Res 2000 - 36 Accepting Bid on Sale of $1,935,000 General Obligation Refunding Bondes of 2000, Providing for their Insurance, & Levying a Tax for the Payment ThereofThe Council then proceeded to consider and discuss the
bids, after which member Schneeman introduced the
following resolution and moved its adoption:
RESOLUTION NO. 00-36
RESOLUTION ACCEPTING BID ON
SALE OF $1,935,000 GENERAL OBLIGATION REFUNDING
BONDS OF 2000, PROVIDING
FOR THEIR ISSUANCE, AND
LEVYING A TAX FOR THE' PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Mendota
Heights, Minnesota (the "City"), has heretofore issued its
General Obligation Park Bonds of 1990, dated October 1, 1990 (the
"1990 Bonds") for the purpose of providing money to finance a
portion of the cost of the acquisition and betterment of parks,
consisting of neighborhood and community parks, bicycle and
pedestrian trails, and community ballfields (the "1990 Project"),
which 1990 Project was approved by the electorate on August 15,
1989; and
B. WHEREAS, $1,205,000 in principal amount of the
1990 Bonds which mature in the years 2001 and thereafter are
subject to redemption and prepayment at the option of the City on
August 1, 2000 and on any interest payment date thereafter at a
price of par plus accrued interest,, as provided in the resolution
of the City Council, dated October 16, 1990 authorizing the
issuance of the 1990 Bonds (the "1990 Resolution"); and
C. WHEREAS, the City Council has also heretofore
issued its General Obligation Park Bonds of 1991, dated November
1, 1991 (the "1991 Bonds") for the purpose of providing money to
finance the portion of the 1990 Project not financed by the 1990
Bonds (the "1991 Project"); and
D. WHEREAS, $710,000 in principal amount of the 1991
Bonds which mature in the years 2001 and thereafter are subject
to redemption and prepayment at the option of the City on August
1, 2000 and on any interest payment date thereafter at a price of
par plus accrued interest, as provided in the resolution of the
City Council, dated October 15, 1991 authorizing the issuance of
the 1991 Bonds (the "1991 Resolution"); and
E. WHEREAS, the 1990 Bonds and the 1991 Bonds are
hereinafter collectively referred to as the "Prior Bonds"; the
1990 Resolution and the 1991 Resolution are hereinafter
collectively referred to as the "Prior Resolution"; and the 1990
Project and the 1991 Project are hereinafter collectively
referred to as the "Project"; and
1156182.1 2
F. WHEREAS, the City Council deems it desirable and in
the best interests of the City to call for redemption and
prepayment all of the Prior Bonds which mature on August 1, 2001
and thereafter on August 1, 2000 in accordance with the Prior
Resolution in order to reduce the debt service costs to the City;
and
G. WHEREAS, the City Council has heretofore determined
and declared that it is necessary and expedient to issue
$1,935,000 General Obligation Refunding Bonds of 2000 (the
"Bonds") of the City, pursuant to Minnesota Statutes, Chapter
475, to provide funds to pay on August 1, 2000, all of the Prior
Bonds which then remain outstanding (the "Refunding"); and
H. WHEREAS, it is in the best interests of the City
that the Bonds be issued in book -entry form as hereinafter
provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Mendota Heights, Minnesota, as follows:
1. Acceptance of Bid. The bid of Dougherty & Co.,Inc.
(the "Purchaser"), to purchase the Bonds of
the City (or individually, a "Bond"), in accordance with the
Official Terms of Bond Sale, at the rates of interest hereinafter
set forth, and to pay therefor the sum of $1,922,8q.1us interest
accrued to settlement, is hereby found, determined and declared
to be the most favorable bid received and is hereby accepted and
the Bonds are hereby awarded to said bidder. The City Clerk is
directed to retain the deposit of said bidder.
2. Bond Terms.
(a) Title; Original Issue Date; Denominations; Maturities;
Term Bond Option. The Bonds shall be titled "General Obligation
Refunding Bonds of 2000", shall be dated May 1, 2000, as the date
of original issue and shall be issued forthwith on or after such
date as fully registered bonds. The Bonds shall be numbered from
R-1 upward in the denomination of $5,000 each or in any integral
multiple thereof of a single maturity (the "Authorized
Denominations"). The Bonds shall mature, without option of
prepayment, on August 1 in the years and amounts as follows:
Year
2001
2002
2003
2004
2005
Amount
$140,000
150,000
160,000
175,000
185,000
1156182.1 3
Year
2006
2007
2008
2009
2010
Amount
$195,000
215,000
225,000
240,000
250,000
1
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 limitedduring 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 bondlregister 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 havelany responsibility or
obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds Bonds
as securities depository (the "Participant") or the person
for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial
Owner"). Without limiting the immediately preceding
sentence, neither the City, nor the Bond Registrar, shall
have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the
Nominee or any Participant with respect to any ownership
interest in the Bonds, or (B) the delivery to any
Participant, any Owner or any other person, other than the
Depository, of any notice with respect to the Bonds,
including any notice of redemption, or (C) the payment to
any Participant, any Beneficial Owner or any other person,
other than the Depository, of any amount with respect to the
principal of or premium, if any, or interest on the Bonds,
or (D) the consent given or other action taken by the
Depository as the Registered Holder of any Bonds (the
"Holder"). For purposes of securing the vote or consent of
any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository
assigns its consenting or voting rights to certain
1156182.1 4
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 Bods, 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 and 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 intereston 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 interestlon 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 Repesentations, 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.
1156182.1 5
(viii) In connection with any notice or other
communication to be provided to the Holders pursuant to this
Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the
Depository shall consider the date of receipt of notice
requesting such consent or other action as the record date
for such consent or other action; provided, that the City or
the Bond Registrar may establish a special record date for
such consent or other action The City or the Bond
Registrar shall, to the exten possible, give the Depository
notice of such special recordidate 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.
1156182.1 6
(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 (together with other available
funds, if any, appropriated in paragraph 15 hereof) shall provide
funds to finance the Refunding. It is hereby found, determined
and declared that the Refunding is pursuant to Minnesota
Statutes, Section 475.67 and shall result in a reduction of debt
service cost to the City.
4. Interest. The Bonds shall bear interest payable
semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 2000, calculated
on the basis of a 360 -day year of twelve 30 -day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity Interest
Year Rate
2001
2002
2003
2004
2005
4.5 96
4.75
4.90
4.95
4.95
Maturity Interest
Year Rate
2006
2007
2008
2009
2010
5.00 0
5.05
5.10
5.15
5.20
5. No Redemption. The Bonds shall not be subject to
redemption and prepayment prior to their maturity
6. Bond Registrar.
, 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 Bond 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.
1156182.1 7
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:
1156182.1 8
R -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
GENERAL OBLIGATION
REFUNDING BOND OF 2000
INTEREST MATURITY
RATE DATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATE OF
ORIGINAL ISSUE CUSIP
MAY 1, 2000
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that 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, without option of prepayment, 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, 2000, 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
(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 namelthis 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 suchlInterest 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
1156182.1
9
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. 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.]+
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
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, Ito happen and to be performed,
precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regular and due form,
time and manner as required by law) and that this Bond, together
with all other debts of the Issuer outstanding on the date of
original issue hereof and the date of its issuance and delivery
to the original purchaser, does not exceed any constitutional or
statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Mendota Heights, Dakota
County, Minnesota, by its City Council has caused this Bond to be
executed on its behalf by the facsimile signatures of its Mayor
and its Clerk, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
Include only until termination of the book -entry only system
under paragraph 2 hereof.
1156182.1
10
Date of Registration: Registrable by:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
1156182.1
Payable at:
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY,
MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
Clerk
11
ON REVERSE OF BOND
No Redemption. The Bonds of this issue (the "Bonds")
are not subject to redemption and prepayment prior to their
maturity.
Issuance; Purpose; General Obligation. This Bond is
one of an issue in the total principal amount of $1,935,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate and denomination, which Bond has been
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 IlIssuer on May 2, 2000 (the
"Resolution"), for the purpose of providing money to redeem on
August 1, 2000, all of the outstanding General Obligation Park
Bonds of 1990, dated October 1, 1990 and all of the outstanding
General Obligation Park Bonds of 1991, dated November 1, 1991, of
the Issuer. This Bond is payable out of the General Obligation
Refunding Bonds of 2000 Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are
issuable solely as fully registered bonds 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 his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the
Bond Registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange for this
Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar
designation), of an Authorized Denomination or Denominations, in
aggregate principal amount equal to the principal amount of this
Bond, of the same maturity and bearing interest at the same rate.
1156182.1
12
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 legallor 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 on the
reverse side hereof 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.
Oualified 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.
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
1156182.1
(Cust)
under the
(State)
Transfers to Minors Act
(Minor)
Uniform
Additional abbreviations may also be used
though not in the above list.
13
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the
premises.
Dated:
Notice:
Signature Guaranteed:
The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every
particular, without alteration or
any change whatever.
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad -15(a)(2).
The Bond Registrar will not effect transfer of this Bond
unless the information concerning the transferee requested below
is provided.
Name and Address:
1156182.1
(Include information for all joint owners
if the Bond is held by joint account.)
14
8. Execution; Temporary Bonds. The Bonds shall be
printed (or, at the request of the Purchaser, typewritten) and
shall be executed on behalf of the City by the signatures of its
Mayor and City Clerk and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed
(or, at the request of the Purchaser, photocopied) facsimile; and
provided further that both of such signatures may be printed (or,
at the request of the Purchaser, photocopied) facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of
either such officer, the Bonds may be signed by the manual or
facsimile signature of that officer who may act on behalf of such
absent or disabled officer. In case either such officer whose
signature or facsimile of whose signature shall appear on the
Bonds shall cease to be such officer before the delivery of the
Bonds, such signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if he or she had
remained in office until delivery. The City may elect to
deliver, in lieu of printed definitive bonds, one or more
typewritten temporary bonds in substantially the form set forth
above, with such changes as may be necessary to reflect more than
one maturity in a single temporary bond. Such temporary bonds
may be executed with photocopied facsimile signatures of the
Mayor and City Clerk. Such temporary bonds shall, upon the
printing of the definitive bonds and the execution thereof, be
exchanged therefor and cancelled.
9. Authentication. No Bond shall be valid or
obligatory for any purpose or be entitled to any security or
benefit under this resolution unless a Certificate of
Authentication on such Bond, substantially in the form
hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the
original Bonds to the Purchaser, the Bond Registrar shall insert
as a date of registration the date of original issue, which date
is May 1, 2000. 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.
1156182.1
15
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.
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 Clerk is hereby authorized to negotiate and execute
the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond
delivered upon transfer of or in exchange for or in lieu of any
1156182.1
16
other Bond s
unpaid, and
12
Bond shall b
draft mailed
(the "Holder
by the Bond
close of bus
month next p
Record Date"
to be payabl
Regular Reco
the Holder t
"Special Rec
becomes avai
of the Speci
to the Holde
Record Date.
•
all carry all the rights to interest accrued and
o accrue, which were carried by such other Bond.
Interest Payment; Record Date. Interest on any
paid on each Interest Payment Date by check or
to the person in whose name the Bond is registered
on the registration books of the City maintained
egistrar and at the address appearing thereon at the
ness on the fifteenth (15th) day of the calendar
eceding such Interest Payment Date (the "Regular
Any such interest not so timely paid shall cease
to the person who is the Holder thereof as of the
d Date, and shall be payable to the person who is
ereof at the close of business on a date (the
rd Date") fixed by the Bond Registrar whenever money
able for payment of the defaulted interest. Notice
1 Record Date shall be given by the Bond Registrar
s not less than ten (10) days prior to the Special
13 Treatment of Registered Owner. The City and Bond
Registrar ma treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving
payment of p incipal of and premium, if any, and interest
(subject to he payment provisions in paragraph 12 above) on,
such Bond an,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 Treasurer to
the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application
thereof.
be deposite
Obligation
proceeds of
Account of
(collective
Prior Resol
with all of
funds from
sufficient
2000.
designated
(the "Fund"
1156182.1
Fund and Accounts.
$1,205,000 of the proceeds of the Bonds shall
in the Debt Service Account of the General
ark Bonds of 1990 Fund and $ 710,000 of the
the Bonds shall be deposited in the Debt Service
he General Obligation Park Bonds of 1991 Fund
y, the "Payment Account") heretofore created by the
tion for the Prior Bonds, which amounts, together
er funds held therein and $69,080 of available
he City duly appropriated for such purpose is
o prepay the outstanding Prior Bonds on August 1,
There is hereby created a special fund to be
he "General Obligation Refunding Bonds of 2000 Fund"
to be administered and maintained by the Treasurer
17
as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The
Fund shall be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts,
to be designated the "Cost of Issuance Account" and "Debt Service
Account", respectively.
(i) Cost of Issuance Account. There shall be deposited in
the Cost of Issuance Account all of the remaining proceeds of the
Bonds not otherwise deposited in the Payment Account as provided
in paragraph 15(a) above, less accrued interest received thereon,
and less any amount paid for the Bonds in excess of $1,915,000.
Monies in the Cost of Issuance Account shall be used to pay the
costs of issuing the Bonds. Any monies remaining in the Cost of
Issuance Account after all costs of issuance have been paid or
provided for shall be transferred to the Debt Service Account for
the Bonds.
(ii) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to the
Debt Service Account: (1) any collections of all taxes herein or
hereafter levied for the payment of the Bonds and interest
thereon; (2) all funds paid for the Bonds in excess of
$1,915,000; (3) all accrued interest received upon delivery of
the Bonds; (4) all funds remaining in the Cost of Issuance
Account after all costs of issuing the Bonds have been paid; (5)
any funds remaining on deposit in the Payment Account established
for the Prior Bonds after the same have been paid and discharged;
(6) any collections of all taxes heretofore levied for the
payment of the Prior Bonds and interest thereon which are not
needed to pay the Prior Bonds as a result of the Refunding; (7)
all investment earnings on funds in the Debt Service Account; and
(8) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt
Service Account. The amount of any surplus remaining in the Debt
Service Account when the Bonds and interest thereon are paid
shall be used consistent with the Minnesota Statutes, Section
475.61, Subdivision 4.
The moneys in the Debt Service Account shall be used solely to
pay the principal of and interest on the Bonds or any other bonds
hereafter issued and made payable from the Fund. No portion of
the proceeds of the Bonds shall be used directly or indirectly to
acquire higher yielding investments or to replace funds which
were used directly or indirectly to acquire higher yielding
investments, except (1) for a reasonable temporary period until
such proceeds are needed for the purpose for which the Bonds were
issued, and (2) in addition to the above, in an amount not
greater than the lesser of five percent (50) of the proceeds of
the Bonds or $100,000. To this effect, any proceeds of the Bonds
and any sums from time to time held in the Fund (or any other
1156182.1
18
City account which will be sued to pay principal and interest to
become due on the Bonds) in excess of amounts which under the
applicable federal arbitrage regulations may be invested without
regard as to yield shall not be invested in excess of the
applicable yield restrictions imposed by the arbitrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by
the United States or any agency or instrumentality thereof if and
to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code") .
16. Tax Levy; Coverage Test; Cancellation of Certain
Tax Levies. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the
taxable property in the City a direct annual ad valorem tax which
shall be spread upon the tax rolls and collected with and as part
of other general property taxes in the City for the years and in
the amounts as follows:
Year of Tax Year of Tax
Levy Collection Amount
2000 2001 $ 246,000
2001 2002 248,500
2002 2003 251,200
2003 2004 258,300
2004 2005 259,400
2005 2006 259,950
2006 2007 270,200
2007 2008 268,950
2008 2009 272,200
2009 2010 269,350
The tax levies are such that if collected in full they,
together with estimated collections of other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent (50) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
shall be irreparable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
Upon payment of the Prior Bonds, the uncollected taxes
pledged in paragraph 16 of the Prior Resolution authorizing the
issuance of the Prior Bonds, in the years 2000 through 2009 for
collection in 2001 through 2010 shall be canceled.
1156182.1
19
Th
17. Defeasance. When all Bonds have been discharged
as provided in this paragraph, all pledges, covenants and other
rights granted by this resolution to the registered holders of
the Bonds shall, to the extent permitted by law, cease. The City
may discharge its obligations with respect to any Bonds which are
due on any date by irrevocably depositing with the Bond Registrar
on or before that date a sum sufficient for the payment thereof
in full; or if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Bond Registrar
a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit. The City may also 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.
18. Continuing Disclosure. The City is the sole
obligated person with respect to the Bonds. The City hereby
agrees, in accordance with the provisions of Rule 15c2-12 (the
"Rule"), promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of
1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally
recognized municipal securities information repository ("NRMSIR")
and to the appropriate state information depository ("SID"), if
any, for the State of Minnesota, in each case as designated by
the Commission in accordance with the Rule, certain annual
financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to
time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to
(i) each NRMSIR or to the Municipal Securities Rulemaking Board
("MSRB") and (ii) the SID, notice of the occurrence of certain
material events with respect to the Bonds in accordance with the
Undertaking.
(c) Provide or cause to be provided, in a timely manner, to
(i) each NRMSIR or to the MSRB and (ii) the SID, notice of a
failure by the City to provide the annual financial information
with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule
set forth in this paragraph 18 and in the Undertaking is intended
to be for the benefit of the Holders of the Bonds and shall be
1156182.1
20
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 Proceeds and
Project. The City hereby covenants not to use the proceeds of
the Bonds or to use the Project, or to cause or permit them to be
used, or to enter into any deferred payment arrangements for the
cost of the Project, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and
141 through 150 of the Code.
25. Tax -Exempt Status of the Bonds; Rebate. The City
shall comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small -issuer exception amount of $5,000,000.
For purposes of qualifying for the exception to the
federal arbitrage rebate requirements for governmental units
issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that (1) the Bonds are issued by a
governmental unit with general taxing powers, (2) no Bond is a
private activity bond, (3) ninety-five percent (95%) or more of
the net proceeds of the Bonds are to be used for local
governmental activities of the City (or of a governmental unit
the jurisdiction of which is entirely within the jurisdiction of
the City), and (4) the aggregate face amount of all tax-exempt
bonds (other than private activity bonds) issued by the City (and
all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds
are issued and outstanding at one time is not reasonably expected
to exceed $5,000,000, all within the meaning of Section
148(f) (4) (D) of the Code.
Furthermore:
1156182.1
22
(i) there shall not be taken into account for
purposes of said $5,000,000 limit any bond issued to
refund (other than to advance refund) any bond to the
extent the amount of the refunding bond does not exceed
the outstanding amount of the refunded bond;
(ii) the aggregate face amount of the Bonds does
not exceed $5,000,000;
(iii) each of the Prior Bonds was issued as part
of an issue which was treated as meeting the rebate
requirements by reason of the exception for
governmental units issuing $5,000,000 or less of bonds;
(iv) the average maturity of the Bonds does not
exceed the average maturity of the Prior Bonds; and
(v) none of the Bonds has a maturity date which
is later than the date which is thirty (30) years after
the dates the Prior Bonds were issued.
26. Designation of Qualified Tax -Exempt Obligations;
Issuance Limit. In order to qualify the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3)
of the Code, the City hereby makes the following factual
statements and representations:
1156182.1
(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 2000 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations
issued by the City during this calendar year 2000 have
been designated for purposes of Section 265(b)(3) of
the Code;
(f) the aggregate face amount of the Bonds does
not exceed $10,000,000; and
23
(g) the Bonds are issued to refund, and not to
"advance refund" the Prior Bonds within the meaning of
Section 149(d)(5) of the Code, and shall not be taken
into account under the $10,000,000 issuance limit to
the extent the Bonds do not exceed the outstanding
amount of the Prior Bonds.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
27. Severability. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
28. Headings. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
The motion for the adoption of the foregoing resolution
was duly seconded by member Schneeman and, after a full
discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof: All Yea
and the following voted against the same: None
adopted.
1156182.1
Whereupon said resolution was declared duly passed and
24
John Hub j Acti 7 ayor
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 of said City, duly
called and held on the date therein indicated, insofar as such
minutes relate to considering bids for, and awarding the sale of,
$1,935,000 General Obligation Refunding Bonds of 2000 of said
City.
1156182.1
WITNESS my hand this day of May, 2000.
Clerk
25
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION PARK BONDS OF 1990
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the
City of Mendota Heights, Dakota County, Minnesota, there have
been called for redemption and prepayment on
August 1, 2000
those outstanding bonds of the City designated as General
Obligation Park Bonds of 1990, dated October 1, 1990 having
stated maturity dates in the following years, totaling $1,205,000
in principal amount and having CUSIP numbers listed below:
Year CUSIP Number*
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
The bonds are being called at a price of par plus accrued
interest to August 1, 2000, on which date all interest on said
bonds will cease to accrue. Holders of the bonds hereby called
for redemption are requested to present their bonds for payment,
at Norwest Bank Minnesota, N.A., if by mail to: Corporate Trust
Operations, Sixth Street and Marquette Avenue, N9303-110; or if
in person to: Corporate Trust Bond Window, 608 Second Avenue
South, Fourth Floor, Suite 460, in Minneapolis, Minnesota 55479-
0113 on or before August 1, 2000.
* Indicates full call of the CUSIP number. The City shall not be
responsible for the selection of or use of the CUSIP numbers, nor
is any representation made as to their correctness indicated in
the notice. They are included solely for the convenience of the
holders.
1156182.1
A-1
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION PARK BONDS OF 1990
CITY OF MENDOTA HEIGHTS,
DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the
City of Mendota Heights, Dakota County, Minnesota, there have
been called for redemption and prepayment on
August 1, 2000
those outstanding bonds of the City designated as General
Obligation Park Bonds of 1990, dated October 1, 1990 having
stated maturity dates in the following years, totaling $1,205,000
in principal amount and having CUSIP numbers listed below:
Year CUSIP Number*
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
The bonds are being called at a price of par plus accrued
interest to August 1, 2000, on which date all interest on said
bonds will cease to accrue. Holders of the bonds hereby called
for redemption are requested to present their bonds for payment,
at Norwest Bank Minnesota, N.A., if by mail to: Corporate Trust
Operations, Sixth Street and Marquette Avenue, N9303-110; or if
in person to: Corporate Trust Bond Window, 608 Second Avenue
South, Fourth Floor, Suite 460, in Minneapolis, Minnesota 55479-
0113 on or before August 1, 2000.
* Indicates full call of the CUSIP number. The City shall not be
responsible for the selection of or use of the CUSIP numbers, nor
is any representation made as to their correctness indicated in
the notice. They are included solely for the convenience of the
holders.
1156182.1
A-1
Dated: May 2, 2000
BY ORDER OF THE CITY COUNCIL
/s/ Kathleen M. Swanson
Clerk
Important Notice: Under the Interest and Dividend Compliance Act
of 1983, 31%- will be withheld if tax identification is not
properly certified.
Additional information
may be obtained from:
THE SHAUGHNESSY COMPANY
596 Endicott on Robert Building
P.O.Box 1470
St. Paul, Minnesota 55101
Telephone No.: (612) 227-6691
1156182.1
A-2
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION PARK BONDS OF 1991
CITY OF MENDOTA HEIGHTS
DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the
City of Mendota Heights, Dakota County, Minnesota, there have
been called for redemption and prepayment on
August 1, 2000
those outstanding bonds of the City designated as General
Obligation Park Bonds of 1991, dated November 1, 1991 having
stated maturity dates in the following years, totaling $710,000
in principal amount and having CUSIP numbers listed below:
Year CUSIP Number*
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
The bonds are being called at a price of par plus accrued
interest to August 1, 2000, on which date all interest on said
bonds will cease to accrue. Holders of the bonds hereby called
for redemption are requested to present their bonds for payment,
at Firstar Bank, N.A., Milwaukee, Wisconsin, successor to
American Bank National Association (formerly, American National
Bank and Trust Company), Attn: Corporate Trust Services, 1555
North RiverCenter Drive, Suite 301, in Milwaukee, Wisconsin
53212, on or before August 1, 2000.
*Indicates full call of the CUSIP number. The City shall not be
responsible for the selection of or use of the CUSIP numbers, nor
is any representation made as to their correctness indicated in
the notice. They are included solely for the convenience of the
holders.
1156182.1
B-1
Dated: May 2, 2000
Important Notice: Under the
of 1983, 316 will be withheld
properly certified.
Additional information
may be obtained from:
BY ORDER OF THE CITY COUNCIL
/s/ Kathleen M. Swanson
Clerk
Interest and Dividend Compliance Act
if tax identification is not
THE SHAUGHNESSY COMPANY
596 Endicott on Robert Building
P.O. Box 1470
St. Paul, Minnesota 55101
Telephone No.: (612) 227-6691
1156182.1
B-2