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HomeMy WebLinkAbout8E - Fences in Right-Of-Way STAFF AGENDA REPORT DATE: ~~NALD RYE, PLANNING DIRECTOR 0ft. CONSIDER AN AMENDMENT TO THE ZONING ORDINANCE TO PERMIT FENCES IN COUNTY ROAD RIGHT-OF-WAY SEPTEMBER 3, 1996 AGENDA #: PREPARED BY: SUBJECT: DISCUSSION: The Harbor Community Association has submitted an application to amend the zoning ordinance to permit the construction of a fence in the right-of-way of County Road 42. The attached staff report describes the request in detail and discusses some of the reasons why cities do not typically allow fences in rights-of-way. Also attached is a document prepared by the applicant which outlines their reasons for requesting the amendment. INTRODUCTION: Originally, the applicant suggested language which would have allowed Scott County to approve fences in the right- of-way of County roads. The County did not support this language and suggested wording which limited the regulation of fences to City right-of-way and was silent concerning state and County right-of-way. Staff is basically of the opinion that the current ordinance which prohibits fences in all.. rights-of-way in the City could be difficult to enforce on state or county roads if either was inclined to allow them, particularly if they were to cite some beneficial public purpose for doing so. Staff also feels that both MnDOT and Scott County have been reluctant to allow any structure of substance on their rights- of-way without a compelling reason. Because staff is of the opinion that this a policy issue; no specific recommendation was given to the Planning Commission. The Planning Commission conducted a public hearing on this matter on August 12, 1996. One person testified in opposition to the request and one person from the Harbor 16200 tcPgrl~~~~Rs.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 44.7-4245 AN EQUAL OPPORTUNITY EMPLOYER PLANNING REPORT SITE: PRESENTER: PUBLIC HEARING: DATE: 4E Consider amendment to zoning ordinance to permit fences in County road rights-of way (( ~ N/A . "\ Donald Rye, Planning Director ~ L _X_ YES _NO-N/A August 12, 1996 AGENDA ITEM: SUBJECT: INTRODUCTION: The City has received an application from the Harbors Community Association to amend the zoning ordinance to permit the construction of a fence in the right-of-way of County Road 42. BACKGROUND: The Harbor Community Association wishes to construct a fence in the right-of-way of County Road 42 in order to meet the objectives contained in the attachment to this report. These objectives relate to screening, noise reduction and security and access control. The Association has indicated that a fence on their own property will not meet these objectives because of the topography of the area. The right- of-way line is located on the hill slope below the level of County Road 42 and a fence on the property line would not provide the screening the Association desires nor would it adequately address the other objectives. Consequently, the Association has asked that the ordinance be amended to allow fences on the right-of-way of County roads with County approval. The fence as proposed by the Association would exceed the height limitation for fences in the City. If an amendment were to be approved, the height limits would need to be addressed in some fashion. City ordinance currently states as follows regarding fences: Fences shall not be permitted in any ri~ht-of-way. DISCUSSION: The provision which prohibits fences in rights-of-way is a common one in City codes. The reasons for such provisions are as follows: . Public policy- As a matter of public policy, public land should be available to the general public on an equal basis. The theory is that public land should not be generally available to individuals or small groups to enjoy a privilege not granted to the general public. If no public purpose is being served, there should be no private use. . Liability- The City may have liability exposure by allowing private use of public right-of-way. Some Cities will allow limited private use subject to specific agreements which specify the conditions of use, contain a hold-harmless or 16200 ~!tp~4eJ1~<t</%,re. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER indemnification clause in favor of the City and provide for insurance coverage to the City to be provided by the user. · Interference with public functions- Private use of a right-of-way may interfere with the public functions of the right-of-way. In addition to streets, rights-of-way often contain public utilities, signage and pedestrian facilities for the benefit of the general public. Private use should not interfere with these facilities. While private use can sometimes be shown not to conflict with these facilities, most communities as noted have taken the position that private use is usually not allowed. · Traffic Safety- Private use may compromise the safety of persons using public streets if the private use obstructs traffic, confuses motorists, blocks views or otherwise acts as an impediment or hazard to traffic. Because of potential liability issues noted above, most cities do not allow private use except in rare or unusual circumstances. The attached memorandum from the Engineering Department underscores these concerns. Proposal- The applicants have proposed specific ordinance language as follows: Fences shall not be permitted in any right-of-way, except that Scott County may permit construction offences within the right-ofway of County State Aid Highways. This language was submitted to Scott County for review. The response received by the City was that the County was opposed to the specific language proposed and suggested that the City may want to consider an amendment which limited City regulations to City streets only and remained silent on the issue of County or State highways. A copy of the County response is attached. This application, and the County response to it, raises both regulatory and policy issues. While the City may have some authority to regulate the use of County or State right-of- way, City regulations may be superseded by other authorities if superior public purposes are being served by these other authorities. For example, the State could build a noise wall along Highway 13 as a means of protecting the public health. As a policy matter, the question is whether the City wishes to continue to assert control over fences in State or County rights-of-way, knowing that the possibility exists that City controls could be overridden, or is the City satisfied to allow the County and State to regulate their own rights-of-way, knowing that each is also subject to the concerns outlined above regarding the private use of public right-of-way? If the City were to adopt language along the lines suggested by the County, the City would have no control over such structures and would have no guarantee of some minimum level of aesthetics. The attached map shows the County and State roads in the City which would be affected by the language proposed by the County. However, given the position expressed by the County, it does not appear that the County is anxious to issue fence permits on a wholesale basis. Traditionally, MnDGT has not freely issued permits for the use of its' right-of-way and it would seem unlikely that they would adopt a more liberal position in that regard. ALTERNATIVES: 8 1 2964E.DOC/DR 2 1. Approve amendment as requested 2. Approve an amendment consistent with language suggested by Scott County 3. Approve amendment with specific changes adopted by the Commission 4. Deny the request 5. Continue the case for specific reasons RECOMMENDATION: Specify policy direction and recommend Council adoption of ordinance language consistent with the suggested policy direction. ACTION REQmRED: Motion and second consistent with desired alternative 812964E.DOCIDR 3 Planning Case File No. Property Identification No. City of Prior Lake LAND USE APPLICATION q~-O&~ 16200 Eagle Creek Avenue S.E. / Prior Lake, Minnesota 55372-1714 / Phone (612) 447-4230, Fax (612) 447-4245 Type of Application: Brief description of proposed project (attach additional o Rezoning, from (present zonini) sheets/narrative if desired) to (proposed zonini) v 13 ~ ~ ~ A.~ ~ B Amendment to City Code, Compo Plan or City Ordinance ~ ~ U1 s ~ ~ o Subdivision of Land ~ ... ~~~f?4.1! ~.~ . tr^ o Administrative Subdivision ~ ~.........~..... Lc... ~-~ o Conditional Use Permit ......... Il~ L~ --@~;I"""""P,)f~ o Variance Applicable Ordinance Section(s): , . , I S- ~ ~L t....~ ( t:>f< I). '" S' -0.1) Ii: ccr' V/V'j ~ Applicant(s): H~ ~..~ Address: 6S ~" 1-1 MJl../3 t. .~ '? /iA<:. rt IV..~ Home Phone: "I 2. -C{y -.;- Ii::. '7 Work Phone: ~/L Y'1~ 77Y<j Property Owner(s) [If different from Applicants]: Address: Home Phone: Work Phone: Type of Ownership: Fee -:-k Contract for Deed _ Purchase Agreement . Legal DescriPt;:;'n~ ~ttach a copy if there is not enough space on this sheet): AJ,~ ~tr~ To the best of my knowledge the information procided in this application and other material submitted is correct. In addition, I have read the relevant sections of the Prior Lake Ordinance and procedural guidelines, and understand that appJiciltions will n,Rt be processed until d emed complete by the Planning Director or assignee. H A, 31"'l. ~ .-vt ,v\ V ,v I -':-1. 0 ~, f) 7-/ -9~ A licant's Signa re Date Fee Owner's Signature Date THIS SPACE TO BE FILLED IN BY THE PLANNING DIRECTOR OR DESIGNEE PLANNING COMMISSION CITY COUNCIL APPROVED APPROVED DENIED DENIED DATE OF HEARING DA TE OF HEARING CONDITIONS: Signature of Planning Director or Designee Date T Appendix ( change noted in italics) 6.11 Screening: (Ord. 95-05) Proposed change in wording for (E) regarding the last sentence. F~ces shall not be permitted in any right-of-way, except that Scott County may permit construction of fences within the right of way of County State Aid Highways. II: A r f fi.-I-l "f} qt (H i1 ;< I':,:"i~ t () .... I- L-(. IV I 1'1 PRo I' 0 S rt <.. ) Proposal for North end of Harbor South of Hwy 42 North of tennis court between the Don Kotula and Dr. Ed Reese properties. Project: Erect a solid wood fence that stands 6-7 feet above Hwy 42. runs approximatelv 525 feet long and is substantial enough to withstand wind and weather for 25+ years. Plant 5 + foot trees next to fence and pay for both trees and fence throu~h voluntary contributions. Objective: . Act as a security barrier . Reduce sound . Reduce, or eliminate sight of traffic on 42. . Eliminate trespassing down hill to lake through Association property- Summer and Winter . Retain a uniform look that is attractive and adds value. Ways to meet objectives: . Plant Spruce trees: To block out the sight of automobiles (seedlings and small transplants) 1-3 below have been completed and paid for already from voluntary contributions. 1. Plant close together (5ft centers) 2. Several rows deep (2 rows deep on each end and 12 rows deep in middle section. 3. Length of area - 850 ft.~ Depth 10 to 65 feet (Approximately 1,050 seedlings planted). * Through voluntary contributions- this will add one row of taller spruce trees towards top of bank next to proposed fence. They should be 5-8 feet tall. (approximately 40 trees over a 240 ft distance) . . Build Fence: 1. Treated wood - 525 feet long 2. 23-35 ft from curbs on County highway 42 3. 7 to 8 ft. fence (Approximately 6 -7ft above highway) Constructed from 2" x 6" x 8 ft. treated lumber & 4" x 6" x lOft. treated posts (posts rest about 3 ft: in ground). will eliminate almost all road noise. will not eliminate all sight problems until trees reach 15 ft height. Should eliminate security problems and the way trespassers reach water. Cost of spruce trees and fence: . Fence - approximately $24 per lineal foot. Total projected cost = $13.000 . Spruce trees - Approximately $100-$200 depending on size and variety. Variety of spruce - Norway, White, Colorado Blue and Black Hills spruce. Size - 5 ft: - 8ft Optimum number = 40 Total projected cost = $ 6 000. (based on 40 trees x $150) TOTAL PROJECTED COST for optimum size fence and number of trees = $19 000. SCOTT COUNTY PUBLIC WORKS AND LANDS DIVISIO HIGHWAY DEPARTMENT 600 COUNTRY TRAIL EAST JORDAN, MN 55352-9339 GARY L. CUNNINGHAM (612) 496-8346 COUNTY ADMINISTRATOR BRAD LARSON ASSOCIA TE ADMINISTRATOR D rn@rnO'MrnrD JJ./91&) U Fax: (612) 496-8365 July 18, 1996 Jane Kansier Planning Coordinator City of Prior Lake 16200 Eagle Creek Ave. S.E. Prior Lake MN 55372-1714 RE: Fence Ordinance Dear Ms. Kansier: This is in response to the City's consideration of an amendment to the city code and zoning ordinance on fences within the public right-of-way. While we do not have a problem with the proposal, Scott County is opposed to the amendment as written. If the ordinance is recommended for change, the change should not specifically reference Scott County right-of-way. We recommend that the ordinance specify that no fences shall be placed within the right-of-way of Prior Lake streets. The ordinance would be "silent" on State and County highways. This we believe would satisfy the City's concern on their system, continue to maintain the State's and County's statutory authority on their system and not "advertise" the idea that private fences may be allowed on public right-of-way. If you further questions or need additional information please feel free to call me. Sincerely, ~ Bradley J. Larson, .E. Associate Administrator - Public Works and Lands B JUan c: John Roach, Assistant County Attorney An Equal OpportuniryjSafety A ware Employer INTEROFFICE MEMORANDUM TO: FROM: RE: DATE: DON RYE, DIRECTOR OF PLANNING AND ZONING ~D'. I JOHN WINGARD, ASSISTANT CITY ENGINEER ..> 1 \N FENCES IN PUBLIC RIGHT-OF-WAY AUGUST 5, 1996 We have given careful consideration to the request by private individuals to construct fences in public right-of-way. For the following reasons, we would discourage the construction of fences in City right-of-way. . The fence can create an obstacle to the City's maintenance or public safety personnel that might need access to the City's property. . If the fence is constructed on public property, then the issue of who will maintain the fence needs to be resolved. The City's maintenance personnel are busy and have a lot of facilities to keep in good working order. Maintaining our streets, water and sewer systems should be a higher priority. . The design and location of fences needs to allow for good visibility for our motorists and pedestrians. . The City needs to allow adequate space for snow storage along our streets. Fences can be damaged from the weight of the snow when the plows clear the streets. . The fence can become another obstacle for a car that is out of control that leaves the paved surface. The traffic engineers are requiring clear zones on streets to improve the safety. These ideas are mutually recognized by other cities as reasons why you seldom see fences in City right-of-way. I hope this helps to provide you with some of the rationale used by the .City in formulating our policy regarding fences in public right-of-way. 162(9~~~~'~" Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER (Ij>>T , ~I '.~ ' I I ~-== '-'-- ,.~ " i II' ~~ "T ". ~ ,," mY"I" ~~:'~7 "<~"f,'J~~.ffi': 1 .. . , ,~", .,,:' ' ~ () ?--i.A:,,' , I ,11-' , 'I . ~ ' . i"', · ' ....-.' IT'" ' I' ' ~ ",0r\'~; ~ H"-'~: "':~~l ~'L' ) :-tJAt!-i:'"'i; , ,I-=fil'-,E~I' C- -!~_I I ~ " , ' '-- !'.. " . ........... ,,- · ,I ~ ,...;", ! ,:', 1I,.~ . .~. : ,1'T~ ~il " L, ~I:~ ,~.____,~i ; ! 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'~..,'N " 'T~ ~~L ! ,~!~:lJr i ...lh , I I I I , EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA HELD: September 3, 1996 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Prior Lake, Scott County, Minnesota, was duly called and held at the City Hall in said City on Tuesday, the 3rd day of September, 1996, at ____ o'clock _.M., for the purpose, in part, of authorizing the issuance of, and awarding the sale of, $2,430,000 General Obligation Refunding Bonds of 1996 of the City. The following members were present: and the following were absent: Member resolution and moved its adoption: introduced the following Resolution Number 96-93 RESOLUTION PROVIDING FOR ISSUANCE OF $2,430,000 GENERAL OBLIGATION REFUNDING BONDS OF 1996 A. WHEREAS, the City of Prior Lake, Minnesota (the "City"), has retained , in Minnesota, as its independent financial advisor for the competitive negotiated sale of $2,430,000 General Obligation Refunding Bonds of 1996 (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 B. WHEREAS, the City owns and operates a municipal water and sewer system as a combined revenue producing public utility (the "System") and there are outstanding: (i) General Obligation Advance Refunding Bonds of 1992, dated February 1, 1992 (the "Prior Bonds") ; and (ii) General Obligation Water and Sewer Revenue Bonds of 1995, dated November 1, 1995 (the "Prior Water and Sewer Revenue Bonds"), a portion of the interest and principal of the Prior Bonds and all of the interest and 314807.1 principal of the Prior Water and Sewer Revenue Bonds constitute a prior lien upon the net revenues of the System. The Prior Bonds and Prior Water and Sewer Revenue Bonds are hereinafter referred to collectively as the "Outstanding Revenue Bonds"; and C. WHEREAS, the City has heretofore issued the Prior Bonds for the purpose of providing money, together with other available funds, to refund in advance of maturity the outstanding bonds of the following issues: (a) General Obligation Improvement Bonds of 1986, dated February 1, 1986 (the "Improvement Bonds"); and (b) General Obligation Water Revenue Bonds of 1987, dated October 1, 1987 (the "Water Bonds") of the City. The Improvement Bonds were issued for the purpose of providing money to finance the construction of various improvements within the jurisdiction of the City (the "Improvement Project"). The Water Bonds were issued for the purpose of providing money to finance the construction of various improvements to the municipal water system within the jurisdiction of the City (the "Water Project") ; and D. WHEREAS, $3,025,000 in principal amount of the Prior Bonds which mature in the years 1996 and thereafter are subject to redemption and prepayment at the option of the City on December 1, 1995, and on any interest payment date thereafter at a price of par plus accrued interest as provided in the resolution of the City Council, dated January 13, 1992 authorizing the issuance of the Prior Bonds (the "Prior Resolution"); and E. WHEREAS, the City Council deems it desirable and in the best interests of the City to call for redemption and prepayment all (i.e., $2,405,000) of the Prior Bonds which mature on December 1, 1998 and thereafter on December 1, 1996, the next interest payment date, in accordance with the Prior Resolution in order to reduce the debt service costs to the City; and F. WHEREAS, the City Council has heretofore determined and declared that it is necessary and expedient to issue the Bonds of the City, pursuant to Minnesota Statutes, Chapter 475, to provide funds, together with certain available funds of the City, to pay on December 1, 1996, all of the City's Prior Bonds which then remain outstanding (the "Refunding"); and G. WHEREAS, it is in the best interests of the City that the Bonds be issued in book-entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Prior Lake, Minnesota, as follows: 314807.1 2 :.. 1. Acceotance of Offer. The offer of Juran & Moody, Inc. (the "Purchaser"), to purchase the Bonds of the City (or individually, a "Bond"), in accordance with the terms and at the rates of interest hereinafter set forth, and to pay therefor the sum of $2,386,260, plus interest accrued to settlement, is hereby accepted. 2. Bond Terms. (a) Title: Original Issue Date: Denominations: Maturities. The Bonds shall be titled "General Obligation Refunding Bonds of 1996", shall be dated September 1, 1996, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations"). The Bonds shall mature, without option of prepayment, on December 1 in the years and amounts as follows: Year Amount Year Amount 1998-2000 2001-2002 2003-2004 $275,000 290,000 300,000 2005 2006 $210,000 215,000 All dates are inclusive. (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraph 11 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). 314807.1 3 " (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Register 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 or upon the Holder of 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 314807.1 4 provisions in paragraph 10 hereof, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations") . (vii) All transfers of beneficial ownership interests in each Bond issued in book-entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (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 rece~pt 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. (c) Termination of Book-Entry Only System. Discontinu- ance of a particular Depository's services and termination of the book-entry only system may be effected as follows: 314807.1 5 _...........--.=,,~~'"~.".~,,~--......_'_"'~h.'."~'"""~..~"'_.._.. ."~~""'>"'~~"~~____~""'"-__~,,_~_......,.,~..~..,..__,__.,,+......,,",,""_,_..." _..,...___~~..,",~"..,...~~_..,,~%,__..,___.,._".,_"____,....~,_.'''-..>"......_.,__"".,__.--......___"_<~..,,...,.. ,__ (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Bond if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of bOOk-entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository is willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 11 hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 11 hereof, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 11 hereof. (d) The City Manager is authorized and directed to execute in the name of the City the Letter of Representations in substantially the form on file in the office of the City. In the event of the disability or the resignation or other absence of the Manager of the City, such other officer of the City who may act in his or her behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled official. The provisions in the Letter of Representations are incorporated herein by referenced 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. 314807.1 6 3. Allocation of Bonds to Improvement Refunding Portion of the Prior Bonds and to Water Revenue Refundina Portion of the Prior Bonds: Allocation of Prepayments to Portions of Debt Service. The aggregate principal amount of $ maturing in the principal amounts of $5,000 in each of the years and amounts hereinafter set forth are issued to refund the Improvement Refunding Portion of the Prior Bonds (the "Improvement Refunding Portion"). The remaining aggregate principal amount of the Bonds of $ maturing in each of the years and amounts hereinafter set forth is issued to refund the Water Revenue Refunding Portion of the Prior Bonds (the "Water Revenue Refunding Portion") : Year Improvement Refunding Portion (Amount) Water Revenue Refunding Portion (Amount) 1998 1999 2000 2001 2002 2003 2004 2005 2006 $ $ 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 either or both of the portions of debt service in such amounts as the City shall determine. If the source of the prepayment is special assessments pledged to and taxes levied for the Improvement Project, the prepayment shall be allocated to the Improvement Refunding Portion of debt service. If the source of a prepayment is excess net revenues of the System pledged to the Water Project, the prepayment shall be allocated to the Water Revenue Refunding Portion of debt service. 4. Purpose. The Bonds (together with other available funds, if any, appropriated in paragraph 16 hereof) shall provide funds to finance the Refunding. It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67 and shall result in a reduction of debt service cost to the City. 314807.1 7 5. Interest. The Bonds shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 1997, 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 1998 % 2002 % 1999 2003 2000 2004 2001 2005 6. No Redemption. The Bonds shall not be subject to redemption and prepayment prior to their maturity. 7. Bond Registrar. First Trust National Association, in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar") , and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 13 of this resolution. 8. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 314807.1 8 UNITED STATES OF AMERICA STATE OF MINNESOTA SCOTT COUNTY CITY OF PRIOR LAKE R- $ GENERAL OBLIGATION REFUNDING BOND OF 1996 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP SEPTEMBER 1, 1996 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Prior Lake, Scott County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, without option of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date") , commencing June 1, 1997, at the rate per annum specified above (calculated on the basis of a 36D-day year of twelve 3D-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of First Trust National Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the 314807.1 9 "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 te~s are defined therein, payment of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution. Until te~ination of the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee.]* REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be 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; that the Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect charges for the service, use and availability of its municipal water system at the times and in amounts necessary to produce net revenues, together with other sums pledged to the payment of the "Water Revenue Refunding Portion" (as defined in the Resolution) of the Bonds, adequate to pay all principal and interest when due on the Water Revenue Refunding Portion of the Bonds; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on Water Revenue Refunding Portion of the Bonds of this issue as they respectively become due, if the net revenues from the municipal water system, and any other sums irrevocably appropriated to the Debt Service Account are insufficient therefor; 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. Include only until te~ination of the book-entry only system under paragraph 2 hereof. * 314807.1 10 IN WITNESS WHEREOF, the City of Prior Lake, Scott County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Registrable by: FIRST TRUST NATIONAL ASSOCIATION Date of Registration: Payable at: FIRST TRUST NATIONAL ASSOCIATION BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA /s/ Facsimile Mayor FIRST TRUST NATIONAL ASSOCIATION St. Paul, Minnesota Bond Registrar /s/ Facsimile Manager By Authorized Signature 314807.1 11 ON REVERSE OF BOND No Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption and prepayment prior to their maturity. Issuance: purpose: General Obliqation. This Bond is one of an issue in the total principal amount of $2,430,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on September 3, 1996 (the "Resolution"), for the purpose of providing money, together with certain available money of the Issuer, to redeem on December 1, 1996, a portion of the outstanding General Obligation Advance Refunding Bonds of 1992, dated February 1, 1992 of the Issuer. This Bond is payable out of the General Obligation Refunding Bonds of 1996 Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations: Exchanqe: Resolution. The Bonds are issuable solely as fully registered bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. 314807.1 12 Fees unon 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 Reqistered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Oualified Tax-Exempt Oblioation. This Bond has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 26S(b) (3) of the Internal Revenue Code of 1986, as amended. 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: UTMA - - as tenants in common - as tenants by the entireties as joint tenants with right of and not as tenants in common as custodian for survivorship TEN COM TEN ENT JT TEN - (Minor) Uniform (Cust) under the (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 314807.1 13 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.) 314807.1 14 9. Execution: Temporary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its Mayor and Manager and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and canceled. 10. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the 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 September 1, 1996. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 11. Registration: Transfer: Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of 314807.1 15 . --'_.'--~------"'-'----"""'-'-""-"""""""'--'''''''''''''-'~'''~-''''~'' ,~-""""_______,__~......_",-~_,.~.."..,...."...".,,~..~~__,,,_,__,._._.._"...,.......,;..",._"'=._.._~"___,_~c,~,'_,........_____~.~^,.~___.......__~.~,.~_~.. 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 10) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment 314807.1 16 dates. The Manager is hereby authorized to negotiate and execute the terms of said agreement. 12. Riahts Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 13. Interest Payment: Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 14. Treatment of Reqistered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 13 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 15. Deliverv: Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 16. Fund. Accounts and Subaccounts. (a) $ of the proceeds of the Bonds shall be deposited in the Debt Service Account of the General Obligation Advance Refunding Bonds of 1992 Fund (the "Payment Account"), which amount, together with all other funds held therein and $ of the City deposited at bond closing for the Bonds is sufficient to prepay the outstanding Prior Bonds on December 1, 1996. 314807.1 17 (b) There has heretofore been created an Operation and Maintenance Account into which is paid all gross revenues and earnings derived from the operation of the System, including all charges for service, use, availability and connection to the System, when collected, and all moneys received from the sale of any facilities or equipment of the System or any by-products thereof. From this account there is paid all the normal, reasonable and current costs of operating and maintaining the System. Current expenses include the reasonable and necessary costs of operating, maintaining and insuring the System, salaries, wages, costs of materials and supplies, necessary legal, engineering and auditing services, and all other items, which, by sound accounting practices, constitute normal, reasonable and current costs of operation and maintenance, but excluding any allowance for depreciation, extraordinary repairs and payments into any debt service account. All moneys remaining in the Operation and Maintenance Account after paying or providing for the foregoing items constitute and are referred to in this resolution as "net revenues". (c) There is hereby created a special fund to be designated the "General Obligation Refunding Bonds of 1996 Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Cost of Issuance Account" and "Debt Service Account", respectively, to which shall be credited and debited all income and disbursements of the System as hereinafter set forth. The Finance Director of the City and all officers and employees concerned therewith shall establish and maintain financial records of the receipts and disbursements of the System in accordance with this resolution. In such records there shall be established and maintained accounts of the Fund for the purposes and in the amounts as follows: (i) Cost of Issuance Account. There shall be deposited in the Cost of Issuance Account $ of the remaining proceeds of the Bonds. Monies in the Cost of Issuance Account shall be used to pay the costs of issuing the Bonds. Any monies remaining in the Cost of Issuance Account after all costs of issuance have been paid or provided for shall be transferred to the Debt Service Account for the Bonds. (ii) Debt Service Account. There shall be maintained two (2) separate subaccounts in the Debt Service Account to 314807.1 18 be designated the "Improvement Subaccount" and the "Water Revenue Subaccount". There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the separate subaccounts of the Debt Service Account: (a) Improvement Subaccount. To the Improvement Subaccount there shall be credited: (i) all uncollected special assessments pledged to the payment of the Improvement Refunding Portion of the Prior Bonds which are not needed to pay the Improvement Refunding Portion of the Prior Bonds as a result of the Refunding; (ii) a pro rata share of accrued interest received upon delivery of the Bonds; (iii) any collections of all taxes herein or hereafter levied for the payment of the Improvement Refunding Portion of the Bonds and interest thereon; (iv) any collections of all taxes heretofore levied for the payment of the Improvement Refunding Portion of the Prior Bonds and interest thereon which are not needed to pay the Improvement Refunding Portion of the Prior Bonds as a result of the Refunding; (v) a pro rata share of funds remaining in the Cost of Issuance Account after all costs of issuing the Bonds have been paid; (vi) a pro rata share of any funds remaining on deposit in the Payment Account established for the Prior Bonds after the same have been paid and discharged; (vii) all investment earnings on funds held in the Improvement Subaccount; and (viii) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Improvement Subaccount. The Improvement Subaccount shall be used solely to pay the principal and interest and any premiums for redemption of the Improvement Refunding Portion of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said subaccount as provided by law. (b) Water Revenue Subaccount. To the Water Revenue Subaccount there shall be credited: (i) the net revenues of the System not otherwise pledged and applied to the payment of other obligations of the City, in an amount, together with other funds which may herein or hereafter from time to time be irrevocably appropriated to the account sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the payment of the principal and interest of the Water Revenue Refunding Portion of the Bonds; (ii) a pro rata share of accrued interest received upon delivery of the Bonds; (iii) all collections of taxes which may hereafter be levied in the event that net revenues and 314807.1 19 -_.~..~----~~-,..'^'"...,"'-~"..~~.,_. "....,'"--~-"'-"""~-'---- other funds herein pledged to the payment of the principal and interest of the Water Revenue Refunding Portion of the Bonds of this issue are insufficient therefor; (iv) a pro rata share of funds remaining in the Cost of Issuance Account after all costs of issuing the Bonds have been paid; (v) a pro rata share of any funds remaining on deposit in the Payment Account established for the Prior Bonds after the same have been paid and discharged; (vi) all investment earnings on funds held in the Water Revenue Subaccount; and (vii) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Water Revenue Subaccount. The Water Revenue Subaccount shall be used solely to pay the principal and interest and any premiums for redemption of the Water Revenue Refunding Portion of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said subaccount as provided by law. 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 Cost of Issuance Account, Operation and Maintenance 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"). 17. Special Assessments. There has heretofore been levied special assessments for the Improvement Project financed by the Improvement Bonds. The balance of said special assessments which are not needed to pay the Improvement Refunding 314807.1 20 _ .".,_...."..-~.,~"',___"._,..~""".__._,,,.____"'.>__""~~._'-'......,._,.,,,, .'..M',..._........",_.._, ". '.. >-,~~~.~""~._,~.,._.,,,._-._-,--.'"""'""-----~,~,......,;"_.~.--.....---_.-...-""",-,._#~ Portion of the Prior Bonds as a result of the Refunding shall be pledged to the payment of the Improvement Refunding Portion of the Bonds. 18. Tax Levy: Coveraae Test: Cancellation of Certain Tax Levies. To provide moneys for payment of the principal and interest on the Improvement Refunding Portion of the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levy Year of Tax Collection Amount $ The tax levies are such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Improvement Refunding 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 Refunding Portion of the Bonds. The tax levies shall be irrepealable so long as any of the Improve- ment Refunding Portion of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. Upon payment of the Improvement Refunding Portion of the Prior Bonds, the taxes levied in paragraph 18 of the Prior Resolution authorizing the issuance of the Prior Bonds, in the years ____ through 2005 for collection in ____ through 2006 shall be canceled. 19. Excess Net Revenues. Net revenues in excess of those required for the foregoing may be used for any proper purpose. 20. Sufficiency of Net Revenues: Coveraae Test. It is hereby found, determined and declared that the net revenues of the System are sufficient in amount to pay when due the principal of and interest on the Water Revenue Refunding Portion of the Bonds herein authorized and the Outstanding Revenue Bonds and a sum at least five percent (5%) in excess thereof, and the net revenues of the System are hereby pledged on a parity with the 314807.1 21 ~_,___.",-___"'O<o__.._.o.d-,=~.""____",""""___,,,,,_,,.,""'"",,,~;>~<,"~,-~",,,,,,~,--,-------""~.-"~-"'--'~"""""-""'--"'~"""'-""'--"""~"-------~-~^.,,..,.- Outstanding Revenue Bonds, for the payment of the Water Revenue Refunding Portion of the Bonds of this issue and shall be applied for that purpose, but solely to the extent required to meet the principal and interest requirements of this issue as the same become due. Nothing contained herein shall be deemed to preclude the City from making further pledges and appropriations of the net revenues of the System for the payment of other or additional obligations of the City, provided that it has first been determined by the City Council that the estimated net revenues of the System will be sufficient in addition to all other sources, for the payment of the Water Revenue Refunding Portion of the Bonds herein authorized and such additional obligations and any such pledge and appropriation of the net revenues may be made superior or subordinate to, or on a parity with the pledge and appropriation herein. 21. Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes, Section 444.075, the City hereby covenants and agrees with the Holders of the Water Revenue Refunding Portion of the Bonds that it will impose and collect charges for the service, use, availability and connection to the System at the times and in the amounts required to produce net revenues adequate to pay all principal and interest when due on the Water Revenue Refunding Portion of the Bonds and the Outstanding Revenue Bonds. 22. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity. 23. 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 314807.1 22 "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: A. Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. D. The City agrees that its covenants pursuant to the Rule set forth in this paragraph 23 and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Manager of the City, or any other officer of the City authorized to act in their place with "Officers" are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 24. General Obligation Pledae. 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 net revenues of the System appropriated and pledged to the payment of principal and interest on the Water Revenue Refunding Portion of the Bonds, together with other funds irrevocably appropriated to the Debt Service Account herein established, 314807.1 23 ~__,~__~",_~."_~_~,__"",.,,,,__~"_A__'__-""_""_''''""''_'<____"'"""'.__~.".__,_"__..__.......,,.~.___...._..._~...__ ,..,~---......"_.".,..,_u~_..,,~.,_..........~~,.,._._~-..............---..-..---, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as it becomes due. 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. 25. Notice of Call for Redemption of the Prior Bonds. The Manager is hereby authorized and directed to give mailed notice of redemption prior to December 1, 1996 to Firstar Trust Company, Milwaukee, Wisconsin, as agent for Firstar Bank of Minnesota, N.A., successor to American Bank National Association (formerly, American National Bank and Trust Company), the paying agent for the Prior Bonds, and to all registered holders of the Prior Bonds. Said notice shall be in substantially the form attached hereto as Exhibit A. 26. Prior Bonds: Security. Until retirement of the Prior Bonds, all provisions theretofore made for the security thereof shall be observed by the City and all of its officers and agents. 27. Certificate of Registration. The Manager is hereby directed to file a certified copy of this resolution with the County Auditor of Scott County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register, that the tax levy for the Improvement Refunding Portion of the Prior Bonds has been canceled, and that the tax levy required by law for the Improvement Refunding Portion of the Bonds has been made. 28. 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. 314807.1 24 29. Neaative Covenant as to Use of 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. 30. Tax-Exempt Status of the Bonds: Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small-issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Bonds are issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f) (4) (D) of the Code. Furthermore: (i) there shall not be taken into account for purposes of said $5,000,000 limit any bond issued to refund (other than to advance refund) any bond to the extent the amount of the refunding bond does not exceed the outstanding amount of the refunded bond; (ii) the aggregate face amount of the Bonds does not exceed $5,000,000; (iii) each of the Prior Bonds was issued as part of an issue which was treated as meeting the rebate 314807.1 25 requirements by reason of the exception for governmental units issuing $5,000,000 or less of bonds; (iv) the average maturity of the Bonds does not exceed the average maturity of the Prior Bonds; and (v) no part of the Bonds has a maturity date which is later than the date which is thirty (30) years after the dates the Prior Bonds were issued. 31. Designation of Oualified Tax-Exempt Obligations: Issuance Limit. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 26s(b) (3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 26S(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 1996 will not exceed $10,000,000; (e) not more than $10,000,000 of obligations issued by the City during this calendar year 1996 have been designated for purposes of Section 26s(b) (3) of the Code; (f) the aggregate face amount of the Bonds does not exceed $10,000,000; and (g) the Bonds are issued to refund, and not to "advance refund" the Prior Bonds within the meaning of Section 149(d) (5) of the Code, and shall not be taken into account under the $10,000,000 issuance limit to the extent the Bonds do not exceed the outstanding amount of the Prior Bonds. 314807.1 26 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. 32. Severability. If any section, paragraph or prov1s1on 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. 33. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: adopted. Whereupon said resolution was declared duly passed and 314807.1 27 STATE OF MINNESOTA COUNTY OF SCOTT CITY OF PRIOR LAKE I, the undersigned, being the duly qualified and acting Manager of the City of Prior Lake, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to authorizing the issuance of, and awarding the sale of, $2,430,000 General Obligation Refunding Bonds of 1996 of said City. WITNESS my hand this 3rd day of September, 1996. Manager 314807.1 28 EXHIBIT A NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION ADVANCE REFUNDING BONDS OF 1992 CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Prior Lake, Scott County, Minnesota, there have been called for redemption and prepayment on December 1, 1996 those outstanding bonds of the City designated as General Obligation Advance Refunding Bonds of 1992, dated February 1, 1992, having stated maturity dates in the years 1998 through 2007, and totalling $2,405,000 in principal amount. The bonds are being called at a price of par plus accrued interest to December 1, 1996, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment, at Firstar Trust Company, Milwaukee, Wisconsin, as agent for Firstar Bank of Minnesota, N.A., successor to American Bank National Association (formerly, American National Bank and Trust Company), Attn: Corporate Trust Services, 615 East Michigan Street, Fourth Floor, in Milwaukee, Wisconsin 53202, on or before December 1, 1996. Dated: September 3, 1996. BY ORDER OF THE CITY COUNCIL /s/ Frank Boyles Manager Important Notice: Under the Interest and Dividend Compliance Act of 1983, 31% will be withheld if tax identification is not properly certified. Additional information may be obtained from: JURAN & MOODY, INC. Minnesota Mutual Life Building 400 North Robert Street, Suite 800 St. Paul, Minnesota 55101-2091 Telephone No.: (612) 224-1500 Fax No.: (612) 224-5124 Attn.: Lori A. Giampaolo Public Finance Department 314807.1