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City Council Resolution 1996-32Extract 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, June 24, 1996, commencing at 7:00 o'clock P.M. The following members were present: Brad Fyle, Shirley Anderson, Clint Herbst, Tom Perrault, Brian Stumpf and the following were absent: None The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City's approximately $455,000 General Obligation Tax Increment Refunding Bonds, Series 1996B. The City Administrator presented a tabulation of the proposals which had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as follows: SJB105320 MN190-56 BID TABULATION $455,000* General Obligation Tax Increment Refunding Bonds, Series 1996B City of Monticello, Minnesota SALE: June 24, 1996 AWARD: NORWEST INVESTMENT SERVICES, INC. RATING: Moody's "A" BBI: 6.06% NET TRUE NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST COST RATE NORWEST INVESTMENT SERVICES, INC. 3.70% 1997 $452,725.00 $42,444.17 4.6983% Minneapolis, Minnesota 4.25% 1998 FBS INVESTMENT SERVICES, INC. 4.50% 1999 Minneapolis, Minnesota 4.65% 2000 JURAN & MOODY, INC. 4.00% 1997 $451,860.50 $44,447.21 4.9282% St. Paul, Minnesota 4.40% 1998 JOHN G. KINNARD & COMPANY, INC. 4.60% 1999 Minneapolis, Minnesota 4.75% 2000 AMERICAN BANK NATIONAL ASSOCIATION St. Paul, Minnesota CRONIN & COMPANY, INC. 4.10% 1997 $451,473.75 $44,550.83 4.9433% Minneapolis, Minnesota 4.30% 1998 4.60% 1999 4.70% 2000 *Subsequent to bid opening the issue size was decreased to $450,000 with the 1999 maturity decreased $5,000 to $125,000 in maturity value. Adjusted Price - $447,750.00 Adjusted Net Interest Cost - $41,837.92 Adjusted TIC - 4.6982% Ehlers and Associates, Inc. 90 29Norwest Center Soutt h Seventh Street Minneapolis, MN 55402-4100 4ilLEADERS IN PUBLIC F I N A N C E (612) 339-8291 FAX (612) 339-0854 After due consideration of the proposals, Member Anderson then introduced the following resolution and moved its adoption: In accordance with the official Terms of Proposal the following adjustments were made: Principal Amount: $450,000 Maturities: 1999 maturity decreased $5,000 to $125,000 Minimum Purchase Price: $444,375 RESOLUTION NO. 96-32 A RESOLUTION AWARDING THE SALE OF $450,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1996B; 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 ( City) as follows: Section 1. Sale of Bonds. 1.01. The proposal of Norwest Investment Services, Inc. (Purchaser) to purchase $450, 000 General Obligation Tax Increment Refunding Bonds, Series 1996B (Bonds) of the City described in the Terms of Proposal thereof is determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $447,750 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1997 3.70% 1999 4.50% 1998 4.25% 2000 4.65% True interest cost: 4.6982% 1.02. The sum of $3,375 being the amount proposed by the Purchaser in excess of $444,375 is credited to the Debt Service Fund hereinafter created. The City Administrator is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the City . SJB105320 MN190-56 1. 03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes, Chapter 475 (Act) in the total principal amount of $ 450,000 originally dated July 1, 1996, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 without option of prior payment in the years and amounts as follows: Year Amount Year Amount 1997 $115,000 1999 $1253000 1998 1255000 2000 85,000 Section 2. Registration and Payment. 2.01. 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. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 1997, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (Registrar) . The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of 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 fifteenth day of the month preceding each interest payment date and until that interest payment date. SJB105320 MN190-56 (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 thLreaf ter 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 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. 2.04. Appointment of Initial Registrar . The City appoints First Trust National Association , S t . Paul Minnesota , as the initial Registrar. The Mayor and the City Administrator are authorized to execute and SJB105320 MN190-56 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 Finance Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. 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 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. 2.06. 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 Section 3 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 3. Form of Bond. 3.01. The Bonds will be printed or typewritten in substantially the following form: SJB105320 MN190-56 [ Face of the Bond] No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1996B Date of Rate Maturity Original Issue CUSIP July 1, 1996 Registered Owner: Cede & Co. The City of Monticello, Minnesota, a duly organized and existing municipal corporation in Wright County, Minnesota (City), acknowledges itself to be indebted and for value received promises to pay to 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 February 1 and August 1 in each year, commencing February 1, 1997, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by , Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City 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. Additional provisions of this Bond are contained on the reverse hereof and such provisions for all purposes have the same effect as though fully set forth in this place. SJBI05320 MN190-56 This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. 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: 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. Wa Authorized Representative [ Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $ 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 June 24, 1996 (the Resolution) , for the purpose of providing money to refund the outstanding principal amount of certain general obligation bonds of the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 475.67 and Section 469.178 and the principal hereof and interest hereon are payable primarily from tax increments resulting in increases in the taxable value of real property in a tax increment financing district in the City as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increments pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. SJB105320 MN190-56 As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. 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, 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. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion.) I certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Monticello, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Administrator 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: SJB105320 MN190-56 TEN COM -- as tenants in common TEN ENT -- as tenants by entireties UNIF GIFT MIN ACT Custodian (Cust) (Minor) JT TEN -- as -joint tenants with right of survivorship and not as tenants in common 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: Signature (s) must be guaranteed by a [ member of the Medallion Signature Program . ] [national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. ] The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) SJB105320 MN190-56 Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below . Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co . Federal ID #13-2555119 3.02. 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 each Bond, together with a certificate to be signed by the facsimile signature of the City Administrator in substantially the form set forth in the form of Bond. The City Administrator is authorized and directed to execute the certificate in the name of the City upon receipt of the opinion and to file the opinion in the City offices. Section 4. Payment; Security; Pledges and Covenants. 4.01. (a) The Bonds are payable from the General Obligation Tax Increment Refunding Bonds, Series 1996B Debt Service Fund (Debt Service Fund) hereby created, and certain pledged tax increments ( Tax Increments) received by the City are pledged to the Debt Service Fund in accordance with this Section. The City shall maintain a "Series 1987A Subaccount" and a "Series 1990A Subaccount" in the Debt Service Fund. There is appropriated to the Series 1987A Subaccount (i) Tax Increments from Tax Increment Financing District No. 5 within Redevelopment Project No . 1 administered by the Housing and Redevelopment Authority in and for the City of Monticello (HRA) , pursuant to the Tax Increment Pledge Agreement dated April 27, 1987 by and between the City and HRA, as modified by the Amendment to Tax Increment Pledge Agreement of even date herewith and on file with the City, (which amendment is hereby approved for execution by the Mayor and City Administrator) , in the amount necessary to pay 29.55% of the principal and interest due on the Bonds, (ii) 29.55% of any amount over the minimum purchase price paid by the Purchaser, and (iii) 29.55% of the accrued interest paid by the Purchaser upon closing and delivery of the Bonds. There is appropriated to the Series 1990A Subaccount (iv) Tax Increments from Tax Increment Financing District No. 1-1, within Development District No. 1 administered by the City, in the amount necessary to pay 70.45% of the principal and interest due on the Bonds, (v) 70.455 of any amount over the SJB105320 MN190-56 minimum purchase price paid by the Purchaser, and (vi) 70.45% of the accrued interest paid by the Purchaser upon closing and delivery of the Bonds. (b) The debt service fund, if any, heretofore established for each of the Refunded Bonds (as defined in Section 5 hereof) is terminated, and all monies therein are hereby transferred to the Series 1987A Subaccount and the Series 1990A Subaccount, respectively, of Debt Service Fund herein created. If any payment of principal or interest on the Bonds will become due when there is not sufficient money in the Series 1987A Subaccount or the Series 1990A Subaccount of the Debt Service Fund to pay the respective portions of same (allocated in the same portions as described in Section 4.01(a) hereof) , the City Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of the Taxes levied by this resolution, and Tax Increments when collected ( such reimbursement to be made from the appropriate Tax Increment Financing District, according to whether the shortfall occurred in the Series 1990A Subaccount or the Series 1990A Subaccount) . 4.02. It is determined that estimated collection of tax increments for the payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.03. 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. 4.04. It is hereby determined that upon the receipt of proceeds of the Bonds (Proceeds) for payment of the Refunded Bonds that an irrevocable appropriation to the debt service fund for the Refunded .Bonds will have been made within the meaning of Section 475.61, Subdivision 3 of the Act and the City Administrator is hereby authorized and directed to certify such fact to and request the County Auditor to cancel any and all tax levies made by the resolution authorizing and approving the Refunded Bonds. Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. The Refunded Bonds are the General Obligation Tax Increment Bonds, Series 1987A, of the City, dated June 1, 1987, of which $130,000 in principal amount is callable on August 1, 1996, and General Obligation Tax Increment Bonds, Series 1990A, dated July 1, 1990, of which $310,000 in principal amount is callable on August 1, 1996. It is hereby found and determined that based upon information presently available from the City's financial advisers, the issuance of the Bonds is consistent with covenants made with the holders thereof and is necessary and desirable for the reduction of debt service cost to the municipality. 5.02. It is hereby found and determined that the Proceeds will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. SJB105320 MN190-56 5.03. The Refunded Bonds maturing on February 1, 1997 and thereafter will be redeemed and prepaid on August 1, 1996. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as Attachment B which terms and conditions are hereby approved and incorporated herein by reference. The City is hereby authorized and directed to forthwith publish the Notice of Call for Redemption in a publication qualified under Section 475.54 of Minnesota Statutes and to send written notices of call to the paying agent for the Refunded Bonds, provided that published notice alone will be effective. 5.04. 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. Section 6. Authentication of Transcript. 6.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 6.02. The Mayor and City Administrator 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. Section 7. Tax Covenant. 7.01. 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. SJB105320 M190-56 7.02. (a) 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 if the Bonds (together with other obligations reasonably expected to be issued in calendar year 1996) exceed the small -issuer exception amount of $5, 000, 000. (b) For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5, 000, 000, all within the meaning of Section 148 (f ) (4) (C) of the Code. 7.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 7.04. 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 5 01(c) (3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 1996 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 1996 have been designated for purposes of Section 265 (b) (3) of the Code. 7.05. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 8. Book -Entry System; Limited Obligation of City. 8.01. 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 1.03 hereof. Upon initial issuance, the ownership of each such Bond will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its SJB105320 MN190-56 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 Bond Registrar in the name of Cede & Co., as nominee of DTC. 8.02. With respect to Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond 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 ( 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 Bond 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 Bond 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 Bond 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 Bond 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 Bond 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. , and the words "Cede & Co. , " will refer to such new nominee of DT C; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the Bond Registrar and Paying Agent. 8.03. Representation Letter. The form of representation letter proposed to be submitted to DTC, which is on file with the City Administrator and presented to this meeting (Representation Letter) , is hereby approved, and the City Administrator is authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not inconsistent with law as the City Administrator and the City Attorney may approve, which approval will be conclusively evidenced by the execution thereof. Any Paying Agent or Bond 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 Bond Registrar and Paying Agent, respectively, to be complied with at all times . 8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond SJB105320 MN190-56 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 Bond Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede a Co., as nominee of DTC, all payments with respect to principal of, premium, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 9. Continuing Disclosure. 9.01. In order to qualify the Bonds for limited continuing disclosure under paragraph (d) (2) of Securities and Exchange Commission Rules, Section 15c2-12 (the SEC Rule) , the City makes the following factual statement and representation: As of the date of delivery of the Bonds, the City will not be an obligated person (as defined in paragraph (f) of the SEC Rule) with respect to more than $10,000,000 in aggregate amount of outstanding municipal securities, including the Bonds and excluding municipal securities that were exempt from the SEC Rule pursuant to paragraph (d) (1) thereof. 9, 02. 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 shall not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actionsperformance by be necessary and appropriate, including seeking mandate or specificp court order, to cause the City to comply with its obligations under this section. 9.03. "Continuing Disclosure Certificate" means that certain e ai and dated he Disclosure Certificate executed by the Mayor and City Administrator 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 . SJB105320 MN190-56 The motion for the adoption of the foregoing resolution was duly seconded by Member Herbst , and upon vote being taken thereon, the following voted in favor thereof: Brad Fyle, Shirley Anderson. Clint Herbst, Tom Perrault, Brian Stumpf and the following voted against the same: None whereupon said resolution was declared duly passed and adopted 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 June 24, 1996 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 $ 45o. onn General Obligation Tax Increment Refunding Bonds, Series 1996B of the City. WITNESS My hand officially as such City Administrator and the corporate seal of the City this 24th day of June , 1996. 6 V-- (I j A Y-�- City Administrator Monticello, Minneso ( SEAL) ATTACHMENT B NOTICE OF CALL FOR REDEMPTION $365,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1987A CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Monticello, Wright County, Minnesota, there have been called for redemption and prepayment on AUGUST 11 1996 all outstanding bonds of the City designated as General Obligation Tax Increment Bonds, Series 1987A, dated June 1, 1987, having stated maturity dates of February 1 in the years 1997 through 1999, both inclusive, totalling $130,000 in principal amount, and with the following CUSIP numbers: Year Amount CUSIP 1997 $40,000 1998 45,000 1999 45,000 The bonds are being called at a price of par plus accrued interest to August 1, 1996, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of American Bank National Association (formerly known as American National Bank and Trust Company) , in the City of St . Paul, Minnesota, on or before August 1, 1996. In compliance with the Interest and Dividend Compliance Act of 1983 and Broker Reporting Requirements, the redeeming institution is required to withhold a specified percentage of the principal amount of your holdings redeemed unless they are provided with your social security number or federal employer identification number, properly certified. This Compliance should be fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial Institution. The Registrar will not be responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness indicated in the Redemption Notice or on any Bond. It is included solely for convenience of the Holders. Dated: June 24, 1996. BY ORDER OF THE CITY COUNCIL By City Administrator City of Monticello, Minnesota ATTACHMENT B NOTICE OF CALL FOR REDEMPTION $560,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1990A CITY OF MONTICELLO WRIGHT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Monticello, Wright County, Minnesota, there have been called for redemption and prepayment on AUGUST 1, 1996 all outstanding bonds of the City designated as General Obligation Tax Increment Bonds, Series 1990A, dated July 1, 1990, having stated maturity dates of February 1 in the years 1997 through 2000, both inclusive, totalling $310,000 in principal amount, and with the following CUSIP numbers: Year Amount CUSIP 1997 $70,000 1998 75,000 1999 80,000 2000 85,000 The bonds are being called at a price of par plus accrued interest to August 1, 1996, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of American Bank National Association (formerly known as American National Bank and Trust Company) , in the City of St . Paul, Minnesota, on or before August 1, 1996. In compliance with the Interest and Dividend Compliance Act of 1983 and Broker Reporting Requirements, the redeeming institution is required to withhold a specified percentage of the principal amount of your holdings redeemed unless they are provided with your social security number or federal employer identification number, properly certified. This Compliance should be fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial Institution. The Registrar will not be responsible for the selection or use of the CUSIP number, nor is any representation made as to the correctness indicated in the Redemption Notice or on any Bond. It is included solely for convenience of the Holders. Dated: June 24, 1996. BY ORDER OF THE CITY COUNCIL LI -1 R City Administrator City of Monticello, Minnesota