HomeMy WebLinkAbout021605 Extract of Minutes16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
EXTRACT OF MINUTES OF A MEETiNG OF THE
CITY COUNCIL OF THE
CITY OF PRIOR LAKE, MINNESOTA
HELD: February 16, 2005
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Prior Lake, Scott County, Minnesota, was duly called and held at the City Hall on
February 16, 2005, at 5:00 P.M., for the purpose, in part, of authorizing the issuance and
awarding the sale of $7,570,000 General Obligation Refunding Bonds, Series 2005A.
The following members were present: Mayor Haugen and Council Member's Fleming,
LeMair, Petersen and Zieska
and the following were absent: None
MOTION Petersen
SECOND Zieska
RESOLUTION NUMBER 05-34
RESOLUTION PROVIDiNG FOR THE ISSUANCE AND SALE OF
$7,570,000 GENERAL OBLIGATION REFUNDiNG BONDS, SERIES
2005A, PLEDGiNG FOR THE SECURITY THEREOF WATER AND
SEWER SYSTEM NET REVENUES AND LEVYING A TAX FOR
THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City"),
hereby determines and declares that it is necessary and expedient to provide money for a current
refunding of the City's: (i) $1,885,000 original principal amount of General Obligation
Crossover Refunding Bonds, Series 1998A, dated March 1, 1998 (the "Prior Revenue Bonds"),
and (ii) $7,165,000 original principal amount of General Obligation Crossover Refunding Bonds,
Series 1998B, dated March 1, 1998 (the "Prior Tax Levy Bonds" and, together with the Prior
Revenue Bonds, the "Prior Bonds"), which mature on and after December 1, 2006; and
B. WHEREAS, $1,360,000 aggregate principal amount of the Prior Revenue Bonds
which matures on and after December 1, 2006 (the "Refunded Revenue Bonds"), is callable on
December 1, 2005, at a price of par plus accrued interest, as provided in the Resolution of the
City Council adopted on February 20, 1998, authorizing the issuance of the Prior Revenue Bonds
(the "Prior Revenue Resolution"); and
C. WHEREAS, $7,165,000 aggregate principal amount of the Prior Tax Levy Bonds
which matures on and after December 1, 2006 (the "Refunded Tax Levy Bonds" and, together
R:\RESOLUTI~FINARES\05-34 Sale of $7.5 million bo/~xm~ityo fpriorlake, com l
Phone 952.447.4230 / Fax 952.447.4245
with the Refunded Revenue Bonds, the "Refunded Bonds"), is callable on December 1, 2005, at
a price of par plus accrued interest, as provided in the Resolution of the City Council adopted on
February 20, 1998, authorizing the issuance of the Prior Tax Levy Bonds (the "Prior Tax Levy
Resolution" and, together with the Prior Revenue Resolution, the "Prior Resolutions"); and
D. WHEREAS, the refunding of the Refunded Bonds is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
cost to the City; and
E. 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 $715,000
original principal amount of General Obligation Refimding Bonds of 2003, dated September 1,
2003 (the "Outstanding Bonds"), a portion of which is payable from net revenues of the System
and constitutes a prior lien thereon; and
F. WHEREAS, the Prior Revenue Bonds were issued for the purpose of providing
money to refinance bonds issued to finance various improvements to the System; and
G. WHEREAS, the Prior Tax Levy Bonds were issued for the purpose of providing
money to refinance bonds issued to finance the acquisition and betterment of a library and
resource center and various parks and recreational facilities for the City; and
H. WHEREAS, the City Council deems it desirable and in the best interests of the
City, in order to reduce debt service costs, to call for redemption and prepayment on
December 1, 2005, the Prior Bonds which mature on December 1, 2006, and thereafter, all in
accordance with the Prior Resolutions; and
I. WHEREAS, the City Council determines and declares that it is necessary and
expedient to issue $7,570,000 General Obligation Refimding Bonds, Series 2005A (the "Bonds"
or individually, a "Bond"), pursuant to Minnesota Statutes, Chapter 475, to provide money for a
current refunding of the Refunded Bonds on December 1, 2005; and in order for the Bonds to be
a current refimding, their delivery date to the Purchaser (as defined below), will be delayed until
September 6, 2005 (the "Refunding"); and
J. WHEREAS, the City has retained Mericor Financial Services, Inc., in Dellwood,
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 Statues,
Section 475.60, Subdivision 2(9); and
K. 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,
R:~ILESOLUTI\FINARES\05-34 Sale of $7.5 million bonds. DOC 2
and to pay therefor the sum of $7,948,425.45, plus imerest accrued to settlement, is hereby
accepted.
2. Terms of Bonds.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated September 1, 2005, as the date of original issue and shall be issued forthwith on or
after such date in fully registered form. The Bonds shall be numbered from R-1 upward in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
shall mature on December 1 in the years and amounts as follows:
Year Amount Year Amount
2006 $330,000 2012 $705,000
2007 440,000 2013 755,000
2008 490,000 2014 815,000
2009 545,000 2015 710,000
2010 600,000 2016 780,000
2011 645,000 2017 755,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE
& CO., as the nominee (it or any nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") oi: 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
R:\RESOLUTI\FINARES\05-34 Sale of $7.5 million bonds. DOC 3
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 11, 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.
R:\RESOLUTBFINARES\05-34 Sale of $7.5 million bonds. DOC 4
(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 p~artial 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-Er~trv Only System. Discontinuance of a particular
Depository's services and termination of the book-entxy 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 fimctions 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 12. 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 11.
(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
R:~RESOLUTI~FINARES\05-34 Sale of $7.5 million bonds. DOC 5
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Allocation of Bonds to Prior Bonds; Allocation of Prepayments to Portions of
Debt Service. The aggregate principal amount of $1,310,000 maturing in each of the years and
amounts hereinafter set forth are issued to refund the Refunded Revenue Bonds (the "Revenue
Refunding Portion"). The aggregate principal amount of $6,260,000 maturing in each of the
years and amounts hereinafter set forth are issued to refimd the Refunded Tax Levy Bonds (the
"Tax Levy Refunding Portion"):
Year
Revenue
Refunding Portion
(Amount)
Tax Levy
Refunding Portion Total
(Amount) (Amount)
2006 $110,000 $220,000 $330,000
2007 125,000 315,000 440,000
2008 130,000 360,000 490,000
2009 135,000 410,000 545,000
2010 145,000 455,000 600,000
2011 155,000 490,000 645,000
2012 170,000 535,000 705,000
2013 170,000 585,000 755,000
2014 170,000 645,000 815,000
2015 710,000 710,000
2016 780,000 780,000
2017 755,000 755,000
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 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 a
prepayment is excess net revenues of the System pledged to the Revenue Refunding Portion, the
prepayment shall be allocated to the Revenue Refunding Portion of debt service.
4. Purpose. The Bonds (together with other available funds, if any, appropriated in
paragraph 16) shall provide funds to finance the Refunding. It is hereby found, determined and
declared that the Refunding is pursuant ito Minnesota Statutes, Section 475.67 and shall result in
a reduction of debt service cost to the City.
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, 2006,
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:
R:\RESOLUTBFINARES\05-34 Sale of $7.5 million bonds. DOC
Maturity Year Interest Rate Maturity Year Interest Rate
2006 3.750% 2012 4.500%
2007 3.750 2013 4.625
2008 4.000 2014 4.750
2009 4.125 2015 4.750
2010 4.250 2016 5.000
2011 4.375 2017 5.000
6. Redemption. Bonds maturing on December 1, 2016, and thereafter, shall be
subject to redemption and prepayment at the option of the City on December 1, 2015, 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. Ifre~temption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a conunon maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bend Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds 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 such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
7. Bond Registrar. The Finance Director of the City is appointed to act as bond
registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed. 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.
R:~RESOLUTI\FINARES\05-34 Sale of $7.5 million bonds,DOC 7
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:
R:\RESOLUTI~FINARES\05 -34 Sale of $7.5 million bonds. DOC
UNITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COUNTY
CITY OF PRIOR LAKE
GENERAL OBLIGATION REFUNDiNG BOND, SERIES 2005A
INTEREST
RATE
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
MATURITY
DATE
DECEMBER 1,
CEDE & CO.
DATE OF
ORIGiNAL ISSUE
SEPTEMBER 1, 2005
DOLLARS
CUSIP
THE CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA (the "Issuer"), certifies
that it is indebted and for value received promises to pay to the registered owner specified above,
or registered assigns, in the manner hereinafter set forth, the principal amount specified above,
on the maturity date specified above, unless called for prepayment, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"),
commencing June 1, 2006, at the rate per annum specified above (calculated on the basis of a
360-day year of twelve 30~day months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from the date of original issue hereof. The principal of
and premium, if any, on this Bond are payable upon presentation and surrender hereof at the
office of the Finance Director of the Issuer (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each
Interest Payment Date by check or draft mailed to the person in whose name this Bond is
registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth
day of the calendar month next preceding such Interest Payment Date (the "Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Date, and shall be payable to the person who is the Holder
hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given to Bondholders not less than ten days prior to the Special Record
Date. The principal of and premium, if any, and interest on this Bond are payable in lawful
money of the United States of America. So long as this Bond is registered in the name of the
Depository or its Nominee as provided in the Resolution hereinafter described, and as those
terms are defined therein, payment of principal of, premium, if any, and interest on this Bond and
notice with respect thereto shall be made as provided in 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
R:\RESOLUTI\FlNARES\05-34 Sale of $7.5 million bonds. DOC 9
pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its
Nominee.
Redemption. The Bonds of this issue (the "Bonds") maturing on December 1, 2016, and
thereafter, are subject to redemption and prepayment at the option of the Issuer on December 1,
2015, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and
if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest 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 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 s~lect by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. Ifa Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar sol requires, a ~vritten 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) ami the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds of the same series fiaving the same stated maturity and interest rate and of
any Authorized Denomination or Denothinations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $7 570 000 (the "Bonds"), all of like date of original issue and tenor, except as to
number, maturity, interest rate, denomir~ation and redemption privilege, issued pursuant to and in
full conformity with the Constitution anfl laws of the State of Mi_m].esota and _p, ursuant to a
resolution adopted by the City Council On February 16, 2005 (the Resolution '), for the purpose
of providing money to redeem on December 1, 2005, the outstanding General Obligation
Crossover Refunding Bonds, Series 19~8A, dated March 1, 1998, and the outstanding General
Obligation Crossover Refunding Bondsi Series 1998B, dated March 1, 19998. This Bond is
payable out of the General Obligation Psefunding Bonds, Series 2005A 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.
R:~RESOLUTIXFiNARES\05-34 Sale of $7.5 million bonds. DOC 10
Denominations; Exchange; ResOlution. The Bonds are issuable sole'ly in fully registered
form in the denominations of $5,000 arid integral multiples thereof of a single maturity and are
exchangeable for fully registered Bond~of other authorized denominations in equal aggregate
principal amounts at the office of the Bpnd Registrar, but only in the manner and subject to the
limitations provided in the Resolution. i Reference is hereby made to the Resolution for a
description of the fights and duties oft~e 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 attomey
duly authorized in writing at the office Df the Bond Registrar upon presentation and surrender
hereof to the Bond Registrar, all subjecI to the terms and conditions provided in the Resolution.
Thereupon the Issuer shall execute end,he Bond Registrar shall authenticate and deliver, in
exchange for this Bond, one or more n4w fully registered Bonds in the name of the transferee
(but not registered in blank or to "bearey" 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 legalior unusual costs regarding transfers .and lost Bonds.
Treatment of Registered Owner~· 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 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 shal! 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 Obligatiqn. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for pm'Poses of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED A~D RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Mirmesota 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 flee Holders of the Bonds that it will impose and collect
charges for the service, use and availability of its municipal water and sewer system at the times
and in amounts necessary to produce ndt revenues, together with other sums pledged to the
payment of the "Revenue Refunding Portion" of the Bonds, as defined in the Resolution,
adequate to pay all principal and interest when due on the 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 Revenue Refunding Portion of the as they
R:\RESOLUTBFINARES\05-34 Sale of $7.5 million bonds. DOC 11
respectively become due, if the net reveBues from the municipal water and sewer system and any
other sums irrevocably appropriated to the Debt Service Account are insufficient therefor; and
that this Bond, together with all other d~bts 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 ~ndebtedness.
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 sbal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration: Registrable by: FINANCE DIRECTOR
CITY OF PRIOR LAKE, MINNESOTA
Payable at: OFFICE OF THE FINANCE DIRECTOR
CITY OF PRIOR LAKE, MINNESOTA
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
FINANCE DIRECTOR
CITY OF PRIOR LAKE,
MINNESOTA
Bond Registrar
~anFacsimile
ager
By.
R:\RESOLUTI\FINARES\05 ~34 Sale of $7.5 million bonds. DOC 12
tBBREVIATIONS
The following abbreviations, w~en 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 entiretiesi
JT TEN - as joint tenants with fight of ~ulvivorship and not as tenants in common
UTMA - as custodian fo~ under the Uniform
(Cust) (Minor) (State)
Transfers to Minors Act
Additional abbreviations ~ nay also be used though not in the above list.
i ASSIGNMENT
For value received, the undersi ned hereby sells, assigns and transfers unto
Ihe 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 }ubstitution in the premises.
Notice:
Dated:
The assignor's signature to this assignment must correspond
w!th 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 240.1!7 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.)
RARESOLUTBFINARES\05-34 Sale of $7.5 million bond~.DOC
13
PRE~
This Bond has been prepaid in 1
Date Amc unt
AYMENT SCHEDULE
,art on the date(s) and in the amount(s) as follows:
Authorized Signature of Holder
R:~RESOLUTI\FINARES\05-34 Sale of $7.5 million bonds. DOC 14
9. Execution; Temporary l~onds. The Bonds shall be executed on behalf of the City
by the signatures o£its Mayor and Manltger and be sealed with the seal of the City; provided,
however, that the seal of the City may ~e a printed facsimile; and provided further that both of
such signatures may be printed facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event ofdisab!lity 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 ~hall nevertheless be valid and sufficient for all purposes,
the same as if he or she had remained iff 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 Bohd 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 the
Bond Registrar. 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 provide~d 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, 2005. The Certificate
of Authentication so executed on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this ~esolution.
11. Registration; Transfer; l~xchange. 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 Reg!strar 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 ofahy Bond at the office of the Bond Registrar, the City shall
execute (if necessary), and the Bond R~gistrar 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 isame 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, Boards 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 exchangei 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.
R:\RESOLUTI\FINARES\05 -34 Sale of $7.5 million bonds. DOC 15
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 exchangb for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the s~ne debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered fo~ such exchange or transfer.
Every Bond presented or surren~lered 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 ~he Holder's attorney duly authorized in writing.
The Bond Registrar may requir~ payment ora sum sufficient to cover any tax or other
governmental charge payable in coune~tion with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfe~:s and lost Bonds.
Transfers shall also be subject t. ) reasonable regulations of the City contained in any
agreement with the Bond Registrar, inc[uding 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.
12. Rights Upon Transfer o4Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bogd shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by s~ch other Bond.
13. Interest Payment; Recor
Interest Payment Date by check or drat
registered (the "Holder") on the regism
and at the address appearing thereon at
month next preceding such Interest Pa3
interest not so timely paid shall cease t~
the Regular Record Date, and shall be 1
close of business on a date (the "Speci~
money becomes available for payment
Date shall be given by the Bond Regis!
Special Record Date.
14. Treatment of Registerei
person in whose name any Bond is reg:
receiving payment of principal of and t
provisions in paragraph 13) on, such B
such Bond shall be overdue, and neithe
t Date. Interest on any Bond shall be paid on each
: mailed to the person in whose name the Bond is
lion books of the City maintained by the Bond Registrar
the close of business on the fifteenth day of the calendar
ment Date (the "Regular Record Date"). Any such
~ be payable to the person who is the Holder thereof as of
~ayable to the person who is the Holder thereof at the
l Record Date") fixed by the Bond Registrar whenever
~f the defaulted interest. Notice of the Special Record
:ar to the Holders not less than ten days prior to the
Owner. The City and Bond Registrar may treat the
stered as the owner of such Bond for the purpose of
remium, if any, and interest (subject to the payment
)nd and for all other purposes whatsoever whether or not
the City nor the Bond Registrar shall be affected by
notice to the contrary.
15. Delivery; Application o[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.
R:~.ESO LUTI~F INARE S\05 -34 Sale of $7,5 million bonds. DOC
16. Fund, Accounts and Su~
(a) Bond proceeds in the an
Account of the General Obligation Cro
created by the Prior Revenue Resolutio
with all other funds held therein is surf
December 1, 2005. Bond proceeds in t
Service Account of the General Obliga
heretofore created by the Prior Tax Lex
accounts.
.ount of $1,310,000 shall be deposited in the Debt Service
;sover Refunding Bonds, Series 1998A Fund, heretofore
n for the Prior Revenue Bonds, which amount, together
cient to prepay the Refunded Revenue Bonds on
he amount of $6,260,000 shall be deposited in the Debt
ion Crossover Refunding Bonds, Series 1998B Fund,
y Resolution for the Prior Tax Levy Bonds which
amount, together with all other funds h~ld therein is sufficient to prepay the Refunded Tax Levy
Bonds on December 1,2005. /
(b) There has heretofore be~n 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, ayailability and connection to the System, when collected,
and all moneys received from the sale ~f any facilities or equipment of the System or any by-
products thereof. From the Operation and Maintenance 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, Becessary legal, engineering and auditing services, and all
other items, which, by sound accounting practices, constitute normal, reasonable and current
costs of operation and maintenance, bu~ excluding any allowance for depreciation, extraordinary
repairs and payments into any debt sergice 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
Refunding Bonds, Series 2005A Fund"
Manager as a bookkeeping account se
official financial records of the City.
specified until all of the Bonds and the
maintained in the Fund separate accom
Account", to which shall be credited ar
of the City and all officers and employ,
~ special fund to be designated the "General Obligation
(the "Fund") to be administered and maintained by the
arate and apart from all other funds maintained in the
he Fund shall be maintained in the manner herein
interest thereon have been fully paid. There shall be
ts, designated the "Payment Account" and "Debt Service
d debited all funds as hereinafter set forth. The Manager
~es concerned therewith shall establish and maintain
financial records of the receipts and di~, lursements in accordance with this resolution. In such
records there shall be established and ~ taintained accounts of the Fund for the purposes and in
the amounts as follows:
(i) Payment Account. There shall be deposited in the Payment Account
premium received on the sale of the Bonds to be used to pay the costs of issuing the
Bonds. Any sums remaining in the Payment Account after all costs of issuance have
been paid or provided for shall ~e transferred to the Debt Service Account.
(ii) Debt Service AcCount. There shall be maintained two separate
subaccounts in the Debt Servic~ Account to be designated the "Revenue Subaccount" and
the "Tax Levy Subaccount". There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, tile separate subaccounts of the Debt Service Account:
R:\RESOLUTIkFINARES\05-34 Sale of $7.5 million bonds. DOC 17
(a) Revenue Subaccount. To the Revenue Subaccount there shall be
credited: (i) the net revenues of the System not otherwise pledged and applied to
the payment of other ob!igations of the City, in an amount, together with other
funds which may hereinl or hereafter from time to time be irrevocably
appropriated to the acco
Statutes, Section 475.61
Revenue Refunding Pot
received upon delivery ~
hereafter be levied in th
herein pledged to the pa
Refunding Portion of th
funds remaining in the
been paid; (v) all invesl
and (vi) any and all oth{
appropriated by the gov
Revenue Subaccount sh
premiums for redemptk
other general obligation
payable from said subac
(b) Tax Lev'
credited: (i) any collecti
Tax Levy Refunding Po]
received upon delivery ¢
levied for the payment o
not needed to pay the Ts
Refunding; (iv) a pro ral
all costs of issuing the B
held in the Tax Levy Su'
properly available and a
Improvement Subaccom
the principal and interes
Refimding Portion ofth~
City hereafter issued by
provided by law.
No portion of the proceeds oftl:
higher yielding investments or to replm
higher yielding investments, except (1)
needed for the purpose for which the B
amount not greater than the lesser of fi,
this effect, any proceeds of the Bonds ~
Account, Operation and Maintenance /
account which will be used to pay prim
therefrom) in excess of amounts which
be invested without regard to yield sha]
mt sufficient to meet the requirements of Minnesota
for the payment of the principal and interest of the
:ion of the Bonds; (ii) a pro rata share of accrued interest
,fthe Bonds; (iii) all collections of taxes which may
.' event that net revenues of the System and other funds
~nent of the principal and interest of the Revenue
: Bonds are insufficient therefor; (iv) a pro rata share of
ayment Account after all costs of issuing the Bonds have
nent earnings on funds held in the Revenue Subaccount;
r moneys which are properly available and are
:rning body of the City to the Revenue Subaccount. The
~11 be used solely to pay the principal and interest and any
of the Revenue Refunding Portion of the Bonds and any
bonds of the City hereafter issued by the City and made
count as provided by law.
Subaccount. To the Tax Levy Subaccount there shall be
>ns of taxes herein or hereafter levied for the payment of
tion of the Bonds; (ii) a pro rata share of accrued interest
f the Bonds; (iii) any collections of all taxes heretofore
~the Tax Levy Refunding Portion of the Bonds which are
s Levy Refunding Portion of the Bonds as a result of the
~ share of funds remaining in the Payment Account after
>nds have been paid; (v) all investment earnings on funds
~account; and (vi) any and all other moneys which are
e appropriated by the governing body of the City to the
I. The Tax Levy Subaccount shall be used solely to pay
and any premiums for redemption of the Tax Levy
Bonds and any other general obligation bonds of the
Ihe City and made payable from said subaccount as
e Bonds shall be used directly or indirectly to acquire
e fimds which were used directly or indirectly to acquire
for a reasonable temporary period until such proceeds are
>nds were issued and (2) in addition to the above in an
'e pement of the proceeds of the Bonds or $100,000. To
ad any sums from time to time held in the Payment
.ccount or Debt Service Account (or any other City
ipal or interest to become due on the bonds payable
under then applicable federal arbitrage regulations may
I not be invested at a yield in excess of the applicable
yield restrictions imposed by said arbit!age regulations on such investments after taking into
R:~RESOLUTBFINARES\05-34 Sale of $7.5 million bond~.DOC
account any applicable "temporary peri
arbitrage regulations. Money in the Fu:
by, guaranteed by or insured by the Urr
to the extent that such investment woul
meaning of Section 149(b) of the Interr
)ds" or "minor portion" made available under the federal
id shall not be invested in obligations or deposits issued
ted States or any agency or instrumentality thereof if and
t cause the Bonds to be "federally guaranteed" within the
al Revenue Code of 1986, as amended (the "Code").
17. Tax Levy; Coverage Te~t; Cancellation of Certain Tax Levies. To provide
moneys for payment of the principal anlt interest on the Tax Levy Refunding Portion of the
Bonds there is hereby levied upon all o[the taxable property in the City a direct annual ad
valorem tax which shall be spread upo~ 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
2005-2016
The tax levies are such that if c~
other revenues herein pledged for the p
will produce at least five percent in exc
and interest payments on the Tax Levy
Year of Tax Collection
2006-2017
See attached Schedule
Amount
$8,579,099
,llected in full they, together with estimated collections of
iyment of the Tax Levy Refunding Portion of the Bonds,
ess of the amount needed to meet when due the principal
Refunding Portion of the Bonds. The tax levies shall be
irrepealable so long as any of the Tax I~evy Refunding Portion of the Bonds are outstanding and
unpaid, provided that the City reserves ~he right and power to reduce the levies in the manner and
to the extent permitted by Minnesota Slatutes, Section 475.61, Subdivision 3.
Upon payment of the Tax Levy Refunding Portion of the Bonds, the uncollected taxes
pledged in the Prior Ta.x Levy Resolutipn authorizing the issuance of the Tax Levy Refimding
Portion of the Bonds, shall be canceled~
18. Sufficiency of Net Revenues; Coverage Test. It is hereby found, determined and
declared that the net revenues of the S~stem are sufficient in amount to pay when due the
principal of and interest on the Reven.u~ Refunding Portion of the Bonds and the Outstanding
Bonds and a sum at least five percent ia excess thereof, and the net revenues of the System are
hereby pledged for the payment of the Revenue Refunding Portion of the Bonds and the
Outstanding Bonds and shall be applie~l for that purpose, but solely to the extent required to meet
the principal and interest requirements ~fthe Revenue Refunding Portion of the Bonds as the
same become due. ~
Nothing contained herein shall be deemed to preclude the City from making further
pledges and appropriations of the net r~venues 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 Revenue Refunding Portion of the Bonds and such additional obligations
and any such pledge and appropriationlof the net revenues of the System may be made superior
or subordinate to, or on a parity with tl~e pledge and appropriation herein.
19. Covenant to Maintain P~ates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Revenue
R:h~ES O LUTI~F INARES\0 5 -3 4 Sale of $7.5 million bonds. DOC 19
Refunding Portion of the Bonds that it'
availability and connection to the Syste
revenues adequate to pay all principal
of the Bonds and the Outstanding Bon~
provides as follows: "Real estate tax re
viii impose and collect charges for the service, use,
aa at the times and in the amounts required to produce net
nd interest when due on the Revenue Refunding Portion
s. Minnesota Statutes, Section 444.075, Subdivision 2,
venues should be used only, and then on a temporary
basis, to pay general or special obligations when the other revenues are insufficient to meet the
obligations"; however, nothing shall preclude the City from levying taxes for the payment of the
Revenue Portion of the Bonds as permilted by Minnesota Statutes, Section i 15.46.
20. Excess Net Revenues. l~et revenues in excess of those required for the foregoing
may be used for any proper purpose.
!
21. Defeasance. When all 1~
all pledges, covenants and other rights
Bonds shall, to the extent permitted by
respect to any Bonds which are due on
Registrar on or before that date a sum s
should not be paid when due, it may ne
Registrar a sum sufficient for the paym
deposit. The City may also discharge i
for redemption on any date when they:
with the Bond Registrar on or before tl:
provided that notice of redemption the~
discharge its obligations with respect tt
hereafter authorizing and regulating su,
suitable banking institution qualified b'
securities described in Minnesota Stat~
payable at such times and at such rates
regard to sale and/or reinvestment, to p
notice of redemption as herein require~
date.
22. Continuing Disclosure.
Bonds. The City hereby agrees, in acc~
promulgated by the Securities and Excl
Securities Exchange Act of 1934, as a~
"Undertaking") hereinafter described
(a) Provide or cause to be p
information repository ("NRMSIR") ax
if any, for the State of Minnesota, in ea
with the Rule, certain annual financial
Undertaking. The City reserves the ri
Undertaking as provided therein.
onds have been discharged as provided in this paragraph,
;ranted by this resolution to the registered Holders of the
[aw, cease. The City may discharge its obligations with
my date by irrevocably depositing with the Bond
afficient for the payment thereof in full; or if any Bond
?ertheless be discharged by depositing with the Bond
mt thereof in full with interest accrued to the date of such
s obligations with respect to any prepayable Bonds called
· e prepayable according to their terms, by depositing
at date a sum sufficient for the payment thereof in full,
~'ofhas been duly given. The City may also at any time
any Bonds, subject to the provisions of law now or
.,h action, by depositing irrevocably in escrow, with a
' law as an escrow agent for this purpose, cash or
:es, Section 475.67, Subdivision 8, bearing interest
and maturing on such dates as shall be required, without
ay all amounts to become due thereon to maturity or, if
has been duly provided for, to such earlier redemption
The City is the sole obligated person with respect to the
~rdance with the provisions of Rule 15e2-12 (the "Rule"),
range Commission (the "Commission") pursuant to the
tended, and a Continuing Disclosure Undertaking (the
rovided to each nationally recognized municipal securities
d to the appropriate state information depository ("S1D"),
:h case as designated by the Commission in accordance
nformation and operating data in accordance with the
ht to modify from time to time the terms of the
R:\RESOLUTI\FINARES\05-34 Sale of $7.5 million bonds. DOC
20
(b) Provide or cause to be p~ovided, in a timely manner, to (i) each NRMSIR or to the
Municipal Securities R~tlemaking Boar~--'"(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 piovided, in a timely manner, to (i) each NRMSIR or to the
MSRB and (ii) the SID, notice of a fail ~re by the City to provide the annual financial information
with respect to the City described in th, ~ Undertaking.
(d) The City agrees that its ~ovenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to b~ for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders;Iprovided that the right to enforce the provisions of these
covenants shall be limited to a right to bbtain specific enforcement of the City's obligations under
the covenants.,
The Mayor and Manager of the~ity, or any other officer of the City authorized to act in
their place with "Officers" are hereby ~uthorized 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) c~nsistent with the requirements under the Rule, (ii)
required by the Purchaser of the BondsI and (iii) acceptable to the Officers·
23. General Obligation Plec
interest on the Bonds, as the same resp
powers of the City shall be and are her,
appropriated to the Debt Service Accol
interest on the Bonds when due, the Ci
rate or amount an ad valorem tax upon
principal and interest as it becomes duc
insufficient to pay all principal and int{
therefrom, the deficiency shall be pron
available for such purpose, and such o!
from the Debt Service Account when a
ge. For the prompt and full payment of the principal and
~ctively become due, the full faith, credit and taxing
~by irrevocably pledged. If the funds irrevocably
a~t shall at any time be insufficient to pay principal and
covenants and agrees to levy, without limitation as to
all taxable property in the City sufficient to pay such
· If the balance in the Debt Service Account is ever
rest then due on the Bonds and any other bonds payable
ptly paid out of any other funds of the City which are
her funds may be reimbursed with or without interest
sufficient balance is available therein.
24.
prepaid in accordance with the terms ~t
Redemption attached hereto as Exhibit
approved and incorporated herein by n
25. Prior Bonds; Security.
theretofore made for the security there~
agents·
26. Certificates of Registra!
to be filed with the County Auditor of
information as the Cotmty Auditor sha
Redemption of Refunde :1 Bonds. The Refunded Bonds shall be redeemed and
td conditions set forth in the Notices of Call for
~ A and B, which terms and conditions are hereby
ference.
Jntil retirement of the Prior Bonds, all provisions
~f shall be observed by the City and all of its officers and
[on. A certified copy of this resolution is hereby directed
;cott County, Minnesota, together with such other
1 require, and there shall be obtained from the County
Auditor a certificate that the Bonds haye been entered in the County Auditor's Bond Register,
that the tax levy for the Refunded Tax Levy Bonds has been canceled and that the tax levy
required by law for the Tax Levy Refuhding Portion of the Bonds has been made.
R:\RESOLUTI\FINARES\05-34 Sale of $7.5 million bonds. DOC
27. Records and Certificate1. The officers of the City are hereby authorized and
directed to prepare and furnish to the Pgrchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies
Bonds and to the financial condition at
and information as are required to shov
Bonds as the same appear from the bo¢
otherwise known to them, and all such
heretofore fumished, shall be deemed
28. Negativ~ Covenant as t
covenants not to use the proceeds of thc
to cause or permit them to be used, or t{
cost of the projects refinanced by the B~
"private activity bonds" within the mea~
29. Tax-Exempt Status of th
requirements necessary under the Code
income under Section 103 of the Code ~
(a) requirements relating to temporary t
invested at a yield greater than the yiek
earnings to the United States. The City
from gross proceeds of the Bonds as pr,
Mayor and/or Manager, are hereby aut[
and rebate matters relating to the Bond~'
connection with the Bonds, and all suct
elections of the City.
30. Desi~aation of Qualifier
as "qualified tax-exempt obligations"
City hereby makes the following factu~
(a)
(b)
>f all proceedings and records of the,City relating to the
fl affairs of the City, and such other affidavits, certificates
, the facts relating to the legality and marketability of the
ks and records under their custody and control or as
:ertified copies, certificates and affidavits, including any
~presentations of the City as to the facts recited therein.
Use of Proceeds and Proiects. The City hereby
Bonds or to use the projects refinanced by the Bonds, or
~ enter into any deferred payment arrangements for the
~nds, in such a manner as to cause the Bonds to be
ting of Sections 103 and 141 through 150 of the Code.
~ Bonds; Rebate; Elections. The City shall comply with
to establish and maintain the exclusion fi.om gross
~f the interest on the Bonds, including without limitation
eriods for investments, (b) limitations on amounts
on the Bonds, and (c) the rebate of excess investment
expects to satisfy the six-month expenditure exemption
~vided in Section 1.148-7(c) of the Regulations. The
orized and directed to make such elections as to arbitrage
as they deem necessary, appropriate or desirable in
elections shall be, and shall be deemed and treated as,
Tax-Exempt Obligations. In order to qualify the Bonds
ithin the meaning of Section 265(b)(3) of the Code, the
[ statements and representations:
the Bonds are issued aft~ :r August 7, 1986;
the Bonds are not "priva{e activity bonds" as defined in Section 14l of the Code;
(c) the City hereby designal
purposes of Section 265(b)(3) of the Ct
(d) the reasonably anticipat~
activity bonds, treating qualified 501
be issued by the City (and all entities tr
~s the Bonds as "qualified tax-exempt obligations" for
de;
,d amount of tax-exempt obligations (other than private
(3) bonds as not being private activity bonds) which will
:ated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2005 will
not exceed $10,000,000; and
(e) not more than $10,000,0b0 of obligations issued by the City during this calendar
year 2005 have been designated for purposes of Section 265(b)(3) of the Code.
R:~q. ES O LUTI~F INARES \05 -34 Sale of $7.5 million bonds. DOC
22
The City shall use its best efforts to cor
apply in order to effectuate the designa~
31. Severabilit¥. If any sect
to be invalid or unenforceable for any r
paragraph or provision shall not affect:
32. Headings. Headings in'
only and are not a part hereof, and shal
The motion for the adoption of
Zieska and, after a full discussion there
voted in favor thereofi Haugen, Flemi~
and the following voted against the san
Whereupon the resolution was ~
~ply with any federal procedural requirements which may
ion made by this paragraph.
on, paragraph or provision of this resolution shall be held
~ason, the invalidity or unenforceability of such section,
my of the remaining provisions of this resolution.
his resolution are included for convenience of reference
not limit or define the meaning of any provision hereof.
he foregoing resolution was duly seconded by member
>land upon a vote being taken thereon, the following
g, LeMair, Petersen and Zieska.
.e: None
[eclared duly passed and adopted.
R:~_ESOLUTBFINARES\05-34 Sale of $7.5 million bon~s. DOC
23
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF PR/OR LAKE
I, the undersigned, being the du
Minnesota, DO HEREBY CERTIFY ti
minutes with the original thereof on fil,
complete transcript of the minutes of a ~eeting of the City Council duly called and held on the
/
date therein indicated, insofar as such minutes relate to providing for the issuance and awarding
the sale of $7,570,000 General Obligation Refunding Bonds, Series 2005A.
1
WITNESS my hand on February 16, 2005.
1
.y qualified and acting Manager of the City of Prior Lake,
at I have compared the attached and foregoing extract of
~ in my office, and that the same is a full, true and
Manager
R:~RESO LUTI~F1NARE S\05 -34 Sale of $7.5 million bonds. DOC 24
EXHIBIT A
NOTICE O ? CALL FOR REDEMPTION
GENERAL OBLIGATION CR( ~SSOVER REFUNDING BONDS, SERIES 1998A
CE,'Y OF PRIOR LAKE,
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by )rder of the City Council of the City of Prior Lake, Scott
County, Minnesota, there have been cal led for redemption and prepayment on
December 1, 2005
those outstanding bonds of the City des ignated as General Obligation Crossover Refunding
Bonds, Series 1998A, dated March 1, 1
through 2014 and totaling $1,360,000 i
below:
Yea
200
200
2O0
200
201
201
201
201
201
798, having stated maturity dates in the years 2006
principal amount and having CUSIP numbers listed
CUSIP Number*
742616 J2 2
742616 J3 0
742616 J4 8
742616 J5 5
742616 J6 3
742616 J7 1
742616 J8 9
742616 J9 7
742616K20
The bonds are being called at a price ot par plus accrued interest to December 1, 2005, on which
date all interest on the bonds will ceaseito accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment, at the office of the Finance Director
of the City of Prior Lake, at City Hall, 16200 Eagle
Minnesota 55372.
Dated: February 16, 2005.
*The City shall not be responsible for t
representation made as to their correctn
the convenience of the holders.
[Add any additional information]
Creek Avenue Southeast, Prior Lake,
BY ORDER OF THE CITY COUNCIL
/s/ Frank Bo¥1es, Manager
~e selection of or use of the CUSIP numbers, nor is any
,=ss indicated in the notice. They are included solely for
R:~RESOLUTBFINARES\05-34 Sale of $7.5 million bondS.DOC
NOTICE
GENERAL OBLIGATION CR
CI'
SCOT~
EXHIBIT B
F CALL FOR REDEMPTION
)SSOVER REFUNDING BONDS, SERIES 1998B
rY OF PRIOR LAKE,
COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by ~>rder of the City Council of the City of Prior Lake, Scott
County, Minnesota, there have been called for redemption and prepayment on
December 1, 2005
those outstanding bonds of the City des
Bonds, Series 1998B, dated March 1, 1
through 2017 and totaling $6,590,000 i
below:
[gnated as General Obligation Crossover Refunding
798, having stated maturity dates in the years 2006
principal amount and having CUSIP numbers listed
Year
200
200
200
200
201
201
201
201
201
201
201
The bonds are being called at a price oi
date all interest on the bonds will cease
redemption are requested to present the
of the City of Prior Lake, City Hall, 16:
Minnesota 55372.
Dated: Februa[y 16, 2005.
CUSIP Number*
742616 K5 3
742616 K6 1
742616 K7 9
742616 K8 7
742616 K9 5
742616 L2 9
742616 L3 7
742616 L4 5
742616 L5 2
742616 L6 0
742616 L8 6
~ar plus accrued interest to December 1, 2005, on which
:o accrue. Holders of the bonds hereby called for
ir bonds for payment, at the office of the Finance Director
!00 Eagle Creek Avenue Southeast, Prior Lake,
BY ORDER OF THE CITY COUNCIL
/s/ Frank Boyles, Manager
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
[Add any additional information]
RSRESOLUTl\FINARES\05-34 Sale of $7.5 million bonds. DOC
STATE OF MINNESOTA
COUNTY OF SCOTT
I, the undersigned, being the du
Minnesota, DO HEREBY CERTIFY ti
certified copy of a resolution adopted c
Prior Lake, Minnesota, authorizing the
Bonds, Series 2005A (the "Bonds"), an
information regarding the Bonds for wi
· my Bond Register and the tax levy req~
COUNTY AUDITOR'S CERTIFICATE
AS TO TAX LEVY, REGISTRATION AND
CANCELLATION OF CERTAIN TAX LEVIES
I further certify that the tax lev,
canceled to the extent and in the manner provided in the resolution.
/
WITNESS my hand and the se~l of the County Auditor on
/
y qualified and acting County Auditor of Scott County,
at on the date hereof there was filed in my office a
n February 16, 2005, by the City Council of the City of
issuance of $7,570,000 General Obligation Refunding
~ levy/ng a tax for the payment thereof, together with full
lich the tax was levied. The Bonds have been entered in
tired by law has been made.
made for the bonds refunded by the Bonds shall be
,2005.
(SEAL)
County Auditor
R:h~ESOLUTBFiNARES\05-34 Sale of $7.5 million bonds. DOC
2
G.O. REFU]
PRIOR LAKE, MN
~D1NG BONDS, SERIES 2005A
X LEVY SCHEDULE
YEAR OF LEVY YEAR OF COLLECTION AMOUNT
2005 2006 $575,492
2006 2007 591,144
2007 2008 624,331
2008 2009 659,931
2009 2010 688,019
2010 2011 703,682
2011 2012 727,244
2012 2013 753,169
2013 2014 786,112
2014 2015 820,475
2015 2016 856,750
2016 2017 792,750
!
PASSED AND ADOPTED THIS 22nd DAY OF FEBRUARY, 2005.
!
YES NO
Haugen X Haugen
Fleming X Fleming
LeMair X LeMair
Petersen X Petersen
Zieska X Zieska
City Manager, City of Prior Lake
R:LItESO LUTIkFINARES\05-34 Sale of $7.5 million bonds. DOC
3