08-008 RES• EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF ELK RNER, NIINNESOTA
HELD: January 22, 2008
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Elk River, Sherburne County, Minnesota, was duly called and held at the City Hall on January
22, 2008, at 6:00 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale
of $3,085,000 General Obligation Water Revenue Refunding Bonds, Series 2008A.
The following members were present: Stephanie Klinzing, Larry Farber and Paul Motin;
and the following were absent: Jerry Gumphrey and Nick Zerwas.
Member Motin introduced the following resolution and moved its adoption:
RESOLUTION NO. (1R_Og
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $3,085,000 GENERAL
OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 2008A AND
PLEDGING NET REVENUES FOR THE SECURITY THEREOF
A. WHEREAS, the City Council of the City of Elk River, Minnesota (the "City"),
hereby determines and declares that it is necessary and expedient to provide moneys for a current
refunding of the City's $820,000 original principal amount of General Obligation Water Revenue
Bonds, Series 1998B, dated December 1, 1998 (the "Prior 1998 Bonds") and a crossover advance
refunding of the Cit}~'s $3,590,000 original principal amount of General Obligation Water
Revenue Bonds, Series 2001A, dated October 1, 2001 (the "Prior 2001 Bonds" and, together
with the Prior 1998 Bonds, the "Prior Bonds"); and
B. WHEREAS, $395,000 of the principal amount of the Prior 1998 Bonds which
matures on and after February 1, 2009, is callable on any date after February 1, 2007, at a price
of par plus accrued interest, as provided in Resolution No. 131 of the City Council, adopted on
November 30, 1998 (the "Prior 1998 Resolution"), authorizing the issuance of the Prior 1998
Bonds; and
C. WHEREAS, $2,575,000 of the principal amount of the Prior 2001 Bonds which
matures on and after February 1, 2011, is callable on February 1, 2010 (the "Crossover Date"), at
a price of par plus accrued interest, as provided in Resolution No. 01-67 of the City Council,
adopted on September 24, 2001, authorizing the issuance of the Prior 2001 Bonds (the "Prior
2001 Resolution" and, together with the Prior 1998 Resolution, the "Prior Resolutions"); and
D. WHEREAS, the refunding of the Prior 1998 Bonds maturing on and after
February 1, 2009 (the "Refunded 1998 Bonds") and the Prior 2001 Bonds maturing on and after
February 1, 2011 (the "Refunded 2001 Bonds" and, together with the Refunded 1998 Bonds, the
'Refunded Bonds"), is consistent with covenants made with the holders thereof, and is necessary
and desirable for the reduction of debt service cost to the City; and
a~ isoo~~i
E. WIdEREAS, the City Council has heretofore determined and declared that it is •
necessary and expedient to issue $3,085,000 General Obligation Water Revenue Refunding
Bonds, Series 2008A (the "Bonds" or individually, a "Bond"), pursuant to Minnesota Statutes,
Chapter 475, to provide moneys for a current refunding of the Refunded 1998 Bonds and a
crossover advance refunding of the Refunded 2001 Bonds; and
F. WHEREAS, the City owns and operates the municipal water system (the
"System") as a separate revenue producing public utility and there are outstanding, in addition to
the $445,000 aggregate principal amount of the Prior 2001 Bonds maturing prior to the
Crossover Date, $1,995,000 original principal amount of General Obligation Water Revenue
Bonds, Series 2003B, dated December 9, 2003, which constitute a prior lien upon the net
revenues of the System (together, the "Outstanding Bonds"); and
G. WHEREAS, the City has retained Ehlers and Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Ehlers; and
H. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the Administrator, or designee, at the offices of Ehlers at 11:00 a.m. this same day pursuant to
the Terms of Proposal established for the Bonds; and
I. WHEREAS, it is in the best interests of the City that the Bonds be issued in book- •
entry form as hereinafter provided; and
NOW, THEREFORE, BE TT RESOLVED by the Council of the City of Elk River,
Minnesota, as follows:
1. Acceptance of Offer. The proposal of UMB Bank. N.A.. Kansas City, Mossouri
(the "Purchaser"), to purchase the Bonds in accordance with the Terms of Proposal, at the rates
of interest hereinafter set forth, and to pay therefor the sum of $3,062.813.37, plus interest
accrued to settlement, is hereby found, determined and declared to be the most favorable
proposal received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser.
The City Administrator is directed to retain the deposit of the Purchaser and to forthwith return
to the unsuccessful bidders their good faith checks or drafts.
2. Bond Temvs.
(a) Original Issue Date; Denominations• Maturities. The Bonds shall dated February
20, 2008, as the date of original issue, shall be issued forthwith on or after such date in fully
registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in
any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall
mature on February 1 in the years and amounts as follows:
•
Year Amount Yeaz Amount
•
2009 65,000 2016 215,000
2010 65,000 2017 225,000
2011 250,000 2018 235,000
2012 255,000 2019 240,000
2013 270,000 2020 250,000
2014 275,000 2021 260,000
2ols 210,000 2022 270,000
As may be.requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
• complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registraz, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
. by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
z~ isoot~~
rely upon an omnibus proxy under which the Depository assigns its consenting or voting •
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond •
Registraz or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures _
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
•
u~6ooi~i 4
• (ix) Any successor Bond Registraz in its written acceptance of its duties under
this Resolution and any paying agency/bond registraz agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system maybe effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and. discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City detemvnes that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with pazagraph 10. To the extent that the
Beneficial Owners aze designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subpazagraph (c) shall-limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Allocation of Bonds to Prior 1998 Bonds and Prior 2001 Bonds: Allocation of
Prepayments to Portions of Debt Service. The aggregate principal amount of $405.000 maturing
in each of the years and amounts hereinafter set forth are issued to refund the Prior 1998 Bonds
(the "Prior 1998 Bonds Refunding Portion"). The aggregate principal amount of $2,680,000
maturing in each of the years and amounts hereinafter set forth are issued to refund the Prior
• 2001 Bonds (the "Prior 2001 Bonds Refunding Portion"):
z~i~oo~~~
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Prior 1998 Bonds
Refunding Portion
65,000
65,000
65,000
65,000
70,000
75,000
Prior 2001 Bonds
Refunding Portion
185,000
190,000
200,000
200,000
210,000
215,000
225,000
235,000
240,000
250,000
260,000
270,000
If Bonds aze prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particulaz portion of debt
service) as provided in this paragraph. If the source of prepayment is the general fund of the
City, or other generally available source, the prepayment maybe allocated to either or both of the
portions of debt service in such amounts as the City shall determine.
4. Purpose: Refundine Findings. The Bonds shall provide funds for a current
refunding of the Refunded 1998 Bonds and a crossover advance refunding of the Refunded 2001
Bonds (the "Refunding"). It is hereby found, determined and declared that the Refunding is
pursuant to Minnesota Statutes, Section 475.67, Subdivision 13. With respect to the Refunded
2001 Bonds: (i) as of the Crossover Date there shall result a reduction in the present value of the
dollaz amount of the debt service to the City from a total dollaz amount of $3,687,492.21 for the
Prior 2001 Bonds to a total dollaz amount of $3,532,404.79 for the Prior 2001 Bonds Refunding
Portion of the Bonds, computed in accordance with the provisions of Minnesota Statutes, Section
475.67, Subdivision 12, and (ii) the dollaz amount of such present value of the debt service for
the Prior 2001 Bonds Refunding Portion of the Bonds is lower by at least three percent than the
dollar amount of such present value of the debt service for the Prior 2001 Bonds as required in
said Subdivision 12.
5. Interest. The Bonds shall beaz interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2008,
calculated on the basis of a 360-day yeaz of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
•
.,
zi~eooi~i 6
Maturity Yeaz Interest Rate Maturity Year Interest Rate
•
2009 2.50% 2016 3.10%
2010 2.50% 2017 3.20%
2011 2.60% 2018 3.30%
2012 2.65% 2019 3.40%
2013 2.75% 2020 3.45%
2014 2.85% 2021 3.55%
2015 3.00% 2022 3.65%
6. Redemption. Bonds maturing on February 1, 2018, and thereafter, shall be
subject to redemption and prepayment at the option of the City on February 1, 2017, and on any
date thereafter at a price of par plus accrued interest. Redemption maybe in whole or in part of
the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which
have the latest maturity date shall be prepaid first; and if only part of the Bonds having a
common maturity date aze called for prepayment, the specific Bonds to be prepaid shall be
chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be
due and payable on the redemption date, and interest thereon shall cease to accrue from and after
the redemption date. Mailed notice of redemption shall be given to the paying agent and to each
affected registered holder of the Bonds at least thirty days prior to the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
• maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registraz shall
authenticate and deliver to the Holder of the Bond, without service chazge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
7. Bond Registraz. U. S. Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registraz and transfer agent with respect to the Bonds (the "Bond
Registraz"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
• record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
211fi001v1
8. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
SHERBURNE COUNTY
CITY OF ELK RIVER
R- $
GENERAL OBLIGATION WATER REVENUE REFUNDING BOND, SERIES 2008A
Interest Rate Maturitv Date
February 1,
Date of Orieinal Issue CUSIP
February 20, 2008
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Elk River, Sherburne County, Minnesota (the "Issuer"), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for prior redemption, and to pay interest thereon
semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"),
commencing August 1, 2008, at the rate per annum specified above (calculated on the basis of a
360-day year of twelve 30~ay months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from the date of original issue hereof. The principal of
and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of U. S. Bank National Association, in St. Paul, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendaz month next preceding such Interest
Payment Date (the "Regulaz Record Date"). Any interest not so timely paid shall cease to be
payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registraz whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond aze payable in lawful money of the United States of America. So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of principal of;
premium, if any, and interest on this Bond and notice with respect thereto shall be made as
•
•
•
n ~eooi~i
• provided in the Letter of Representations, as defined in the Resolution, and surrender of this
Bond shall not be required for payment of the redemption price upon a partial redemption of this
Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds may
only be registered in the name of the Depository or its Nominee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1,
2018, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2017, and on any date thereafter at a price of par plus accrued interest. Redemption
maybe in whole or in part of the Bonds subject to prepayment. If redemption is in part, those
Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only
part of the Bonds having a common maturity date are called for prepayment, the specific Bonds
to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected Holder of the Bonds at least thirty days prior to the date fixed
for redemption.
Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, fi-om the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
• Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registraz
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registraz shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $3,085,000 (the "Bonds"), all of like date of original issue and tenor, except as to
number, maturity, interest rate, denomination and redemption privilege, issued pursuant to and in
full conformity with the Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council on January 22, 2008 (the "Resolution"), for the purpose
of providing funds sufficient for a current refunding on March 1, 2008, of the General Obligation
Water Revenue Bonds, Series 1998B, dated December 1, 1998, and a crossover advance
refunding on February 1, 2010, of the General Obligation Water Revenue Bonds, Series 2001A,
dated October 1, 2001. This Bond is payable out of the Escrow Account and the Debt Service
Account of the Issuer's General Obligation Water Revenue Refunding Bonds, Series 2008A
• Fund. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the
prompt and full payment of its principal, premium, if any, and interest when the same become
s~isoo~~i 9
due, the full faith and credit and taxing powers of the Issuer have been and are hereby •
irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds aze issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registraz. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "beazer" or similar designationj, of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. •
Treatment of Reeistered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither
the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registraz.
Qualified Tax-Exempt Oblieation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, that the
Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect
chazges for the service, use and availability of the municipal water system (the "System" at the
times and in amounts necessary to produce net revenues, together with other sums pledged to the
payment of the Bonds, adequate to pay all principal and interest when due on the Bonds; and that •
the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property
2ii6aot~~ 10
• of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to
pay the principal and interest on the Bonds as they respectively become due, if the net revenues
from the System, and any other sums irrevocably appropriated to the Debt Service Account are
insufficient therefor, and that this Bond, together with all other debts of the Issuer outstanding on
the date of original issue hereof and the date of its issuance and delivery to the original
purchaser, does not exceed any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by its
City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its Administrator, the corporate seal of the Issuer having been intentionally omitted as
pernutted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
mentioned within.
U. S. BANK NATIONAL
ASSOCIATION
St. Paul, Minnesota
Bond Registrar
By
Authorized Signature
Registrable by: U. S. BANK NATIONAL
ASSOCIATION
Payable at: U. S. BANK NATIONAL
ASSOCIATION
CITY OF ELK RIVER,
SHERBURNE COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/Facsimile
Administrator
•
zi~6ooivi 11
ABBREVIATIONS •
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Gust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the
within Bond and does hereby irrevocably constitute and appoint attorney to transfer
the Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated: •
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
.,
zi i6oo~~i 12
• PREPAYMENT SCI~DULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED SIGNATURE
DATE AMOUNT OF HOLDER
•
•
2116001x1
13
4. Execution; Temporary Bonds. The Bonds shall be in typewritten form, shall be •
executed on behalf of the City by the signatures of its Mayor and Administrator and be sealed
with the seal of the City; provided, as permitted bylaw, both signatures may be photocopied
facsimiles and the corporate seal has been omitted. 1n the event of disability or resignation or
other absence of either officer, the Bonds maybe signed by the manual or facsimile signature of
the officer who may act on behalf of the absent or disabled officer. Incase either officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery.
10. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registraz. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of
February 20, 2008. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
11. Registration: Transfer; Exchanee. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as •
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"beazer" or similar designation.
At the option of the Holder, Bonds maybe exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds aze so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registraz and thereafter disposed of as directed by the City.
•
2~i6ooi~t 14
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
• obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Administrator is hereby
authorized to negotiate and execute the terms of said agreement.
12. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
13. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
• registered (the "Holder") on the registration books of the City maintained by the Bond Registraz
and at the address appearing thereon at the close of business on the fifteenth day of the calendaz
month next preceding such Interest Payment Date (the "Regulaz Record Date"). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regulaz Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registraz to the Holders not less than ten days prior to the
Special Record Date.
14. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
15. Delivery; Application of Proceeds. The Bonds when so prepazed and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
16. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Water Revenue Refunding Bonds, Series 2008A Fund" (the "Fund") to be
• administered and maintained by the Finance Director as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the City. The Operation
z~i6oo~~i 15
and Maintenance Account heretofore established by the City shall continue to be maintained in •
the manner heretofore provided by the City. All moneys remaining after paying or providing for
the items set forth in the resolution establishing the Operation and Maintenance Account shall
constitute or are referred to as "net revenues" until the Bonds and the Outstanding Bonds have
been paid. There shall be maintained in the Fund the following separate accounts to which shall
be credited and debited all income and disbursements of the System as hereinafter set forth. The
Finance Director and all officials and employees of the City concerned therewith shall establish
and maintain financial records of the receipts and disbursements of the System in accordance
with this resolution. In such records there shall be established accounts or.accounts shall
continue to be maintained as the case maybe, of the Fund for the purposes and in the amounts as
follows:
(a) Redemption Account. $396,567.92 in proceeds of the sale of the Prior 1998
Refunding Portion of the Bonds shall be deposited in the Debt Service Account heretofore
created by the Prior 1998 Resolution for the Prior 1998 Bonds in the General Obligation Water
Revenue Bonds, Series 1998B Fund (the "Redemption Fund"), which amount, together with all
other funds held therein is sufficient to prepay the Prior 1998 Refunding Portion of the Bonds on
March 1, 2008 (the "Call Date").
(b) Escrow Account. The Escrow Account is established for the Refiznded 2001
Bonds and the Prior 2001 Refunding Portion of the Bonds and shall be maintained as an escrow
account with U.S. Bank National Association (the "Escrow Agent"), in St. Paul, Minnesota,
which is a suitable financial institution within or without the State whose deposits are insured by
the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less •
than $500,000. $2.664,551.32 in proceeds of the sale of the Bonds shall be received by the
Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds.
Proceeds of the Bonds not used to pay costs of issuance aze hereby irrevocably pledged and
appropriated to the Escrow Account, together with all investment earvngs thereon. The Escrow
Account shall be invested in securities maturing or callable at the option of the holder on such
dates and bearing interest at such rates as shall be required to provide sufficient funds, together
with any cash or other funds retained in the Escrow Account, (i) to pay when due the interest to
accrue on the Prior 2001 Refunding Portion of the Bonds to and including the Crossover Date;
and (ii) to pay when called for redemption on the Crossover Date, the principal amount of the
Refunded 2001 Bonds. The Escrow Account shall be irrevocably appropriated to the payment of
(i) all interest on the Prior 2001 Refunding Portion of the Bonds to and including the Crossover
Date, and (ii) the principal of the Refunded 2001 Bonds due by reason of their call for
redemption on the Crossover Date. The moneys in the Escrow Account shall be used solely for
the purposes herein set forth and for no other purpose, except that any surplus in the Escrow
Account may be remitted to the City, all in accordance with an agreement (the "Escrow
Agreement") by and between the City and Escrow Agent, a form of which agreement is on file in
the office of the Administrator. Any moneys remitted to the City upon termination of the
Escrow Agreement shall be deposited in the Debt Service Account.
(c) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (i) the net revenues of the System not
otherwise pledged and applied to the payment of other obligations of the City, in an amount, •
together with other funds which may herein or hereafter from time to time be irrevocably
zusom~~ 16
• appropriated to the account sufficient to meet the requirements of Minnesota Statutes, Section
475.61 for the payment of the principal and interest of the Bonds; (ii) accrued interest received
upon delivery of the Bonds; (iii) any collections of all taxes which may hereafter be levied in the
event the net revenues of the System and other funds herein pledged to the payment of the
principal and interest on the Bonds are insufficient therefor; (iv) any balance remitted to the City
upon the termination of the Escrow Agreement; (v) any balance remaining after the Call Date, in
the Redemption Fund; (vi) any balance remaining after the Crossover Date, in the General
Obligation Water Revenue Bonds, Series 2001A Fund created by the Prior 2001 Resolution; (vii)
all investment earnings on funds in the Debt Service Account; and (viii) any and all other
moneys which are properly available and are appropriated by the governing body of the City to
the Debt Service Account. The amount of any surplus remaining in the Debt Service Account
when the Bonds are paid shall be used consistent with Minnesota Statutes, Section 475.61,
Subdivision 4.
The moneys in the Debt Service Account shall be used solely to pay the principal of and
interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. No
portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher
yielding investments or to replace funds which were used directly or indirectly to acquire higher
yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued, and (2) in addition to the above, in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Fund (or any
other City account which will be used to pay principal and interest to become due on the Bonds)
• in excess of amounts which under the applicable federal arbitrage regulations maybe invested
without regard as to yield shall not be invested in excess of the applicable yield restrictions
imposed by the azbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guazanteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
17. Sufficiency of Net Revenues; Covers eg Test. It is hereby found, determined and
declazed that the net revenues of the System are sufficient to pay, together with other sums
pledged to the payment of the Outstanding Bonds, one hundred five percent of the principal of
and interest on the Bonds and the Outstanding Bonds and the net revenues of the System are
hereby pledged on a parity lien with the Outstanding Bonds to the payment of the Bonds, but
solely to the extent required to meet, together with other pledged sums, the principal and interest
requirements of the Bonds. Nothing contained herein shall be deemed to preclude the City from
malflng further pledges and appropriations of the net revenues of the System for the payment of
other or additional obligations of the City, provided that it has first been determined by the City
Council that the estimated net revenues of the System will be sufficient in addition to all other
sources, for the payment of the Bonds and such additional obligations and any such pledge and
appropriation of the net revenues may be made superior or subordinate to, or on a parity with the
• pledge and appropriation herein.
si i~ooi~i 17
18. Covenant to Maintain Rates and Chazees. In accordance with Minnesota Statutes, •
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the System at the
times and in the amounts required to produce net revenues adequate to pay all principal and
interest when due on the Bonds. Minnesota Statutes, Section 444.075, Subdivision 2; provides
as follows: "Real estate tax revenues should be used only, and then on a temporary basis, to pay
general or special obligations when the other revenues are insufficient to meet the obligations".
19. Excess Net Revenues. Net revenues in excess of those required for the foregoing
maybe used for any proper purpose.
20. Prior Bonds: Security. Until retirement of the Prior Bonds, all provisions
theretofore made for the security thereof shall be observed by the City and all of its officers and
agents.
21. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted bylaw, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also dischazge its obligations with respect to any prepayable Bonds called •
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regazd to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
22. General Obligation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and aze hereby irrevocably pledged. If the balance in the Escrow
Account or Debt Service Account is ever insufficient to pay all principal and interest then due on
the Bonds payable therefinm, the deficiency shall be promptly paid out of any other accounts of
the City which are available for such purpose, and such other funds maybe reimbursed without
interest from the Escrow Account or Debt Service Account when a sufficient balance is available
therein.
23. Securities; Escrow Agent. Securities purchased from moneys in the Escrow
Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, •
Subdivision 8, and any amendments or supplements thereto. Securities purchased from the
zi~e~i~i 18
• Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City
Council has investigated the facts and hereby finds and determines that the Escrow Agent is a
suitable financial institution to act as escrow agent.
24. Redemption of Refunded Bonds. The Administrator is hereby authorized and
directed to give mailed notice of redemption prior to the Call Date, to the paying agent for the
Refunded 1998 Bonds, in substantially the form attached hereto as Exhibit B. The Refunded
2001 Bonds shall be redeemed and prepaid on the Crossover Date in accordance with the terms
and conditions set forth in the Notice of Call for Redemption, substantially in the form attached
to the Escrow Agreement, which terms and conditions are hereby approved and incorporated
herein by reference.
25. Escrow A Bement. On or prior to the delivery of the Bonds the Mayor and
Administrator shall, and aze hereby authorized and directed to, execute on behalf of the City an
Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of
this resolution, and the City covenants that it will promptly enforce all provisions thereof in the
event of default thereunder by the Escrow Agent.
26. Purchase of SLGS or Open Market Securities. The Purchaser, as agent for the
City, is hereby authorized and directed to purchase on behalf of the City and in its name the
appropriate United States Treasury Securities, State and Local Government Series and/or open
market securities as provided in paragraph 23, from the proceeds of the Prior 2001 Refunding
Portion of the Bonds and, to the extent necessary, other available funds, all in accordance with
• the provisions of this resolution and the Escrow Agreement and to execute all such documents
(including the appropriate subscription form) required to effect such purchase in accordance with
the applicable U.S. Treasury Regulations.
27. Certificate of Re¢istration. The Clerk is hereby directed to file a certified copy of
this resolution with the County Auditor of Sherburne County, Minnesota, together with such
other information as the County Auditor shall require, and to obtain the County Auditor's
Certificate that the Bonds have been entered in the Bond Register.
28. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and famish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
re furnished, shall be deemed representations of the City as to the facts recited therein.
29. Negative Covenant as to Use of Proceeds and Projects. The City hereby
covenants not to use the proceeds of the Bonds or to use the Projects originally financed by the
Prior Bonds, or to cause or permit them to be used, or to enter into any deferred payment
arrangements for the cost of the Projects, 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.
Zii6ooi..i 19
30. Tax-Exempt Status of the Bonds; Rebate. The City is subject to the rebate •
requirement imposed by Section 148(f) of the Code by reason of issuing (together with all
subordinate entities thereof, and all entities treated as one issuer with the City) more than
$5,000,000 oftax-exempt governmental obligations during this calendar year as provided in
Section 148(fx4)(D) of the Code and Section 1.148-8 of the Regulations.
31. Designation of Oualified Tax-Exempt Obli ag tions. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds aze issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount oftax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations aze treated as issued by the City) during this calendaz year 2008 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendaz •
year 2008 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this pazagraph.
32. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Ehlers is hereby approved and the officers of the City aze authorized in connection
with the delivery of the Bonds to sign such certificates as may be necessary with respect to the
completeness and accuracy of the Official Statement.
33. Supplemental Resolution. The Prior Resolutions are hereby supplemented to the
extent necessary to give effect to the provisions hereof.
34. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally recognized municipal securities
information repository ("1VRMSIR") and to the appropriate state information depository ("SID"), •
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
n ~6ooi~~ 20
• with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to time the terms of the
Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
certain material events with respect to the Bonds in accordance with the Undertaing.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
with respect to the Issuer described in the Undertaking.
(d) The City agrees that its covenants pnrcnant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Administrator of the City, or any other officer of the City authorized to
act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the
City the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (a) consistent with the requirements under the
Rule, (b) required by the Purchaser of the Bonds, and (c) acceptable to the Officers.
• 35. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
36. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust Company,
Minneapolis, Minnesota on the closing date for further distribution as directed by the City's
financial advisor, Ehlers.
37. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
•
zneaoi~~ 21
•
The motion for the adoption of the foregoing resolution was duly seconded by member
Farber and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof
Klinzing, Fazber and Motin;
and the following voted against the same:
none;
whereupon the resolution was declazed duly passed and adopted.
zu6ooi~i 22
• STATE OF MINNESOTA
COUNTY OFSHERBURNE
CTTY OF ELK RNER
I, the undersigned, being the duly qualified and acting Clerk of the City of Elk River,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council, duly called and held on the
date therein indicated, insofar as such minutes relate to providing for the issuance and sale of
$3,045,000 General Obligation Water Revenue Refunding Bonds, Series 2008A.
WITNESS my hand on 7anuary _, 2008. ~
--~ ~ .=.
Clerk
•
2116001v1 23