Res 2015- 85 Award Bonds 2015A
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF MENDOTA HEIGHTS, MINNESOTA
HELD: November 3, 2015
Pursuant to due call, a regular meeting of the City Council of the City of Mendota
Heights, Dakota County, Minnesota, was duly held at the City Hall on November 3, 2015, at
8:00 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of
$1,200,000 General Obligation Bonds, Series 2015A.
The following members were present: Sandra Krebsbach, Ultan Duggan, Liz Petschel, Michael
……………………………………… Povolny
and the following were absent: Stephen Norton.
Member Duggan introduced the following resolution and moved its adoption:
RESOLUTION NO. 2015-85
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,200,000 GENERAL
OBLIGATION BONDS, SERIES 2015A, 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 issue
$1,200,000 General Obligation Bonds, Series 2015A (the "Bonds" or individually a "Bond"),
pursuant to Minnesota Statutes, Chapter 475 and 429 and Section 412.301, to finance the
construction of various public improvements within the City (the "Improvements"), in the
amount of $990,000 (the "Improvement Portion of the Bonds") and to finance the purchase of
capital equipment for the City (the "Equipment") in the amount of $210,000 (the "Equipment
Portion of the Bonds"); and
B.WHEREAS, the Improvements and all their components have been ordered prior
to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
C.WHEREAS, each item of Equipment to be financed by the Equipment Portion of
the Bonds has an expected useful life at least as long as the term of the Equipment Portion of the
Bonds. The principal amount of the Equipment Portion of the Bonds does not exceed one-
quarter of one percent (0.25%) of the estimated market value of the taxable property in the City
($1,784,735,700 times 0.25% is $4,461,839.25); and
D.WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
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Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Ehlers; and
E.WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Clerk, or designee, at the offices of Ehlers at 10:00 A.M., this same day pursuant to the
Preliminary Official Statement; and
F.WHEREAS, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Mendota
Heights, Minnesota, as follows:
1.Acceptance of Proposal. The proposal of Northland Securities, Inc., Minneapolis,
Minnesota (the "Purchaser"), to purchase the Bonds in accordance with the Preliminary Official
Statement, at the rates of interest hereinafter set forth, and to pay therefor the sum of
$1,189,625.66, plus interest accrued to settlement, is hereby found, determined and declared to
be the most favorable proposal received and is hereby accepted, and the Bonds are hereby
awarded to the Purchaser. The Finance Director is directed to retain the deposit of the purchaser
and to forthwith return to the unsuccessful bidder and any good faith checks or drafts.
2.Bond Terms.
(a)Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated November 24, 2015, as the date of original issue and shall be issued forthwith on
or after such date in fully registered form, 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") and shall mature on February 1 in the years and amounts as
follows:
YearAmount YearAmount
2017 $20,000 2027 $50,000
2018 70,000 2028 50,000
2019 70,000 2029 50,000
2020 75,000 2030 55,000
2021 75,000 2031 55,000
2022 75,000 2032 55,000
2023 75,000 2033 55,000
2024 75,000 2034 55,000
2025 75,000 2035 55,000
2026 50,000 2036 60,000
All dates are inclusive. As may be requested by the Purchaser, one or more term Bonds
may be issued having mandatory sinking fund redemption and final maturity amounts
conforming to the foregoing principal repayment schedule, and corresponding additions may be
made to the provisions of the applicable Bond(s).
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(b)Allocation. The Improvement Portion of the Bonds, being the aggregate principal
amount of $990,000, maturing in each of the years and amounts hereinafter set forth, is issued to
finance the Improvements. The Equipment Portion of the Bonds, being the aggregate principal
amount of $210,000, maturing in each of the years and amounts hereinafter set forth, is issued to
finance the Equipment.
Improvement Equipment
YearPortion (Amount) Portion (Amount) Total Amount
2017- $20,000 $20,000
2018 $50,000 20,000 70,000
2019 50,000 20,000 70,000
2020 50,000 25,000 75,000
2021 50,000 25,000 75,000
2022 50,000 25,000 75,000
2023 50,000 25,000 75,000
2024 50,000 25,000 75,000
2025 50,000 25,000 75,000
2026 50,000 -50,000
2027 50,000 -50,000
2028 50,000 -50,000
2029 50,000 -50,000
2030 55,000 -55,000
2031 55,000 -55,000
2032 55,000 -55,000
2033 55,000 -55,000
2034 55,000 -55,000
2035 55,000 -55,000
2036 60,000 -60,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particular portion of debt
service) as provided in this paragraph. If the source of prepayment moneys is the general fund of
the City, or other generally available source, the prepayment may be allocated to any of the
portions of debt service in such amounts as the City shall determine. If the source of a
prepayment is special assessments pledged to and taxes levied for the Improvements, the
prepayment shall be allocated to the Improvement Portion of debt service. If the source of a
prepayment is taxes levied for the Equipment, the prepayment shall be allocated to the
Equipment Portion of debt service.
(c)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:
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(i)The Bonds shall be initially issued and, so long as they remain in book entry form
only (the "Book Entry Only Period"), shall at all times be in the form of a separate
single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized
Denominations for any Bond shall be deemed to be limited during the Book Entry
Only Period to the outstanding principal amount of that Bond.
(ii)Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of
CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii)With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds
shown on the books and records of the Participant (the "Beneficial Owner").
Without limiting the immediately preceding sentence, neither the City, nor the
Bond Registrar, shall have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the Nominee or any Participant
with respect to any ownership interest in the Bonds, or (B) the delivery to any
Participant, any Owner or any other person, other than the Depository, of any
notice with respect to the Bonds, including any notice of redemption, or (C) the
payment to any Participant, any Beneficial Owner or any other person, other than
the Depository, of any amount with respect to the principal of or premium, if any,
or interest on the Bonds, or (D) the consent given or other action taken by the
Depository as the Registered Holder of any Bonds (the "Holder"). For purposes
of securing the vote or consent of any Holder under this Resolution, the City may,
however, rely upon an omnibus proxy under which the Depository assigns its
consenting or voting 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.
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(v)Upon delivery by the Depository to the Bond Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of
the existing Nominee, and subject to the transfer provisions in paragraph 10,
references to the Nominee hereunder shall refer to such new Nominee.
(vi)So long as any Bond is registered in the name of a Nominee, all payments with
respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the
Bond Registrar or City, as the case may be, to the Depository as provided in the
Letter of Representations to the Depository required by the Depository as a
condition to its acting as book-entry Depository for the Bonds (said Letter of
Representations, together with any replacement thereof or amendment or
substitute thereto, including any standard procedures or policies referenced
therein or applicable thereto respecting the procedures and other matters relating
to the Depository's role as book-entry Depository for the Bonds, collectively
hereinafter referred to as the "Letter of Representations").
(vii)All transfers of beneficial ownership interests in each Bond issued in book-entry
form shall be limited in principal amount to Authorized Denominations and shall
be effected by procedures by the Depository with the Participants for recording
and transferring the ownership of beneficial interests in such Bonds.
(viii)In connection with any notice or other communication to be provided to the
Holders pursuant to this Resolution by the City or Bond Registrar with respect to
any consent or other action to be taken by Holders, the Depository shall consider
the date of receipt of notice requesting such consent or other action as the record
date for such consent or other action; provided, that the City or the Bond Registrar
may establish a special record date for such consent or other action. The City or
the Bond Registrar shall, to the extent possible, give the Depository notice of such
special record date not less than fifteen 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, make a notation of the reduction in principal amount on the panel
provided on the Bond stating the amount so redeemed.
(d)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
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responsibilities with respect thereto under applicable law. The City may
terminate the services of the Depository with respect to the Bond if it determines
that the Depository is no longer able to carry out its functions as securities
depository or the continuation of the system of book-entry transfers through the
Depository is not in the best interests of the City or the Beneficial Owners.
(ii)Upon termination of the services of the Depository as provided in the preceding
paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the
City, is willing and able to assume such functions upon reasonable or customary
terms, or if the City determines that it is in the best interests of the City or the
Beneficial Owners of the Bond that the Beneficial Owners be able to obtain
certificates for the Bonds, the Bonds shall no longer be registered as being
registered in the bond register in the name of the Nominee, but may be registered
in whatever name or names the Holder of the Bonds shall designate at that time,
in accordance with paragraph 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii)Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph
10.
(e)Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3.Purpose. The Improvement Portion of the Bonds shall provide funds to finance
the construction of the Improvements. The Equipment Portion of the Bonds shall provide funds
to finance acquisition of the Equipment. The Improvements and Equipment are herein referred
to together as the Project. The total cost of the Project, which shall include all costs enumerated
in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the
Bonds. The City covenants that it shall do all things and perform all acts required of it to assure
that work on the Project proceeds with due diligence to completion and that any and all permits
and studies required under law for the Project are obtained.
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4.Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2016,
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
2017 0.9% 2027 2.50%
2018 0.9 2028 2.50
2019 0.9 2029 3.00
2020 1.25 2030 3.00
2021 1.25 2031 3.00
2022 1.55 2032 3.00
2023 1.55 2033 3.00
2024 2.00 2034 3.00
2025 2.00 2035 3.00 ...
2026 2.50 2036 3.00 …
5.Redemption. All Bonds maturing on February 1, 2025, and thereafter, are subject
to redemption on February 1, 2024, and on any date thereafter at the option of the City at a price
of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the maturities and the principal amounts within each
maturity to be redeemed shall be determined by the City; and if only part of the Bonds having a
common maturity date are called for prepayment, the specific Bonds to be prepaid shall be
chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be
due and payable on the redemption date, and interest thereon shall cease to accrue from and after
the redemption date. Mailed notice of redemption shall be given to the paying agent and to each
affected registered holder of the Bonds not more than sixty (60) days and not fewer than thirty
(30) days prior to the date fixed for redemption.
Prior to the date on which any Bond or Bonds are directed by the City to be redeemed in
advance of maturity, the City will cause notice of the call thereof for redemption identifying the
Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the addresses
shown on the Bond Register. All Bonds so called for redemption will cease to bear interest on
the specified redemption date, provided funds for their redemption have been duly deposited.
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
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
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 assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
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City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6.Bond Registrar. Bond Trust Services Corporation, in Roseville, 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.
7.Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
R-_______ $_________
GENERAL OBLIGATION BOND, SERIES 2015A
Interest Rate Maturity Date Date of Original Issue CUSIP
February 1, November 24, 2015
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
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, unless called for earlier redemption, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, and to pay interest
thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment
Date"), commencing August 1, 2016, 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 Bond Trust Services Corporation, in Roseville, Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
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Issuer, 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 the Letter of Representations, as defined in the Resolution, and surrender of this
Bond shall not be required for payment of the redemption price upon a partial redemption of this
Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Optional Redemption. The Bonds of this issue (the "Bonds") maturing on February 1,
2025, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2024, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected registered holder of the Bonds
not more than sixty (60) days and not fewer than thirty (30) days prior to the date fixed for
redemption.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of 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 such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
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Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $1,200,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, 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 November 3, 2015 (the "Resolution"), for the purpose of providing money to
finance various projects within the jurisdiction of the Issuer. This Bond is payable out of the
General Obligation Bonds, Series 2015A Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the full faith and credit and taxing
powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or 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; 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 Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: BOND TRUST SERVICES
CORPORATION
Payable at: BOND TRUST SERVICES
CORPORATION
BOND REGISTRAR'S
CITY OF MENDOTA HEIGHTS,
CERTIFICATE OF
DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
/s/ Facsimile
within.
Mayor
Bond Trust Services Corporation
Roseville, Minnesota,
Bond Registrar
/s/ Facsimile
Clerk
By:
Authorized Signature
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - ___________ as custodian for ______________
(Cust) (Minor)
under the _____________________ Uniform
(State)
Transfers to Minors Act
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.)
12
7289428v1
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Date Amount Authorized signature of Holder
13
7289428v1
8.Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9.Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is November 24, 2015. 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
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
14
7289428v1
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Finance Director is hereby
authorized to negotiate and execute the terms of said agreement.
11.Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12.Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date"). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the
Special Record Date.
13.Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14.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. There is hereby established a special fund to be designated
"General Obligation Bonds, Series 2015A 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
15
7289428v1
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
"Construction Account" and "Debt Service Account", respectively.
(a)Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less capitalized interest. From the Construction Account there
shall be paid all costs and expenses of the Project, including the cost of any construction
contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in
Minnesota Statutes, Section 475.65; and the moneys in the Construction Account shall be used
for no other purpose except as otherwise provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes herein levied or covenanted to be
levied; and provided further that if upon completion of the Project there shall remain any
unexpended balance in the Construction Account, the balance shall be transferred by the Council
to the Debt Service Account.
(b)Debt Service Account. There shall be maintained two separate subaccounts in the
Debt Service Account to be designated the "Improvements Debt Service Subaccount", and the
"Equipment Debt Service Subaccount". There are hereby irrevocably appropriated and pledged
to, and there shall be credited to the separate subaccounts of the Debt Service Account:
(i)Improvements Debt Service Subaccount. To the Improvements Debt Service
Subaccount there shall be credited: (A) all collections of special assessments
herein covenanted to be levied with respect to the Improvements and either
initially credited to the Construction Account and not already spent as permitted
above and required to pay any principal and interest due on the Bonds or collected
subsequent to the completion of the Improvements and payment of the costs
thereof; (B) any collections of all taxes which herein or hereafter levied for the
payment of the principal and interest on the Improvement Portion of the Bonds;
(C) a pro rata share of all funds remaining in the Construction Account after
completion of the Project and payment of the costs thereof; (D) capitalized
interest in the amount of $26,865.42, (E) all investment earnings on funds held in
the Improvements Debt Service Subaccount; and (F) any and all other moneys
which are properly available and are appropriated by the governing body of the
City to the Improvements Debt Service Subaccount. The Improvements Debt
Service Subaccount shall be used solely to pay the principal and interest and any
premium for redemption of the Improvement Portion of the Bonds and any other
general obligation bonds of the City hereafter issued by the City and made
payable from said subaccount as provided by law
(ii)Equipment Debt Service Subaccount. To the Equipment Debt Service
Subaccount there shall be credited: (A) all taxes herein and hereafter levied for
the payment of the Equipment Portion of the Bonds; (B) a pro rata share of all
funds remaining in the Construction Account after completion of the Project and
payment of the costs thereof; (C) all investment earnings on funds held in the
Equipment Debt Service Subaccount; and (D) any and all other moneys which are
properly available and are appropriated by the governing body of the City to the
16
7289428v1
Equipment Debt Service Subaccount. The Equipment Debt Service Subaccount
shall be used solely to pay the principal and interest and any premiums for
redemption of the Equipment Portion of the Bonds.
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 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 Construction
Account or Debt Service Account (or any other City account which will be used to pay principal
or interest to become due on the bonds payable therefrom) in excess of amounts which under
then applicable federal arbitrage regulations may be invested without regard to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into account any applicable "temporary periods" or
"minor portion" made available under the federal arbitrage regulations. 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
Internal Revenue Code of 1986, as amended (the "Code").
16.Covenants Relating to the Improvement Portion of the Bonds.
(a)Assessments. It is hereby determined that no less than twenty percent of the cost
to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes,
Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every
assessable lot, piece and parcel of land benefited by any of the Improvements. The City hereby
covenants and agrees that it will let all construction contracts not heretofore let within one year
after ordering each Improvement financed hereunder unless the resolution ordering the
Improvement specifies a different time limit for the letting of construction contracts. The City
hereby further covenants and agrees that it will do and perform as soon as they may be done all
acts and things necessary for the final and valid levy of such special assessments, and in the
event that any such assessment be at any time held invalid with respect to any lot, piece or parcel
of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken
by the City or the City Council or any of the City officers or employees, either in the making of
the assessments or in the performance of any condition precedent thereto, the City and the City
Council will forthwith do all further acts and take all further proceedings as may be required by
law to make the assessments a valid and binding lien upon such property. It is hereby
determined that the assessments shall be payable in equal, consecutive, annual installments, with
general taxes for the years shown below and with interest on the declining balance of all such
assessments at a rate per annum not greater than the maximum permitted by law and not less
than the rates per annum shown opposite their collection years specified below:
17
7289428v1
Improvement Designations Levy Years Collection Years RateAmount
Victoria Road South 2016-2034 2017-2035 6.00% See Attached
Reconstruction Project Schedule
At the time the assessments are in fact levied the City Council shall, based on the then-
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
(b)Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Improvement Portion of 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
2016-2034 2017-2035 See Attached Schedule
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 Improvement
Portion of the Bonds, will produce at least five percent in excess of the amount needed to meet
when due the principal and interest payments on the Improvement Portion of the Bonds. The tax
levies shall be irrepealable so long as any of the Improvement Portion of the Bonds are
outstanding and unpaid, provided that the City reserves the right and power to reduce the levies
in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
17.Covenants Relating to the Equipment Portion of the Bonds. To provide moneys
for payment of the principal and interest on the Equipment Portion of 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:
Years of Tax Levy Years of Tax Collection Amount
2015-20232016-2024 See attached levy schedule
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Equipment Portion of the Bonds, will produce at least five
percent in excess of the amount needed to meet when due the principal and interest payments on
the Equipment Portion of the Bonds. The tax levies shall be irrepealable so long as any of the
Equipment Portion 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.
18
7289428v1
TAXLEVYCALCULATION
IssueID#32820
2
DatedDate:11/24/201
CityofMendotaHeights,MN
5
$990,000GeneralObligationBonds,Series2015CallDate:2/1/202
A
4
ImprovementPortion
axaxoness:
TTBd(1)L
LevyCollectPayFunds(2)Less:
YearYearYearTotalP&IAvailableP&I@105%AssessmentsNetLevy
ЋЉЊЎΉЋЉЊЏΉЋЉЊАЋЏͲБЏЎ͵ЍЋΛЋЏͲБЏЎ͵ЍЋΜЉ͵ЉЉЉ͵ЉЉЉ͵ЉЉ
ЋЉЊЏΉЋЉЊАΉЋЉЊБАЋͲЏЎЉ͵ЉАЏͲЋБЋ͵ЎЋБͲЌАЉ͵ЍВЍАͲВЊЋ͵ЉЊ
ЉЉ
ЋЉЊАΉЋЉЊБΉЋЉЊВАЋͲЋЉЉ͵ЉАЎͲБЊЉ͵ЉЋАͲЎАЎ͵ЉЍБͲЋЌЍ͵В
ЉЉЏЍ
ЋЉЊБΉЋЉЊВΉЋЉЋЉАЊͲАЎЉ͵ЉАЎͲЌЌА͵ЎЋЏͲААВ͵ЏЋЍБͲЎЎА͵Б
ЉЉБ
ЋЉЊВΉЋЉЋЉΉЋЉЋЊАЊͲЊЋЎ͵ЉАЍͲЏБЊ͵ЋЎЋЎͲВБЍ͵ЊЍБͲЏВА͵Љ
ЉБА
ЋЉЋЉΉЋЉЋЊΉЋЉЋЋАЉͲЎЉЉ͵ЉАЍͲЉЋЎ͵ЉЋЎͲЊББ͵АЍБͲБЌЏ͵Ћ
ЉЉЏЍ
ЋЉЋЊΉЋЉЋЋΉЋЉЋЌЏВͲАЋЎ͵ЉАЌͲЋЊЊ͵ЋЎЋЍͲЌВЌ͵ЌЋЍБͲБЊА͵ВЌ
Љ
ЋЉЋЋΉЋЉЋЌΉЋЉЋЍЏБͲВЎЉ͵ЉАЋͲЌВА͵ЎЋЌͲЎВА͵БЍБͲАВВ͵ЏЋ
ЉЉБ
ЋЉЋЌΉЋЉЋЍΉЋЉЋЎЏАͲВЎЉ͵ЉАЊͲЌЍА͵ЎЋЋͲБЉЋ͵ЍЍБͲЎЍЎ͵Љ
ЉЉЍЏ
ЋЉЋЍΉЋЉЋЎΉЋЉЋЏЏЏͲВЎЉ͵ЉАЉͲЋВА͵ЎЋЋͲЉЉА͵ЉЋЍБͲЋВЉ͵Ѝ
ЉЉБ
ЋЉЋЎΉЋЉЋЏΉЋЉЋАЏЎͲАЉЉ͵ЉЏБͲВБЎ͵ЉЋЊͲЋЊЊ͵ЎЍАͲААЌ͵ЍЋ
ЉЉБ
ЋЉЋЏΉЋЉЋАΉЋЉЋБЏЍͲЍЎЉ͵ЉЏАͲЏАЋ͵ЎЋЉͲЍЊЏ͵ЊЍАͲЋЎЏ͵Ќ
ЉЉЍЏ
ЋЉЋАΉЋЉЋБΉЋЉЋВЏЌͲЋЉЉ͵ЉЏЏͲЌЏЉ͵ЉЊВͲЏЋЉ͵АЋЍЏͲАЌВ͵Ћ
ЉЉБ
ЋЉЋБΉЋЉЋВΉЋЉЌЉЏЏͲАЉЉ͵ЉАЉͲЉЌЎ͵ЉЊБͲБЋЎ͵ЋЎЊͲЋЉВ͵АЋ
ЉЉБ
ЋЉЋВΉЋЉЌЉΉЋЉЌЊЏЎͲЉЎЉ͵ЉЏБͲЌЉЋ͵ЎЊБͲЉЋВ͵БЌЎЉͲЋАЋ͵Џ
ЉЉА
ЋЉЌЉΉЋЉЌЊΉЋЉЌЋЏЌͲЍЉЉ͵ЉЏЏͲЎАЉ͵ЉЊАͲЋЌЍ͵ЌВЍВͲЌЌЎ͵ЏЊ
ЉЉ
ЋЉЌЊΉЋЉЌЋΉЋЉЌЌЏЊͲАЎЉ͵ЉЏЍͲБЌА͵ЎЊЏͲЍЌБ͵ВЍБͲЌВБ͵ЎЌ
ЉЉА
ЋЉЌЋΉЋЉЌЌΉЋЉЌЍЏЉͲЊЉЉ͵ЉЏЌͲЊЉЎ͵ЉЊЎͲЏЍЌ͵ЎЌЍАͲЍЏЊ͵Ѝ
ЉЉА
ЋЉЌЌΉЋЉЌЍΉЋЉЌЎЎБͲЍЎЉ͵ЉЏЊͲЌАЋ͵ЎЊЍͲБЍБ͵ЉВЍЏͲЎЋЍ͵ЍЊ
ЉЉ
ЋЉЌЍΉЋЉЌЎΉЋЉЌЏЏЊͲБЉЉ͵ЉЏЍͲБВЉ͵ЉЊЍͲЉЎЋ͵ЏЎЉͲБЌА͵ЌЌ
ЉЉА
Totals1,289,265.4(26,865.42)1,325,520.0403,019.9922,500.0
2073
ThefollowingfundsareavailabletopaytheinterestpaymentsdueAugust1,2016andFebruary1,2017:
(1)
CapitalizedInterest:
ЋЏͲБЏЎ͵ЍЋ
Projectedspecialassessmentrevenuebasedon$251,888assessedat6.00%
(2)
Cashflowandlevyneedsshouldbereviewedannuallytoaccountforprepaidand/ordelinquentassessments.
TAXLEVYCALCULATION
IssueID32820
#2
DatedDate:11/24/201
CityofMendotaHeights,MN
5
$1,200,000GeneralObligationBonds,Series2015CallDate:2/1/202
A
4
EquipmentCertificate
axaxon
TTBd
LevyCollectPay
YearYearYearTotalP&IP&I@105%NetLevy
ЋЍͲЏЏЊ͵ЎЌЋЍͲЏЏЊ͵ЎЌ
ЋЉЊЎΉЋЉЊЏΉЋЉЊАЋЌͲЍБА͵Њ
А
ЋЌͲБВБ͵ЉЋЌͲБВБ͵Љ
ЋЉЊЏΉЋЉЊАΉЋЉЊБЋЋͲАЏЉ͵Љ
ЉЉЉ
ЋЉЊАΉЋЉЊБΉЋЉЊВЋЋͲЎБЉ͵ЉЋЌͲАЉВ͵ЉЋЌͲАЉВ͵Љ
ЉЉЉ
ЋЉЊБΉЋЉЊВΉЋЉЋЉЋАͲЍЉЉ͵ЉЋБͲААЉ͵ЉЋБͲААЉ͵Љ
ЉЉЉ
ЋЉЊВΉЋЉЋЉΉЋЉЋЊЋАͲЉБА͵ЎЋБͲЍЍЊ͵БЋБͲЍЍЊ͵Б
ЉББ
ЋЉЋЉΉЋЉЋЊΉЋЉЋЋЋЏͲААЎ͵ЉЋБͲЊЊЌ͵АЎЋБͲЊЊЌ͵АЎ
Љ
ЋАͲАЉЏ͵БЋАͲАЉЏ͵Б
ЋЉЋЊΉЋЉЋЋΉЋЉЋЌЋЏͲЌБА͵Ў
ЉББ
ЋЉЋЋΉЋЉЋЌΉЋЉЋЍЋЏͲЉЉЉ͵ЉЋАͲЌЉЉ͵ЉЋАͲЌЉЉ͵Љ
ЉЉЉ
ЋЉЋЌΉЋЉЋЍΉЋЉЋЎЋЎͲЎЉЉ͵ЉЋЏͲААЎ͵ЉЋЏͲААЎ͵Љ
ЉЉЉ
Totals227,977.1239,376.0239,376.0
733
18.General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
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 full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
20.Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a)Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
19
7289428v1
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b)Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c)The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d)Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating
in effect that such action will not impair the tax-exempt status of the Bonds.
21.Certificate of Registration. A certified copy of this resolution is hereby directed
to be filed in the office of the County Auditor of Dakota County, 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 Bond Register and the tax levies required by law have
been made.
22. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a)Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b)Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c)Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such amendment.
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(d)The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Clerk of the City, or any other officer of the City authorized to act in their
place (the "Officers") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council subject to such modifications
thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii)
required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
23.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.
24.Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code.
25.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
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:
(a)the Bonds are issued by a governmental unit with general taxing powers;
(b)no Bond is a private activity bond;
(c)ninety-five percent 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);
(d)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
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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;
26.Designation of Qualified Tax-Exempt Obligations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a)the Bonds are issued after August 7, 1986;
(b)the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c)the City hereby designates the Bonds as "qualified tax exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d)the reasonably anticipated amount of tax exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2015 will
not exceed $10,000,000;
(e)not more than $10,000,000 of obligations issued by the City during this calendar
year 2015 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.
27.Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,
Minnesota, on the closing date for further distribution as directed by Ehlers.
28.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.
29.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 member
Petschel and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof: Krebsbach, Duggan, Petschel, Povolny;
and the following voted against the same: None.
Whereupon the resolution was declared duly passed and adopted.
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BID TABULATION
$1,205,000* General Obligation Bonds, Series 2015A
City of Mendota Heights, Minnesota
SALE:
November 3, 2015
AWARD:
NORTHLAND SECURITIES, INC.
Rating: BBI:
Standard & Poor's Credit Markets "AAA" 3.66%
NETTRUE
MATURITYREOFFERING
INTERESTINTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST
RATE
NORTHLAND SECURITIES, INC.
$1,194,549.80 $330,660.70 2.6080%
1
Minneapolis, Minnesota 2017 0.900% 0.900%
1
City Securities Corporation 2018 0.900% 0.900%
1
Indianapolis, Indiana 2019 0.900% 0.900%
2
2020 1.250% 1.250%
2
1.250% 1.250%
2021
3
1.550% 1.550%
2022
3
1.550% 1.550%
2023
4
2024 2.000% 1.850%
4
2025 2.000% 1.850%
5
2026 2.500% 2.300%
5
2027 2.500% 2.300%
5
2028 2.500% 2.300%
6
2029 3.000% 2.750%
6
2030 3.000% 2.750%
6
2031 3.000% 2.750%
6
2032 3.000% 2.750%
7
3.000% 3.000%
2033
7
3.000% 3.000%
2034
7
3.000% 3.000%
2035
7
2036 3.000% 3.000%
*
Subsequent to bid opening the issue size was decreased to $1,200,000.
Adjusted Price - $1,189,625.66 Adjusted Net Interest Cost - $327,616.93 Adjusted TIC - 2.6061%
1
$160,000 Term Bond due 2019 with mandatory redemption in 2017-2018.
2
$150,000 Term Bond due 2021 with mandatory redemption in 2020.
3
$150,000 Term Bond due 2023 with mandatory redemption in 2022.
4
$150,000 Term Bond due 2025 with mandatory redemption in 2024.
5
$150,000 Term Bond due 2028 with mandatory redemption in 2026-2027.
6
$215,000 Term Bond due 2032 with mandatory redemption in 2029-2031.
7
$225,000 Term Bond due 2036 with mandatory redemption in 2033-2035.
NETTRUE
MATURITYREOFFERINGINTERESTINTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
BAIRD $1,241,215.35 $355,945.76 2.7664%
Milwaukee, Wisconsin 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.250%
2032 3.250%
2033 3.250%
2034 3.250%
2035 3.250%
2036 3.250%
PIPER JAFFRAY & CO. $1,220,560.10 $358,009.14 2.8165%
Minneapolis, Minnesota 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 2.750%
2025 2.750%
2026 2.750%
2027 2.750%
2028 2.750%
2029 2.750%
2030 2.750%
2031 3.125%
2032 3.125%
2033 3.125%
2034 3.125%
2035 3.125%
2036 3.125%
Bid Tabulation November 3, 2015
City of Mendota Heights, Minnesota
$1,205,000* General Obligation Bonds, Series 2015A Page 2