Res 2010- 71 Award Sale of GO Improv Bonds Series 2010AEXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MINNESOTA
HELD: September 7, 2010
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Mendota Heights, Dakota County, Minnesota, was duly called and held at the City
Hall in said City on Tuesday, the 7th day of September, 2010, at 7:30 P.M., for the purpose of
awarding the sale of, $1,055,000 General Obligation Improvement Bonds, Series 2010A of the
City.
The following members were present: Huber, Krebsbach, Duggan, Schneeman
and Vitelli
and the following were absent: None
Councilmember Vitelli introduced the following resolution and moved its
adoption:
RESOLUTION 10-71
A RESOLUTION AWARDING THE SALE OF $1,055,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2010A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
WHEREAS, the Mayor announced that the next order of business was consideration of
the proposals which had been received for the purchase of the City's $1,055,000 General
Obligation Improvement Bonds, Series 2010A.
WHEREAS, the City Finance Director presented a tabulation of the proposals that had
been received in the manner specified in the Notice of Sale for the Bonds. The proposals were as
set forth in EXHIBIT A attached.
After due consideration of the proposals, Member Vitelli then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent,
and moved its adoption:
BE IT RESOLVED By the City Council of the City of Mendota Heights, Dakota
County, Minnesota (the "City") as follows:
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Section 1. Sale of Bonds.
1.01 It is hereby determined that it is necessary and expedient for the City to issue $1,055,000
General Obligation Improvement Bonds, Series 2010A (the "Bonds ") pursuant to the Minnesota
Statutes, Chapter 429 (the "Act ") to provide financing for certain street reconstruction
improvements. The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9)
to negotiate the sale of the Bonds, if the City has retained an independent financial adviser in
connection with such sale.
1.02. Award to the Purchaser and Interest Rates. The proposal of United Bankers' Bank,
Bloomington, Minnesota (the "Purchaser ") to purchase $1,055,000 General Obligation
Improvement Bonds, Series 2010A (the "Bonds ") of the City described in the Notice of Sale is
hereby found and determined to be the reasonable offer received and is hereby accepted, the
proposal being to purchase the Bonds at a price of $1,044,977.50 plus accrued interest to date of
delivery. The Bonds bear interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2014 .875% 2024 3.00%
2016 1.375 2026 3.25
2018 1.875 2028 3.50
2020 2.375 2030 3.75
2022 2.625
1.03. Purchase Contract. The sum of $3,165.00 being the amount proposed by the Purchaser in
excess of $1,041,812.50 shall be credited to the Construction Fund under Section 4.01 hereof.
The City Finance Director is directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful
proposers. The Mayor and City Administrator are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. Terns and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds in the total principal amount of $1,055,000, originally dated September 29, 2010, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, upward,
bearing interest as set forth above, and maturing or being subject to mandatory payment on
February 1 in the years and amounts as follows:
Year Amount Year Amount
2013 $60,000 2022 $55,000
2014 60,000 2023 55,000
2015 60,000 2024 55,000
2016 60,000 2025 55,000
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2017 60,000 2026 55,000
2018 60,000 2027 60,000
2019 60,000 2028 60,000
2020 60,000 2029 60,000
2021 60,000 2030 60,000
1.05. Optional Redemption. The City may elect on February 1, 2018, and on any day
thereafter to prepay Bonds due on or after February 1, 2019. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal alnoumt thereof, is payable by check or
draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made
available for payment, unless (i) the date of authentication is an interest payment date to which
interest has been paid or made available for payment, in which case the Bond will be dated as of
the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2011, to the
registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent
and paying agent (the "Registrar "). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred
or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one or
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more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until that
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied
that the endorsement on the Bond or separate instrument of transfer is valid and genuine
and that the requested transfer is legally authorized. The Registrar will incur no liability
for the refusal, in good faith, to make transfers which it, in its judgment, deems improper
or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any
tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
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4
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a
copy of the redemption notice by first class mail (postage prepaid) to the registered owner
of each Bond to be redeemed at the address shown on the registration books kept by the
Registrar and by publishing the notice if required by law. Failure to give notice by
publication or by mail to any registered owner, or any defect therein, will not affect the
validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date, provided that the funds for
the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initial Registrar. The Mayor and the City Administrator are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City Finance Director
must transmit to the Registrar monies sufficient for the payment of all principal and interest then
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction
of the City Finance Director and executed on behalf of the City by the signatures of the Mayor
and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not
be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been so prepared, executed and authenticated, the
City Finance Director will deliver the same to the Purchaser upon payment of the purchase price
in accordance with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
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2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor
and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the following form:
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2010A
Date of
Rate Maturity Original Issue
, 20_ September 29, 2010
CUSIP
Registered Owner: Cede & Co.
The City of Mendota Heights, Minnesota, a duly organized and existing municipal
corporation in Dakota County, Minnesota (the "City "), acknowledges itself to be indebted and
for value received hereby promises to pay to the Registered Owner specified above or registered
assigns, the principal sum set forth above on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable February 1 and August 1
in each year, commencing August 1, 2011, to the person in whose name this Bond is registered at
the close of business on the fifteenth day (whether or not a business day) of the immediately
preceding month. The interest hereon and, upon presentation and surrender hereof, the principal
hereof are payable in lawful money of the United States of America by check or draft by Bond
Trust Services Corporation, Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent
and Authenticating Agent, or its designated successor under the Resolution described herein.
For the prompt and full payment of such principal and interest as the same respectively become
due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably
pledged.
The City may elect on February 1, 2018, and on any day thereafter to prepay Bonds due
on or after February 1, 2019. Redemption may be in whole or in part and if in part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
373631v1 MMD ME125 -2
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called for redemption, the City will notify Depository Trust Company ( "DTC ") of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
The City Council has designated the issue of Bonds of which this Bond forms a part as
"qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for
financial institutions and within the $30 million limit allowed by the Code for the calendar year
of issue.
This Bond is one of an issue in the aggregate principal amount of $1,055,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on September 7,
2010 (the Resolution), for the purpose of providing money to defray the expenses incurred and to
be incurred in making local improvements, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 429, and
the principal hereof and interest hereon are payable from special assessments against property
specially benefited by local improvements and from ad valorem taxes as set forth in the
Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond
and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the
City, which taxes may be levied without limitation as to rate or amount. The Bonds of this series
are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple
thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota, to be
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done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in
order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional,
statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
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 or manual
signatures of the Mayor and City Administrator and has caused this Bond to be dated as of the
date set forth below.
Dated:
CITY OF MENDOTA HEIGHTS,
MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
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BOND TRUST SERVICES
CORPORATION
By
Authorized Representative
8
The following abbreviations, when used in the inscription on the face of this Bond, will
be constructed 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 entireties
UNIF GIFT MIN ACT Custodian
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
(Cust) (Minor)
under Uniform Gifts or
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 all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, 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:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ( "STAMP "), the Stock Exchange Medallion
Program ( "SEMP "), the New York Stock Exchange, Inc. Medallion Signatures Program ( "MSP ")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
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The Registrar will not affect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration
Signature of City
Registered Owner of Registrar
Cede & Co.
Federal ID #13- 2555119
3.02. Approving Legal Opinion. The City Administrator is directed to obtain a copy of the
proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and to cause the opinion to be printed on or
accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the Improvement Bonds, Series
2010A Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of general taxes
hereinafter levied (the "Taxes "), and special assessments (the "Assessments ") levied or to be
levied for the Improvements described in Section 1.01 are hereby pledged to the Debt Service
Fund. If a payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund to pay the same, the City Finance Director is directed
to pay such principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of Assessments and Taxes when collected.
There is appropriated to the Debt Service Fund any capitalized interest funded from Bond
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proceeds, if any.
(b) Construction Fund. The proceeds of the Bonds, less the appropriations made in
paragraph (a), together with any other funds appropriated for the Improvements and Assessments
collected during the construction of the Improvements will be deposited in a separate
construction fund (which may contain separate accounts for each Improvement) (the
"Construction Fund ") to be used solely to defray expenses of the Improvements and the payment
of principal and interest on the Bonds prior to the completion and payment of all costs of the
Improvement. Any balance remaining in the construction fund after completion of the
Improvements may be used to pay the cost in whole or in part of any other improvement
instituted under the Act. When the Improvements are completed and the cost thereof paid, the
Construction Fund is to be closed and subsequent collections of Assessments for the
Improvements are to be deposited in the Debt Service Fund.
4.02. City Covenants. The City hereby covenants with the holders from time to time of the
Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvements to be
promptly levied so that the first installment will be collectible not later than 2011 and will
take all steps necessary to assure prompt collection, and if not heretofore ordered, the
Assessments are hereby ordered. The City Council will cause to be taken actions that are
required for the construction of each Improvement financed wholly or partly from the
proceeds of the Bonds, and will take all further actions necessary for the final and valid
levy of the Assessments and the appropriation of any other funds needed to pay the
Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and Taxes,
the City Council will levy additional ad valorem taxes in the amount of the current or
anticipated deficiency.
(c) The City will keep complete and accurate books and records showing: receipts
and disbursements in connection with the Improvements, Assessments and Taxes levied
therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually and will
furnish copies of such audit reports to any interested person upon request.
4.03. Pledge of Tax Levy. It is determined that at least 20% of the cost of the Improvements
will be specially assessed against benefited properties. For the purpose of paying the principal of
and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (the
"Taxes ") upon all of the taxable property in the City, which will be spread upon the tax rolls and
collected with and as part of other general taxes of the City. The taxes will be credited to the
Debt Service Fund above provided and will be in the years and amounts as follows (year stated
being year of collection:
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Year Levy
(See EXHIBIT B)
4.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby determined
that the estimated collections of Assessments and the foregoing Taxes will produce at least five
percent in excess of the amount needed to meet when due the principal and interest payments on
the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid, provided
that at the time the City makes its annual tax levies the City Administrator may certify to the
County Auditor of Dakota County the amount available in the Debt Service Fund to pay
principal and interest due during the ensuing year, and the County Auditor will thereupon reduce
the levy collectible during such year by the amount so certified.
4.05. County Auditor Certificate as to Registration and Tax Levy. The City Administrator is
authorized and directed to file a certified copy of this resolution with the County Auditor of
Dakota County and to obtain the certificate required by Minnesota Statutes, Section 475.63, that
the tax levy required by law has been made.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to
show the facts within their knowledge or as shown by the books and records in their custody and
under their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, may be deemed representations of the City as to the facts
stated therein.
5.02 Certification as to Official Statement. The Mayor and City Administrator are authorized
and directed to certify that they have examined the Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their knowledge and
belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to
Kennedy & Graven, Chartered as Bond Counsel) to U.S. Trust Company, Minneapolis,
Minnesota on the closing date for further distribution as directed by the City's financial adviser,
Ehlers & Associates, Inc.
Section 6. Tax Covenant.
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6.01. Tax- Exempt Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees or agents
any action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the "Code "), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be
necessary to ensure that such interest will not become subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter amended and made
applicable to the Bonds.
6.02. No Rebate Required. (a) The City will comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the interest on the Bonds
under Section 103 of the Code, including without limitation requirements relating to temporary
periods for investments, limitations on amounts invested at a yield greater than the yield on the
Bonds, and the rebate of excess investment earnings to the United.
(b) For purposes of qualifying for the small - issuer exception to the federal arbitrage rebate
requirements, the City finds, determines and declares that the aggregate face amount of all tax -
exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities
of the City) during the calendar year in which the Bonds are issued is not reasonably expected to
exceed $5,000,000, within the meaning of Section 148(f)(4)(D) of the Code.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, 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.
6.04. 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 makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as "qualified tax - exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax- exempt obligations (other than
any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by
the City (and all subordinate entities of the City) during calendar year 2010 will not
exceed $30,000,000; and
(d) not more than $30,000,000 of obligations issued by the City during
calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code.
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Section 7. Book -Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns ( "DTC "). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
"Participants ") or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Registrar,) of any
notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the
Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner of such Bond for the
purpose of payment of principal, premium and interest with respect to such Bond, for the
purpose of registering transfers with respect to such Bonds, and for all other purposes. The
Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on
the order of the respective registered owners, as shown in the registration books kept by the
Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the
City's obligations with respect to payment of principal of, premium, if any, or interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator of
a written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt
of such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar
and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter ") which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds
will agree to take all action necessary for all representations of the City in the Representation
373631v1 MMD ME125 -2
14
letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all
times.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the
Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event
the City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event,
if no successor securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution,
failure of the City to comply with the Continuing Disclosure Certificate is not to be considered
an event of default with respect to the Bonds; however, any Bondholder may take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City to comply with its obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City
Administrator and dated the date of issuance and delivery of the Bonds, as originally executed
and as it may be amended from time to time in accordance with the terms thereof.
Section 9. Defeasance.
9.01. Pledges, Covenants, and Other Rights to Cease. When all Bonds and all interest thereon,
have been discharged as provided in this section, all pledges, covenants and other rights granted by
this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and
credit of the City for the prompt and full payment of the principal of and interest on the Bonds will
remain in full force and effect. The City may discharge all Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full.
If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the
373631v1 MMD ME125 -2
15
The motion for the adoption of the foregoing resolution was duly seconded by Member
schneeman , and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
ATTEST CITY COUNCIL
CITY OF MENDOTA HEIGHTS
BY // d J
Nancy Bau r, Acting City Clerk
373631v1 MMD ME125 -2
16
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
) SS.
I, the undersigned, being the duly qualified and acting City Clerk of the City of Mendota
Heights, Dakota County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a regular meeting of the City Council of the City
held on September 7, 2010 with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofar as they relate to the issuance and sale of $1,055,000
General Obligation Improvement Bonds, Series 2010A of the City.
WITNESS my hand officially as such City Administrator this / day of
kt,L,✓c (<7, 2010.
373631vI MMD ME125 -2
EXHIBIT A
PROPOSALS
373631v1 MMD MEI25 -2
Tax Levy Calculation For:
City of Mendota Heights, Minnesota
$1,055,00 General Obligation mprovement Bonds, Series 2010A
Dated Date: 9/29/2010
(1) (2)
Levy Collect Pay Total pu| Less: Less: Net
Year Year Year P & I x 105% Spec Assmts Spec Assmts Levy
200 / 2011 / 2012
2011 / 2012 / 2013
2012 / 2013 / 2014
2013 / 2014 / 2015
2014 / 2015 / 2016
2015 / 2016 /207
2016 / 2017 / 2018
2017 / 2018 /209
2018 / 2019 / 2020
2019 / 2020 / 2021
2020 / 2021 / 2022
2021 / 2022 / 2023
2022 / 2023 / 2024
2023 / 2024 / 2025
2824 / 2025 / 2026
2025 / 2026 / 2027
2028 / 2027 / 2020
2027 / 2028 / 2023
2028 / 2029 / 2030
35,338.30
86,393.76
85,868.76
85,343.76
84,518.76
83,693.76
82,568.76
81,443.76
80,018.76
78,593.76
72,018.76
70,575.00
68,925.00
67,275.00
65,487.50
68,700.00
66,600.00
64,500.00
62,250.00
37,105.22 12,360.07 41,670.91 40,92576
90J13.45 11.896.50 40.502.57 88.314.82
90.102.20 11,433.06 39.35422 39.894.91
89,610.95 10.969.56 38.165.88 40,475.51
88J44.70 10,508.06 36,937.54 41,241.11
87.878A5 10,042.55 35,82919 42,00670
86,69720 9.579/05 34,660.85 42,457.30
85,515.95 9,115.55 33,492.51 42.907.09
84,018J0 8,652.05 32,32416 43,043.49
82�23.45 8.188.54 31.155.82 43,179.08
75,619.70 29.987.48 45.632.22
74,103.75 28,819.13 45.284.62
72,371.25 27,650.79 44.720.46
70.63875 20,482.45 44.156.30
68.701.88 25.314.10 43,447.77
72.185.00 24.145J8 47.388.24
69.930.00 22.977.42 46.952.58
67.725.00 21.809.07 45,915.93
65.362.50 20.64073 44,721.77
Totals
1.890113.40 1,459,619.07 102743.05 591.880.59 764,915.43
(1) Projected special assessment revenue based on $77,250 assessed at 6.00% (Rehab Portion).
(2) Projected special assessment revenue based on $369,975 assessed at 6.00% (Reconstruction Portion).
EHLERS
�� ����
u~unu~u~nm�� ASSOCIATES INC
STATE OF MINNESOTA
COUNTY OF DAKOTA
COUNTY AUDITOR'S
CERTIFICATE AS TO
TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Dakota County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the governing body of the City of Mendota Heights,
Minnesota, on September 7, 2010, levying taxes for the payment of $1,055,000 General
Obligation Improvement Bonds, Series 2010A, of said City dated September 29, 2010, has been
filed in my office and said bonds have been entered on the register of obligations in my office
and that the taxes specified in the Resolution have been levied as required by law.
WITNESS my hand this day of , 2010.
County Auditor
Dakota County, Minnesota
373631v1 MINID ME125-2