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City Council Resolution 2005-79doos- -7rl 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, July 25, 2005, commencing at 7:00 o'clock P.M. The following members were present: : Clint Herbst, Geln Posusta, Brian Stumpf, Wayne Mayers and Tom Perrault; and the following were absent: none; The Mayor announced that the next order of business was consideration of the proposals which have been received for the purchase of the City's approximately $25,940,000 General Obligation Bonds, Series 2005A. The City Administrator/Finance Director presented a tabulation of the proposals which have been received in the manner specified in the Terms of Proposal for the Bonds. The proposals are as follows: SM -2656720 MN190-120 BID TABULATION $25,940,000* General Obligation Bonds, Series 2005A CITY OF MONTICELLO, MINNESOTA SALE: July 25, 2005 AWARD: PRAGER, SEALY & CO., LLC RATING: FSA Insured (Moody's Investors Service, Inc. "Aaa")** BBI: 4.36% UNDERLYING RATING: Moody's Investors Service, Inc. "A2" NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE PRAGER, SEALY & CO., LLC 2007 4.750% 2.890% New York, New York 2008 4.750% 3.070% 2009 4.750% 3.190% 2010 4.750% 3.310% 2011 4.750% 3.450% 2012 4.500% 3.580% 2013 4.500% 3.670% 2014 4.000% 3.810% 2015 4.000% 3.860% 2016 4.000% 3.990% 2017 4.000% 4.070% 2018 4.250% 4.130% 2019 4.250% 4.200% 2020 4.250% 4.260% 2021 4.250% 4.320% 2022 4.250% 4.360% 2023 4.250% 4.390% $26,704,324.45 $7,613,810.97 3.8283% *Subsequent to bid opening the issue size was decreased to $25,150,000 with the 2007 maturity decreased $110,000 to $1,010,000, the 2008 maturity decreased $20,000 to $1,430,000, the 2009 maturity decreased $45,000 to $2,295,000, the 2010 maturity decreased $30,000 to $2,350,000, the 2011 maturity increased $5,000 to $2,405,000, the 2012 maturity increased $20,000 to $2,450,000, the 2013 maturity increased $40,000 to $2,520,000, the 2014 maturity increased $50,000 to $2,575,000, the 2015 maturity decreased $220,000 to $2,255,000, the 2016 maturity decreased $225,000 to $2,310,000, the 2017 maturity decreased $205,000 to $705,000, the 2019 maturity decreased $5,000 to $390,000, the 2020 maturity decreased $10,000 to $405,000, the 2021 maturity decreased $10,000 to $420,000, the 2022 maturity decreased $15,000 to $440,000, and the 2023 maturity decreased $10,000 to $460,000 in maturity value. Adjusted Price - $25,911,396.56 Adjusted Net Interest Cost - $7,325,777.19 Adjusted TIC - 3.8220% **FSA insurance purchased by the City of Monticello. �EHLERS 651.69 3060 Centre Pointe Drive, Roseville, MN 55113 7.8500 fax 651.697.8555 www.ehiers-inc.com & ASSOCIATES INC Offices in Roseville, MN Brookfield, WI and Lisle, IL $25,940,000 General Obligation Bonds, Series 2005A City of Monticello, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE RBC DAIN RAUSCHER INC. Chicago, Illinois ABN AMRO Incorporated Chicago, Illinois GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. Chicago, Illinois STIFEL, NICOLAUS & CO., INC. Denver, Colorado CHARLES SCHWAB & COMPANY San Francisco, California SOUTHWEST SECURITIES, INC. Dallas, Texas EASTERN BANK CORPORATION Boston, Massachusetts HUTCINSON, SHOCKEY, ERLEY & COMPANY Chicago, Illinois RAYMOND JAMES & ASSOCIATES, INC. St. Petersburg, Florida SAMCO CAPITAL MARKETS Dallas, Texas PIPER JAFFRAY & CO. Minneapolis, Minnesota UBS FINANCIAL SERVICES INC. New York, New York 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 3.250% 3.250% 3.500% 3.500% 3.750% 3.750% 4.000% 4.000% 4.000% 4.000% 4.000% 4.000% 4.000% 4.000% 4.125% 4.125% 4.250% 4.750% 4.000% 4.000% 4.750% 5.000% 5.000% 5.000% 5.000% 5.000% 5.000% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 3.500% 4.000% 4.000% 4.500% 4.500% 4.500% 5.000% 5.000% 5.000% 5.000% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% $26,030,560.46 $7,566,368.11 3.8476% $27,378,432.24 $7,794,608.73 3.8494% $27,186,480.40 $7,795,770.57 3.8616% 40,000 General Obligation Bonds, Series 2005A of Mon'icello, Minnesota Page 3 NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE CITIGROUP GLOBAL MARKETS, INC Chicago, Illinois CRONIN & CO., INC. Minneapolis, Minnesota CIBC WORLD MARKETS New York, New York CITIZENS BANK Flint, Michigan MERRILL LYNCH & CO. New York, New York WELLS FARGO BROKERAGE SERVICES, LLC Minneapolis, Minnesota 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 3.250% 3.250% 3.250% 5.000% 5.000% 5.000% 5.000% 5.000% 5.000% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 3.500% 3.500% 3.500% 5.000% 5.000% 5.000% 5.000% 5.000% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 4.250% 3.250% 3.250% 3.500% 4.000% 4.000% 4.000% 5.000% 5.000% 5.000% 5.000% 4.500% 4.500% 4.500% 4.500% 4.500% 4.500% 4.500% $27,102,923.09$7,786,039.69 3.8685% $26,867,731.04 $7,878,904.93 3.9406% $26,750,625.00 $8,096,414.44 4.0378% After due consideration of the proposals, Member Posusta then introduced the following resolution and moved its adoption: RESOLUTION NO. 2005-79 A RESOLUTION AWARDING THE SALE OF $25,150,000 GENERAL OBLIGATION BONDS, SERIES 2005A; 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: (e) the following assessable public improvements have been duly ordered by the City pursuant to the provisions of Minnesota Statutes, Chapter 429: Project Nos. 2005-02C, 2005-11C, and 2005-05C (the "Assessed Improvements") (b) the City is authorized by Minnesota Statutes, Chapters 429 and 475 to finance the cost of the Improvements by the issuance of general obligation bonds payable in part from special assessments against property benefited by the Assessed Improvements. (c) the City engineer has also recommended the construction of various improvements to the City's water, sewer and storm sewer system, including all or portions of the following projects: Project Nos. 2005-02C; 2004-30C; 2004-07C; 2000-12C; 2004-02C; 2005-11C; 2005-05C; 2004-01C; 2005-01C and 2004-09C (the "Utility Improvements"); (d) the City is authorized by Minnesota Statutes, Section 444.075 and Chapter 475 to finance all or a portion of the cost of the Utility Improvements by the issuance of general obligation bonds of the City payable from the net revenues of the water, sewer and storm sewer systems. (e) the City and the Housing and Redevelopment Authority in and for the City of Monticello ("Authority") previously established Central Monticello Redevelopment Project No. 1 ("Project Area") pursuant to Minnesota Statutes, Sections 469.001 through 469.047 (Act); 2 (f) the City has duly established tax increment financing district no. 1-34 ("TIF District") within the Project Area pursuant to Minnesota Statutes, Sections 469.174 to 469.179 ("TIF Act"); (g) the City is authorized by section 469.178 of the TIF Act to issue and sell its general obligations to pay all or a portion of the public redevelopment costs in the Project Area, as identified in the tax increment financing plan (Plan) for the TIF District (such costs referred to as the "TIF Improvements"); and (h) the TIF Improvements include (1) the improvement project duly ordered as Project No. 2004-01C; and (2) a portion of the improvement project duly ordered as Project No. 2004-2C. The TIF Improvements are expected to be paid in part with Tax Increments (as defined herein) and in part with special assessments levied or to be levied pursuant to Minnesota Statutes, Chapter 429. A portion of Project 2004-2C is also included in Utility Improvements described above, and that portion is expected to be paid with net revenues of the water, sewer and storm system of the City; (i) the Tax Increment Pledge Agreement between the Authority and the City ("Pledge Agreement") is approved in substantially the form on file with the City, and the Mayor and City Administrator/Finance Director are authorized to execute such agreement on behalf of the City; and 0) it is necessary and expedient to the sound financial management of the affairs of the City to issue $25,940,000 General Obligation Bonds, Series 2005A (the "Bonds") to provide financing for the Assessed Improvements, the Utility Improvements and the TIF Improvements, described in more detail as follows: Project Designation & Description: Cost Construction Fund 255210,181.88 Assessed Improvements Utility Improvements TIF Improvements Subtotal Gross Bond Insurance Premium 11306.39 Costs of Issuance 789744.00 Capitalized Interest 538,067.73 Rounding Amount Total $25,94000.00 3 1.02. The proposal of Prager, Sealy & Co. LLC, New York, New York (the "Purchaser") to purchase $25,150,000 General Obligation Bonds, Series 2005A (the "Bonds") of the City described in the Terms of Proposal thereof is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $25,911,396.56 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2007 4.75% 2016 4.00% 2008 4.75% 2017 4.00% 2009 4.75% 2018 4.25% 2010 4.75% 2019 4.25% 2011 4.75% 2020 4.25% 2012 4.50% 2021 4.25% 2013 4.50% 2022 4.25% 2014 4.00% 2023 4.25% 2015 4.00% True interest cost: 3.8220561 % 1.03. The sum of $761,396.56 being the amount proposed by the Purchaser in excess of $25,150,000 will be credited to the Construction Fund hereinafter created. The City Administrator/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/Finance Director are directed to execute a contract with the Purchaser on behalf of the City. 1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes, Chapters 429, 444, 469 and 475 (collectively, the "Act"), in the total principal amount of $25,150,000, originally dated August 17, 2005, 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 2007 1,010,000 2016 2,310,000 2008 1,430,000 2017 70500 2009 2,29500 2018 730,000 2010 2,35000 2019 3905000 2011 2,40500 2020 40500 2012 254501000 2021 420,000 2013 2552000 2022 440,000 2014 25575,000 2023 46000 2015 2,255,000 0 A portion of the Bonds in the principal amount of $6,830,000 (the "Improvement Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the Assessed Improvements: Year Amount Year Amount 2007 2255000 2013 8055,000 2008 5959000 2014 80500 2009 80000 2015 425,000 2010 80000 2016 4255000 2011 800,000 2017 170,000 2012 80000 2018 1805,000 A portion of the Bonds in the principal amount of $9,770,000 (the "Utility Revenue Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the Utility Improvements: Year Amount Year Amount 2007 785,000 2012 990,000 2008 835,000 2013 190351)000 2009 870,000 2014 11080,000 2010 915,000 2015 1,130,000 2011 955,000 2016 11,1751000 A portion of the Bonds in the principal amount of $8,550,000 (the "TIF Bonds") maturing in the amounts and on the dates set forth below are being issued to finance the TIF Improvements: Year Amount Year Amount 2007 -- 2016 7105,000 2008 -- 2017 535,000 2009 625,000 2018 550,000 2010 635,000 2019 390,000 2011 650,000 2020 405,000 2012 660,000 2021 420,000 2013 680,000 2022 440,000 2014 690,000 2023 460,000 2015 700,000 1.05. Optional Redemption. The City may elect on February 1, 2013, and on any day thereafter to prepay Bonds due on or after February 1, 2014. 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 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by 61 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. 1.06. Term Bonds. To be completed if Term Bonds are requested by the Purchaser. 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 will be payable on February 1 and August 1 of each year, commencing February 1, 2006, 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 (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar 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. (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. M (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for 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 to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. %I 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Administrator/Finance Director 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 Administrator/Finance Director must transmit to the Registrar moneys 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/Finance Director and executed on behalf of the City by the signatures of the Mayor and the City Administrator/Finance Director, 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/Finance Director 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: No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF WRIGHT M CITY OF MONTICELLO GENERAL OBLIGATION BOND, SERIES 2005A Date of Rate Maturity Original Issue CUSIP February 1, 20_ August 17, 2005 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, 2006, 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. The City may elect on February 1, 2013, and on any day thereafter to prepay Bonds due on or after February 1, 2014. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 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, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on July 25, 2005 (the "Resolution"), for the purpose of providing money to aid in financing various local improvements, improvements to the water, sewer and storm sewer systems of the City, and certain public redevelopment costs within a redevelopment project, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 4445 469 and 475, and the principal hereof and interest hereon are payable in part from special assessments levied or to be levied on property specially benefited by local improvements, in part from net revenues of the water, sewer and storm sewer system of the City, and in part from tax 9 increments resulting from increases in the taxable value of real property in a tax increment financing district within the redevelopment project 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 special assessments, net revenues and 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. 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. 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/Finance Director and has caused this Bond to be dated as of the date set forth below. Dated: 10 CITY OF MONTICELLO, MINNESOTA (Facsimile) (Facsimile) City Administrator/Finance Director Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in common (Cust) 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 (Minor) 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. 11 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 financial institution that is a member of the Securities Transfer Agent Medallion Program ("STEMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee 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 12 Signature of Officer of Registrar Cede & Co. Federal ID #13-2555119 3.02. The City Administrator/Finance Director will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Funds and Account; Pledges and Covenants. 4.01. (a) The Bonds are payable from the General Obligation Bonds, Series 2005A Debt Service Fund (the "Debt Service Fund") hereby created. Within the Debt Service Fund, the City will maintain subaccounts designated as the "Improvements Account", the "Utility Account", and the "Tax Increment Account." (b) Improvements Account. The City Administrator/Finance Director will timely deposit in the Improvements Account the special assessments (the "Assessments") levied or to be levied for the Assessed Improvements described in Section 1.01, which Assessments are pledged to that account of the Debt Service Fund. There is also appropriated to the Improvements Account of the Debt Service Fund (i) all taxes levied in accordance with Section 5.02 hereof; (ii) the amount of $248,164.84 representing capitalized interest payable with respect to the Improvement Bonds. If any payment of principal or interest on the Improvement Bonds portion of the Bonds will become due when there is not sufficient money in the Improvements Account of the Debt Service Fund to pay the same, the City Administrator/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 such advances out of the proceeds of Assessments when received. (c) Utilities Account. The City will create and continue to operate its Water, Sewer and Storm Sewer Fund to which will be credited all gross revenues of the water, sewer and storm sewer systems and out of which will be paid all normal and reasonable expenses of current operations of the water, sewer and storm sewer system. Any balance therein is deemed net revenues and will be transferred, from time to time, to the Utilities Account of Debt Service Fund, hereby created in the Water, Sewer and Storm Sewer Fund, which account will be used only to pay principal of and interest on the Utility Revenue Bonds and any other bonds similarly authorized. There will always be retained in the Utilities Account of the Debt Service Fund a sufficient amount to pay principal of and interest on all the Utility Revenue Bonds portion of the Bonds and the City Administrator/Finance Director must report any current or anticipated deficiency in the Utilities Account to the City Council If any payment of principal or interest on the Utility Revenue Bonds portion of the Bonds will become due when there is not sufficient money in the Utilities Account of the Debt Service Fund to pay the same, the City Administrator/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 such advances out of the proceeds of net revenues of the water, sewer and storm sewer system when received. 13 (d) TIF Account. There is appropriated to the Tax Increment Account of the Debt Service Fund, (i) tax increments ("Tax Increments") derived from the TIF District and received from the Authority pursuant to the Pledge Agreement; (ii) the Assessments levied or to be levied for the TIF Improvements; (iii) the amount of $289,902.89 representing capitalized interest payable with respect to the TIF Bonds; and (iv) the taxes levied pursuant to Section 5.04 hereof. If any payment of principal or interest on the Tax Increment Bonds portion of the Bonds becomes due when there is not sufficient money in the Ta'x Increment Account of the Debt Service Fund to pay the same, the Administrator/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 such advances out of the proceeds of Tax Increments and Assessments when collected. (e) Construction Fund. The proceeds of the Bonds, less the appropriations made in paragraphs (b), (c) and (d) together with any other funds appropriated during the construction of the Assessed Improvements, the Utility Improvements and the TIF Improvements (collectively, the "Improvements") will be deposited in a separate construction fund (the "Construction Fund") 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 Improvements. Proceeds of the respective portions of the Bonds will be deposited in an "Improvements Subaccount," a "Utilities Subaccount" and a "TIF Subaccount," respectively. When the Improvements (or respective portions thereof) are completed and the cost thereof paid, the Construction Account (or relevant subaccount, as the case may be) is to be closed and any balance in the respective subaccounts therein will be deposited in the relevant subaccount of the Debt Service Fund. 4.02. Additional Assessment Covenants. It is hereby determined that the Assessed Improvements and the TIF 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 Assessed Improvements and the TIF Improvements to be promptly levied so that the first installment will be collectible not later than 2006 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 the Assessed Improvement and TIF Improvements financed wholly or partly from the proceeds of the Improvement Bonds and TIF 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 Improvement Bonds and TIF Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments pledged to the Improvement Bonds, and any deficiency in Assessments pledged to the TIF Bonds after taking into account all Tax Increments pledged thereto, the City Council will levy 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 Assessed Improvements and TIF Improvements, Assessments levied therefor and other funds appropriated for their payment, collections 14 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. 4.03. Additional Utility Covenants. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Utility Revenue Bonds portion of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the water, sewer and storm sewer system as public utilities and conveniences free from competition of other like utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the water, sewer and storm sewer system accounts as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Utilities Account of the Debt Service Fund as a separate account in the Water, Sewer and Storm Sewer Fund and will cause money to be credited thereto from time to time, out of net revenues from the water, sewer and storm sewer system in sums sufficient to pay principal of and interest on the Utility Revenue Bonds portion of the Bonds when due. (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the water, sewer and storm sewer system and which will be open to inspection and copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause persons handling revenues of the water, sewer and storm sewer system to be bonded in reasonable amounts for the protection of the City and the bondholders and will cause the funds collected on account of the operations of the water, sewer and storm sewer system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The Council will keep the water, sewer and storm sewer system insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. 15 (0 The City and each and all of its officers will punctually perform all duties with reference to the water, sewer and storm sewer system as required by law. (g) The City will impose and collect charges of the nature authorized by Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce, net revenues adequate to pay all principal and interest when due on the Utility Revenue Bonds portion of the Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City, when required to meet any deficiency in net revenues with respect to the Utility Revenue Bonds. Section 5. Tax Levies. 5.01. It is hereby determined that the estimated collection of net revenues for the payment of principal and interest on the Utility Revenue Bonds portion of the Bonds will produce at least five percent in excess of the amount needed to meet, when due, the principal and interest payments on such portion of the Bonds, and that no tax levy is needed at this time with respect to such portion of the Bonds. 5.02. It is determined that at least 20% of the cost of the Assessed Improvements financed by the Improvement Bonds will be specially assessed against benefited properties. For the purpose of paying the principal of and interest on the Improvement Bonds portion of the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the Improvement Account of the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year of levy for collection the following year): Year LM (See Attachment A) 5.03. It is determined that the estimated collection of the foregoing taxes, together with Assessments, will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Improvement Bonds portion of the Bonds. The tax levy herein provided will be irrepealable until all of the Improvement Bonds portion of the Bonds are paid, provided that at the time the City makes its annual tax levies the City Administrator/Finance Director may certify to the County Auditor of Wright County the amount available in the Improvement Account of the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 16 5.04. It is determined that at least 20% of the cost of the TIF Improvements financed by the TIF Bonds will be paid with Tax Increments, Assessments levied against properties benefiting from TIF Improvements, or a combination thereof. For the purpose of paying the principal of and interest on the TIF Bonds portion of the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the TIF Account of the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year of levy for collection the following year): Year Lem (See Attachment A) 5.05. It is determined that the estimated collection of the foregoing taxes, together with Assessments and Tax Increments pledged, will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the TIF Bonds portion of the Bonds. The tax levy herein provided will be irrepealable until all of the TIF Bonds portion of the Bonds are paid, provided that at the time the City makes its annual tax levies the City Administrator/Finance Director may certify to the County Auditor of Wright County the amount available in the TIF Account of the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 5.06. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Wright County and obtain the certificate required by Minnesota Statutes, Section 475.63. 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/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. 6.03. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & 17 Graven, Chartered as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial adviser, Ehlers & Associates, Inc. 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. 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. 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 (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the m 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 Bond, 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/Finance Director 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/Finance Director 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 (the "Representation Letter") which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or 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 certificate, 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 owner 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 all notices with 19 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. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 9.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator/Finance Director 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. When all Bonds (or all of the Improvement Bonds, Utility Revenue Bonds or TIF Bonds portion thereof) have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution (with respect to the Improvement Bonds, Utility Revenue Bonds, or TIF Bonds, as the case may be) to 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 (or all of the Improvements Bonds, Utility Revenue Bonds or TIF Bonds portion thereof) 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. 20 The motion for the adoption of the foregoing resolution was duly seconded by Member Mayer, and upon vote being taken thereon, the following voted in favor thereof: Herbst, Posusta, Stumpf, Mayer and Perrault; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. 21 ATTACHMENT A TAX LEVIES Levy for Improvement Bonds Levy for TIF Bonds 22 Ln O O N 0 L d Cn U C O m C O O o O co O w O � O Q a) LO R 04 p r_ O O tV Iq U) E w E N to N Q J V 0 E N In J U 0000000000000 O O O O O O O O O O O O O M N D r M O U') It 00 r: O 0 LO m 'i to r• LO (4 o In " " C6 00 Mr--CD0W(0W(0NN < -N <- LO W U) U) U) LO LO O O O O O r- r< M r- r- r- r` r- LO LO 0 0 0 r-0 tM0)C000'tM�I-MM— (D OD � U) M N O ' 0) — t (D r- N7(D(DNOO" Mr�(DCl! 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(D M O O r N M O O O O T T T T T T T r r T N N N N O O O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N N N N L() (D ti CO O O T N CO ct LO M :` 00 O O r N O O O O O r r r T r r r r r r N N N 0 0 0 0 0 0 C) 0 0 0 0 0 0 C) 0 0 0 0 N N N N N N N N N N N N N N N N N N LC) (D t� M O O T N M ct Un M r- 00 O O r O O O O O O T r r T T T r r r r N N C) 0 C) 0 0 0 0 0 0 0 0 0 CD C) 0 0 0 0 N N N N N N N N N N N N N N N N N N r-- C) `O O N co L .LD Q) LL L O C O L M O O N cu L n a) LL a) .0 c a) E >, N Q a) C L O C _O O C- CU (0 Q O a) Z (a m Ln V C 4- O C O O Q) L I- T C Q) C L >1 O "- C o \ O � � U M � w Q O CO L `. N CD Q) O o O Ln _ C U) 00 00 cn (0 O M E!i CD U cu p O Q) _a) T (Q U) _ L cu > O O C m O T Q) O C O O U) C) m>S _O O C) C N Q) > N b9 _0 G} > O C N O 0) w Q) U) m -p C Q) O L Lu L C2 U)E cu O Ln 0 Ln a) .s]70 C C D 0 Q) > C > U) C Q) ^' L U- {- U N � O uj C O o a) O a) L 4 a) O O in O a d U V) STATE OF MINNESOTA ) COUNTY OF WRIGHT ) SS. CITY OF MONTICELLO ) I, the undersigned, being the duly qualified and acting Clerk 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 July 25, 2005 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 $25,150,000 General Obligation Bonds, Series 2005A of the City. WITNESS My hand officially as such Clerk and the corporate seal of the City this 10th day of August (SEAL) . 2005. City Clerk Monticello, Minnesota