Res 2007- 96 Issuance of GO Bonds Series 2007Bsw-o�
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MINNESOTA
HELD: September 18, 2007
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 held at the City Hall on Wednesday,
September 18, 2007, at 7:30 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $1,595,000 General Obligation Improvement Bonds, Series 2007B.
The following members were present:
John Huber, Ultan Duggan, Sandra Krebsbach, Mary Jeanne Schneeman
and the following were absent:
Jack Vitelli
Member Schneeman introduced the following resolution and moved its adoption:
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$1,595,000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 2007B, PLEDGING SPECIAL ASSESSMENTS
FOR THE SECURITY THEREOF AND
LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Mendota Heights, Minnesota (the
"City"), has heretofore determined and declared that it is necessary and expedient to issue
$1,595,000 General Obligation Improvement Bonds, Series 2007B (the "Bonds" or individually,
a "Bond") of the City, pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the
construction of various improvements in the City (the "Improvements"); and
B. WHEREAS, the Improvements and all their components have been ordered prior
to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
C. WHEREAS, the City has retained Ehlers and Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and is
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Ehlers; and
D. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Clerk, or designee, at the offices of Ehlers, at 10:00 A.M., this same day pursuant to the
Terms of Proposal established for the Bonds; and
2081057v]
E. 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 City Council of the City of Mendota
Heights, Minnesota, as follows:
1. Acceptance of Offer. The proposal of Wells Fargo Brokerage Services, LLC (the
"Purchaser "), to purchase the Bonds in accordance with the Terms of Proposal, at the rates of
interest hereinafter set forth, and to pay therefor the sum of $1,600,519.25, plus interest accrued
to settlement, is hereby found, determined and declared to be the most favorable proposal
received and is hereby accepted, and the Bonds are Hereby awarded to the Purchaser. The City
Finance Director is directed to retain the deposit of the Purchaser and to forthwith return to the
unsuccessful bidders their good faith checks or drafts.
2. Bond Terms.
(a) Title; Original Issue Date; Denominations, Term Bond Option. The
Bonds shall be titled "General Obligation Improvement Bonds, Series 2007B ", shall be dated
October 10, 2007, as the date of original issue and shall be issued forthwith on or after such date
in fully registered form. The Bonds shall be numbered from R -1 upward in the denomination of
55,000 each or in any integral multiple thereof of a single maturity (the "Authorized
Denominations "). The Bonds shall mature on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2009
$60,000
2019
$75,000
2010
85,000
2020
75,000
2011
85,000
2021
75,000
2012
85,000
2022
80,000
2013
85,000
2023
80,000
2014
85,000
2024
85,000
2015
90,000
2025
90,000
2016
90,000
2026
90,000
2017
90,000
2027
95,000
2018
95,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository ") will act as securities depository for the
Bonds, and to this end:
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(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(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.
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(vi) So long as any Bond is registered in the name, of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
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.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount SO redeemed.
(c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and ternimation 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,
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(ii) Upon tennination 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 11 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if an d to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose, The Bonds shall provide funds to finance the Improvements. The total
cost of the improvements, which shall include all costs enumerated in Minnesota Statutes,
Section 475,65, is estimated to be at least equal to the amount of the Bonds. Work on the
Improvements shall proceed with due diligence to completion. The City covenants that it shall
do all things and perform all acts required of it to assure that work on the Improvements
proceeds with due diligence to completion and that any and all permits and studies required
tinder law for the improvements are obtained.
4. interest. The Bonds shall bear interest payable semiannually on February I and
August I of each year (each, an "Interest Payment Date"), commencing August 1, 2008,
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
Maturity
Interest
Year
Rate
Year
Rate
2009
4,00%
2019
4.00%
2010
4.00%
2020
4.00%
2011
4.00%
2021
4.00%
2012
4.00%
2022
4.10%
2013
4.00%
2023
4.10%
2014
4.00%
2024
4.10%
2015
4.00%
2025
4.15%
2016
4.00%
2026
4.15%
2017
4.00%
2027
4.15%
2018
4.00%
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5. Optional Redemption. All Bonds maturing in the years 2016 through 2027, both
inclusive, shall be subject to redemption and prepayment at the option of the City on February 1,
2015, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds
remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving.notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of the Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder, without service charge, a new Bond or Bonds having the
same stated maturity and interest rate and of any Authorized Denomination or Denominations, as
requested by the Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
6. Bond Regis trar. Bond Trust Services Corporation, in Roseville, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar "), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this
resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
2091057vt 6
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF MENDOTA HEIGHTS
R- $—
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2007B
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUS
% FEBRUARY 1, October 10, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF MENDOTA HEIGHTS, Dakota County, Minnesota (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the registered owner
specified above, or registered assigns, unless called for earlier redemption, in the manner
hereinafter set forth, the principal amount specified above, on the maturity date specified above,
and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 2008, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original, issue hereof. The principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of Bond Trust Services Corporation, in
Roseville, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder ") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so
timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the close of business
on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing in the years 2016
through 2027, both inclusive, are subject to redemption and prepayment at the option of the
Issuer on February 1, 2015, and on any date thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in
2081057vi 7
part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and
if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon shall
cease to accrue from and after the redemption date. Mailed notice of redemption shall be given
to the paying agent and to each affected Holder of the Bonds at least thirty (30) days prior to the
date fixed for redemption.
Selection of Bonds for Redemption, • Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond, The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose• General Obligation. This Bond is one of an issue in the total principal
amount of $1,595,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council of the Issuer on September 18, 2007 (the "Resolution"), for the purpose of
providing ing money to finance the construction of various improvements within the jurisdiction of
the Issuer. This Bond is payable out of the General Obligation Improvement Bonds, Series
2007B 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 fall faith and credit and taxing powers of the Issuer have been
and are hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
2081057vi
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. strar. 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 stered 'in blank or to "bearer" or similar designation), of an Authorized
91
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax- Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Mendota Heights, Dakota County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of
its Mayor and Clerk, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
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Date of Registration: Registrable by: BOND TRUST SERVICES
CORPORATION
Payable at: BOND TRUST SERVICES
BOND REGISTRAR'S CORPORATION
CERTIFICATE OF
AUTHENTICATION CITY OF MENDOTA HEIGHTS,
This Bond is one of the DAKOTA COUNTY, MINNESOTA
Bonds described in the
Resolution mentioned
Within. /s/ Facsimile
Mayor
BOND TRUST SERVICES
CORPORATION, /s/ Facsimile
Roseville, Minnesota Clerk
Bond Registrar
L-3
Authorized Signature
2081057v1 3 0
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
(dust)
under the
(State)
(Minor)
Uniform Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and
does hereby irrevocably constitute and appoint attorney to transfer the
Bond on the books kept for the registration thereof, with full power of substitution in the
prenvses.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad- 15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
2081057v] 11
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED
SIGNATURE
DATE AMOUNT OF HOLDER
2081057vl 12
8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of
the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its
Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the
City may be a printed (or, at the request of the Purchaser, 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 officer, the Bonds may be
signed by the manual or facsimile signature of an officer who may act on behalf of the absent or
disabled officer. In case either the officer whose signature or facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature
or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer
had remained in office until delivery. 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
Clerk. Such temporary bonds shall, upon the printing of the definitive bonds and the execution
thereof, be exchanged therefor and canceled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
on
entitled to any security or benefit under this resolution unless a Certificate of Aut hentication.
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and, by inserting as the date of registration in the space provided, the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is October 10, 2007, The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer• , Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the .Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
2081057v] 13
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 Finance Director is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights V transfer in
Upon Transfer or Exchange. Each Bond delivered upon transf of or
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether
or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected
by notice to the contrary.
2081057vl 14
14. Delivery-, —Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Improvement Bonds, Series 2007B Fund" (the "Fund") to be administered
and maintained by the Finance Director as a bookkeeping account separate and apart from all
other funds maintained in the official financial records of the City, The Fund shall be maintained
in the manner herein specified until all of the Bonds and the interest thereon have been fully
paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the
"Construction Account" and "Debt Service Account," respectively.
(a) Construction Account. To the Construction Account there shall be credited the
Proceeds of the sale of the Bonds, less any accrued interest received thereon, plus any special
assessments levied with respect to the Improvements and collected prior to completion of the
Improvements and payment of the costs thereof. From the Construction Account there shall be
paid all costs and expenses of making the Improvements listed in paragraph 16, including the
cost of any construction contracts heretofore let and all other costs incurred and to be incurred of
the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the Construction Account
shall be used for no other purpose except as otherwise provided by law; provided that the
proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due
prior to the anticipated date of commencement of the collection of taxes or special assessments
herein levied or covenanted to be levied; and provided further that if upon completion of the
improvements. there shall remain any unexpended balance in the Construction Account, the
balance (other than any special assessments) shall be transferred by the Council to the Debt
Service Account or the fund of any other improvement instituted pursuant to Minnesota Statutes,
Chapter 429, and provided further that any special assessments credited to the Construction
Account shall only be applied towards payment of the costs of the Improvements upon adoption
of a resolution by the City Council determining that the application of the special assessments for
such purpose will not cause the City to no longer be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
(b) Debt Service Account. There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, the Debt Service Account: (i) all collections of special
assessments herein covenanted to be levied with respect to the Improvements and either initially
credited to the Construction Account and not already spent as permitted above and required to
pay any principal and interest due on the Bonds or collected subsequent to the completion of the
Improvements and payment of the costs thereof; (ii) any accrued interest received upon delivery
of the Bonds; (iii) any collections of all taxes herein or hereafter levied for the payment of the
Bonds and interest thereon; (iv) all Rinds remaining in the Construction Account after
completion of the Improvements and payment of the costs thereof, not so transferred to the
account of another improvement; (v) all investment earnings on funds held in the Debt Service
Account; and (vi) any and all other moneys which are properly available and are appropriated by
the governing body of the City to the Debt Service Account. The Debt Service Account shall be
used solely to pay the principal and interest and any premiums for redemption of the Bonds and
any other general obligation bonds of the City hereafter issued by the City and made payable
from said account as provided by law.
2081057vl 15
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher Yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the
Construction Account or Debt Service Account (or any other City account which will be used to
pay principal or interest to become due on the bonds payable therefrom) in excess of amounts
which under then-applicable federal arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. Money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality thereof if and to the extent that such investment
would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code"),
16. Assessments. It is hereby determined that no less than twenty percent (20%) of
the cost to the City of each Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied
against every assessable lot, piece and parcel of land benefitted by any of the Improvements.
The City hereby covenants and agrees that it will let all construction contracts not heretofore let
within one (I) year after ordering each Improvement financed hereunder unless the resolution
ordering the Improvement specifies a different time limit for the letting of construction contracts.
The City hereby further covenants and agrees that it will do and perform as soon as they may be
done all acts and things necessary for the final and valid levy of such special assessments, and in
the event that any such assessment be at any time held invalid with respect to any lot, piece or
parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be
taken by the City or the City Council or any of the City officers or employees, either in the
making of the assessments or in the performance of any condition precedent thereto, the City and
the City Council will forthwith do all further acts and take all farther proceedings as maybe
required by law to make the assessments a valid and binding lien upon such property. The
special assessments have heretofore been authorized. Subject to such adjustments as are required
by the conditions in existence at the time the assessments are levied, it is hereby determined that
the assessments shall be payable in equal, consecutive, annual installments of principal with
interest on the declining balance, with general taxes for the years shown below at the rate per
annum not less than six percent (6.00%) per annum set forth opposite the collection years
specified below:
nos 1057v] 16
Improvement
Year of Tax
Maturity
Collection
Designation
Amount
Levy Years
Year
Ivy Falls
$333,750
2007 -2025
2008 -2026
Copperfield
77,519
2007 -2016
2008 -2017
Kipp
190,312
2007 -2016
2008 -2017
At the time the assessments are in fact levied the City Council shall, based on the then
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
17. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Year of Tax
Year of Tax
Maturity
Year of Tax
Leyy
Collection Amount
Year
Collection Amount
2007
2008 See attached
2017
2018 See attached
2008
2009 tax levy
2018
2019 tax levy
2009
2010
2019
2020
2010
2011
2020
2021
2011
2012
2021
2022
2012
2013
2022
2023
2013
2014
2023
2024
2014
2015
2024
2025
2015
2016
2025
2026
2016
2017
The tax levies are such that if collected in full they, together with estimated collections of
special assessments and other revenues herein pledged for the payment of the Bonds, will
produce at least five percent (5 %) in excess of the amount needed to meet when due the principal
and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the
Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce
the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3.
18. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
2081057v] 17
Tax Levy Calculation For:
City of Mendota Heights, Minnesota
$1,595,000 General Obligation Improvement Bonds, Series 2007E
Dated Date: 10/10/2007
(1) The following funds are available to pay a portion of the interest payment due 8/1/2008:
Unused Discount $19,938.00
Underwriter's Premium: 5.519.25
Total Funds Available $25,457.25
(2) Projected special assessment revenue based on $333,750 assessed at 6.00% (Ivy Fails Improvements).
(3) Projected special assessment revenue based on $77,519 assessed at 6.00% (Copperfiieid improvements).
(4) Projected special assessment revenue based on $155,000 assessed at 6.00% (Kipp Improvements).
(5) Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments.
JA ASSOCIATES INC
(2)
(3)
(4)
(5)
Levy
Collect
Pay
Total
Funds
P i
100 5%
Less,
Spec Assmts
Less:
Spec Assmts
Less:
Spec Assmts
Net
Levy
Tax
Levy
Year
Year
Year
P & 1
Available (1)
x
2007 /
2008
1 2009
144,331.90
25,457.25
124,818.38
37,590.79
12,403.04
24,800.00
23,870.00
50,024.55
82,065.61
50,100
82,100
2008 !
2009
! 2010
147,057.50
154,410.38
150,840.38
36,536,84
35,482,89
11,937,93
11,472.81
22,940.00
80,944.67
81,000
2009 /
2010
/ 2011
143,657.50
147,270.38
34,428.95
11,007.70
22,010.00
79,823.73
79,900
2010 /
2011
/ 2012
140,257.50
143,700.38
33,375.00
10,542.58
21,0$0.00
78,702.79
78,800
2011 i
2012
/ 2013
136,857.50
140,130.38
32,321.05
10,077.47
20,150.00
77,581.85
77,600
2012 !
2013
/ 2014
/
133,457.50
135,057.50
141,810.38
31,267.11
9,612.36
19,220.00
81,710.91
81,800
2013 /
2014 /
2014
2015
2015
/ 2016
131,457.50
138,030.38
30,213.16
9,147.24
18,290.00
17,360.00
80,379.98
79,049.04
80,400
79,100
2015 /
2016
/ 2017
127,857.50
134,250.38
135,720.38
29,159.21
28,105.26
8,68213
8,217.01
16,430.00
82,968.10
83,000
2018 /
2017
! 2018
129,257,50
110,730.38
27,051.32
83;678.06
83,700
2017 /
2018
1 2019
105,457.50
107,580.38
25,997.37
81,583.01
81,600
2018 /
2019
/ 2020
102,457.50
104,430.38
24,943.42
79,486.95
79,500
2019 /
2020
/ 2021
99,457.50
106,530.38
23,889.47
82,640.90
82,700
2020 /
2021
1 2022
101,457.50
103,086.38
22,835.53
80,2b0.85
$0,300
2021 !
2022
/ 2023
98,177.50
104,892.38
21,781.58
83,110.80
83,200
2022 1
2023
1 2024
99,897.50
106,483.13
20,727.63
85,755.49
85,800
2023 1
2024
/ 2025
101,412.50
102,561.38
19,673.68
82,$87.69
82,900
2024 /
2025
/ 2026
97,677.50
103,889.63
18,619.74
85,269.89
85,300
2025 /
2026
/ 2027
98,942.50
2,274,186.90
25,457.25
2,361,166.13
534,000.00
103,100.27
206,150.00
1,517,915.86
1,518,800.00
Totals
(1) The following funds are available to pay a portion of the interest payment due 8/1/2008:
Unused Discount $19,938.00
Underwriter's Premium: 5.519.25
Total Funds Available $25,457.25
(2) Projected special assessment revenue based on $333,750 assessed at 6.00% (Ivy Fails Improvements).
(3) Projected special assessment revenue based on $77,519 assessed at 6.00% (Copperfiieid improvements).
(4) Projected special assessment revenue based on $155,000 assessed at 6.00% (Kipp Improvements).
(5) Cashflow and levy needs should be reviewed annually to account for prepaid and/or delinquent assessments.
JA ASSOCIATES INC
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150 -2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City I to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will
have made a written declaration of the City's official intent (a "Declaration")
which effectively (i) states the City's reasonable expectation to reimburse itself for
the payment of the Reimbursement Expenditure out of the proceeds of a
subsequent borrowing; (ii) gives a general and functional description of the
property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the
City and the general functional purpose thereof from which the Reimbursement
Expenditure was to be paid (collectively the "Project"); and (iii) states the
maximum principal amount of debt expected to be issued by the City for the
purpose of financing the Project; provided, however, that no such Declaration
shall necessarily have been made with respect to: (i) "preliminary expenditures"
for the Project, defined in the Reimbursement Regulations to include engineering
or architectural, surveying and soil testing expenses and similar prefatory costs,
which in the aggregate do not exceed 20% of the "issue price" of the Bonds, and
(ii) a de minimis amount of Reimbursement Expenditures not in excess of the
lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150 -
2(d)(3) of the Reimbursement Regulations.
2081057v] 18
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but
not prior to) the issuance of the Bonds and in all events within the period ending
on the date which is the later of three years after payment of the Reimbursement
Expenditure or one year after the date on which the Project to which the
Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if
made within 30 days after the Bonds are issued, shall be treated as made on the
day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that
such action will not impair the tax - exempt status of the Bonds.
20. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
21. Continuing Disclosure.
(a) 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:
(i) 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.
(ii) 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.
(iii) 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 Issuer to provide the annual
financial information with respect to the Issuer described in the Undertaking.
gas 1 os7vl 19
(iv) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph and in the Undertaking is intended to be for the benefit of the holders of the
Bonds and shall be enforceable on behalf of such holders; provided that the right to
enforce the provisions of these covenants shall be limited to a right to obtain specific
enforcement of the City's obligations under the covenants.
(b) The Mayor and Clerk of the City, or any other officer of the City authorized to act
in their place, (the "Officers") are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers.
22. Certificate of Registration and Tax Levy. The Clerk is hereby directed to file. a
certified copy of this resolution with the County Auditor of Dakota County, Minnesota, together
with such other information as the County Auditor shall require, and to obtain from the County
Auditor the certificate that the Bonds have been entered in the County Auditor's Bond Register,
and that the tax levy required by law has been made.
23. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and , furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies,* certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
24. Negative Covenant as to Use of Bond Proceeds and Improvements. The City
hereby covenants not to use the proceeds of the Bonds or to use the improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code.
25. Tax-Exempt Status of the Bonds-, Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(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)
2081057v 20
the aggregate face amount of all tax exempt bonds (other than private activity bonds) issued by
the City (and all subordinate entities thereof, and all entities treated as one issuer with the City)
during the calendar year in which the Bonds are issued and outstanding at one time is not
reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the
Code.
26. Designation of Qualified Tax - Exempt Obligations. In order to qualify the Bonds
as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax- exempt obligations" for
purposes of Section 265(b)(3) of the Code.
(d) the reasonably anticipated amount of tax - exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2007 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2007 have been designated for purposes of Section 265(6)(3) of the Code.
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 unenforeeability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
28. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust Company
N.A., Greenwich, Connecticut, on the closing date for further distribution as directed by the
City's financial advisor, Ehlers.
29. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
2081057v1 21
The motion for the adoption of the foregoing resolution was duly seconded by member
K-rebsbach and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof:
Huber, Duggan, Krebsbach, Schneeman
and the following voted against the same:
None
Whereupon the resolution was declared duly passed and adopted.
2081057v1 22
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
1, 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 fall, true
and complete transcript of the minutes of a meeting of the City Council, duly called and held on
the date therein indicated, insofar as such minutes relate to authorizing the issuance of and
awarding the sale of $1,595,000 General Obligation Improvement Bonds, Series 2007B.
WITNESS my hand this
Cleri
$1,59S'OUO General Obligation Improvement Bonds, Series 2007B
CITY []FK8EN0]TA HEIGHTS, MINNESOTA
SALE: September 18, 2007
AWARD: WELLS FARQO BROKERAGE SERVICES, LLC
RATING: Moody's Investors Service, Inc. "Aa2" 131311: 4.4601
NET TRUE
NAME OFBIDDER MATURITY FATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
WELLS F8RGO BROKERAGE SERVICES, LLC 2009°
4.000%
2i550%
Minneapolis, Minnesota 2010°
4.000%
3.570Y6
2011°
4.00096
3.570%
2012°~
4.00096
3.59096
2013~*
4.00096
3.58096
2014°°°
4.000%
3.850Y6
2015°°°
4,000Y6
3.650Y6
2016�
4,00096
3,80096
2017°**°
4000%
3.800%
2018~°~
4.000Y6
3.80096
2019°°°=
4.000Y6
4.000%
2O20°°=~
4,000Y6
4.000%
2O21 ***^~
4.000%
4.00096
2022°°°~°°
4.100%
4.100Y6
2023°°°°°°
4.100Y6
4.10096
2024^°°°°
4.100%
4.100Y6
2025°°°°~°
4,150Y6
4.150%
2026~�°
4,15096
4.150%
2027~°°`°°
4.150Y6
4.150%
~@230.000 Tenn Bond due 2011 with mandatory redemption in 2009-2010
'*$17O.0OO Term Bond due 2U13 with mandatory redemption in2D12
'**$,175,000 Term Bond due 2015 with mandatory redemption in2O14
^~~$275.00O Term Bond due 2018 with mandatory redemption in2O1G`2O17
~°°°$226.D0OTnnn Bond due 2O21 with mandatory redemption in 2019-2020
^-^°~~$24S.000 Term Bond due 2O24 with mandatory redemption in2O22'2O23
-`$275,000 Term Bond due 2027 with mandatory redemption in 2025-2026
$1,600,519.25 $673,667.65 4.0175%
Q� 0� � �� 0� d� ��Cpmmpmn�o�� mmmx|w' MN 55113
�" N�@ �� �~ Q�� �� '
| �� = = == �� �= ~�' 651.697.8500 fax 651.697.8555 wwwoNuw'mn.ovm
& ASSOCIATES INC Offices in Roseville, MN Brookfield, III and Lisle, IL
$1.59S.00B General Obligation Improvement Bonds, Series %0Q7B Page
City of Mendota Heights, Minnesota
NAME OFBIDDER
MATURITY
(February 1)
RATE
NET
REOFFERING PRICE INTEREST
YIELD COST
TRUE
INTEREST
FATE
OA, DAVIDSON &CO.
2009
3,500Y6
$1.580.645.00 $677.081.71
4.0570Y6
Minnetonka, Minnesota
2010
3.50096
2013
4.800Y6
NORTHLAND SECURITIES, INC.
2011
3.55096
2015
Minnoapo|is, Minnesota
2012
3.550%
4.000Y6
B2RNARD| SECURITIES, INC,
2013
3,600Y6
2018
4.000Y6
Chicago, Illinois
2014
3,600Y4
2020
4.00096
2015
3.650Y6
4. 0e0%
4.150%
2023
2016
3.65096
2024
4,150%
2017
3.750%
2026
4.25096
2018
1750%
425096
2019
3.850%
2020
3,85096
2021
4.00096
2022
4,00096
2023
4,100%
2024
4.10094
2025
4.25096
2026
4.250Y6
2027
4,25096
CRDN|N & COMPANY. INC.
2009
4.00096 $1.594595.40 $68650906 4.1014%
Minneapolis, Minnesota
2010
4.00096
UBG INVESTMENT BANK
2011
4.000Y6
DaUaa, Texas
2012
4.00096
C|T|GRDUP GLOBAL MARKETS, INC.
2013
4.800Y6
Chicago, Illinois
2014
4.00096
2015
4.000Y6
2015
4.000Y6
2017
4.000Y6
2018
4.000Y6
2018
4.000%
2020
4.00096
2921
2022
4. 0e0%
4.150%
2023
4.150Y6
2024
4,150%
2025
4.25096
2026
4.25096
2027
425096