HomeMy WebLinkAbout9C - Resolution Providing for the Issuance and Sale of $1,295,000 General Obligation Bonds
O~ PRIO/(
~ '(^
f... f'
U ~
t!'J
~~NNESO~~
4646 Dakota Street S.E.
Prior Lake, MN 55372-1714
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
ALTERNATIVES:
RECOMMENDED
MOTION:
Re7J
Frank Boyle
CITY COUNCIL AGENDA REPORT
AUGUST 3, 2009
9C
Jerilyn Erickson, Finance Director
CONSIDER APPROVAL OF A RESOLUTION PROVIDING FOR THE
ISSUANCE AND SALE OF $1,295,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 2009B
Introduction
The City's bond and financial advisor, Steve Mattson from Northland Securities
Inc., will present to the Council a completed resolution formally authorizing the
issuance of $1,295,000 General Obligation Street Improvement Refunding
Bonds to refinance the following bond issues:
G.O. Improvement Bonds of 2000, dated October 1,2000
G.O. Improvement Bonds of 2002, dated October 1,2002
G.O. Improvement Bonds of 2003, dated April 1, 2003
A draft of the resolution is attached for the Council's review.
Historv
The City Council approved Resolution 09-095 on July 20, 2009 which
authorized a negotiated bond sale designed to time the sale in the market to
obtain the optimum interest rate on these bonds and maximize the savings
from the refinancing. The resolution included a minimum net savings target of
$20,000.
Current Circumstances
At this time the general obligation bonds are estimated to be sold at an
average coupon rate of 1.30% resulting in a net present value benefit of
$36,000. The bonds have been rated Aa3 by Moody's Investor Service.
The following alternatives are available to the City Council:
1. Adopt a resolution providing for the issuance and sale of $1,295,000
general obligation improvement refunding bonds, series 2009B.
2. Reject bond sale for a specific reason.
Alternative 1.
L
www.c:ityofpriorlake.com
iP~t;l952,.447;9~0..lf~. 952.447.4245
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF PRIOR LAKE, MINNESOTA
HELD: August 3, 2009
Pursuant to due call, a regular or special meeting of the City Council of the City of Prior
Lake, Scott County, Minnesota, was duly held at the City Hall on August 3, 2009, at 6:00 P.M,
for the purpose, in part, of awarding the sale of $1,295,000 General Obligation Improvement
Refunding Bonds, Series 2009B.
The following members were present:
and the following were absent:
Member
introduced the following resolution and moved its adoption:
RESOLUTION NO. 09-
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,295,000 GENERAL
OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 2009B AND PLEDGING
FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS AND LEVYING A TAX FOR
THE PAYMENT THEREOF
A. WHEREAS, the City of Prior Lake, Minnesota (the "City"), hereby determines
and declares that it is necessary and expedient to provide moneys for a current refunding of the
City's (i) $1,125,000 original principal amount of General Obligation Improvement Bonds of
2000, dated October 1,2000 (the "Prior 2000 Bonds"), which mature on and after December 1,
2009; (ii) $1,050,000 original principal amount of General Obligation Improvement Bonds of
2002, dated October 1, 2002 (the "Prior 2002 Bonds"), which mature on and after December 1,
2009; and (iii) $1,975,000 original principal amount of General Obligation Improvement Bonds
of2003, dated April 1, 2003 (the "Prior 2003 Bonds"), which mature on and after December 1,
2010; and
B. WHEREAS, $250,000 principal amount of the Prior 2000 Bonds which matures
on and after December 1,2009 (the "Refunded 2000 Bonds"), is callable on September 3, 2009
(the "Refunded 2000 Bonds Call Date"), which is a date that is any date after December 1,2007,
at a price of par plus accrued interest, as provided in Resolution No. 00-97, adopted by the City
Council on October 2,2000 (the "Prior 2000 Resolution"); and
C. WHEREAS, $450,000 principal amount of the Prior 2002 Bonds which matures
on and after December 1,2009 (the "Refunded 2002 Bonds"), is callable on September 3, 2009
(the "Refunded 2002 Bonds Call Date"), which is a date that is any date after December 1, 2008,
at a price of par plus accrued interest, as provided in Resolution No. 02-162, adopted by the City
Council on October 7,2002 (the "Prior 2002 Resolution"); and
D. WHEREAS, $800,000 principal amount of the Prior 2003 Bonds which matures
on and after December 1, 2010 (the "Refunded 2003 Bonds"), is callable on December 1,2009
2381738vl
(the "Refunded 2003 Bonds Call Date"), which is the next interest payment date, at a price of par
plus accrued interest, as provided in Resolution No. 03-44, adopted by the City Council on
March 31, 2003 (the "Prior 2003 Resolution"); and
E. WHEREAS, the Prior 2000 Bonds, the Prior 2002 Bonds and the Prior 2003
Bonds are sometimes referred to herein together as the "Prior Bonds"; the Refunded 2000 Bonds,
the Refunded 2002 Bonds and Refunded 2003 Bonds are sometimes referred to herein together
as the "Refunded Bonds"; the Refunded 2000 Bonds Call Date, the Refunded 2002 Bonds Call
Date and the Refunded 2003 Bonds Call Date are sometimes referred to herein together as the
"Call Dates"; and the Prior 2000 Resolution, the Prior 2002 Resolution and the Prior 2003
Resolution are sometimes referred to herein together as the "Prior Resolutions"; and
F. WHEREAS, the refunding of the Refunded Bonds on the Call Dates 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
G. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $1,295,000 General Obligation Improvement Refunding Bonds, Series
2009B, pursuant to Minnesota Statutes, Chapter 475, to provide moneys for a current refunding
of the Refunded Bonds; and
H. WHEREAS, , the City has retained Sound Capital Management, Inc., in Eden
Prairie, Minnesota 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
1. 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 IT RESOLVED by the Council of the City of Prior Lake,
Minnesota, as follows:
1. Ratification of Acceotance of Offer. All prior actions taken by the Mayor and
Manager with respect to accepting the offer of Northland Securities, Inc. (the "Purchaser"), to
purchase the Bonds, at the rates of interest hereinafter set forth, and to pay therefor the sum of
$ plus interest accrued to settlement, is hereby ratified, confirmed and accepted.
2. Terms of Bonds.
(a) Original Issue Date: Denominations: Maturities. The Bonds shall be dated
September 1, 2009, as the date of original issue and shall be issued forthwith on or after such
date in fully registered form. The Bonds shall be numbered from R-l upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity (the
"Authorized Denominations"). The Bonds shall mature on December 1 in the years and amounts
as follows:
2381738vl
2
Year
Amount
2010
2011
2012
2013
All dates are inclusive. 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 Entrv Onlv Svstem. 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 Registrar, shall have any such responsibility or obligation with respect to
(A) the accuracy ofthe 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, rely upon an omnibus proxy under which the Depository assigns its
consenting or voting rights to certain Participants to whose accounts the Bonds
2381738vl 3
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 Registrar 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 fifteen calendar days in advance of such special
record date to the extent possible.
2381738vl 4
(ix) Any successor Bond Registrar in its written acceptance of its duties under this
Resolution and any paying agencylbond registrar 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, 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-Entrv Onlv Svstem. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be 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 determines 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 paragraph 10. To the extent that the Beneficial Owners are
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 subparagraph (d) 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. Purpose: Refundinl! Findinl!s. The Bonds shall provide funds for a current
refunding ofthe Refunded Bonds (the "Refunding"). It is hereby found, determined and declared
that the Refunding is pursuant to Minnesota Statutes, Section 475.67, and shall result in a
reduction of debt service cost to the City.
2381738vl
5
4. Interest. The Bonds shall bear interest payable semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date"), commencing June 1,2010,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturitv Year
Interest Rate
2010
2011
2012
2013
5. No Ootional Redemotion. The Bonds are not subject to redemption and
prepayment prior to their stated maturity dates.
6. Bond Registrar. Northland Trust Services, Inc., in Minneapolis, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), 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.
7. 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
SCOTT COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLIGA nON IMPROVEMENT REFUNDING BOND, SERIES 2009B
Interest Rate
Maturitv Date
Date of Orhdnal Issue
CUSIP
December 1,
September 1, 2009
REGISTERED OWNER:
CEDE & CO.
PRINCIP AL AMOUNT:
The City of Prior Lake, Scott 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
2381738vl
6
the maturity date specified above, without option of prior payment, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"),
commencing June 1, 2010, at the rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day 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 Northland Trust Services, Inc., in Minneapolis, 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 calendar month next preceding such Interest
Payment Date (the "Regular 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 Registrar 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 are 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
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.
No Optional Redemption. The Bonds of this issue (the "Bonds") are not subject to
redemption and prepayment prior to their stated maturity dates.
Issuance: Purpose: General OblilZation. This Bond is one of an issue in the total principal
amount of $1 ,295,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, 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 of
the Issuer on August 3, 2009 (the "Resolution"), for the purpose of providing funds for a current
refunding of the Issuer's General Obligation Improvement Bonds of 2000, dated October 1, 2000
which mature on and after December 1,2009, the General Obligation Improvement Bonds of
2002, dated October 1, 2002 which mature on and after December 1, 2009 and the General
Obligation Improvement Bonds of2003, dated April 1, 2003, which mature on and after
December 1,2010. This Bond is payable out of the General Obligation Improvement Refunding
Bonds, Series 2009B Fund of the Issuer. This Bond constitutes a general obligation ofthe
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, ifany,
and interest when the same become due, the full faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
2381738vl
7
Denominations: Exchange: Resolution. The Bonds are 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 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
Registrar. 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 "bearer" or similar designation), 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 RelZistered 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 (except as otherwise provided herein with respect to the Record Date) 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 Registrar.
Qualified Tax-Exemot OblilZations. The Bonds have been designated by the Issuer as
"qualified tax-exempt obligations" 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, 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.
2381738vl
8
IN WITNESS WHEREOF, the City of Prior Lake, Scott 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 Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration:
Registrable by: NORTHLAND TRUST SERVICES,
INC.
Payable at:
NORTHLAND TRUST SERVICES,
INC.
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
CITY OF PRIOR LAKE,
SCOTT COUNTY, MINNESOTA
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
/s/ Facsimile
Mayor
NORTHLAND TRUST SERVICES,
INC.
Minneapolis, Minnesota,
Bond Registrar
/s/ Facsimile
Manager
By:
Authorized Signature
2381738vl
9
ABBREVIA nONS
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
(Cust)
under the
(Minor)
Uniform
(State)
Transfers to Minors Act
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 ofthe 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:
(Include information for all joint owners if the Bond is held by joint account.)
2381738vl
10
8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the seal has
been omitted. In the event of disability or resignation or other absence of either officer, the
Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf
of the absent or disabled officer. In case 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.
9. 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
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. 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
September 1,2009. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
10. RelZistration: Transfer: ExchanlZe. The City will cause to be kept at the principal
office ofthe 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
"bearer" or similar designation.
At the option of the Holder, Bonds may be 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 are 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 Registrar and thereafter disposed of as directed by the City.
2381738vl
11
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations ofthe 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 Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rillhts Uoon Transfer or Exchanlle. 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.
12. Interest Pavment: 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 Registrar
and at the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (the "Regular 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 Regular 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 Registrar to the Holders not less than ten days prior to the
Special Record Date.
13. Treatment of Rellistered 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.
14. Deliverv: Aoolication of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Manager to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. For the convenience and proper administration ofthe
moneys to be borrowed and repaid on the Bonds, and to make adequate and specific security to
the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund
to be designated the "General Obligation Improvement Refunding Bonds, Series 2009B Fund"
2381738vl
12
(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 Fund shall be maintained in the manner herein specified until all of the Bonds and the
interest thereon shall have been fully paid. There shall be maintained and created in the fund the
"Payment Account" and a "Debt Service Account".
(a) Payment Account. The proceeds of the Bonds, less accrued interest shall be
deposited in the Payment Account and from the Payment Account the Finance Director, as the
paying agent for the Refunded Bonds, shall (1) on or prior to the Refunded 2000 Bonds Call
Date, transfer Bond proceeds in the amount of $ to the holders of the Refunded
2000 Bonds; (2) on or prior to the Refunded 2002 Bonds Call Date, transfer Bond proceeds in
the amount of $_ to the holders of the Refunded 2002 Bonds; and (3) on or prior to
the Refunded 2003 Bonds Call Date, transfer Bond proceeds in the amount of $ to
the holders of the Refunded 2003 Bonds. The sums are sufficient, together with other funds on
deposit in debt service funds for the Refunded Bonds, to pay the principal and interest due on the
Refunded Bonds due after the Call Dates, including the principal of the Refunded Bonds called
for redemption on the Call Dates. The remainder of the monies in the Payment Account shall be
used to pay the costs of issuance of the Bonds. Any monies remaining in the Payment Account
after payment of all costs of issuance and payment of the Refunded Bonds shall be transferred to
the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocable appropriated and there shall be credited: (1) accrued interest; (2) any balance
remaining after the Call Dates in the Prior Bonds Debt Service Accounts created by the Prior
Resolutions; (3) any uncollected special assessments which were heretofore pledged for the
payment of the Refunded Bonds and are herein pledged to the payment of the Bonds; (4) all
investment earnings on funds in the Debt Service Account; (5) any taxes herein or hereafter
levied for the payment of the Bonds; (6) 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 and interest
thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4.
No portion ofthe 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 Debt Service
Account (or any other City account which will be used to pay principal or interest to become due
on the bonds payable therefrom) in excess of amounts which under then applicable federal
arbitrage regulations may be invested without regard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by the arbitrage regulations on such
investments after taking into account any applicable "temporary periods" or "minor portion"
made available under the federal arbitrage regulations. 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
2381738vl
13
"federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of
1986, as amended (the "Code").
16. Assessments. The City has heretofore levied special assessments pursuant to the
Prior Resolutions, which have been pledged to the payment of the principal and interest on the
Prior Bonds. All uncollected special assessments are now pledged to the payment of principal of
and interest on the Bonds. The balance of the special assessments shall be payable in equal,
consecutive, annual installments with general taxes for the years shown below and with interest
on the declining balance of all such installments as follows:
Imorovement Desilmations Levv Years Collection Years
Amount
Rate
(Prior 2000 Bonds) 2000
Improvement Project
(Prior 2002 Bonds) 2002
Improvement Project
(Prior 2003 Bonds) 2003
Improvement Project
2008-2009
2009-2010
8.00%
2008-2011
2009-2012
8.00%
2008-2012
2009-2013
7.00%
17. Tax Levv: Coveral!e Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Levv Years
Collection Years
Amount
2009-2012
2010-2013
See attached schedule
The tax levies are such that if collected in full they, together with estimated collections of
special assessments herein pledged for the payment 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
the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and
unpaid, provided that the City reserves the right and power to reduce the levies in the manner and
to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
Upon payment ofthe (i) Refunded 2002 Bonds, the taxes levied by the Prior 2002
Resolution in the years 2009 to 2011 shall be canceled; and (ii) Refunded 2003 Bonds, the taxes
levied by the Prior 2003 Resolution in the years 2009 to 2012 shall be canceled.
18. General Oblil!ation Pledl!e. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
2381738vl
14
19. Prior Bonds: Securitv and Preoavment. Until retirement of the Prior Bonds, all
provisions for the security thereof shall be observed by the City and all of its officers and agents.
The Refunded Bonds shall be redeemed and prepaid on the Call Dates in accordance with the
terms and conditions set forth in the Notices of Call for Redemption attached hereto as Exhibits
A, B and C, which terms and conditions are hereby approved and incorporated herein by
reference.
20. Supplemental Resolution. The Prior Resolutions authorizing the issuance of the
Prior Bonds are hereby supplemented to the extent necessary to give effect to the provisions
hereof.
21. Certificate of Rellistration. The Manager is hereby directed to file a certified copy
of this resolution with the County Auditor of Scott 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 County Auditor's Bond Register and that the tax levy
required by law has been made.
22. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish 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 appear 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
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Nellative Covenant as to Use of Bond Proceeds and Proiect. The City hereby
covenants not to use the proceeds of the Bonds or to use the improvements refinanced by the
Prior Bonds (the "Project"), or to cause or permit them to be used, or to enter into any deferred
payment arrangements for the cost of the Project, 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.
24. Tax-Exempt Status ofthe Bonds: Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States if the Bonds (together with other obligations reasonably expected to
be issued and outstanding at one time in this calendar year) exceed the small issuer exception
amount of$5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate requirements
for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and
declares that:
the Bonds are issued by a governmental unit with general taxing powers;
(a)
(b)
no Bond is a private activity bond;
2381738vl
15
(c) ninety-five percent or more ofthe net proceeds of the Bonds are to be used for
local governmental activities of the City (or of a governmental unit the jurisdiction of which is
entirely within the jurisdiction of the City); and
(d) the aggregate face amount of all tax exempt bonds (other than private activity
bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds are issued and outstanding at
one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) ofthe Code.
Furthermore:
(e) there shall not be taken into account for purposes of said $5,000,000 limit any
bond issued to refund (other than to advance refund) any bond to the extent the amount of the
refunding bond does not exceed the outstanding amount of the refunded bond;
(f) the aggregate face amount of the Bonds does not exceed $5,000,000;
(g) each of the Refunded Bonds was issued as part of an issue which was treated as
meeting the rebate requirements by reason of the exception for governmental units issuing
$5,000,000 or less of bonds;
(h) the average maturity ofthe Bonds does not exceed the average maturity of the
Refunded Bonds; and
(i) no part of the Bonds has a maturity date which is later than the date which is
thirty years after the dates the Refunded Bonds were issued.
25. Desil!nation of Oualified Tax-Exemot Oblil!ations. 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 are 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 of tax 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 are treated as issued by the City) during this calendar year 2009 will
not exceed $30,000,000;
(e) not more than $30,000,000 of obligations issued by the City during this calendar
year 2009 have been designated for purposes of Section 265(b )(3) of the Code; and
2381738vl
16
(f) the aggregate face amount of the Bonds does not exceed $30,000,000.
Furthermore:
(g) each of the Refunded Bonds was designated as a "qualified tax exempt
obligation" for purposes of Section 265(b )(3) of the Code;
(h) the aggregate face amount of the Bonds does not exceed $30,000,000;
(i) the average maturity of the Bonds does not exceed the remaining average maturity
of the Refunded Bonds;
G) no part of the Bonds has a maturity date which is later than the date which is
thirty years after the date the Refunded Bonds were issued; and
(k) the Bonds are issued to refund, and not to "advance refund" the Prior Bonds
within the meaning of Section 149(d)(5) of the Code, and shall not be taken into account under
the $30,000,000 issuance limit to the extent the Bonds do not exceed the outstanding amount of
the Prior Bonds.
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 paragraph.
26. 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 by law, 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 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 regard 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.
27. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by the Purchaser is hereby approved and the officers of the City are 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.
28. Continuinl! 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
2381738vl
17
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 the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance 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 the MSRB notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c) Provide or cause to be provided, in a timely manner to the MSRB notice of a
failure by the City to provide the annual financial information with respect to the City described
in the Undertaking.
(d) The City agrees that its covenants pursuant 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 Manager 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, and (c) acceptable to the Officers.
29. Pavment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to the Bond Registrar,
on the closing date for further distribution as directed by the Purchaser.
30. Severabilitv. If any section, paragraph or provision ofthis 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.
31. HeadinlZs. 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.
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
2381738vl
18
STATE OF MINNESOTA
COUNTY OF STEARNS
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified Manager of the City of Prior Lake,
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 of the City, duly called and
held on the date therein indicated, insofar as such minutes relate to considering proposals and
awarding the sale of $1 ,295,000 General Obligation Improvement Refunding Bonds, Series
2009B.
WITNESS my hand on August 3, 2009.
Manager
2381738vl
19
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGA nON IMPROVEMENT BONDS OF 2000
CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Prior
Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
September 3,2009
those outstanding bonds ofthe City designated as General Obligation Improvement Bonds of
2000, dated as of October 1,2000, having stated maturity dates in the years 2009 and 2010,
inclusive, and totaling $250,000 in principal in principal amount and having CUSIP numbers
listed below:
Year
CUSIP
2009
2010
The bonds are being called at a price of par plus accrued interest to September 3,2009, on which
date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of the Finance Director,
City of Prior Lake, 4646 Dakota Street SE, Prior Lake, Minnesota 55372-1776.
Dated: August 3, 2009
BY ORDER OF THE CITY COUNCIL
Isl Frank Bovles. Manal!er
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
2381738vl
A-I
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 2002
CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order ofthe City Council ofthe City of Prior
Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
September 3, 2009
those outstanding bonds of the City designated as General Obligation Improvement Bonds of
2002, dated as of October 1, 2002, having stated maturity dates in the years 2009 through 2012,
inclusive, and totaling $450,000 in principal in principal amount and having CUSIP numbers
listed below:
Year
2009
2010
2011
2012
CUSIP
The bonds are being called at a price of par plus accrued interest to September 3, 2009, on which
date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of the Finance Director,
City of Prior Lake, 4646 Dakota Street SE, Prior Lake, Minnesota 55372-1776.
Dated: August 3,2009
BY ORDER OF THE CITY COUNCIL
/s/ Frank Bovles. Mana~er
- -
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
2381738vl
B-1
EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 2003
CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Prior
Lake, Scott County, Minnesota, there have been called for redemption and prepayment on
December 1, 2009
those outstanding bonds of the City designated as General Obligation Improvement Bonds of
2003, dated as of April 1, 2003, having stated maturity dates in the years 2010 through 2013,
inclusive, and totaling $800,000 in principal in principal amount and having CUSIP numbers
listed below:
Year
CUSIP
2010
2011
2012
2013
The bonds are being called at a price of par plus accrued interest to December 1,2009, on which
date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of the Finance Director,
City of Prior Lake, 4646 Dakota Street SE, Prior Lake, Minnesota 55372-1776.
Dated: August 3, 2009
BY ORDER OF THE CITY COUNCIL
/s/ Frank Bovles. ManaQer
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
2381738vl