HomeMy WebLinkAboutResolution 9364RESOLUTION NO. 9364
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION AWARDING THE SALE OF $5,830,000 GENERAL
OBLIGATION WATER REVENUE BONDS, SERIES 2020A 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, Minnesota (the
"City") as follows:
Section 1. Background.
1.01 The City is authorized by Minnesota Statutes, Chapters 444 and 475, as amended
(collectively, the "Act"), to finance all or a portion of the costs associated with the City's 2019,
2020 and 2021 Water Treatment Plant Rehabilitation Project (the "Utility Improvements") by the
issuance of General Obligation Water Revenue Bonds of the City payable from the net revenues
of the water utility system of the City.
1.02 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
municipal advisor in connection with such sale. The actions of the City staff and the City's
municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
Section 2. Sale of Bonds.
2.01 Authorization. It is hereby determined that it is necessary to provide financing for
the Utility Improvements and to finance those Utility Improvements through the issuance of the
City's $5,830,000 General Obligation Water Revenue Bonds, Series 2020A (the "Bonds").
2.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird &
Co., Inc., Milwaukee, Wisconsin (the "Purchaser") to purchase the Bonds of the City hereby found
and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the
Bonds at a price of $6,060,492.09 (par amount of $5,830,000.00, plus original issue premium of
$271,527.60, less underwriter's discount of $41,035.51), plus accrued interest to the date of
delivery, if any, for Bonds bearing interest as follows:
Year of Interest
Maturity
2022
2023
Rate
2.00%
2.00
Year of
Maturity
2030
2031
Interest
Rate
2.00%
1.00
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2024
2.00
2032
1.00
2025
2.00
2033
1.00
2026
2.00
2034
1.05
2027
2.00
2035
1.15
2028
2.00
2036
1.25
2029
2.00
2.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price 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 after 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.
2.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell
the Bonds pursuant to the Act, in the total principal amount of $5,830,000, originally dated as of
the date of delivery, the Bonds being in fully registered form in the denominations of $5,000 each
or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth,
and maturing serially on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2022
$ 335,000
2030
$400,000
2023
350,000
2031
410,000
2024
355,000
2032
410,000
2025
360,000
2033
415,000
2026
370,000
2034
420,000
2027
375,000
2035
425,000
2028
385,000
2036
430,000
2029
390,000
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).
2.05. d tional Redem tion. The City may elect on February 1, 2030, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2031. Redemption may be in whole or
in part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section
7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the
amount of each participant's interest in such maturity to be redeemed and each participant will then
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be
at a price of par plus accrued interest.
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Section 3. Form; Registration.
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 August 1, 2021, to the
registered owners thereof of record as of the close of business on the 15a' day of the immediately
preceding month, whether or not that day is a business day.
3.03. Re 'stratian. The City will appoint, and will maintain, 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 will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any 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. Whenever any 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. All Bonds surrendered upon any 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
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liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
M Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is at any time registered in the bond register as the absolute owner
of such 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 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 Destro ed 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 such Bond destroyed, stolen or
lost, upon the payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with
the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and
of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to the Registrar and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it will not be
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written 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) in
accordance with the requirements of DTC 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. Ai2pointment of Initial Re 'straz. 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
MU210-280-685657.v2 5
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 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 a 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 thereof upon payment of the purchase price
in accordance with the contract of sale heretofore made and executed, and the Purchaser will not
be obligated to see to the application of the purchase price.
3.06. Form of Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.07. _Approving Legal Opinion. The City Finance Director is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the
opinion to be printed on or accompany each Bond.
Section 4. Funds and Accounts, Security, Payment.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to
be borrowed and repaid on the Bonds, and to provide adequate and specific security for the Purchaser
and holders from time to time of the Bonds, there is hereby created a special fund to be designated
the General Obligation Water Revenue Bonds, Series 2020A Debt Service Fund (the "Debt Service
Fund"). The Debt Service Fund shall be administered and maintained by the City Finance Director
as a bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. The Debt Service Fund will be maintained in the manner herein specified until
all of the Bonds and the interest thereon have been fully paid.
MU210-280-685657.v2 6
The City will continue to maintain and operate its Water Utility Fund, to which will be credited
all gross revenues of the water utility system (the "Utility System"), and out of which will be paid all
normal and reasonable expenses of current operations of such Utility System. Any balances therein
are deemed net revenues (the "Net Revenues") and will be transferred, from time to time, to the Debt
Service Fund hereby created, which fund will be used only to pay principal of and interest on the
Bonds, and any other bonds similarly authorized. There will be deposited in the Debt Service Fund
from time to time sufficient amounts to pay principal of and interest on the Bonds when due, and
the City Finance Director must report any current or anticipated deficiency in the Debt Service
Fund to the City Council. If a payment of principal or interest on the Bonds becomes due when
there is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director
is directed to pay such principal or interest from the general fund of the City, and the general fund
will be reimbursed for the advances out of the proceeds of Net Revenues of the Water Utility Fund
and taxes when collected. There is also appropriated to the Debt Service Fund (i) capitalized interest
financed from the Bond proceeds, if any; (ii) any amount over the minimum purchase price of the
Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in
accordance with Section 2.03; (iii) the accrued interest paid by the Purchaser upon closing and
delivery of the Bonds, if any; (iv) all investment earnings on amounts in the Debt Service Fund; and
(v) any other funds appropriated for the payment of principal or interest on the Bonds.
4.02. Construction Fund. The City hereby creates the General Obligation Water Revenue
Bonds, Series 2020A Construction Fund (the "Construction 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. Proceeds of the Bonds, less the appropriations
made in Section 4.01 hereof, together with any other funds appropriated during the construction of
the Utility Improvements financed by the Bonds will be deposited in the Construction Fund to be used
solely to defray expenses of the Utility Improvements. Any balance remaining in the Construction
Fund, after the Utility Improvements are completed and the cost thereof have been paid, may be used
as provided in Minnesota Statutes, section 475.65, under the direction of the City Council. Thereafter,
the Construction Fund is to be closed and any balance remaining therein is to be deposited in the Debt
Service Fund.
4.03. Qijy Covenants. The City Council covenants and agrees with the holders of the
Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce
the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the Utility System
as public utilities and conveniences free from competition of other like municipal utilities
and will cause all revenues therefrom to be deposited in bank accounts and credited to the
Utility System accounts as hereinabove provided, and will make no expenditures from
those accounts except for a duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account and
will cause money to be credited thereto from time to time, out of Net Revenues from the
Utility System in sums sufficient to pay principal of and interest on the Bonds when due.
MU210-280-685657.v2 7
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entries as to all transactions relating to the Utility System and which will be open to
inspection and copying by any bondholder, or the bondholder's agent or attorney, at any
reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least annually by
a qualified public accountant and statements of such audit and report will be furnished to
all bondholders upon request.
(d) The City Council will cause persons handling revenues of the Utility
System to be bonded in reasonable amounts for the protection of the City and the
bondholders and will cause the funds collected on account of the operations of the Utility
System to be deposited in a bank whose deposits are guaranteed under the Federal Deposit
Insurance Law.
(e) The Council will keep the Utility System insured at all times against loss by
fire, tornado and other risks customarily insured against with an insurer or insurers in good
standing, in such amounts as are customary for like plants, to protect the holders, from time
to time, of the Bonds and the City from any loss due to any such casualty and will apply
the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the Utility System as required by law.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce
Net Revenues adequate to pay all principal and interest when due on the Bonds, and any
other bonds similarly authorized, and to create and maintain such reserves securing said
payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property
in the City, when required to meet any deficiency in pledged Net Revenues.
(i) The City hereby determines that the estimated collection of net revenues
herein pledged for the payment of principal and interest on the Bonds will produce at least
5% in excess of the amount needed to meet, when due, the principal and interest payments
on such portion of the Bonds.
4.04. Rej.6stration of Resolution. The City Administrator is authorized and directed to file
a certified copy of this resolution with the County Auditor of Ramsey County and to obtain the
certificate required by Minnesota Statutes, Section 475.63.
4.05. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of
the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever
insufficient to pay all principal and interest then due on the Bonds and any other bonds payable
MU210-280-685657.v2 8
therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which
are available for such purpose, and such general fund may be reimbursed with or without interest
from the Debt Service Fund when a sufficient balance is available therein.
4.07. State Credit Enhancement.
(a) Pursuant to a resolution adopted by the City Council on November 23, 2020, the City
Council authorized and directed City staff to enter the City into a Credit Enhancement Program
Agreement (the "Credit Agreement") with the Minnesota Public Facilities Authority (the
"Authority"). Pursuant to Minnesota Statutes, Section 446A.086, as amended (the "Credit
Enhancement Act"), the State of Minnesota, acting through the Authority, may provide a guarantee
of any deficiency of debt service payments on the Bonds. Pursuant to the Credit Enhancement Act,
the City makes the following representations and covenants:
(i) the City will notify the Authority of any default or potential default in the
payment of principal or interest due on the Bonds;
(ii) the City will deposit with the Registrar all payments of principal and interest
due on the Bonds at least 3 business days prior to the payment due date;
(iii) the agreement the City enters into with the Registrar will include all provisions
required by the Credit Enhancement Act; and
(iv) the City will comply with all provisions of the Credit Agreement and with the
Credit Enhancement Act.
(b) Pursuant to subdivision 3 of the Credit Enhancement Act, the City acknowledges and
agrees that the Registrar is required to inform the Minnesota Commissioner of Management and
Budget and the Authority if the Registrar becomes aware of a default or potential default in the
payment of principal or interest on the Bonds or if, on the day 2 business days before the date a
payment is due on the Bonds, there are insufficient funds to make the payment on deposit with the
Registrar Section
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are hereby 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.
5.02. Certification as to Official Statement. The Mayor and City Administrator and
Finance Director, or any of them, are hereby authorized and directed to certify that they have
MU210-280-685657.v2 9
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, as of the
date thereof, a complete and accurate representation of the facts and representations made therein
as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, City Administrator, and Finance Director, or an of
them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates
as are required as a condition of sale. Unless litigation shall have been commenced and be pending
questioning the Bonds or the organization of the City or incumbency of its officers, at the closing
the Mayor, City Administrator, and Finance Director, or any of them, shall also execute and deliver
to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director
shall also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. 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 Old National Bank,
Chaska, Minnesota on the closing date for further distribution as directed by the City's municipal
adviser, Ehlers & Associates, Inc.
5.05. Electronic Signatures. The electronic signature of the Mayor, City Administrator,
and Finance Director, or any of them, to this resolution and to any certificate authorized to be
executed hereunder shall be as valid as an original signature of such party and shall be effective to
bind the City thereto. For purposes hereof, (i) "electronic signature" means (a) a manually signed
original signature that is then transmitted by electronic means or (b) a signature obtained through
DocuSign or Adobe or a similarly digitally auditable signature gathering process; and (ii)
"transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as
a portable document format ("pdf') or other replicating image attached to an electronic mail or
internet message.
Section 6. Tax Covenants.
6.01 Tax -Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees, or
agents any action which would cause the interest on the Bonds to become subject to taxation under
the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will take or cause its
officers, employees or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds. To that end, the City will comply with all requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds under Section
103 of the Code, including without limitation requirements relating to temporary periods for
investments and limitations on amounts invested at a yield greater than the yield on the Bonds.
6.02. 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 (1) requirements relating to temporary periods for
MU210-280-685657.v2 10
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 unless the Bonds qualify for an
exception to the rebate requirement under the Code and related Treasury Regulations.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the bonds or to cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of
the Code.
6.04. Qualified Tax -Exempt Obligations. _ In order to qualify the Bonds as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
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 2020 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2020 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Re Uirements. 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.
Section 7. Book-EntKy System, Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 2.04 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the
"Participants") or to any other person on behalf of which a Participant holds an interest in the
MU210-280-685657.v2 11
Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy
of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat
and consider the person in whose name each Bond is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such
new nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly
deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which 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.
7.04. Transfers Outside Soak -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event,
if no successor securities depository is appointed, the City will issue and the Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Pa ents 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.
MU210-280-685657.v2 12
Section 8. Continuing Disclosure.
8.01. City Com liance with Provisions of Continuing Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure
of the City to comply with the Continuing Disclosure Certificate is not an event of default with
respect to the Bonds; however, any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City
to comply with its obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City
Administrator and dated the date of issuance and delivery of the Bonds, as originally executed and
as it may be amended from time to time in accordance with the terms thereof.
Section 9. Defeasance. When the Bonds and all interest thereon, have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for
the prompt and full payment of the principal of and interest on the Bonds will remain in full force
and effect. The City may discharge 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 or by depositing
irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this
purpose, cash or securities which are backed by the full faith and credit of the United States of
America, or any other security authorized under Minnesota law for such purpose, bearing interest
payable at such times and at such rates and maturing on such dates and in such amounts as shall
be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said
obligation(s), which may include any interest payment on such Bond and/or principal amount due
thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior
redemption of such principal amount, at such earlier redemption date). 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.
The motion for adoption of the foregoing resolution was duly seconded by Member Hull,
and upon vote being taken thereon, the following voted in favor thereof: Mueller, Gunn,
Meehlhause, Hull, Bergeron
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
MU210-280-685657.v2 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, Minnesota, do hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a regular meeting of the City Council held on Thursday, December
14, 2020, with the original thereof on file in my office and I further certify that the same is a full,
true and correct transcript therefrom insofar as the same relates to the issuance and sale of the
City's $5,830,000 General Obligation Water Revenue Bonds, Series 2020A.
WITNESS My hand as City Administrator and the corporate seal of the City this 15th day
of December, 2020.
ram!
CKAdmini star
ty of Mo6nds View, Minnesota
MU210-280-685657.v2 14
Extract of Minutes of Meeting of the
City Council of the City of Mounds View
County of Ramsey, 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 via teleconference in said City, on Monday, December
14, 2020, commencing at 7:00 o'clock P.M. The teleconference was held in accordance with
Minnesota Statutes, Section 13D.021.
The following members were present: Mueller, Gunn, Meehlhause, Hull, Bergeron
and the following were absent: None
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $5,830,000 General Obligation Water
Revenue Bonds, Series 2020A.
The City Administrator presented a tabulation of the proposals that had been received in
the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached hereto.
After due consideration of the proposals, Councilmember Bergeron introduced the
following resolution and moved its adoption.
MU210-280-685657.v2
EXHIBIT A
PROPOSALS
Jg'kZEHLERS
am P U I'L 7 -: F '41", e, D',,'F. n F. ' ,
BID TABULATION
$6,140,000' General Obligation Water Revenue Bonds, Series 2020A
City of Mounds View, Minnesota
SALE: December 14, 2020
AWARD: BAIRD
KIN Credit Eahanaemeat Rating: S&P Global Rating, 'AAA"
Underlying Radag: S&P Global Ratire; 'AA"
Tax Exempt - Bank Qualified
NET TRUE
11ATCRM REOFFEI G INTEREST INTEREST
NAME DFBINDER _ (FWklwv 11 RATE FIELD PRICE COST RATE
BRIM
kfilwaukee, Wisconsin
C.L King & Assoaam
Colliers Sertmtias LLC
Vimiag-Sparks Mo. Limited
Edward lames
FYdelz;p Capital bfarkets
Crews & Assooate%Inc.
Davenport & Co. L.L.C.
Dmrcan-Wiilli=s, Inc.
Loop Cq)iW Madtets
Cc m Club Sank
Oppenb6mex & Co.
SM3Ridge Paraws
Sierra Paci& sectaiues
Isask Bond immman, Inc
Wm=t harm , LLC
FMS Bonds Tar -
First Seatudy Sties Carp.
BNY'mpum Capital Markets
Cenaal S%ttes Capital Markets
MifOand SKmrides
&iukd-Banff Secgznti m Inc.
First Som LLC
230 Securities LLC
DiEk(=Ir Securuies
First Samkexs' Banc Sea ties, Inc
bfotmmmsede Sec tzes LLC
StmieXFrmadal Inc.
uatdEs tad lioreno
UMB Bank NA.
2 02 2
2.O0D%
0.16D%
2023
2.OM
fl 200aa
2024
2.00M
0.230%
2025
2,00005
0 260Me
2026
2.000%
0.320%
2027
2.000%
0.40D%
2028
2.00M
0.540%
2029
2.000%
0,600%
2030
2.00(ni
0.70(6i
2031
1.00 mi
0.800%
2032
LOW%
0.9W.a
2033
1.000%
Loma
2034
1.050%
1.050 ;
2035
1.I M
1.150%
2036
1.250%
1.2506S
$6,383,304.90 $477,808.51 0.9192%
Subsequent to Ind operang the issue size was decreased to $5,830,000.
Adjusted Price - $6,060,492.09 Adjusted Net Interest Cost - 5460,932.63 Adjusted TIC - 0.9217%
a N)I�,fq ttG -WUNITIF.5 'A -'HAT WE DC,......... ' (arl�} c5< 11' I';� ��•:�•,r.ql lei; i u., .tin i
A-1
MU210-280-685657.v2
1Er TYRE
MATURrTY REOFFERING E%- EREST D4TE3ZEST
NAME OB BIIIFDER 1 RATE YIELD PR= COST RATE
BOK PINANCLkL SECUR=S, 36,345,E+6'1-75 34E7,137.15 0-94W%
INC-
hfilsraukee, Wiscommn
NO $6,376,492.15 W,56533 0.4443%
PIPER SANDLER '& CO- 36,366,357.25 $504,095.71 0-9712%
bfzmw3 +obs, Mmw5ota
RAYMOND MMS & 141359,822.25 3527,#4.94 1.0164%
ASSOCIATES, INC_
Memphis, Tennessee
FFINFWANCIAL CAPITAL 36,386,256.97 3551,97E.4E 1.0591%
MARKETS
Memwhis, Tennessee
Bid Tabmlatiam Derember 14, 2020
City of Mounds View, Mim mots
$6,140,040; Gemeral Obligation Wabr Revemue BQL&. Series 2020A Page 2
A-2
MU210-280-685657.v2
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF RAMSEY
CITY OF MOUNDS VIEW
Rate
GENERAL OBLIGATION
WATER REVENUE BOND, SERIES 2020A
Date of
Maturity Date _ Original Issue
February 1, 20 December 30, 2020
Registered Owner: Cede & Co.
CUSIP
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 sum set forth 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 August 1, 2021, 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 Registrar, Authenticating Agent and Paying
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.
This Bond is one of an issue in the aggregate principal amount of $5,830,000, all of like
original issue date and tenor, except as to number, maturity date, denomination, redemption
privilege, and interest rate, issued pursuant to a resolution adopted by the City Council on
December 14, 2020 (the "Resolution"), for the purpose of financing costs associated with the
City's 2019, 2020 and 2021 Water Treatment Plant Rehabilitation Project. and pursuant to and in
full conformity with its home rule charter, the Constitution, and the laws of the State of Minnesota,
including Minnesota Statutes, Chapter 475, as amended and Minnesota Statutes, Section 444.075.
The principal hereof and interest hereon are payable primarily from the net revenues of the water
utility system of the City in a special debt service fund of the City, 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
B-1
MU210-280-685657.v2
obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any
deficiency in net revenues, 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.
The City may elect on February 1, 2030, and on any date thereafter to prepay Bonds
maturing on or after February 1, 2031. 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.
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 Bond 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 Bond 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 Bond 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 Bond Registrar will be
affected by any notice to the contrary.
The City has designated the Bonds as "qualified tax -exempt obligations" pursuant to
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water utility system free from
competition by other like municipal utilities; that adequate insurance on said system and suitable
fidelity bonds on employees will be carried; that proper and adequate books of account will be
kept showing all receipts and disbursements relating to the Water Utility Fund, into which it will
pay all of the gross revenues from the water system; that it will also create and maintain the General
Obligation Water Revenue Bonds, Series 2020A Debt Service Fund, into which it will pay, out of
the net revenues from the water utility system, sums sufficient to pay principal of the Bonds and
interest on the Bonds when due; and that it will provide, by ad valorem tax levies, for any
deficiency in required net revenues of the water utility system.
IT IS HEREBY CERTIFIED AND RECITED 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 happen
and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and
B-2
MU210-280-685657.v2
binding general obligation of the City in accordance with its terms, have been done, have happened
and have been performed in regular and due form, time and manner, that prior to the issuance of
this bond the City Council of the City has provided funds for the payment of principal and interest
on the bonds of this issue as the same become due, but the full faith and credit of the City is pledged
for their payment and taxes will be levied, if required for such purpose, without limitation as to
the rate of amount; and that this bond, together with all other indebtedness of the City outstanding
on the date of its issuance, does not 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 Bond
Registrar by manual signature of one of its authorized representatives.
(The remainder of this page is intentionally left blank.)
B-3
MU210-280-685657.v2
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: December 30, 2020
CITY OF MOUNDS VIEW, MINNESOTA
4
City drnini ator Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
By
Authorized Representative
The following abbreviations, when used in the inscription of 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
in common
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
UNIF GIFT MINN ACT Custodian
(Cust) (Minor)
under Uniform Gift or Transfer to
Minors
Act..........................
(State)
Additional abbreviations may also be used though not in the above list.
B-4
MU210-280-685657.v2
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer the
said Bond on the books kept for registration of the within Bond, with full power of substitution in
the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act
of 1934, as amended.
The Bond 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
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MU210-280-685657.v2
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
December 30, 2020 Federal ID #13-2555119
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MU210-280-685657.v2
Signature of
Officer of Registrar
STATE OF MINNESOTA
COUNTY OF RAMSEY
COUNTY AUDITOR'S
CERTIFICATE AS TO
REGISTRATION WITH NO
AD VALOREM TAX LEVY
I, the undersigned County Auditor of Ramsey County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the City Council of the City of Mounds View, Minnesota,
on December 14, 2020, relating to the City's $5,830,000 City of Mounds View General Obligation
Water Revenue Bonds, Series 2020A, dated December 30, 2020, has been filed in my office and
said obligations have been registered on the register of obligations in my office.
WITNESS My hand and official seal this day of
County Auditor
Ramsey County, Minnesota
(SEAL)
Deputy
, 2020.
MU210-280-685657.v2