4. 2002A General Obligation Library Bonds
CITY OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building_Inspections
Phone: 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.227.1170
Finance
Phone: 952,227.1140
Fax: 952.227.1110
Park & Recreation
Phone: 952,227,1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952,227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
1591 Park Road
Phone: 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952,227,1110
Web Site
www.ci.chanhassen.mn.us
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MEMORANDUM
TO:
Mayor & City Council Members
FROM:
c(~,
oW'
Greg Sticha, Finance Director
DATE:
March 9, 2009
SUBJ:
2002A GO Library Bonds
PROPOSED MOTION
"The City Council approves the attached Resolution Accepting Proposal on
the Sale of General Obligation Library Refunding Bonds, Series 2009A and
Levying a Tax for the Payment Thereof and Establishing a Pricing
Committee to Execute that Sale."
Approval of this resolution requires a simple majority vote of those City
Council members present.
BACKGROUND
At the work session on February 9, Ehlers & Associates and staff presented the
advantages of doing a crossover advanced refunding of the 2002A GO Library
Bonds. Since that meeting, interest rates have climbed, in large part due to the
T ARP portion of President Obama's stimulus package. The higher rates have
resulted in a net present value of savings of less than 4%, which is the required
minimum per our debt policy (the state law minimum net present value savings
on across-over refunding is 3%). Based on our policy, staff feels it is best to
take a wait-and-see approach on the re-financing, in the hope that rates lower to
the point we achieve the net present value savings as required by our policy.
In the meantime, staff would like to have the flexibility to execute are-financing
in a timely manner. With market conditions changing daily, it could be
necessary to act quickly to achieve our re-financing goals. Because the City
Council convenes only twice a month, in order to do this, staff is requesting that
the City Council adopt the attached parameters resolution.
This resolution establishes a pricing committee that can execute a bond sale
based on the authority given to that committee in this resolution. The pricing
committee would be comprised of the Mayor, City Manager, Finance Director,
and our financial advisors Ehler's & Associates.
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
Mayor & City Council
March 9, 2009
Page 2
The bond deal will still be competitively negotiated with multiple dealers. Our
financial advisors and staff believe that this resolution will give the city the
flexibility to take advantage of the ever-changing market conditions, and still
provide security to the city by requiring the approval of the Mayor and staff. In
addition, the resolution only gives authority to complete the deal by no later than
December 31, 2009, and does not allow for an execution of a deal unless the net
present value of savings exceeds 4%, as required in the city's debt policy.
If a deal is found to meet the parameters of this resolution and the pricing
committee accepts the proposal, a final resolution will be brought to the full City
Council for ratification of the sale. A representative from Ehler's & Associates
will be present on Monday evening to answer any questions about the
resolution.
RECOMMENDA TION
Staff recommends that the City Council adopt the attached Resolution Accepting
Proposal on the Sale of General Obligation Library Refunding Bonds, Series
2009A and Levying a Tax for the Payment Thereof and Establishing a Pricing
Committee To Execute that Sale.
ATTACHMENT
1. Resolution.
EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF CHANHASSEN, MINNESOTA
HELD: March 9, 2009
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Chanhassen, Carver and Hennepin Counties, Minnesota, was duly called and held
at the City Hall on March 9, 2009, at 7:00 P.M., for the purpose, in part, of authorizing the
issuance and awarding the sale of General Obligation Library Refunding Bonds, Series 2009A.
The following members were present:
and the following were absent:
Member
introduced the following resolution and moved its adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE SALE OF GENERAL OBLIGATION
LIBRARY REFUNDING BONDS, SERIES 2009A AND LEVYING A TAX FOR THE
PAYMENT THEREOF AND ESTABLISHING A PRICING COMMITTEE TO EXECUTE
THAT SALE
A. WHEREAS, the City Council of the City of Chanhassen, Minnesota (the "City"),
hereby determines and declares that it is necessary and expedient to provide moneys for a
crossover refunding of the City's $6,095,000 original principal amount of General Obligation
Library Bonds Series 2002A, dated March 1,2002 (the "Prior Bonds"), which mature on and
after February 1, 2013; and
B. WHEREAS, $3,780,000 aggregate principal amount of the Prior Bonds which
matures on and after December 1, 2013, is callable on August 1,2012 (the "Refunded Bonds"),
at a price of par plus accrued interest, as provided in the resolution adopted on February 25,
2002, authorizing the issuance of the Prior Bonds (the "Prior Resolution"); and
C. WHEREAS, the refunding of 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
D. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $3,710,000 General Obligation Library Refunding Bonds, Series 2009A
(the "Bonds" or individually, a "Bond"), pursuant to Minnesota Statutes, Chapter 475, to provide
moneys for a crossover refunding of the Refunded Bonds; and
E. 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
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F. WHEREAS, the City Council member designates the Mayor, the City Manager,
the City Finance Director and Ehlers as a "Pricing Committee" and the Pricing Committee may
set the date and time to receive proposals pursuant to the Terms of Proposal established for the
Bonds as long as the date is no later than December 31,2009; and
G. 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 Chanhassen,
Minnesota, as follows:
1. Acceptance of Proposal. The City shall proceed forthwith to issue the Bonds, in
the form and upon the terms set forth in this Resolution. The authority to accept the most
favorable proposal for the purchase of the Bonds (the "Purchaser"), the principal amount, the
interest rates and the amount of the Purchaser's discount is hereby delegated by the City Council
to the Pricing Committee; provided that (i) the principal amount of the Bonds shall not exceed
$4,200,000 and (ii) the net present value savings as a percentage of the refunding principal is
greater than four percent
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated April 1, 2009, as the date of original issue, be issued forthwith on or after such
date in fully registered form, 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"), be
issued in a principal amount, bear interest and mature as set forth in the Certificate of Pricing
Committee. 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 Bonds.
(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").
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(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 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,
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
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").
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(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.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond 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, 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 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.
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(iii) Nothing in this subparagraph (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. Purpose; Refundin?: Findings. The Bonds shall provide funds for a crossover
refunding of the Refunded Bonds (the "Refunding"). It is hereby found, determined and declared
that the Refunding is pursuant to Minnesota Statutes, Section 475.67, Subdivision 13, and as of
the crossover date of the Bonds, shall result in a reduction of the present value of the dollar
amount of the debt service to the City from a total dollar amount of $ for
the Prior Bonds to a total dollar amount of $ for the Bonds, computed in
accordance with the provisions of Minnesota Statutes, Section 475.67, Subdivision 12, and
accordingly the dollar amount of such present value of the debt service for the Bonds is lower by
at least three percent than the dollar amount of such present value of the debt service for the
Prior Bonds as required in Minnesota Statutes, Section 475.67, Subdivision 12.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1,2009,
calculated on the basis of a 360-day year of twelve 30-day months and will bear interest as
established by the authority given to the Pricing Committee based on the Purchaser's proposal.
5. Redemption. All Bonds maturing on February 1,2019, and thereafter shall be
subject to redemption and prepayment at the option of the City on February 1, 2018, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; 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 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 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 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 the Bonds, as many numbers as, at $5,000 for each number, shall
equal the principal amount of the 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 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 Registrar (with, if the City or Registrar so requires, a written
instrument of transfer in form satisfactory to the City and Registrar duly executed by the Holder
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thereof or the Holder's attorney duly authorized in writing) and the City shall execute (if
necessary) and the Registrar 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.
6. Bond Registrar. Bond Trust Services Corporation, in Roseville, 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:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
CARVER AND HENNEPIN COUNTIES
CITY OF CHANHASSEN
$
R-
GENERAL OBLIGATION LIBRARY REFUNDING BOND, SERIES 2009A
Interest Rate Maturity Date
February 1,
REGISTERED OWNER: CEDE & CO.
Date of Original Issue
April 1, 2009
CUSIP
PRINCIPAL AMOUNT:
The City of Chanhassen, Carver and Hennepin Counties, 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 earlier redemption, and to
pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1,2009, 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 Bond Trust Services Corporation, in Roseville,
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.
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Optional Redemption. The Bonds of this issue (the "Bonds") maturing on February 1,
2019, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1,2018, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; 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, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of the 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 Registrar
(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
Registrar 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 $ , 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 on March 9, 2009 (the "Resolution"), for the purpose of providing funds sufficient for a
crossover refunding on February 1, 2012, of the Issuer's General Obligation Library Bonds,
Series 2002A, dated March 1,2002, which mature on and after February 1, 2013. This Bond is
payable out of the Escrow Account and the Debt Service Account established by the City
pursuant to the Resolution. 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 due, the full faith and credit and taxing powers of the Issuer have been
and are hereby irrevocably pledged.
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
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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
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 Registered 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 Registrar.
Qualified Tax-Exempt Obligation. 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, 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.
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IN WITNESS WHEREOF, the City of Chanhassen, Carver and Hennepin Counties,
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: BOND TRUST SERVICES
CORPORATION
Payable at:
BOND TRUST SERVICES
CORPORATION
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
CITY OF CHANHASSEN,
CARVER AND HENNEPIN COUNTIES,
MINNESOTA
This Bond is one of the Bonds
described in the Resolution
mentioned within.
Bond Trust Services Corporation
Roseville, Minnesota
Bond Registrar
/s/ Facsimile
Mayor
By
Authorized Signature
/s/ Facsimile
Manager
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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 -
TEN ENT -
JT TEN -
UTMA -
as tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as tenants in common
as custodian for
(Cust)
under the
(Minor)
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
prerruses.
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:
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PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
DATE
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AMOUNT
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AUTHORIZED
SIGNATURE
OF HOLDER
8. Execution; Temporarv Bonds. 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 corporate 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
such 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
Aprill,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. Registration; Transfer; Exchange. 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
"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.
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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 Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. 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 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 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.
14. Delivery; Application 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. There is hereby created a special fund designated the
General Obligation Library Refunding Bonds, Series 2009A 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 fund shall
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be maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund the following separate accounts:
(a) Escrow Account. The Escrow Account 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. $ 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 less proceeds used to pay costs of
issuance and any proceeds returned to the City are hereby irrevocably pledged and appropriated
to the Escrow Account, together with all investment earnings 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 Bonds to and including August 1,2012; and (ii) to pay when called for redemption on August
1,2012, the principal amount ofthe Refunded Bonds. The Escrow Account shall be irrevocably
appropriated to the payment of (i) all interest on the Bonds to and including August 1,2012, and
(ii) the principal of the Refunded Bonds due by reason of their call for redemption on August 1,
2012. 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 Manager. Any
moneys remitted to the City pursuant to the Escrow Agreement shall be deposited in the Debt
Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (i) any collections of all taxes heretofore or
hereafter levied for the payment of the Prior Bonds and interest thereon which are not needed to
pay the Prior Bonds as a result of the Refunding; (ii) any sums remitted to the City upon the
termination of the Escrow Agreement; (iii) all investment earnings on funds in the Debt Service
Account; and (iv) 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. 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 (a) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued, and (b) 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 may be invested
without regard as to yield shall not be invested 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
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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 guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
16. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies. 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:
Years of Tax Levy
Years of Tax Collection
Amount
See attached schedule
The tax levies are such that if collected in full they, together with any other revenues
herein pledged for the payment of the Bonds and sums held in the Escrow Account, 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 of the Prior Bonds, the uncollected taxes levied in the Prior Resolution
authorizing the issuance of the Prior Bonds which are not needed to pay the Prior Bonds as a
result of the Refunding shall be canceled.
17. 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 are 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 therefrom, the deficiency shall be promptly paid out of any other accounts of
the City which are available for such purpose, and such other funds may be reimbursed without
interest from the Escrow Account or Debt Service Account when a sufficient balance is available
therein.
18. 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
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.
19. Escrow Agreement. On or prior to the deli very of the Bonds the Mayor and
Finance Director shall, and are 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.
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20. 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 Council and in its name the
appropriate United States Treasury Securities, State and Local Government Series and/or open
market securities as provided in paragraph 19, from the proceeds 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.
21. Redemption of Prior Bonds. The Prior Bonds shall be redeemed and prepaid in
accordance with the terms and conditions set forth in the Notice of Call for Redemption, in the
form attached to the Escrow Agreement, which terms and conditions are hereby approved and
incorporated herein by reference. The Notice of Call for Redemption shall be given pursuant to
the Escrow Agreement.
22. 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.
23. Supplemental Resolution. The Prior Resolution is hereby supplemented to the
extent necessary to give effect to the provisions of this resolution.
24. 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.
25. Certificate of Registration. The Manager is hereby directed to file a certified copy
of this resolution with the County Auditor of Carver and Hennepin Counties, 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.
26. 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
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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.
27. Negative Covenant as to Use of Proceeds and Proiect. The City hereby covenants
not to use the proceeds of the Bonds or to use the Project 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 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.
28. Tax-Exempt Status of the 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
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) 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:
(a) the Bonds are issued by a governmental unit with general taxing powers;
(b) no Bond is a private activity bond;
(c) ninety-five percent or more of the 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) of the Code.
(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;
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(h) the average maturity of the 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 date the Refunded Bonds were issued.
29. Designation of Qualified Tax-Exempt Obligations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) ofthe 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 $10,000,000;
(e) not more than $10,000,000 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
(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 paragraph.
30. 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 ("NRMSIR") and to the appropriate state information depository ("SID"),
if any, for the State of Minnesota, through and including June 30, 2009 and thereafter to the
Electronic Municipal Market Access system at www.emma.msrb.org ("EMMA"), in each case as
designated by the Commission 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, (i) through and including
June 30, 2009 to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and
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any SID, and (ii) thereafter to EMMA, 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, (i) through and including
June 30, 2009 to each NRMSIR or to the MSRB and any SID, and (ii) thereafter to EMMA,
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 (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
31. 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.
32. 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.
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.
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STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
I, the undersigned, being the duly qualified and acting Manager of the City of
Chanhassen, 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 General Obligation Library Refunding Bonds, Series 2009A.
WITNESS my hand on March 9, 2009.
Manager
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