged to the payment of
the City's outstanding General Obligation Revenue Bonds of 1994, dated December 1, 1994 (the
"Prior Bonds"); and
C. WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to provide moneys for a current refunding of the Prior Bonds which
mature on and after August 1, 2003; and
D. WHEREAS, $705,000 of the principal amount of the Prior Bonds are callable on
August 1, 2003, and on any Interest Payment Date thereafter at a price of par plus accrued
interest as provided in the resolution of the City Council, adopted on November 15, 1994,
authorizing the issuance of the Prior Bonds (the "Prior Resolution"); and
E. WHEREAS, the refunding on August 1, 2003, of the Prior Bonds maturing on and
after August 1, 2004 (the "Refunded Bonds"), is consistent with covenants made with the holders
thereof, and is necessary and desirable for the reduction of debt service cost to the City; and
F. WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to issue $730,000 General Obligation Water Revenue Refunding Bonds
of 2003, pursuant to Minnesota Statutes, Chapter 475, to provide moneys for a current refunding
of the Refunded Bonds on August 1, 2003; and
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G. WHEREAS, the City has retained Mericor Financial Services, Inc., in Dellwood,
Minnesota, as its independent financial advisor for the sale of the Certificates and was therefore
authorized to sell the Certificates by private negotiation in accordance with Minnesota Statutes,
Section 475.60, Subdivision 2(9).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota
Heights, Minnesota, as follows:
1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to
purchase $730,000 General Obligation Water Revenue Refunding Bonds of 2003 of the City (the
"Bonds" or the "Refs nding Bonds", or individually a 'Bond"), at the rates of interest hereinafter
set forth, and to pay therefor the sum of $715,692, plus any interest accrued to settlement, is
hereby accepted.
2. Terms of Bonds.
(a) Title; Original Issue Date; Denominations-, Maturities and Term Bond Option.
The Bonds shall be titled "General Obligation Water Revenue Refunding Bonds of 2003 ", shall
be dated August 1, 2003, as the date of original issue and shall be issued forthwith on or after
such date in fully registered form. 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 Bonds
shall mature on August 1 in the years and amounts as follows:
Year Amount
2004
$125,000
2005
125,000
2006
115,000
2007
120,000
2008
120,000
2009
125,000
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.
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(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
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 hereof,
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
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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
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(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
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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 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(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;.Refimding Findings. The Bonds shall provide funds for a current
refunding of the Refunded Bonds (the "Refunding"). It is hereby found, determined and declared
that the Refunding is pursuant to Minnesota Statutes, Section 475.67 and shall result in a
reduction of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 2004,
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:
Maturity Year
Interest Rate
Maturity Year
Interest Rate
2004
1.10%
2007
1.85%
2005
1.25
2008
2.25
2006
1.50
2009
2.50
5. Redemption. The Bonds shall not be subject to redemption and prepayment prior
to their stated maturity dates.
6. Bond Registrar. U.S. Bank National Association, in Saint 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 of this
resolution.
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:
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R -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
GENERAL OBLIGATION WATER REVENUE REFUNDING BOND OF 2003
Interest Rate Maturity Date Date of Original Issue CUSIP
August 1, 2003
REGISTERED OWNER: CEDE & CO.
The City of Mendota Heights, Dakota 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, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, without option of prior redemption, and to pay interest thereon
semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing February 1, 2004, 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 National Association in Saint 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 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 notice with respect thereto shall be made as
provided in Letter of Representations, as defined in the Resolution. 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.
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Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption and
prepayment prior to their stated maturity dates.
Issuance• Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $730,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, issued pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on
July 1, 2003 (the "Resolution"), for the purpose of providing funds for a current refunding of the
Issuer's General Obligation Revenue Bonds of 1994, dated December 1, 1994. This Bond is
payable out of the Debt Service Account of the Issuer's General Obligation Water Revenue
Refunding Bonds of 2003 Fund. 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 the denominations of $5,000 and integral multiples thereof of a single maturity 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.
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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 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, have happened and
have been performed, in regular and due form, time and manner as required by law; that the
Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect
charges for the service, use and availability of its municipal water system (the "Water System")
at the times and in amounts necessary to produce net revenues, together with other sums pledged
to the payment of the Bonds, adequate to pay all principal and interest when due on the Bonds;
and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable
property of the Issuer, without limitation as to rate or amount, for the years and in amounts
sufficient to pay the principal and interest on the Bonds as they respectively become due, if the
net revenues of the Water System, and any other sums irrevocably appropriated to the Debt
Service Account are insufficient therefor; 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 or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Mendota Heights, Dakota 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 City Clerk.
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
Saint Paul, Minnesota
Bond Registrar
C
Authorized Signature
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Registrable by: U.S. Bank National
Association
Payable at: U.S. Bank National
Association
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
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: 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 Guaranteed:
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 effect 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; Temporary Bonds. The Bonds shall be printed (or, at the request of
the Purchaser, typewritten) 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, however, that the seal of the City
may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided
further that both of such signatures may be printed (or, at the request of the Purchaser,
photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law.
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 an 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. The City may elect to deliver, in lieu of printed definitive
bonds, one or more typewritten temporary bonds in substantially the form set forth above, with
such changes as may be necessary to reflect more than one maturity in a single temporary bond.
The temporary bonds may be executed with photocopied facsimile signatures of the Mayor and
Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution
thereof, be exchanged therefor and canceled.
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 date is August 1, 2003. The Certificate of Authentication so executed on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration; 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
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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 cancelled by the Bond Registrar and thereafter disposed of as directed by the City.
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 his, her or its 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.
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 (15th) 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 (10) 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.
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14. Delivery; 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. For the convenience and proper administration of the
moneys to be borrowed and repaid on the Bonds, and to make adequate and specific security to
the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund
to be designated the "General Obligation Water Revenue Refunding Bonds of 2003 Fund" (the
"Fund") to be administered and maintained by the Finance Director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the City.
The Fund shall be maintained in the manner herein specified until all of the Bonds herein
authorized and the interest thereon shall have been fully paid. The Operation and Maintenance
Account and its two (2) separate subaccounts, the Water Operation and Maintenance Subaccount
and the Storm Water Operation and Maintenance Subaccount (the "Operation and Maintenance
Account) heretofore established by the City shall continue to be maintained in the manner
heretofore provided by the City. All moneys remaining after paying or providing for the items
set forth in the resolution establishing the Operation and Maintenance Account shall constitute
and are referred to as "net revenues" until the Bonds have been paid. There shall be maintained
in the Fund the following separate accounts to which shall be credited and debited all net
revenues of the Water System as hereinafter set forth. The City Finance Director and all officials
and employees concerned therewith shall establish and maintain financial records of the receipts
and disbursements of the Water System in accordance with this resolution. In such records there
shall be established and maintained accounts of the Fund for the purposes as follows:
(i) Payment Account. The proceeds of the Bonds shall be deposited in the
Payment Account. On or prior to August 1, 2003, the Finance Director shall transfer
$705,000.00 of Bond proceeds from the Payment Account to the paying agent for the
Refunded Bonds, which sum is sufficient, together with other funds on deposit in debt
service fund for the Refunded Bonds, to pay the principal and interest on the Refunded
Bonds due on and after August 1, 2003, including the principal of the Refunded Bonds
called for redemption on that date. The remainder of the monies in the Payment Account
shall be used to pay the costs of issuance of the Bonds. Any monies remaining in the
Payment Account after payment of all costs of issuance of the Bonds and payment of the
Refunded Bonds shall be transferred to the Debt Service Account.
(ii) Debt Service Account. To the Debt Service Account there is hereby
pledged and irrevocable appropriated and there shall be credited: (1) the net revenues of
the Water System not otherwise pledged and applied to the payment of other obligations
of the City, in an amount, together with other funds which may herein or hereafter from
time to time be irrevocably appropriated to the account sufficient to meet the
requirements of Minnesota Statutes, Section 475.61 for the payment of the principal and
interest of the Bonds; (2) any collections of all taxes which may hereafter be levied in the
event that the net revenues of the Water System and other funds herein pledged to the
payment of the principal and interest on the Bonds are insufficient therefor; (3) any
balance remaining after August 1, 2003, in the General Obligation Revenue Bond of
1994 Debt Service Account created by the Prior Resolution; (4) all investment earnings
on funds in the Debt Service Account; and (5) any and all other moneys which are
15408510 12
properly available and are appropriated by the governing body of the City to the Debt
Service Account. The amount of any surplus remaining in the Debt Service Account
when the Bonds and interest thereon are paid shall be used consistent with Minnesota
Statutes, Section 475.6 1, Subdivision 4.
The moneys in the Debt Service Account shall be used solely to pay the principal of and
interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. 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 the lesser of five percent (5%) of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the Fund (or
any other City account which will be used to pay principal and interest to become due on the
Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be
invested without regard as to yield shall not be invested in excess of the applicable yield
restrictions imposed by the 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 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 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. Coverage Test; Pledge of Net Revenues and Excess Net Revenues . It is hereby
found, determined and declared that the net revenues of the Water System, are sufficient in
amount to pay when due the principal of and interest on the Bonds and a sum at least five percent
(5%) in excess thereof, and the net revenues of the Water System are hereby pledged for the
payment of the Bonds and shall be applied for that purpose, but solely to the extent required to
meet the principal and interest requirements of the Bonds as the same become due.
Nothing contained herein shall be deemed to preclude the City from making further
pledges and appropriations of the net revenues of the Water System for the payment of other or
additional obligations of the City, provided that it has first been determined by the City Council
that the estimated net revenues of the Water System will be sufficient, in addition to all other
sources, for the payment of the Bonds and such additional obligations and any such pledge and
appropriation of the net revenues may be made superior or subordinate to, or on a parity with the
pledge and appropriation herein.
17. Covenant to Maintain Rates and Charg . In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the Water System
at the times and in the amounts required to produce net revenues (together with other funds
herein pledged) adequate to pay all principal and interest when due on the Bonds.
18. General Obligation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit and taxing
1540851v 1 13
powers of the City shall be and are hereby irrevocably pledged. If the special assessments and
the net revenues of the Water System appropriated and pledged to the payment of the principal
and interest on the Bonds, together with other funds irrevocably appropriated to the Payment
Account or the Debt Service Account, shall at any time be insufficient to pay the principal and
interest when due, the City covenants and agrees to levy, without limitation as to rate or amount
an ad valorem tax upon all taxable property in the City sufficient to pay such principal and
interest as it becomes due. If the balance in the Payment Account or Debt Service Account is
ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the
deficiency shall be promptly paid out of any other accounts of the City which are available for
such purpose, and such other funds may be reimbursed without interest from the Payment
Account or Debt Service Account when a sufficient balance is available therein.
19. Prior Bonds, Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
20. Redemption of Prior Bonds. The Prior Bonds which mature on and after August
1, 2004, shall be redeemed and prepaid on August 1, 2003, in accordance with the terms and
conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit A, which
terms and conditions are hereby approved and incorporated herein by reference. The Finance
Director is hereby authorized and directed to give mailed notice of redemption to the Paying
Agent of the Prior Bonds.
} 21. Certificate of Registration. The Finance Director is hereby directed to file a
certified copy of this resolution with the County Auditor of Dakota County, Minnesota, together
with such other information as the County Auditor shall require, and to obtain the County
Auditor's Certificate that the Bonds have been entered in the County Auditor's Bond Register.
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 financed by the Prior Bonds
(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
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
154085Iv 1 14
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States if the Bonds (together with other obligations reasonably expected to
be issued and outstanding at one time in this calendar year) exceed the small -issuer exception
amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage
rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby
finds, determines and declares that:
(i) the Bonds are issued by a governmental unit with general taxing powers;
(ii) no Bond is a private activity bond;
(iii) ninety-five percent (95%) or more of the net proceeds of the Bonds are to
be used for local governmental activities of the City (or of a governmental unit the
jurisdiction of which is entirely within the jurisdiction of the City); and
(iv) the aggregate face amount of all tax-exempt bonds (other than private
activity bonds) issued by the City (and all subordinate entities thereof, and all entities
treated as one issuer with the City) during the calendar year in which the Bonds are
issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all
within the meaning of Section 148(f)(4)(D) of the Code.
Furthermore:
1 (i) there shall not be taken into account for purposes of said $5,000,000 limit
any bond issued to refund (other than to advance refund) any bond to the extent the
amount of the refunding bond does not exceed the outstanding amount of the refunded
bond;
(ii) the aggregate face amount of the Bonds does not exceed $5,000,000;
(iii) each of the Refunded Bonds was issued as part of an issue which was
treated as meeting the rebate requirements by reason of the exception for governmental
units issuing $5,000,000 or less of bonds;
(iv) the average maturity of the Bonds does not exceed the average maturity of
the Refunded Bonds; and
(v) no part of the Bonds has a maturity date which is later than the date which
is thirty (30) years after the dates the Refunded Bonds were issued.
25. Designation of Qualified Tax -Exempt Obligations; Issuance Limit. 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:
(i) the Bonds are issued after August 7, 1986;
(ii) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
1540851v1 15
(iii) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(iv) 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 2003 will not exceed $10,000,000;
(v) not more than $10,000,000 of obligations issued by the City during this
calendar year 2003 have been designated for purposes of Section 265(b)(3) of the Code;
(vi) the aggregate face amount of the Bonds does not exceed $10,000,000; and
(vii) the Bonds are issued to refund, and not to "advance refund" the Prior
Bonds within the meaning of Section 149(d)(5) of the Code, and shall not be taken into
account under the $10,000,000 issuance limit to the extent the Bonds do not exceed the
outstanding amount of the Prior Bonds.
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. 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 each nationally recognized municipal securities
information repository ("NRMSIR.") and to the appropriate state information depository ("SID"),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking.
(b) 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.
27. 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
1540851vl 16
% 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 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, subject 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.
28. Supplemental Resolution. The Prior Resolution authorizing the issuance of the
Prior Bonds is hereby supplemented to the extent necessary to give effect to the provisions
hereof.
29. 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.
30. 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 duly seconded by
Councilmember Schneeman and, after a full discussion thereof and upon a vote being taken
thereon, the following voted in favor thereof: Duggan, Krebsbach, Schneeman, Vitelli
and the following voted against the same: None
Whereupon the Resolution was declared duly passed and adopted.
15408510 17
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION WATER REVENUE BOND OF 1994
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Mendota Heights,
Dakota County, Minnesota, there have been called for redemption and prepayment on
August 1, 2003
those outstanding bonds of the City designated General Obligation Revenue Bonds of 1994,
dated December 1, 1994, having stated maturity dates in the years 2004 through 2009, inclusive,
and totaling $705,000 in principal amount. The bonds are being called at a price of par and
accrued interest to August 1, 2003, on which date interest will cease to accrue. Holders of the
bonds hereby called for redemption are requested to present their bonds for payment, at Wells
Fargo Bank Minnesota, National Association (as successor to Norwest Bank Minnesota,
National Association), in Minneapolis, Minnesota on or before August 1, 2003.
Dated: July 1, 2003.
BY ORDER OF THE CITY COUNCIL
/s/ Kathleen M. Swanson
Clerk
1540851v 1 A-1
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
I, the undersigned, being the duly qualified and acting Clerk of the City of Mendota
Heights, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing
extract of minutes with the original thereof on file in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council duly called and held on
the date therein indicated, insofar as such minutes relate to providing for the issuance and sale of
$730,000 General Obligation Water Revenue Refunding Bonds of 2003.
WITNESS my hand this 1 st day of August, 2003.
Clerk
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