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HomeMy WebLinkAbout2000.11.06 RESO 2000-0044EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HUGO, MINNESOTA HELD: November 6, 2000 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hugo, Washington County, Minnesota, was duly held at the City Hall in said City on Monday, the 6th day of November, 2000, at 7:00 P.M., for the purpose, in part, of considering proposals for, and awarding the sale of, $1,015,000 General Obligation Temporary Improvement Bonds, Series 2000B of the City. The following members were present: Mayor Walter Stolztman; Council Members, Debra Barnes, Chuck Haas, James Leroux, Becky Petryk and the following were absent: None Mayor Stoltzman introduced the following resolution and moved its adoption: RESOLUTION 2000-44 RESOLUTION ACCEPTING PROPOSAL ON SALE OF $1,015,000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS, SERIES 2000% PROVIDING FORIBEIR ISSUANCE, AND PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS A. WHEREAS, the City Council of the City of Hugo, Minnesota (the "City"), by resolution duly adopted on May 4, 1998 .(the "Prior Resolutign") has heretofore issued :.$985,000 General Obligation Temporary Improvement Bonds,Series 1998B (the "1998B . Bonds"); and B. WHEREAS, Minnesota Statutes,. Section 429.091, Subdivision 5, permits . the issuance of additional temporary bonds to the extent the 1998B Bonds.caunot be paid when due from receipts of special. assessments, taxes or. other fiords appropriated for that purpose; and C. ' WHEREAS, the City Councit hereby determines -that it is necessary and expedient. to provide additional temporary financing pursuant to Minnesota Statutes,'Chapters :. 429 and 475, particularly Section 429.091, Subdivision 5 by the issuance of its $1,015,000 General Obligation Temporary Improvement Bonds, Series 2000B (the "Bonds" or, individually, 1222136.1 s a "Bond") for the payment of the 1998B Bonds on their maturity date, February 1, 2001, and to pledge special assessments to the payment thereof, and D. WHEREAS, the City has retained Ehlers and Associates, Inc. in Roseville, Minnesota ("Ehlers"), as its independent financial advisor for the Bonds and therefore proposals to purchase the Bonds have been solicited by Ehlers in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and E. WHEREAS, proposals set forth on Exhibit A attached hereto were received pursuant to the terms established for the Bonds at the offices of Ehlers, in the presence of the City Clerk -Treasurer, or designee, at 11:00 A.M., Central Time, this same day; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Hugo, Minnesota, as follows: 1. &M -tam of Prop. The proposal of Wells Fargo Brokerage Services, LLC (the "Purchaser"), to purchase the Bonds in accordance with the terms established for the Bonds, at the rates of interest hereinafter set forth, and to pay therefor the sum of $1,008,402.50, plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to said proposal maker. The Clerk -Treasurer is directed to retain the deposit of said proposal maker and to forthwith return to the unsuccessful proposal makers their good faith checks or drafts. r (a) Title: Original Issue Date: Denominations: Maturity. The Bonds shall be titled "General Obligation Temporary Improvement Bonds, Series 2000B"; shall be dated November 28, 2000, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R 1 upward in the denomin- ation of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations"), The Bonds shad all mature on August 1, 2003, unless called for earlier. redemption. (b) Book Entry Only Ste: The Depository Trust Corhpany, a limited -purpose trust company organized under -the laws ofthe State -of New York or any of its. successors or its successors to its functions hereunder (the "Depository") will act as securities - . depository for'the Bonds,.and to'this end: (i) The Bonds*shall be initially issued and, so long as -they remain.in book,entry form only (the "Book.EntryOnly Period"), shall at all times be m. the form of a separate .. ' single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations 1222136.1 2 1222136.1 for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Register Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights. to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering ttansfers with respect to such Bonds, and for all purpose whatsoever. The BondRegistrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to or upon the Holder of the Holders of the.Bonds as shown on the bond register, and. all such payments _shall be valid and •effeetive to fully satisfy and discharge ' the City's obligations with respect to the principal of and premium, if any,.and interest on the Bonds to the extent of the sum or sums so paid. (v) ,Upon delivery by the. Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof, references to the Nominee hereunder shall refer to such new Nominee. 3 (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book - entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesserdenominidon as provided in paragraph'5 hereof, make a notation of the reduction in principal amount*on the panel provided on the Bond stating the amount so redeemed. - (c) T in 'on of Book Entry Only Svstem. Discontinuance of a particular Depository's services and termination of the :book -entry only system may be -effected as follows: (i) The Depository may determine to discontinue providing its services. with - respect to the Bonds at anytime -by giving written notice to the City and: discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with. respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the 1222136.1 4 system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terns, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 11 hereof. To the extent that the Beneficial Owners are designated as the transferee by the. Holders, in accordance with paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof. (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by referenced and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. RuMse. The Bonds shall provide funds to pay the 1998B Bonds. Work on the Improvements originally financed by the 1998B Bonds shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Improvements originally financed by the 19988 Bonds proceeds. with due diligence to completion. 4. IIS. The Bonds shall all bear interest payable semiannually on February 1 and August 1 of eack year (each, an "Interest Payment Date"), commencing August 1, 2001, calculated on die -basis of a 360 -day year of twelve 30 -day months, at the 'rate .of four and fifty-five one hundredths percent (4.551%) per annum. 5. Redemption., All Bonds shall be subject to redemption and prepayment at theoption of the City on Febmary 1,.2002, and on any date thereafter at a price -of par plus accrued interest. -Redemption maybe in whole or in part: If redemption is in part, the specific Bonds to be prepaid shall be chosen -by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall* cease to accrue from and after the redemption date. Notice of redemption shall be given by. registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the paying agent and to each affected registered holder of the Bonds at the address shown on the registration books. 1222136.1 5 To effect a partial redemption, the Bond Registrar prior to giving notice of redemption shall assign to each Bond a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. U.S. Bank Trust National Association, in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar'), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the . registered holders (or record holders) of the Bonds in the manner set forth -in the form of Bond and in paragraph -12 of this resolution. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 1222136.1 6 UNITED STATES OF AMERICA STATE OF MINNESOTA WASHINGTON COUNTY CITY OF HUGO R $ GENERAL OBLIGATION TEMPORARY IMPROVEMENT BOND, SERIES 2000B INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP % AUGUST 1, 2003 NOVEMBER 28, 2000 REGISTERED OWNER: PRINCIPAL AMOUNT: ITI KNOW ALL PERSONS BY THESE PRESENTS that the City of Hugo, Washington County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount.specified above, on the maturity date specified above,- unless bove,unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date-),. commencing August 1, 2001, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of (the "Bond Registrar"), acting .as paying -agent, or any successor paying agent, duly appointed by . the Issuer. Interest on this. Bond will be paid on tachInterest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder"). on the registration books of the Issuer maintained by the. Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next-- precedmg such Interest Payment Date (the "Regular Record Date"). Any interest not so timely . paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a 1222136.1 7 date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. [So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution, and surrender of this Bond shall not be required for payment of the redemption price upon a partial redemption of this Bond. Until termination of the book- entry ookentry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee.]" REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Hugo, Washington County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its' Clerk -Treasurer, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Include only until termination of the book -entry only system under paragraph 2 hereoL 1222136.1 8 Date of Registration BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Bond Registrar Bv: Authorized Signature 1222136.1 9 Registrable by: Payable at: _ CITY OF HUGO WASHINGTON COUNTY, MINNESOTA /s/ Facsimile Mayor /s/ Facsimile v , r-:- is w W ON REVERSE OF BOND Redemption. All Bonds of this issue (the "Bonds") are subject to redemption and prepayment at the option of the Issuer on February 1, 2002, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part. If redemption is in part, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of redemption shall be given by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the paying agent and to each affected Holder of the Bonds at the address shown on the registration books. Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption, the Bond Registrar shall assign to each Bond a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly auihoriied in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, anew Bond or Bonds of the.same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in 'aggregate principal amount equal to and in- exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: bam: General Obligatim. This Bond is one of an issue in the total. principal amount bf $1,015,000, -all of like date of original issue and tenor, except as to number and denomination, which Bond has been issued pursuant to and in fill conformity with the. Constitutiou and laws of the State of Minnesota and pursuant to a resolution adopted by the City - Council of the Issuer on November 6, 2000. (the "Redolution"), for the purpose of providing. money to pay the Issuer's General Obligation Temporary Improvement Bonds; Series 1998B, dated May 2691998, which mature on February 1, 2001. This Bond is payable gut. of the General Obligation Temporary Improvement Bonds, Series 2000B Fund of the Issuer, and into which- - fund there arc to.be paid proceeds of the def five bonds or additional temporary -bonds which . the Issuer is required by law to issue at or prior to the maturity .of this. Bond for the purpose of refunding the same if the special assessments theretofore received or collected, or any other municipal fiords which are properly available and are appropriated by the City Council for such 1222136.1 10 purposes, are not sufficient for the full payment thereof. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations. Exchange: Resolution. The Bonds are issuable solely as fully registered bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for filly registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar: Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. .Treatment of Registered -Owners. The Issuer.and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar: Qualified TmExempt Obligation. This. Bond has been designated by the Issuer As a "qualified tax-exempt obligation." for purposes of Section 265(b)(3) of the- federal Internal Revenue Code of 1986; as amended. 1222136.1 11 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cult) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 1222136.1 12 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(ax2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transfereerequested below. is provided. Name and Address: (Include information for all joint owners' if the Bond is held by joint account.) 1222136.1 13 [Use only for Bonds when they are Registered in Book Entry Only System] PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amounts) as follows: Authorized Signature Date Amount Of Holder 1222136.1 14 8. Execution: Temporary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its Mayor and Clerk -Treasurer and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, typewritten) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, typewritten) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Clerk -Treasurer. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate ofAuthentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is November 28, 2000: The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. . 10.. Registration: Transfer: Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable . . regulations as the Bond Registrar: may prescribe, the Bond. Registrar, shall provide for the . registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. . Upon surrender for transfer of any Bond at the principal. office of the Bond Registrar, the City shall execute (if necessary);. and -the Bond Registrar shall authenticate;- insert ..the date of registration (as. provided in:paragraph' 9) of and deliver, in the name of the: designatad- transferee or transferees, one .or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest 12.22136.1 15 rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained -in any agreement with the Bond Registrar, including regulations which permit the. Bond Registrar to close its transfer books between record dates and payment dates. The Clerk -Treasurer is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Tratlsfer or Exchange. Each Bond .delivered upon transfer of or in exchange for or in lieu of any other Bond shah carry all.the rights to interest accrued and unpaid, and to accrue, which were carried by such othet Bond. _ .42.*- Interest Payment: Record Date: Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is - registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and -at the address appearing thereon at the close of business on the fifteenth_(15th)-day of the . . calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the 1222136.1 16 close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery: Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Clerk -Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund designated the "General Obligation Temporary Improvement Bonds, Series 2000B Fund" (the "Fund"), to be administered and maintained by the Clerk -Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts to be designated the "Payment Account" and "Debt Service Account", respectively. (a) Payment Account. The proceeds of the Bonds, less accrued interest,. and less any amount paid for the Bonds in excess of $1,003,600 shall be deposited in the. Payment Account. On or prior to February.1, 2001, the Clerk -Treasurer. shall transfer $985,000.of the proceeds of the Bonds from the Payment Account to the paying agent for the 1998B Bonds, which sum is sufficient, together with other -funds on deposit in the debt service fund for the 1998B Bonds, to pay the principal and interest due on the 1998E Bonds due on February 1, 2001: The remainder of the ironies in the Payment Account shall be used to pay the costs of issuance of the Bonds. Any monies remaining in the Payment Account after payment of all costs of issuance and payment of the 1998B Bonds shall be transferred Wthe Debt Service Account. (b) Debt Service Acco,=t.. To the Debt Service Account there is hereby pledged and irrevocably appmpriated and theie shall be credited: (1) all funds paid for the Bonds in excess of $1,003;600; (2) accrued interest; (3) any balance remaining on February. 1;•2001, in the 19988•... . Bonds Debt Service Account created by the Prior Resolution; (4) any uncollected special assess= meats which -were heretofore pledged for the payment of the Refunded.Bonds and are herein pledged.to the payment of thc.Bonds; (5) all investment earnings.on funds in the Debt Service . Account; -(6) any taxes hereafter levied for the payment of the Bonds; (7) -the proceeds of any definitive bonds or additional temporary bonds in an amount, together with other moneys then on hand irrevocably appropriated to said account, as is necessary to pay the principal of and interest 1222136.1 17 on, the Bonds; (8) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The amount of any surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (501o) of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then -applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. 1998B Bonds: Security. Until payment of the 1998B Bonds, all provisions for the security thereof shall be observed by the City and all of its officers and agents. 17. Special Assessments. The City has heretofore levied special assessments pursuant to the Prior Resolution, which have been pledged to the payment of the principal and interest on the 1998B Bonds. All uncollected special assessments are now pledged to the payment of principal of and interest -on the Bonds. The special assessments are such that if - collected in full they, together "with estimated collections of other revenues herein pledged • for the payment of the .Bonds, will produce at least five percent (54%) in excess of the amount needed to .meet when due the principal'and interest payments on the Bonds. Consequently, no taxes are. levied at -the present time. 18. General Obligation Page. 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 shah be and are hereby. irrevocably pledged. • If the balance in the Payment Account or Debt Service Account is ever insufficient to pay all principal and interest. then due op the Bonds and any other Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose,, and such other. fimds may be reimbursed with or without interest from the Payment Account or Debt* Service Account when a sufficient balance is available therein. 1222136.1 18 19. Issuance of Definitive Obligations: Coverage Test. To further provide moneys for the prompt and full payment of principal and interest on the Bonds, the City shall issue and sell definitive bonds or additional temporary bonds, at or prior to the maturity date of the Bonds issued hereunder, in such amounts as are needed to pay the principal and interest when due on the Bonds after the application of the special assessments theretofore collected, and the appropriation of such other municipal funds as are properly available for such purpose. The Council hereby finds, determines and declares that the estimated collections of special assessments to be received before the maturity date of the Bonds, together with the proceeds of any definitive bonds or additional temporary bonds, to be issued at or before the maturity date, and other revenues pledged for the payment of the Bonds and the interest thereon will equal at least five percent (5%) in excess of the principal and interest requirements of the Bonds as the same become due. 20. Bondholder Covenant. The provisions of this resolution constitute a . covenant with the holders of the Bonds issued by the City and the definitive bond to be issued to refund such Bonds and, with respect to the payment of funds to the Debt Service Account, a pledge of those funds for the benefit of the holders of the Bonds payable therefrom. 21. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may .discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in fiill, provided that notice of redemption thereof has been duly given.. The City may also at any time discharge its obligations with respect to any Bonds; subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an.escrow agent for this purpose, cash or. securities described in Minnesota Statutes, Section 475.67, -Subdivision $, bearing interest - payable at such times and at such rates and maturing on such dates as shall berequired, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as -herein required has been duly.provided for, tosuch earlier redemption -date-. .22..: Compliance With R6WhUrsement Bond Reuulations; The }provisions of this paragraph arelntended to establish'and provide fbr the City's compliance with.United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations")`applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the 1222136.1 19 City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure"). The City hereby certifies and/or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration") which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.1SO- of the Reimbursement Regulations. (c) The "reimbursement allocation" =described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reiihbursement Expenditure -or one year after the date on which the Project to which the Reimbursement -Expenditure relates is first placed in service. (d) Each. such reimbursement allocation will be made in a writing -that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made -within 30 days after the Bonds- issued, shall be treated as made on the :day the Bondsare issued.- 1222136.1 ssued: 1222136.1 20 Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 20 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax-exempt status of the Bonds. 23. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: (a) Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terns of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the -Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph 20 and in the Undertaking is intended to be for the benefit of the Holders ofthe Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Clerk -Treasurer of the City, *or any other officer of the City authorized to act in their place with "'Officers" are hereby authorized .and directed to execute on behalf of the City the Undertaking in substantially the.form presented to the City Council subject -to such - modifications thereof or additions thereto as are (i) consistent with the requirements under the. Rule, (ii) required by the Purchaser of the Bonds, and (iii). acceptable to the Officers-, 24. Certificate of Re¢istration. The County Auditor is hereby directed to file a certified copy -of this resolution with the County Auditor of Washington County; together with such other information as he, -or she: shall requim,-and- to obtain the County Auditor's certificate . that the Bonds have been entered in the County Auditor's Bond Register. 1222136.1 21 25. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 26. Negative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements originally financed by the 1998B Bonds, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City hereby covenants not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code. 27. Conditions Prior to Issuance of Definitive Bonds. It is hereby found, determined and declared that all conditions exist precedent to the issuance of definitive bonds in an amount equal at least to the principal sum of the Bonds. 28. Tax -Exempt Status of the Bonds: Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States, if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed then small -issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governatental units issuing $5,000,000 or less of bonds, the City hereby finds, determines. and declares that (1)'the Bonds pare -issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond,.(3)_ninety-five percent (95%) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental -unit the jurisdiction of which is entirely within the jurisdiction of -the City), -and (4) the aggregate face amount of all, tax-exempt bonds (other -than private activity bonds) issued by the -City (and all.iubordinate-entities thereon and all entities treated as one-issuer.with the City) during. the calendar year in which the Bonds are issued and outstanding 'at one time is, not. reasonably expected to exceed $5,000,000, all within the meaning ofSection * 148(f)(4)(D) of the Code. 1222136.1 22 29. Desipation of Qualified Tax -Exempt Obli atg ions. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(bx3) of the Code, the City hereby makes the following factual statements and representations: a. the Bonds are issued after August 7, 1986; b. the Bonds are not "private activity bonds" as defined in Section 141 of the Code; c. the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; d. the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(cx3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2000 will not exceed $10,000,000; and e. not more than $10,000,000 of obligations issued by the City during this calendar year 2000 have been designated for purposes of Section 265(bx3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 30. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Resource Bank & Trust Company, Minneapolis, Minnesota on the closing date for further distribution as. directed by the city's financial advisor, Ehlers. .31. . Severabilityff any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution: 32. Readings. Headings in this i+esolution are included -for convenience, of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 1222136.1 23 The motion for the adoption of the foregoing resolution was duly seconded by member Barnes and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof Mayor Stoltzman; Council Members, Barnes, Haas, Leroux, Petryk and the following voted against the same: None Whereupon said resolution was declared duly passed and adopted. alter L. Stoltzman, Wyor ATTEST: Mary n Creager, City gerk 1222136.1 24 STATE OF MINNESOTA CITY OF HUGO COUNTY OF WASHINGTON I, the undersigned, being the duly qualified and acting Clerk -Treasurer of the City of Hugo, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering proposals for, and awarding the sale of, $1,015,000 General Obligation Temporary Improvement Bonds, Series 2000B of said City. WITNESS my hand this 6th day of November, 2000. Clerk -T urer 1222136.1 25 EXHIBIT A BID TABULATION $1,015,000 General Obligation Temporary Improvement Bonds, Series 2000B City of Hugo, MN SALE: November 6, 2000 AWARD: WELLS FARGO BROKERAGE SERVICES, LLC RATING: Mootiy's Investors Service "A3" BBI: 5.54% NAME OF BIDDER RATE YEAR PRICE INSIST IN ERE TERST COST RATE WELLS FARGO BROKERAGE SERVICES, LLC 4.551% 2003 $1,008,402.50 $130,135.69 Minneapolis, MN COMMERCE CAPITAL MARKETS, INC. 4.701% 2003 $1,010,371.60 $132,239.27 Philadelphia, PA BERNARDI SECURITIES, INC. 4.701% 2003 $1,008,108.15 $134,502.72 Chicago, IL MILLER, JOHNSON & KUEHN, INC. Minneapolis, MN U.S. BANCORP PIPER JAFFRAY 5.00%/% 2003 $1,013,609.45 $137,146.80 Minneapolis, MN DAIN RAUSCHER, INC. 4.6251% 2003 $1,004,200.40 $136,374.16 Minneapolis, MN CRONIN & COMPANY, INC. 4.751% 2003 $1,004,850.00 $139,118.44 Minneapolis, MN MORGAN STANLEY DEAN WITTER Chicago, IL PAINEWEBBER INC. Chicago, IL SALOMON SMITH BARNEY Chicago, IL 4.80681% 4.87861% 4.96881% 5.049 5.0498% 5.1493%/% LEADERS SIN PUBLIC FINANCE EHLERS 3060 Centre Pointe Drive, Roseville, MN 55113-1105 & ASSOCIATES INC 651.697.8500 fax 651.697.8555 www.ehlers-inc.com Offices in Roseville, MN, Brookfield, INI and Naperville, IL