Res 2003- 48 Crossover Refunding Bonds of 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 called and held at the City Hall in said
City on Tuesday, July 1, 2003, at 7:30 P.M., for the purpose, in part, of authorizing the issuance
and awarding the sale of $690,000 General Obligation Crossover 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 $690,000 GENERAL OBLIGATION CROSSOVER REFUNDING BONDS OF 2003,
PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS,
AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Mendota Heights, Minnesota (the
"City"), has heretofore determined and declared that it is necessary and expedient to provide
moneys for a crossover refunding of the City's General Obligation Refunding and Improvement
Bonds of 1995 dated February 1, 1995 (the "Prior Bonds"), issued pursuant to the resolution of
the City Council, dated November 7, 1995 (the "Prior Resolution"); and
B. 'WHEREAS, $660,000 of the principal amount of the Prior Bonds which mature
on or after February 1, 2005, are callable on February 1, 2004, at a price of par plus accrued
interest, as provided in the Prior Resolution; and
C. WHEREAS, the refunding of the callable Prior 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
D. WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to issue General Obligation Crossover Refunding Bonds of 2003 of the
City in the amount of $690,000 (the "Bonds"), pursuant to Minnesota Statutes, Chapter 475, to
provide moneys for a crossover refunding of the callable Prior Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Mendota
Heights, Minnesota, as follows:
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1. Acceptance of Offer. The offer of Northland Securities, Inc., (the "Purchaser"), to
purchase the Bonds in accordance with the terms nd at thsett
thand to pay therefor the sum of $647,580, plus intearest accrued to lement, is hereby accepted.
2. Bond Terms.
(a) Title, original Issue, Date-, Denominations.,_ Maturities. The Bonds shall be titled
"General Obligation Crossover Refunding Bonds of 2003", shall be dated July 1, 2003, 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:
Year Amount
2005
$175,000
2006
170,000
2007
95,000
2008
55,000
2009
50,000
2010
50,000
2011
50,000
2012
45,000
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 Y Onl -S-Ys—tem- The Depository Trust Company, a limited purpose
--- an it
trust company organized under the laws of the State of New York or y of its successors or s
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
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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 ad deem the Depository to
be the absolute owner of the Bonds for the purpose of paymennt of the principal of and
g
if any, and interest on pub of iving notices of
the Bonds, for the pu
premium, to the . for the purpose of obtaining any
redemption and other matters with respect e Bonds transfers
consent or other action to be taken by Holders for the purpose of registering
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 Citythe Bonds
's
obligations with respect to the principal of d premium, if any, and interest on
an
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
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicale 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
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shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) I 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 agencylbond 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 ofBook-Entryy System. Discontinuance of a particular
_ 0�j
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
the of the Depository with respect to 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 10 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.
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(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 Refunding Find The Bonds shall provide funds for a crossover
refunding of the callable Prior Bonds (the "Refunding"). it is hereby found, determined and
declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67, Subdivision 13,
and as of the crossover date of the Bonds, shfrooml dtdollar amount of the debt service to the Citya total dollar amount of $951,400.00 for the
Prior Bonds to a total dollar amount of $921,528.01 for the Bonds, computed in accordance with
the provisions of Minnesota Statutes, Section 475.67, Subdivision 12, and accordgly the per
amount of such present value of the debt service for the Bonds is lower by at least inthree percent
(3.00%) than the dollar amount of such present value of the debt service for the Prior Bonds as
required in said Subdivision 12.
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 Interest
Year Rate
2005 1.25%
2006 1.50
2007 1.85
2008 2.25
2009 2.50
2010 2.75
2011 3.00
2012 3.10
5. Redemption. All Bonds maturing in the year 2011 and thereafter shall be subject
to redemption and prepayment at the option of the City on February 1, 2010, 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 amets
within each maturity to be redeemed shall be determined by the City; and if only parto
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 bolder of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
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
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ng such method of selection as it shaldeem proper
Bond Registrar shall then select by lot, usinumbers as,l at $5,000 form
its discretion, from the numbers so assigned to such Bonds, as many
each number, shall equal the principal amount of such 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 such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assignethe Bond d to it and so cele
cteif d. If
a Bond is to be redeemed only in part, it shall be surrendered to Registrar (wthe
City or Bond Registrar so requires, a written instrument of transfer in foorm isisfactory tothe
City and Bond Registrar duly executed by the holder thereof or his, her r itattorney duly
and the Bond Registrar shall
authorized in writing) and the City shall execute (if necessary)
authenticate and deliver to the Holder of such Bond, withantd
hBonds of the same series having the same stated maturityinterest rate and of any Authorized
Denomination or Denominations�edeemed
dinegate principal amount
equal to and in exchange forthe portion of the principal of the Bond so surrendered.
6. Bond Registrar. U.S.
Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bs
onds (the "Bond
cessor Bond Registrars iduly appointed, all
Registrar"), and shall do so unless and until a suc herewith.
the City and Bond Registrar shall execute which is consistent he
pursuant to any contract gent unless and until a successor paying agent is
The Bond Registrar shall also serve as paying ag
duly appointed. Principal and interest on the Bonds shhie pairecord holders) of the Bonds in the manner set forth inorm of Bond and paragraph 12 of this
resolution. Bond. The Bonds, together with the Bond Registrar's Certificate of
7. Form of ent and the registration information thereon, shall be in
Authentication, the form of Assignin
substantially the following form:
1.1
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
R-________
GENERAL OBLIGATION CROSSOVER REFUNDING BOND OF 2003
INTEREST MATURITY DATE OFRATE
CUSIP
D ORIGINAL ISSUE
AUGUST 1, 2003
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: a Heights, Dakota County, Minnesota (the "Issuer"), certifies that it is
The City of Mendot
indebted and for value received promises to pay to thregistered owner specified aboabove, ve, or on
registered assigns, in the manner hereinafter set forthe, the principal amount specified
the maturity date specified above, unless called for earlier 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
ndateInterest of original issueDprovided for. This Bond will bear interest from the most reinterest has been paid or, if no interest has been paid, frme ahereof. The
principal of and premium, if any, on this Bond are payable upon -presentation and surrender
l Associaon, in St. Paul, appoin
hereof at the principal office of U.S. Bank Nationatiyted by the
"Bond Registrar"), acting as paying agent, or any successor paying agent dulM
Issuer. Interest on this Bond will be paid on each Interest Payment Date by chd
k or draft mailed
to the person in whose name this Bond is registered (the "Holder" or "Bondholr") on the
registration books of the Issuer maintained by the Bond Registrar and at the precedingsuchthereon at the close of business on the fifteenth day of the calendar month next p
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 �allllbe
payable to the person who is the Holder hereof at the cosof business oa date he"Sp
Record Date") fixed by the Bond Registrar whenever money�b ecmesaBondholders nto ymot lessthe defaulted interest. Notice of the Special Record Date sl be given
than ten days prior to the Special Record Date. The principal of and prof America. Soemium, if any, and long as
interest on this Bond are payable in lawful money of the United States
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as thand
not
thaet of principal of,
premium, if any, and interest onthis Bondce with respect thereto shall be made as
provided in the Letter of Representations, as defined in the Resolution, and surrender of this
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Bond shall not be required for payment of the redemption price upon a partial redemption of this
Bond. Until termination of the book-entryonly system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Redemption. All Bonds of this issue (the "Bonds") maturing in the year 2011 and
thereafter are subject to redemption and prepayment at the option oftth.e
issuern Fe1,2010, and on any date thereafter at a price of par plus accrued inteesRedemption may be in
the maturities and
whole or in part of the Bonds subject to prepayment. If redemption is in part,
the principal amounts within each maturity to be redeemed shall be for
rmineheissefir;ndif only part of the Bonds having a common maturity datercalled menthe
c
Bonds to be prepaid shall be chosen by lot by o
Bonistrdcalled for redemption shall be due and payabln 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 Holder of the Bonds.
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 shasl alat
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers ,
$5,000 for each number, shall equal the principal amount of sued numbers
breme.TheBnds o be redeemed shall be the Bonds to whichere iso 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 �n�lch �enderedgo
selected. If a Bond is to be redeemed only in part, itbe the Bond Registrar
(with, if the issuer or Bond Registrar so requaleds, exeut
trumtrfyed by the Holder thereof or his, her or its
satisfactory to the Issuer and Bond Registrar�
attorney duly authorized in writing) and the Issuer shall execute (if necessarseice
) charge, daRegistrar shall authenticate and deliver to the Holder of such Bond, without
new Bond or Bonds of the same series having the same stated maturity and interest rate egate and of
any Authorized Denomination or Denominations, as requested by such Holder, in aggr
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 $690,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, which Soanand in full conformity with the Constitution and laws of the ate of Minnesota and pursuant to a
resolution adopted by the City Council on July 1, 2003 (the "Resolution"), for the purpRefunding
ose of
providing funds sufficient for a crossover refunding of the issuer's General Obligation
and Improvement Bonds of 1995, dated November 1, 1995, and
the Debt Service Account,and thereafter. This Bond is payable out of the EscrowAccount
of the issuer's General Obligation Crossover Refunding Bonds of 2003 Fund. This Bond full
nd
constitutes a general obligation of the issuer, and to provide moneys for the prompt a
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.
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Denominations; Exchange*,solutioned. Tin the Resolution) and are he Bonds are issuable solelexcy ashangeable ffully regisortered
bonds in Authorized Denominations (as deft
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 his, her or its 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 otherwioowhetheror
provided eand
neitherRecord Date) and for all other purpsesnot this Bond shall be overdue,
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 Obligati . 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, nd that hereof this
Bond, together with all other debts of the Issuer outstanding on the date of original isasue
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
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its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: U.S. BANK NATIONAL
ASSOCIATION
Payable at: U.S. BANK NATIONAL
ASSOCIATION
BOND REGISTRAR'S CITY OF MENDOTA HEIGHTS,
CERTIFICATE OF DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
/s/ Facsimile
mentioned within.
Mayor
U.S. BANK NATIONAL
ASSOCIATION
/s/ Facsimile
St. Paul, Minnesota
Clerk
Bond Registrar
By__-----�
Authorized Signature
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this B
,lbe construed as though they were written out in fall according to applicablelaws or gulations:
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 - (Gust) as custodian for (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 fall 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:
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PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED SIGNATURE
DATE AMOUNT OF HOLDER
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8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of
the Purchaser, typewritten) and 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, photocopies) 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 such officer, the Bonds may be signed by the manual or
facsimile signature of that officer who may act on behalf of such absent or disabled officer. In
case either such 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, such signature or facsimile
shall nevertheless be valid and sufficient for all purposes, the same as if he or she 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. Such temporary
--1-
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
such 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 oaAud
e nd shall
be conclusive evidence that it has been authentnd delivered under this oresolution.
10. Registr ion•, 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
13
1543051vl
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.
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 tote
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
itten instrument of transfer, in form satisfactory to the Bond Registrar,
be accompanied by a wr or his, her or its attorney duly authorized in writing.
duly executed by the Holder thereof
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 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 (15th)
arand at the address appearing thereon at the ce of business oe fifteenth 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 payabtheo
e e
Hatof
as of the Regular Record Date, and shall be payable to pson who is the Holder thereof
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 above) 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
1543051vl
14. Delivga-;M
, _licationof Proceeds. The Bonds when so prepared and executed
shall be delivered by the Clerk 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 Crossover Refunding Bonds of 2003 Fund" (the "Fund") to be administered
and maintained by the Clerk 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 and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts, to be designated the "Escrow
Account" and "Debt Service Account", respectively.
(a) Escrow Account. The Escrow Account shall be maintained as an escrow account
with U.S. Bank National Association (the "Escrow Agent"), in Saint Paul, Minnesota, which is a
suitable financial institution within or without the State whose deposits are insured by the
Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than
$500,000. All proceeds of the sale of the Bonds shall be received by the Escrow Agent and
applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds
not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow
Account, together with all investment earnings thereon. The Escrow Account shall be invested
in securities maturing or callable at the option of the holder on such dates and bearing interest at
sufficient fun together such rates as shall be required to provide s icient ds, toge er with any cash or other funds
retained in the Escrow Account, (i) to pay when due the interest to accrue on each Bond herein
authorized to and including February 1, 2004; and (ii) to pay when called for redemption on
February 1, 2004, the principal amount of each of the Prior Bonds. From the Escrow Account
there shall be paid (1) all interest on the Bonds herein authorized to and including February 1,
2004, and (2) the principal of the Prior Bonds due by reason of their call for redemption on
February 1, 2004. The Escrow Account shall be irrevocably appropriated to the payment of the
principal of and interest on the Bonds herein authorized until the proceeds of the Bonds are
applied to payment of the Prior Bonds. The moneys in the Escrow Account shall be used solely
for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow
Account may be remitted to the City, all in accordance with an agreement (the "Escrow
Agreement") by and between the City and Escrow Agent, a form of which agreement is on file in
the office of the Clerk. Any moneys remitted to the City upon termination of the Escrow
Agreement shall be deposited in the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (1) after the crossover date, all uncollected
special assessments pledged to the payment of the Prior Bonds; (2) any collections of all taxes
herein or hereafter levied for the payment of the Bonds and interest thereon; (3) any collections
of all taxes heretofore levied for the payment of the Prior Bonds and interest thereon which are
not needed to pay the Prior Bonds as a result of the Refunding; (4) any balance remitted to the
City upon the termination of the Escrow Agreement; (5) any balance remaining on February 2,
2004, in the General Obligation Refunding and Improvement Bonds of 1995 Fund created by the
Prior Resolution; (6) all investment earnings on funds in the Debt Service Account; and (7) 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 amount of any surplus remaining in the Debt Service
1543051v1 15
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 sued 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. 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.
17. Special Assessments. The City has heretofore levied special assessments
pursuant to the Prior Resolution, which assessments were pledged to the payment of the principal
and interest on the Prior Bonds and, after the crossover date, all uncollected special assessments
are now pledged to the payment of principal and interest on the Bonds herein authorized.
18. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies. 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:
Year of Tax Levy Year of Tax Collection Amount
2003
2004
2005
2006
2007
2008
2009
2010
1543051v1 16
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The tax levies are such that if collected in full they, together with estimated collections of
special assessments and other revenues herein pledged for the payment of the Bonds and sums
held in the Escrow Account, 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 irreparable 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.
Upon payment of the Prior Bonds, the uncollected taxes levied in paragraph 18 of the
Prior Resolution authorizing the issuance of the Prior Bonds which are not needed to pay the
Prior Bonds as a result of the Refunding shall be canceled.
19. 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 fall; 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 Y
crued to the date of such
deposit. The City may also discharge its obligations with respect to anprepayable 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 fall,
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.
20. General Obligation Pledg . 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
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Escrow
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 Escrow Account or Debt Service Account when a sufficient balance is available
therein.
21. Securities;. Escrow Agent. Securities purchased from moneys in the Escrow
Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67,
Subdivision 8, and any amendments or supplements thereto. Securities purchased from the
Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City
17
1543051vl
Council has investigated the facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
22. Redemption of Prior Bonds. The Prior Bonds which mature in 2005 and
thereafter shall be redeemed and prepaid on February 1, 2004, in accordance with the terms and
conditions set forth in the Notice of Call for Redemption, substantially in the form attached to
the Escrow Agreement, which terms and conditions are hereby approved and incorporated
herein by reference. Said Notice of Call for Redemption shall be given pursuant to the Escrow
Agreement.
23. Escrow Agreement. On or prior to thedelivery of the Bonds the Mayor and Clerk
shall, and are hereby authorized and directed to, execute on behalf of the City an Escrow
Agreement. The Escrow Agreement is hereby omr
oveenanforce
anddart th nt
resolution, and the city covenants that it will pptly all provisions thereof in e eve
of default thereunder by the Escrow Agent.
24. Purchase of. SLGS or Open Market Securities. Northland Securities, Inc., as agent
nuncaies
d its
for the Council, is hereby authorized and directed to purafthname the appropriate United States Treasury Securities, State and Loclfal oermentCiSer
and/or open market securities as provided in paragraph 1 above, frovision
ds
and, to the extent necessary, other available funds,lin2accordance with the pros of this
d to execute all such docents (incthe
resolution and the Escrow Agreement ano effect accordance)
such purchase inuding with the applicable
appropriate subscription form) required t
U.S. Treasury Regulations.
25. Certs ate of Registration. The Clerk is hereby directed to file a certified copy of
this resolution with the County Auditor of Dakotawn ouMinnesota, together with such other
information as he or she shall require, and to obtthe County Auditor's Certificate that the
Bonds have been entered in the County AuditoT'e Bond Register, hat the tax levy for the Prior
Bonds has been canceled, and that the tax levyquired by law fotr the Bonds
has been made.
e th
26. Continuing Disclosure. The City is the sole obligated person with respect to e
Bonds. The City hereby agrees, in accordance with me„)
of Rullc2-12 (the "Rule"),
promulgated by the Securities and Exchange commission (the "Commisseion5") 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
then
Hoddand in the Undertaking is intended to be for the benefd that ght to enforce the provisions of these
enforceable on behalf of such Holders; provide
18
1543051VI
covenants shall be limited to a right to obtain specific enforcement of the city's obligations under
the covenants. lerk of the City, or any other officer of the City authorized to act in their
The Mayor and C ty
place (the "Officers") are the hereby authorized and directeCity
council subject execute on behalf to such modifications
of the City the
ations
Undertaking in substantially the form presented to the requirements under the Rule, (ii)
thereof or additions thereto as are (i) consistent awe
required by the Purchaser of the Bonds, and (iiiccptable to the officers.
s. The officers of the City are hereby authorized and
27. Records Certificates. chaser, and to the attorneys approving the legality of the
directed to prepare and furnish to the Pur, gs and records of the City relating to the
issuance of the Bonds, certified copies of all proceedin such other affidavits, certificates
Bonds and to the financial condition and affairs of the City, and of the
required to show the facts relating to their
gu
arand information as are ar from the books and -records undetodyand controlior as
Bonds as the same appear and all such certified copies, certificates and affidavits, including any
otherwise known to them, tions of the City as to the facts recited therein.
heretofore furnished, shall be deemed representa
28. Ne ative Covenant as to Use of 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.
29. Tax-Exem t Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion. ftorn gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
temporary periods for investments, (2) limitations on amounts
(1) requirements relating to tempo e e investment
greater than the yield on the Bonds, and (3) the rebate of excess in tin
invested at a yield States if the Bonds (together with othX
obligations reasonably and
to
earnings to the United e in this calendar year) ceed the small -issuer exception
be issued and outstanding at one time
amount of $5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate requideterminesrementand
s
for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
),overnmental unit with general taxing powers, (2) no
declares that (1) the Bonds are issued by a g
Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the
Bonds are to be used for local governmental activities of the City (rand
rnmentlniejurisdiction of which is entirely within the jurisdiction of the City)(4) the aggregate face
her than private activitysue
dand all
amount of all tax-exempt bonds (ot with the City) during the
subordinate entities thereof, and all entities treated as one ir
calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000, all
within the meaning of Section 148(f)(4)(D) of the Code.
19
1543051VI
Furthermore:
(i) each of the Prior 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;
(ii) the average maturity of the Bonds does not exceed the remaining average
maturity of the Prior Bonds; and
(iii) no maturity of the Bonds has a, maturity date which is later than the date
which is thirty (30) years after the dates the Prior Bonds were issued.
30. Designation of Qualified Tax -Exempt Ohl
Yb ig_��ions. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265 b 3 of e 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 5 01 (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;
(e) 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; 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.
31. Supplemental Resolution. The Prior Resolution is hereby supplemented to the
extent necessary to give effect to the provisions of this resolution.
32. Sev iii . 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.
33. Headings. Headings in this resolution are included for convenience of reference hereof
only and are not a part hereof, and shall not limit or define the meaning of any provision
20
1543051vl
The motion for the adoption of the foregoing resolution was duly seconded by member
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.
21
1543051vl
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 of
$690,000 General Obligation Crossover Refunding Bonds of 2003.
WITNESS my hand this 2nd day of July, 2003.
1543051v1