HomeMy WebLinkAboutAgenda & Staff Reports
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rRiOR LNZE CI1''i CO~CIL
AGENDA
I, Date', Nionca)' september 24,2001
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Location', Cit)' Hall, 16200 Eagle Creek A.ve SE
,( I J 1 r ./ t ;o~icer Mprova1 of a Resolution A.ut'norizing \he
_~~ :...._~___,~-lssuahce of $1,035,000 General Obhgatton Improvement
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",_ 4, consider APproval of a Resolution p.,.rnenctng ResolutlOn
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INTRODUCTION:
BACKGROUND:
DISCUSSION:
ALTERNATIVES:
RECOMMENDED
MOTION:
ACTION REQUIRED:
STAFF AGENDA REPORT
SEPTEMBER 24,2001
3
RALPH TESCHNER, FINANCE DIRECTOR
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING
ISSUANCE OF $1,035,000 GENERAL OBLIGATION
IMPROVEMENT BONDS OF 2001
The City's bond and fiscal consultant Steve Mattson from Juran &
Moody will present to the Council a completed resolution formally
authorizing the issuance of $1,035,000 in general obligation
improvement bonds to finance the Frog Town improvement project.
(Attached is a draft for the Council's review)
On September 17, 2001 the City Council approved Resolution 01-
106 that allows for a negotiated bond sale, which would attempt to
time the sale in the market to obtain the optimum interest rate on
these bonds.
.,
The bonds are estimated to be sold at a net effective interest rate of
4.1676% compared to 5.0721% at which the previous year's capital
improvement bonds wereso1d,
There will be an annual tax savings to the public of $14,000 as our
preliminary estimate? tax levy certified earlier for this capital bond
issue will be reduced from $72,000 each year to $58,000 for a total
cumulative savings of $140,000.00 to the Prior Lake tax payers over
the term of the bonds.
The following alternatives are available to the City Council:
1. Consider approval of a Resolution Authorizing Issuance of
$1,035,000 General Obligation Improvements Bonds of 2001.
2. Amend the bond resolution for a specific reason as detern1ined
by the City Council.
Staff would recommend that the City Council approve a Resolution
Authonzmg the Issuance of $1,035,000 General Obligation
Improvements Bonds of :2.001.
Motion and second to approve a Resolution Authorizing the
Issuance of $1,035,000 General Obligation Improvements Bonds of
2001.
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPOP,TUNlTi EMPLOYER
H:\BONDSIAO I saie.DOC
REVIE\VED BY:
Attachments:
1. Resolution Authonzing the Issuance of $1,035,000 General
OblIgation Improvements Bonds of 200 1.
EXTRi\CT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
PRlOR LAKE, MWNESOTA
HELD: September 24,2001
Pursuant to due call and notice thereof, a regular meeting of the City Council of
the City of Prior Lake, Scott County, Minnesota, was duly held at the Fire Hall in said City on
Monday, the 24th day of September, 2001, at 5 :00 o'clock P.M., for the purpose, in part, of
authorizing the issuance of, and awarding the sale of, $1,035,000 General Obligation
Improvement Bonds of2001 of the City.
The following members were present:
and the following were absent:
introduced the following resolution and moved its adoption:
Member
Resolution Number 01-
RESOLUTION PROVIDING FOR ISSUANCE AND SALE
OF $1,035,000 GENER..A.L OBLIGATION
IMPROVEMENT BONDS OF 2001, AND
LEVYING AT AX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the
"City"), has heretofore determined and declared that it is necessary and expedient to issue
$1,035,000 General Obligation Improvement Bonds of2001 (the "Bonds") of the City, pursuant
to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various
improvements in the City (the "Improvements"); and
B. WHEREAS, the Improvements and all their components have been
ordered prior to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
E. 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. Acceptance of Offer. The offer ofJuran and Moody, a division of Miller
Jo1mson Steichen Kinnard, Inc. (the "Purchaser"), to purchase the Bonds of the City (or
individually, a "Bond"), in accordance with the terms established therefor and at the rates of
1328095vl
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interest hereinafter set forth, and to pay therefor the sum of $
accrued to settlement, is hereby accepted.
, plus interest
'i Bond Terms.
(a) Title: Ori2:inal Issue Date: Denominations: Maturities: Term Bond Option.
The Bonds shall be titled "General Obligation Improvement Bonds of 2001 ", shall be dated
October 1,2001, as the date of original issue and shall be issued forthwith on or after such date
as fully -registered bonds. 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:
Year
Amount
2002-2010
2011
$100,000
135,000
All dates are inclusive.
As may be requested by the Purchaser, one or more tenn Bonds may be issued
having mandatory sinking fund redemption and final maturity amounts confoTI11ing to the
foregoing principal repayment schedule, and corresponding additions may be made to the
provisions of the applicable Bonds(s).
(b) Book Entry Onlv 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 ofthe 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, barlie, 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
1328095vl
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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 omni~us 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 Ho Iders 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 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as anyBond 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
1328095vl 3
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.
(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
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book-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 detern1ines 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 detennines 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 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph ( c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a p art of this resolution, and if and to the extent
any such provisions are inconsistent wlth the other provisions of this resolution, the provisions in
the Letter of Representations shall control.
3. Purpose. The Bonds shall provide funds to finance the Improvements.
The total cost of the Improvements, which shall include all costs enumerated in Mim1esota
Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on
the Improvements shall proceed with due diligence to completion. The City covenants that it
lJ28095vl
4
shall do all things and perform all acts required of it to assure that work on the Improvements
proceeds with due diligence to completion and that any and all pennits and studies required
under law for the Improvements are obtained.
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, 2002,
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:
Maturity Interest Maturity Interest
Year Rate Year Rate
2002 % 2007
2003 2008
2004 2009
2005 2010
2006 2011
5. Redemption. All Bonds maturing in the years 2008 to 2011, both
inclusive, shall be subject to redemption and prepayment at the option of the City on December
1,2007, 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, those Bonds
remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or por1ions 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 (30) days prior to
the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having acomrnon
maturity date a distinctive number for each $5,000 of the principal amount of such. Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
- .
Bonds of the same series having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
13:8095v 1
5
6. Bond Re!2:istrar. The Finance Director of the City 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 fonn of Bond and paragraph 12 of this resolution.
7. Fonn of Bond. The Bonds, together with the Bond Registrar's Certificate
of Authentication, the fonn of Assignment and the registration information thereon, shall be in
substantially the following fonn:
13:!8095v I
6
-
lTNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLIGATION IMPROVEMENT BOND OF 2001
%
MA TURlTY
DATE
DECEMBER L 20_
DATE OF
ORIGINAL ISSUE
OCTOBER 1,2001
CUSIP
INTEREST
R.A. TE
REGISTERED O\VNER:
PRlNCIP AL AMOUNT:
DOLL'\RS
KNOW ALL PERSONS BY THESE PRESENTS that 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, unless called for
earlier redemption, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, and to pay interest thereon semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date"), commencing June 1,2002, at the
rate per am1Um specified above (calculated on the basis ofa 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, ifno 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 the Finance
Director of the Issuer (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-
1328095vl
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entry only system pursuant to the Resolution, Bonds may only be registered in the name of
the Depository or its Nominee.]"
REFERENCE IS HEREBY M.WE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SR4\LL
FOR ALL PURPOSES FLA. VE THE S.AJv1E EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED A.l'-I"'D 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.
IN WITNESS WHEREOF, the City of Prior Lake, Scott County, Minnesota, by
its City Council has caused this Bond to be executed on its behalfby the facsimile signaturesuof
its Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Include only until termination of the book-entry only system under paragraph:! hereof.
1328095vl
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Date of Registration:
Registrable by: THE FIN.t\NCE
DIRECTOR OF THE CITY OF PRlOR
LAKE, MINNESOTA
Payable at: OFFICE OF THE FINA.."t\JCE
DIRECTOR OF THE CITY OF PRlOR
L.AKE, MINNESOTA
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICA nON
CITY OF PRlOR LA.KE,
SCOTT COUNTY,
MINNESOTA
This Bond is one of the
Bonds described in the
Resolution mentioned
wi thin.
Isl Facsimile
Mayor
Isl Facsimile
Manager
THE CITY OF P~OR LAKE, MINNESOTA
Bond Registrar
By
Authorized Signature
1328095vl
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, __~__~...._..~..._...,-., . ,~_~~""""__._'M..__,__.__,,.,,__h_"~..___. _.,.,__".".~_. ,,,.', ,..~.,_._.......,__...._____'." ._, "
ON REVERSE OF BOND
Redemption. All Bonds of this issue (the "Bonds") m.aturing in the years 2008 to
2011, both inclusive, are subject to redemption and prepayment at the option of the Issuer on
December 1, 2007, and on any date thereafter at a price of par plus accmed interest. Redemption
may be in whole or in pan of the Bonds subj ect to prepayment. If redemption is in part, those
Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only
part of the Bonds having a common maturity date are called for prepayment, the specific Bonds
to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice ofredemption shall be given to the
paying agent and to each affected Holder of the Bonds at least thirty (30) 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 such Bonds to
be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of such Bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to
the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of
transfer in forn1 satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof
or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary)
and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service
charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate
and of any Authorized Denomination or Denominations, as requested by such Holder, in
aggregate principal an10unt 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 $1 ,035,000, all oflike date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been 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 September 24,2001 (the
"Resolution"), for the purpose of providing money to finance the construction of various
improvements within the jurisdiction of the Issuer. This Bond is payable out of the General
Obligation Improvement Bonds of 2001 Fund of the Issuer. 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; Exchan2:e: Resolution. The Bonds are issuable solely as fully
registered bonds 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
I 328095v J 10
subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subj ect to the tenns 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 (except as otherwise provided on the reverse side hereof 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-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.
1328095vl
11
iillBREVIA TI ONS
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
(Minor)
Unifonn
(Cust)
under the
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
1328095v]
12
ASSI GNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever,
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligi~le Guarantor
Institution" as defined in 17 CFR 240.1 7 Ad-15( a)(2).
The Bond Registrar will not effect transfer of this Bond unless the infom1ation
concerning the transferee requested below is provided,
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
1328095v I
13
[Use only for Bonds when they are
Registered in Book Entry Only System]
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORlZED SIGNATURE
OF HOLDER
DATE
.AM 0 UNT
1328095vl
14
8. Execution: Temporarv Bonds. The Bonds shall be printed (or, at the
request of the Purchaser, typewritten) and 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, however,
that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied)
facsimile; and provided further that both of such signatures may be printed (or, at the request of
the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as
pemlitted by law. In the event of disability or resignation or other absence of either such officer,
the Bonds may be signed by the manual or facsimile signature of that officer who may act on
behalf of such absent or disabled officer. In case either such 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, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as ifhe or she had remained in office until delivery. The City may elect to deliver, in
lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the
form set forth above, with such changes as may be necessary to reflect more than one maturity in
a single temporary bond. Such temporary bonds may be executed with photocopied facsimile
signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the
definitive bonds and the execution thereof, be exchanged therefor and canceled,
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,
which date is October 1,2001. 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 ofregistration (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 ofthe 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
132S095vl
15
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.
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 instmment of transfer, in fonn 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 cormection 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 pennit the Bond Registrar
to close its transfer books between record dates and payment dates. The Manager is hereby
authorized to negotiate and execute the tenns of said agreement.
. 11. Ri'ghtsUpon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accme, 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 (15th) 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 (10) days prior
to the Special Record Date.
13. Treatment of Res:istered 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 (subj ect to the payment
provisions in paragraph 12 above) 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.
132S095vl
16
14. Deliverv: Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the Finance Directorto the Purchaser upon receipt ofthe 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 to be
designated the "General Obligation Improvement Bonds of2001 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
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 two (2) separate accounts, to be
designated the "Construction Account" and "Debt Service Account", respectively.
(a) Construction Account. To the Construction Account there shall be
credited the proceeds of the sale of the Bonds, less accrued interest received thereon, plus any
special assessments levied with respect to the Improvements and collected prior to completion of
the Improvements and payment of the costs thereof. From the C.onstruction Account there shall
be paid all costs and expenses of making the Improvements listed in paragraph 16, including the
cost of any construction contracts heretofore let and all other costs incurred and to be incurred of
the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall .
be used for no other purpose except as otherwise provided by law; provided that the proceeds of
the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes or special assessments herein levied
or covenanted to be levied; and provided further that ifupon completion of the Improvements
there shall remain any unexpended balance in the Construction Account, the balance (other than
any special assessments) may be transferred by the Council to the fund of any other .
improvement instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that
any special assessments credited to the Construction Account shall only be applied towards
-payment of the costs of the Improvements upon adoption of a resolution by the City Council
determining that the application of the special assessments for such purpose will not cause the
City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (i) all collections of special
assessments herein covenanted to be levied with respect to the Improvements and either initially
credited to the Construction Account and not already spent as permitted above and required to
pay any principal and interest due on the Bonds or collected subsequent to the completion of the
Improvements and payment of the costs thereof; (ii) all accrued interest received upon delivery
of the Bonds; (iii) any collections of all taxes herein or hereafter levied for the payment of the
Bonds and interest thereon; (iv) all funds remaining in the Construction Account after
completion of the Improvements and payment of the costs thereof, not so transferred to the
account of another improvement; (v) all investment earnings on funds held in the Debt Service
Account; and (vi) 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 Debt Service Account shall be
used solely to pay the principal and interest and any premiums for redemption of the Bonds and
any other general obligation bonds of the City hereafter issued by the City and made payable
from said account as provided by law.
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
1328095v I 1 7
higher yielding investments, except (1) for a reasonable temporar:'! 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 (5%) 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
Construction Account or 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 said
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 "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
"16. Assessments. It is hereby determined that no less than twenty percent
(20%) of the cost to the City of each Improvement financed hereunder within the meaning of
Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be
levied against every assessable lot, piece and parcel of land benefitted by any of the_
Improvements. The City hereby covenants and agrees that it will let all construction contracts
not heretofore let within one (1) year after ordering each Improvement financed hereunder unless
the resolution ordering the Improvement specifies a different time limit for the letting of
construction contracts. The City hereby further covenants and agrees that it will do and perform
as soon as they may be done all acts and things necessary for the final and valid levy of such
special assessments, and in the event that any such assessment be at any time held invalid with
respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the City Councilor any of the City officers or
employees, either in the making of the assessments or in the perfoffi1ance of any condition
precedent thereto, the City and the City Council will forthwith do all further acts and take all
further proceedings as may be required by law to make the assessments a valid and binding lien.
upon such property. The special assessments have not heretofore been authorized, and
accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3, the special
assessments are hereby authorized. Subject to such adjustments as are required by the conditions
in existence at the time the assessments are levied, it is hereby determined that the 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 assessments at a rate per
annum not greater than the maximum permitted by law and not less than the rate per annum set
forth opposite the collection years specified below:
Improvement
Desie:nation
2001 Improvement Project
.Amount
$518,000
Levv Years
200 1 - 2 0 1 0
Collection
Years
2002-2011
Rate
8.00%
At the time the assessments are in fact levied the City Council shall, based on the
then-current estimated collections of the assessments, make any adj ustments in any ad valorem
taxes required to be levied in order to assure that the City continues to be in compliance with
Miru1esota Statutes, Section 475.61, Subdivision 1.
J328095vl
18
17. Tax Levv; Coverage 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:
Year of Tax .. Year of Tax
Levy Collection fv110unt
2001 2002 60,000
2002 2003 60,000
2003 2004 60,000
2004 2005 60,000
2005 2006 60,000
2006 2007 60,000
2007 2008 60,000
2008 2009 60,000
2009 2010 60,000
2010 2011 60,000
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) 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.
18. Defeasance.\Vhen 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
obligatio:Q.s 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 discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable according to their terms, by
depositing with the Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The City may
also at any time discharge its obligations with respect to any Bonds, subject to the provisions of
law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow,
with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
1328095vl
19
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Compliance With Reimbursement Bond Re2:ulations. The provisions of
this paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment ofa Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or will have
made a written declaration of the City's official intent (a "Declaration") which effectively (i)
states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subseque~1t borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of$lOO,OOO or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of
issuance of the Bonds or any of the other types of expenditures described in Section 1.150-
2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith following
(but not prior to) the issuance of the Bonds and in all events within the period ending on the date
which is the later of three years after payment of the Reimbursement Expenditure or one year_
after the date on which the Project to which the Reimbursement Expenditure relates is first
placed in service.
(d) Each such reimbursement allocation will be made in a writing that
evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if
made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds
are issued,
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 19 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
13::8095vl
20
20. 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 l5c2-12 (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, in each case as designated by the
Commission in accordance with the Rule, certain ammal financial information and operating data
in accordance with the Undertaking, The City reserves the right to modify from time to time the
terms of the Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph 20 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 with "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.
21. General Obligation Pledge. 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.
22. Certificate of Registration. 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 he or she 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.
1328095vl
21
23. 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.
24. Nel2ative Covenant as to Use of Proceeds and Improvements, The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
pern1it them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, 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.
25. 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
(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 (l) the Bonds are issued by a goverrunental unit wi th general ta...'Cing
powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net
proceeds of the Bonds are to be used for local governmental activities of the City (or of a
goverrunental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4)
the aggregate face an10unt 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.
26. 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) of the
Code, the City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7,1986;
Code;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the
(c) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
132S095vl
22
(d) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, treating qualified 50l(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
2001 will not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 2001 have been designated for purposes of Section 265(b)(3) of the Code.
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.
27. Severabilitv. rfany 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.
28. 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 said resolution was declared duly passed and adopted.
1328095vl
"l""'
...~
STA TE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting 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 said City,
duly called and held on the date therein indicated, insofar as such minutes relate to authorizing
the issuance of, and awarding the sale of, $1,035,000 General Obligation Improvement Bonds of
2001 of said City.
_ WITNESS my hand this 24th day of September, 2001.
Manager
1328095v]
STATE OF MINNESOTA
COUNTY OF SCOTT
COUNTY AUDITOR'S CERTIFICATE
AS TO TAX LEV"Y AND REGISTRATION
I, the undersigned, being the duly qualified and acting County Auditor of Scott
County, Minnesota, DO HEREBY CERTIFY that on the _ day of ,2001, there was
filed in my office a certified copy of a resolution adopted on September 24,2001 by the City
Council of the City of Prior Lake of said County, authorizing the issuance of $1 ,035,000 General
Obligation Improvement Bonds of 2001 of said City, and levying a tax for the payment
thereof, together with full information regarding the obligations for which the tax was levied;
and said obligations have been entered in my Bond Register and the tax levy required by law has
been made.
WITNESS my hand and the seal of the County Auditor this _ day of
, 200 1.
County Auditor
(SEAL)
1328095vJ
SIGNATURE AND NONLITIGATlON CERTIFICATE
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRlOR LAKE
We, the undersigned, being respectively the duly qualified and acting Mayor and
Manager of the City of Prior Lake, Scott County, Minnesota, DO HEREBY CERTIFY that we
did, in our official capacities as such officers, sign our own proper names by facsimile signature,
attested by the manual signature of a person or persons authorized on behalf of the City, duly
designated by the City Council as Bond Registrar and authenticating agent (the corporate seal of
the City having been intentionalJy omitted as permitted by law), on the City's $1,035,000
General Obligation Improvement Bonds of200l (the "Bonds"),dated October 1, 2001, as the
date of original issue, and numbered from R-l upward, each in the denomination equal to the
total principal amount for the Bonds due on the specified maturity date therefor. The Bonds
mature on December 1 in the years and amounts and bear interest until paid or discharged as
follows:
Year Amount Interest Rate
-
2002 $100,000 %
2003 100,000
2004 100,000
2005 100,000
2006 100,000
2007 100,000
2008 100,000
2009 .100,000
2010 100,000
2011 135,000
V.fE FURTHER CERTIFY that the undersigned Manager of the City is also the
duly qualified and acting Clerk of the City.
V.fE FURTHER CERTIFY that the signature of Ralph Tesc1mer affixed hereto is
the true and proper signature of the qualified and acting Finance Director and Treasurer of the
City.
V.fE FURTHER CERTIFY that we are now and were on the date of signing the
Bonds, the duly qualified and acting officers therein indicated, and duly authorized to execute the
same, and that the Finance Director of the City has been duly authorized to act as agent of the
City for purposes of authenticating the Bonds by one or more persons signing bonds on behalf of
the Bond Registrar, and we hereby ratify, confirm, and adopt our facsimile signatures on the
Bonds as the true and proper signatures for the execution thereof.
I 328095vl
we FURTHER CERTIFY that the Bonds have been in all respects duly executed
for delivery pursuant to authority conferred upon us as such officers; and no obligations other
than those above described have been issued pursuant to such authority, and that none of the
proceedings or records which have been certified to the purchasers of the Bonds or the attorneys
approving the same have been in any manner repealed, amended or changed, and that there has
been no change in the financial condition of the City, or of the facts affecting the Bonds, except
as shown by the proofs furnished.
WE FURTHER CERTIFY that the Official Statement prepared for the issuance of
the Bonds as of its date and the date hereof, did not and does not contain any untrue statement of
material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
WE FURTHER CERTIFY that there is no litigation pending or, to our
knowledge, threatened questioning the organization orboundaries of the City, or the right of any
of us to our respective offices, or in any manner questioning our right and power to execute and
deliver the Bonds, or otherwise questioning the validity of the Bonds orthe levy of taxes or the
pledge of special assessments for the payment of the Bonds and the interest thereon.
WITNESS our hands and seal of said City this _ day of October, 2001.
Mayor
Manager
Finance Director
(SEAL)
13:!8095vl
2
FINANCE DIRECTOR'S RECEIPT
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRlOR LA..K.E
I, the undersigned, being the duly qualified and acting Finance Director of the
Citv ofPnor Lake, Scott County, Minnesota, DO HEREBY CERTIFY AND ACKNOWLEDGE
.-
that on the _ day of October, 2001, I received from Juran & Moody, a division of Miller
Johnson Steichen Kinnard, Inc., the purchaser of $1 ,035,000 General Obligation Improvement
Bonds of 200 1, dated October 1, 2001 as the date of original issue, the purchase price thereof,
which purchase price is as follows:
Par Value
$1,035,000.00
Discount
(
).
Suptotal
$
Accrued interest from
October 1,2001 to date
hereof
TOTAL
$
and I did thereupon deliver said Bonds to said purchaser.
WITNESS my hand as Finance Director and seal of said City this _ day of
October, 2001.
Finance Director
(SEAL)
\328095vl
CITY OF PRIOR LAKE
MINNESOT A
$1,035,000 GENERAl. OBLIGATION IMPROVEMENT
BONDS OF 2001
NONARBITRA.GE CERTIFICATE
The undersigned are the duly qualified and acting Mayor, Manager and Finance
Director of the City of Prior Lake, Scott County, Minnesota (the "City" or "Issuer"), charged,
either alone.or with others, with the responsibility of issuing the Issuer's $1,035,000 General
Obligation Improvement Bonds of 2001, dated October 1,2001, as the date of original issue (the
"Bonds"). This Certificate is being executed in accordance with the income tax regulations
relating to arbitrage bonds (the "Regulations") and may be relied upon as a certification under
Section 1.148-2(b)(2) of the Regulations under Section 148 of the Internal Revenue Code of
1986, as amended (the "Code"). The undersigned, having made an investigation of the facts,
circumstances and estimates pertaining to and in connection with the Bonds, hereby certify and
reasonably expect as follows with respect to the Bonds:
1. Purpose; Statement. The proceeds of the Bonds will be used to finance the
construction of various improvements in the City (hereinafter referred to as the "Improvements").
As ofthe date hereof, all of the representations and statements of fact contained in the resolution
adopted by the City Council on September 24,2001 (the "Resolution"), relating to the Bonds are
true and correct, and nothing has occurred between said date and the date hereof to cause any
expectation or covenant stated in the Resolution to become unlikely or impos~ible of occurrence
or performance, unreasonable or otherwise invalid.
2. Proceeds and Uses. The Bonds were delivered and paid for on the date of
this Certificate. The total sale proceeds received on the sale of the Bonds (i.e. the issue price of
the Bonds or the offering price of the Bonds to the public) is ($ ), which together
with accrued interest ($ ) and eamingsthereon estimated to amount to
$ , do not exceed the total of:
(i) $ , the estimated total financeable costs of acquisition and
betterment of the Improvements (excluding items (ii) and (iii) below);
(ii) $ , the expenses anticipated to be incurred in connection with
the issuance of the Bonds, including Underwriting Compensation as defined below; and
(iii) $
of accrued interest.
"Underv'!riting Compensation" is the difference between the amount paid by the
underwriter in purchasing the Bonds from the Issuer and. the amount of the issue price or
reoffering price of the Bonds to the public.
3. Governmental Purposes: No Over-issuance. The stated purposes of the
Bonds are governmental purposes within the meaning of applicable law and regulations. The
"Sale Proceeds" ofthe Bonds (i.e., the issue price of the Bonds less accrued interest), less any
amounts used to pay issuance expenses, together with estimated eamings thereon, will not
1328095vl
. ......-'...........--...-'.T-'....--..---........-.'
exceed the estimated dollar cost of financing and constructing the Improvements less all other
funds to be expended for paying such costs.
4. Fund and Accounts. The Bonds are payable from the Issuer's General
Obligation Improvement Bonds of 2001 Fund (the "Fund"), which Fund contains the following
accounts: a Construction Account (for the construction of the Improvements), and a Debt Service
Account (for payment of debt service on the Bonds).
5. Construction Account: Time Test; Due DiliS!ence Test: Expenditure Test.
(a) Costs of Construction and Issuance. The costs of constructing the Improvements
and issuing the Bonds will be paid from the Construction Account in the Fund. The Issuer
reasonably expects to satisfy the time test, the due diligence test and the expenditure test as set
forth below:
(i) Time Test. Substantial binding contracts or commitments for constructing the
Improvements obligating the expenditure of not less than $ (five percent (5%) of
the Net Sale Proceeds (as defined below) of the Bonds) have heretofore been entered into
or made or will be entered into or made within six (6) months from the date hereof. "Net
Sale Proceeds" is the issue price of the Bonds less the accmed interest and less any bond
proceeds deposited in any reserve fund or account. AU such contracts are, or will be,
binding obligations of the Issuer.
(ii) Due Diligence Test. The acquisition and constmction of the Improvements
and the allocation of the Net Sale Proceeds of the Bonds to expenditures has proceeded
and will continue to proceed with due diligence to completion. The Improvements are
estimated to be completed by
(iii) Expenditure Test. .Any contract or commitment for the construction of the
Improvements heretofore or hereafter executed has provided or will provide for the
acquisition and construction of the Improvements in less than three (3) years from the
date hereof; and proceeds of the Bonds in an amount equal to at least eighty-five percent
(85%) of the Net Sale Proceeds of the Bonds will be spent in paying the cost of the
acquisition and construction of the Improvements within three (3) years from the date
hereof.
(b) Costs of Issuance; Transfer. The costs of issuing the Bonds will be incurred and
paid within three (3) years from the date hereof. Any moneys remaining in the Construction
Account after completion of the Improvements and payment of the costs of issuing the Bonds
will be transferred to the Debt Service Account unless transferred to the fund of any other
improvement as authorized by law.
(c) Investments. The Issuer shall not invest amounts in the Construction Account at a
yield materially higher than the yield on the Bonds or in obligations exempt from federal income
taxation under Section I 03(a) of the Code if and to the extent moneys remain therein after the
earlier of (i) construction of the Improvements is complete or, (ii) three (3) years from the date
hereo f.
1328095vl
'I
6. Debt Service Account: Funding: Investment Covenants.
(a) The principal and interest on the Bonds are payable from the Debt Service
Account. The Issuer has covenanted that any sums from time to time held in the Construction
Account and the Debt Service Account (or any other account of the Issuer which will be used to
pay debt service on the Bonds) in excess of amounts which under then applicable federal
arbitrage regulations may be invested without regard to yield (after taking into account all
temporary periods) shall not be invested at a yield in excess of the applicable yield restrictions
imposed by said arbitrage regulations on such investments. Besides the Debt Service Account,
there is no other fund or account of cash or securities which the Issuer has set aside and expects
to invest or maintain at a yield greater than the yield on the Bonds for the purpose of paying debt
service on the Bonds.
(b) The Debt Service Account is both: (1) a bona fide debt service fund (within the
meaning of Section 1.148-1 (b) of the Regulations) which achieves a proper matching of revenues
and debt service in each Bond Year and is depleted at least once a Bond Year except for a
reasonable carryover amount not exceeding the greater of the earnings on the Debt Service
Account for the immediately preceding Bond Year or one-twelfth (1/12th) of annual debt service
on the Bonds for. the immediately preceding Bond Year, and (2) a sinking fund (within the
meaning of Section 1.148-1 (c )(2) of the Regulations), and each such function shall be treated for
the purposes hereof as if it occurred in a separate account. Amounts deposited in the Debt
. Service Account which are to be used to pay debt service on ~he Bonds within thirteen (13)
months of their receipt will be invested without regard to yield and receipts in the Debt Service
Account which will not be used to pay debt service on the Bonds within thirteen (13) months of
their receipt will be invested without regard to yield to the extent they do not exceed the "minor
portion" of$ , which is an amount equal to the lesser of$100,000 or 5% Of the Sale
Proceeds of the Bonds. All receipts in the Debt Service Account may be invested without regard
to yield for a temporary period of thirty (30) days from receipt, and investment earnings on such
sums may be invested without regard to yield fora longer temporary period of one (1) year from
receipt. Amounts not entitled to a temporary period or within said minor portion will not be
invested at a yield which is materially higher than the yield on the Bonds, or will be invested
without regard to yield in obligations which are exempt from federal income taxation under
Section 103(a) of the Code and which are not "specified private activity bonds" within the
meaning of Section 57(a)(5)(C) of the Code.
7. No Other Facts. To the best of the knowledge and belief of the
undersigned, there are no other facts, estimates or circumstances which would materially change
the foregoing facts and conclusions.
8. Yield Detern1ination; Materially Higher. The yield on the Bonds is based
on the issue price of the Bonds being the initial offering price to the public (excluding bond
houses and brokers) at which a substantial amount (at least 10%) of each maturity of the Bond
was sold. On the date hereof, the yield of the Bonds has been calculated to be %;
tius yield on the Bonds will be recalculated if and as required by the Code or the Regulations. A
"materially lugher" yield is defined at Section 1.148-2( d)(2) of the Regulations and is generally
one-eighth of one percent (0.125%).
9. Rebate. The Issuer is a small issuer not subj ect to the rebate requirement
imposed by Section 148(f) of the Code by reason of issuing (together with all subordinate
1328095vl 3
entities thereof, and all entities treated as one with the Issuer) less than $5,000,000 of tax-exempt
governmental obligations during the calendar year as provIded in Section 148(f)(4)(D) of the
Code.
10. Intentional Acts. The Issuer shall not intentionally use any portion of the
proceeds of the Bonds directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments except to the
extent such investments would not have caused the Bonds to be arbitrage bonds ifreasonably
expected on the date hereof,
11. Basis For Expectations. The facts and estimates on which the foregoino
~ <=>
expectations are based are (a) the documents included in the "Bond Transcript" prepared for the
Bond Closing, (b) all engineering and architectural estimates, drawings, reports and plans and
specifications heretofore furnished the Issuer with respect to the Improvements, (c) all contracts,
if any, heretofore executed for the acquisition and construction of the Improvements, (d) all
expenditures which were heretofore made by the Issuer for the acquisition and construction of
the Improvements and which are to be reimbursed out of the proceeds of the Bonds, and (e) such
other facts and estimates, if any, as may be set forth in an Exhibit A attached hereto.
12. Not Abusive Transaction. No device is employed in connection with the
issuance of the Bonds to exploit the difference between tax-exempt and taxable interest rates to
obtain a material financial advantage (apart from savings attributable to lower interest rates) and
overburdening the tax-exempt bond market.
13, Familiaritv; Conclusion. We are generally familiar withthe requirements
of the Regulations, and nothing has been called to our attention to cause us to believe that the
proceeds of the Bonds will be used in a manner which would cause the Bonds to be arbitrage
bonds within the meaning of Section 148 of the Code.
WITNESS our hands and seal of said City this _ day of October, 2001.
CITY OF PRIOR Lr\KE, MINNESOTA
Mayor
Manager
(SEAL)
Finance Director
l328095vl
4
CITY OF PRlOR LAJZE, MINNESOTA
$1,035,000 GENER..A.L OBLIGATION IMPROVEMENT
BONDS OF 2001
I, Ralph Teschner, DO HEREBY CERTIFY that I am the duly qualified and acting
Finance Director of the City of Prior Lake, Minnesota, and as such official DO HEREBY
FURTHER CERTIFY as follows:
1. I am the official charged with the responsibility of acting as Bond Registrar for,
and authenticating and registering the ownership and transfer of, the $1,035,000 General
Obligation Improvement Bonds of 200 1 of the City of Prior Lake, Minnesota.
2. On the date hereof I have authenticated and registered eac11 of said Bonds
delivered this day.
3. The CUSIP number for the final maturity of the Bonds is
4. Attached hereto is a true and correct copy of my Bond Register for said Bonds.
IN WITNESS WHEREOf I have set forth my hand this _ day of October, 2001.
Finance Director
1328095vl
BOND REGISTER
$1,035,000 GENERf\L OBLIGATION IMPROVEMENT
B01',mS OF 2001
OF THE
CITY OF PRlOR LAKE, MINNESOTA
This Bond Register is maintained for the above Issue by the Finance Director of the City
of Prior Lake, Minnesota, as Bond Registrar. The ownership of the Bonds of the above Issue and
the interest accruing thereon is registered on the books of the City of Prior Lake, Minnesota, in
the names of the holders noted below. "Notations of Interest" may include cancellation, date of
cancellation, date of transfer, numbered bond replacing, amount after partial prepayment, etc.
Signature
Bond Maturity Prmcipal Date of Name and Address of Finance Notations
Number Date Amount RegIstratIOn of Reg1Slered Owner D,rector of Imerest
~ 12-] -02 $] 00,000 10-1-01" Cede & Co.
P.O Box 222
Bowling Green Station
55 Water Street
New York, NY 10274
Alln: Reorganization Dept.
~ 12-1-03 $ I 00,000 10-1-01" Cede & Co.
(See R-l above
for address)
~ 12-1-04 $100,000 10-1-0] " Cede & Co.
(See R-1 above
for address)
~ .12-]-05 $100,000 I 0-1 -0 I " Cede & Co.
(See R-1 above
for address)
rw-- 12-1-06 $100,000 ] 0+01' Cede & Co.
(See R-] above
for address)
~ ]2-1-07 $100,000 10-1-01 ' Cede & Co.
(See R-] above
for address)
~ 12-1-08 $100,000 10-1-01' Cede & Co.
(See R-l above
for address)
~ 12-1-09 $100,000 10-1-01' Cede & Co.
(See R-l above
for address)
~ 12-1-]0 $100,000 10-1-01' Cede & Co.
(See R-I above
for address)
p::j'() ] 2-1-1 I $100,000 10-I-OJ' Cede & Co.
(See R-l above
for address)
Additional NotatIOns:
*Actual Date was date of delivery, 10- -01
-
1328095vl
Bond
Number
Maturity
Date
AdditIOnal Notations:
1328095vl
BOND REGISTER
Paae
;:, -
$1,035,000 GENERAL OBLIGATION IMPROVEMENT
BONDS OF 2001
PrinClpal
Amount
Date of
Registration
Name and Address
of RegIstered Owner
2
Signature
of Finance
Di rec tor
Notations
of Interest
CITY OF PRlOR Li\KE
MINNESOTA
$1,035,000 GENERAL OBLIGATION IMPROVEMENT
BONDS OF 2001
CERTIFICATE OF PURCHASER
I, , do hereby certify that I am the duly qualified and
acting Vice President of Juran & Moody, a division of Miller Johnson Steichen Kinnard, Inc., in
St. Paul, Minnesota (the "Purchaser"), and as such officer I do hereby further certify as follows:
1. The Purchaser is purchasing on the date hereof$1,035,OOO General Obligation
Improvement Bonds of2001 (the "Bonds") of the City ofPnor Lake, Minnesota (the "Issuer").
2. The Purchaser understands the Internal Revenue Code of 1986 as amended (the
"Code") requires that the yield on the Bonds be detennined on the basis of the issue price which
generally has the meaning provided in Sections 1273 or 1274 of the Code.
3. The Purchaser understands that "issue price" is generally defined as "the initial
offering price to the public (excluding bond houses, brokers, and similar persons acting in the
capacity of an underwriter or wholesaler) at which price a substantial amount of such debt
instruments was sold" such price to be determined separately for bonds that are not substantially
identical. For this purpose, a substantial amount of substantially identical bonds shall mean at
least ten percent (10%) of each matUlity of the Bonds. The Purchaser understands that to the
extent bonds are offered for sale to the general public pursuant to a bona fide public offer, the
applicable federal arbitrage regulations pennit the initial public offering price to be established
based on reasonable expectations at the time of sale. With respect to the Bonds, the aggregate
issue price of the Bonds, including accrued interest, is $
4. Based upon records and other infOlmation available to us which we have no
reason to believe is not correct:
(a) All of the Bonds have been offered for sale pursuant to a bona fide initial
offering to the public (excluding bond houses, brokers or similar persons or organizations
acting in the capacity of underwriter or wholesaler) at the issue price for each maturity as
shown on Exhibit A attached hereto.
(b) At the time we agreed to purchase the Bonds, based upon the then
prevailing market conditions, we had no reason to believe that any of the Bonds would be
initially sold to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwliter or wholesaler) at a price greater than
the price, or a yield less than the yield, shown on Exhibit A attached hereto.
5. The following infoTI11ation is true and COITect to the best of our knowledge in
reliance upon certain information provided to us by the Issuer for the exclusive purpose of
completing and filing on a timely basis I.R.S. Informational Statement (Form 8038-G) for the
Bonds issued by the Issuer:
1328095vl
(a) The Issuer's address, including zip code, is Prior Lake City Hall, 16200
Eagle Creek Avenue Southeast, Prior Lake, Minnesota 55372-1714.
(b)
6005469.
The Issuer's federal employer identification number (EIN) is: 41-
(c) The Issuer has directed that the report number for the Form 8038-G for the
Bonds, which is consecutive based on the filing date (not the date of issue), be identified
as sequence number
(d) The weighted average maturity based on the issue price of each maturity
of the Bonds and from their date of issue (not based on the face amount of the Bonds or
from their dated date) is years.
6, This certificate is given as a representation of the Purchaser, and may be relied
upon by the Issuer.
In Witness Vlhereof, I have set my hand this _ day of October,2001.
JUAAN & MOODY, a division of Miller Johnson
Steichen Kinnard, Inc.
By
Its Vice President
1328095v]
J
Initial Offering Price*
(Exclusive of
Accrued Interest)
Maturity
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
SUBTOTAL $
PLUS ACCRUED
n-nERES T* *
ISSUE PRlCE*
(AGGREGATE) $
EXHIBIT A
*Issue Price is the price to customers, and includes accrued interest.
** Assuming deliveries to customers on the date of delivery to the Purchaser by the Issuer.
lJ28095vl
A-I
DISCUSSION:
H:\BUDGETIOl prelimrpt(2).DOC
STAFF AGENDA REPORT
SEPTEMBER 24, 2001
4
RALPH TESCHNER, FINANCE DIRECTOR
CONSIDER APPROVAL OP A RESOLUTION AMENDING
RESOLUTION 01-103 CERTIFYING PROPOSED 2002 CITY OF
PRIOR LAKE PROPERTY TAX LEVY TO SCOTT COUNTY
DEPARTMENT OP TAXATION
Staff is requesting the City Council to consider amending the City's
proposed tax levy to increase the street overlay allocation within
the General Fund budget from $50,000 to $100,000 to accelerate
the upgrade of those residential streets that are to be identified by
our pavement management program. The actual property tax levy
increase neeoi': to in~rease hy on 1)' ~?r-; ,cWO hP,..<ll1"P thP "rp{'.;~
'levies associated with the Pro To .
rovement bonds can be reduced by $14,000 and $10,000
-r~y-:-
,,,~,"".~ ..'.,.,.,;,,""...._.......'...-.....
'''History:
The Council approved Resolution 01-103 Certifying Proposed 2002
City of Prior Lake Tax Levy To Scott County Department of Taxation on
September 4, 2001. Subsequent to this certification, Staff has
received a clarification from Rich Gardner of the State Department
of Revenue that the only provision of the Truth-in- Taxation
legislation that was suspended for this year was the public hearing
requirement and that the proposed property tax levy indeed
represents a maximum amount that can be ultimately levied in
December of this year.
Because this was not clear at the time of staffs discussion with the
State regarding levy limitations, Rich Gardner has suggested that
since the City met the original certification timeline that we could
file an amended property tax levy subject to county approval. Scott
County has indicated that they would accept an amended property
tax certification since the last jurisdictional deadline is for school
districts to file by September 30th and therefore they cannot
proceed to calculate property tax rates until then.
Current Circumstances:
Prom Staffs perspective amending the property tax levy would
give us the increased flexibility to consider moving forward on a
more aggressive approach with our street overly program.
Changing the proposed property tax levy at this time does not tie
the Council into a final levy amount. The Council can further
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
consider the merits of the proposed increase in December and can
either reaffirm the 2002 property tax levy as initially considered or
adopt the higher property tax amount.
IMPACT TO TAXPAYERS: Original property tax calculations estimated a property tax of
$815.56 on an $189,875 market value home, which approximates
the average market value house in Prior Lake. This represented
about a 6.28% increase in city property taxes from 2001 to 2002~ A
$26,000 increase in the property tax levy would add $4.53 to the
homeowner's tax bill in 2002 and bring the percentage to 6,87%.
.:;a-
ALTERNATIVES: The following alternatives are available to the City Council:
1. Approve Resolution 01-XX as submitted,
2. Amend Resolution Ol-XX to an amount determined by the City
Council.
3. Take no action.
RECOMMENDED
MOTION:
approval of Resolution 01-XX Amending
tifying Proposed 2002 City of Prior Lake
cott County Department of Taxation.
REVIEWED BY:
Attachments:
Amending Resolution 01-103 Certifying
Propos 002 City of Prior Lake Property Tax Levy to Scott
County Department of Taxation.
H.IBUDGETIOl prclimrpt(2).DOC
RESOLUTION 01-XX
RESOLUTION AMENDING RESOLUTION 01-103 CERTIFYING
PROPOSED 2002CITY OF PRIOR LAKE PROPERTY TAX LEVY TO
SCOTT COUNTY DEPARTMENT OF TAXATION
MOTION BY: SECOND BY:
WHEREAS, Truth in taxation provisions as specified by state statute requires the Prior Lake City
Council to certify a proposed property tax levy to the Scott County Department of
Taxation; and
WHEREAS, The City Council of the City of Prior Lake antIcIpates a 2002 General Fund
Operating Budget increase of approximately 7.28% which would amount to
$7,656,703.00, exclusive of enterprise fund expenditures, and subject to approval by
the City Council at its budget adoption proceeding scheduled for December 3; and
WHEREAS, The total proposed property tax levy approved has been determined to be
$5,520,913.00; and
WHEREAS, The City of Prior Lake hereby certifies that the levy certification rate will increase
for payable 2002 property taxes; and
WHEREAS, The proposed City of Prior Lake property tax levy for the year payable 2002
represents an increase of 16.75%; and
WHEREAS, The City Council will consider the 2002 General Operating Budget and the Final \
2002 Property Tax Levy during its regularly scheduled council meeting on Monday /
December 3, 2001. /
/
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, that the I
proposed tax levy be distributed upon the taxable property in said City for the following purposes in
payable 2002:
Purpose
Amount
* For General City Purposes $3,988,233.00
* Revolving Equipment Fund $250,000.00
* G,O. Improvement Bonds '94 (Prior South) $57,000.00
* G.O, Improvement Bonds '95 (Ridgemont) $95,000,00
* G.O. Improvement Bonds '96 (Northwood) $57,000,00
* G.O, Improvement Bonds '97 (Pike Lake) $78,000,00
* G.O. Improvement Bonds '98 (Duluth) $73,000.00
* G.O. Improvement Bonds '99 (Candy Cove) $77,000.00
* G.O. Improvement Bonds '00 (Oak Ridge) $72,000.00
16200 Eagle Creek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (952) 447-4230 / Fax (952) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
H: \BUDGEn02brprcs( amended).DOC
*
G.O. Improvement Bonds '01 (Frog Town)
Fire Hall Referendum Bonds '93
Park Referendum Bonds '97
$58,000.00
$150,540.00
$565,140,00
Total... $5,520,913.00
**
**
Note: Single starred funds shall be spread over the entire consolidated City of Prior Lake.
Note: Double starred funds represent market value based referendum taxes and shall be spread over the
entire consolidated City of Prior Lake,
Note: All other bond issues have sufficient fund balances to cover debt requirements.
Passed and adopted this 24th day of September 2001.
YES
NO
Mader
Ericson
Gundlach
Petersen
Zieska
Mader
Ericson
Gundlach
Petersen
Zieska
{Seal}
City Manager
City of Prior Lake
H: IBUDGETl02brpres( amended).DOC
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
PRIOR LAKE, MINNESOTA
HELD: September 24,2001
" ~~
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Pursuant to due call and notice thereof, a regular mg of the Cit Council of
the City of Prior Lake, Scott County, Minnesot} was duly held the Fire Hall i id City on
Monday, the 24th day of September, 2001, at..s.- o'clock~.M" , in part, of
authorizing the issuance of, and awarding the sale of, $1,035,000 General Obligation
Improvement Bonds of2001 of the City.
The following members were present:
< \1\
VI \
and the following were absent:
Member
introduced the following resolution and moved its adoption:
Resolution Number 01-
RESOLUTION PROVIDING FOR ISSUANCE AND SALE
OF $1,035,000 GENERAL OBLIGATION
lMPROVEMENT BONDS OF 2001, AND
LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the
"Citi'), has heretofore determined and declared that it is necessary and expedient to issue
$1,035,000 General Obligation Improvement Bonds of2001 (the "Bonds") of the City, pursuant
to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various
improvements in the City (the "Improvements"); and
B. WHEREAS, the Improvements and all their components have been
ordered prior to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
E. 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:
132809Svl
,.,
1. Acceptance of Offer. The offer of Juran an 0, division of Miller
Johnson Steichen Kinnard, Inc. (the "Purchaser"), to pur s e Bonds ofth City (or
individually, a "Bond"), in accordance with the terms e t Ished therefor and at the rates of
interest hereinafter set forth, and to pay therefor the su of $1.014.714.00 , plus terest accrued
to settlement, is hereby accepted.
2. Bond Terms.
(a) Title: Original Issue Date: Denominations: Maturities: Term Bond Option.
The Bonds shall be titled "General Obligation Improvement Bonds of2001", shall be dated
October 1, 2001, as the date of original issue and shall be issued forthwith on or after such date
as fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination
of $5,000 each or in any integral multiple thereof of a single maturity (the II Authorized
Denominations"). The Bonds shall mature on December 1 in1he years and amounts as follows:
Year
Amount
2002-2010
2011
$100,000
135,000
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 ofthe applicable Bonds(s).
(b) Book Entry Only System. The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York or any of its
successors or its successors to its functions hereunder (the "Depository") will act as securities
depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period "), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
132809Svl
2
\
"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 ofthe 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 hereof,
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.
1328095vl
3
(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.
(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 as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book-Entry Only System. Discontinuance ofa 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 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(ill) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations
are incorporated herein by reference and made a part of this 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.
132809Svl
4
'.
"
I'
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3. Purpose. The Bonds shall provide funds to finance the Improvements.
The total cost of the Improvements, which shall include all costs enumerated in Minnesota
Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on
the Improvements shall proceed with due diligence to completion. The City covenants that it
shall do all things and perform all acts required of it to assure that work on the Improvements
proceeds with due diligence to completion and that any and all permits and studies required
under law for the Improvements are obtained.
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, 2002,
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:
5, No Redemptioo. The Bonds shall not be subject to redemptioo and "J..
prepayment prior to their stated maturity dates, I "
Maturity Interest Maturity Interest
Year Rate Year Rate
2002 2.50% 2007 3.70%
2003 2.75 2008 3.90
2004 3.00 2009 4.00
2005 3.30 2010 4.15
2006 3.50 2011 4.25
6. Bond Registrar. The Finance Director ofthe City 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 of this resolution.
7. Form of Bond. The Bonds, together with the Bond Registrars Certificate
of Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
1328095vl
5
~TEDSTATESOFAMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R-
$
GENERAL OBLIGATION IMPROVEMENT BOND OF 2001
%
MATURITY
DATE
DECEMBER 1, 20
DATE OF
ORIGINAL ISSUE
OCTOBER 1, 2001
CUSIP
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that 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 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, 2002, 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 the Finance
Director ofthe Issuer (the "Bond Registrarll), 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 "Holderll
or "Bondholderll) 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 Datell). 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 Datell) 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-
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entry only system pursuant to the Resolution, Bonds may only be registered in the name of
the Depository or its Nominee.]*
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, wmCH PROVISIONS SHALL
FOR ALL PURPOSES HA VB THE SAME EFFECT AS IF SET FORTH HERE.
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
petformed, precedent to and in the issuance of this Bond, have been done, have happened and
have been petformed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts ofthe Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness,
IN WITNESS WHEREOF, the City of 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.
*
Include only until termination of the book-entry only system under paragraph 2 hereof.
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. ._.- --1-..-.---.....
Date of Registration:
Registrable by: THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
Payable at: OFFICE OF THE FINANCE
DIRECTOR OF THE CITY OF PRIOR
LAKE, MINNESOTA
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
/s/ Facsimile
Manager
THE CITY OF PRIOR LAKE, MINNESOTA
Bond Registrar
By
Authorized Signature
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ON REVERSE OF BOND
No Redemption. The Bonds of this issue (the "Bonds") are not subject to
redemption and prepayment prior to their stated maturity dates.
Issuance: Purpose: General Obligation. This Bond is one of an issue in the total
principal amount of $1,035,000, all oflike 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 ofthe State of Minnesota and pursuant to a resolution adopted by the City
Council of the Issuer on September 24,2001 (the "Resolution"), for the purpose of providing
money to finance the construction of various improvements within the jurisdiction of the Issuer.
This Bond is payable out of the General Obligation Improvement Bonds of2001 Fund of the
Issuer. 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 h?-ve been and are hereby
irrevocably pledged.
Denominations: Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in Authorized Denominations (as defined in the Resolution) and are
exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in the manner and
subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
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 ofthis 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 (except as otherwise provided on the reverse side hereof 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.
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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.
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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 - as tenants in common
TEN ENT - as tenants by the entireties
IT 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.
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T' _._......_....._~
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
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8. Execution: Temporary Bonds. The Bonds shall be printed (or, at the
request of the Purchaser, typewritten) and 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, however,
that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied)
facsimile; and provided further that both of such signatures may be printed (or, at the request of
the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or other absence of either such officer,
the Bonds may be signed by the manual or facsimile signature of that officer who may act on
behalf of such absent or disabled officer. In case either such 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, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he or she had remained in office until delivery. The City may elect to deliver, in
lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the
form set forth above, with such changes as may be necessary to reflect more than one maturity in
a single temporary bond. Such temporary bonds may be executed with photocopied facsimile
signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the
definitive bonds and the execution thereof, be exchanged therefor and canceled.
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,
which date is October 1, 2001. 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 oftransfers 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
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.. ...._.. --.,-... .-.-. .
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.
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 carry all 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 (15th) 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 (10) 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 above) 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.
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14. Delivery: Application of Proceeds. The Bonds when so prepared and
executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase
price, and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts, There is hereby created a special fund to be
designated the "General Obligation Improvement Bonds of2001 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
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 two (2) separate accounts, to be
designated the "Construction Account" and "Debt Service Account", respectively.
(a) Construction Account. To the Construction Account there shall be
credited the proceeds of the sale of the Bonds, less accrued interest received thereon, plus any
special assessments levied with respect to the Improvements ~d collected prior to completion of
the Improvements and payment of the costs thereof. From the Construction Account there shall
be paid all costs and expenses of making the Improvements listed in paragraph 16, including the
cost of any construction contracts heretofore let and all other costs incurred and to be incurred of
the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall
be used for no other purpose except as otherwise provided by law; provided that the proceeds of
the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes or special assessments herein levied
or covenanted to be levied; and provided further that if upon completion of the Improvements
there shall remain any unexpended balance in the Construction Account, the balance (other than
any special assessments) may be transferred by the Council to the fund of any other
improvement instituted pursuant to Minnesota Statutes, Chapter 429, and provided further that
any special assessments credited to the Construction Account shall only be applied towards
payment of the costs of the Improvements upon adoption of a resolution by the City Council
determining that the application of the special assessments for such purpose will not cause the
City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (i) all collections of special
assessments herein covenanted to be levied with respect to the Improvements and either initially
credited to the Construction Account and not already spent as permitted above and required to
pay any principal and interest due on the Bonds or collected subsequent to the completion of the
Improvements and payment of the costs thereof; (ii) all accrued interest received upon delivery
of the Bonds; (iii) any collections of all taxes herein or hereafter levied for the payment of the
Bonds and interest thereon; (iv) all funds remaining in the Construction Account after
completion of the Improvements and payment of the costs thereof, not so transferred to the
account of another improvement; (v) all investment earnings on funds held in the Debt Service
Account; and (vi) 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 Debt Service Account shall be
used solely to pay the principal and interest and any premiums for redemption of the Bonds and
any other general obligation bonds of the City hereafter issued by the City and made payable
from said account as provided by law.
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
1328095vl 15
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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 offive percent (5%) 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
Construction Account or 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 said
arbitrage regulations on such investments after taking into account any applicable IItemporary
periodsll or llminor portionll 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 IIfederally guaranteedll within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Assessments. It is hereby determined that no less than twenty percent
(20%) of the cost to the City of each Improvement financed hereunder within the meaning of
Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be
levied against every assessable lot, piece and parcel ofland benefitted by any of the
Improvements. The City hereby covenants and agrees that it will let all construction contracts
not heretofore let within one (1) year after ordering each Improvement financed hereunder unless
the resolution ordering the Improvement specifies a different time limit for the letting of
construction contracts. The City hereby further covenants and agrees that it will do and perform
as soon as they may be done all acts and things necessary for the final and valid levy of such
special assessments, and in the event that any such assessment be at any time held invalid with
respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the City Councilor any of the City officers or
employees, either in the making of the assessments or in the performance of any condition
precedent thereto, the City and the City Council will forthwith do all further acts and take all
further proceedings as may be required by law to make the assessments a valid and binding lien
upon such property. The special assessments have not heretofore been authorized, and
accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3, the special
assessments are hereby authorized. Subject to such adjustments as are required by the conditions
in existence at the time the assessments are levied, it is hereby determined that the 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 assessments at a rate per
annum not greater than the maximum permitted by law and not less than the rate per annum set
forth opposite the collection years specified below:
Improvement
Designation
2001 Improvement Project
Amount
$518,000
Levy Years
2001-2010
Collection
Years
2002-2011
Rate
8.00%
At the time the assessments are in fact levied the City Council shall, based on the
then-current estimated collections of the assessments, make any adjustments in any ad valorem
taxes required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
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,~
17. Tax Levy: Coverage 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:
Year of Tax Year of Tax
l&Yy Collection Amount
2001 2002 58,000
2002 2003 58,000
2003 2004 58,000
2004 2005 58,000
2005 2006 58,000
2006 2007 _ 58,000
2007 2008 58,000
2008 2009 58,000
2009 2010 58,000
2010 2011 58,000
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) 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.
18. 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.
19. Compliance With Reimbursement Bond Regulations. The provisions of
this paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the IIReimbursement Regulationsll) applicable to the
IIreimbursement proceeds II of the Bonds, being those portions thereof which will be used by the
132809Svl
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City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement
Expenditure, the City (or person designated to do so on behalf of the City) has made or will have
made a written declaration of the City's official intent (a "Declaration") which effectively (i)
states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of$100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of
issuance of the Bonds or any of the other types of expenditures described in Section 1.150-
2(d)(3) of the Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement
Regulations for each Reimbursement Expenditure shall and will be made forthwith following
(but not prior to) the issuance of the Bonds and in all events within the period ending on the date
which is the later of three years after payment of the Reimbursement Expenditure or one year
after the date on which the Project to which the Reimbursement Expenditure relates is first
placed in service.
(d) Each such reimbursement allocation will be made in a writing that
evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if
made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds
are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 19 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
20. 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 C'NRMSIR") and to the appropriate state information
132809Svl
18
depository ("SID"), if any, for the State of Minnesota, 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, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described in the Undertaking.
(d) The City agrees that its covenants pursuant to the Rule set forth in this
paragraph 20 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 with II Officers II 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,
21. General Obligation Pledge. 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.
22. Certificate of Registration. 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 he or she shall require, and to obtain the County Auditors
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.
23. 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
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affidavits, including any heretofore furnished, shall be deemed representations of the City as to
the facts recited therein.
24. Negative Covenant as to Use of Proceeds and Improvements, The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, 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.
25. 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
(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 othe! 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 (1) the Bonds are issued by a governmental unit with general taxing
powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net
proceeds of the Bonds are to be used for local governmental activities of the City (or ofa
governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4)
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(t)(4)(D) of the
Code.
26. Designation of Oualified 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
2001 will not exceed $10,000,000; and
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(e) not more than $10,000,000 of obligations issued by the City during this
calendar year 2001 have been designated for purposes of Section 265(b)(3) of the Code.
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.
27. 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.
28. 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 said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting 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 said City,
duly called and held on the date therein indicated, insofar as s~ch minutes relate to authorizing
the issuance of, and awarding the sale of, $1,035,000 General Obligation Improvement Bonds of
2001 of said City,
WITNESS my hand this 24th day of September, 2001.
Manager
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