Res 2016- 87 Sale of GO Bonds Series 2016ARESOLUTION 2016-87
PROVIDING FOR THE ISSUANCE AND SALE OF
$1,020,000 GENERAL OBLIGATION BONDS,
SERIES 2016A, PLEDGING SPECIAL ASSESSMENTS
FOR THE SECURITY THEREOF AND
LEVYING A TAX FOR THE PAYMENT THEREOF
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 $1,020,000
General Obligation Bonds, Series 2016A (the "Bonds" or individually, a "Bond") of the City,
pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various
improvements in the City (the "Improvements"); and
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
WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville, Minnesota
("Ehlers"), as its independent financial advisor for the sale of the Bonds and is therefore
authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes,
Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been solicited by
Ehlers; and
WHEREAS, the offers set forth on Exhibit A attached hereto were received by the Clerk,
or designee, at the offices of Ehlers at 10:00 A.M., on the date hereof, pursuant to the
Preliminary Official Statement, dated October 20, 2016 established for the Bonds; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota
Heights, Minnesota, as follows:
1. Acceptance of Offer. The proposal of
(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 $ ,
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 bidders their good faith checks or drafts.
2. Bond Terms.
(a) Title; Original Issue Date; Denominations; Maturities; Term Bond Option. The
Bonds shall be titled "General Obligation Bonds, Series 2016A", shall be dated November 22,
2016, as the date of original issue and shall be issued forthwith on or after such date in fully
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registered form. The Bonds shall be numbered from R-1 upward in the denomination of $5,000
each or in any integral multiple thereof of a single maturity (the "Authorized Denominations").
The Bonds shall mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
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Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book -entry Depository for the Bonds (said Letter of Representations, together with any
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
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receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book -entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 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
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose. The Bonds shall provide funds to finance the Improvements. The total
cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes,
Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the
Improvements shall proceed with due diligence to completion. The City covenants that it shall
do all things and perform all acts required of it to assure that work on the Improvements
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proceeds with due diligence to completion and that any and all permits and studies required
under law for the Improvements are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2017,
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:
Year Amount Year Amount
2019 $ 2029 $
2020 2030
2021 2031
2022 2032
2023 2033
2024 2034
2025 2035
2026 2036
2027 2037
2028
5. Redemption. All Bonds maturing on February 1, 2026 and thereafter, shall be
subject to redemption and prepayment at the option of the City on February 1, 2025, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the 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.
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
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
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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 of this
resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
R- $
GENERAL OBLIGATION BOND, SERIES 2016A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
% FEBRUARY 1,
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
November 22, 2016
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, 2017, 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 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
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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. All Bonds of this issue (the "Bonds") maturing on February 1,
2026, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2025, 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
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 $1,020,000, 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 of the Issuer on November 1, 2016 (the "Resolution"), for the purpose of
providing money to finance the construction of various improvements within the jurisdiction of
the Issuer. This Bond is payable out of the General Obligation Bonds, Series 2016A 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.
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Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax -Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution 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
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its Mayor and Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: BOND TRUST SERVICES
CORPORATION
November 22, 2016
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
Within.
BOND TRUST SERVICES
CORPORATION,
Roseville, Minnesota
Bond Registrar
By
Authorized Signature
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Payable at: BOND TRUST SERVICES
CORPORATION
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
does hereby irrevocably constitute and appoint attorney to transfer the
Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad -15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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8. Execution. 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
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by the
Bond Registrar. 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 22, 2016. 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.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. 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 (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 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. 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 created a special fund to be designated the
"General Obligation Bonds, Series 2016A 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
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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 and less any amount paid for the
Bonds in excess of the minimum bid, plus any special assessments levied with respect to the
Improvements and collected prior to completion of the Improvements and payment of the costs
thereof. From the Construction Account there shall be paid all costs and expenses of making the
Improvements listed in paragraph 16, 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. 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 or special assessments herein levied or covenanted to be levied; and
provided further that if upon completion of the Improvements there shall remain any unexpended
balance in the Construction Account, the balance (other than any special assessments) shall be
transferred by the Council to the Debt Service Account or the fund of any other improvement
instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that any special
assessments credited to the Construction Account shall only be applied towards payment of the
costs of the Improvements upon adoption of a resolution by the City Council determining that
the application of the special assessments for such purpose will not cause the City to no longer
be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Debt Service Account. There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, the Debt Service Account: (i) 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; (ii) all funds paid for the Bonds in excess of the
minimum bid; (iii) capitalized interest in the amount of $ (together with interest
earnings thereon and subject to such other adjustments as are appropriate to provide sufficient
funds to pay interest due on the Bonds on or before ); (iv) any collections of all
taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (v) all funds
remaining in the Construction Account after completion of the Improvements and payment of the
costs thereof, not so transferred to the account of another improvement; (vi) all investment
earnings on funds held in the Debt Service Account; and (vii) any and all other moneys which
are properly available and are appropriated by the governing body of the City to the Debt Service
Account. The Debt Service Account shall be used solely to pay the principal and interest and
any premiums for redemption of the Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100,000.
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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. Assessments. It is hereby determined that no less than twenty percent (20%) 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 benefitted by 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 this 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 this 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.
The special assessments have heretofore been authorized. Subject to such adjustments as
are required by conditions in existence at the time the assessments are levied, it is hereby
determined that the assessments shall be payable in equal, consecutive, annual installments,
including both principal and interest, with interest at a rate per annum set forth below:
Improvement Collection
Designation Amount Levy Years Year
SEE ATTACHED 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.
17. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
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Year of Tax Year of Tax
Levy Collection
SEE ATTACHED SCHEDULE
Amount
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, will
produce at least five percent (5%) in excess of the amount needed to meet when due the principal
and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the
Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce
the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3.
18. 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.
19. 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
16
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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
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.
20. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
21. 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.
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(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(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.
22. Certificate of Registration and Tax Levy. The Clerk is hereby directed to file a
certified copy of this resolution with the County Auditor of Dakota County, Minnesota, together
with such other information as the County Auditor shall require, and to obtain from the County
Auditor the certificate that the Bonds have been entered in the County Auditor's Bond Register,
and that the tax levy required by law has been made.
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 Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, 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
(a) requirements relating to temporary periods for investments, (b) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (c) the rebate of excess investment
earnings to the United States, if the Bonds (together with other obligations reasonably expected
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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); and
(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
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 2016 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2016 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.
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27. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
28. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Ehlers is hereby approved and the officers of the City are authorized in connection
with the delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
29. 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 the City's financial advisor,
Ehlers.
30. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof
Adopted by the City Council of the City of Mendota Heights this 1st day of November, 2016.
CITY COUNCIL
CITY OF MENDOTA HEIGHTS
ATTEST
Lorri Smith, City Clerk
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7913412v1
S. nd 'a Krebsbach
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 authorizing the issuance of and
awarding the sale of $1,020,000 General Obligation Bonds, Series 2016A.
WITNESS my hand this day of November, 2016.
7913412v1
Clerk
21
EXHIBIT A
PROPOSALS
[To be supplied by Ehlers & Associates, Inc.]
A-1
7913412v1
EXHIBIT B
SCHEDULES
[To be supplied by Ehlers & Associates, Inc.]
B-1
7913412v1
STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE
COUNTY OF DAKOTA AS TO TAX LEVY AND REGISTRATION
I, the undersigned, being the duly qualified and acting County Auditor of Dakota County,
Minnesota, DO HEREBY CERTIFY that on the date hereof, there was filed in my office a
certified copy of a resolution adopted on November 1, 2016 by the City Council of the City of
Mendota Heights, Minnesota, authorizing the issuance of $1,020,000 General Obligation Bonds,
Series 2016A (the "Bonds"), and levying a tax for the payment thereof, together with full
information regarding the Bonds for which the tax was levied; and the Bonds have been entered
in my Bond Register and the tax levy required by law has been made.
WITNESS my hand and the seal of the County Auditor on , 2016.
County Auditor
(SEAL)
SIGNATURE AND NONLITIGATION CERTIFICATE
We, the undersigned, being respectively the duly qualified and acting Mayor and Clerk of
the City of Mendota Heights, Dakota County, Minnesota, DO HEREBY CERTIFY that we did,
in our official capacities as such officers, sign our own proper names by facsimile signature,
attested by the manual signature of a person or persons authorized on behalf of Bond Trust
Services Corporation, in Roseville, Minnesota, duly designated by the City Council as Bond
Registrar and authenticating agent (the corporate seal of the City having been intentionally
omitted as permitted by law), on the City's $1,020,000 General Obligation Bonds, Series 2016A
(the "Bonds"), dated November 22, 2016, as the date of original issue, and numbered from R-1
upward, each in the denomination equal to the total principal amount for the Bonds due on the
specified maturity date therefor. The Bonds mature on February 1 in the years and amounts and
bear interest until paid or discharged as follows:
Year Amount Interest Rate Year Amount Interest Rate
2019 $
2020
2021
2022
2023
2024
2025
2026
2027
2028
% 2029 $ %
2030
2031
2032
2033
2034
2035
2036
2037
WE FURTHER CERTIFY that the signature of Kristen Schabacker affixed hereto is the
true and proper signature of the qualified Finance Director of the City.
WE FURTHER CERTIFY that we are now and were on the date of signing the Bonds,
the duly qualified and acting officers therein indicated, and duly authorized to execute the same,
and that Bond Trust Services Corporation, in Roseville, Minnesota, has been duly authorized to
act as agent of the City for purposes of authenticating the Bonds by one or more persons signing
bonds on behalf of the Bond Registrar, and we hereby ratify, confirm, and adopt our facsimile
signatures on the Bonds as the true and proper signatures for the execution thereof.
WE FURTHER CERTIFY that the Bonds have been in all respects duly executed for
delivery pursuant to authority conferred upon us as such officers; and no obligations other than
the Bonds have been issued pursuant to such authority, and that none of the proceedings or
records which have been certified to the purchasers of the Bonds or the attorneys approving the
same have been in any manner repealed, amended or changed, and that there has been no change
in the financial condition of the City or of the facts affecting the Bonds.
WE FURTHER CERTIFY that the Official Statement prepared for the issuance of the
Bonds as of its date and the date hereof, did not and does not contain any untrue statement of
7913412v1
material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
WE FURTHER CERTIFY that there is no litigation pending or, to our knowledge,
threatened questioning the organization or boundaries of the City, or the right of any of us to our
respective offices, or in any manner questioning our right and power to execute and deliver the
Bonds, or otherwise questioning the validity of the Bonds or the levy of taxes or the pledge of
special assessments for the payment of the Bonds and the interest thereon.
Dated: November 22, 2016.
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CITY OF MENDOTA HEIGHTS,
MINNESOTA
By
Its Mayor
By
Its Clerk
By
Its Finance Director
3
7913412v1
FINANCE DIRECTOR'S RECEIPT
I, the undersigned, being the duly qualified and acting Finance Director of the City of
Mendota Heights, Dakota County, Minnesota, DO HEREBY CERTIFY AND
ACKNOWLEDGE that on the date hereof, I received from
, in
, the purchaser of $1,020,000 General Obligation Bonds, Series 2016A, dated
November 22, 2016 as the date of original issue, $ , the purchase price
thereof, no interest having accrued thereon to the date hereof, and the Bonds were thereupon
delivered to the purchaser.
Dated: November 22, 2016.
7913412v1
CITY OF MENDOTA HEIGHTS,
MINNESOTA
By
Its Finance Director
7913412v1
NONARBITRAGE CERTIFICATE
The undersigned are the duly qualified and acting Mayor, Clerk and Finance Director of
the City of Mendota Heights, Dakota County, Minnesota (the "City" or "Issuer"), charged, either
alone or with others, with the responsibility of issuing the $1,020,000 General Obligation Bonds,
Series 2016A, dated November 22, 2016, as the date of original issue (the "Bonds"). This
Certificate is being executed in accordance with the income tax regulations relating to arbitrage
bonds (the "Regulations") and may be relied upon as a certification under Section 1.148-2(b)(2)
of the Regulations under Section 148 of the Internal Revenue Code of 1986, as amended (the
"Code"). The undersigned, having made an investigation of the facts, circumstances and
estimates pertaining to and in connection with the Bonds, hereby certify and reasonably expect
as follows with respect to the Bonds:
1. Purpose; Statement. The proceeds of the Bonds will be used to finance the
construction of various improvements in the City (the "Project"). As of the date hereof, all of the
representations and statements of fact contained in the resolution adopted by the City Council on
November 1, 2016 (the "Resolution"), relating to the Bonds are true and correct, and nothing has
occurred between the date of adoption of the Resolution and the date hereof to cause any
expectation or covenant stated in the Resolution to become unlikely or impossible of occurrence
or performance, unreasonable or otherwise invalid.
2. Only Issue. No bonds (in addition to the Bonds) (i) are sold or are to be sold at
substantially the time as the Bonds, (ii) are sold pursuant to the same plan of financing with the
Bonds, and (iii) are reasonably expected to be paid from substantially the same source of funds
as the Bonds will be paid.
3. Proceeds and Uses. The Bonds were delivered and paid for on the date of this
Certificate. The total sale proceeds received on the sale of the Bonds (i.e. the issue price of the
Bonds or the offering price of the Bonds to the public) is $ , which together with
earnings thereon (estimated to be $ ), do not exceed the total of:
(i) $ , estimated total financeable costs of acquisition and
betterment of the Project; and
(ii) $ , interest on the Bonds to be paid from Bond proceeds or
earnings thereon; and
(iii) $ , expenses anticipated to be incurred in connection with the
issuance of the Bonds, including Underwriting Compensation as defined below; and
(iv) $ , representing unused bond discount and surplus funds will be
returned to the Issuer and deposited in the Debt Service Account hereinafter described.
"Underwriting Compensation" is the difference between the amount paid by the
underwriter in purchasing the Bonds from the Issuer and the amount of the issue price or
reoffering price of the Bonds to the public.
7913412v1
4. Governmental Purposes; No Over -burdening the Tax -Exempt Market. The stated
purposes of the Bonds are governmental purposes within the meaning of applicable law and
regulations. The "Sale Proceeds" of the Bonds (i.e., the issue price of the Bonds less accrued
interest), less any amounts used to pay issuance expenses, together with estimated earnings
thereon, will not exceed the estimated dollar cost of financing and constructing the Project less
all other funds to be expended for paying such costs.
5. Fund and Accounts. The Bonds are payable from the Issuer's General Obligation
Bonds, Series 2016A Fund (the "Fund"), which Fund contains the following accounts: a
Construction Account (for the construction of the Project), and a Debt Service Account (for
payment of debt service on the Bonds).
6. Construction Account: Time Test; Due Diligence Test; Expenditure Test.
(a) Costs of Construction and Issuance. The costs of constructing the Project and
issuing the Bonds will be paid from the Construction Account in the Fund. The Issuer
reasonably expects to satisfy the time test, the due diligence test and the expenditure test as set
forth below:
(i) Time Test. Substantial binding contracts or commitments for constructing
the Project obligating the expenditure of not less than $ (five percent (5%) of the
Net Sale Proceeds (as defined below) of the Bonds) have heretofore been entered into or
made or will be entered into or made within six (6) months from the date hereof. "Net
Sale Proceeds" is the issue price of the Bonds less the accrued interest and less any Bond
proceeds deposited in any reserve fund or account. All such contracts are, or will be,
binding obligations of the Issuer.
(ii) Due Diligence Test. The acquisition and construction of the Project and
the allocation of the Net Sale Proceeds of the Bonds to expenditures has proceeded and
will continue to proceed with due diligence to completion. The Project are estimated to
be completed by , 20 .
(iii) Expenditure Test. Any contract or commitment for the construction of the
Project heretofore or hereafter executed has provided or will provide for the acquisition
and construction of the Project in less than three (3) years from the date hereof and
proceeds of the Bonds in an amount equal to at least eighty-five percent (85%) of the Net
Sale Proceeds of the Bonds will be spent in paying the cost of the acquisition and
construction of the Project within three (3) years from the date hereof
(b) Costs of Issuance; Transfer. The costs of issuing the Bonds will be incurred and
paid within three (3) years from the date hereof. Any moneys remaining in the Construction
Account after completion of the Project and payment of the costs of issuing the Bonds will be
transferred to the Debt Service Account unless transferred to the fund of any other improvement
as authorized by law.
7. Investments. The Issuer shall not invest amounts in the Construction Account at a
yield materially higher than the yield on the Bonds or in obligations exempt from federal income
2
7913412v1
taxation under Section 103(a) of the Code if and to the extent moneys remain therein after the
earlier of (i) construction of the Project is complete or, (ii) three (3) years from the date hereof
8. Debt Service Account: Funding; Investment Covenants. The principal and
interest on the Bonds are payable from the Debt Service Account. The Issuer has covenanted
that any sums from time to time held in the Construction Account and the Debt Service Account
(or any other account of the Issuer which will be used to pay debt service on the Bonds) in
excess of amounts which under then applicable federal arbitrage regulations may be invested
without regard to yield (after taking into account all temporary periods) shall not be invested at a
yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such
investments. Other than the Debt Service Account, there is no other fund or account of cash or
securities which the Issuer has set aside and expects to invest or maintain at a yield greater than
the yield on the Bonds for the purpose of paying debt service on the Bonds.
9. The Debt Service Account: Bona Fide Debt Service Fund; Minor Portion;
Temporary Periods; Yield. The Debt Service Account serves two functions: (i) a bona fide debt
service fund (within the meaning of Section 1.148-1(b) of the Regulations) which is used
primarily to achieve a proper matching of revenues and principal and interest payments within
each Bond Year and is depleted at least once a Bond Year except for a reasonable carryover
amount not to exceed the greater of the earnings on the Debt Service Account for the
immediately preceding Bond Year or one -twelfth of principal and interest payments on the
Bonds for the immediately preceding Bond Year, and (ii) a sinking fund (within the meaning of
Section 1.148-1(c)(2) of the Regulations), and each such function shall be treated for the
purposes hereof as if it occurred in a separate account.
Amounts deposited in the Debt Service Account which are to be used to pay debt service
on the Bonds within twelve months of their receipt by the Issuer (or which are a reasonable
carryover amount with respect thereto) will be invested without regard to yield for a temporary
period not longer than thirteen months. Receipts in the Debt Service Account which will not be
used to pay debt service on the Bonds within thirteen (13) months of their receipt will be
invested without regard to yield to the extent they do not exceed the "minor portion" of
$ , which is an amount equal to the lesser of $100,000 or five percent of the Sale
Proceeds of the Bonds. Sale Proceeds of the Bonds are the issue price of the Bonds less accrued
interest.
All receipts in the Debt Service Account may be invested without regard to yield for a
temporary period of thirty days from receipt, and investment earnings on such sums may be
invested without regard to yield for a longer temporary period of one year from receipt.
Amounts not entitled to a temporary period or within said minor portion will not be invested at a
yield which is materially higher than the yield on the Bonds, or will be invested without regard to
yield in tax-exempt bonds as defined in Section 150(a)(6) of the Code, being obligations the
interest on which is excluded from gross income under Section 103(a) of the Code.
10. Yield Determination; Materially Higher. The yield on the Bonds, based on their
issue price being the initial offering price to the public (excluding bond houses and brokers), as
shown in the Certificate of Purchaser, at which a substantial amount of the Bonds (at least ten
percent of each maturity of the Bonds, except as otherwise set forth in the Certificate of
3
7913412v1
Purchaser) were sold has been calculated to be %; this yield on the Bonds will be
recalculated if and as required by the Code or the Regulations. A "materially higher" yield is
defined at Section 1.148-2(d)(2) of the Regulations and is generally one-eighth of one percent
(0.125%).
11. Rebate. The Issuer is a small issuer not subject to the rebate requirement imposed
by Section 148(f) of the Code by reason of issuing (together with all subordinate entities thereof,
and all entities treated as one with the Issuer) less than $5,000,000 of tax-exempt governmental
obligations during the calendar year as provided in Section 148(f)(4)(D) of the Code.
12. Intentional Acts. The Issuer shall not take any deliberate, intentional action after
the date hereof to earn arbitrage profit except to the extent such action would not have caused the
Bonds to be arbitrage bonds had it been reasonably expected on the date hereof.
13. Basis For Expectations. The facts and estimates on which the foregoing
expectations are based are (a) the documents included in the "Bond Transcript" prepared for the
Bond Closing, (b) all engineering and architectural estimates, drawings, reports and plans and
specifications heretofore furnished the Issuer with respect to the Project, (c) all contracts, if any,
heretofore executed for the acquisition and construction of the Project, (d) all expenditures which
were heretofore made by the Issuer for the acquisition and construction of the Project and which
are to be reimbursed out of the proceeds of the Bonds, and (e) such other facts and estimates, if
any, as may be set forth in an Exhibit A attached hereto.
14. No Abusive Arbitrage Devise. No "abuse arbitrage device" within the meaning of
Section 1.148-10 of the Regulations is used in connection with the Bonds. No action relating to
the Bonds has the effect of (a) enabling the Issuer to exploit the difference between tax-exempt
and taxable interest rates to obtain a material financial advantage and (b) overburdening the tax-
exempt bond market.
15. Reimbursement Expenditures. $ of the proceeds of the Bonds
will be used to reimburse the Issuer for reimbursement expenditures. The official intent
declaration of the Issuer was dated September 15, 2015.
16. Monitoring of Expenditures and Investments. The Issuer will monitor the
investment of Bond proceeds to assure compliance with Section 148 of the Code, and the Issuer
will consult with bond counsel periodically with regard to arbitrage issues and compliance.
17. Familiarity; Conclusion. We are generally familiar with the requirements of the
Regulations, and nothing has been called to our attention to cause us to believe that the proceeds
of the Bonds will be used in a manner which would cause the Bonds to be arbitrage bonds within
the meaning of Section 148 of the Code.
18. No Other Facts. To the best of the knowledge and belief of the undersigned, there
are no other facts, estimates or circumstances which would materially change the foregoing facts
and conclusions.
Dated: November 22, 2016.
7913412v1
4
CITY OF MENDOTA HEIGHTS,
MINNESOTA
By
Its Mayor
By
Its Clerk
By
Its Finance Director
5
7913412v1
CERTIFICATE OF BOND REGISTRAR
AND AUTHENTICATING AGENT
$1,020,000 GENERAL OBLIGATION
BONDS, SERIES 2016A
CITY OF MENDOTA HEIGHTS, MINNESOTA
I, , do hereby certify that I am a ,
duly appointed and acting as such, of Bond Trust Services Corporation, located in the City of
Roseville, Minnesota (the "Bond Registrar").
1. Pursuant to authorization by, and direction of, the City of Mendota Heights,
Minnesota (the "City") certain of the authorized officers listed on the attached Exhibit A have
this day authenticated each of the bonds of the above referenced issue, being fully registered
bonds in the denominations equal to the total principal amount of the bond issue due on the
specified maturity date therefor and bearing the bond numbers of R-1 and upward and have
caused each bond to be registered in the name of a "person" as defined in Section 1-201 of the
Uniform Commercial Code, all in accordance with the provisions of that certain resolution
adopted on November 1, 2016 by the City Council (the "Resolution").
2. The authorized officers who have signed the bonds have been duly authorized to
sign the bonds on behalf of the Bond Registrar acting as authenticating agent.
3. To the best of our knowledge the provisions of any bond registrar's agreement to
be entered into between the City and the Bond Registrar will not conflict with the provisions of
the Resolution with respect to the duties and responsibilities of the Bond Registrar set forth
therein.
4. The CUSIP (Committee of Uniform Securities Identification Procedure) number
of the bonds of the above referenced issue with the latest maturity is:
Dated: November 22, 2016.
BOND TRUST SERVICES CORPORATION
By
Its
7913412v1
CERTIFICATE OF PURCHASER
I, , do hereby certify that I am the duly qualified and acting
of , in
(the "Purchaser"), and as such officer I do hereby further
certify as follows:
1. The Purchaser is purchasing on the date hereof General Obligation Bonds, Series
2016A (the "Bonds") of the City of Mendota Heights, Minnesota (the "Issuer").
2. The Purchaser hereby represents and certifies that each maturity of the Bonds has
been the subject of a bona fide initial offering to the public (excluding bond houses, brokers, or
similar person or organizations acting in the capacity of underwriters or wholesalers) and that the
reasonably expected reoffering price of the Bonds to the public is $ , excluding
accrued interest. Calculations of the issue price for each maturity are as shown on Exhibit A.
3. At least 10% of the principal amount of each maturity of the Bonds was sold to
the public (excluding bond houses, brokers, or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at not greater than the respective initial reoffering prices
set forth on Exhibit A, except for the Bonds maturing in the years , , and , due to
[explanation for reasons these maturities did not sell at initial offering
prices] .
4. At the time the Purchaser agreed to purchase the Bonds, based upon the then
prevailing market conditions, the Purchaser reasonably expected that at least 10% of the
principal amount of each maturity of the Bonds would be sold to the public (excluding bond
houses, brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at the yield or price and rate indicated on Exhibit A, and the Purchaser had no
reason to believe that any of the Bonds would be sold to the public (excluding bond houses,
brokers or other persons or organizations acting in the capacity as underwriters or wholesalers) at
prices greater than such offering prices or yields lower than such offering yields, as the case may
be, and that the initial offering price of each maturity of the Bonds to the public (excluding bond
houses, brokers, or other persons or organizations acting in the capacity as underwriters or
wholesalers) represented their fair market value.
5. This certificate is given as a representation of the Purchaser, and may be relied
upon by the Issuer.
Dated: November 22, 2016.
7913412v1
By
Its
Initial Offering Price*
(Exclusive of
Maturity Accrued Interest)
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
SUBTOTAL $
EXHIBIT A
PLUS ACCRUED
INTEREST** $
ISSUE PRICE*
(AGGREGATE) $
*Issue Price is the price to customers, and includes accrued interest.
* *Assuming deliveries to customers on the date of delivery to the Purchaser by the Issuer.
A-1
7913412v1
CERTIFICATE OF MUNICIPAL ADVISOR
The undersigned, being duly authorized to execute this Certificate on behalf of Ehlers &
Associates, Inc., in Roseville, Minnesota (the "Municipal Advisor"), DOES HEREBY
CERTIFY:
1. We have served as the Municipal Advisor in connection with the sale of
$1,020,000 General Obligation Bonds, Series 2016A (the "Bonds") of the City of Mendota
Heights, Minnesota (the "Issuer"), dated November 22, 2016.
2. The information set forth in the resolution of the governing body of the Issuer,
adopted on November 1, 2016, providing for the issuance of the Bonds, is true and correct in all
respects.
3. We have examined the Nonarbitrage Certificate of even date herewith and hereby
certify that we furnished the Issuer the information on which the Certificate has been based, that
such information is to the best of our knowledge true and correct in all respects and that no
matters have come to our attention which make unreasonable or incorrect the representations
made in the Nonarbitrage Certificate.
4. We hereby certify that the following information is true and correct and is
furnished for the exclusive purpose of completing Form 8038-G, Information Return for Tax -
Exempt Governmental Obligations ("Form 8038-G"), for the Bonds issued by the Issuer:
(a) the Issuer's federal employer identification number (EIN) is 41-6008695;
(b) the weighted average maturity based on the issue price of each maturity of the
Bonds and from their date of issue (not based on the face amount of the Bonds or from their
dated date) is years; and
(c) the yield on the Bonds to maturity, based on the information supplied by the
Purchaser in the Certificate of Purchaser %.
Dated: November 22, 2016.
7913412v1
EHLERS & ASSOCIATES, INC.
By
Its
CONTINUING DISCLOSURE UNDERTAKING
This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and
delivered by the City of Mendota Heights, Minnesota (the "Issuer"), in connection with the
issuance of $1,020,000 General Obligation Bonds, Series 2016A (the "Bonds"). The Bonds are
being issued pursuant to a Resolution adopted on November 1, 2016 (the "Resolution").
Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Undertaking. This Disclosure Undertaking is
being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the
Participating Underwriters in complying with SEC Rule 15c2 -12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Resolution,
which apply to any capitalized term used in this Disclosure Undertaking unless otherwise
defined in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any annual financial information provided by the Issuer
pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking.
"Audited Financial Statements" shall mean the financial statements of the Issuer audited
annually by an independent certified public accounting firm, prepared pursuant to generally
accepted accounting principles promulgated by the Financial Accounting Standards Board,
modified by governmental accounting standards promulgated by the Government Accounting
Standards Board.
"Dissemination Agent" shall mean such party from time to time designated in writing by
the Issuer to act as information dissemination agent and which has filed with the Issuer a written
acceptance of such designation.
"Fiscal Year" shall be the fiscal year of the Issuer.
"Governing Body" shall, with respect to the Bonds, have the meaning given that term in
Minnesota Statutes, Section 475.51, Subdivision 9.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Occurrence(s)" shall mean any of the events listed in Section 5 of this Disclosure
Undertaking.
"Official Statement" shall be the Official Statement dated , 2016, prepared
in connection with the Bonds.
"Owners" shall mean the registered holders and, if not the same, the beneficial owners of
any Bonds.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
7913412v1
"Resolution" shall mean the resolution or resolutions adopted by the Governing Body of
the Issuer providing for, and authorizing the issuance of, the Bonds.
"Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time or interpreted by the Securities and Exchange Commission.
SECTION 3. Provision of Annual Reports.
A. Beginning in connection with the Fiscal Year ending on December 31, 2016, the
Issuer shall, or shall cause the Dissemination Agent to, as soon as available, but in any event not
later than December 31, 2017, and by December 31 of each year thereafter, provide to the MSRB
by filing at www.emma.msrb.org, together with such identifying information as prescribed by
the MSRB, an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Undertaking.
B. If the Issuer is unable to provide to the MSRB an Annual Report by the date
required in subsection A, the Issuer shall send a notice of such delay and estimated date of
delivery to the MSRB.
SECTION 4. Content and Format of Annual Reports. The Issuer's Annual Report shall
contain or incorporate by reference the financial information and operating data pertaining to the
Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be
submitted to the MSRB as a single document or as separate documents comprising a package,
and may cross-reference other information as provided in this Disclosure Undertaking.
The following financial information and operating data shall be supplied:
A. An update of the operating and financial data of the type of information contained
in the Official Statement under the captions: Current Property Valuations; Direct Debt; Tax
Levies and Collections; US Census Data/Population Trend; and Employment/Unemployment
Data.
B. Audited Financial Statements of the Issuer. The Audited Financial Statements of
the Issuer may be submitted to the MSRB separately from the balance of the Annual Report. In
the event Audited Financial Statements of the Issuer are not available on or before the date for
filing the Annual Report with the MSRB as set forth in Section 3.A. above, unaudited financial
statements shall be provided as part of the Annual Report. The accounting principles pursuant to
which the financial statements will be prepared will be pursuant to generally accepted accounting
principles promulgated by the Financial Accounting Standards Board, as such principles are
modified by the governmental accounting standards promulgated by the Government Accounting
Standards Board, as in effect from time to time. If Audited Financial Statements are not
provided because they are not available on or before the date for filing the Annual Report, the
Issuer shall promptly provide them to the MSRB when available.
SECTION 5. Reporting of Significant Events. This Section 5 shall govern the giving of
notices of the occurrence of any of the following events with respect to the Bonds:
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7913412v1
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
(7) Modifications to rights of security holders, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the Issuer;
(13) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated
person, other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material;
(14) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
Whenever an event listed above has occurred, the Issuer shall promptly, which may not
be in excess of the ten (10) business days after the Occurrence, file a notice of such Occurrence
with the MSRB, by filing at www.emma.msrb.org, together with such identifying information as
prescribed by the MSRB.
The Issuer agrees to provide or cause to be provided, in a timely manner, to the MSRB
notice of a failure by the Issuer to provide the Annual Reports described in Section 4.
SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds.
SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Undertaking, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Undertaking, the Issuer may amend this Disclosure Undertaking, and any provision of
this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary
business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and
of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been
3
7913412v1
effective on the date hereof but taking into account any subsequent change in or official
interpretation of the Rule, and (c) such amendment or waiver is supported by an opinion of
counsel expert in federal securities laws to the effect that such amendment or waiver would not
materially impair the interests of Owners.
SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Undertaking or any other means of communication, or
including any other information in any Annual Report or notice of an Occurrence, in addition to
that which is required by this Disclosure Undertaking. If the Issuer chooses to include any
information in any Annual Report or notice of an Occurrence in addition to that which is
specifically required by this Disclosure Undertaking, the Issuer shall have no obligation under
this Disclosure Undertaking to update such information or include it in any future Annual Report
or notice of an Occurrence.
SECTION 10. Default. In the event of a failure of the Issuer to provide information
required by this Disclosure Undertaking, any Owner may take such actions as may be necessary
and appropriate, including seeking mandamus or specific performance by court order, to cause
the Issuer to comply with its obligations to provide information under this Disclosure
Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of
Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the
event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action
to compel performance.
SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the
benefit of the Issuer, the Participating Underwriters and Owners from time to time of the Bonds,
and shall create no rights in any other person or entity.
SECTION 12. Reserved Rights. The Issuer reserves the right to discontinue providing
any information required under the Rule if a final determination should be made by a court of
competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions
of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer
determines that such modification is required by the Rule or by a court of competent jurisdiction.
Dated: November 22, 2016.
7913412v1
4
CITY OF MENDOTA HEIGHTS,
MINNESOTA
By
Its Mayor
By
Its Clerk
5
7913412v1
7913412v1