HomeMy WebLinkAbout18-108 General Obligation Bond SaleEXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF PRIOR LAKE, MINNESOTA
HELD: July 16,2018
Pursuant to due call, a regular or special meeting of the City Council of the City of Prior
Lake, Scott County, Minnesota, was duly held at the City Hall on July 16,2018, at 7:00 P.M.,
for the pu{pose, in part, of authorizing the issuance and awarding the sale of $8,270,000 General
Obligation Bonds, Series 2018A.
The following members were present
and the following were absent:
Member Thompson introduced the following resolution and moved its adoption:
RESOLUTION NO. 18-108
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $8,270,000 GENERAL
OBLIGATION BONDS, SERIES 2018A, PLEDGING FOR THE SECURITY THEREOF
REVENUES, SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PAYMENT
THEREOF
A. WHEREAS, the City Council of the City of Prior Lake, Minnesota (the "City")
has heretofore determined and declared that it is necessary and expedient to issue $8,270,000
General Obligation Bonds, Series 2018A (the "Bonds" or individually a "Bond"), pursuant to
Minnesota Statutes, Chapter 475 and
Section 412301to finance the acquisition of capital equipment for the City (the
"Equipment") (the "Equipment Portion of the Bonds"); and
(iD Section 475.521 to finance the acquisition and betterment of a public safety
facility ("Fire Hall") in the City (the "Capital Improvements") (the "Capital
Improvement Portion of the Bonds"); and
(iii) Chapter 429 to finance public trail improvements to the Franklin Trail and street
improvements to the Woodside/Huron Neighborhood located within the City (the
"429Improvements") (the "Improvement Portion of the Bonds"); and
(iv) Chapter 429 to finance the 2018 Mill and Overlay improvements within the City
(the "PIR Improvements") (the "PIR Portion of the Bonds"); and
(") Section 444.075 to finance improvements to the municipal water system and the
municipal sanitary sewer system (the "Utility Improvements") (the "Utility
Improvement Portion of the Bonds") to finance the City's Huron Project; and
(1)
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(vi) Section 475.58, Subdivision 3b, to finance street reconstruction improvements
under the City's 2017 tl'rough 2021 Street Reconstruction Plan dated Augtst 22,
2016, as amended on January 8,2018 (the "Street Reconstruction Projects") (the
"Street Reconstruction Portion of the Bonds");
B. WHEREAS, each item of Equipment to be financed by the Equipment Portion of
the Bonds, as hereinafter defined, has an expected useful life at least as long as the term of the
Equipment Portion of the Bonds; and
C. WHEREAS, the principal amount of the Equipment Portion of the Bonds does not
exceed one-quarter of one percent (0.25%) of the estimated market value of the taxable property
in the City ($3,393,205,600 times 0.25% is $8,483,014); and
D. WHEREAS, on August 8, 2016, the City Council held a public hearing on the
proposed issuance of general obligation capital improvement plan bonds and, pursuant to a
resolution approved and adopted on August 22, 2016, the 2016 through 2021 Capital
Improvement Plan (the "Plan"), and approved the issuance of general obligation capital
improvement plan bonds to finance the Capital Improvements, all pursuant to the Plan and in
accordance with the provisions of Miruresota Statutes, Section 475.521; and
E. V/HEREAS, no petition signed by voters equal to five percent of the votes cast in
the City in the last general election requesting a vote on the issuance of the general obligation
capital improvement plan bonds has been filed with the City Manager within thirty days after the
public hearing on the Plan and on the issuance of the general obligation capital improvement
plan bonds; and
F. WHEREAS, the City has heretofore determined, in accordance with Minnesota
Statutes, Section 475.521, Subd. 4,thatthe maximum amount of principal and interest to become
due in any year on the Capital Improvement Portion of the Bonds, and any other outstanding
bonds issued under Minnesota Statutes, Section 475.52I, is less than 0.16 percent of the taxable
market value of property of the City; and
G. V/HEREAS, the PIR Improvements and the 429Improvements are herein referred
to collectively as the Improvements and all their components have been ordered prior to the date
hereof, after a hearing thereon for which notice was given describing the Improvements or all
their components by general nature, estimated cost, and area to be assessed; and
H. WHEREAS, the City owns and operates a municipal water system (the "Water
System") and a sanitary sewer system (the "Sanitary Sewer System" and together with the Water
System, the "System") as separate revenue producing public utilities; and
I. WHEREAS, the net revenues of the Water System are pledged to the payment of
(i) the "Refunding Portion" of the City's outstanding $10,000,000 General Obligation Bonds,
Series 2015A, dated May l, 2015; and (ii) the "Refunding Portion" of the City's outstanding
$3,505,000 General Obligation Bonds, Series 2016A, dated May 7, 2016 (together, the
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"Outstanding Water Bonds"), the interest and principal of which constitutes a prior lien upon the
net revenues of the Water System; and
J. WHEREAS, there are no outstanding obligations of the City, the interest and
principal of which would constitute a prior lien upon the net revenues of the Sanitary Sewer
System; and
K. WHEREAS, on August 22, 2016, following duly published notice thereof, the
Council held a public hearing on its 2017 to 2021 Street Reconstruction Plan (the "Original
Plan"); and on January 8, 2018, following duly published notice thereof, the Council held a
public hearing on its 2011 to 2021 Amended Street Reconstruction Plan, to effectively amend the
Original Plan (the "Amended Plan"). The Amended Plan provides for the issuance of
approximately $4,015,000 principal amount of bonds to finance the Street Reconstruction
Improvements and all persons who wished to speak or provide written information relative to the
public hearing were afforded an opportunity to do so; and
L. WHEREAS, no petition signed by voters equal to 5 percent of the votes cast in
the City in the last municipal general election requesting a vote on the issuance of the Street
Reconstruction Portion of the Bonds has been filed with the City Clerk within 30 days after the
public hearing on January 8, 2018; and
M. WHEREAS, the City's Street Reconstruction Portion of the Bonds and all other
outstanding Bonds that count against the City's debt limit do not exceed the City's net debt limit,
calculated in accordance with the provisions of Minnesota Statutes, Section 475.53; and
N. WHEREAS, the City has retained Northland Securities, Inc. ("Northland"), as its
independent financial advisor, in connection with the sale of the Bonds, and therefore the City is
authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes,
Section 475.60; Subdivision 2(9) and proposals to purchase the Bonds have been solicited by
Northland; and
O. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the City Manager, or designee, at the offices of Northland, at 10:30 A.M. this same day
pursuant to the Notice of Sale established for the Bonds; and
P. 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:
1. Acceptance of Proposal. The proposal of Piper Jaffray & Co. in Minneapolis,
Minnesota (the "Purchaser"), to purchase the Bonds in accordance with the Notice of Sale, at the
rates of interest hereinafter set forth and to pay therefor the sum of $9,239,549.08, plus accrued
interest to the settlement date, is hereby accepted and the Bonds are hereby awarded to the
Purchaser.
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2. Bond Terms.
(a)Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated August 15,2018, as the date of original issue and shall be issued forthwith on or
after such date in fully registered form, shall be numbered from R-1 upward in the denomination
of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized
Denominations") and shall mature on December 15 in the years and amounts as follows:
Year Amount Year Amount
20t9
2020
202t
2022
2023
$760,000
860,000
805,000
835,000
870,000
2024
2025
2026
2027
2028
Utility
Improvement
Portion
(Ama!!!)
$790,000
805,000
830,000
870,000
845,000
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)Allocation. The Equipment Portion of the Bonds, being the aggregate principal
amount of $605,000, maturing in each of the years and amounts hereinafter set forth, is issued to
finance the Equipment. The Capital Improvement Portion of the Bonds, being the aggregate
principal amount of $560,000, maturing in each of the years and amounts hereinafter set forth, is
issued to finance the Capital Improvements. The Improvement Portion of the Bonds, being the
aggregate principal amount of $2,655,000, maturing in each of the years and amounts hereinafter
set forth, is issued to finance the 429 Improvements. The PIR Portion of the Bonds, being the
aggregate principal amount of $490,000, maturing in each of the years and amounts hereinafter
set forth, is issued to finance the PIR Improvements. The Utility Improvement Portion of the
Bonds, being the aggregate principal amount of $2,640,000, maturing in each of the years and
amounts hereinafter set forth, is issued to finance the Utility Improvements. The Street
Reconstruction Portion of the Bonds, being the aggregate principal amount of $1,320,000,
maturing in each of the years and amounts hereinafter set forth, is issued to hnance the Street
Reconstruction Proj ects.
Year
Equipment
Portion
(Amount)
Capital
Improvement
Portion
(Amount)
Improvement
Portion
(Amount)
PIR Portion
(Amount)
Street
Reconstruction
Portion
(Amount)
Total Amount
$760,000
860,000
805,000
835,000
870,000
790,000
805,000
2019
2020
2021
2022
2023
2024
202s
$50,000
60,000
50,000
50,000
55,000
55,000
55,000
$85,000
95,000
I 00,000
l 05,000
l 05,000
$ 105,000
I 20,000
120,000
125,000
1 30,000
1 35,000
13 5,000
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$70,000
70,000
60,000
60,000
65,000
70,000
70,000
$240,000
27s,000
235,000
245,000
255,000
260,000
275,000
4
$210,000
240,000
240,000
250,000
260,000
270,000
270,000
2026
2027
2028
70,000
70,000
60,000
60,000
65,000
280,000
290,000
300,000
140,000
150,000
160,000
830,000
870,000
845,000
280,000
300,000
320,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particular portion of debt
service) as provided in this paragraph. If the source of prepayment moneys is the general fund of
the City, or other generally available source, including the levy of taxes, the prepayment may be
allocated to any of the portions of debt service in such amounts as the City shall determine. If
the source of the prepayment is special assessments pledged to the 429 Improvements, the
prepayment shall be allocated to the Improvement Portion of debt service. If the source of the
prepayment is special assessments pledged to the PIR Improvements, the prepayment shall be
allocated to the PIR Portion of debt service. If the source of the prepayment is System revenues
pledged to the Utility Improvements, the prepayment shall be allocated to the Utility
Improvement Portion of debt service.
(c) Book Entry Only System. The Depository Trust Compmy, 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 dehned) in the name of
CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds
shown on the books and records of the Participant (the "Beneficial Owner").
Without limiting the immediately preceding sentence, neither the City, nor the
Bond Registrar, shall have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the Nominee or any Participant
with respect to any ownership interest in the Bonds, or (B) the delivery to any
Participant, any Owner or any other person, other than the Depository, of any
notice with respect to the Bonds, including any notice of redemption, or (C) the
payment to any Participant, any Beneficial Owner or any other person, other than
the Depository, of any amount with respect to the principal of or premium, if any,
or interest on the Bonds, or (D) the consent given or other action taken by the
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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 registet, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the
sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of
the existing Nominee, and subject to the transfer provisions in paragraph 10,
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) A11 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 transfening 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 ofreceipt ofnotice requesting such consent or other action as the record
10824992v2
6
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 fifteen calendar days in advance of such special
record date to the extent possible.
(i*) Any successor Bond Registrar in its wriuen 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.
(d)Terylination of Book-Entry Only System.Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with respect
to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto 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 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph
10.
(e) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3- Project. The Equipment, the Capital Improvements, the 429 Improvements, the
PIR Improvements, the Utility Improvements and the Street Reconstruction Projects are herein
referred to together as the Project. The total cost of the Project, which shall include all costs
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enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. The City covenants that it shall do all things and perform all acts required of it to
assure that work on the Project proceeds with due diligence to completion and that any and all
permits and studies required under law for the Project are obtained.
4. Interest. The Bonds shall bear interest payable semiannually on December 15 and
June 15 of each year (each, an "Interest Payment Date"), commencing June 15,2019, 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 Year Interest Rate Maturity Year
20t9
2020
2021
2022
2023
4.00%
4.00
4.00
4.00
4.00
2024
2025
2026
2027
2028
4.00%
5.00
5.00
5.00
5.00
5. Redemption. A11 Bonds maturing on December 15, 2027 and thereafter, shall be
subject to redemption and prepayment at the option of the City on December 15,2026, 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 City; 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 registered holder of the Bonds not more than sixty (60) days
and not fewer than thirty (30) days prior to the date f,rxed 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 attomey duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
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10824992v2
Interest Rate
Denominations, as requested by the Holder, rn aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6. Bond Registrar. Northland Trust Services, Inc., in Minneapolis, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
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10824992v2
R-
I.]NITED STATES OF AMERICA
STATE OF MINNESOTA
SCOTT COLINTY
CITY OF PRIOR LAKE
GENERAL OBLIGATION BOND, SERIES 2018A
Maturity Date Date of Orisinal Issue
s
CUSIP
December 15,August 15, 2018
REGISTERED OWNER: CEDE & CO
PRINCIPAL AMOUNT
The City of Prior Lake, Scott County, Minnesota (the "Issuer"), certifies that it is
indebted and for value received promises to pay to the registered owner specified above, or
registered assigns, unless called for earlier redemption, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, and to pay interest
thereon semiannually on December 15 and June 15 of each year (each, an "Interest Payment
Date"), commencing June 15, 2019, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will bear interest from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the principal office of Northland Trust Services, Inc., in Minneapolis, Minnesota (the
"Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the
Issuer, acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the first day of the calendar month of such Interest Payment Date (the
"Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person
who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who
is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to
the Special Record Date. The principal of and premium, if any, and interest on this Bond are
payable in lawful money of the United States of America. So long as this Bond is registered in
the name of the Depository or its Nominee as provided in the Resolution hereinafter described,
and as those terms are defined therein, payment of principal of, premium, if any, and interest on
this Bond and notice with respect thereto shall be made as provided in the Letter of
Representations, as defined in the Resolution, and surrender of this Bond shall not be required
for payment of the redemption price upon a partial redemption of this Bond. Until termination of
Interest Rate
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the book-entry only system pursuant to the Resolution, Bonds may only be registered in the
name of the Depository or its Nominee.
OpJional Rerlemption. All Bonds of this issue (the "Bonds") maturing on December 15,
2027, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
December 75, 2026, 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 coflrmon 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 registered holder of the Bonds
not more than sixty (60) days and not fewer than thirty (30) days prior to the date fixed for
redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifuing
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption
of Bonds having a cofirmon maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of 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. If a Bond is to be redeemed only in part, rt shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose: General Oblisation. This Bond is one of an issue in the total principal
amount of $8,270,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on July 76, 2018 (the "Resolution"), for the purpose of providing money to
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10824992v2
finance the purchase of capital equipment, the construction of various improvement projects,
capital improvement projects and street improvement projects, and improvements to the water
and sanitary sewer systems within the jurisdiction of the Issuer. This Bond is payable out of the
General Obligation Bonds, Series 2018A Fund and the Permanent Improvement Revolving
Sinking 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; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of 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 the Holder's attomey 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.
Fees upon Transfer or Loss. The Bond Re,gistrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Tax-This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(bX3) of the Intemal Revenue
Code of 1986, as amended.
10824992v2
t2
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 and sanitary sewer
system (collectively, the "System") at the times and in amounts necessary to produce net
revenues, together with other sums pledged to the payment of the Utility Improvement Portion of
the Bonds, as defined in the Resolution, adequate to pay all principal and interest when due on
the Utility Improvement 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 Utility
Improvement Portion of the Bonds as they respectively become due, if the net revenues from the
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.
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 City Manager, the corporate seal of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration Registrable by: NORTHLAND TRUST
SERVICES, INC.
Payable at:NORTHLAND TRUST
SERVICES, INC.BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION CITY OF PRIOR LAKE,
SCOTT COI.INTY, MINNESOTA
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Mayor
Northland Trust Services, Inc
Minneapolis, Minnesota,
Bond Registrar
/s/ Facsimile
Manager
By
Authorized Signature
10824992v2
13
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 fulI according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust)
under the
(Minor)
Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond
and does hereby irrevocably constitute and appoint attorney to transfer the
Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Notice:The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
t4
10824992v2
8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and City Manager and be sealed with the seal of the City;
provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate
seal has been omitted. In the event of disability or resignation or other absence of either officer,
the Bonds may be signed by the manual or facsimile signature of the officer who may act on
behalf of the absent or disabled officer. In case either officer whose signature or facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by ao
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 August 15,2018. The Certificate of Authentication so executed on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration;Transfer;lxahaqgg. 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 transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) 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.
10824992v2
15
A11 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 the Holder's attorney duly authorrzedrn writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
goverrlmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The City Manager is hereby
authorized to negotiate and execute the terms of said agreement.
1 1. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment: Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the first day of the calendar
month of such Interest Payment Date (the "Regular Record Date"). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder thereof at the close of
business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record
Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. Delivery: Applicatio4 sl Prqsepds. 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.
15. Fund and Accounts. There is hereby established a special fund to be designated
"General Obligation Bonds, Series 2018A Fund" (the "Fund") to be administered and maintained
10824992v2
16
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 the Bonds and the interest thereon have been fully paid. The
Operation and Maintenance Account heretofore established by the City for the Water System
shall continue to be maintained in the manner heretofore provided by the City. The Operation
and Maintenance Account heretofore established by the City for the Sanitary Sewer System
shall continue to be maintained in the manner heretofore provided by the City. (The Operation
and Maintenance Account for the Water System and the Operation and Maintenance Account for
the Sanitary Sewer System are referred to collectively herein as the "Operation and Maintenance
Accounts"). All moneys remaining after paying or providing for the items set forth in the
resolution establishing the Operation and Maintenance Accounts shall constitute or are referred
to as "net revenues" until the Utility Improvement Portion of the Bonds have been paid to which
shall be credited and debited all income and disbursements of the System as hereinafter set forth.
The Finance Director and all officials and employees concerned therewith shall establish and
maintain financial records of the receipts and disbursements of the System in accordance with
this resolution. In the fund there is hereby established the following accounts:
(a) Capital Account. To the Capital Account there shall be credited the proceeds of
the sale of the Equipment Portion and the Capital Improvement Portion of the Bonds. From the
Capital Account there shall be paid all costs and expenses of the acquisition and installation of
the Equipment and the acquisition and betterment of the Capital Improvements, including the
cost ofany construction contracts heretofore let and all other costs incurred and to be incurred of
the kind authorized in Minnesota Statutes, Section 475.65. Moneys in the Capital Account shall
be used for no other purpose except as otherwise provided by law; provided that the proceeds of
the Equipment Portion and the Capital Improvement Portion of the Bonds may also be used to
the extent necessary to pay interest on the Equipment Portion and the Capital Improvement
Portion of the Bonds due prior to the anticipated date of commencement of the collection of
taxes herein levied or covenanted to be levied; and provided further that if upon completion of
the acquisition of the Equipment and the Capital Improvements there shall remain any
unexpended balance in the Capital Account, the balance shall be transferred to the Debt Service
Account.
(b)Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Improvement Portion, Utility Improvement Portion and Street
Reconstruction Portion of the Bonds, plus any special assessments levied with respectto the 429
Improvements and collected prior to completion of the 429 Improvements and payment of the
costs thereof. From the Construction Account there shall be paid all costs and expenses of
making the 429 Improvements, Utility Improvements and the Street Reconstruction Projects,
including the cost of any construction or other contracts heretofore let and all other costs
incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65.
Moneys in the Construction Account shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the Improvement Portion, Utility Improvement
Portion and Street Reconstruction Portion of the Bonds may also be used to the extent necessary
to pay interest on the Improvement Portion, Utility Improvement Portion and Street
Reconstruction Portion of the Bonds due prior to the anticipated date of commencement of the
10824992v2
17
collection of taxes, special assessments or net revenues herein levied or covenanted to be levied;
and provided further that if upon completion of the 429 lmprovements there shall remain any
unexpended balance in the Construction Account, the balance of the Improvement Portion of the
Bonds (other than any special assessments) shall be transferred to the Debt Service Account or
may be transferred by the City Council to the fund of any other improvement instituted pursuant
to Minnesota Statutes, Chapter 429, and provided further that any special assessments credited to
the Construction Account shall only be applied towards payment of the costs of the 429
Improvements upon adoption of a resolution by the City Council determining that the application
of the special assessments for such purpose will not cause the City to no longer be in compliance
with Minnesota Statutes, Section 47 5.6I, Subdivision 1 .
(c) Debt Service Account. There shall be maintained five separate subaccounts in the
Debt Service Account to be designated the "Equipment Debt Service Subaccount", "Capital
Improvements Debt Service Subaccount",the "42g lmprovements Debt Service Subaccount", the
"Utility Improvements Debt Service Subaccount", and the "Street Reconstruction Projects Debt
Service Subaccount". There are hereby irrevocably appropriated and pledged to, and there shall
be credited to the separate subaccounts of the Debt Service Account:
Equipment Debt Service Subaccount. To the Equipment Debt Service
Subaccount there shall be credited: (A) all collections of taxes herein or
hereinafter levied for the payment of the Equipment Portion of the Bonds and
interest thereon; (B) a pro rata share of all funds remaining in the Capital Account
after acquisition of the Equipment and payment of the costs thereof; (C) all
investment earnings on funds held in the Equipment Debt Service Subaccount;
and (D) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Equipment Debt Service
Subaccount. The Equipment Debt Service Subaccount shall be used solely to pay
the principal and interest and any premium for redemption of the Equipment
Portion of the Bonds.
(ii) Capital Improvements Debt Service Subaccount. To the Capital Improvements
Debt Service Subaccount there shall be credited: (A) collections of all taxes
herein or hereafter levied for the payment of the principal and interest on the
Capital Improvement Portion of the Bonds; (B) a pro rata share of all funds
remaining in the Capital Account after completion of the Capital Improvements
and payment of the costs thereof; (C) all investment earnings on funds held in the
Capital Improvements Debt Service Subaccount; and (D) any and all other
moneys which are properly available and are appropriated by the governing body
of the City to the Capital Improvements Debt Service Subaccount. The Capital
Improvements Debt Service Subaccount shall be used solely to pay the principal
and interest and any premium for redemption of the Capital Improvement 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.
(iii) 429 Improvements Debt Service Subaccount. To the 429 Improvements Debt
Service Subaccount there shall be credited: (A) all collections of special
18
(i)
10824992v2
assessments herein covenanted to be levied with respect to the 429Improvements
and either initially credited to the Construction Account and not already spent as
permitted above and required to pay any principal and interest due on the
Improvement Portion of the Bonds or collected subsequent to the completion of
the 429 Improvements and payment of the costs thereof; (B) any collections of all
taxes herein or hereinafter levied for the payment of the Improvement Portion of
the Bonds and interest thereon; (C) a pro rata share of all funds remaining in the
Construction Account after completion of the 429 Improvements and payment of
the costs thereof; (D) all investment earnings on funds held in the 429
Improvements Debt Service Subaccount; and (E) any and all other moneys which
are properly available and are appropriated by the governing body of the City to
the 429 Improvements Debt Service Subaccount. The 429 Improvements Debt
Service Subaccount shall be used solely to pay the principal and interest and any
premium for redemption of the Improvement 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.
(iv)Utilitv Improvements Service Subaccount.To the Utility Improvements
Debt Service Subaccount there shall be credited: (A) 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 Utility Improvements Debt
Service Subaccount, sufficient to meet the requirements of Minnesota Statutes,
Section 475.61 for the payment of the principal and interest of the Utility
Improvement Portion of the Bonds; (B) any collections of all taxes which may
hereafter be levied in the event that the net revenues of the System and other
funds herein pledged to the payment of the principal and interest on the Utility
Improvement Portion of the Bonds are insufficient therefore; (C) a pro rata share
of all funds remaining in the Construction Account after completion of the Utility
Improvements and payment of the costs thereof; (D) all investment eamings on
funds held in the Utility Improvements Debt Service Subaccount; and (E) any and
all other moneys which are properly available and are appropriated by the
goveming body of the City to the Utility Improvements Debt Service Subaccount.
The Utility Improvements Debt Service Subaccount shall be used solely to pay
the principal and interest and any premium for redemption of the Utility
Improvement 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.
(v)Street Reconstruction Debt Service Subaccount. To the Street
Reconstruction Projects Debt Service Subaccount there shall be credited: (A) any
collections of all taxes herein or hereinafter levied for the payment of the Street
Reconstruction Portion of the Bonds and interest thereon; (B) a pro rata share of
all funds remaining in the Construction Account after completion of the Street
Reconstruction Projects and payment of the costs thereof; (C) all investment
10824992v2
t9
eamings on funds held in the Street Reconstruction Projects Debt Service
Subaccount; and (D) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Street Reconstruction
Projects Debt Service Subaccount. The Street Reconstruction Projects Debt
Service Subaccount shall be used solely to pay the principal and interest and any
premium for redemption of the Street Reconstruction Portion of the Bonds.
16. Permanent Improvement Revolvinq Fund; Permanent Improvement Revolving
Sinking Fund There has heretofore been established two special funds designated the
"Permanent Improvement Revolving Fund" and "Permanent Improvement Revolving Sinking
Fund," respectively, administered and maintained by the Finance Director as bookkeeping
accounts separate and apart from all other funds maintained in the official financial records of
the City. The funds shall continue to be maintained in the manner herein and hereafter specified
until all of the PIR Portion of the Bonds and any other obligations made payable from the
Permanent Improvement Revolving Fund (the "Additional Bonds") and the interest thereon and
all improvements to be paid from the Permanent Improvement Revolving Fund have been fully
paid. The Permanent Improvement Revolving Fund is intended for the payment, in whole or in
part, of the costs (i) of "improvements" (as defined in Minnesota Statutes, Chapter 429)
designated by the City for funding therefrom for which at least twenty percent of the costs
thereof are to be assessed against benefited properties; (ii) of water works, sewer system, or
storm sewer system improvements described in Minnesota Statutes, Section 444.075; and/or (iii)
of such other improvements as may be permitted in accordance with the terms of Section
429_09t.
(a) Permanent Improvement Revolving Fund. To the Permanent Improvement
Revolving Fund there shall be credited the proceeds of the sale of the PIR Portion of the Bonds,
plus any special assessments levied with respect to the PIR Improvements and special
assessments levied with respect to the Additional Improvements (as hereinafter defined). From
the Permanent Improvement Revolving Fund there shall be paid all costs and expenses of
making the PIR Improvements listed in paragraph 20 and such other improvements for which
special assessments may be levied as the City Council may designate (the "Additional
Improvements"), including the cost of any construction contracts heretofore let and all other
costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65;
and the moneys in the Permanent Improvement Revolving Fund shall be used for no other
purpose except as otherwise provided by law; provided that the proceeds of the PIR Portion of
the Bonds may also be used to the extent necessary to pay interest on the PIR Portion of the
Bonds due prior to the anticipated date of commencement of the collection of taxes and special
assessments herein levied or covenanted to be levied; and provided further that if upon
completion of the PIR Improvements or the Additional Improvements there shall remain any
unexpended balance in the Permanent Improvement Revolving Fund, the balance may be
transferred by the Council to the fund of any other improvement instituted pursuant to Minnesota
Statutes, Chapter 429, wtd provided further that any special assessments credited to the
Permanent Improvement Revolving Fund shall only be applied towards payment of the costs of
the PIR Improvements or the Additional Improvements upon the determination by the City
Finance Director that the application of the special assessments for such purpose will not cause
10824992v2
20
the City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1.
The City reserves the right granted by Minnesota Statutes, Section 429.091, Subdivision TAto
establish a separate construction account within the Permanent Improvement Revolving Fund
into which the City may deposit the proceeds of the PIR Portion of the Bonds or the proceeds of
Additional Bonds.
(b)Permanent Improvement Rqvolvine SinkillEund. There are here by irrevocably
appropriated and pledged to, and there shall be credited to, the Permanent Improvement
Revolving Sinking Fund: (i) all collections of special assessments herein covenanted to be
levied or hereafter levied with respect to the PIR Improvements and either initially credited to
the Permanent Improvement Revolving Fund and not already spent as permitted above and
required to pay any principal and interest due on the PIR Portion of the Bonds or collected
subsequent to the completion of the PIR Improvements and the payment of the costs thereof; (ii)
any collections of all taxes herein and hereafter levied for the payment of the PIR Portion of the
Bonds and interest thereon; (iii) all funds remaining in the Permanent Improvement Revolving
Fund after completion of the PIR Improvements and the Additional Improvements and payment
of the costs thereof; (iv) all investment earnings on funds held in the Permanent Improvement
Revolving Sinking Fund; and (v) any and all other moneys which are properly available and are
appropriated by the governing body of the City to the Permanent Improvement Revolving
Sinking Fund. The Permanent Improvement Revolving Sinking Fund shall be used solely to pay
the principal and interest and any premiums for redemption of the PIR Portion of the Bonds and
any Additional Bonds.
(a) Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Equipment 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
See Attached Schedule
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Equipment Portion of the Bonds, will produce at least five
percent in excess of the amount needed to meet when due the principal and interest payments on
the Equipment Portion of the Bonds. The tax levies shall be irrepealable so long as any of the
Equipment 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.
(b) General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Equipment Portion of the Bonds, as the same respectively become due, the full
2t
10824992v2
17. Covenants Relating to the Equipment Portion of the Bonds.
faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the
balance in the Equipment Debt Service Subaccount is ever insufficient to pay all principal and
interest then due on the Equipment Portion of the Bonds and any other bonds payable therefrom,
the deficiency shall be promptly paid out of any other funds of the City which are available for
such purpose, and such other funds may be reimbursed with or without interest from the
Equipment Debt Service Subaccount when a sufficient balance is available therein.
18. Covenants Relating to the Capital lmprovement Portion of the Bonds.
(a) Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Capital Improvement Portion of the Bonds there is hereby levied upon all of the
taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property taxes in the City for the years and in
the amounts as follows:
Year of Tax Levy Year of Tax Collection Amount
See Attached Schedule
The tax levies are such that if collected in full they, together with other revenues herein
pledged for the payment of the Capital Improvement Portion of the Bonds, will produce at least
hve percent in excess of the amount needed to meet when due the principal and interest
payments on the Capital Improvement Portion of the Bonds. The tax levies shall be irrepealable
so long as any of the Capital Improvement Portion of the Bonds are outstanding and unpaid,
provided that the City reserves the right and power to reduce the levies in the marlner and to the
extent permitted by Minnesota Statutes, Section 47 5.61, Subdivision 3.
(b) General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Capital Improvement Portion of the Bonds, as the same respectively become due,
the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If
the balance in the Capital Improvements Debt Service Subaccount is ever insufficient to pay all
principal and interest then due on the Capital Improvement Portion of the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City
which are available for such purpose, and such other funds may be reimbursed with or without
interest from the Capital Improvements Debt Service Subaccount when a sufficient balance is
available therein.
19. Covenants Relatins to the Imorovement Portion of the Bonds.
(a) Assessments. It is hereby determined that no less than twenty percent of the cost
to the City of each 429 Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied
against every assessable lot, piece and parcel of land benefited by any of the 429 Improvements.
The City hereby covenants and agrees that it will let all construction contracts not heretofore let
within one year after ordering each 429 Improvement financed hereunder unless the resolution
ordering the 429 Improvement specifies a different time limit for the letting of construction
10824992v2
22
contracts. The City hereby further covenants and agrees that it will do and perform as soon as
they may be done all acts and things necessary for the final and valid levy of such special
assessments, and in the event that any such assessment be at any time held invalid with respect to
any lot, piece or parcel of land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the City Council or any of the City officers or
employees, either in the making of the assessments or in the performance of any condition
precedent thereto, the City and the City Council will forthwith do all further acts and take all
further proceedings as may be required by law to make the assessments a valid and binding lien
upon such property. It is hereby determined that the assessments shall be payable in equal,
consecutive, annual installments, with general taxes for the years shown below and with interest
on the declining balance of all such assessments at a rate per annum not greater than the
maximum permitted by law and not less than the rates per annum shown opposite their collection
years specified below:
Improvement Desi gnations Levy fcars Collection Years Rate Amount
See Attached Schedule
At the time the assessments are in fact levied the City Council shall, based on the then-
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
(b)Tax Levy; Coverage Aeg!. To provide moneys for payment of the principal and
interest on the Improvement Portion of the Bonds there is hereby levied upon all of the taxable
property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and
collected with and as part of other general property taxes in the City for the years and in the
amounts as follows:
Years of Tax Levl Years of Tax Collection Amount
See Attached Schedule
The tax levies are such that if collected in full they, together with special assessments and
other revenues herein pledged for the payment of the Improvement Portion of the Bonds, will
produce at least five percent in excess of the amount needed to meet when due the principal and
interest payments on the Improvement Portion of the Bonds. The tax levies shall be irrepealable
so long as any of the Improvement Portion of the Bonds are outstanding and unpaid, provided
that the City reserves the right and power to reduce the levies in the manner and to the extent
permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
(c) General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Improvement Portion of the Bonds, as the same respectively become due, the full
faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the
balance in the 429 Improvements Debt Service Subaccount is ever insufficient to pay all
principal and interest then due on the Improvement Portion of the Bonds and any other bonds
23
10824992v2
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 429 Improvements Debt Service Subaccount when a sufficient balance is available
therein.
20. Covenants Relating to the PIR Portion of the Bonds.
(a) Assessments. It is hereby determined that no less thantwenty percent of the cost
to the City of each PIR Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied
against every assessable lot, piece and parcel of land benefited by any of the PIR Improvements.
The City hereby covenants and agrees that it will let all construction contracts not heretofore let
within one year after ordering each PIR Improvement financed hereunder unless the resolution
ordering the PIR Improvement specifies a different time limit for the letting of construction
contracts. The City hereby further covenants and agrees that it will do and perform as soon as
they may be done all acts and things necessary for the final and valid levy of such special
assessments, and in the event that any such assessment be at any time held invalid with respect to
any lot, piece or parcel of land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the City Council or any of the City officers or
employees, either in the making of the assessments or in the performance of any condition
precedent thereto, the City and the City Council will forthwith do all further acts and take all
further proceedings as may be required by law to make the assessments a valid and binding lien
upon such property. It is hereby determined that the assessments shall be payable in equal,
consecutive, annual installments, with general taxes for the years shown below and with interest
on the declining balance of all such assessments at a rate per annum not greater than the
maximum permitted by law and not less than the rates per annum shown opposite their collection
years specified below:
Improvement Designations Levv Years Collection Years Rate
See Attached Schedule
Amount
At the time the assessments are in fact levied the City Council shall, based on the then-
current estimated collections of the assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
(b) Tax Levv: Coverage Test. To provide moneys for payment of the principal and
interest on the PIR Portion of the Bonds there is hereby levied upon all of the taxable property in
the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected
with and as part of other general property taxes in the City for the years and in the amounts as
follows:
Years of Tax Collection
See Attached Schedule
24
10824992v2
Yqars of Tax Levy Amount
The tax levies are such that if collected in full they, together with special assessments and
other revenues herein pledged for the payment of the PIR Portion of the Bonds, will produce at
least five percent in excess of the amount needed to meet when due the principal and interest
payments on the PIR Portion of the Bonds. The tax levies shall be irrepealable so long as any of
the PIR Portion of the Bonds are outstanding and unpaid, provided that the City reserves the
right and power to reduce the levies in the manner and to the extent permitted by Minnesota
Statutes, Section 475.61, Subdivision 3.
(c) General Oblieation Pledge. For the prompt and full payment of the principal and
interest on the PIR Portion of the Bonds, as the same respectively become due, the full faith,
credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance
in the Permanent Improvement Revolving Sinking Fund is ever insufficient to pay all principal
and interest then due on the PIR Portion of the Bonds and any other bonds payable therefrom, the
deficiency shall be promptly paid out of any other funds of the City which are available for such
pu{pose, and such other funds may be reimbursed with or without interest from the Permanent
Improvement Revolving Sinking Fund when a sufficient balance is available therein.
21. Covenants Relatine to the Utility Impro .
(a) Sufficiency of Net Revenues. 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 Utility Improvement Portion of the Bonds and a sum at least five percent in excess
thereof. The net revenues of the Water System are sufficient in amount to pay when due the
principal of and interest on the Outstanding Water Bonds and a sum at least five percent in
excess thereof. The net revenues of the System are hereby pledged on a parity lien with the
Outstanding Water Bonds for the payment of the Utility Improvement Portion of the Bonds and
shall be applied for that pu{pose, but solely to the extent required to meet the principal and
interest requirements of the Utility Improvement 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 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 Utility Improvement Portion of the Bonds 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.
(b) Excess Net Revenues. Net revenues in excess of those required for the foregoing
may be used for any proper purpose.
(c)Qayenaut to Maintain Rates and Charges. In accordance with Minnesota Statutes
Section 444.075, the City hereby covenants and agrees with the Holders 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 requirefl to produce net revenues adequate to pay all principal and
interest when due on the Utility Improvement Portion of the Bonds. Minnesota Statutes, Section
444.075, Subdivision 2, provides as follows: "Real estate tax revenues should be used only, and
then on a temporary basis, to pay general or special obligations when the other revenues are
10824992v2
25
insufficient to meet the obligations." Nothing in this resolution shall preclude the City from
levying taxes pursuant to Minnesota Statutes, Section 115.46 to pay for the principal amount of
the Utility Improvement Portion of the Bonds that financed improvements to the System.
(d) General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Utility Improvement Portion of the Bonds, as the same respectively become due,
the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If
the balance in the Utility Improvement Debt Service Subaccount is ever insufficient to pay all
principal and interest then due on the Utility Improvement Portion of the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City
which are available for such purpose, and such other funds may be reimbursed with or without
interest from the Utility Improvement Debt Service Subaccount when a sufficient balance is
available therein.
22. Defeasance. When all Bonds have been di scharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this pu{pose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
23. Compliance With Reimbursement Bond Requlations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than 60 days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a
written declaration of the City's official intent (a "Declaration") which effectively (i) states the
10824992v2
26
City's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20o/o of the "issue price" of the Bonds, and (ii) a de minimrs amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5Yo of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(dX3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating
in effect that such action will not impair the tax-exempt status of the Bonds.
24. Investments. 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 pu{pose for which the Bonds were issued and (2) in
addition to the above in an amount not greater than the lesser of five percent of the proceeds of
the Bonds or $100,000. To this effect, anyproceeds of the Bonds and any sums from time to
time held in the Capital Account, Construction Account, Debt Service Account, Permanent
Improvement Revolving Fund or Permanent Improvement Revolving Sinking Fund (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
10824992v2
27
to the extent that such investment would cause the Bonds to be "federally guaranteed" within the
meaning of Section 149(b) of the Intemal Revenue Code of 1986, as amended (the "Code").
25. Certificate of Registration. The Ci ty Manager is hereby directed to file a certified
copy of this resolution with the County Auditor of Scott County, Minnesota, together with such
other information as the County Auditor shall require, and there shall be obtained from the
County Auditor a certificate that the Bonds have been entered in the County Auditor's Bond
Register and that the tax levy required by law has been made.
26. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the an-nual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specihc enforcement of the City's obligations under
the covenants.
The Mayor and City Manager of the City, or any other officer of the City authorized to
act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the
City the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
27. 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 f,rnancial 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
10824992v2
28
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.
28. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the 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.
29. Tax-Exempt Status of the Bonds; Rebate.
(a) Equipment Portion of the Bonds. With respect to the Equipment Portion of the
Bonds, 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
Equipment Portion of the Bonds, including without limitation (a) requirements relating to
temporary periods for investments, (b) limitations on amounts invested at a yield greater than the
yield on the Bonds, and (c) the rebate of excess investment eamings to the United States. The
City expects to satisfy the eighteen month expenditure exemption for gross proceeds of the
Equipment Portion of the Bonds as provided in Section 1.148-7(dX1) of the Regulations. The
Mayor, City Manager and/or the Finance Director are hereby authorized and directed to make
such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary,
appropriate or desirable in connection with the Bond, and all such elections shall be, and shall be
deemed and treated as, elections of the City.
(b)PIR
Improvement Portion. and Street Reconstruction Portion of the Bonds. As to the Capital
Improvement Portion, Improvement Portion, PIR Portion, Utility Improvement Portion and the
Street Reconstruction Portion of the Bonds, 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 Capital Improvement Portion, Improvement Portion, PIR Portion,
Utility Improvement Portion and the Street Reconstruction Portion of the Bonds, including
without limitation (a) requirements relating to temporary periods for investments, (b) limitations
on amounts invested at a yield greater than the yield on the Bonds, and (c) the rebate of excess
investment eamings to the United States. The City expects to satisfy the twenty four month
expenditure exemption for gross proceeds of the Capital Improvement Portion, Improvement
Portion, PIR Portion, Utility Improvement Portion, and Street Reconstruction Portion of the
Bonds as provided in Section 1.148-7(dX1) of the Regulations. If any elections are available
now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, City
Manager and/or the Finance Director, or either of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or desirable in connection with the
Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City.
30. Designation of Oualified Tax-Exempt Oblisations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
city hereby makes the following factual statements and representations:
10824992v2
29
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax exempt obligations (other than 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 2018 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2018 have been designated for purposes of Section 265(bX3) ofthe Code; and
(0 the aggregate face amount of the Bonds does not exceed $10,000,000
The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
31. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Northland is hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the completeness and accuracy of the Official Statement.
32. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to the Bond Registrar
on the closing date for further distribution as directed by Northland.
33. Severabilit),. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
34. Headings. Headings in this resolution are included for convenience of reference
only and are not apart 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
Braid and, after a fulI discussion thereof and upon a vote being taken thereon, the following
voted in favor thereof: Mayor Briggs, Councilor McGuire, Councilor Thompson, Councilor
Burkart, Councilor Braid;
and the following voted against the same.
Whereupon the resolution was declared duly passed and adopted.
10824992v2
30
STATE OF MINNESOTA
COLINTY OF SCOTT
CITY OF PRIOR LAKE
I, the undersigned, being the duly qualified and acting City 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 hle in my office, and that the same is a full, true
and complete transcript of the minutes of a meeting of the City Council, duly called and held on
the date therein indicated, insofar as such minutes relate to authorizing the issuance and
awarding the sale of $8,270,000 General Obligation Bonds, Series 2018A.
WITNESS my hand on July 76,2018
City Manager
10824992v2
31
I
EXHIBIT A
TABULATION OFBIDS
CITY OF PRIOR LAKE, MINNESOTA
$8,745,0001
GENERAL OBLIGATION BONDS, SERIES 2018A
AWARD:
DATEOF SALE:
STANDARD & POOR'S III{DERLYING RATING
BIDDER
PT'RCHASE
PRICE
NET
INTEREST COST
PIPERJAFFRAY
MONDAY,JULY 16,2018
AA+
TRUE
INTEREST
COST CflC)
PIPERJAFFRAY
Minneapolis, MN
Slmdcate: Canta Fitzgeral d
ROBERT W. BAIRD & CO.,INC.
Mihraukce, WI
RAYI\{OND JAMES & ASSOCIATES, INC.
Mcrnphis, TN
JA}INEY MONTGOMERY SCOTT LLC
Philadebhia PA
STIFEL, MCOLAUS & CO., INC.
Birminghnrl AL
FIFTH THIRD SECTJRITIES, INC.
Cincinnati, OH
FTN FINANCIAL CAPITAL MARKETS
Mcrnphis, TN
s9,774,6L7.W $r,v7,M9.67 2.4a6t4tr/o
s9,494,297.85 $1,314,30215 2.40679310/o
$8,987,790.30 $1,304,m9.70 2.4812527/o
s9,416,243.10 $r,3s2,023.s7 2.48503350/o
$8,976,862.85 $1,315,837.15 2.5M0825vo
$9,909,593.10 $1,414,906.90 2.5L4535A/o
$9,429222.q $1,380,377.52 2.539tjt27/o
10824992v2
A-1
LEVY AND ASSESSMENTS SCHEDULES
Lew
EOUIPMENT PORTION:
Year
Collection
Year IOSVI
2018
2019
2020
2021
2019
2022
?024 2025
2026 2027
CAP ITAL IMP ROVEMENT P O RTION..
Collection
Year
2019
2020
202t
2022
2020
2021
2024
20262025
2018
2019
2020
202t
2025
2026
2027
2024
2025
2026
10824992v2
2027
IMPROVEMENT PORTION.
Spectal
Assssrnent
Revemre* Netl.er4r Lcry Year
Collection
Year
125,574.65
125,574.65
125,574.65
t25,574.65
291,t35.35
276,627.85
223,077.45
223,707.85
2018
20t9
2020
2021
2019
2020
2021
2022
125,574.65
t25,574.64
t25,574.65
125,57 4.66
t25,57 4.66
223,917.85
2t8157.86
223,287.85
214,100.34
209,900.34
2022
2023
2024
2025
2026
2023
2024
2025
2026
2027
12s,574.65 205,175.35 2027 2028
$1,255,746.51 $2,3091388.49
**Special assessment revenue is based on assessments totaling $984,405 assessed at a rate of
4.65% (2oh over the net interest cost), with equal annual payments.
PIR PORTION.
Speclal
Assssrrent
Rwenue* Net Lery
Collectlon
YearLerry Year
I 10,569.89 6,120.11 2018 2019
1 10,569.89 6,190.11 2019 20ZO
110,569.88 7,450.t2 2020 202r
110,569.88 _ 8,500.t2 2o2L 2422
110,569.89 4,090.11 2022 2073
s552,849.43 $321350.57
*Special assessment revenue is based on assessments totaling $490,000 assessed at arate of
4.10% (2%o over the net interest cost), with equal annual payments.
ST RE ET REC O l\rST RUCT IO N P O RT IO N :
Net Lely Lery Year
Collection
Year
171,563.8;
L62,376.37
t57,316.38
157,546.39
201 8
2019
2020
2021
20t9
2020
2021
2022
r57,546.17
t57,336.38
1s 1,666.38
149,828.88
152,978-88
2022
2023
2024
2025
2026
2423
2024
2025
2026
2027
155,603.87
s1.573.783.78
10824992v2
2027 2028