HomeMy WebLinkAbout11-101 GO Bond, Series 2011aEXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF PRIOR LAKE, MINNESOTA
HELD: August 15, 2011
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Prior Lake, Scott County, Minnesota, was duly called and held at the City Hall on
August 15, 2011, at 7:00 P.M., for the purpose, in part, of authorizing the issuance and awarding
the sale of $ 3,240,000 General Obligation Bonds, Series 2011A.
The following members were present: Myser, Erickson, Hedbe rg, Keeney, Soukup
and the following were absent: None
Member Hedberg introduced the following resolution and moved its adoption:
RESOLUTION NO. 11 - 101
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $ 3,240,000 GENERAL
OBLIGATION BONDS, SERIES 2011A, PL EDGING FOR THE SECURITY THEREOF
SPECIAL ASSESSMENTS AND TAX INCREMENTS AND LEVYING A TAX FOR THE
PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City"),
hereby determines and declares that it is necessary and expedient to provide moneys for:
1. a current refunding of the City's $2,700,000 original principal amount of
General Obligation Improvement Bonds of 2004 dated June 1, 2004 (the "Prior
Improvement Bonds"); and
2. a crossover advance refunding of the City's $400,000 origi nal principal
amount of General Obligation Tax Increment Bonds of 2004 dated June 1, 2004 (the
"Prior Tax Increment Bonds"); and
3. the construction of various improvements in the City (the "2011
Improvements") pursuant to Minnesota Statutes, Chapter 429 and 475; and
4. street reconstruction projects (the "Street Reconstruction Improvements")
pursuant to Minnesota Statutes, Section 475.68, Subdivision 3b; and
B. WHEREAS, $825,000 of the principal amount of the Prior Improvement Bonds
which mature, or are subject to mandatory redemption, on and after December 1, 2012 are
callable on December 1, 2011 (the "Call Date") and on any date thereafter, at a price of par plus
accrued interest, as provided in the Resolution adopted by the City Council on May 3, 2004 (the
"Prior Improvement Bonds Resolution"), authorizing the issuance of the Prior Improvement
Bonds; and
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C. WHEREAS, $280,000 of the principal amount of the Prior Tax Increment Bonds
which mature, or are subject to mandatory redemption, on and after December 1, 2013, ar e
callable on December 1, 2012 (the "Crossover Date"), at a price of par plus accrued interest, as
provided in the Resolution adopted by the City Council on May 3, 2004, authorizing the issuance
of the Prior Tax Increment Bonds (the "Prior Tax Increment Bo nds Resolution" and together
with the Prior Improvement Bonds Resolution, the “Prior Resolutions”); and
D. WHEREAS, (i) the current refunding of the Prior Improvement Bonds (the
"Refunded Improvement Bonds"); and (ii) the crossover ad vance refunding of the Prior Tax
Increment Bonds (the "Refunded Tax Increment Bonds" and, together with the Refunded
Improvement Bonds, the "Refunded Bonds"), is consistent with covenants made with the holders
thereof, and is necessary and desirable for th e reduction of debt service cost to the City; and
E. WHEREAS, the Prior Tax Increment Bonds were issued pursuant to the
provisions of a Development Program and a Tax Increment Financing Plan (the "Plan") with
respect to Tax Increment Financing District No. 1 - 3 (the "Tax Increment District"), a
redevelopment district within Development District No. 1 (the "Development District"), to
provide funds which were expended within the Development District to finance certain capital
and administration costs consisting o f public infrastructure improvements related to the
Development District as set forth in the Plan and the tax increments derived from the Tax
Increment District (the "Prior Tax Increments") have been pledged to the payment of the Prior
Tax Increment Bonds; and
F. WHEREAS, the Street Reconstruction Improvements will be financed under the
City's Street Reconstruction Plan 2011 - 2015, adopted on June 21, 2010; following duly
published notice of hearing thereon, the Council held a public hearing on June 7, 2010 on the
plan and on the issuance of approximately $4,222,000 principal amount of bonds to finance the
Street Reconstruction Improvements for the years 2011 through 2015 and all persons who
wished to speak or provide written information relative to the public hearing were afforded an
opportunity to do so; and
G. WHEREAS, the City's net debt limit, calculated in accordance with the provisions
of Minnesota Statutes, Section 475.53, is $79,229,595 and, other than (i) the $475,000 principal
amount of the Bonds issued to finance the Street Reconstruction Improvements; (ii) the Tax
Levy Refunding Portion of the outstanding $7,570,000 original principal amount of the City's
General Obligation Refunding Bonds, Series 2005A, dated September 1, 2005, (iii) the
outstanding $3 ,700,000 original principal amount of the City's General Obligation Fire Hall
Bonds, Series 2006A, dated November 15, 2006, (iv) the outstanding $1,400,000 original
principal amount of the City's General Obligation Street Reconstruction Bonds, Series 2007B ,
dated May 15, 2007, (v) the outstanding $945,000 original principal amount of the City's General
Obligation Refunding Fire Station Bonds, Series 2008A, dated May 1, 2008, and (vi) the
outstanding $10,000,000 original principal amount of the EDA's Public Project Revenue Bonds,
Series 2005B, dated May 15, 2005, the City has no other bonds outstanding which count against
the net debt limit; and
H. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $ 3,240,000 Gen eral Obligation Bonds, Series 2011A (the "Bonds" or
individually, a "Bond"), pursuant to Minnesota Statutes, Chapter 475, to provide moneys for (i) a
current refunding of the Refunded Improvement Bonds; (ii) a crossover advance ref unding of the
Refunded Tax Increment Bonds; (iii) finance the 2011 Improvements in the City; and (iv)
finance Street Reconstruction Improvements in the City; and
I. WHEREAS, the City has retained Blue Rose Capital Advisors, Inc., in
Mi nneapolis, Minnesota, as its independent financial advisor for the sale of the Bonds, and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 473.60, Subdivision 2(9); and
J. WHEREAS, it is in the b est interests of the City that the Bonds be issued in book -
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Prior Lake,
Minnesota, as follows:
1. Acceptance of Offer . The offer of Northland Securities, Inc. (the "Purchaser"), to
purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth,
and to pay therefor the sum of $ 3,253,246.05 , plus interest accrued to settlement, is hereby
accepted.
2. Bond Terms .
(a) Original Issu e Date; Denominations; Maturities . The Bonds shall be dated
September 1, 2011, as the date of original issue, shall be issued forthwith on or after such date in
fully registered form, shall be numbered from R - 1 upward in the denomination of $5,000 each or
in any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall
mature on December 15 in the years and amounts as follows:
Year Amount Year Amount
2012 $ 485 ,000 2019 $245,000
2013 5 1 0,000 2020 245,000
2014 4 7 5,000 2021 250,000
2015 23 0 ,000 2022 25,000
2016 235,000 2023 30,000
2017 235,000 2024 30,000
2018 245,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only District . 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
ent ry 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 6 and 11 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 herein after 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 brok er, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (t he "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 P articipant 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 paymen t 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 certai n Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 11, referenc es to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book - entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book - entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book - entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be p rovided 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 s uch special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denominat ion as provided in paragraph 6
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 District . Discontinuance of a particular
Depository's services and termination of the book - entry only District 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
Dis trict 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 t he 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 what ever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 11. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 11, the Bonds will be delivere d to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 11.
(d) Letter of Representations . The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the res olution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Allocation . The aggregate principal amount of $8 20 ,000 maturing in each of the
years and amounts hereinafter set forth are issued to refund the Prior Improvement Bonds (the
"Prior Improvement Refunding Portion"). The aggregate principal amount of $290,000 maturing
in each of the years and amounts hereinafter set forth are issued to refund the Prior Tax
Increment Bonds (the "Prior Tax Increment Refunding Portion"). The aggregate principal
amount of $1,6 60 ,000 maturing in each of the years and amounts hereinafter set forth are issued
to finance the 2011 Improvements (the "Improvem ents Portion"). The aggregate principal
amount of $47 0 ,000 maturing in each of the years and amounts hereinafter set forth are issued to
finance the Street Reconstruction Improvements (the "Street Reconstruction Portion"):
Prior Prior Tax
Street
Improvement Increment
Improvements Reconstruction Total
Refundin g Refunding
Year Portion Portion Portion Portion Amount
2012 $29 0 ,000 $1 5 5,000 $4 0 ,000 $ 48 5,000
2013 2 85 ,000 $20,000 16 0 ,000 45,000 5 1 0,000
2014 2 45 ,000 25,000 16 0 ,000 45,000 4 7 5,000
2015 20,000 1 65 ,000 45,000 23 0 ,000
2016 20,000 170,000 45,000 235,000
2017 20,000 170,000 45,000 235,000
2018 25,000 170,000 50,000 245,000
2019 25,000 170,000 50,000 245,000
2020 25,000 170,000 50,000 245,000
2021 25,000 170,000 55,000 250,000
2022 25, 000 25,000
2023 30,000 30,000
2024 30,000 30,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particular portion of debt
ser vice) as provided in this paragraph. If the source of prepayment is the general fund of the
City, or other generally available source, the prepayment may be allocated to any of the portions
of debt service in such amounts as the City shall determine. If the source of a prepayment is
special assessments or taxes pledged to the Improvements Portion of the Bonds, the prepayment
shall be allocated to the Improvements Portion debt service. If the source of a prepayment is
taxes pledged to the Street Reconstru ction Portion of the Bonds, the prepayment shall be
allocated to the Street Reconstruction Portion debt service. If the source of a prepayment is Tax
Increments of the District pledged to the Prior Tax Increment Bonds, the prepayment shall be
allocated to the Prior Tax Increment Refunding Portion debt service.
4. Purpose; Refunding Findings . The Prior Improvement Refunding Portion of the
Bonds shall provide funds for (i) a current refunding of the Refunded Improvement Bonds (the
"Current Refundi ng"); (ii) the Prior Tax Increment Refunding Portion of the Bonds shall provide
funds for a crossover advance refunding of the Refunded Tax Increment Bonds (the "Crossover
Refunding" and, together with the Current Refunding, the "Refundings"); (iii) the Improvement
Portion of the Bonds shall provide funds to finance the 2011 Improvements (the "Improvements
Project"); and (iv) the Street Reconstruction Portion shall provide funds to finance the Street
Reconstruction Impr ovements (the "Street Reconstruction Project" and together with the
Improvement Project, the "Project"). It is hereby found, determined and declared that the
Refundings are pursuant to Minnesota Statutes, Section 475.67. With respect to the Refunded
Tax Increment Bonds, as of the Crossover Date there shall result a reduction in the present value
of the dollar amount of the debt service to the City from a total dollar amount of $ 352,412.87 for
the Prior Tax Increment Bonds to a total dollar amount of $ 325, 817.25 for the Prior Tax
Increment Refunding Portion of the Bonds computed in accordance with the provisions of
Minnesota Statutes, Section 475.67, Subdivision 12. The dollar amount of such present value of
the debt service for the Prior Tax Increment Ref unding Portion of the Bonds is lower by at least
three percent than the dollar amount of such present value of the debt service for the Prior Tax
Increment Bonds as required by Minnesota Statutes, Section 475.67, Subdivision 12. The total
cost of the Proj ect, which shall include all costs enumerated in Minnesota Statutes, Section
475.65, is estimated to be at least equal to the amount of the Improvements Portion and the Street
Reconstruction Portion of the Bonds. The City covenants that it shall do all th ings and perform
all acts required of it to assure that work on the Project proceeds with due diligence to
completion and that any and all permits and studies required under law for the Project are
obtained.
5. Interest . The Bonds shall bear interest payable semiannually on June 15 and
December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2012,
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 a s follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2012 1.80 % 2019 2.15 %
2013 1.80 2020 2.35
2014 1.80 2021 2.50
2015 1.80 2022 3.00
2016 1.80 2023 3.00
2017 1.80 2024 3.00
2018 2.00
6. Optional Redemption . All Bonds matur ing on December 15, 2017, and thereafter,
shall be subject to redemption and prepayment at the option of the City on December 15, 2016,
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, and the selection of the
amounts and maturities of the Bonds to be prepaid shall be at the discretion of the City. If only
part of the Bonds having a common maturity date are called for prepayment, the spe cific Bonds
to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty (30) days prior to
the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
R egistrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were as signed 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 red eemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's att orney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and o f any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
7. Bond Registrar . Northland Trust Services, Inc., in M inneapolis, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 13.
8. Form of Bond . The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
sub stantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R - _________ $_________
GENERAL OBLIGATION BOND, SERIES 2011A
Interest Rate Maturity Date Date of Original Issue CUSIP
December 15, September 1, 201 1
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The CITY OF PRIOR LAKE, Scott County, Minnesota (the "Issuer"), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for prepayment, and to pay interest thereon
semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date"),
co mmencing June 15, 2012, at the rate per annum specified above (calculated on the basis of a
360 - day year of twelve 30 - day months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from the date of original issue hereof. The principal of
and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the first day of the calendar month of such Inter est 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 busin ess 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 Recor d Date. The principal of and premium, if any, and interest on this Bond are
payable in lawful money of the United States of America. So long as this Bond is registered in
the name of the Depository or its Nominee as provided in the Resolution hereinafter described,
and as those terms are defined therein, payment of principal of, premium, if any, and interest on
this Bond and notice with respect thereto shall be made as provided in the Letter of
Representations, as defined in the Resolution, and surrender of this Bond shall not be required
for payment of the redemption price upon a partial redemption of this Bond. Until termination of
the book - entry only District pursuant to the Resolution, Bonds may only be registered in the
name of the Depository or its Nominee.
Optional Redemption . The Bonds of this issue (the "Bonds") maturing on December 15,
2017, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
December 15, 2016, and on any date thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in
part, the maturities and the principal amounts within each maturity to be redeemed shall be
determined by the Issuer; and if only part of the Bonds having a common maturity date are called
for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest th ereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected Holder of the Bonds prior to
the date fixed for redemption.
Prior to the date on which any Bond or Bonds ar e directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Issuance; Purpose; General Obligation . This Bond is one of an issue in the total prin cipal
amount of $ 3,240,000 (the "Bonds"), all of like date of original issue and tenor, except as to
number, maturity, interest rate, denomination and redemption privilege, issued pursuant to and in
full conformity with the Constitution and laws of the Sta te of Minnesota and pursuant to a
resolution adopted by the City Council on August 15, 2011 (the "Resolution"), for the purpose of
providing funds sufficient for current and crossover advance refundings of certain outstanding
general obligation bonds of th e Issuer and to provide funds for public improvements and street
reconstruction projects, all within the jurisdiction of the Issuer. This Bond is payable out of the
Escrow Account and the Debt Service Account of the Issuer's General Obligation Bonds, Seri es
2011A Fund. This Bond constitutes a general obligation of the Issuer, and to provide moneys for
the prompt and full payment of its principal, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the Iss uer have been and are hereby
irrevocably pledged.
Denominations; Exchange; Resolution . The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of oth er Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer . This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Reg istrar. 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 design ation), 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 paymen t 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 Reg istrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither
the Issuer nor the Bond Registr ar shall be affected by notice to the contrary.
Authentication . This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar .
Qualified Tax - Exempt Obligation . This Bond has been designated by the Issuer as a
"qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, con ditions 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, tim e 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 charter,
constitution al 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 s eal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: NORTHLAND TRUST
SERVICES, INC.
________________________
Payable at: NORTHLAND TRUST
SERVICES, INC.
BOND REGISTRAR'S
CERTIFICATE OF
CITY OF PRIOR LAKE,
AUTHENTICATION
SCOTT COUNTY, MINNESOTA
This Bond is one of the Bonds
described in the Resolution
/s/ Facsimile
mentioned within.
Mayor
NORTHLAND TRU ST SERVICES,
INC.
/s/ Facsimile
Minneapolis, Minnesota
Manager
Bond Registrar
By____________________
Authorized Signature
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 acco rding to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - _____________ as custodian for _____________
(Cust) (Minor)
under the _____________________ Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
___________________________________
ASSIGNMENT
For value received, the undersigned hereby sel ls, 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.
S ignature 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: ________________________________________
_________________________________ _______
________________________________________
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED
SIGNATURE
DATE AMOUNT OF HOLDER
9. Execution . The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In ca se either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
10. Authentication . No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
sig natures 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 deliverin g the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of
September 1, 2011. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been auth enticated and delivered under this resolution.
11. 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 prescr ibe, 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 Registra r, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 10) of, and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of any Author ized 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 des ignation.
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 Bon d Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled t o 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 Bond s 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 b e 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 s ufficient 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 agre ement.
12. Rights Upon Transfer or Exchange . Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
13. Interest Payment ; Record Date . Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the ad dress appearing thereon at the close of business on the first day of the calendar
month of 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. Notic e of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record
Date.
14. Treatment of Registered Owner . The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 13) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overd ue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
15. Delivery; Application of Proceeds . The Bonds when so prepared and executed
shall be delivered by the Manager to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof.
16. Funds and Accounts .
(a) There is hereby created a special fund to be designated the "General Obligation
Bonds, Series 2011A 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 ha ve been fully paid. There shall be
maintained in the Fund the following accounts:
(i) Payment Account . Proceeds of the Prior Improvement Refunding Portion
of the Bonds in the amount of $825,000 shall be deposited in the Payment Account. This
sum is sufficie nt to pay the principal of the Refunded Prior Improvement Bonds called
for redemption on the Call Date. Any monies remaining in the Payment Account after
payment of the Refunded Prior Improvement Bonds shall be transferred to the Refunded
Improvement Debt Service Subaccount. From the Payment Account the Finance Director
shall transfer to the paying agent for Refunded Prior Improvement Bonds and the paying
agent for Refunded Prior Improvement Bonds shall transfer the Prior Improvement
Refunding Portion of the Bond proceeds on the Call Date to the holders of Refunded
Prior Improvement Bonds.
(ii) Escrow Account . The Escrow Account is established for the Refunded
Tax Increment Bonds and the Prior Tax Increment Refunding Portion of the Bonds and
shall be maintaine d as an escrow account with Northland Trust Services, Inc. (the
"Escrow Agent"), in Minneapolis, Minnesota, which is a suitable financial institution
within or without the State. $ 311,772.67 in proceeds of the Bonds shall be received by
the Escrow Agent a nd applied to fund the Escrow Account or to pay costs of issuing the
Bonds. Proceeds of the Prior Tax Increment Refunding Portion of the Bonds less
proceeds used to pay costs of issuance or any portion of the Prior Tax Increment
Refunding Portion of Bond proceeds returned to the City are hereby irrevocably pledged
and appropriated to the Escrow Account, together with all investment earnings thereon.
The Escrow Account shall be invested in securities maturing or callable at the option of
the holder on such dates and bearing interest at such rates as shall be required to provide
sufficient funds, together with any cash or other funds retained in the Escrow Account,
(A) to pay when due the interest to accrue on the Prior Tax Increment Refunding Portion
of the Bonds to and including the Crossover Date and (B) to pay when called for
redemption on the Crossover Date, the principal amount of the Prior Tax Increment
Bonds. The Escrow Account shall be irrevocably appropriated to the payment of (A) all
interest on t he Prior Tax Increment Refunding Portion of the Bonds to and including the
Crossover Date and (B) the principal of the Refunded Tax Increment Bonds due by
reason of their call for redemption on the Crossover Date. The moneys in the Escrow
Account shall be used solely for the purposes herein set forth and for no other purpose,
except that any surplus in the Escrow Account may be remitted to the City, all in
accordance with the Escrow Agreement, by and between the City and Escrow Agent (the
"Escrow Agreement "), a form of which is on file in the office of the Manager. Any
moneys remitted to the City pursuant to the Escrow Agreement shall be deposited in the
Refunded Tax Increment Debt Service Subaccount.
(iii) Construction Account . To the Construction Account ther e shall be
credited the proceeds of the sale of the Improvement Portion and Street Reconstruction
Portion of the Bonds, less a pro rata share of all accrued interest received upon delivery
of the Bonds. From the Construction Account there shall be paid al l costs and expenses
of the Project, 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. Moneys in the Construction 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 spe cial assessments herein levied or
covenanted to be levied; and provided further that if upon completion of the Project there
shall remain any unexpended balance in the Construction Account, the balance (other
than special assessments) shall be transferred to the Improvements Project Debt Service
Subaccount and the Street Reconstruction Improvement Debt Service Subaccount, as
applicable, or 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 Project
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.
(iv) Debt Service Account . There shall be maintained the following separate
subaccounts in the Debt Service Account to be designated the "Refunded Improveme nt
Debt Service Subaccount", the "Refunded Tax Increment Debt Service Subaccount", the
"Improvement Debt Service Subaccount"; and the "Street Reconstruction Improvement
Debt Service Subaccount". There are hereby irrevocably appropriated and pledged to, and
there shall be credited to the separate subaccounts of the Debt Service Account:
(a) Refunded Improvement Debt Service Subaccount . To the Refunded
Improvement Debt Service Subaccount are hereby irrevocably appropriated, pledged to
and there shall be credited to: (1) $ 205.00 of accrued interest received on the Prior
Improvement Refunding Portion of the Bonds; (2) any uncollected special assessments
which were heretofore pledged for the payment of the Refunded Improvement Bonds and
are herein pledged to the pa yment of the Prior Improvement Refunding Portion of the
Bonds; (3) any taxes herein or hereafter levied for the payment of the Prior Improvement
Refunding Portion of the Bonds; (4) any balance remaining after the Call Date in the
Prior Improvement Bonds De bt Service Account created by the Prior Improvement
Bonds Resolution; (5) all investment earnings on funds in the Refunded Improvement
Debt Service Subaccount; and (6) any and all other moneys which are properly available
and are appropriated by the govern ing body of the City to the Refunded Improvement
Debt Service Subaccount. The amount of any surplus remaining in the Refunded
Improvement Debt Service Subaccount when the Prior Improvement Refunding Portion
and interest thereon are paid shall be used cons istent with Minnesota Statutes, Section
475.61, Subdivision 4.
(b) Refunded Tax Increment Debt Service Subaccount . To the Refunded Tax
Increment Debt Service Subaccount are hereby irrevocably appropriated, pledged to and
there shall be credited to: (1) any ba lance remaining after the Crossover date in the Prior
Tax Increment Bonds Debt Service Account created by the Prior Tax Increment Bonds
Resolution; (2) any uncollected Tax Increments from the Tax Increment District which
were heretofore pledged for the pay ment of the Prior Tax Increment Bonds and are herein
pledged to the payment of the Prior Tax Increment Refunding Portion of the Bonds; (3)
all investment earnings on funds in the Refunded Tax Increment Debt Service
Subaccount; (4) any taxes herein or herea fter levied for the payment of the Prior Tax
Increment Refunding Portion of the Bonds; (5) any sums remitted to the City pursuant to
the Escrow Agreement; and (6) any and all other moneys which are properly available
and are appropriated by the governing b ody of the City to the Refunded Tax Increment
Debt Service Subaccount. The amount of any surplus remaining in the Refunded Tax
Increment Debt Service Subaccount when the Prior Tax Increment Refunding Portion of
the Bonds and interest thereon are paid shal l be used consistent with Minnesota Statutes,
Section 475.61, Subdivision 4.
(c) Improvements Project Debt Service Subaccount . To the Improvements
Project Debt Service Subaccount there shall be credited: (1) collections of all special
assessments herein or h ereinafter levied for the payment of the Improvements Portion of
the Bonds and interest thereon; (2) any taxes herein or hereafter levied for the payment of
the Impr ovements Portion of the Bonds (3) a pro rata share of all accrued interest
received upon de livery of the Bonds; ( 4 ) a pro rata share of all funds remaining in the
Construction Account after completion of the Project and payment of the costs thereof;
( 5 ) all investment earnings on funds held in the Improvements Project Debt Service
Subaccount; an d ( 6 ) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Improvements Project Debt Service
Subaccount. The Improvements Project Debt Service Subaccount shall be used solely to
pay the princi pal and interest and any premium for redemption of the Improvements
Portion of the Bonds and any other general obligation bonds of the City hereafter issued
by the City and made payable from said subaccount as provided by law.
(d) Street Reconstruction Improve ments Debt Service Subaccount . To the
Street Reconstruction Improvements Project Debt Service Subaccount there shall be
credited: (1) collections of all taxes herein or hereinafter levied for the payment of the
Street Reconstruction Improvements Portion of the Bonds and interest thereon; (2) a pro
rata share of all accrued interest received upon delivery of the Bonds; (3) a pro rata share
of all funds remaining in the Construction Account after completion of the Project and
payment of the costs thereof; ( 4) all investment earnings on funds held in the Street
Reconstruction Improvements Project Debt Service Subaccount; and (5) any and all other
moneys which are properly available and are appropriated by the governing body of the
City to the Street Reconstru ction Improvements Project Debt Service Subaccount. The
Street Reconstruction Improvements Project Debt Service Subaccount shall be used
solely to pay the principal and interest and any premium for redemption of the Street
Reconstruction Improvements Port ion of the Bonds and any other general obligation
bonds of the City hereafter issued by the City and made payable from said subaccount as
provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yieldi ng investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in additio n to the above in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Debt Service
Account (or any other City account which wi ll be used to pay principal or interest to become due
on the Bonds), 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 r estrictions imposed by the arbitrage regulations on such investments after
taking into account any applicable "temporary periods" or "minor portion" made available under
the federal arbitrage regulations. Money in the Fund shall not be invested in obligat ions 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 Inte rnal Revenue Code of
1986, as amended (the "Code").
17. Covenants Relating to the Prior Improvement Refunding Portion of the Bonds .
(a) Special Assessments . The City has heretofore levied special assessments
pursuant to the Prior Improvement Bonds Resolution, whi ch were pledged to the payment of the
principal and interest on the Prior Improvement Bonds the uncollected special assessments for
the Prior Improvement Bonds are now pledged to the payment of principal and interest on the
Prior Improvement Refunding Port ion. The special assessments are such that if collected in full
they, together with estimated collections of taxes herein pledged for the payment of the Prior
Improvement Refunding Portion of the Bonds, will produce at least five percent in excess of the
amount needed to meet when due the principal and interest payments on the Prior Improvement
Refunding Portion of the Bonds. The special assessments were levied as provided below,
payable in equal, consecutive, annual installments, with general taxes for t he years shown below
and with interest on the declining balance of all such assessments at the rate shown opposite such
years:
Levy Collection
Improvement Designations Amounts Years Years Rate
2004 Public Improvement $808,000 2004 - 2013 20 05 - 2014 6.00%
Project
Main Avenue and Dakota $325,000 2004 - 2013 2005 - 2014 6.00%
Street Improvement Project
(b) Tax Levy; Coverage Test; Cancellation of Certain Tax Levies . To provide
moneys for payment of the principal and interest on the Prior Improvement Refunding Portion of
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 y ears and in the amounts as follows:
Years of Tax Levy Years of Tax Collection Amounts
2011 - 2013 2012 - 2014 See attached schedule
The tax levies are such that if collected in full they, together with estimated collections of
special assessments and any oth er revenues herein pledged for the payment of the Prior
Improvement Refunding Portion of the Bonds, will produce at least five percent in excess of the
amount needed to meet when due the principal and interest payments on the Prior Improvement
Refunding Po rtion of the Bonds. The tax levies shall be irrepealable so long as any of the Prior
Improvement Refunding Portion 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 e xtent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
(c) General Obligation Pledge . For the prompt and full payment of the principal and
interest on the Prior Improvement Refunding Portion of the Bonds, as the same respectively
become due, th e full faith, credit and taxing powers of the City shall be and are hereby
irrevocably pledged. If the balance in the Refunded Improvement Debt Service Subaccount is
ever insufficient to pay all principal and interest then due on the Prior Improvement Ref unding
Portion of 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 Refun ded Improvement Debt Service
Subaccount when a sufficient balance is available therein.
18. Covenants Relating to the Prior Tax Increment Refunding Portion of the Bonds .
(a) Tax Increments . The City hereby pledges and appropriates the Prior Tax
Increments to the R efunded Tax Increment Debt Service Subaccount, which pledge and
appropriation shall continue until the Prior Tax Increment Refunding Portion of the Bonds are
paid or discharged.
(b) Coverage Test . The estimated collections of the Prior Tax Increments are such
that if collected in full, together with other revenues herein pledged for the payment of the Prior
Tax Increment Refunding Portion of the Bonds, will produce at least five percent in excess of the
amount needed to meet when due the principal and interest payments on the Prior Tax Increment
Refunding Portion of the Bonds.
(c) Reservation of Rights . Notwithstanding any provisions herein to the contrary, the
City reserves the right to terminate, reduce, or apply to other lawful purposes the Prior Tax
Increments herein pledged to the payment of the Prior Tax Increment Refunding Portion of the
Bonds and interest thereon to the extent and in the manner permitted by law.
(d) General Obligation Pledge . For the prompt and full payment of the principal and
interest on the Prior Tax Increment Refunding Portion of 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 Refunded Tax Increment Debt Service Subaccoun t is
ever insufficient to pay all principal and interest then due on the Prior Tax Increment Refunding
Portion of 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 Refunded Tax Increment Debt
Service Subaccount when a sufficient balance is available therein.
19. Covenants Relating to the Improvements Portion of the Bonds .
(a) Assessmen ts . 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 2011
Improvements. The City hereby covenants and agrees that it will let all construction contracts
not heretofore let within one (1) year after ordering each 2011 Improvemen t financed hereunder
unless the resolution ordering the 2011 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 a cts 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
actio n or proceedings taken or to be taken by the City or the City Council or 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 d o 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 heretofore been 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 balan ce of all such assessments at the rates per annum not less than the rate per
annum set forth opposite the collection years specified below:
Improvement Collection
Designation Amount Levy Years Years Rate
Boudins Neighborhood Improvements $ 624,000 20 11 - 2020 2012 - 2021 6.00%
Project Nos. 11 - 011 and 12 - 011
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
require d to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Tax Levy; Coverage Test . To provide moneys for payment of the principal and
interest on the Improvement Portion of the Bo nds 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 f ollows:
Year of Tax Levy Year of Tax Collection Amount
2011 - 2020 2012 - 2021 See attached schedule
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 Improvement
Portion 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 Improvement Portion of the Bonds.
The tax levies shall be irrepealable so l ong as any of the Improvement Portion 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.
(c) General Obligation Pledge . For the prompt and full payment of the principal and
interest on the Improvement Portion of 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 Improvements Project Debt Service Subaccount is ever insufficient to pay all
principal and interest then due on the Improvement Portion of the Bonds and any other bonds
payable therefrom, the deficiency shall be promptly paid out o f 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 Improvement Project Debt Service Subaccount when a sufficient balance is available
therein.
20. Covenants Relating to t he Street Reconstruction Improvements Portion of the
Bonds .
(a) Tax Levy Coverage Test . To provide moneys for payment of the principal and
interest on the Street Reconstruction Improvements Portion of the Bonds there is hereby levied
upon all of the taxable p roperty 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 Levy Year of Tax Collection Amou nt
2011 - 2020 2012 - 2021 See attached Schedule
The tax levies are such that if collected in full they will produce at least five percent in
excess of the amount needed to meet when due the principal and interest payments on the Street
Reconstructio n Improvements Portion of the Bonds. The tax levies shall be irrepealable so long
as any of the Street Reconstruction Improvements are outstanding and unpaid, provided that the
City reserves the right and power to reduce the levies in the manner and to th e extent permitted
by Minnesota Statutes, Section 475.61, Subdivision 3.
(b) General Obligation Pledge . For the prompt and full payment of the principal and
interest on the Street Reconstruction Portion of the Bonds, as the same respectively become due,
the f ull faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If
the balance in the Street Reconstruction Debt Service Subaccount is ever insufficient to pay all
principal and interest then due on the Street Reconstruction P ortion of 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 Street Recons truction Debt Service Subaccount when a sufficient balance is
available therein.
21. Prior Bonds; Security . Until retirement of the Bonds, all provisions theretofore
made for the security thereof shall be observed by the City and all of its officers and agent s.
22. 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 dischar ge 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 nevertheles s 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 redemptio n 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 al so 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 es crow 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 reinvest ment, 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.
23. Compliance With Reimbursement Bond Regulations . The provisions of this
paragraph are int ended 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 Improvements Portion and Street Reconstruction Portion of t he
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 fol lows:
(a) Not later than sixty 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 ex penditures" 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 twenty percent of the "issue price" of the Improvements Portion and Street
Reconstruction Portion of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the
Improvements Portion and Street Reconstruction Po rtion of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Improvements Portion and Street Reconstruction Portion 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 Improvements Portion and Street Recon struction Portion 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 re lates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Improvements Portion and Street Reconstruction Portion of the Bond proceeds to
reimburse the Reimbursement Expenditure and, if m ade within 30 days after the Improvements
Portion and Street Reconstruction Portion of the Bonds are issued, shall be treated as made on
the day the Improvements Portion and Street Reconstruction Portion of the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Improvements
Portion and Street Reconstruction Portion of the Bonds stating in effect that such action will not
impair the tax - exempt status of the Improvements Portion and Street Reconstruction Portion of
the Bonds.
24. Securities, Escrow Agent . Securities, if any, purchased from moneys in the
Escrow Account shall be limited to securities set forth in Minnesota Statutes, Se ction 475.67,
Subdivision 8, and any amendments or supplements thereto. The City Council has investigated
the facts and hereby finds and determines that the Escrow Agent is a suitable financial institution
to act as escrow agent.
25. Redemption of Refunded Bo nds . The Manager is hereby authorized and directed
to give mailed notice of redemption prior to the Call Date, to the paying agent for the Refunded
Improvement Bonds in substantially the form attached hereto as Exhibit A, which terms and
conditions are he reby approved and incorporated herein by reference. The Refunded Tax
Increment Bonds shall be redeemed and prepaid on the Crossover Date in accordance with the
terms and conditions set forth in the Notice of Call for Redemption, in substantially the form
attached to the Escrow Agreement, which terms and conditions are hereby approved and
incorporated herein by reference.
26. Escrow Agreement . On or prior to the delivery of the Bonds the Mayor and
Manager shall, and are hereby authorized and directed to, execu te the Escrow Agreement on
behalf of the City. The Escrow Agreement is hereby approved and adopted and made a part of
this resolution, and the City covenants that it will promptly enforce all provisions thereof in the
event of default thereunder by the Es crow Agent.
27. 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 "Commis sion") 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 the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide o r cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MS RB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such amendment.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behal f 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 (i ii) acceptable to the Officers.
28. 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 the County Auditor shall re quire, 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.
29. 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 t hem, and all such certified copies, certificates and affidavits, including any
re furnished, shall be deemed representations of the City as to the facts recited therein.
30. Negative Covenant as to Use of Proceeds and Projects . The City hereby
covenants not t o use the proceeds of the Bonds or to use the projects originally financed by the
Prior Bonds, or to cause or permit them to be used, or to enter into any deferred payment
arrangements for the cost of the projects, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
31. 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
in come under Section 103 of the Code of the interest on the Bonds, including without limitation
(a) requirements relating to temporary periods for investments, (b) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (c) the re bate of excess investment
earnings to the United States, if the Bonds (together with other obligations reasonably expected
to be issued and outstanding at one time in this calendar year) exceed the small issuer exception
amount of $5,000,000.
For purposes of qualifying for the exception to the federal arbitrage rebate requirements
for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and
declares that:
(a) the Bonds are issued by a governmental unit with general taxing po wers;
(b) no Bond is a private activity bond;
(c) ninety five percent or more of the net proceeds of the Bonds are to be used for
local governmental activities of the City (or of a governmental unit the jurisdiction of which is
entirely within the jurisdiction of the City);
(d) the aggregate face amount of all tax exempt bonds (other than private activity
bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one
issuer with the City) during the calendar year in which the Bonds are issued and outstanding at
one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) of the Code.
(e) with respect to the Prior Improvement Refunding Portion of the Bonds there shall
not be taken into account for purposes of said $5,000,000 limit any bond issued to refund (other
than to advance refund) any bond to the extent the amount of the refunding bond does not exceed
the outstanding amount of the refunded bond;
(f) the aggregate face amount of the Bonds does not exceed $5,000,000;
(g) each of the Refunded Improvement Bonds and the Refunded Tax Increment
Bonds was issued as part of an issue which was treated as meeting the rebate requirements by
reason of the exception for governmental units issuing $5,000,000 or less of bonds;
(h) the average maturity of the Prior Improvement Refunding Portion of the Bonds
does not exceed the average maturity of the Refunded Improvement Bonds;
(i) the average maturity of the Prior Tax Increment Refunding Portion of the Bonds
does not exceed th e average maturity of the Refunded Tax Increment Bonds;
(j) no part of the Prior Improvement Refunding Portion of the Bonds has a maturity
date which is later than the date which is thirty years after the date the Refunded Improvement
Bonds were issued; and
(k) no part of the Prior Tax Increment Refunding Portion of the Bonds has a maturity
date which is later than the date which is thirty years after the date the Refunded Tax Increment
Bonds were issued.
32. Designation of Qualified Tax - Exempt Obligations . In order t o qualify the Bonds
as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax - exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax - exempt obligations (other than privat e
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 Ci ty) during this calendar year 2011 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2011 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
Furthermore, with respect to the Prior Improvement Refunding Portion of the Bonds:
(g) each of the Refunded Improvement Bonds and was designated as a "qualified tax
exempt obligation" for purposes of Section 265(b)(3) of the Code;
(h) the average maturity of the Prior Improvement Refunding Portion of the Bonds
does not exceed the remaining average maturity of the Refunded Improvement Bonds;
(i) no part of the Prior Improvement Refunding Portion of the Bonds has a maturity
date whi ch is later than the date which is thirty years after the date the Refunded Improvement
Bonds were issued; and
(j) the Prior Improvement Refunding Portion of the Bonds are issued to refund, and
not to "advance refund" the Prior Improvement Bonds within the mea ning of Section 149(d)(5)
of the Code, and shall not be taken into account under the $10,000,000 issuance limit to the
extent the Prior Improvement Refunding Portion does not exceed the outstanding amount of the
Prior Improvement Bonds.
The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
33. Official Statement . The Official Statement relating to the Bonds prepared and
distributed by the Purchaser i s hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the completeness and accuracy of the Official Statement.
34. Supplemental Resolution . The Prior Resolutions are hereby supplemented to the
extent necessary to give effect to the provisions hereof.
35. Payment of Issuance Expenses . The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to the Escrow Agent on
the closing date for further distribution as directed by the Purchaser.
36. Severability . If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforc eability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
37. Headings . Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or de fine the meaning of any provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by member
Keeney and, after a full discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof: Myser, E rickson, Hedberg, Keeney, Soukup
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and actin g 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, duly called and held on the
date therein indicated, insofar as such minutes relate to providing for the issuance and sale of
$ 3,240,000 General Obligation Bonds, Series 2011A.
WITNESS my hand on August 15, 2011.
___________ ________________
Manager
TAX LEVIES
Year of Year of Prior Improvement Improvement Street Reconstruction
Levy Collection Refunding Portion Portion Portion
2011 2012 $158,000 $111,500 $ 55,500
2012 2013 157,000 111,500 55,500
2013 2014 157,000 111,500 55,500
2014 2015 157,000 111,500 55,500
2015 2016 111,500 55,500
2016 2017 111,500 55,500
2017 2018 111,500 55,500
2018 2019 111,500 55,500
2019 2020 111,500 55,500
2020 2021 111,500 55,500
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION IMPROVEMENT BONDS OF 2004
CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Prior Lake, Scott
County, Minnesota, there ha ve been called for redemption and prepayment on
December 1, 2011
those outstanding bonds of the City designated as General Obligation Improvement Bonds of
2004, dated as of June 1, 2004, having stated maturity dates, in the years 2012 through 2014, and
tot aling $825,000 in principal amount and having CUSIP numbers listed below:
Year CUSIP Number *
2012
2013
2014
The bonds are being called at a price of par plus accrued interest to December 1, 2011, on which
date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment, at the City of Prior Lake,
Minnesota, Attention: Office of the Finance Director, 4646 Dakota Avenue Street SE, Prior
Lake, Minnesota 55372.
D ated: August 15, 2011 BY ORDER OF THE CITY COUNCIL
/s/ , City Manager
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the noti ce. They are included solely for
the convenience of the holders.