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City Council Resolution 2014-125CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA RESOLUTION NO. 2014 -125 AWARDING THE SALE OF $6,595,000 GENERAL OBLIGATION BONDS, SERIES 2014A; 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 Monticello, Wright County, Minnesota (the "City ") as follows: Section 1. Background. 1.01. The City previously issued its Telecommunications Revenue Bonds (Fibernet Monticello Project), Series 2008 in the principal amount of $26,445,000 (the "Series 2008 Bonds "), the proceeds of which were used to finance the costs of acquiring and constructing a "fiber -to -the premises" broadband communications network to provide cable television, Internet access and voice services as a municipal enterprise (the "Facility "). 1.02. The trustee and former and current bondholders of the Series 2008 Bonds initiated a class- action law suit against the City in January 2013 (the "Law Suit ") in connection with the nonpayment by the City of principal and interest on the Series 2008 Bonds. The parties to the Law Suit agreed to the terms and conditions of a Settlement Agreement and Release of All Claims dated September 23, 2013 (the "Settlement Agreement "), and upon compliance by the parties with certain terms of the Settlement Agreement, the matter was brought before the United States District Court, District of Minnesota (the "Court"), where the Court rendered its Judgment in a Civil Case, Case Number 14 -376 DWF /JSM (the "Judgment ") on September 15, 2014. No appeal was filed prior to expiration of the appeal period on October 14, 2014 (the "Appeal Deadline "), whereupon the Judgment became final. 1.03. Pursuant to the terms of the Judgment, the City is required to pay a Net Settlement Amount (as defined in the Judgment) of $5,750,000 within 120 days after expiration of the Appeal Deadline, in settlement of all claims against the City. Pursuant to the Settlement Agreement and Judgment, payment of the Net Settlement Amount will release the City from any future claims or obligations relating to the Series 2008 Bonds with regard to all Approving Class Members (as defined in the Settlement Agreement). 1.04. The City is authorized by Minnesota Statutes, Chapter 475 (the "Act "), and specifically Section 475.58, subdivision 1(1) of the Act, to issue and sell its general obligation bonds to pay any unpaid judgment against the City. In addition, the City is authorized by Section 475.67, subdivision 3 of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. 4519030 MNI NIN190 -146 1.05. The City is further authorized by the Act, and Minnesota Statutes, Section 412.301 (the "Equipment Act "), to issue its general obligation equipment certificates of indebtedness on such terms and in such manner as the City determines to finance the purchase of items of capital equipment (the "Equipment "), subject to certain limitations contained in the Act and the Equipment Act. 1.06. The City will purchase and acquire various items of Equipment, which items of Equipment and their expected costs are set forth at EXHIBIT A attached hereto, to be purchased pursuant to the Equipment Act. 1.07. As required by the Equipment Act, (i) the expected useful life of the Equipment is or will be at least as long as the term of the Equipment Bonds (hereinafter defined); and (ii) the principal amount of Equipment Bonds to be issued in the year 2014 will not exceed 0.25 percent of the market value of taxable property in the City, based on finalized taxable market values for 2013. 1.08. It is necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Bonds, Series 2014A (the `Bonds "), in the aggregate principal amount of $6,595,000, pursuant to the Act to finance the cost of the Net Settlement Amount and pursuant to the Act and the Equipment Act to provide financing for the acquisition of the Equipment. Section 2. Sale of Bonds. 2.01. Award to the Purchaser and Interest Rates. The offer of Dougherty & Company LLC (the "Purchaser ") to purchase the Bonds is found and determined to be a reasonable offer and is accepted, the offer being to purchase the Bonds at a price of $6,457,321.35 (par amount of $6,595,000, less an original issue discount of $12,373.65, less underwriter's discount of $125,305.00), for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2016 1.00% 2024 3.05% 2017 1.25% 2025 3.20% 2018 1.50% 2026 3.35% 2019 1.85% 2027 3.40% 2020 2.20% 2028 3.375% 2021 2.50% 2029 3.55% 2022 2.75% 2030 3.50% 2023 2.90% True interest cost: 3.2746757% 4519030 MNI NIN190 -146 2 2.02. Bond Purchase Agreement. Any original issue premium and any rounding amount shall be credited to the Net Settlement Fund, the Equipment Fund or the Debt Service Fund hereinafter created, as determined by the City's municipal advisor and the City Finance Director. The Mayor and City Administrator are authorized to execute a bond purchase agreement (the "Bond Purchase Agreement ") with the Purchaser on behalf of the City. 2.03. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act in the total principal amount of $6,595,000, originally dated December 18, 2014, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, upward, bearing interest as above set forth, and which mature serially on December 15 in the years and amounts as follows: Year Amount Year Amount 2016 $405,000 2024 $465,000 2017 405,000 2025 420,000 2018 410,000 2026 435,000 2019 415,000 2027 445,000 2020 420,000 2028 465,000 2021 435,000 2029 480,000 2022 445,000 2030 495,000 2023 455,000 480,000 2022 $6,080,000 of the Bonds (the "Judgment Bonds ") maturing in the amounts on the dates set forth below are being issued to finance the Net Settlement Amount and are secured by ad valorem taxes: Year Amount Year Amount 2016 $350,000 2024 $405,000 2017 350,000 2025 420,000 2018 355,000 2026 435,000 2019 360,000 2027 445,000 2020 365,000 2028 465,000 2021 375,000 2029 480,000 2022 385,000 2030 495,000 2023 395,000 $515,000 of the Bonds (the "Equipment Bonds ") maturing in the amounts and on the dates set forth below are being issued to finance the Equipment and are secured by ad valorem taxes: Year Amount 4519030 MNI NIN190 -146 3 Year Amount 2016 $55,000 2021 $60,000 2017 55,000 2022 60,000 2018 55,000 2023 60,000 2019 55,000 2024 60,000 2020 55,000 2.04. Optional Redemption. The City may elect on December 15, 2021, and on any day thereafter to prepay Bonds due on or after December 15, 2022. 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 9 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 2.05 Extraordinary Optional Redemption. The City may elect to call the Bonds in whole or in part on any date in the event the City takes any action to sell or lease the Facility to a private entity that would result in a determination that the Bonds would become taxable for federal and state income tax purposes. Prepayments will be at a price of par plus accrued interest, plus a premium of 1%. Section 3. Registration and Payment. 3.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on June 15 and December 15 of each year, commencing June 15, 2015, to the registered owners of record as of the close of business on the first day of the month, whether or not that day is a business day. 3.03. Registration. 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) Re ig ster. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. 4519030 MNI NIN190 -146 4 (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the first day of the month of each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to 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 Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of 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 4519030 MNI NIN190 -146 5 bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 3.04. Appointment of Initial Re isg tray. The City appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Finance Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 3.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Administrator and executed on behalf of the City by the signatures of the Mayor and the City Administrator, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the same to the Purchaser upon payment of the purchase price in 4519030 MNI NIN190 -146 6 accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 3.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Exhibit B with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 4. Form of Bond. 4.01. Form of Bond. The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 4.02. Approving Le ag 1 Opinion. The City Administrator is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. Section 5. Payment; Security; Pledges and Covenants. 5.01. Debt Service Fund. The Bonds are payable from the General Obligation Bonds, Series 2014A Debt Service Fund (the "Debt Service Fund ") hereby created. The City will create and maintain separate accounts within the Debt Service Fund designated as the "Judgment Bonds Account" and the "Equipment Bonds Account ". (a) Judgment Bonds Account. The City Finance Director will timely deposit in the Judgment Bonds Account of the Debt Service Fund the proceeds of the ad valorem taxes hereinafter levied for the payment of the Net Settlement Amount, which taxes are pledged to the Judgment Bonds Account. There is also appropriated to the Judgment Bonds Account a pro rata portion of capitalized interest financed from proceeds of the Judgment Bonds, if any. (b) Equipment Bonds Account. The City Finance Director will timely deposit in the Equipment Bonds Account of the Debt Service Fund the proceeds of the ad valorem taxes hereinafter levied for the purchase of the Equipment, which taxes are pledged to the Equipment Bonds Account. There is also appropriated to the Equipment Bonds Account a pro rata portion of capitalized interest financed from proceeds of the Equipment Bonds, if any. 5.02. Net Settlement Fund. All proceeds of the Judgment Bonds portion of the Bonds, less the appropriations made in Section 5.01 hereof and a pro rata portion of the costs of issuance of the Bonds, will be deposited in a separate fund (the "Net Settlement Fund ") to be used solely to pay the Net Settlement Amount on December 18, 2014 (the "Redemption Date "). Any balance remaining in the Net Settlement Fund after payment of the Net Settlement Amount shall be deposited in the Judgment Bonds Account of the Debt Service Fund. 4519030 MNI MN190 -146 7 5.03 Equipment Fund. The proceeds of the Equipment Bonds portion of the Bonds, less the appropriations made in Section 5.01 hereof and a pro rata portion of the costs of issuance of the Bonds, together with any other funds appropriated for the purchase of Equipment, will be deposited in a separate fund (the "Equipment Fund ") to be used solely to defray expenses of the Equipment. When the Equipment is purchased and the cost thereof paid, the Equipment Fund is to be closed and any moneys remaining therein shall be transferred to the Equipment Bonds Account of the Debt Service Fund. 5.03. Tax Lev v. (a) Judgment Bonds Portion of the Bonds. For the purpose of paying the principal of and interest on the Judgment Bonds portion of the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Judgment Bonds Account of the Debt Service Fund above provided and will be in the years and amounts as follows (year stated being year of collection): Year Levy (See Exhibit C) (b) Equipment Bonds Portion of the Bonds. For the purpose of paying the principal of and interest on the Equipment Bonds portion of the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Equipment Bonds Account of the Debt Service Fund above provided and will be in the years and amounts as follows (year stated being year of collection): Year Levy (See Exhibit D) 5.04. Filing of Resolution. The City Administrator is directed to file a certified copy of this resolution with the County Auditor of Wright County and to obtain the certificate required by Section 475.63 of the Act. 5.05. Terms of Levy. It is hereby determined that the estimated collection of the foregoing Taxes will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided that the City Administrator may annually, at the time the City makes its tax levies, certify to the County Auditor the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 5.06. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby irrevocably pledged. If the balance in Debt Service 4519030 MNI NIN190 -146 8 Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable 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 Account when a sufficient balance is available therein. Section 6. Refunding; Findings; Redemption of Series 2008 Bonds. 6.01. Findings. The Series 2008 Bonds were issued by the City pursuant to the Indenture of Trust between the City and Wells Fargo Bank, National Association, as Trustee, dated as of June 1, 2008 (the "Indenture "). Pursuant to the Settlement Agreement and Judgment, the City's payment of the Net Settlement Amount will release the City in full from any claims by Approving Class Members in connection with the Series 2008 Bonds, and therefore upon payment of the Net Settlement Amount the Series 2008 Bonds will be redeemed and prepaid in full as to such Approving Class Members. The City acknowledges and agrees that one member of the class opted out of the Settlement Agreement, and that upon payment of the Net Settlement Amount, bonds in a total aggregate amount of $20,000 will remain outstanding (the "Remaining Bonds ") and that the City will remain subject to the terms of the Indenture as to such Remaining Bonds. 6.02. Redemption of Series 2008 Bonds. With the exception of the Remaining Bonds, all Series 2008 Bonds outstanding as of the Redemption Date and thereafter will be redeemed and prepaid on the Redemption Date through payment of the Net Settlement Amount. The Net Settlement Amount will be paid in accordance with the terms of the Settlement Agreement and Judgment, which terms and conditions are hereby approved and incorporated herein by reference. The City and Trustee agree that the Approving Class Members have received notice of payment of the Net Settlement Amount and that no further notice of redemption for the Series 2008 Bonds is necessary. Section 7. Authentication of Transcript. 7.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 7.02. Certification as to Official Statement. The Mayor, City Administrator and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 4519030 MNI NIN190 -146 9 Section 8. Tax Covenant. 8.01. 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. 8.02. 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 Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 8.03. 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. 8.04. 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 2014 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2014 have been designated for purposes of Section 265(b)(3) of the Code. 8.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. 4519030 MNI NIN190 -146 10 Section 9. Book -Entry System; Limited Obligation of City. 9.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.03 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ( "DTC "). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 9.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants ") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar and Paying Agent. 9.03. 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. 4519030 MNI NIN190 -146 I I 9.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 9.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements as set forth in the Representation Letter. Section 10. Continuing Disclosure. 10.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 10.02. 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 11. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. 4519030 MNI NIN190 -146 12 Extract of Minutes of Meeting of the City Council of the City of Monticello, Wright County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Monticello, Minnesota, was duly held in the City Hall in said City on Monday, December 8, 2014, commencing at 7:00 P.M. The following members were present: Mayor Clint Herbst and Council Members Tom Perrault, Glen Posusta, and Brian Stumpf, and the following were absent: Council Member Lloyd Hilgart. The Mayor announced that the next order of business was consideration of an offer for the purchase of the City's $6,595,000 General Obligation Bonds, Series 2014A. The City Administrator presented an offer of Dougherty & Company LLC to purchase the Bonds that had been submitted to the City pursuant to Council direction. After due consideration, Member Stumpf then introduced the resolution and moved its adoption: The motion for the adoption of the foregoing resolution was duly seconded by Member Posusta, and upon vote being taken thereon, the following voted in favor thereof. Members Herbst, Perrault, Posusta, and Stumpf, and the following voted against the same: None. Whereupon said resolution was declared duly passed and adopted. 4519030 MNI NIN190 -146 13 STATE OF MINNESOTA ) COUNTY OF WRIGHT ) SS. CITY OF MONTICELLO ) I, the undersigned, being the duly qualified and acting City Administrator of the City of Monticello, Wright County, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on December 8, 2014 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of $6,595,000 General Obligation Bonds, Series 2014A of the City. WITNESS My hand officially as such City Administrator and the corporate seal of the City this 8th day of December, 2014. City Administrator Monticello, Minnesota (SEAL) 451903v3 MNI MN190.146 EXHIBIT A EQUIPMENT Fire Truck $300,000 Plow Truck $200,000 4519030 MNI NIN190 -146 A -1 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO GENERAL OBLIGATION BOND, SERIES 2014A Date of Rate Maturity Original Issue CUSIP December 15, 20 December 18, 2014 Registered Owner: Cede & Co. The City of Monticello, Minnesota, a duly organized and existing municipal corporation in Wright County, Minnesota (the "City "), acknowledges itself to be indebted and for value received promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable June 15 and December 15 in each year, commencing June 15, 2015, to the person in whose name this Bond is registered at the close of business on the first day (whether or not a business day) of the 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 U.S. Bank National Association, St. Paul, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on December 15, 2021, and on any date thereafter to prepay Bonds due on or after December 15, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such order 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. 4519030 MNI NIN190 -146 B -1 The City may elect to call Bonds in whole or in part on any date in the event the City takes any action to sell or lease its fiber optic system to a private entity that would result in a determination that the Bonds would become taxable for federal and state income tax purposes. Prepayments will be at a price of par plus accrued interest, plus a premium of I%. The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code ") relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. This Bond is one of an issue in the aggregate principal amount of $6,595,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on December 8, 2014 (the "Resolution "), for the purpose of providing money to finance the payment of a legal settlement amount and to provide financing for the acquisition of various equipment for the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes Chapter 475 and Section 412.301, and Judgment in a Civil Case, Case Number 14 -376 DWF /JSM, and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, 4519030 MNI NIN190 -146 B -1 to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. 4519030 MNI NIN190 -146 B -1 IN WITNESS WHEREOF, the City of Monticello, Wright 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 , 2014 CITY OF MONTICELLO, MINNESOTA (Facsimile) (Facsimile) City Administrator Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative 4519030 MNI NIN190 -146 B -1 The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants WIM410TVITI l TEN ENT -- as tenants by entireties UNIF GIFT MIN ACT Custodian JT TEN -- as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act............ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ( "STAMP "), the Stock Exchange Medallion Program ( "SEMP "), the New York Stock Exchange, Inc. Medallion Signatures Program ( "MSP ") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. 4519030 MNI NIN190 -146 B -1 The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee 4519030 MNI NIN190 -146 B -1 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. Federal ID #13- 2555119 4519030 MNI NIN190 -146 B -1 Signature of Officer of Registrar EXHIBIT C TAX LEVY SCHEDULE — JUDGMENT BONDS YEAR * TAX LEVY 2016 $540,604.31 2017 536,929.31 2018 537,585.56 2019 537,244.31 2020 535,501.31 2021 537,569.81 2022 538,226.06 2023 537,609.19 2024 536,081.44 2025 538,861.31 2026 540,499.31 2027 535,698.19 2028 540,811.69 2029 540,083.25 2030 537,941.25 * Year tax levy collected. 4519030 MNI NIN190 -146 C_ 1 EXHIBIT D TAX LEVY SCHEDULE — EQUIPMENT BONDS YEAR * TAX LEVY 2016 $69,310.50 2017 68,733.00 2018 68,011.13 2019 67,144.88 2020 66,076.50 2021 70,056.00 2022 68,481.00 2023 66,748.50 2024 64,921.50 * Year tax levy collected. 4519030 MNI NIN190 -146 D -1