HomeMy WebLinkAbout9A Bond Sale - Agenda Report
4646 Dakota Street SE
Prior Lake, MN 55372
CITY COUNCIL AGENDA REPORT
MEETING DATE: FEBRUARY 6, 2012
AGENDA #: 9 A
PREPARED BY : JERILYN ERICKSON, FINANCE DIRECTOR
PRESENTED JERILYN ERICKSON
BY:
AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION PROVIDING FOR THE ISSUANCE
AND SALE OF $ 9, 825 , 000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN REFUNDING BONDS, S E RIES 201 2A
DISCUSSION: Introduction
The City’s bond and f inancial services provider , Steve Mattson from Northland
Securitie s Inc., will present to the Council a completed resolution fo rmally auth o-
rizing the issuance of $ 9, 82 5 ,000 in G eneral O bligation Capital Improvement Plan
Refunding bonds to refund the Economic Development Authority Public Project
Revenue Bonds, Series 2005B.
A copy of the resolution is attached for the Council’s re view. The resolution was
prepared by Northland Securities and reviewed by Briggs and Morgan .
History
The City Council approved Resolution 1 2 - 002 on January 3, 2012 which auth o-
rized a negotiated bond sale designed to time the sale in the market to obt ain the
optimum interest rate on these bonds . The original sale was anticipated to be
$ 9,985 ,000 but due to market conditions and buyers willing to pay a pr e mium for
the bonds , the City was able to reduce the total amount of bonds being sold. The
C ouncil’s direction was to minimize the savings in 2012 as the levy already r e-
flects the princip al and interest payments from the original bond issue.
Current Circumstances
The bonds have been rated Aa2 b y Moody’s Investor Service . The report issued
by Moody ’s is attached to this agenda report.
Also attached are the following:
final analysis and summaries for the bonds (prepared by Northland
Secur i ties);
draft l e gal opinion (prepared by Briggs & Morgan)
Conclusion
The City Council will consider a resol ution approving the issuance and sale of
bonds.
ISSUES We had originally hope d for a $1.2 million savings net of negative arbitrage . The
sale of these bonds in the present bond climate actually will save ta x payer s over
$ 1,619 ,000 ($1,339,000 net present value) in interest costs over the life of the
bonds .
ALTERNATIVES: The following alternatives are available to the City Council:
1. Adopt a Resolution Providing for the Issuance and Sale of $ 9,825, 000
General Obligation Capital Improvement Plan Refunding B onds, Series
201 2A .
2. Reject bond sale for a specific reason.
RECOMMENDED Alternative #1.
MOTION:
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TAX LEVY SCHEDULE
Year of Year of
Levy Collection Amount
2012 2013 $555,000
2013 2014 570,000
2014 2015 585,000
2015 2016 600,000
2016 2017 615,000
2 017 2018 630,000
201 8 2019 645,000
2019 2020 665,000
2020 2021 680,000
2021 2022 690,000
2022 2023 705,000
2023 2024 725,000
2024 2025 740,000
2025 2026 760,000
2026 2027 780,000
2027 2028 795,000
2028 2029 820,000
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EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF PRIOR LAKE, MINNESOTA
HELD: February 6, 2012
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 City Hall on February 6, 2012, at
7:00 o'clock P.M., for the purpose, in part, of authorizing the issuance and awarding the sale of
$ 9,825,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2012A.
The following members were pre sent:
and the following were absent:
Member _______________ introduced the following resolution and moved its adoption:
RESOLUTION ACCEPTING PROPOSAL ON THE SALE OF $ 9,825,000 GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2012A,
PROVI DING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT
THEREOF
A. WHEREAS, on December 19, 2011, after a public hearing on the same, the City
of Prior Lake, Minnesota (the "City") adopted the 201 2 - 201 6 Five - Year Capital Improvement
Plan for the City of Pr ior Lake, Minnesota (the "Plan") in accordance with the provisions of
Minnesota Statutes, Section 475.521, Subd. 3, which provided for the acquisition of the city hall
and police station facilities, located in the City (the "Facilities"); and
B. WHEREAS, on D ecember 19, 2011, after publication of notice of public hearing,
the City held a hearing on the proposed issuance of general obligation capital improvement plan
bonds pursuant to Minnesota Statutes, Section 475.521, Subd. 2 and all persons who wished to
sp eak or to provide written information relative to the public hearing were afforded the
opportunity to do so; and
C. WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 475.521,
Subd. 2(c): (i) a petition requesting a vote on the question of iss uing the general obligation
capital improvement plan bonds, signed by voters equal to five percent of the votes cast in the
last municipal general election, may be filed within thirty days of the public hearing and (ii)
upon receipt of such petition within the prescribed time period, the City may issue the general
obligation capital improvement plan bonds only after obtaining the approval of a majority of the
voters voting on the question of the issuance of the general obligation capital improvement plan
bo nds, consequently, the authorizations and approvals contained herein are subject to and
contingent upon the City not receiving such a petition, or, in the event such a petition is filed, the
approving vote of a majority of the voters voting on the question of the issuance of the general
obligation capital improvement plan bonds; and
D. WHEREAS, the City Council has heretofore determined that it is necessary and
expedient to issue $ 9,825,000 General Obligation Capital Improvement Plan Refunding Bonds,
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Series 20 12A (the "Bonds" or individually, a "Bond") pursuant to Minnesota Statutes, Section
475.521 and Chapter 475 to provide funds to acquire the Facilities pursuant to an advance
refunding of the outstanding Public Project Revenue Bonds, Series 2005B (City of P rior Lake,
Minnesota, Lease With Option to Purchase Project) of the Economic Development Authority of
the City of Prior Lake, Minnesota (the "EDA"), dated May 15, 2005 (the "Prior Bonds"), as
provided in the Plan; and
E. WHEREAS, the City has heretofore deter mined, in accordance with Minnesota
Statutes, Section 475.521, Subd. 4, that the maximum amount of principal and interest to become
due in any year on all the outstanding bonds issued under Minnesota Statutes, Section 475.521,
including the Bonds, will not equal or exceed 0.16 percent of taxable market value of property of
the City; and
F. WHEREAS, $8,590,000 aggregate principal amount of the Prior Bonds which
matures on and after December 15, 2014, is callable on December 15, 2013 (the "Callable Prior
Bonds") , as provided in the Revenue Bond Resolution adopted on April 18, 2005 (the "Prior
Resolution"), the refunding of the Callable Prior Bonds is consistent with covenants made with
the holders of the Prior Bonds and is necessary and desirable for the reductio n of debt service
cost to the City; and
G. WHEREAS, $480,000 aggregate principal amount of the Prior Bonds which
matures on December 15, 2012, through and including December 15, 2013 (the "Noncallable
Prior Bonds"), will be paid on December 15, 2012 and Decem ber 15, 2013, respectively, and the
payment of the Noncallable Prior Bonds is also consistent with the covenants made with the
holders of the Prior Bonds; and
H. WHEREAS, the City has retained Blue Rose Capital Advisors, Inc., in
Minneapolis, Minnesota, as it s 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
I. WHEREAS, it is in the best interests of the City t hat the Bonds be issued in book -
entry form as hereafter provided.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PRIOR LAKE, SCOTT COUNTY, STATE OF MINNESOTA, as follows:
1. Acceptance of Proposal . The offer Northland Securities, Inc. (the "Purchaser"), to
purchase the Bonds at the rates of interest hereinafter set forth, and to pay therefor the sum of
$ 9,874,618.30 , plus interest accrued to settlement, is hereby accepted.
2. Bond Terms .
(a) Original Issue Date; Denominations; Maturities; and Term Bond Option . The
Bonds shall be dated March 1, 2012, as the date of original issue and shall be issued forthwith on
or after such date in fully registered form. The Bonds shall be numbered from R - 1 upward in the
denomination of $5,000 each or in any integ ral multiple thereof of a single maturity (the
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"Authorized Denominations") and shall mature on December 15 in the years and amounts as
follows:
Year Amount Year Amount
2012 $470,000 2021 $545,000
2013 3 45 ,000 2022 565,000
2014 3 7 5,000 2023 590,000
2015 395 ,000 2024 6 15 ,000
2016 4 10 ,000 2025 6 4 5,000
2017 4 35 ,000 2026 6 8 5,000
2018 47 0 ,000 2027 7 2 0,000
2019 4 85 ,000 2028 7 6 0,000
2020 515,000 2029 8 0 0,000
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
s inking fund redemption and final maturity amounts conforming to the forgoing principal
repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System . The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or
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 iss ued 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 certificate 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
re gister maintained by the 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 Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial institution
for which the Depository holds Bonds as securities depository (the "Participant") or the
person for which a Participant holds an interest in the Bonds shown on the books and
records of the Participant (the "Beneficial Owner"). Without limiting the immediately
preceding sentence, neither the City, nor the Registrar, shall have any such responsibility
or obligation with respect to (A) the accuracy of the records of t he 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 noti ce of redemption, or (C) the
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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 act ion 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 co nsenting 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 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 Registrar, as paying agent hereunder, shall
pay all principal of and premium, if any, and interest on the Bonds only to or upon the
Holder of the Holders of the Bonds as shown on the 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 th e extent of the sum or
sums so paid.
(v) Upon delivery by the Depository to the Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10, references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices wit h respect to such Bond shall be made and given, respectively, by the 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 - ent ry
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 othe r 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 li mited 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 com munication to be provided to the
Holders pursuant to this Resolution by the City or 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 a ction as the record date for such consent or other
action; provided, that the City or the Registrar may establish a special record date for
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such consent or other action. The City or the Registrar shall, to the extent possible, give
the Depository notice o f such special record date not less than 15 calendar days in
advance of such special record date to the extent possible.
(ix) Any successor Registrar in its written acceptance of its duties under this
Resolution and any paying agency registrar agreement, shall agree to take any actions
necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5,
make a notation of the reduction in principal amount on the panel provided on the Bond
stating the amount so redeemed.
(c) Termination of Book - Entry Only System . Discontinuance of a particular
Depository's services and termination of the book - entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto u nder applicable law. The City may terminate the
services of the Depository with respect to the Bonds 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 can be found which, i n the
opinion of the City, is willing and able to assume the functions of the Depository
hereunder 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 Bonds that the Ben eficial
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 designat e at that
time, in accordance with paragraph 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the Bonds
will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations . The provisions in the Letter of Representations are
incorporated herein by reference and made a part hereof. If and to the extent any such provisions
are inconsistent with the other provisions of this resolution, the provisions in the Letter of
Representations shall control.
3. Purpose; Refunding Findings . The Bonds shall provide funds for a full net cash
advance refunding of the outstanding Callable Prior Bonds and the N oncallable Prior Bonds (the
"Refunding"). It is hereby found, determined and declared that the Refunding is pursuant to
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Minnesota Statutes, Section 475.67, subdivision 12, shall result in a reduction of the present
value (as of March 1, 2012) of the dolla r amount of the debt service to the City from a total
dollar amount of $ 12,652,418.11 for the Refunded Prior Bonds to a total dollar amount of
$ 11,323,609.58 for the Bonds, computed in accordance with the provisions of Minnesota
Statutes, Section 475.67, s ubdivision 12. The dollar amount of such present value of the debt
service for the Bonds is lower by at least three percent than the dollar amount of such present
value of the debt service for the Prior Bonds as required in Minnesota Statutes, Section 475 .67,
subdivision 12.
4. Interest The Bonds shall bear interest payable semiannually on December 15 and
June 15 of each year (each, an "Interest Payment Date"), commencing December 15, 2012,
calculated on the basis of a 360 - day year of twelve 30 - day months, a t the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate Maturity Year Interest Rate
2012 2 .00 % 2021 2 .00 %
2013 2.00 2022 2.00
2014 2.00 2023 2.00
2015 2.00 2024 2.15
2016 2.00 2025 2.30
2017 2.00 2026 2.40
2018 2.00 2027 2.50
2019 2.00 2028 2.60
2020 2.00 2029 2.70
The maximum annual principal and interest on the Bonds ($ 821,600.00 ), is less than
0.16% of the taxable market value of the City ($ 4,225,578.40 ).
5. Redemption . All Bonds maturin g on December 15, 2021, and thereafter, shall be
subject to redemption and prepayment at the option of the City on December 15, 2020, and on
any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part
of the Bonds su bject to prepayment. If redemption is in part, the City shall determine the
maturities and the principal amounts within each maturity to be prepaid, and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of re demption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty days prior to the
date set for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to gi ving 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 prope r 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
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redeemed shall be the Bonds to which were assigned numbers so se lected; 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 the Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and the Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
a uthorized in writing) and the City shall execute and the Bond Registrar shall authenticate and
deliver to the Holder of the Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of any Au thorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6. Bond Registrar . Northland Trust Services, Inc., in Minneapol is, 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 Registra r 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) o f the Bonds in the manner set forth in the form of Bond and paragraph 12.
7. Form of Bond . The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R - ____________ $_________
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BOND, SERIES 2012A
Interest Rate Maturity Date Date of Original Issue CUSIP
December 15, ___ March 1, 2012
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 abo ve, or
registered assigns, in the manner hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier redemption, and to pay interest
thereon semiannually on December 15 and June 15 of each ye ar (each, an "Interest Payment
Date"), commencing December 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 in terest 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
here of 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 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 w ho 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 le ss 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 Nomine e 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, a s defined in the Resolution, and surrender of this Bond shall not be required
for payment of the redemption price upon a partial redemption of this Bond. Until termination of
the book - entry only system pursuant to the Resolution, Bonds may only be registe red in the
name of the Depository or its Nominee.
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Optional Redemption . The Bonds of this issue (the "Bonds") maturing on December 15,
2021, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
December 15, 2020, and on a ny 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 Issuer shall determine the maturities and the principal amounts within each maturity to
be prepaid; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected Holder of the Bonds at least
thirty days prior to the date set for redempt ion.
Prior to the date on which any Bond or Bonds are 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.
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 Re gistrar 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 numbe r 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 the Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and the B ond Registrar duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing) and the Issuer shall execute and the Bond Registrar
shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or
Bonds having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendere d.
Issuance; Purpose; General Obligation . This Bond is one of an issue in the total principal
amount of $ 9,825,000 , all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued p ursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on February 6, 2012 (the "Resolution"), for the purpose of providing funds to
finance the acquisition of cap ital improvements, as defined in Minnesota Statutes, Section
475.521 and described in the Issuer's Capital Improvement Plan, including the acquisition of the
Facilities pursuant to an advance refunding of the outstanding Public Project Revenue Bonds,
Serie s 2005B (City of Prior Lake, Minnesota Lease With Option to Purchase Project) of the
Economic Development Authority of the City of Prior Lake, Minnesota, dated May 15, 2005,
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pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Chapter 475. This Bond is payable out of the General Obligation
Capital Improvement Plan Refunding Bonds, Series 2012A Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide m oneys for the prompt and full
payment of its principal, premium, if any, and interest when the same become due, the full faith
and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange; Resolution . Th e Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office o f 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 t he principal
office of the Bond Registrar.
Transfer . This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equa l 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 herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication . This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax Exem pt Obligations . The Bonds have been designated by the Issuer as
"qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
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IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as re quired 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, Minnesota, by its City Council has
caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and the
Manager, the seal of the Issuer having been intentionally omitted as permitted by law.
Date of Registration: Registrable by: NORTHLAND TRUST SERVICES, INC.
Payable at: NORTHLAND TRUST SERVICES, INC.
________________________
BOND REGISTRAR'S CITY OF PRIOR LAKE,
CERTIFICATE OF SCOTT COUNT Y, MINNESOTA
AUTHENTICATION
This Bond is one of the Bonds /s/ Facsimile
described in the Resolution Mayor
mentioned within.
NORTHLAND TRUST /s/ Facsimile
SERVICES, INC. Manager
Minneapolis, Minnesota
Bond Registrar
By:
________________________
Author ized Signature
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4432183v1
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
TE N 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 Mino rs Act
(State)
Additional abbreviations may also be used though not in the above list
___________________________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto ________ the
within Bo nd 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:
___________________________
Sign ature(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 no t effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address: ________________________________________
________________________________________
________________________________________
(Incl ude information for all joint owners if the Bond is held by joint account.)
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PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Date Amount Authorized Signature Of Holder
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4432183v1
8. Execution . The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Manager and be sealed with the seal of the City;
provided, as permitte d by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall neverth eless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9. Authentication . No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the s ame 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 Bo nd is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of
March 1, 2012. The Certificate of Authentication so executed on each B ond 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 r easonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9 with respect to authentication) of, and deliver, in the
n ame 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, howeve r, 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 matu rity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of regis tration 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 cancelled by the Bond Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such excha nge 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 the Holder's atto rney 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.
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; Reco rd 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 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 Re gular
Record Date, and shall be payable to the person who is the Holder thereof at the close of
business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record
Date.
13. Treatment of Registered Owner . The City and Bond Registrar may treat the
person in whose name any Bond is registered as the o wner 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 with respect to interest payment and record date) on, such Bond and
for all other purposes whatsoeve r whether or not such Bond shall be overdue, and neither the
City nor the Bond Registrar shall be affected by notice to the contrary.
14. Delivery; Application of Proceeds . The Bonds when so prepared and executed
shall be delivered by the Manager to the Purch aser 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 Capital Improvement Plan Refunding Bonds, Series 2012A 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
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interest thereon have been fully paid. There shall be maintained in the Fund separate accounts,
to be designated the "Escrow Account" and "Debt Service Account", respectively.
(a) Escrow Account . The Es crow Account shall be maintained 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. All proceeds of the sale of the Bonds
shall be received by the Escrow Agent and applied to fund the Escrow Account or to pay costs of
issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance or returned to the
City are hereby 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,
to pay when due the accrued interest, the principal amount of outstanding Prior Bonds to
maturity or to the date called for redemption and to pay any premium required for redemption.
The moneys in the Es crow Account shall be used solely for the purposes herein set forth and for
no other purpose, except that any surplus in the Escrow Account may be remitted to the City, all
in accordance with an Escrow Agreement (the "Escrow Agreement") by and between the City,
the EDA and the Escrow Agent. A form of the Escrow Agreement is on file in the office of the
Manager. Any moneys remitted to the City pursuant to the Escrow Agreement shall be deposited
in the Debt Service Account.
(b) Debt Service Account . There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, the Debt Service Account: (i) all accrued interest received upon
delivery of the Bonds; (ii) any collections of all taxes herein or hereafter levied fo r the payment
of the Bonds and interest thereon; (iii) after December 15, 2013, any unexpended moneys in the
2005B Public Project Revenue Bonds Bond Fund created by the Prior Resolution; (iv) any sums
remitted to the City pursuant to the Escrow Agreement; (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 pr ovided 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
higher yielding investments, except (1) for a reasonabl e temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To
this effect, any proce eds of the Bonds and any sums from time to time held in the Escrow
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
the n 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 appli cable "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 instrumentali ty thereof if and to the extent that such investment would
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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. Tax Levy; Coverage Test To provide moneys for payme nt 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 Levy Year of Tax Collection Amount
2012 - 2028 2013 - 2029 See Attached
In addition, the City has heretofore levied in the year 2011 for collection in the year 2012,
a direct ad valorem tax in the amount of $ 635,000 , which shall be spread upon the tax rolls and
collected with and as part of other general property taxes in the City.
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the paymen t of the Bonds, will produce at least five percent in excess of the amount
needed to meet when due the principal and interest payments on the Bonds. The tax levies shall
be irreparable 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.
17. General Obligation Pledge . For the prompt and full payment of the principal and
interest on the Bond s, 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 Bon ds 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 su fficient balance is available therein.
18. 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 Exch ange 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 the Municipal Securities Rulemaking Boa rd
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided 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.
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4432183v1
(c) Provide or ca use to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such amendment.
(d) The City agrees that its cov enants 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
cove nants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Pu rchaser of the Bonds, and (iii) acceptable to the Officers.
19. 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 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
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
20. Certificate of Registration . A certified copy of this resolution shall be filed in the
office of the County Auditor of Scott County, Minnesota, together with such other information as
the County Auditor shall require and the County Auditor shall issue a certificate that the Bonds
have b een entered in the County Auditor's Bond Register and that the tax levy required by law
has been filed and levied.
21. Records and Certificates . The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the at torneys 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 a s are required to show the facts relating to the legality and marketability of the
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4432183v1
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.
22. Negative Covenant as to Use of Bond Proceeds and Project . The City hereby
covenants not to use the proceeds of the Bonds or to use the Proje ct, or to cause or permit it to be
used, or to enter into any deferred payment arrangements for the cost of the Project, in such a
manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Cod e.
23. Tax - Exempt Status of the Bonds; Rebate . The City is subject to the rebate
requirement imposed by Section 148(f) of the Code because the Refunded Bonds did not qualify
for the small issuer exception from rebate, as provided in Section 148(f)(4)(D) of th e Code and
Section 1.148 - 8 of the Regulations.
24. Designation as 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 fa ctual 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 Se ction 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 2012 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2012 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.
25. Escrow Agree ment . On or prior to the delivery of the Bonds the Mayor and
Manager shall, and are hereby authorized and directed to, execute on behalf of the City the
Escrow Agreement. The Escrow Agreement is hereby approved and adopted and made a part of
this resolut ion and the City covenants that it will promptly enforce all provisions thereof in the
event of default thereunder by the Escrow Agent.
26. Securities; Escrow Agent . Securities purchased from moneys in the Escrow
Account shall be limited to securities set f orth in Minnesota Statutes, Section 475.67,
Subdivision 8, and any amendments or supplements thereto. Securities purchased from the
Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City has
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4432183v1
investigated the facts and h ereby finds and determines that the Escrow Agent is suitable to act as
escrow agent.
27. Callable Prior Bonds . The Callable Prior Bonds shall be redeemed and prepaid in
accordance with the terms and conditions set forth in the Notice of Call for Redemption
su bstantially in the form attached to the Escrow Agreement, which terms and conditions are
hereby approved and incorporated herein by reference. The Notice of Call for Redemption shall
be given pursuant to the Escrow Agreement. Failure to give notice by ma il to any registered
owner, or any defect therein, will not affect the validity of any proceedings for the redemption of
the Prior Bonds.
28. Purchase of SLGS or Open Market Securities . The Escrow Agent, as agent for
the City, is hereby authorized and directe d to purchase on behalf of the City and in its name the
appropriate United States Treasury Securities, State and Local Government Series, and/or open
market securities from the proceeds of the Bonds and, to the extent necessary, other available
funds, all in accordance with the provisions of this resolution and the Escrow Agreement and to
execute all such documents (including the appropriate subscription forms) required to effect such
purchase in accordance with the applicable U.S. Treasury Regulations.
29. Ter mination of Lease and Ground Lease Agreement . The City hereby elects to
exercise its option under Section 4.6 of the Lease With Option to Purchase Agreement between
the City and the EDA, dated as of May 15, 2005 (the "Lease") to prepay the Purchase Option
Price (as defined in the Lease), and deposit funds sufficient to defease the outstanding Prior
Bonds as provided in the Escrow Agreement. As provided in the Lease, the City hereby
determines and declares that upon the issuance of the Bonds and the fundin g of the Escrow
Account, the Lease and Ground Lease Agreement between the City and EDA, dated as of May
15, 2005, shall be terminated and the EDA shall have no further right, title and/or interest in and
to the Facilities.
30. Official Statement . The Official Statement relating to the Bonds prepared and
distributed by the Purchaser is hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the complet eness and accuracy of the Official Statement.
31. Supplemental Resolution . The Prior Resolution is hereby supplemented to the
extent necessary to give effect to the provisions hereof.
32. Governmental Bonds Post - Issuance Compliance Policies and Procedures . The
C ity hereby approves the Governmental Bonds Post - Issuance Compliance Policies and
Procedures in substantially the form presented to the City Council.
33. Severability . If any section, paragraph or provision of this resolution shall be held
to be invalid or u nenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
34. Headings . Headings in this resolution are included for convenience of reference
on ly and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
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4432183v1
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 ta ken thereon, the
following voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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4432183v1
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly quali fied 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, duly called and held on the
date therein indicated, insofar as the minutes relate to providing for the sale of $ 9,825,000
General Obligation Capital Improvement Plan Refunding Bonds, Series 2012A.
WITNESS my ha nd on February 6 , 2012.
________________________________ _______
Manager
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4432183v1
PROPOSED FORM OF LEGAL OPINION
$9,985,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS,
SERIES 2012A
CITY OF PRIOR LAKE
SCOTT COUNTY
MINNESOTA
We have acted as bond counsel in connection with the issuance by the City of Prior Lake,
Scott Co unty, Minnesota (the "Issuer"), of its $9,985,000 General Obligation Capital
Improvement Plan Refunding Bonds, Series 2012A, bearing a date of original issue of March 1,
2012 (the "Bonds"). We have examined the law and such certified proceedings and other
documents as we deem necessary to render this opinion.
We have not been engaged or undertaken to review the accuracy, completeness or
sufficiency of the Official Statement or other offering material relating to the Bonds and we
express no opinion relating thereto.
As to questions of fact material to our opinion, we have relied upon the certified
proceedings and other certifications of public officials furnished to us without undertaking to
verify the same by independent investigation.
Based upon such exami nations, and assuming the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such documents, and the
accuracy of the statements of fact contained in such documents, and based upon present
Minnesota and federal laws (which excludes any pending legislation which may have a
retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our
opinion that:
(1) The proceedings show lawful authority for the issuance of the Bonds according to
their terms under the Constitution and laws of the State of Minnesota now in force.
(2) The Bonds are valid and binding general obligations of the Issuer and all of the
taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay
the same without limitation as to rate or amount; provided that the enforceability (but not the
validity) of the Bonds and the pledge of tax es for the payment of the principal and interest
thereon is subject to the exercise of judicial discretion in accordance with general principles of
equity, to the constitutional powers of the United States of America and to bankruptcy,
4411233v1
PROPOSED FORM OF LEGAL OPINION
insolvency, reorgani zation, moratorium and other similar laws affecting creditors' rights
heretofore or hereafter enacted.
(3) At the time of the issuance and delivery of the Bonds to the original purchaser, the
interest on the Bonds is excluded from gross income for United State s income tax purposes and
is excluded, to the same extent, from both gross income and taxable net income for State of
Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and
imposed on corporations and financial instituti ons), and is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations or the
Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted,
however, that for the purpose of computing the federal alternative minimum tax imposed on
corporations, such interest is taken into account in determining adjusted current earnings. The
opinions set forth in the preceding sentence are subject to the condition that the Issuer comply
with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied
subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be,
excluded from gross income for federal income tax pur poses and from both gross income and
taxable net income for State of Minnesota income tax purposes. Failure to comply with certain
of such requirements may cause the inclusion of interest on the Bonds in gross income and
taxable net income retroactive to the date of issuance of the Bonds.
We express no opinion regarding other state or federal tax consequences caused by the
receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds.
BRIGGS AND MORGAN
Professional Associa tion
4411233v1