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City Council Resolution 2010-54RESOLUTION NO. 2010-54 A RESOLUTION AWARDING THE SALE OF $3,255,000 GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS, SERIES 2010A 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. Sale of Bonds. 1.01 It is hereby determined that: (a) the following assessable public improvements (the "Improvements") have been made, duly ordered or contracts let for the construction thereof, by the City pursuant to the provisions of Minnesota Statutes, Chapter 429 (the "Improvement Act"), at the following estimated cost; Project Designation & Description: 2010 Street Improvements and Highway 25/Co. Rd 75 Improvements Project Construction Fund Costs of Issuance Underwriter's Discount Capitalized Interest Contingency Total Project Costs: Total Project Cost $2,645,209.00 35,419.35 27,450.00 28,888.93 8,032.72 $2,745,000 (b) it is necessary and expedient to the sound financial management of the affairs of the City to issue approximately $2,745,000 General Obligation Improvement Bonds pursuant to the Improvement Act to provide financing for the Improvements; (c) the City is further authorized by Minnesota Statutes, Chapter 475 (the "Act") and 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 (';tv nr fnr the PvtPnc;nn nr ark;1ictmP„nt of mntiµr;t;ec in rPlatinn to the re4Zn11r�.ec {..- -.11 V1 - .- Vl1..V 11 ,11 V �♦ VL KMJM available for their payment; 3736150 MM MN190-138 (d) Section 475.67, subdivision 4 of the Act permits the sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption; (e) it is necessary and desirable to reduce debt service costs that the City issue approximately $510,000 General Obligation Improvement Refunding Bonds to refund certain outstanding general obligations of the City; (f) the outstanding bonds to be refunded (the "Refunded Bonds") consist of the $2,420,000 General Obligation Improvement Bonds, Series 2002, dated December 305 2002, of which $865,000 in principal amount is currently outstanding and is callable on October 1, 2010. (g) The City is authorized by Minnesota Statutes, section 475.60, subdivision 2(9) to negotiate the sale of its bonds, it being determined that the City has retained an independent financial adviser in connection with such sale. The actions of the City staff and financial advisers in negotiating the sale of its bonds are ratified and confirmed in all aspects. 1.02. The proposal of United Bankers' Bank (the "Purchaser") to purchase $3,255,000 General Obligation Improvement and Refunding Bonds, Series 2010A (the "Bonds") of the City described in the Terms of Proposal thereof is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $3,235,470 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2011 0.400% 2017 1.800% 2012 0.500 2018 2.050 2013 0.600 2019 2.250 2014 0.850 2020 2.450 2015 1.050 2021 2.700 2016 1.450 True interest cost: 2.0047127% 1.03. The sum of $13,020 being the amount proposed by the Purchaser in excess of $3,222,450 will be credited to the Debt Service Fund hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and City Administrator are directed to execute a contract with the Purchaser on V VL1C411 V1 {.LAV ✓A%,.y . 373615vl WTI MN190-138 1.04. The City will forthwith issue and sell the Bonds pursuant to the Improvement Act and the Act in the total principal amount of $3,255,000, originally dated September 14, 2010, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2011 $16000 2017 $27500 2012 415,000 2018 275,000 2013 405,000 2019 2805000 2014 32000 2020 290,000 2015 2655000 2021 3003000 2016 2705000 $2,490,000 of the Bonds (the "2010 Street Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the 2010 Street Improvements: Year Amount Year Amount 2012 $235,000 2017 $25000 2013 240,000 2018 25000 2014 240,000 2019 255,000 2015 240,000 2020 265,000 2016 2451000 2021 27000 $255,000 of the Bonds (the "Highway 25 & County Road 75 Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the Highway 25 & County Road 75 Improvements: Year Amount Year Amount 2012 $255000 2017 $25,000 2013 25,000 2018 25,000 2014 25,000 2019 25,000 2015 25,000 2020 25,000 2016 25,000 2021 30,000 The remaining $510,000 of the Bonds (the "Current Refunding Bonds") maturing in the amounts and on the dates set forth below are being issued to redeem and prepay the Refunded Bonds: 373615v1 MNI MN190-138 Year Amount Year Amount 2011 $16000 2013 $140,000 2012 155,000 2014 55,000 1.05. Optional Redemption. The City may elect on February 1, 2019, and on any day thereafter to prepay Bonds due on or after February 1, 2020. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 2. Registration and Pam. 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, 2011, to the registered owners of record thereof 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) 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. (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 -++-s. , � 1-� -�-+L----A 1- +1- NDlY -+p-pA ---p- 11'� �i TMt+'1H lT �''k0 L!TA/V;v+V-n*- X7411/ aLLO1114�' 1 uiy CL11111V11L.411 by 1114 14�,1.4 J11411 V VV1141 111 VV111.1116, L114 VV 111 authenticate and deliver, in the name of the designated transferee or transferees, one or 373615v1 NINI MN190-138 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. (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. (0 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 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 a 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 of 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 4-- 4-1.,, n 11 1- X11 .1 1- 4, Dnnig+t nr n"A c���i�PY1l�P %f Liir-l► �an�P�latir�n miict LV 1116 1\G61J11Q1 Will Ov, VQ11� �.11VU llY 611%.+ 1\%,6LOt UL (All\.& V V 1uV11VV VL Ju\/l/ Vbl11vV11{lavla 11laaU be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured 373615v1 MNI MN190-138 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. 2.04. Appointment of Initial Re ig strar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Finance Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 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 those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a 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. 3736150 MM MN190-138 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. No. R - Section 3. Form of Bond. 3.01. The Bonds will be printed or typewritten in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BOND, SERIES 2010A Date of Rate Maturity Original Issue CUSIP February 1, 20_ September 14, 2010 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 hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, 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, 2011, 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 Bond Trust Services Corporation, Roseville, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. 3736150 NN1 NlN190-138 The City may elect on February 1, 2019, and on any day thereafter to prepay Bonds due on or after February 1, 2010. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 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 $30 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 $3,255,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on August 23, 2010 (the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be incurred in making local improvements and 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, Chapter 429 and Section 475.67, and the principal hereof and interest hereon are payable from special assessments against property specially benefited by local improvements and from ad valorem taxes for the City's share of the cost of the improvements, 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 special assessments and 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 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. 'Tl....%1,4-. -A +I,- T��.., 4 D,Y;n+rnr mnc. Aovm n"A tYP7t fk, rnPrcnn In x0incP lnnmP t111C Rnnd 1116 l_ll�' 0.11U L11%, LV1LU 1\1+6JOLLUI LLLU.' U�vLLL L4LLu a-LvuL $ILLv rvl.�vl. LLL •. aav vv AA -A - registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose 3736150 NIM NW 190-138 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. 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. BOND TRUST SERVICES CORPORATION Do 373615vl NNI MN190-138 Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, will be constructed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in common (Gust) (Minor) TEN ENT -- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . . . . . . . . . not as tenants in common (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition +rNnr ;n o,thot;t„t;nr, fnr C'Te A4T3 QTFA !P nr XAQP all ;n arrnrrlanrP Azritli the .\Pr11Y;tir�c Pvrhancra 1,%J, VL 111 0 L4VJl.111L4L11J11 LV1, lJ 11 11VL1 , "AL1VLL llL 1V1All , k4A.L 111 KVVVL l4K1lVV VVl{.11 411V AJVV KIIVLVV Ll1VlaK11Gv Act of 1934, as amended. tJ 3736150 N ff NIN190-138 The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee 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 Signature of Officer of Re ig strar 3.02. The City Administrator is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. (a) The Bonds are payable from the Improvement and Refunding Bonds, Series 2010A Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of general taxes hereinafter levied (the "Taxes"), and special assessments (the "Assessments") levied or to be levied for the 2010 Street Improvements and Highway 25 and County Road 75 Improvements financed by the Bonds and the improvements financed by the Refunded Bonds (collectively, the GGT�_��� _..� .-4 _7�\ L ...L__ 7 ] 1 4., 4L_. Debt G7._.�.' T'_.� ] T' 4 1' �..:� .:.. 1 1111�JroVG11 encs � are hereby pledged LV L11G IJGUL 0 V1l,G TUlIU. 11 G1 pCLy111e11L V1 �111111:1�JClI or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund 373615vl MNI N N190-138 to pay the same, the City Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for the advances out of the proceeds of Assessments and Taxes when collected. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, and (ii) any amount over the minimum purchase price paid by the Purchaser. (b) The proceeds of the Bonds, less the appropriations made in paragraph (a) of this Section and less proceeds in the amount of $510,000 applied for redemption of the Refunded Bonds under Section 5, together with any other funds appropriated for the Improvements and Assessments and Taxes collected during the construction of the Improvements, will be deposited in a separate construction fund (which may contain separate accounts for each Improvement) to be used solely to defray expenses of the Improvements and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Improvement. Any balance remaining in the construction fund after completion of the Improvements may be used to pay the cost in whole or in part of any other improvement instituted under the Act. When the Improvements are completed and the cost thereof paid, the construction account is to be closed and subsequent collections of Assessments and Taxes for the Improvements are to be deposited in the Debt Service Fund. 4.02. It is hereby determined that the Improvements will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvements to be promptly levied so that the first installment will be collectible not later than 2011 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each Improvement financed wholly or partly from the proceeds of the Bonds, and will take all further actions necessary for the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments and Taxes, the City Council will levy additional ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Improvements, Assessments and Taxes levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. 3736150 MNI MN190-138 4.03. Pledge of Tax Levy. It is determined that at least 20% of the cost of the Improvements will be specially assessed against benefited properties. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (Taxes) 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. The taxes will be credited to 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 Attachment B) 4.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby determined that the estimated collections of Assessments and 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 is irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the City Administrator may certify to the County Auditor/Treasurer of Wright the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor/Treasurer will thereupon reduce the levy collectible during such year by the amount so certified. 4.05. The City Administrator is authorized and directed to file a certified copy of this resolution with the County Auditor/Treasurer of Wright County and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Refunding-, Findings; Redemption of Refunded Bonds. 5.01. The Refunded Bonds are the General Obligation Improvement Bonds, Series 2002, of the City, dated December 30, 2002, of which $865,000 in principal amount is callable on October 1, 2010. 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, along with other City funds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. 5.03. The Refunded Bonds maturing on February 1, 2011 and thereafter will be redeemed and prepaid on October 1, 2010. 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 C which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the RPf inrlarl Rnnr1C is and rlirPntarl to eanA n nrinxi of tl,a T\TntirP of RPrlamr�tinn to marl, 1 �Vl.11l�,►V\4 1IV1a%41j LJ 4 AA%.& {.V OVAA%-4 1.4 V\JV f V1 LALV 1 \V�LVV V1 1\VUVlll{J b1V 11 \.V VblVll registered holder of the Refunded Bonds. 1 . 3736150 NII NI190-138 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, may be deemed representations of the City as to the facts stated therein. 6.02. The Mayor, City Administrator and Finance Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 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. 7.02. 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. 373615v1 MINI MN190-138 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 any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and (d) not more than $30,000,000 of obligations issued by the City during calendar year 2010 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 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 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 UWner of Bonds, Qs shoVVn by the regiStrativn books kept by the Bvlid ReglJtrar,) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to 3736150 MM MN190-138 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., 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 Bond Registrar and Paying Agent. 8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. 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 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 & 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. 373615vl MM MN190-138 Section 9. Continuing Disclosure. 9.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 9.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and 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 10. Defeasance. 10.01. Pledges, Covenants, and Other Rights to Cease. 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. (The remainder of this page is intentionally left blank.) 3736150 MNI NIN190-138 The motion for the adoption of the foregoing resolution was duly seconded by Member Brian Stumpf, and upon vote being taken thereon, the following voted in favor thereof. Clint Herbst, Thomas Perrault, Glen Posusta, Brian Stumpf and Susie Wojchouski and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 373615vl NWl MN190-138 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 August 23, 2010 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 $3,255,000 General Obligation Improvement and Refunding Bonds, Series 2010A of the City. WITNESS my hand officially as such City Administrator and the corporate seal of the City this 31 st day of August, 2010. l Cit nistrator Monticello, Minnesota (SEAL) 373615vl MNI MN190-138 EXHIBIT A PROPOSALS 373615v1 MMMN190-138 A-1 BID TABULATION $3,255,000*' General Obligation Improvement and Refunding Bonds, Series 2010A CITY OF MONTICELLO, MINNESOTA SALE: August 23, 2010 AWARD: UNITED BANKERS` BANK RATING: Moody's Investors Service, Inc. "AaY BBI: 4.03% NET TRUE gAM'E OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE JNITED BANKERS' BANK Bloomington, Minnesota '-RONIN & COMPANY, INC. Minneapolis, Minnesota 2011 0.400% 0.400% 2012 0.500% 0.00% 2013 0.600% 0.600% 2014 0.850% 0.850% 2015 1.050% 1.0:0% 2016 1..450% 1.4,50% 2017 1.800%0 1.800%0 2018 2.050% 2.050% 2010 2.250% 2.250% 2020 2.450% 2.450% 2021 2.700% 2.700% 2011 2012 2013 2014 2015 2016 2017 20188 2019 2020 2021 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.250% 2.500% 2.500% 2.750% 2.750% $3,235,470.00 $355,617.53 2.0218% $3,317.090.70 $360,584.99 2..0238% fiubsequent to bid opening the 2012 maturity increased $10,000 to $415,000, the 2013 maturity increased $10,000 to $405,000, he 2014 maturity increased $10,000 to $320,000, the 2015 maturity increased $5,000 to $265,000, the 2016 maturity increased ;5,000 to $270,000, the 2010 maturity decreased55,000 to $275,000, the 2010 maturity decreased $10,000 to $280,000, the >_020 maturity decreased $10,000 to $200,000 and the 2021 maturity decreased $15,000 to $300,000 in maturity value. %djusted Price - $3,235,470.00 Adjusted Net Interest Cost - $347,502.32 373615vl MM MN190-138 A-2 Adjusted TIO - 2.0047% $3,255,000 General Obligation Improvement and Refunding Bonds, Series 2010A City of Monticello, Minnesota Page 2 FIRST SOUTHWEST COMPANY Dallas, Texas J.P. MORGAN SECURITIES, INC New York., New York BAIRN MINvaukee, Wisconsin 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 20`11 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2.000% 2..000% 2.000% 2.000% 2.000% 2.125% 2.250% 2.375% 2.500% 3.000°'o 3.000% 2..000% 2.000% 2.000% 2.000% 2.000% 2.250% 2.500° 3.000016 3.000% 3.000% 3.000% 2.000% 2.000% 2.000% 2.00G% 2.000% 2.000% 3.000% 3.000% 3.000070 3.000% 3.000% 373615vl MM MN190-138 A-3 $3,318,968.96 $373,115.50 2.0912% $3,347,354,00 $375,967.63 2.0935% $3,351,729.45 $376,800.83 2.0962% NET TRITE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE UrviS BANK, N -A- 2011 1.000% $3,243,133.70 $364,562.51 2.0723% Kansas City, Missouri 2012 1.000% 2013 1.000% 2014 1.050% 2015 1.300% 2016 1.550°x6 2017 1.850%a 2018 2.100% 2019 2.250% 2020 2.500% 2021 2.700% FIRST SOUTHWEST COMPANY Dallas, Texas J.P. MORGAN SECURITIES, INC New York., New York BAIRN MINvaukee, Wisconsin 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 20`11 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2.000% 2..000% 2.000% 2.000% 2.000% 2.125% 2.250% 2.375% 2.500% 3.000°'o 3.000% 2..000% 2.000% 2.000% 2.000% 2.000% 2.250% 2.500° 3.000016 3.000% 3.000% 3.000% 2.000% 2.000% 2.000% 2.00G% 2.000% 2.000% 3.000% 3.000% 3.000070 3.000% 3.000% 373615vl MM MN190-138 A-3 $3,318,968.96 $373,115.50 2.0912% $3,347,354,00 $375,967.63 2.0935% $3,351,729.45 $376,800.83 2.0962% $3,255,000 General Obligation Improvement and Refunding Bonds, Series 2010A City of Monticello, Minnesota Page 3 UBS FINANCIAL SERVICES INC New York, New York. MORGAN KEEGAN & CO_, INC - Memphis, Tennessee WELLS FARGO BANK, NATIONAL ASSOCIATION Charlotte, North Carolina 2011 2012 2013 2014 2015 20'16 2017 2018 2019 2020 2021 201'1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2000% 2.000% 2.000% 2.000% 2.000% 2.250% 2..500% 2.500% 2500% 2.500% 2.626'% 2.000% 2.000% 2000°70 2.000°. 2.000% 2.2`0% 2.500% 2.500% 3.000% 3.000% 3.000% 2.000% 2.000% 2.500% 2.500% 3.000% 3.000% 3.000% 3.000% 3.000% 3.000% 3.000% 373615vl MM MN190-138 A-4 $3,298,559.55 $375,944.63 2.1209°. $3,329,828.90 $383,159.95 2.1419% $3,373,538.25 $390,581.40 2.1685% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE BMO CAPITAL MARKETS GKST INC. 2011 1.750% $3,304,609.10 $373,742.18 2.0989% Chicago, Illinois 2012 1.750% 2013 1.750% 2014 1.750% 2015 1.750% 2016 2.000% 2017 2.250% 2018 2.250% 2019 2.500% 2020 3.00010/0 2021 3.000% UBS FINANCIAL SERVICES INC New York, New York. MORGAN KEEGAN & CO_, INC - Memphis, Tennessee WELLS FARGO BANK, NATIONAL ASSOCIATION Charlotte, North Carolina 2011 2012 2013 2014 2015 20'16 2017 2018 2019 2020 2021 201'1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2000% 2.000% 2.000% 2.000% 2.000% 2.250% 2..500% 2.500% 2500% 2.500% 2.626'% 2.000% 2.000% 2000°70 2.000°. 2.000% 2.2`0% 2.500% 2.500% 3.000% 3.000% 3.000% 2.000% 2.000% 2.500% 2.500% 3.000% 3.000% 3.000% 3.000% 3.000% 3.000% 3.000% 373615vl MM MN190-138 A-4 $3,298,559.55 $375,944.63 2.1209°. $3,329,828.90 $383,159.95 2.1419% $3,373,538.25 $390,581.40 2.1685% EXHIBIT B TAX LEVY SCHEDULE owltiall mmfilt wmaum Iwo% -MIM" civ ff amt000, VUMM vi"la,ta lw4" Itl" Cot rww. MoOlot ft"wm Udcol" "WAIII Re* rtr�« WV~ TOW P&I r4za Tl&%W IN", v4" Avft,* V" #Wv!*Mk: him" T. *.x Zetww�ft,.r,.Qw TVg mlt,t 014W 1, 1 nv f*xw w -mc r"t 4t a1=7. 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EHL RS 373615vl N4Nl MN190-138 ATTACHMENT C NOTICE OF CALL FOR REDEMPTION $2,420,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2002 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 OCTOBER 1, 2010 all outstanding bonds of the City designated as General Obligation Improvement Bonds, Series 2002, dated December 30, 2002, having stated maturity dates of February 1 in the years 2011 through 2014, both inclusive, totaling $865,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2011 $265,000 614468 VW3 2012 275,000 614468 VX1 2013 28500 614468 VY9 2014 4000 614468 VZ6 The bonds are being called at a price of par plus accrued interest to October 1, 2010, 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 U.S. Bank National Association, in the City of St. Paul, Minnesota, on or before October 1, 2010. If by mail: If b, hand: U.S. Bank National Association U.S. Bank National Association Corporate Trust Operations 60 Livingston Avenue 60 Livingston Avenue 3rd Floor — Bond Drop Window EP-MN-WS3C St. Paul, MN 55107 St. Paul, MN 55107 Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This 373615vl MM MN190-138 requirement is fulfilled by submitting 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. Additional information may be obtained from: U.S. Bank National Association Corporate Trust Division Bondholder Relations (800) 934-6802 Dated: August 23, 2010. BY ORDER OF THE CITY COUNCIL By /s/ Jeff O'Neill City Administrator 3736150 MNI MN190-138 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, August 23, 2010, commencing at 7:00 P.M. The following members were present: Clint Herbst, Thomas Perrault, Glen Posusta, Brian Stumpf and Susie Wojchouski 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 $3,255,000 General Obligation Improvement and Refunding Bonds, Series 2010A. The City Administrator presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in Exhibit A attached. In accordance with the official Terms of Proposal the following adjustments were made: Principal Amount: Maturities: Minimum Purchase Price: After due consideration of the proposals, Member Glen Posusta then introduced the fnjln�z�inrr racnl»tinn 3"A � 40 •�rinr�tinn• L%JLLV VV ILL , 1%,.3%J LLLLVll LLLL%A LLL%J V V%A 11,0 G. %4%.JJ../LtVL1. 373615v1 MNI MN190-138