HomeMy WebLinkAboutResolution 8745 Extract of Minutes of Meeting
of the City Council of the City of
Mounds View, Ramsey County,Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Mounds View, Minnesota, was duly held in the City Hall in said City on Monday, April 10,
2017, commencing at 7:00 P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the issuance of
the City's $6,000,000 General Obligation Capital Improvement Plan Bonds, Series 2017A.
The City Administrator presented a tabulation of the proposals that were received in the
manner specified in the Terms of Proposal for the Bonds. The proposals are as set forth in Exhibit
A attached.
After due consideration of the proposal, Member M C till h a()5•✓ then introduced the
following resolution, and moved its adoption:
496797v2 JSB MU210-244
RESOLUTION 8745
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
A RESOLUTION AWARDING THE SALE OF $6,000,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2017A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Mounds View, Ramsey County,
Minnesota(the "City") as follows:
Section 1. Background.
1.01. Statutory Authorization. The City is authorized by Minnesota Statutes, Chapter
475, including without limitation, Section 475.521 (the "Act") to finance certain capital
improvements under an approved capital improvement plan by the issuance of general obligation
bonds of the City payable from ad valorem taxes. Capital improvements include acquisition or
betterment of public lands, buildings or other improvements for the purpose of a city hall, library,
public safety facility and public works facilities (excluding light rail transit or any activity related
to it, or a park, road,bridge, administrative building other than a city hall, or land for any of those
activities).
1.02. Capital Improvement Plan Authorizing Issuance of Bonds. On November 14,2016
the City held a public hearing regarding a five year capital improvement plan (the "Plan"), and
regarding issuance of bonds in the maximum principal amount of$7,500,000 to finance planned
capital improvements, all in accordance with the Act. The Plan authorizes issuance of bonds to
pay the cost of certain capital improvements identified in the capital improvement plan, including
but not limited to the acquisition and construction of a public works facility(the"Improvements").
1.03. No Petition for a Referendum Received. The City Council has determined that no
petition for a referendum on issuance of bonds pursuant to the Plan was received by the City within
30 days after the hearing in accordance with the Act.
1.04. Estimated Total Cost of Capital Improvements. The City estimates that the total
cost of the Improvements is approximately $6,000,000, including capitalized interest, costs of
issuance and bond discount.
496797v2 JSB MU210-244 2
1.05. Determinations of the City in Compliance with the Act. As required by the Act,
the City has determined that:
(i) the expected useful life of the Improvements will be at least 5 years; and
(ii) the amount of principal and interest due in any year on all outstanding bonds issued
by the City under the Act, including the Bonds, will not exceed 0.16% of the taxable market
value of property in the City for taxes payable in 2017.
1.06. Issuance of the Bonds. The City finds it is necessary and expedient to the sound
financial management of the affairs of the City to issue its $6,000,000 General Obligation Capital
Improvement Plan Bonds, Series 2017A (the "Bonds") pursuant to the Act to provide financing
for the Improvements.
Section 2. Sale of Bonds.
2.01. Award to the Purchaser and Interest Rates. The City is authorized by Minnesota
Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined
that the City has retained an independent financial advisor in connection with such sale. The
actions of the City staff and the City's financial advisor in negotiating the sale of the Bonds are
ratified and confirmed in all aspects. The proposal of FTN Financial Capital Markets
(the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof is
hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being
to purchase the Bonds at a price of$6,075,850.24 for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2019 3.00% 2024 3.00%
2020 3.00 2025 3.00
2021 3.00 2037* 2.70
2022 3.00 2038 3.50
2023 3.00
*Term Bond
2.02. Purchase Contract. Any original issue premium and any rounding amount shall be
credited to the Debt Service Fund hereinafter created, or deposited in the Construction Fund
hereinafter created, as determined by the City Finance Director upon consultation with the City's
municipal advisor. 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 authorized to execute a contract
with the Purchaser on behalf of the City, if requested by the Purchaser.
2.03. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act to the Purchaser in the total principal amount of$6,000,000. The Bonds
will be originally dated the date of issuance in the denomination of$5,000 each or any integral
multiple thereof, numbered No. R-1 upward, bearing interest as above set forth and maturing
serially on February 1 in the years and amounts as follows:
496797v2 JSB MU210-244 3
Year Amount Year Amount
2019 $225,000 2024 $ 260,000
2020 235,000 2025 270,000
2021 240,000 2037* 3,885,000
2022 245,000 2038 385,000
2023 255,000
*Term Bond
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).
2.04. Optional Redemption. The City may elect on February 1, 2026, and on any day
thereafter to prepay Bonds due on or after February 1, 2027. 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 8 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.
2.05. Term Bond;Mandatory Redemption. The Bond maturing on February 1,2037 shall
hereinafter be referred to collectively as the "Term Bond." The principal amounts of the Term
Bond subject to mandatory sinking fund redemption on any date may be reduced through earlier
optional redemptions, with any partial redemptions of the Term Bond credited against future
mandatory sinking fund redemptions of such Term Bond in such order as the City shall determine.
The Term Bond is subject to mandatory sinking fund redemption and shall be redeemed in part by
lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts
as follows:
496797v2 JSB MU210-244 4
February 1, 2037 Term Bond
Sinking Fund Installment Date Principal Amount
2026 $280,000
2027 285,000
2028 295,000
2029 300,000
2030 310,000
2031 315,000
2032 325,000
2033 335,000
2034 345,000
2035 355,000
2036 365,000
2037* 375,000
*Maturity
Section 3. Registration and Payment.
3.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
3.02. 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 February 1, 2018,
to the registered owners of record thereof as of the close of business on the 15th day of the
immediately preceding month,whether or not that day is a business day.
3.03. 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 the Bonds
and the registration of transfers and exchanges of the Bonds entitled to be registered,
transferred or exchanged.
496797v2 JSB MU210-244 5
(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 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 15th 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. The 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 a 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 the 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 any 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 any 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 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
496797v2 JSB MU210-244 6
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 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.
3.04. 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.
3.05. 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 any 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.
496797v2 JSB MU210-244 7
3.06. 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 Exhibit B
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 4. Form of Bond.
4.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially
the form attached hereto as Exhibit B.
4.02. Approving Legal Opinion. The City Finance Director 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 the Bonds.
Section 5. Payment; Security; Pledges and Covenants.
5.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2017A Debt Service Fund (the"Debt Service Fund") hereby
created, and the proceeds of the ad valorem taxes hereinafter levied 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 will 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 the taxes levied by this resolution, when collected. There is
appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any,
(ii) any amount over the minimum purchase price paid by the Purchaser,to the extent designated for
deposit in the Debt Service Fund in accordance with Section 2.02; (iii) except as provided in (b),
proceeds of general ad valorem taxes herein levied for the Bonds (the "Taxes"), which Taxes are
pledged to the Debt Service Fund; (iv)all investment earnings on amounts in the Debt Service Fund;
and(iv)any other funds appropriated for the payment of principal or interest on the Bonds.
(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 Taxes collected
during the construction of the Improvements will be deposited in a separate construction fund (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
Improvements. 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 capital 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 Taxes for the Improvements are to
be deposited in the Debt Service Fund.
496797v2 JSB MU210-244 8
5.02. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds,
there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City,
to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The
tax will be credited to the Debt Service Fund above provided and is in the years and amounts as
follows (year stated being year of collection):
Year Levy
(See Exhibit C)
5.03. Certification to County Auditor as to Debt Service Fund Amount. It is determined
that the estimated collection of 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 will be irrepealable until the Bond is paid, provided that at the time the City makes
its annual tax levies the City Finance Director may certify to the County Auditor of Ramsey 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.
5.04. County Auditor's Certificate as to Registration. The City Administrator is authorized
and directed to file a certified copy of this resolution with the County Auditor and to obtain the
certificate required by Minnesota Statutes, Section 475.63.
5.05. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank,
Minneapolis, Minnesota on the closing date for further distribution as directed by the City's
municipal adviser, Ehlers &Associates, Inc.
Section 6. Authentication of Transcript.
6.01. 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,will be deemed representations of the City as to the facts stated
therein.
6.02. 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.
496797v2 JSB MU210-244 9
Section 7. Tax Covenant.
7.01. 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 and the rebate of excess investment earnings to the United States (unless the City qualifies
for any exemption from rebate requirements based on timely expenditure of proceeds of the Bonds,
in accordance with the Code and applicable Treasury Regulations).
7.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bond 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 States.
7.03. 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.
7.04. 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 2017 will not exceed
$10,000,000; and
(d) not more than$10,000,000 of obligations issued by the City during calendar
year 2017 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
496797v2 JSB MU210-244 10
Section 8. Book-Entry System; Limited Obligation of City.
8.01. 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 2.03 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.
8.02. 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.
8.03. Representation Letter The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations(the"Representation Letter")which will 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 Letter
with respect to the Registrar and Paying Agent,respectively,to be complied with at all times.
496797v2 JSB MU210-244 11
8.04. 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.
8.05. 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 9. Continuing Disclosure.
9.01.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 will not 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.
9.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and the 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.
9.03. Limited Continuing Disclosure. In order to qualify the Bonds for limited continuing
disclosure under paragraph (d)(2) of Securities and Exchange Commission Rules, Section 15c2-12
(the"SEC Rule"),the City makes the following factual statement and representation: as of the date
of delivery of the Bonds,the City will not be an obligated person(as defined in paragraph(f) of the
SEC Rule) with respect to more than $10,000,000 in aggregate amount of outstanding municipal
securities, including the Bonds and excluding municipal securities that were exempt from the SEC
Rule pursuant to paragraph(d)(1)thereof
496797v2 JSB MU2I0-244 12
Section 10. Defeasance. When all Bonds and all accrued 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 Registrar a
sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.
Adopted this 10th day of April, 2017.
614
Carol A. Mueller, Mayor
ATTEST:
J7/1/YVRA &t11111Mbri‘Y
James Ericson, City Administrator
(SEAL)
The motion for the adoption of the foregoing resolution was duly seconded by Member
v p n , 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.
496797v2 JSB MU210-244 13
STATE OF MINNESOTA )
COUNTY OF RAMSEY ) SS.
CITY OF MOUNDS VIEW )
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Mounds View, Ramsey 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 April 10, 2017 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$6,000,000 General
Obligation Capital Improvement Plan Bonds , Series 2017A of the City.
WITNESS My hand as City Clerk this day of ,2017.
City Administrator
496797v2 JSB MU210-244
EXHIBIT A
PROPOSALS
0 EHLERS
BID TABULATION LEADERS IN PUBLIC FINANCE
$6,000,000*General Obligation Capital Improvement Plan Bonds, Series 2017A
City of Mounds View, Minnesota
SALE: April 10,2017
AWARD: FTN FINANCIAL CAPITAL MARKETS
Rating:S&P Global Ratings"AN' BBI:3.83%
Bank Qualified
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL S6,078,717.84 S1,966,048.12 2.6889%
MARKETS
Memphis,Tennessee 2019 3.000% 1.050%
2020 3.000% 1.200%
2021 3.000% 1.400%
2022 3.000% 1.650%
2023 3.000% 1.750%
2024 3.000% 1.900%
2025 3.000% 2.000%
2026' 2.700% 2.700%
2027' 2.700% 2.700%
2028' 2.700% 2.700%
2029' 2.700% 2.700%
2030' 2.700% 2.700%
2031' 2.700% 2.700%
2032' 2.700% 2.700%
2033' 2.700% 2.700%
2034' 2.700% 2.700%
2035' 2.700% 2.700%
2036' 2.700% 2.700%
2037' 2.700% 2.700%
2038 3.500% 3.100%
* Subsequent to bid opening the individual maturity amounts were adjusted.
Adjusted Price-S6,075,850.24 Adjusted Net Interest Cost-$1,983,298.34 Adjusted TIC-2.6928%
1$3,885,000 Term Bond due 2037 with mandatory redemption in 2026-2036.
f _ -II 1-800-552-1171 I www.ehlers-inc.com 1
496797v2 JSB MU210-244 A-1
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
STIFEL NICOLAUS $6,115,384.40 $1,976,344.98 2.6893%
Memphis,Tennessee 2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 2.250%
2028 2.250%
2029 2.500%
2030 2.500%
2031 3.000%
2032 3.000%
2033 3.000%
2034 3.000%
2035 3.000%
2036 3.000%
2037 3.000%
2038 3.000%
CITIGROUP GLOBAL MARKETS $6,169,662.10 S2,039,605.88 2.7533%
INC.
New York,New York 2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 2.500%
2028 2.500%
2029 2.750%
2030 2.750%
2031 3.000%
2032 3.000%
2033 3.000%
2034 3.000%
2035 3.000%
2036 3.250%
2037 3.375%
2038 3.500%
elkBid Tabulation April 10,2017
City of Mounds View, Minnesota
$6,000,000 General Obligation Capital Improvement Plan Bonds, Series 2017A Page 2
496797v2 JSB MU210-244 A-2
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February I) RATE YIELD PRICE COST RATE
BAIRD $6,161,850.55 $2,119,784.24 2.8654%
Milwaukee,Wisconsin 2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.000%
2034 3.000%
2035 3.250%
2036 3.250%
2037 3.500%
2038 3.500%
NORTHLAND SECURITIES,INC. $6,143,912.70 $2,137,722.09 2.8953%
Minneapolis,Minnesota 2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.000%
2034 3.000%
2035 3.250%
2036 3.250%
2037 3.500%
2038 3.500%
0 Bid Tabulation April 10, 2017
City of Mounds View,Minnesota
$6,000,000 General Obligation Capital Improvement Plan Bonds, Series 2017A Page 3
496797v2 JSB MU210-244 A-3
EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MOUNDS VIEW
GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN BOND, SERIES 2017A
Date of
Rate Maturity Date Original Issue CUSIP
February 1, 20_ May 4, 2017
Registered Owner: Cede & Co.
The City of Mounds View,Minnesota,a duly organized and existing municipal corporation
in Ramsey 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 Amount specified above on the Maturity Date specified above, unless called for
earlier redemption, with interest thereon from the date hereof at the annual rate specified above
(calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and
August 1 in each year, commencing February 1, 2018, to the person in whose name this Bond is
registered at the close of business on the 15th 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 Bond 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, 2026, and on any date thereafter to prepay Bonds due
on or after February 1, 2027. 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 The 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.
496797v2 JSB M1J210-244 B-1
The Bond maturing on February 1, 2037 shall hereinafter be referred to collectively as the
"Term Bond." The principal amounts of the Term Bond subject to mandatory sinking fund
redemption on any date may be reduced through earlier optional redemptions, with any partial
redemptions of the Term Bond credited against future mandatory sinking fund redemptions of such
Term Bond in such order as the City shall determine. The Term Bond is subject to mandatory
sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the
sinking fund installment dates and in the principal amounts as follows:
February 1, 2037 Term Bond
Sinking Fund Installment Date Principal Amount
2026 $280,000
2027 285,000
2028 295,000
2029 300,000
2030 310,000
2031 315,000
2032 325,000
2033 335,000
2034 345,000
2035 355,000
2036 365,000
2037* 375,000
*Maturity
The City Council has designated the Bonds 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 $10 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$6,000,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate, denomination and
redemption privilege, all issued pursuant to a resolution adopted by the City Council on April 10,
2017 (the"Resolution"), for the purpose of providing money to defray the expenses incurred and
to be incurred in making certain capital improvements,pursuant to and in full conformity with the
Constitution,Charter of the City and laws of the State of Minnesota,including Minnesota Statutes,
section 475.521,and the principal hereof and interest hereon are payable 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 additional ad valorem taxes on all taxable
property in the City in the event of any deficiency in ad valorem taxes pledged, 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.
496797v2 JSB MU210-244 B-2
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, Charter of the City and laws of the State of
Minnesota, to be 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 Mounds View, Ramsey 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 MOUNDS VIEW, MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
496797v2 JSB MU210-244 B-3
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES •
CORPORATION
By
1
496797v2 JSB MU210-244 B-4
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM--as tenants UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT--as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN-- as joint tenants with
right of survivorship and Act
not as tenants in common (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,
STEMP, SEMP or MSP,all in accordance with the Securities Exchange Act of 1934,as amended.
496797v2 JSB MU210-244 B-5
The Registrar will not effect 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.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ID#13-2555119
496797v2 JSB MU210-244 B-6
I
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2017 $132,597.76
2018 415,033.50
2019 418,446.00
2020 416,293.50
2021 413,983.50
2022 416,766.00
2023 413,983.50
2024 416,293.50
2025 418,288.50
2026 415,600.50
2027 418,020.75
2028 414,907.50
2029 416,902.50
2030 413,364.00
2031 414,933.75
2032 416,220.00
2033 417,222.75
2034 417,942.00
2035 418,377.75
2036 418,530.00
2037 418,398.75
* Year tax levy collected.
496797v2 JSB MU210-244 C-1
STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF RAMSEY TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Ramsey County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the governing body of the City of Mounds View,
Minnesota, on April 10, 2017, levying taxes for the payment of its General Obligation Capital
Improvement Plan Bonds, Series 2017A, dated May 4, 2017, has been filed in my office and said
bonds have been entered on the register of obligations in my office and that such tax has been
levied as required by law.
WITNESS My hand and official seal this day of , 2017.
County Auditor
Ramsey County,Minnesota
(SEAL)
Deputy
496797v2 JSB MU210-244 1