HomeMy WebLinkAbout9A General Obligation Bonds, Series 2013A O� P ��+�
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Prior Lake, MN 55372
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CITY COUNCIL AGENDA REPORT
MEETING DATE: JULY 22, 2013
AGENDA #: 9A
PREPARED BY: JERILYN ERICKSON, FINANCE DIRECTOR
PRESENTED BY: JERILYN ERICKSON
AGENDA ITEM: CONSIDER APPROVAL OF A RESOLUTION PROVIDING FOR THE ISSU-
ANCE AND SALE OF $3,240,000 GENERAL OBLIGATION BONDS, SERIES
2013A
DISCUSSION: Introduction
Ms. Tammy Omdal from Northland Securities Inc., will present to the Council a
completed resolution formally authorizing the issuance of $3,240,000 in general
obligation bonds for the following projects:
• Welcome Avenue Industrial Park
• County Road 12 (Phase IV)
• Sunset Avenue
• Ridgemont / TH13 / Main Avenue
A copy of the resolution is attached for the Council's review. The City's bond
counsel, Briggs and Morgan, prepared the resolution.
Hi StOry
The City Council approved Resolution #13-091 on July 8, 2013 which authorized a
negotiated bond sale designed to time the sale in the market to obtain the opti-
mum interest rate on these bonds.
Current Circumstances
The bonds have been rated Aa2 by Moody's Investor Service although the market
appears to treat Prior Lake more akin to an Aa1 city. The report issued by Moody's
is attached to this agenda report.
Also attached is the final analysis for the bonds which includes a comparison with
other recent bond sales.
Conclusion
The City Council will consider a resolution approving the issuance and sale of
bonds.
ISSUES: The sale of these bonds in the present bond climate have resulted in interest rates
that are very favorable.
FINANCIAL The average coupon rate of 2.248860% is considered to be very competitive in to-
IMPACT: day's market place. The net interest cost is 2.223805%. The bonds are callable in
six years. Moody's Investors service has expressed their support of cities minimiz-
ing the bond life to mitigate against long term debt which is typically an area of
concern for developing communities.
The 2014 debt service tax levy for this bond issue is estimated to be $158,000.
ALTERNATIVES: The following alternatives are available to the City Council:
1. Adopt a Resolution Providing for the Issuance and Sale of $3,240,000
General Obligation Bonds, Series 2013A.
2. Reject bond sale for a specific reason.
RECOMMENDED Alternative #1
MOTION:
,
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE
CITY OF PRIOR LAKE, MINNESOTA
HELD: July 22, 2013
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 held at the City Hall on July 22,
2013, 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 2013A.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
RESOLUTION NO.
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$3,240,000 GENERAL OBLIGATION BONDS, SERIES 2013A, PLEDGING SPECIAL
ASSESSMENTS FOR
THE SECURITY THEREOF AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City"),
has heretofore determined and declared that it is necessary and expedient to issue $3,240,000
General Obligation Bonds, Series 2013A (the "Bonds" or individually, a"Bond"), pursuant to
Minnesota Statutes, Chapter 475 and 429 and Section 475.58, Subdivision 3b, to finance the
construction of various public improvements within the City (the "Improvements'), in the amount
of $2,715,000 (the "Improvement Portion of the Bonds"), and to finance street reconstruction
improvements under the City's Street Reconstruction Plan 2013-2017, adopted August 27, 2012
(the "Street Reconstruction Improvements") in the amount of $525,000 (the "Street
Reconstruction Portion of the Bonds"); and
B. WHEREAS, the Improvements and all their components have been ordered prior
to the date hereof, after a hearing thereon for which notice was given describing the
Improvements or all their components by general nature, estimated cost, and area to be assessed;
and
C. WHEREAS, on August 27, 2012, following duly published notice thereof, the
Council held a public hearing on the issuance of approximately $8,007,000 principal amount of
bonds to finance the Street Reconstruction Improvements and all persons who wished to speak or
provide written information relative to the public hearing were affarded an opportunity to do so;
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D. WHEREAS, no petition signed by voters equal to 5 percent of the votes cast in
the City in the last municipal general election requesting a vote on the issuance of the Street
Reconstruction Portion of the Bonds has been filed with the City Clerk within 30 days after the
public hearing on August 27, 2012; and
E. WHEREAS, , the City's net debt limit, calculated in accordance with the
provisions of Minnesota Statutes, Section 475.53, is $75,380,298 and after subtracting
$18,420,000 of debt, which counts against the net debt limit, the City's net debt limit is reduced
to $56,960,298 and, after issuance of the Bonds, the City's net debt limit is further reduced to
$56,465,298; and
F. WHEREAS, the City has retained Blue Rose Capital Advisors, Inc., in
Minneapolis, Minnesota, as its independent financial advisor for the sale of the Bonds and was
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9); and
G. WHEREAS, it is in the best interests of the City that the Bonds be issued in book-
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the 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 $3,243,326.50, plus interest accrued to settlement, is hereby
confirmed and accepted.
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated August 15, 2013, 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
2014 $325,000
2015 325,000
2016 325,000
2017 325,000
2018 325,000
2019 325,000
2020 325,000
2021 325,000
2022 320,000
2023 320,000
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All dates are inclusive.
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Allocation. The Improvement Portion of the Bonds, being the aggregate principal
amount of $2,715,000, maturing in each of the years and amounts hereinafter set forth, is issued
to finance the Improvements. The Street Reconstruction Portion of the Bonds, being the
aggregate principal amount of $525,000, maturing in each of the years and amounts hereinafter
set forth, is issued to finance the Street Reconstruction Improvements.
Improvement Street Reconstruction
Year Portion Amount� Portion (Amount� Total Amount
2014 $275,000 $50,000 $325,000
2015 275,000 50,000 325,000
2016 275,000 50,000 325,000
2017 275,000 50,000 325,000
2018 275,000 50,000 325,000
2019 270,000 55,000 325,000
2020 270,000 55,000 325,000
2021 275,000 55,000 325,000
2022 265,000 55,000 320,000
2023 265,000 55,000 320,000
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
service) as provided in this paragraph. If the source of prepayment moneys 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 pledged to and taxes levied for the Improvements, the
prepayment shall be allocated to the Improvement Portion of debt service. If the source of a
prepayment is taxes levied for the Street Reconstruction Improvements, the prepayment shall be
allocated to the Street Reconstruction Portion of debt service.
(b) Book Entr Only Svstem. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10, Authorized Denominations
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for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given ar other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
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Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book-Entry Onl�ystem. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
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City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose. The Improvement Portion of the Bonds shall provide funds to finance
the construction of the Improvements. The Street Reconstruction Portion of the Bonds shall
provide funds to finance the Street Reconstruction Improvements. The Improvements and Street
Reconstruction Improvements collectively are herein referred to together as the Project. The
total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section
475.65, is estimated to be at least equal to the amount of the Bonds. The City covenants that it
shall do all things 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.
4. Interest. The Bonds shall bear interest payable semiannually on June 15 and
December 15 of each year (each, an "Interest Payment Date"), commencing December 15, 2013,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Interest Maturity Interest
Year Rate Year Rate
2014 2.00% 2019 2.00%
2015 2.00 2020 2.10
2016 2.00 2021 2.30
2017 2.00 2022 2.50
2018 2.00 2023 2.65
5. Redemption. All Bonds maturing on December 15, 2020, and thereafter, shall be
subject to redemption and prepayment at the option of the City on December 15, 2019, 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 specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
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redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty (30) days prior to
the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having 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 assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney 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 of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6. Bond Re ig strar. Northland Trust Services, Inc. in Minneapolis, Minnesota is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
recard holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
R- $
GENERAL OBLIGATION BOND, SERIES 2013A
1NTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
°/a DECEMBER 15, AUGUST 15, 2013
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF PRIOR LAKE, SCOTT COLTNTY, MINNESOTA (the "Issuer"), certifies
that it is indebted and for value received promises to pay to the registered owner specified above,
or registered assigns, unless called for earlier redemption, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, and to pay interest
thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment
Date"), commencing December 15, 2013, 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 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 who is the
Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America. So long as this Bond is registered in the name of
the Depository or its Nominee as provided in the Resolution hereinafter described, and as those
terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and
notice with respect thereto shall be made as provided in Letter of Representations, as defined in
the Resolution, and surrender of this Bond shall not be required for payment of the redemption
price upon a partial redemption of this Bond. Until termination of the book-entry only system
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pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its
Nominee.
Redemption. All Bonds of this issue (the "Bonds") maturing on December 15, 2020, and
thereafter, shall be subject to redemption and prepayment at the option of the City on December
15, 2019, 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 selection of
the amounts and maturities of the Bonds to be prepaid shall be at the discretion of the Issuer; and
if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon shall
cease to accrue from and after the redemption date. Mailed notice of redemption shall be given
to the paying agent and to each affected Holder of the Bonds at least thirty (30) days prior to the
date fixed for redemption.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ation. This Bond is one of an issue in the total principal
amount of $3,240,000, 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 State of Minnesota and pursuant to a resolution adopted by
the City Council on July 22, 2013 (the "Resolution"), for the purpose of providing money to
finance the construction of various public improvements and street reconstruction improvements
within the jurisdiction of the Issuer. This Bond is payable out of the General Obligation Bonds,
Series 2013A Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to
provide moneys for the prompt and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and t�ing powers of the Issuer have been
and are hereby irrevocably pledged.
Denominations; Exchan�e; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
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registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
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 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 office of the Bond Registrar upon presentation and surrender
hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution
and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in
exchange for this Bond, one or more new fully registered Bonds in the name of the transferee
(but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Re�istered 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-Exempt Obli ation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
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IN WITNESS WHEREOF, the City of 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.
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 COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the /s/ Facsimile
Resolution mentioned Mayor
within.
NORTHLAND TRUST
SERVICES, INC.,
Minneapolis, Minnesota, /s/ Facsimile
Bond Registrar Manager
By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
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 sells, assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint attorney to transfer the Bond on
the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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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
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8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by the
Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the
same person. The Bond Registrar shall authenticate the signatures of officers of the City on each
Bond by execution of the Certificate of Authentication on the Bond and, by inserting as the date
of registration in the space provided, the date on which the Bond is authenticated, except that for
purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a
date of registration the date of original issue, which date is August 15, 2013. The Certificate of
Authentication so executed on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
10. Registration; Transfer; Exchan�e. The City will cause to be kept at the office of
the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond
Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the
registration of transfers of Bonds entitled to be registered or transferred as herein provided.
Upon surrender for transfer of any Bond at the office of the Bond Registrar, the City shall
execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration
(as provided in paragraph 9) of, and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like
aggregate principal amount, having the same stated maturity and interest rate, as requested by the
transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the office of the Bond Registrar. Whenever any
Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or his, her or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer ar exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Ri h�pon Transfer or Exchan�e. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the first (1 st) 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. Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record
Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. DeliverX; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Manager to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Bonds, Series 2013A 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
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manner herein specified until all of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund the following separate accounts:
(a) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less accrued and capitalized interest received thereon, plus any
special assessments levied with respect to the Improvements and collected prior to completion of
the Project and payment of the costs thereof. From the Construction Account there shall be paid
all 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 t�es or special assessments herein levied or covenanted to be levied; and
provided further that if upon completion of the Improvements there shall remain any unexpended
balance in the Construction Account, the balance (other than any special assessments) shall be
transferred by the Council to the Debt Service Account, or in the case of any balance attributable
to the Improvement Portion of the Bonds, the fund of any other improvement instituted pursuant
to Minnesota Statutes, Chapter 429, and provided further that any special assessments credited to
the Construction Account shall only be applied towards payment of the costs of the
Improvements upon adoption of a resolution by the City Council determining that the application
of the special assessments for such purpose will not cause the City to no longer be in compliance
with Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Debt Service Account. There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, the Debt Service Account: (i) all collections of special
assessments herein covenanted to be levied with respect to the Improvements and either initially
credited to the Construction Account and not already spent as permitted above and required to
pay any principal and interest due on the Bonds or collected subsequent to the completion of the
Improvements and payment of the costs thereof; (ii) capitalized interest in the amount of
$58,150.00 (together with interest earnings thereon and subject to such other adjustments as are
appropriate to provide sufficient funds to pay interest due on the Bonds on or before June 15,
2014); (iii) all accrued interest received upon delivery of the Bonds; (iv) any collections of all
taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (v) all funds
remaining in the Construction Account after completion of the Project and payment of the costs
thereof, not so transferred to the account of another improvement; (vi) all investment earnings on
funds held in the Debt Service Account; and (vii) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Debt Service Account.
The Debt Service Account shall be used solely to pay the principal and interest and any
premiums for redemption of the Bonds and any other general obligation bonds of the City
hereafter issued by the City and made payable from said account as provided by law.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) in addition to the above in an
amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the
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Construction Account or Debt Service Account (or any other City account which will be used to
pay principal or interest to become due on the bonds payable therefrom) in excess of amounts
which under then-applicable federal arbitrage regulations may be invested without regard to
yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. Money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
United States or any agency or instrumentality thereof if and to the extent that such investment
would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
16. Covenants Relating to the Improvement Portion of the Bonds.
(a) Assessments . It is hereby determined that no less than twenty percent (20%) of
the cost to the City of each Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied
against every assessable lot, piece and parcel of land benefitted by any of the Improvements.
The City hereby covenants and agrees that it will let all construction contracts not heretofore let
within one (1) year after ordering each Improvement financed hereunder unless the resolution
ordering the Improvement specifies a different time limit for the letting of construction contracts.
The City hereby further covenants and agrees that it will do and perform as soon as they may be
done all acts and things necessary for the final and valid levy of such special assessments, and in
the event that any such assessment be at any time held invalid with respect to any lot, piece or
parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be
taken by the City or the City 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 do all further acts and take all further proceedings as may be
required by law to make the assessments a valid and binding lien upon such property. The
special assessments have 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 balance 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
Desi n� ation Amount Lev Year Rate
See Attached Schedule
At the time the assessments are in fact levied the City Council shall, based on the then-
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
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(b) Tax Lew; Covera e�. To provide moneys for payment of the principal and
interest on the Improvement 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 years and in the
amounts as follows:
Year of Tax Levv Year of Tax Collection Amount
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 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. Covenants Relatin� to the Street Reconstruction Portion of the Bonds. To provide
moneys for payment of the principal and interest on the Street Reconstruction 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 years and in the amounts as follows:
Years of Tax Levv Years of Tax Collection Amount
See Attached Schedule
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Street Reconstruction 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 Street Reconstruction Portion of the Bonds. The tax levies shall be irrepealable
so long as any of the Street Reconstruction 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.
18. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also 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
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discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
19. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
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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 Bonds stating in effect that
such action will not impair the tax-exempt status of the Bonds.
20. General Obligation Pled�e. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
21. Continuin� Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided 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 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 covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and Manager of the City, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
22. Certificate of Re�istration. A certified copy of this resolution is hereby directed
to be filed with the County Auditor of Scott County, Minnesota, together with such other
information as the Auditor shall require, and there shall be obtained from the County Auditor a
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.
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23. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
24. Ne�ative 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 Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code.
25. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States if the Bonds (together with other obligations reasonably expected to
be issued and outstanding at one time in this calendar year) exceed the small issuer exception
amount of $5,000,000.
For purposes of qualifying for the small issuer exception to the federal arbitrage rebate
requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds,
determines and declares that
(a) the Bonds are issued by a governmental unit with general taxing powers;
(b) no Bond is a private activity bond;
(c) ninety five percent or more of the net proceeds of the Bonds are to be used for
local governmental activities of the City (or of a governmental unit the jurisdiction of which is
entirely within the jurisdiction of the City); and
(d) the aggregate face amount of all tax exempt bonds (other than private activity
bonds) issued by the City (and all entities subardinate to, or 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(�(4)(D) of the
Code.
26. Desi�nation of Qualified Tax-Exempt Obli at� ions. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
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(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2013 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2013 have been designated for purposes of Section 265(b)(3) of the Code; and
( fl the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
27. 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 Bond Registrar
on the closing date for further distribution as directed by the Purchaser.
28. Severabilitv. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Headin�s. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting Manager of the City of Prior Lake,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council, duly called and held on the
date therein indicated, insofar as the minutes relate to providing for the issuance and sale of
$3,240,000 General Obligation Bonds, Series 2013A.
WITNESS my hand on July _, 2013.
Manager
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MOODY'S
INVESTORS SERVICE
New Issue: Moody's assigns Aa2 rating to Prior Lake's (MN) $3.2M GO Bonds,
Ser.2013A
Global Credit Research -11 Jul 2013
City has $37.2M rated debt including current offering
PRIOR LAKE (CITY OF) MN
Cities (including Towns, Villages and Townships)
MN
Mood�s Rati ng
ISSUE RATING
General Obligation Bonds, Series 2013A Aa2
Sale Amount $3,240,000
Expected Sale Date 07/22/13
Rating Description General Obligation
Mood�ls Outiook NOO
Opinion
NEW YORK, July 11, 2013 —Moody's Investors Service has assigned a Aa2 rating to the City of Prior Lake's
(MN) $3.2 million General Obligation Bonds, Series 2013A. Concurrently, Moody's has affirmed the Aa2 rating on
the ciry's outstanding general obligation debt and the Aa3 rating on the city's lease revenue debt, issued by the
Prior Lake Economic Development Authority. Post-sale, the city will have $37.2 million of outstanding general
obligation debt.
SUMMARY RATINGS RATIONALE
The Series 2013A bonds are secured by the city's general obligation unlimited tax pledge and will be used to fund
street improvements and reconstruction. The Aa2 rating reflects the city's moderately-sized tax base that has
experienced multi-year declines in full valuation; above average socioeconomic indicators; healthy financial
operations including maintenance of a strong General Fund balance; and an average direct debt but elevated
overall debt burden. The Aa3 rating on the city's lease revenue bonds is notched once off the city's long-term
general obligation rating, reflecting the risk of non-appropriation and the essentiality of the pledged assets (a city
hall building and police station). The city issued general obligation bonds in February 2012 that advance refunded
its outstanding lease revenue bonds. The lease revenue bonds are callable on December 15, 2013.
STRENGTHS
- Close proximity to the Twin Cities metropolitan area
- Above average socioeconomic indices
-Healthy financial operations with strong General Fund reserves
CHALLENGES
-Four consecutive years of declines in full valuation
-Above average overall debt burden
DETAILED CREDIT DISCUSSION
MODERATELY-SIZED TAX BASE LOCATED NEAR THE TWIN CITIES WITH ABOVE AVERAGE WEALTH
LEVELS; FOUR CONSECUTIVE YEARS OF VALUATION DECLINES
The city's tax base value is expected to stabilize, despite recent declines, given its close proximity to the Twin
Cities and recent counry-provided estimates showing a return to stability in 2013. Prior Lake is a mostly residential
community located 27 miles southwest of the Twin Cities in Scott County (GO rated Aa1). Prior Lake's full
valuation is currently a moderately sized $2.4 billion, based on its 2012 economic market value. Following
sustained rapid appreciation, the tax base experienced four years of declines in full valuation starting in 2009. The
2009 to 2012 declines were, 3.1 %, 4.1 %, 5.2%, and 5.2%, respectively. Declines were largely due to depreciation
of residential home values. Positively, preliminary estimates for 2013 from the Scott County Assessor show an
increase in full valuation of 3.7% due to new construction, new annexations, and improvements. The city also
reports an increase in building permits and a decline in foreclosures from the previous year.
Looking forward, Prior Lake expects significant future tax base growth due to additional land annexations and
expected population growth. The city maintains an annexation agreement with Spring Lake Township that calls for
up to 3,000 acres to be annexed by 2024 which will further drive growth in population and the city's full value. The
city experienced a significant 43.2% increase in population from 2000 (15,917) to 2010 (22,796), and similar
growth in earlier decades. Officials expect the city's population to reach 30,000 by 2040.
The city's two largest employers are the Mystic Lake Casino (3,800 employees) and Independent School District
No. 719 (GO rated Aa3; 740 employees). Officials report operations at the city's largest employers and taxpayers
are stable. At 5.0% in April 2013, Scott County's low unemployment rate falls below state and national rates, at
5.4% and 7.1 %, respectively, for the same period. Favorably, the city's resident income levels exceed national
averages, with per capita income and median family income at 162.9% and 147.4% of the nation, respectively,
according to 2006-2010 estimates provided by the American Communiry Survey.
HEALTHY FINANCIAL OPERATIONS SUPPORTED BY STRONG FUND BALANCES
The city's financial position will continue to remain strong, as the result of prudent management practices and the
maintenance of healthy fund balances. The city maintains a minimum fund balance policy of 40% of total General
Fund expenses in reserve and a target of 45% in reserve. The city's General Fund balance has consistently been
greater than 45% of General Fund revenues since 2008. In fiscal 2012, management drew down $775,000 of
General Fund balance to bring reserves closer to the 45% target. Fund balance was used for one-time
expenditures, including the early retirement of its Series 2005C bonds, advance funding the ciry's Facilities
Management Fund, and the acquisition of land for a park. The General Fund ended fiscal 2012 with fund balance of
$7.OM, or a healthy 54.2% of revenues. In fiscal 2013 the city is planning for another draw down of $700,000 of
General Fund reserves for one-time expenditures, including payment of debt, incentives to employees to transition
to a high deductible health care plan for long-term savings, and possibly a new financial software system. The city
expects to end fiscal 2013 with its General Fund reserves at 47% of operating revenues. In fiscal 2014, the ciry
may budget for additional draw downs of the General Fund balance if reserves continue to remain above the target
of 45°/a.
The city has limited exposure to the State of Minnesota's (GO rated Aa1/negative) budgetary pressures as the ciry
does not receive any Local Government Aid (LGA). In fiscal 2012, over 60% of the General Fund revenues were
from property taxes and 10% from intergovernmental sources, primarily state grants. Charges for services and
licenses and permit revenue at 8.7% and 5.0% of General Fund revenues respectively, are a smaller but growing
part of revenue due to an increase in building permit activity and increased water and sewer rates. The city's
enterprises maintain healthy operations by reviewing rates annually and incrementally increasing rates as needed.
ABOVE-AVERAGE OVERALL DEBT BURDEN WITH SOME FUTURE BORROWING PLANNED
We expect the city's debt burden to remain manageable given the city's moderate plans to issue new debt. Prior
Lake's direct debt burden is moderate at 1.2% of full value; however, its overall debt burden is above average at
5.0% of full value due to sizeable levels of debt issued by Prior Lake-Savage Independent School District No. 719
(GO rated Aa3). Future debt issuances are projected to be between $2.5 million to $4 million per year over the
next ten years for routine capital expenditures, as outlined in the city's multi-year capital improvement plans.
Amortization of the city's direct debt is average, with 63.6% of principal retired within ten years. All of the city's
outstanding debt is fixed rate and the city is not party to any interest rate swap agreements.
The ciry has an average employee pension burden, based on unfunded liabilities for its share of two multiple-
employer plans administered by the state and one single employer plan which it administers. Moody's has
allocated liabilities of state cost-sharing plans in proportion to its contributions to each plan for analytic purposes.
The city's share of unfunded pension liabilities allocated by Moody's on a reported basis consist of an estimated
$3.3 million share of the statewide Government Employees Retirement Fund (GERF), an estimated $2.9 million
share of the Public Employees Police and Fire Fund (PEPFF), and a reported $324,000 for the City of Prior Lake
Firefighters Relief and Pension Association. The actuarial valuation dates for the state plans are as of December
31, 2011. The city's annual contribution to the retirement systems in fiscal 2011 was $773,919, equal to 5.0% of
operating revenues.
Moody's adjusted combined net pension liabiliry (ANPL) for the ciry as of fiscal 2011 related to GERF, PEPFF and
the city's fire department pension plan, under our methodology for adjusting reported pension data, is $20.5 million,
or a slightly above average 1.34 times operating revenues (General Fund and Debt Service Fund), compared to
less than 1 times on average in the sector. Moody's ANPL reflects certain adjustments we make to improve
comparability of reported pension liabilities. The adjustments are not intended to replace the district's reported
liabiliry information, but to improve comparability with other rated entities.
WHAT COULD CHANGE THE RATING - UP
-Substantial expansion of the city's tax base
- Maintenance of strong financial operations
WHAT COULD CHANGE THE RATING - DOWN
- Sustained deterioration of the city's tax base valuation
- Substantial deterioration of reserve levels to levels below the city's peers
KEY STATISTICS:
2010 Population: 22,796 (43.2% increase since 2000)
2012 Full valuation: $2.4 million (2.5% five year average annual decrease)
Estimated full value per capita: $99,986
2006-2010 per capita income as a% of nation: 147.4%
2006-2010 per capita income as a% of nation: 162.9%
Scott County unemployment rate (April 2013): 5.0% (MN at 5.4%; U.S. at 7.1%)
FY 2012 General Fund balance (GAAP): $7.0 million (54% of General Fund revenues)
Debt burden: 5.0% (1.2% direct)
Principal amortization (10 years): 63.6%
Moody's ANPL (2011): $20.5 million (1.34x FY11 operating revenues)
Post-Sale GOULT debt outstanding: $37.2 million
Lease revenue debt outstanding: $8.84 million (advance refunded with general obligation bonds)
PRINCIPAL METHODOLOGIES USED
The principal methodology used in rating the general obligation debt was General Obligation Bonds Issued by US
Local Governments published in April 2013. The principal methodology used in rating the lease revenue debts was
the Fundamentals of Credit Analysis for Lease-Backed Municipal Obligations published in December 2011. Please
see the Credit Policy page on www.moodys.com for a copy of these methodologies.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory
disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class
of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance
with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain
regulatory disciosures in relation to the rating action on the support provider and in relation to each particular rating
action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings,
this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in
relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where
the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner
that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for
the respective issuer on www.moodys.com.
Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating
outlook or rating review.
Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal
entity that has issued the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for
each credit rating.
Analysts
Cora Bruemmer
Lead Analyst
Public Finance Group
Moody's Investors Service
Andrea Stenhoff
Backup Analyst
Public Finance Group
Moody's Investors Service
Hetty Chang
Additional Contact
Public Finance Group
Moody's Investors Service
Contacts
Journalists: (212) 553-0376
Research Clients: (212) 553-1653
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
USA
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