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HomeMy WebLinkAboutNov 18, 1998 SPECIAL MEETING OF THE PRIOR LAKE CITY COUNCIL AGENDA 1. Date: Wednesday, November 18, 1998 Time: 5:00 P.M. Location: Fire Hall, 16776 Fish Point Road SE 2. Call to Order 3. Consider Approval of Resolution 98-133 Approving Sale of $1,275,000 General Obligation Improvement Bonds of 1998. 4. Adjourn 16200 ~&~ek Ave. S.E., Prior Lake, Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER Moody's Rating: _ Preliminary Official Statement (Dated October 27, 1998) City of Prior Lake, Minnesota (Dakota County) $1,275,000 General Obligation Improvement Bonds of 1998 Interest Payable: 6-1-99 and semiannually thereafter Call Option: 12-1-04 @ 100 REGISTRATIONIBOOK ENTRY: This offering will be issued as fully registered Bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, to which principal and interest payments on the Bonds will be made. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or any whole multiple thereof. Purchasers of Bonds will not receive physical delivery of bond certificates. Please see "Book-Entry Only System" herein for additional information. DATE, TIME and PLACE of BID OPENING DATE, TIME and PLACE of AWARD Wednesday, November 18,1998 11 :30 a.m., Central Time Juran & Moody, a division of Miller, Johnson & Kuehn, Incorporated 1100 Minnesota W orid Trade Center St. Paul, Minnesota 55101 Wednesday, November 18, 1998 5:00 p.m., Central Time Fire Hall 16776 Fish Point Road Southeast Prior Lake, Minnesota 55372 In the opinion of Briggs and Morgan, Professional Association, Bond COWlsel, based on present fedeml and Minnesota laws, regulations, rulings and decisions, at the time of their issuance and delivery to the original purchaser, interest on the bonds is excluded from gross income for purposes of United States income tax and is excluded, to the same extent in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on corporations and fmancial institutions). Interest on the bonds is not an item of tax preference for purposes of the alternative minimwn tax imposed on individuals and corporations; however, interest on the bonds is taken into accoWlt in determining adjusted C\UTent earnings for purposes of computing the federal alternative minimwn tax imposed on corporations. No opinion will be expressed by Bond COWlSel regarding other state or fedeml tax consequences caused by the receipt or accrual of interest on the bonds or arising with respect to ownership of the bonds. See "Tax Exemption and Other Tax Considerations" herein. ~m_...~ .,....,.,........... .,....'...... ................. ............. .... ",:-,.:-..;.' ,.,. ..- "," ....._ .......... on ..... n," ...... ...:........ .....,...-. '-',", '-'- ",',' ...,..,.... '-"-",.:.'.,. ',',','," ':',' ",',' .. ........ "..,..'...'....'....'...'.'.......'..,................'.'..'...,...1.,..,...1...,...,....,.........,.. ............ . .' . ..... ... ................. ..,....... . 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JURAN & MOODY , A 1)IVlStO", OP Mll.Lf.R, JOIIN:ll)N.. !i.CIIlU;, L'l<'XlaroaATU' INVf.STMENT SECURITIES SINCE 1~)39 MILLER, JOHNSON & KUEHN, L~CORPORATED INV.ESTMENT SECURITIES TABLE OF CONTENTS Page Summary of Offering................ .................................... .................................................................. 2 Principal City Officials............................................ .............................. ........ ................................. 3 Issuer's Certificate ..... ...... ............................................................... 4 ................................................ Official Terms of Bond Sale ............ ........... ............................. ............ .............. ............................. 5 - 10 Authority and Security for the Bonds............................................................................................. 11 Purpose .............................................................................................................................. . . . . . . .. . . . .. II Statutory Debt Limit ............. .... ...... .... ........... ................. ....... ........ ............... .................................. 12 Estimated Source and Application of Funds .................................................................................. 13 Future Financing............................................................................................................................. 14 Bond Rating........................................................................................................................ ............ 14 Litigation..................................................................................................................... .................... 14 Certification........ ..................... .... .... ...... ....... ........... ..... .... ..... ............ ........... ... ... ............................ 14 Legality.............................. ........... ......... .... ......... ..... ............................ ......... ... ...... ......................... 14 Continuing Disclosure.... ................ ............................... ....... .... ... ....... .................. ....... ................... 15 Book-Entry Only System................. ...................... ..... ....... ......... ............ ....... ........... ..... ... .............. 16 Tax Exemption and Other Tax Considerations...............................................................................17 - 18 The City of Prior Lake (General Information)................................................................................ 19 - 24 Minnesota Valuations, Tax Credits and Levy Limitations............................................................. 25 - 27 The City of Prior Lake (Economic and Financial Information) ..................................................... 28 - 35 Summary of Debt and Debt Statistics...... ............. ................... ....... .................... .... ...... ... ............... 36 Worksheet ... .... ... ............... ................ ............ .... .............. .................. ....... ..... ....... ...... .......... ........... 37 Proposal Form............................................................................................................................... .. 39 Appendix A - Proposed Form of Legal Opinion Appendix B - Form of Continuing Disclosure Undertaking Appendix B - City's Financial Report SUMMARY OF OFFERING $1,275,000 GENERAL OBLIGA TION IMPROVEMENT BONDS OF 1998 (Book-Entry Only) .-\~10UNT - :>1.275,000. ISSUER - City of Prior Lake. Minnesota (the" City"). SALE DATE - Wednesday, November 18. 1998. OPENING - 1130 AM. Central Time. atJuran & Moody. a division of Miller. Johnson & Kuehn. Incorporated. 1100 Minnesota World Trade Center, 30 East Seventh Street. St. Paul. Minnesota 55101-4901, telephone: (651) 224-1500 or (800) 950-4666. A WARD - 500 PM.. Central Time. at the Prior Lake Fire Hall. 16776 Fish Point Road Southeast, Prior Lake. Minnesota 55372-1714. TYPE OF ISSUE - General Obligation Improvement Bonds of 1998 (the" Bonds"). See Authority and Security for the Bonds and Estimated Source and ApplicatIon of Funds herein for additional information. SECURITY & PURPOSE - These Bonds are being issued pursuant to Minnesota Statutes. Chapters 429 and 475. The Bonds are payable primarily from special assessments against all benefitted property. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy additional ad valorem taxes in the event of any deficiency in the Debt Service Ac- count established for this issue. These taxes will be levied upon all of the taxable property within the City and withoutlimi- tation of amount. The interest on the Bonds is not includable in the gross income of the recipient for purposes of United States income tax or the State of Minnesota income tax (other than Minnesota corporate excise taxes measured by income) according to present Federal and Minnesota laws. regulations. rulings and decisions. In addition, the proceeds of the Bonds will be used to provide funds for the financing of assessable improvements within the City. including but not limited to sanitary sewer and water line connections. storm sewer, streets, sidewalks. and curb & guner. DATE OF ISSUE - December I. 1998. INTEREST PAYABLE DATES - June 1. 1999, and semiannually thereafter on December I and June I and to registered owners of the Bonds appear- ing of record in the bond register as of the close of business on the fifteenth (15th) day (whether or not a business day) of the immediately preceding month. MATURITIES - 12/01/99 $125,000 12/01/00 125,000 12/01/01 12/01/02 $125,000 125,000 12/01/03 $125,000 12101/04 125.000 12/01/05 $125.000 12/01/06 125,000 12/01/07 $125,000 12/01/08 150,000 A VERAGE MATURITY - 5.58824 years. OPTIONAL REDEMPTION. At the option of the Issuer, Bonds maturing after December I, 2004, shall be subject to prior redemption on said date. and any interest payment date thereafter, at a price of par and accrued interest. Redemption may be in whole or in pan of the Bonds subject to prepayment. If redemption is in part, the Bonds remaining unpaid which have the latest maturity date shall be prepaid first. If only pan of the Bonds having a common maturity date are called for prepayment, the Issuer will notify DTC of the panicular amount of such maturity to be prepaid. DTC will determine by lot the amount of each panicipant's interest in such maturity to be redeemed and each panicipant will then select by lot the beneticial owner- ship interests is such maturity to be redeemed. Notice of such call shall be given by mailing a notice thereof by regis- tered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each bond to be redeemed at the address shown on the registered books. BOOK-ENTRY SYSTEM - The Bonds will be issued as fully registered bonds and, when issued. will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York. New York. to which principal and interest payments on the Bonds will be made. Individual purchases will be made in book-entry form only, in the principal amount of $5,000 or any whole multiple thereof. Purchasers of the Bonds will not receive physical delivery of bonds. PA YING AGENT & REGISTRAR. The City will act as its own Paying Agent/Registrar. The Finance Director will be responsible for all maners relating to the Bonds. METHOD OF SALE - Sealed bids only. accompanied by a good faith deposit in the amount of $25.500 at a price of not less than $1.254,600 plus ac- crued interest. See Official renru of Bond Sale herein for additional information. T AX DESIGNATIONS. NOT Private Activity Bonds. These Bonds are not "private activity bonds" as defined in ~141 of the Internal Revenue Code of 1986. as amended (the Code). NOT Oualified Tax-Exemot ObliRations . The Issuer WILL NOT designate these Bonds" qualified tax-exempt obligations" for purposes of ~26S(b)(3) of the Code. LEGAL OPINION - Briggs and Morgan, Professional Association. 51. Paul and Minneapolis, Minnesota. RATING. The City currently has a general obligation bond rating of" A2" assigned by Moody's Investors Service. The City ~ applying to Moody's for a rating on these Bonds. ESITMA TED CLOSING DATE - December 2, 1998. PRIMARY CONTACT - Frank Boyles, City Manager, (612) 447-4230. Ralph Teschner, City Finance Director, (612) 447-4230. Steven J. Mattson. Vice President, Juran & Moody, (651) 291-3034 or (800) 950-4666. -2- ------,- - Name Wes Mader Tom Kedrowski Jim Peterson Peter Schenck Dave Wuellner Frank Boyles Ralph Teschner Campbell Knutson, P.A.- S uesan Lea Pace Greg Ilkka CITY OF PRIOR LAKE PRINCIPAL CITY OFFICIALS Elected Officials City Council Position Mayor Council Member Council Member Council Member Council Member ADDointed Officials City Manager City Finance Director City Consulting Attorney City Engineer Bond Counsel Briggs and Morgan, Professional Association S1. Paul and Minneapolis, Minnesota Underwriter Juran & Moody a division of Miller. Johnson & Kuehn. Incorporated S 1. Paul, Minnesota -3- Term EXDires 12/31/01 12/31/99 12/3 1/01 12/31/01 12/31/99 ISSUER'S CERTIFICATE This Official Statement has been prepared in conformance with the Disclosure Guidelines for offerings of municipal securities as promulgated by the Government Finance Officers Association (GFOA) of the United States and Canada, insofar as possible. The City of Prior Lake has retained the firm of Juran & Moody, St. Paul, Minnesota, to serve as un- dernTiter with respect to the securities being offered in this Official Statement. All statements con- tained herein, while not guaranteed, have been compiled from sources believed to be reliable in all material respects. Financial statements of the City are audited annually by an independent firm of certified public ac- countants. Excerpts from the financial statements for the year ended December 31, 1997, along with comparative December 31, 1996 figures, are included in this Official Statement and complete financial statements are available for inspection at the Prior Lake City Hall as well as at the St. Paul office of Juran & Moody. The City of Prior Lake has always promptly met all payments of principal and interest on its indebted- ness when due. NO FINAL OFFICIAL STA TEMENT WILL BE PREPARED. THE ISSUER WILL PROVIDE THE SUCCESSFUL UNDERWRITER WITH AN ADDENDUM THA T TOGETHER WITH THIS PRELIMINARY OFFICIAL STA TEMENT WILL BE DEEMED THE FINAL OFFICIAL STA TEMENT BY THE ISSUER. THE DATE OF THIS OFFICIAL STATEMENT IS OCTOBER 27,1998. -4- ----------,. - O??ICIA~ TERMS OF BOND SAL::: $1,275,000 GENERAL OBLIGATION HiPROVEMENT BONDS OF 1998 CITY OF PRIOR LAKE SCOTT COUNTY MI~TNESOTA (Book Entry Only) NOTICE IS HEREBY GIVEN that these bonds will be offered for sale according to the following terms: TIME AND PLACE: Sealed proposals will be opened by the City Manager, or designee, on Wednesday, November 18, 1998, at 11:30 A.M., Central Time, at the offices of Juran & Moody, 1100 Minnesota World Trade Center, 30 East Seventh Street, in Saint Paul, Minnesota 55101-2091. Considera- tion of the proposals for award of the sale will be by the City Council at its meeting in the Prior Lake Fire Hall beginning at 5:00 P.M., on the same day. BOOK ENTRY SYSTEM: The bonds will be issued by means of a book entry system with no physical distribution of bond certificates made to the public. The bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of Depository Trust Company ("OTC"), New York, New York, which will act as securities depository of the bonds. Individual purchases of the bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of OTC and its participants. Principal and interest are payable by the Issuer to OTC or its nominee as registered owner of the bonds. Transfer of principal and interest payments to participants of OTC -5- DATE OF ORIGINAL ISSUE OF BONDS: PURPOSE: INTEREST PAYMENTS: MATURITIES: REDEMPTION: 984293.1 will be the responsibility of DTCi transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful proposal maker, as a condition of delivery of the bonds, will be required to deposit the bond certificates with DTC. December 1, 1998. For the purpose of providing money to finance the construction of various improvements in the Issuer. June 1, 1999, and semiannually thereafter on June 1 and December 1 to registered owners of :~e bonds appearing of record in the bond register as of the close of business on the fifteenth (15th) day (whether or not a business day) of the immediately preceding month. December 1 in each of the years and amounts as follows: Year Amount 1999-2007 2008 $125,000 150,000 All dates are inclusive. Proposals for the bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. At the ootion of the Issuer, bonds maturing~after December 1, 2004, shall be subject to prior payment on said date, and any interest payment date thereafter, at a price of par and accrued interest. Redemption may be ~n whole or in part of the bonds subject to -6- ,.., prepayment. If yedemption is in part, the bonds remaining unpaid which have the latest maturity date shall be prepaid first. If only part of the bonds having a common maturity date aye called for prepayment, the Issuer will notify DTC of the particular amount of such maturity to be prepaid. OTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Notice of such call shall be given by mailing a notice thereof by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each bond to be redeemed at the address shown on the registered books. CUSIP NUMBERS: If the bonds qualify for assignment of CUSIP numbers such numbers will be printed on the bonds, but neither the failure to print such numbers on any bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Purchaser thereof to accept delivery of and pay for the bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall ~~ paid by the Purchaser. DELIVERY: Forty days after award subject to approving legal opinion of Briggs and Morgan, Professional Association, of St. Paul and Minneapolis, Minnesota. Legal opinion will be paid by the Issuer and delivery will be anywhere in the continental United States without cost to the Purchaser at DTC. TYPE OF PROPOSAL: Sealed proposals of not less than $1,254,600 and accrued interest on the orincioal sum of $1,275,000 from date of original issue of the bonds to date of delivery must be filed with the undersigned prior to the time of sale. prooosals must be unconditional except as to legality. A certified or 984293.1 -7- cashier's check (the "DeDosit") in the amount of $25,500, payabie to the order of the Finance Director of the Issuer, or a Financial Surety Bond complying with the provisions below, must accompany each proposal, to be forfeited as liquidated damages if proposal maker fails to comply with accepted proposal. Proposals for the bonds should be delivered to Juran & Moodv, and addressed to: - Ralph Teschner Finance Director Prior Lake City Hall 16200 Eagle Creek Avenue Prior Lake, Minnesota 55372-1714 If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the Issuer. Such bond must be submitted to Juran & Moody prior to the opening of the proposals. The Financial Surety Bond must identify each proposal maker whose Deposit is guaranteed by such Financial Surety Bond. If the bonds are awarded to a proposal maker using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Juran & Moody in the form of a certified or cashier's check or wire transfer as instructed by Juran & Moody not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Issuer to satisfy the Deposit requirement. The Issuer will de=osit the check of the ourchaser, the amount of which will be deducted at settlement and no interest will accrue to the ourchaser. In the event the purchas~r fails to comply with the accepted proposal, said amount will be retained by the Issuer. No proposal can be withdrawn after the time set for receiving proposals unless the meeting of the Issuer scheduled for award of the bonds is adjourned, recessed, or 984293.1 -8- [{Jl.. :'::: S ; INFORMATION FROM PURCHASER: NOT QUALIFIED TAX EXEMPT OBLIGATIONS: CONTINUING DIS- CLOSURE u~DERTAKING: F-.WARD: 98429j 1 continued to another date without award of the bonds having been made. All rates must be in integral multiples of 1/20th or 1/8th of 1%. No limitation is placed upon the number of rates which may be used. All bonds of the same maturity must bear a single uniform rate from date of issue to maturity. The successful purchaser will be required to provide, in a timely manner, certain information relating to the initial offering price of the bonds necessary to compute the yield on the bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. The Issuer will not designate the bonds as qualified tax exempt obligations for purposes of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended. The Issuer will covenant in the resolution awarding the sale or the bonds and in a Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the Issuer, and notices of certain material events, as required by SEe Rule 15c2-12. Award will be made solely on the basis of lowest dollar interest cost, determined by addition or any discount to and deduction of any premium from the total interest on all bonds from their date to their stated maturity. -9- The Issue~ ~eserves the right to reject any and all proposals, to waive informalities and to adjourn the sale. Dated: October 19, 1998. BY ORDER OF THE CITY COL~CIL /s/ Frank Bovles City Manager Additional information may be obtained from: JURAN & MOODY 1100 Minnesota World Trade Center 30 East Seventh Street St. Paul, Minnesota 55101-2091 Telephone No.: (612) 224-1500 984293.1 -10- AUTHORITY AND SECURITY FOR THE BONDS 51,275,000 General Obligation Improvement Bonds of 1998 The Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475. At closing, Bond Counsel will render an opinion that the Bonds are valid and binding general obligations of the City of Prior Lake. The Bonds are payable primarily from special assessments against all benefitted property and the full faith and credit of the City is pledged to their payment. These taxes will be levied upon all of the taxable property within the City and without limitation of amount. The interest on the Bonds is not includable in the gross income of the recipient for purposes of United States income tax or the State of Minnesota income tax (other than Minnesota corporate excise taxes measured by income) according to present Federal and Minnesota laws, regulations, rulings and decisions. See Appendix A - Proposed Form of Legal Opinion. PURPOSE 51,275,000 General Obligation Improvement Bonds of 1998 The purpose of the Bonds is to provide funds for the financing of assessable improvements within the City, including but not limited to sanitary sewer and water line connections, storm sewer, streets, side- walks, and curb & gutter. -11- STATUTORY DEBT LIMITI Minnesota Statutes, S 475.53, states that a city may not incur or be subject to a net debt in excess of two percent (2%) of its estimated market value. Net debt is, with limited exceptions, debt paid solelv from ad valorem taxes. . Computation of Legal Debt Margin as of October 16, 1998, plus these issues: 1997/1998 Estimated Market Value Times 2% of Estimated Market Value $ 690,317,000 x .02 Statutory Debt Limit Amount of debt applicable to debt limit: Net Bonded Debt (includes this issue) Less: General Obligation Improvement Bonds (includes this issue) General Obligation Refunding Bonds General Obligation Crossover Refunding Bonds General Obligation Water and Sewer Revenue Bonds Total debt applicable to debt limit Legal debt margin $ 13.806.340 $ 22,100.000. ( 7,020.000) ( 2,515.000) ( 2,185.000) ( 235.000) $ 10.145.000 $ 3.661.340 I Total bonded debt. for purposes of statutory debt limit calculations, includes all general obligations issued by the City as well as all debt issued by the EDA that is backed by the general taxing powers of the City. The outstanding (i) $1,850,000 of the outstanding $2.085,000 of the $2,200,000 General Obligation Water and Sewer Revenue Bonds of 1995. dated November I, 1995 and (ii) $7,025,000 of the outstanding $7,800,000 of the $7,800,000 General Obligation Park Bonds of 1997. dated May I, 1997 have been deducted to arrive at the net bonded debt. -12- ESTIMATED SOURCE AND APPLICATION OF FUNDS 51,275,000 General Obligation Improvement Bonds of 1998 I. Source of Funds General Obligation Improvement Bonds of 1998 II. Application of Funds Estimated Costs to be Financed: Project Costs to be Financed Add Estimated Issuance Costs: [Bond counsel, fiscal fee and bond rating fee] Underwriter's Discount (1.60% of par) Total Estimated Issuance Costs Par Amount of Bond Issue -\3- $21,000 20.400 $1,233.600 41.400 $1.275.000 $1.275.000 FUTURE FINANCING The City does not anticipate the need to finance any capital improvements with the issuance of general obligation bonds within the next two months. BOND RATING The City currently has a general obligation bond rating of "A2" assigned by Moody's Investors Service. The City will be applying to Moody's for a rating on these Bonds. LITIGA TION The City Consulting Attorney, Campbell Knutson, P.A., Suesan Lea Pace, indicated as of October 20, 1998, that no litigation is pending or threatened that would jeopardize the creditworthiness of the City of Prior Lake. Claims or other actions in which the City is a defendant are covered by insurance or of insignificant amounts. CERTIFICATION The City will furnish a statement to the effect that this Official Statement, to the best of their knowl- edge and belief, as of the date of sale and the date of delivery, is true and correct in all material re- spects, and does not contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. LEGALITY Legal matters incident to the authorization and issuance of the Bonds are subject to the approving opinion of Bond Counsel as to validity and tax exemption. A copy of such opinion will be available at the time of the deliverY of the Bonds. See Appendix A - Proposed Form of Legal Opinion. Bond Counsel has not participated in the preparation of this Official Statement and is not passing upon its accuracy, completeness or sufficiency. Bond Counsel has not examined, nor attempted to examine, or verify, any of the financial or statistical statements or data contained in this Official Statement, and will express no opinion with respect thereto. -14- . I CONTINUING DISCLOSURE In order to assist the Underwriters in complying with SEC Rule 15c2-12 (the "Rule"), pursuant to the Award Resolution and a Form of Continuing Disclosure Undertaking to be executed on behalf of the City on or before Bond Closing, the City has and will covenant (the" Undertaking") for the benefit of holders of the Bonds to provide certain financial information and operating data relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of material events is set forth in the Form of Continuing Disclosure Undertaking in substantially the form attached hereto as Appendix B. The City has never failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of material events. A failure by the City to comply with the Undertaking will not constitute an event of default on the Bonds (although holders will have an en- forceable right to specific performance). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before rec- ommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. The Issuer will covenant in the resolution awarding the sale of the Bonds and in a Form of Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the Issuer, and notices of certain material events, as required by SEC Rule 15c2-12. Please see Appendix B - Form of Continuing Disclosure Undertaking for further infor- mation regarding continuing disclosure for the City of Prior Lake, Minnesota. -15 - BOOK-ENTRY ONLY SYSTEM The Depository Trust Company (the" DTC"), New York, New York, will act as securities depository for the Bonds. Upon issuance of the Bonds, one fully registered Bond will be registered in the name of Cede & Co., as nominee for DTC, for each maturity of the Bonds as set forth on the cover page hereof, each in the aggregate principal amount of such maturity. So long as Cede & Co. is the registered owner of the Bonds, references herein to the Owners of the Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the Bonds. DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of 917 A of the Secu- rities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "DTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities Bonds. DTC Partici- pants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with DTC Participants, either directly or indirectly (the" Indirect Par- ticipants" ). The interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant or Indirect Participant. Each DTC Participant will receive a credit balance on the rec- ords of DTC. Individual purchases will be made in the denomination of $5,000 or any whole multiple thereof. Beneficial owners of Bonds will receive a written confirmation of their purchases providing details of the Bonds acquired. Beneficial owners of Bonds will not receive Bonds representing their ownership interest in the Bonds, except as specifically provided below. Transfers of beneficial ownership interest in the Bonds will be accomplished by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Indirect Participants and the Bene- ficial Owners of Bonds. For every transfer and exchange of beneficial ownership of Bonds, the benefi- cial owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. The City will make payments of principal and interest on the Bonds to DTC or its nominee, Cede & Co., as registered owner of the Bonds. Upon receipt of moneys, DTC's current practice is to immedi- ately credit the accounts of the DTC Participants in accordance with their respective holdings shown on the records of DTC. Payments by DTC Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices such as those which are now the case for municipal securities held in bearer form or registered in "street name" for the accounts of customers and will be the responsibility of such DTC Participants or Indirect Participants and not the responsibil- ity of DTC or the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time. -16- .. ,e TAX EXEMPTION AND OTHER TAX CONSIDERATIONS THE $1,275,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1998 WILL NOT BE BANK QUALIFIED AND INTEREST ON THE BONDS IS EXCLUDED FROM GROSS INCOME FOR PURPOSES OF UNITED STATES INCOME TAX AND IS EXCLUDED, TO THE SAME EXTENT, IN COMPUTING BOTH GROSS AND TAXABLE NET INCOME FOR PURPOSES OF STATE OF MINNESOTA INCOME TAX (OTHER THAN MINNESOTA FRANCHISE TAXES MEASURED BY INCOME AND IMPOSED ON CORPORATIONS AND FINANCIAL INSTITUTIONS.) Tax Exemption At closing Bond Counsel will render an opinion that, at the time of their issuance and delivery to the original purchaser, under present federal and State of Minnesota laws, regulations, rulings and deci- sions (which excludes any pending legislation which may have a retroactive effect), the interest on each Bond is excluded from gross income for purposes of United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes of State of Minnesota income tax (other than Minnesota franchise taxes measured by income and imposed on cor- porations and financial institutions), and that interest on the Bonds is not an item of tax preference for purposes of computing the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; provided that inter- est on the Bonds is subject to federal income taxation to the extent it is included as part of adjusted cur- rent earnings for purposes of computing the alternative minimum tax imposed on certain corporations. No opinion will be expressed by Bond Counsel regarding other federal or state tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. Preservation of the exclusion of interest on the Bonds from federal gross income and state gross and taxable net income, however, depends upon compliance by the Issuer with all requirements of the Internal Revenue Code of 1986, as amended, (The" Code") that must be satisfied subsequent to the is- suance of the Bonds in order that interest thereon be (or continue to be) excluded from federal gross income and state gross and taxable net income. The Issuer will covenant to comply with requirements necessary under the Code to establish and maintain the Bonds as tax-exempt under S 103 thereof, including without limitation, requirements re- lating to temporary periods for investments and limitations on amounts invested at a yield greater than the yield on the Bonds. Property and Casualty Insurance Companies Property and casualty insurance companies are required to reduce the amount of their loss reserve de- duction by 15% of the amount of tax-exempt interest received or accrued during the taxable year on certain obligations acquired after August 7, 1986, including interest on the Bonds. Foreign Insurance Companies Foreign companies carrying on an insurance business in the United States ~e su~ject to a. tax on in- come which is effectively connected with their conduct of any trade or busmess 10 the Umted States, including" net investment income." Net investment income includes tax-exempt interest such as inter- est on the Bonds. Branch Profits Tax A foreign corporation is subject to a branch profits tax equal to 30% of the "dividen.d equivalent amount" for the taxable year. The" dividend equivalent amount" is the foreign corporation's .. effec- tively connected earnings and profits," adjusted for increase or decrease in "U.S. n~t equity." A branch's earnings and profits may include tax-exempt municipal bond interest, such as mterest on the Bonds. -17- Passive Investment Income of S Corporations Passive investment income, including interest on the Bonds, may be subject to federal income taxation under ~ 1375 of t~e Code for an S corporation that has Subchapter C earnings and profits at the close of the taxable year If more than 25% of the gross receipts of such S corporations is passive investment income. Social Security and Railroad Retirement Benefits Certain recipients of social security benefits and railroad retirement benefits are required to include a portion of such benefits within gross income by reason of receipt of interest on tax exempt obligations, including the Bonds. Exclusion Not Constitutionally Required; Pending Legislation The United States Supreme Court ruled in 1988 that the exclusion from gross income of interest on state and local bonds is not required by the United States Constitution. The Constitution of the State of Minnesota likewise does not require the exclusion from gross income or taxable net income of interest on bonds of Minnesota issuers. Hence, future federal and/or state laws could cause the inclusion of in- terest on bonds, including the Bonds, in gross income of taxable net income, or could otherwise cause such interest to be taxed or to be included in the calculation of other income which is taxed. NOT Qualified Tax-Exempt Obligations The City WILL NOT designate the Bonds as "qualified tax-exempt obligations" for purposes of g265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial insti- tutions to deduct from income for federal income tax purposes, interest expense that is allocable to car- rying and acquiring tax-exempt obligations. "Qualified tax-exempt obligations" are treated as acquired by a financial institution before August 8, 1986. Interest allocable to such obligations remains subject to the 20% disallowance under prior law. General The preceding is not a comprehensive list of all federal tax consequences which may arise from the re- ceipt or accrual of interest on the Bonds. The receipt or accrual of interest on the Bonds may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability of the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items of in- come or deductions. Bond Counsel expresses no opinion regarding any such consequences. All pro- spective purchasers of the Bonds are advised to consult their own tax advisors as to the tax conse- quences of, or tax considerations for, purchasing or holding the Bonds. -18- THE CITY OF PRIOR LAKE GENERAL INFORMATION Access and Transoortation The City of Prior Lake, situated in north central Scott County, is located approximately 24 miles sout~~est of Minneapolis and is part of the Twin Cities Metropoli~an Area. Prior Lake is bordered by the cIties of Shakopee on the north and Savage on the east. Access IS provided via State Highway 13 as well as County Roads 12,21,23,39,42,44,81,82 and 87. In addition, Interstate Highway 35 and 494 lie just five and seven miles east and north of the City, respectively. There are approximately 66.5 miles of paved streets within the City's corporate limits. Tax Base For taxes collectible in 1998, the tax breakdown is 76.59% residential homestead (non-agriculture), 1.15% agricultural, .31% public utility, 9.23% commercial & industrial, 8.80% non-homestead residential, 1.19% seasonal commercial & residential and 2.73% personal property. Area 10,240 Acres (16.00 Square Miles) Pooulation 1970 Census 1980 Census 1990 Census 1998 Estimate 1,114 7,284 11,682 14,700 Municioal Facilities Revenue Producing Facilities: The Waterworks System has approximately 4,730 ml1Ilicipal connections that consists of two elevated water storage facilities with a combined total of 1,750,000 gallons as well as three wells that have the capacity to pump 3,900 gallons per minute or 5,616,000 gallons per day. Average demand is 1,900,000 gallons per day while peak demand reaches 3,300,000 gallons per day. Total tap water hardness is 19 parts per million. The Sewer System has approximately 4,739 municipal connections. The sanitary sewer disposal nee~s are served by the Metropolitan Waste Control Commission with 29 lift stations. Average demand IS 23,000,000 gallons per day while peak demand reaches 60,000,000 gallons per day. -19- The 1997 audited g~~ss water and sewer utility operating revenues w~re $2,174.965 with the average water and sewer utility charge per year per household and commercial connection at approximately $459. The residential and industrial water rate is $1.15 per thousand gallons. The sewage use charge for Metropolitan Council Environmental Service1 is $1.32 per thousand gallons and the City residential charge is $2.85 per thousand gallons. Other Municipal Services: Fire and Rescue Deoartment. The City currently has a 38-member volunteer fire and rescue department consisting of one tanker, two fire trucks, an aerial fire truck, two pumpers, one ambulance/emergency vehicle as well as other miscellaneous fire fighting and rescue equipment. Police Deoartment. The City operates its own police department with one chief of police, one lieuten- ant, three sergeants, two detectives, twelve officers, one part-time community service officer and four secretaries-two full-time and two part-time. In addition, the Department owns and operates a total of twelve utility, marked and unmarked police vehicles. Parks and Recreation. The City currently operates approximately 32 designated park sites plus a 70- acre athletic complex encompassing 464 acres. Facilities include an indoor swimming pool, enclosed picnic shelters with picnic tables, walkinglsnowmobilinglcross-country ski trails, hockey/skatinglbroomball rinks, basketball courts, baseball/softball fields, football fields and general playground equipment. City Government The City of Prior Lake, organized in 1891, is a Minnesota Statutory City with an Optional Plan B form of government. It has a mayor elected at large for a four-year term and four council members also elected at large for four-year terms. The professional staff is appointed and consists of a city manager, city finance director, city consulting attorney and city engineer. EmDlovee Pension Proarams The City employs 71 people-65 full-time and 6 part-time. The pension plan covers 71 of the City's employees. The City participates in contributory pension plans through the Public Employees Retirement Associa- tion (PERA) under Minnesota Statutes, Chapter 353, which covers substantially all employees except those qualifying as temporary or seasonal employees. This plan is state administered and is coordinated with the Federal Social Security Retirement Plan (FICA). State statute requires the City to fund current service pension cost as it accrues. Prior service cost is being amortized over a period of 40 years and is being funded by payment determined as a portion of gross wages paid by all employers participating in the State Association. The amount of unfunded prior service cost attributed to individual reporting en- tities is not determinable. The City's contributions to PERA for the past six years have been as follows: Year 1997 1996 1995 Amount Year 1994 1993 1992 Amount $194,625 177,354 170,012 $152,499 146,149 129,744 1 The Metropolitan Council Environmental Service (MCES) issues a fee that is assessed to the City for treating the City's sewage system. -20- ,. The volunteer firemen of the City are eligible for pension benefits through membership in the Prior Lake Firemen' s Relief Association organized under Minnesota Statutes, Chapter 69, and adminis- tered by a separate Board elected by the membership. This plan is funded by state aids investment earnings and City contributions. State statute requires this plan to fund current service cost 'as it accrues and prior service cost to be amortized over a period of ten years. All members of the Prior Lake Fire Department who have served for at least 20 years and have reached the age of 50 years shall be paid a pension equal to the sum of $2,200 per year' of service. Volunteers who have served a minimum of 10 years but less than 20 years shall be paid a pension at age 50 ac- cording to the following schedule: 10 years - 60% 11 years - 64% 12 years - 68% 13 years - 72% 14 years - 76% 15 years - 80% 16 years - 84% 17 years - 88% 18 years - 92% 19 years - 96% 20 years - 100% Residential Development There are approximately 4,153 single-family homes and 948 multifamily units located within the City. In addition, there have been 134 single-family homes and 34 multifamily units constructed within the past twelve months. The status of residential subdivisions constructed or planned within the past three years is as follows: Subdivision Name Cardinal Ridge-3rd Addition Cardinal Ridge-4th Addition Knob Hill Preserve at The Wilds Westbury Ponds-l 51 Addition Westbury Ponds-2nd Addition Wilderness Ponds Windsong on the Lake-2nd Addition Woodridge Estates-3 rd Addition Cardinal Ridge-4th Addition Eagle Creek Villas Pheasant Meadows The Wilds-2nd Addition West Edge Estates-2nd Addition Westbury Ponds-3rd Addition Cardinal Rid~e-5th Addition Knob Hill-2n Addition Maple Hill_2nd Addition North Shore Oaks-7th Addition Wilderness Ponds-2nd Addition The Wilds-3rd Addition The Wilds-4th Addition Windstar Number of Dwellings 39 41 49 9 36 7 49 7 33 35 45 24 24 12 17 25 46 28 13 45 38 8 21 -21- Year Constructed 1995 1995 1995 1995 1995 1995 1995 1995 1995 1996 1996 1996 1996 1996 1996 1997 1997 1997 1997 1997 1997 1997 1997 Status (% Develoved) 98% Complete 93% Complete 49% Complete 0% Complete 94% Complete 100% Complete 73% Complete 14% Complete 55% Complete 43% Complete 58% Complete 33% Complete 29% Complete 100% Complete 24% Complete 34% Complete 12% Complete 0% Complete 8% Complete 11 % Complete 0% Complete 0% Complete 24% Complete The following pending residential subdivisions that are either in the preliminary or final stages for 1998 are as follows: Subdivision Name Pheasant Meadow-2nd Addition Red Oaks-2nd Addition . Creekside Estates (preliminary) Glynwater (preliminary) Northwood Oaks Estates (preliminary) The Harbor-8th Addition ~fina1) Windsong on the Lake-3 Addition (preliminary) Woodridge Estates-4lh Addition (final) Number of Year Dwellinfls Constructed 18 1998 2 1998 2 1998 121 1998 48 1998 3 1998 1 1998 2 1998 Status (% Develooed) 0% Complete 0% Complete N/A N/A N/A N/A N/A N/A Industrial Park(s) The City of Prior Lake has two industrial parks totaling approximately 100 acres. Currently there are 15 enterprises occupying the parks, the larger of which include Scott Rice Telephone, E.M. Products, Keyland Homes and Prior Lake Machine. Commercial/Industrial DeveloDment Building construction and commercial/industrial growth completed within the past three years have been as follows: Name A ward Printing American Glass/Metro Cabinets Becker Arena Products Burdick No.3 Office Building! Carol's Furniture City of Prior Lake Construction 701 E.M. Products Fairview Medical Clinic Great Clips Beauty Salon Holiday Station Keyland Homes Lemke Office Building! NBC Products Park Nicollet Clinic! Speiker Building Wilds Clubhouse Product/ Service Printing Publication Company Glass Replacement/Cabinets Ice Arena Mfg. Products Office Retail City Maintenance Garage Office/Warehouse Industrial Generator Muffler Medical Services Hair Products Gas/Convenience Construction Company Retail/Office Air Filtration Systems Medical Services Office Space Golf Course Description of Construction New Construction New Construction New Construction New Construction Office Expansion Office Expansion New Construction New Construction New Construction New Construction Store Expansion Millwork Expansion Office Expansion New Construction New Construction New Construction New Multi-purpose Clubhouse Pending plans for commercial/industrial development include the construction of Northgate Plaza which will have retail/office space. I New building construction completed within the past twelve months. -22- ~~- Buildina Permits Building permits issued for the past six years and a portion of the current year have been as follows: Commercial/ Industrial Residential Total Total Number of Number Number Permit Year of Permits of Permits of Permits Valuation 1998 (as of 09/30/98) 40 852 892 $25,838,069 1997 55 536 591 29,463,935 1996 56 608 664 48,541,444 1995 60 505 565 38,555,777 1994 38 517 555 34,522,273 1993 26 420 446 25,653,479 1992 10 324 334 15,906,528 Financial Institutions Financial services are provided by U.S. Bank National Association (branch of Minneapolis), Marquette Bank, National Association (branch of Golden Valley), Prior Lake State Bank and South Metro Federal Credit Union. Reported deposits/assets for Prior Lake State Bank and South Metro Federal Credit Union as of December 31,1997, are $74,506,000 and $13,719,000, respectively. Reported deposits for U.S. Bank National Association and Marquette Bank, National Association are not available at this time. All deposit and asset information was obtained from the latest edition (spring 1998) of the McFadden Upper Midwest Financial DirectoryTM. Education The City of Prior Lake is served by Independent School District No. 719, Prior Lake and Independent School District No. 720, Shakopee. Independent School District No. 719, Prior Lake, operates one early childhood and kindergarten school, Ponds Edge, with a 1998/1999 enrollment of approximately 295. The District also operates three elementary schools, Five Hawks Elementary, grades three and four, Grainwood Elementary, grades five and six, and Westwood Elementary, grades one and two; a junior high school, grades seven and eight; and a senior high school, grades nine through twelve. Com- bined enrollment at the five schools for the 1998/1999 school year is approximately 3,697. Independent School District No. 720, Shakopee, operates two elementary schools, grades kindergarten through four, one elementary school, grades five and six, a junior high school, grades seven through nine and a senior high school, grades ten through twelve. Combined enrollment at the five schools for the 1998/1999 school year is approximately 3,162. In addition, there are three parochial schools located within Prior Lake; Prior Lake Christian, St. Michael's Catholic and St. Paul's Lutheran. Prior Lake Christian consists of grades kindergarten through twelve with an enrollment of 55, St. Michael's Catholic is comprised of grades kindergarten through eight with an enrollment of 372 and St. Paul's Lutheran operates grades kindergarten t~ough six with an enrollment of 33. Further, St. Michael's Catholic and St. Paul's Lutheran are accredited by the Minnesota Nonpublic School Accrediting Association. -23 - Post secondary education is available at the following schools: School Hennepin Technical College Normandale Community College University of Minnesota University of S1. Thomas ~ Technical College Community College Public University Private University Location Eden Prairie, Minnesota Bloomington, Minnesota Minneapolis, Minnesota S1. Paul, Minnesota Distance from Prior Lake 9 Miles 9 Miles 20 Miles 28 Miles Maior EmDlovers The City has 40 retail or commercial enterprises in the downtown area employing an estimated 250 people. In addition, there is one 84,000 square foot shopping center located within the City with 19 stores employing approximately 80 people. The following is a list of the ten largest employers within the City: Commercial/Industrial Mystic Lake Casino ISD No. 719, Prior Lake County Market City of Prior Lake I Edina Realty Prior Lake State Bank Norex Corp. E.M. Products2 Scott Rice Telephone2 Keyland Homes2 Product/Service Entertainment Public Education Grocery Store City Government Real Estate financial Services Computer Sales Noise Abatement Equipment Communications Millwork Company Number of Emvlovees 3,900 565 153 71 46 43 33 31 28 26 LaraestTaxDavers The following is a list of the ten largest taxpayers within the City as reported by Scott County: Name MN Valley Electric Cooperative Northern State Power Company Minnesota Gas Company Restan LLC Individual Shamrock Recreational Properties Inc. Midway National Bank Kestrel Properties LLP SRMM Investments Individual Property Class Gas Utility Gas Utility Water Utility Agricultural Preferred Industrial Residential (4 or more units) Apartments Apartments Apartments Industrial I Constitutes 6S full-time and six part-time employees. 2 Located within one of the City's industrial parks. 3 Before the tax increment and fiscal disparity adjustments. -24- 1997/1998 Estimated Market Value $2,373,000 2,248,500 2,312,500 2,172,300 1,688,300 2,162,000 1,700,000 1,938,000 1,102,500 1,381,600 1997/1998 Net Tax Cavacitv $166,730 150,744 137,806 121,324 97,704 79,460 71,352 59,887 46,273 42,832 Percent of Real Property To Net Tax Capacity ($10.224.779)3 1.63% 1.47 1.35 1.19 .96 .78 .70 .59 .45 .42 MINNESOTA VALUATIONS. TAX CREDITS AND LEVY LIMITATIONS :\'tarket Value Acc?rding ~o Minnesota Statutes, Chapter 273, all real property subject to taxation is to be appraised at maXImum Intervals of four years. All real property becoming taxable in any year is listed at its esti- mated market value on January 2 of that year. The estimated market value is the County Assessor's appraisal of the worth of the property. Indicated Market Value The Minnesota Department of Revenue conducts the Real Estate Assessment/Sales Ratio Studv to ac- complish equalization of property valuation in the State of Minnesota and to determine the probable selling price of a property. The study is a three-year average of sale prices as related to the latest asses- sor's estimated market value. The indicated market value is determined by dividing the estimated mar- ket value by the Assessment/Sales Ratio for the city as determined by the Department of Revenue. Net Tax Capacity Starting with taxes payable in 1990, net tax capacity replaced gross tax capacity as the measure of tax- able value. To determine net tax capacity, the estimated market value is multiplied by a factor called "class rate," that varies depending on the use of the property. Net tax capacity differs from gross tax capacity primarily in setting lower values for homesteaded residential and agricultural properties. Net tax capacity is multiplied by the" local tax rate" to determine taxes payable. Tax Cycle Minnesota local government ad valorem property taxes are extended and collected by the various counties within the state. The process begins in the fall of every year with the certification, to the county auditor, of all local taxing districts' property tax levies. Local tax rates are calculated by divid- ing each taxing district's levy by its net tax capacity. One percentage point of local tax rate represents one dollar of tax per $100 net tax capacity. A list of taxes due is then prepared by the county auditor and turned over to the county treasurer on or before the first Monday in January. The county treasurer is responsible for collecting all property taxes within the county. Real estate tax statements are to be mailed out no later than January 31 and personal property tax statements no later than February 15. The due dates for payment of real property taxes are one-half on or before May 15 and one-half on or before October 15. Personal property taxes become due one-half on or before February 28 and one-half on or before June 30. Following each settlement (March 5, June 5, and November 5 of each year), the county treasurer must redistribute property tax revenues to the local taxing districts in proportion to their tax capacity ratios. Delinquent property taxes are penalized at various rates depending on the type of property and the length of delinquency. Tax Credits Prior to 1990, taxes on homestead residential and agricultural property were reduced by a direct sub- sidy to the taxpayer. Beginning in 1990, the homestead credit has been eliminated. The state subsidy is now accomplished through lower class rates to homesteaded classifications of property and increased state aids paid directly to local taxing districts. This new system is intended to have generally the same impact as the former homestead credit system. -25 - Tax Levies for General Obligation Bonds (:\Iinnesota Statutes, ~475.61) The governing body of any municipality issuing general obligations shall, prior to delivery of the obli- gations, levy by resolution a direct general ad valorem tax upon all taxable property in the municipality to be spread upon the tax rolls for each year of the term of the obligations. The tax levies for all years shall be specified and such that if collected in full they, together with estimated collections of special assessments and other revenues pledged for the payment of said obligations, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the obligations. Such resolution shall irrevocably appropriate the taxes so levied and any special assess- ments or other revenues so pledged to the municipality's debt service fund or a special debt service fund or account created for the payment of one or more issues of obligations. The governing body may, at its discretion, at any time after the obligation have been authorized, adopt a resolution levying only a portion of such taxes, to be filed, assessed, extended, collected and remitted as hereinafter provided, and the amount or amounts therein levied shall be credited against the tax required to be levied prior to delivery of the obligations. The recording officer of the municipality shall file in the office of the county auditor of each county in which any part of the municipality is located a certified copy of the resolution, together with full in- formation regarding the obligations for which the tax is levied. No further action by the municipality is required to authorize the extension, assessment and collection of the tax, but the municipality's liability on the obligations is not limited thereto and its governing body shall levy and cause to be extended, assessed and collected any additional taxes found necessary for full payment of the principal and inter- est. The auditor shall annually assess and extend upon the tax rolls the amount specified for such year in the resolution, unless the amount has been reduced as authorized below or, if the municipality is lo- cated in more than one county, the portion thereof that bears the same ratio to the whole amount as the tax capacity value of taxable property in that part of the municipality located in his county bears to the tax capacity value of all taxable property in the municipality. Tax levies so made and filed shall be irrevocable, except that if the governing body in any year makes an irrevocable appropriation to the debt service fund of moneys actually on hand or if there is on hand any excess amount in the debt service fund, the recording officer may certify to the county auditor the fact and amount thereof and the auditor shall reduce by the amount so certified the amount otherwise to be included in the rolls next thereafter prepared. All such taxes shall be collected and remitted to the municipality by the county treasurer as other taxes are collected and remitted, and shall be used only for payment of the obligations on account of that levied or to repay advances from other funds used for such payments, except that any surplus remain- ing in the debt service fund when the obligations and interest thereon are paid may be appropriated to any other general purpose by the municipality. Levy Limitations The 1997 Minnesota Legislature (Laws 1997, Chapter 231, Article 3) established levy limitations for all counties and for all cities over 2,500 population which will be effective for taxes collected in 1998 and 1999. The computations oflevy limits were determined by the Commissioner of Revenue and were are available for each City and County as of August 1, 1997. The levy limits will not apply to certain "special levies" which will include levies to pay debt service. See Property Tax Classifications on following page for partial summary of 1998/1999 class rates percentages. Class Rate The factors (class rates) for converting estimated market value to net tax capacity represent a basic element of the State's property tax relief system and are therefore subject to annual revisions by the State Legislature. - 26- -~~~...- -~ , The following is a partial summary of these factors: Property Tax Classifications 1995/1996 1996/1997 1997/1998 1998/1999 Class Rate Class Rate Class Rate Class Rate Tvoe of Prooertv Percent Percent Percent Percent Residential Homestead Under $72,000 1.000% 1.000% Over $72,00 I 2.000 2.000 Under $75,000 1.000% 1.000% Over $75,001 1.850 1.700 Commercial/Industrial Public Utility Under $100,000 3.000 3.000 Over $100,001 4.600 4.600 Under $150,000 2.700 2.450 Over $150,00 I 4.000 3.500 Agricultural Property Homestead: House, Garage & I Acre Under $72,000 1.000 1.000 Over $72,00 I 2.000 2.000 Under $75,000 1.000 1.000 Over $75,001 1.850 1.700 Remainder to 320 Acres Under $115,000 .450 .450 .400 .350 Over $115,001 I. 000 1.000 .900 .800 Over 320 Acres Under $115,000 .450 .450 .400 .350 Over $115,001 1.500 1.500 1.400 1.250 Non-Homestead: House, Garage, I Acre 2.300 1.500 1.400 1.250 Land/Timberland 1.500 1.500 1.400 1.250 Residential Non-Homestead Apartments: 1 to 3 units 2.300 2.300 I Unit 1.900 1.000 2 or 3 units 2.000 1.000 4 or more units 3.400 3.400 2.900 2.500 Small cities less than 5,000 population with 4 or more units 2.300 2.300 2.300 2.150 Seasonal Recreational Non-Commercial: Under $72,000 2.000 \. 750 Over $72,00 I 2.500 2.500 Under $75,000 1.400 1.250 Over $75,001 2.500 2.200 Commercial (i.e. resorts) 2.300 2.300 2.100 1.800 Vacant Land 'See Footnote 'See Footnote 2.100 1.700 · All vacant land is reclassified to highest and best use pursuant to local zoning ordinance. -27 - THE CITY OF PRIOR LAKE ECONOMIC AND FINANCIAL INFORMATION Valuations Real Property Personal Property Less: Tax Increment Deduction Fiscal Disparities' (Contribution to Pool) Distribution from Pool Estimated ,Harket Value 1997/1998 $683,144,300 7,172,700 Net Tax Capacity 1997/1998 $ 10,224,779 286,908 ( 143,201) ( 460,866) 1.161.802 $ 11.069.422 Total Valuation $ 690.317.000 Market Value After Sales Assessment Ratio The Minnesota Department of Revenue conducts the Real Estate Sales Assessment Ratio Study to ac- complish equalization of property valuations in the State and to determine the probable selling price of a property. The Study is a three-year average of sale prices as related to the latest assessor's market value. The latest assessment sales ratio (1997) in Prior Lake is 88.0% meaning the County Auditor's recorded real property market value of $683,144,300 is 88.0% of the probable resale market value. We have made the foilowing computations in deriving the market value figure used in the" Summary of Debt and Debt Statistics." County Auditor's recorded real property market value. Latest Composite Ratio from the Real Estate Sales Assessment Ratio Study of the Minnesota Department of Revenue. Indicated market value of real property. Personal property. Indicated market value of real and personal property used In "Summary of Debt and Debt Statistics." Sales Assessment Ratio Historv The Sales Assessment Ratio for the City of Prior Lake over the past nine years have been as follows: $683,144,300 88.0% $ 776,300,341 + 7.172.700 = $ 783.473.041 Year Ratio Year Ratio 1997 88.0% 1992 84.7% 1996 86.3 1991 87.1 1995 83.3 1990 85.6 1994 82.5 1989 84.6 1993 82.4 1 Fiscal Disoarities Law ' The 1971 Legislature enacted a .. fiscal disparities law" which allows all the Twin City Metropolitan Area Municipalities to share In commercial/industrial growth, regardless of where the growth occurred geographically. ~orty percent (40%) of every metropolitan. municipality's growth in commercial/industrial assessed valuation is pooled, then redistributed to all mUnlclpalttles on the basiS at population and per capita valuation after the tax increment and fiscal disparity adjustments. -28- ,-;. Valuation Trends (Real and Personal ProDertv) Valuation trends for the City of Prior Lake over the past nine years have been as follows: Levy Year/ Collection Year 1997/1998 1996/1997 1995/1996 1994/1995 1993/1994 1992/1993 1991/1992 1990/1991 1989/1990 Estimated Alarket Value $690,317,000 627,072,200 543,216,800 470,730,200 429,291,100 410,883,900 390,094,100 373,981,900 353,259,200 Net Tax Capacity Before Fiscal Disvarities' $10,511,687 10,281,323 8,783,063 7,460,535 6,732,031 6,550,066 6,533,845 6,655,988 6,397,500 Net Ta;" Capacity After Fiscal Disvarities2 $11,069,422 10,923,941 9,491,811 8,120,280 7,605,330 7,559,705 7,589,193 7,597,611 7,264,095 Breakdown of Valuations 1997/1998 Estimated Market Value. Real and Personal Property: Residential Homestead Agricultural Public Utility Commercial & Industrial Non-Homestead Residential Seasonal/Recreational Commercial & Industrial Personal Property Total $ 586,661,800 11,335,000 810,100 28,340,300 48,630,800 7,366,300 7,172,700 $ 690,3 17,000 84.98% 1.64 .12 4.11 7.04 1.07 1.04 100.00% 1997/1998 Net Tax Capacity, Real and Personal Property (before the tax increment and fiscal dispar- ity adjustments): Residential Homestead $ 8,050,503 76.59% Agricultural 120,962 1.15 Public Utility 32,404 .31 Commercial & Industrial 970,376 9.23 Non-Homestead Residential 925,276 8.80 Seasonal/Recreational Commercial & Industrial 125,258 1.19 Personal Property 286,908 2.73 Total $ 10.511.687 100.00% 1 Also before the captured tax capacity of tax increment distribution. 2 Also after the captured tax capacity of tax increment distribution. -29- Net Tax CaDacitv 1993/94 1994/95 1995/96 1996/97 1997/98 Net Tax Net Tax Net Tax Net Tax Net Tax Levy Year/ Capacity Capacity Capacity Capacity Capacity Collection Year Rates Rates Rates Rates Rates County of Scott 48.475% 50.217% 46.060% 41.683% 40.936% City of Prior Lake 36.509 36.707 33.962 32.721 34.689 City of Prior Lake (Rural) 25.556 25.695 23.774 City of Prior Lake (IV) 36.509 ISO No. 719, Prior Lake 57.925 61.810 52.472 60.710 58.110 ISO No. 720, Shakopee 65.540 70.685 64.535 64.052 73.306 Metropolitan Council .495 .577 .718 .718 .880 Metro Transit 3.465 3.612 2.845 1.837 .876 Light Rail Transit Authority .389 .268 .247 Mosquito Abatement .411 .405 .244 .249 .281 Scott County HRA .785 .721 .698 .630 .697 Prior Lake/Spring Lake Watershed 1.400 2.195 1.591 2.085 2.315 Tax Levies and Collections Levy Year/ 1993/ 1994/ 1995/ 1996/ Collection Year 1994 1995 1996 1997 Original Gross Tax Levy $4,004,849 $ 4,358,776 $4,645,308 $5,140,904 Property Tax Creditsl ( 1,210,482) ( 1,233,712) ( 1,244,559) ( 1,353,382) Disparity Reduction Aid ( 672) ( 0) ( 0) ( 0) Net Tax Levy $2,793,695 $3,125,064 $3,400,749 $3,787,522 Amount Collected during Collection Year $2,743,624 $3,075,188 $3,340,452 $3,708,074 Percent of Net Tax Levy Collected 98.21 % 98.40% 98.23% 97.90% Amount Delinquent at end of Collection Year $ 50,071 $ 49,876 $ 60,297 $ 79,448 Delinquencies Collected as of (06/01/98) ( 34,103) ( 32,912) ( 39,087) ( 29,080) Delinquencies Abated or 9.191) 14.655) Cancelled as of (06/0 1/98) ( 14.392) ( 11.462) ( ( Total Delinquencies Outstanding $ 12,019 $ 35,713 as of (06/0 1/98) $ 1,576 $ 5,502 Percent of Net Tax Levy Collected 99.94% 99.82% 99.65% 99.06% Note: 1997/1998 Gross Tax Levy $5,872,572 1997/1998 Net Tax Levy 4,538,559 1 Property tax credits are aids provided by the State of Minnesota and paid directly to the City. Cities now deduct property tax credits prior to certifying values with the county auditor. - 30- . , Purpose: Dated: Original Amount: \lalurity: lnterest Rates: 1::'01,73 S280,OOO 1.Dec 5 50-5 75% CITY OF PRIOR LiKE, JfliWiESOTA GENERAL OBLIGATION DEBT (as of October 16, 1998, Plus This lssue) 09/0 \077 S280,OOO I-Jul 510-550% 06,01'88 03/01191 10/01192 10/0lin S390.OOO S525,OOO S425,OOO S175,OOO I-Dee 1.Dec I-Jul 1-A08 590.770% 4.90-6 80'/, 340.395% ) 60-4 80% S35,OOO S45,OOO SO SO 1998 35,000 45,000 50,000 35,000 1999 ::'0,000 45,000 35.000 0 ::'000 ::'0,000 15,000 0 0 ::'IJ01 0 15,000 0 0 :002 0 15.000 0 0 ::'003 0 15,000 0 0 ::'004 0 15,000 0 0 ::'005 0 \0,000 0 0 2006 0 10,000 0 0 2007 0 10,000 0 0 ::'008 0 0 0 0 ::'009 0 0 0 ) 20\0 0 0 0 2011 0 0 0 0 :012 0 0 0 0 2013 0 0 0 0 ::'014 0 0 0 0 ::'015 0 0 0 0 2016 0 0 0 0 ::'0\7 SllO,ooo S24O,ooo S85,000 S35.000 (3) (3) (3) (4) (1) (5) G,O, G.O, G.O, GO. G,O, G.O, Park R.{Mnding 1"'1"01''''11111 1 mp'01'tlfltlll R.{Mnding Crossover Bond. Park Bonds Bonds Bonds R.{Mnding "f Bo,.tb of of of Bo,.ds 1973 of 1977 1988 1991 1992 of 1992A 1998 1999 ::'000 2001 2002 2003 2004 ::'005 2006 ::'007 ::'008 2009 20\0 2011 20\2 ::'013 2014 2015 20\6 2017 S\O,OOO 15,000 15,000 15,000 \5,000 15,000 o I) o o o o o o o o o o o o S85,ooo (I) SO 15,000 15,000 o o o o o o o o o o o o o o o o o S30,ooo (1) (2) G,O, G,O. G.O, G,O, G,O, G,O, Cro$$over 1 mp'01'tlflt1ll Fi" SlJJIion 1 mp'01'tlfltlll 1mp'01'tlflt1ll Eqllipmm' R.fiulding Bonds Bonds Bonds Bonds CemfiCJJlts Bonds of of of of of 0[1992B 1993 1993 1994 1995 1995 Purpose: Dated: 10/01/92 07/0 \193 0810\193 08/01/94 08/01195 09/0li95 Original AlDount: S860,OOO S3,ooo,ooo S2.IOO,ooo S800,OOO S950,ooo S400.ooo \laturity: I-Dee 1.oec I-Dee I-Dee I-Dee I-Dee Interest Rates: 3 60-4,80% 4,25-4375% 300.5,4011. 360-5,40% 4,00-49511. 4.40-480'10 1998 SI50,ooo S26O.OOO S70,OOO S80,ooo S85,OOO SI05,OOO 1998 1999 \ 50,000 275,000 75,000 80,000 85.000 \\ 0,000 1999 2000 0 295.000 75,000 85,000 90,000 0 2000 200\ 0 310,000 80,000 85,000 95,000 0 ::'001 2002 0 335,000 85,000 85,000 100,000 0 ::002 2003 0 370,000 95,.000 85,000 105,000 0 2003 2004 0 50,000 100,000 85,000 \\ 0.000 0 ::'004 2005 0 50.000 105,000 0 \ 20,000 0 ::'005 2006 0 50.000 110,000 0 0 0 ::'006 2007 0 50,000 120,000 0 0 0 2007 2008 0 50,000 125,000 0 0 0 ::'008 2009 0 0 \35,000 0 0 0 2009 2010 0 0 145,000 0 0 0 2010 20\\ 0 0 155.000 0 0 0 20\ 1 2012 0 0 175,000 0 0 0 :012 2013 0 0 190,000 0 0 0 2013 2014 0 0 0 0 0 0 2014 2015 0 0 0 0 0 0 2015 2016 0 0 0 0 0 0 20\6 20\7 0 0 0 0 0 0 20\ 7 S300,000 S2.095.OOO S1,84O,ooo S585.OOO S790,ooo S215.000 (3) (6) (3) (1) (3) (3) (1) -31- CITY OF PRIOR L.4KE, .11I.VNESOTA GENERAL OBUGATlON DEBT (lU ofOr:tob~"16, 19911, PbAs This Issu~) G,O. G.O, G,O, G,O, G,O, W4l". [ mp'OVo,"mI Roj'uftdiftl Par. lmprt1VmlCllt <Uta SnI/". 80ft. 80ft. 80ft. 80ft. Rrvett,.. of of of of 80ft. of 1995 1996 1996 1997 1997 PUrpOM: Ooud: OriKino' Amoun!: \falurity: Interest Ratn: 11,01/95 $2,:00,000 I-Dee ~ ~0-5.65% 'J6,01l96, $935,000 j I-Dee : ~ 00-4 90% ! 10101/96 52.430,000 I-Dec 4.10-500% 05/01/97 $7,800,000 I-Dee ~50-5 90.... 11I0I.97 51.065.000 I.Dec 3 85-465% 5100,000 1998 100,000 1999 100,000 :000 100,000 ZOO I 100,000 :002 100,000 :003 100,000 :004 115,000 :005 125,000 :006 125.000 2007 0 2008 0 :009 0 2010 0 2011 0 2012 0 2013 0 2014 0 2015 0 :t:'i6 0 2017 51,065,000 (J) 575,000 : 80,000 : 85,000 j 90.000 ! 95.000 i 100,000 : 105,000 : 110,000 : 120,000 : oj oj oj 0: oj 0: 0: 0: oj oj O! 585,000 i 90,000 : 100,000 j 110,000 : 115.000 i 120,000 : 120,000 : 125.000 : 200,000 : 0: 0: oj oj 0: 0: 0: ~I 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 :013 :014 :015 2016 2017 575,000 80,000 80,000 90,000 90,000 95,000 105,000 110.000 115,000 1 :0,000 130,000 140,000 150,000 160.000 170.000 180.000 195.000 o o o 5185,000 185.000 185.000 190,000 185,000 180,000 180,000 75,000 o o o o o o o o o o o o 575,000 100,000 125,000 140,000 150,000 185.000 225.000 :50,000 275.000 300,000 350,000 400,000 450,000 500,000 550,000 600,000 675,000 750,000 I 820,000 880.000 5860,000 ! 51.365,000 51,065,000 j (J) ! (J) (10) j [,............_...._.......fllL..........,............,...l 52.085.000 (7) (8) (9) 57,800.000 (1) (12) Tlti,f..._ G,O. G.O. G.O. CroutlHr Cro",,", fmpr..- Roj'uftdbo, RoJlutdift' Boft. Bo"a, BOft., of Sma 199&4. Sma 19988 1998 PUrpoM: OoUCI: OriKlno. A_oun!: Moturity: Inurnt Rat..: 03/01/98 $1,885.000 I.Dee 385-4. 85Y. 03/01/98 57.165,000 I-Dee 4.10-4.9W. 12101/98 51.275.000 I-Dee TOTALS: 50 51.435,000 1998 125,000 1,730.000 1999 125,000 1,475.000 ::000 125,000 1.565,000 2001 125,000' 1,595,000 2002 125,000 1,690,000 2003 125.000 1,705,000 2004 125,000 1,615,000 2005 125,000 1.555,000 :006 125,000 1,300.000 2001 150,000 1,325,000 2008 0 1,240,000 2009 0 1.370,000 2010 0 1.485,000 2011 0 1,630.000 2012 0 1,755,000 2013 0 1,715,000 :014 0 1.490,000 2015 0 1,630.000 2016 0 1.670,000 2017 51,275,000 530.975.000 (J) L'II (8.875,000) (9) (12) N,t G,o. D,ht: $22,100,000 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 so o o 100,000 100.000 100,000 110,000 115,000 125,000 125,000 135,000 140,000 150.000 160,000 175.000 175.000 175.000 o ~ I 50 o o o o o 275,000 300,000 300,000 325.000 375,000 425,000 475,000 510.000 560,000 610.000 670,000 740.000 810.000 I 790,000 51.885.000 (8) (IS) 57.165,000 (I) (lJ) (14) - 32- " CITY OF PRIOR LAKE. JfISSESOTA GE.VERAL OBUGATlON DEBT (as ofOcrober /6, /998, Plus This Issue) II) These bonds are payable solely from ad valorem tarlS on all tarable property WIthin the City and ,"-,maul lImitation of amount f2J These bonds aavfJ1'lc' ,efunded the S280. 000 General Obliganon Parle Bonds of I 976. dated February 1. 1976. which were caUed/or r'ldemptron on Jun. 1. 1986. at a pn'. of par plus accrued interfSL (31 These bonds are payable pnmanly from spmal asslSmtents agaInst all b.n.fitted property and addItionally secured by ad valorem tares m .:zll farabl. property WlUun the City and W1thOUt limJtanon of amount ,.; These bonds refund.d S415,000 of the Sl.425, 000 General Obliganon Improvemrnt Bonds of 1979, dated July I, 1979. !4atuntres 1993 through 2000. rnclUStve. were cailed for redempnon On January I. 1993. at a pnce of par plus accrued mterut 15) Thes< bonds cross refuncied S165, 000 of ,h. S295, 000 G.neral Obligation Firr Hall Bonds of 1984, dated Apnll, 1984, ,Hatuntes 1994 through 1999. incluSIve. were calledfor redemption on August 1. 1993. at a price of par plus accrued int.rut. 161 Thes. bonds CrGU refunded S825, 000 of the S/,175, 000 General Obligation Improv.m.nt Bonds of 1989, dated August /, /989, Matuntres 1994 through /999, InciuStve. were called/or redemption an December I. 1993. at a pnce of par plus accrved interest. (-oJ These bands are payable pnmanly from nd rennul! of the munlC1pal water and sewer utility systems and additronaLly secured by ad valorem taxes on all taxable property WIthin th, City and WIthout Umrtanon of amount. (8) These bonds have been addItionally secured by FinanCIal S.cunty Assuranc. Inc. (FSA). (91 Thes. bonds w.re crosHefunded by the SI,880, 000 G.n<ral Obligation Crossover Refunding Bonds. Senes 199M dated March /, 1998, ,\fatunties 200 I through 2014. mclUSlv" m aggrrgal' of S1.850, 000. WIll be call.d for red.mptlon on December I, 2000, at a pnce of par plus acc11Jed int,rest. ( 1 0) These bonds 3re payabl, pnmanly from net rrvenu,s of the muniCipal water utrlity system and additionally secured by ad valorem taxes on all taxabi, property Wlthm th, City and WIthOut limrtatton of amount. ( / I) These bonds current refund.d S2, 405, 000 of the S4, 265, 000 Gen<ral Obligation Advanc. Refunding Bonds of 1992, dat.d February /, 1992, ,\Iatuntles /998 through 2007. inclUSlv" w.rr call.d for red.mptlon on December 1, 1996, at a pnc. of par plus accrued Interest The Advance Refunding Bonds of t992. dal.d February 1, 1992, advance rrfund.d (i) /.950.000 ofth. S3,450,OOO G.nrral Obligation Improvement Bonds of /986, dated February /, 1986. Matunties /995 through 2006, mclUSIV', w.re calledfor redemption on December /, 1994, at a pnce of par plus accru.d mterest and (II) /,/80,000 of the SI,500,OOO General Obligation Waler Revenu. Bonds of /987, dated October /, 1987, Matunties /996 through 2007, InclUSlV<. WI" call.dfor red.mption on December /, /995, at a pnc. of par plus accru.d mtlrest. tI Ji Th.se bonds w<r' cross refund.d by the S7, 155,000 G.neral Obligation Crossover R.funding Bonds, S.rles I998B, dat.d March /, /998, Jlaturltles 2004 through 2017. mclUSlV<. m aggrrgate ofS7, 025, 000. WIll b. calledfor rrd.mption on D.cember 1. 2003. at a pnc. of par plus accrued int,rest. ( 1 J) .\fatunti's of th,s, bonds 2016 through 2017. inclunv" ar, sub}ect to mandatory redemption on December 1 of th,ir respective years. (14) Thes. bonds cross refunded (i) SI.850,000 ofth. S2,200, 000 General Obligallon Water and S.wer Revenu. Bonds of /995, dated Vovember /, 1995, Matuntles 2001 through 2014. inclUSIVe, WIll becalled for redemption on D.cembrr /. 2000. at a pnce of par plus accrued mterest and (II) $7,025,000 ofth. S7.800, 000 Gen.ral Obligation Parle Bonds of 1997. daled May 1, 1997, Matunties 2004 through 20/7, mclUSlv,. WIll b. called for redemption on Dec.mber 1, 2003. at a pnc. of par plus accrued intrrest (15) These bonds are addinonally secured by Amboc Assurance Corporation and carry a "Aaa"from Moodyls Investors Se1V1c,. - 33- OverlaDDinQ Debt 1997/1998 1997/1998 Net Tax Net Tax Capacity Percentage City's Capacity Value Applicable Share Issuer Value{/) in Citv(/) in Citv Net Debt of Debt County of Scott $ 56,579,201 $11,069,422 19.56% $ 9,245,000(2) $ 1,808,322 ISO No. 719, Prior Lake 17,434,297 10,841,422 62.18 32,732,047(3) 20,352,787 ISO No. 720, Shakopee 15,199,954 228,000 1.50 38,961,002(4) 584,415 Metropolitan Council 2,161,233,611 11,069,422 .51 14,956,139(5) 76,276 Metro Transit 1,942,024,826 11,069,422 .57 64,857,394(6) 369.687 Total Overlapping Debt: $23.191.487 OverlaDDina Debt Future Financina County of Scott The County does not anticipate the issuance of any additional general obligation bonding within the next three months. ISO No. 719, Prior Lake The ~istrict does not anticipate the issuance of any additional general obligation bonding within the next three months. ISO No. 720, Shakopee The District does not anticipate the issuance of any additional general obligation bonding within the next three months. Metropolitan Council The Council does not anticipate the issuance of any additional general obligation bonding within the next two months. Metro Transit Metro Transit does not anticipate the issuance of any additional general obligation bonding within the next two months. (1) Taxable Net Tax Capacity values are after the tax increment and fiscal disparity adjustments. (2) Scott County reported bond indebtedness of $9.245,000 and sinking funds of $0 as of December 31, 1997, (3) ISD No, 719, Prior Lake. reported bond indebtedness of $32.899,565 and sinking funds of$167.518 as of June 30, 1997, (4) [SD No. 720. Shakopee. reported bond indebtedness of$39.583.910 and sinking funds of $622,908 as of April I, 1998. (5) Deductions: (A) $501.611,659 Metropolitan Waste Control Commission Debt as of December 31, 1997. (B) $34.090.000 Metropolitan Council Sports Facility Revenue Bonds as of December 31. 1997. Note I: Debt Service on A above is 100% self supported from revenues of the Metro Sanitary Sewer System. although the bonds are full faith and credit bonds, Sinking funds of $19,951,000 and escrow account funds of $67.623.664 have not been deducted because said funds are attributable to A above. Fund balances are as of December 31. 1997. Note 2: Debt Service on B (Metropolitan Council. Minneapolis-St. Paul Area Sports Facility Revenue Bonds) is not included in the above debt as the bonds are supported by revenues generated from the sports facility although the "onds are full faith and credit bonds. Note 3: The only tax supported bond indebtedness is $30,990,000 withnking funds of $4,455,731 and escrow funds of $11.S78, 130 as of December 31. 1997, (6) Metro Transit reported bond indebtedness of $84,565,000 and sinking funds of $19,707,606 as of December 31, 1997, - 34- Cash and Investment Fund Balances as of September 30, 1998 (unaudited) Fund General Fund City Store Fund Special Revenue Funds Debt Service Funds Capital Project Funds Enterprise Funds Agency Fund Total Cash and Investment Fund Balances $ 1,088,500 ( 452) 621,751 (I) 3,531,034' 12,013,811 (2) 2,403,980 (3) 274,000 $ 19.932.624 (I) Includes the foUowinl!; Special Revenue Funds: Capital Park Fund $ 3 10,352,95 Severance Compensation Fund 202,456,98 DAG Special Revenue Fund 53,360,10 EDA Loan Fund 55,580,55 (2) Consists of the foUowinl!; Capital Proiect Funds: Tax Increment Fund $ 109,636,81 Equipment Acquisition Fund 964,502.65 Building Fund 14,500.29) Construction Fund 245,924.17 CoUector Street Fund 1.167,197,58 Trunk Reserve Fund 2,101,861.95 Tax Increment No. 2-1 (Key land) Fund 93.29308 Tax Increment No. 2-2 (Becker) Fund 29,860,82 Tax Increment No, 2-3 (ArnerlMetro) Fund 22.761,00 Tax Increment No, 2-4 (Commercial) Fund 8 \'959,66 Tax Increment No. 2.5 (E.M. Products) Fund 42.193,14 Tax Increment No. 2-6 (NBC Products) Fund 26,401.36 Tax Increment No. 2-7 (Award Printing) Fund 16.833,53 Tax Increment No, 2-8 (Dave Hansen) Fund 340.40) General Obligation Park Bonds of 1997 Fund 7,126,225,54 (3) Includes the foUowinl!; Enterprise Funds: Utility (Sewer and Water) Fund $ 2,264,556,15' Stonn Water Utility Fund 139.423.94 , Funds available for debt service on outstanding general obligation bond indebtedness. The total cash and investment fund balances available for debt service is $5,795,590, -35 - SUMMARY OF DEBT AND DEBT STATISTICS General Obliaation Debt Bonds secured by ad valorem taxes Bonds secured by special assessments (includes this issue) Bonds secured by net water and sewer revenues Bonds secured by net water revenues $ 17,170,000 8,770,000 3,970,000 1.065.000 $ 30,975,000 ( 8,875,000) $ 22,100.000 ( 3.531,034) ( 2.264.556) $ 16,304,410 23.191.487 $ 39.495.897 Subtotal Less refunded maturities I Total General Obligation Direct Debt Less: Debt Service Fund Balances Utility (Sewer and Water) Fund Net Direct General Obligation Debt Add City's Share of Net Overlapping Debt Total Net Direct and Net Overlapping Debt Facts for Ratio ComDutations 1997/1998 Indicated Market Value (real and personal property) 1997/1998 Net Tax Capacity (real and personal property, after fiscal disparity and tax increment adjustments) Population ( 1998 Estimate) $783,473,041 $11,069,422 14,700 Debt Ratios Net Direct Net Net and Net Direct Direct Overlapping Overlapping Debt Debt Debt Debt To Indicated Market Value 2.82% 2.08% 2.96% 5.04% Per Capita $1,503 $1,109 $1,578 $2.687 Per Capita Adjusted2 $1,360 $1,003 $1,427 $2,430 1 Refunded maturities in the amount of (i) $1.850,000 of the outstanding $2,085.000 of the $2,200.000 General Obligation Water and Sewer Revenue Bonds of 1995, dated November I, 1995. Maturities 2001 through 2014, inclusive, will be called for redemption on December I. 2000, at a price of par plus accrued interest and (ii) $7,025,000 of the outstanding $7.800,000 of the $7.800.000 General Obligation Park Bonds of 1997, dated May I, 1997. Maturities 2004 through 2017, inclusive, will be called for redemption on December 1,2003, at a price of par plus accrued interest. 2 The City's tax base is 9.23% commercial & industrial and ,31% public utility, which has been deducted. -36- .1 $1,275,000 GENERAL OBLlGA TION IMPROVEMENT BONDS OF 1998 CITY OF PRIOR LAKE, MINNESOTA (SCOTT COUNTY) CUMULATIVE BOND YEARS AND WORKSHEET (DEe. 1) C UJI[ULA T/VE YEAR AMOUNT BOND YEARS BOND YEARS 1999 $125.000 125.000 125.000 2000 125,000 250.000 375,000 2001 125,000 375.000 750.000 2002 125,000 500.000 1,250.000 2003 125,000 625.000 1,875.000 2004 125,000 750.000 2,625.000 2005 125,000 875.000 3,500.000 2006 125,000 1,000.000 4,500.000 2007 125,000 1,125.000 5,625.000 2008 150,000 1,500.000 7,125.000 AVERAGE MATURITY: BONDS DATED: INTEREST PAYMENTS: 5.58824 years. December 1, 1998. June 1, 1999, and semiannually thereafter on December 1 and June 1 to registered owners of the Bonds appearing on record in the bond register as of the close of business on the fifteenth (15th) day (whether or not a business day) of the immediately preceding month. RATES: Bonds maturing in 2005 and later years will be subject to redemp- tion and prepayment, at the option of the City, on December I, 2004, or on any interest payment date thereafter, in inverse order of maturity dates and by lot as selected by the Registrar (or, if applica- ble, by the bond depository in accordance with its customary proce- dures) for Bonds maturing on the same date, at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption. Sealed bids only for not less than $1,254,600. Good faith deposit for $25,500 must accompany bid. All rates must be in integral multiples of 1/20th or 1/8th of 1 %. No limitation is placed upon the number of rates that may be used. REDEMPTION: BID: ESTIMATED CLOSING DATE: December 2, 1998. - 37- PROPOSAL FORM DATED: NOVEMBER l8, 1998 HONORABLE CITY COlJNCIL CITY OF PRlOR LAKE PRlOR LAKE, MINNESOTA FOR ALL OF THE $1,275,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1998, OF YOUR CITY AS DESCRIBED IN THE OFFICIAL TERMS OF BOND SALE, WE \\-lLL PAY YOU DOLLARS ($ ) (NOT LESS THAN $1,254,600) PLUS ACCRUED rNTEREST FROM THE DATE OF SAID BONDS TO THE DATE OF DELIVERY. SAID BONDS SHALL BEAR INTEREST PAYABLE JUNE 1, 1999, AND SEMIANNUALLY EACH DECEMBER 1 AND JUNE 1 THEREAFTER AS FOLLOWS: % - 1999 % - 2000 % - 2001 % - 2002 % - 2003 % - 2004 % - 2005 % - 2006 % - 2007 % - 2008 DESIGNATION OF SERIAL AND TERM MATURITIES LAST YEAR OF SERIAL MATURITIES YEAR OF TERM MATURITIES PRINCIP AL WILL BE PAY ABLE AT THE CITY OFFICES, PRlOR LAKE, MINNESOTA. CUSIP NUMBERS WILL BE ISSUED AT THE COST OF THE SUCCESSFUL UNDERWRITER. THIS PROPOSAL IS FOR PROMPT ACCEPTANCE AND SUBJECT TO ALL TERMS IN THE OFFICIAL TERMS OF BOND SALE. WE ARE TO BE FURNISHED THE APPROVING LEGAL OPINION OF BOND COUNSEL, TOGETHER WITH THE DELIVERY OF THE PRINTED AND EXECUTED BONDS, WITHIN 40 DAYS AFTER A WARD OR AT OUR OPTION THEREAFTER. DELIVERY WILL BE MADE AT (SPECIAL INSTRUCTIONS-SEE OVER). ACCOUNT MEMBERS: ACCOUNT MANAGER BY: ACCEPTED FOR THE ADDRESSEE THIS DAY OF NOVEMBER, 1998. BY: MAYOR ATTEST: CITY MANAGER ............. --.. -----............ ..--..-............ --...-........ -- ----.. -- --.. --........ --........................ WE COMPUTE OUR NET DOLLAR INTEREST COST TO BE $ FOR A NET INTEREST RATE OF %. THESE COMPUTATIONS ARE NOT A PART OF THIS OFFER. IT IS NOT NECESSARY TO USE THIS FORM; HOWEVER, ANY BID MUST COMPLY WITH THE TERMS STATED IN THIS OFFICIAL TERMS OF BOND SALE. PLEASE SUBMIT THIS BID IN DUPLlCA TE - 39- SPECIAL INSTRUCTIONS: SALE RESULTS WILL BE FURNISHED BIDDERS AT 8:30 A.M. ON DAY AFTER THE SALE AT 224-1500. IF RESULTS ARE DESIRED IMMEDIATELY, PLEASE COMPLETE THE FOLLOWING: CONTACT: TELEPHONE NUMBER: .................................... -- --...... --- -- --- -- ----.. --- --.. --- -- --- ---............................ THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT FOR THE GOOD FAITH DEPOSIT IN THE AMOUNT OF $25,500 TO BE RETURNED TO THE UNSUCCESSFUL BIDDER. JURAN & MOODY BY: DATED: NOVEMBER 18, 1998 -40- ---~_._----~- -- , BRIGGS A:-,'n ~IORG.A..N ::00 FIR~, ',~T10'~L R~\.I, ~V'-Dlv~ 332 \\I'''E\OT, ""EOT ),'I\:T r,~L'L.I.\I'''ESOT,~ S5101 TELEPHO\:E 16121 223-"'600 FAOIMILE '6121 223-6450 PROFESSIO!\i.",L ,",SSOCIATION WRITER'S DIRFCT DI."L WRITER'S E-\I,'IL PROPOSED FORM OF LEGAL OPINION $1,275,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1998 CITY OF PRIOR LAKE SCOTT COUNTY MINNESOTA We have acted as bond counsel in connection with the issuance by the City of Frior Lake, Scott County, Minnesota (the "Issuer"), of its $1,275,000 General Obligation Improvement 30nds of 1998, bearir.g a date of original issue of December 1, 1998 (the "Bonds"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds, and we express no opinion relating thereto. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify th~ same by independent investigation. Based upon such examinations, and assuming the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy of the statements of fact contained in such documents, and based upon present Minnesota and federal laws (which excludes any pending MINNEAPOLIS OFFICE' IDS CENTER' IX'\VWBRIGGS,COM MEMBER - LEX MUNDI, ^ GLOBAL ^SSOCI.~T10N OF INDEPENDEST v-.w FIR,\\S -..-- ..., BRIGGS "" .:'\IOTIGA~ PROPOSED FORM OF LEGAL OPINION legislation which may have a retroactive effect on or before the date hereof), regulations, rulings and decisions, it is our 8t:linion that: (1) ~he proceedings show lawful authority for the issuance of the Bonds according to their terms under the Constitution and laws of the State of Minnesota now in force. (2) The Bonds are valid and binding general obligations of the Issuer and all of the taxable property within the Issuer's jurisdiction is subject to the levy of an ad valorem tax to pay the same without limitation as to rate or amount; orovided that the enforceability (but not the validity) of the B~nds and the pledge of taxes for the payment of the principal and interest thereon is subject to the exercise of judicial discretion in accordance with general principles of equity, to the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. (3) At the time of the issuance and delivery of the Bonds to the original purchaser, the interest on the Bonds is excluded from gross income for United States income tax purposes and is excluded, to the same extent, from both gross income and taxable net income for State of Minnesota income tax purposes (other than Minnesota franchise taxes measured by income and imposed on corporations and financial institutions), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations or the Minnesota alternative minimum tax applicable to individuals, estates or trusts; it should be noted, however, that for the purpose of computing the federal alternative minimum tax imposed on coroorations, such interest is taken into account in determining adj~sted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes and from both gross income and taxable net income for State of Minnesota income tax purposes. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income and taxable net income retroactive to the date of issuance of the Bonds. I3H,IGGS "0 .:\IORGA~ PROPOSED FORM OF LEGAL OPINION We express no opinion regarding other state or federal tax consequences caused by the receipt or accrual of interest on the Bonds or arising with respect to ownership of the Bonds. BRIGGS AND MORGAN Professional Association FORI.! OF CONTIWJING DISCLOSURE L~DERTAKING This Continuing Disclosure Undertaking (the "Disclosure Undertaking") is executed and delivered by the City of Prior Lake, Minnesota (the "Issuer"), in connection with the issuance of $1,275,000 General Obligation Improvement Bonds of 1998 (the "Bonds"). The Bonds are being issued pursuant to a Resolutio!1 adopted November 16, 1998 (the "Resolution"). Pursuant to the Resolution and this Undertaking, the Issuer covenants and agrees as follows: SECTION 1. Puroose of the Disclosure Undertakinq. This Disclosure Undertaking is being executed and delivered by the Issuer for the benefit of the Owners and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12 (b) (5) . SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Undertaking unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any annual financial information provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Undertaking. "Audited Financial Statements" shall mean the financial staterr.ents of the Issuer audited annually by an independent certified public accounting firm, prepared pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, modified by governmental accounting standards promulgated by the Government Accounting Standards Board. "Dissemination Agent" shall mean such party from time to time designated in writing by the Issuer to act as information dissemination agent and which has filed with the Issuer a written acceptance of such designation. "Fiscal Year" shall be the fiscal year of the Issuer. "Governing Body" shall, with respect to the Bonds, have the meaning given that term in Minnesota Statutes, Section 475.51, Subdivision 9. "MSRS" shall me.:;.:"'. the Municipal Securities Rulemaking Soard. 984293.1 '\ ~'. "i;atio:1al Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the ~ule. Currently, the following are National Repositories: Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Phone ~ (609) 279-3200 Fax: ( 6 0 9 ) 2 7 9 - 5 9 6 2 Thomson Municipal Services 395 Hudson Street - Third Floor New York, NY 10014 Attn: Municipal Disclosure Phone: (800) 689-8466 Fax: (212) 989-2078 Kenny Information Systems Inc. 65 Broadway - 16th Floor New York, NY 10006-2511 Attn: Repository Services Phone: (212) 770-4595 Fax: ( 212 ) 7 97 - 79 94 DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701; Fax: E-Mail: Nrmsir@dpcdata.com (201) 947-0107 "Occurrence(s)" shall mean any of the events listed in Section 5.A. of this Disclosure Undertaking. "Official Statement" shall be the Official Preliminary Official Statement dated together with any addendum thereto, prepared in the Bonds. Statement or , 1998 connection with "Owners" shall mean the registered holders and, if not the same, the beneficial owners of any Bonds. "Participating Underwriter" shall mean any or the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bond~. "Repository" shall mean each National Repository and each State Depository. "Resolution" shall mean the resolution or resolutions adopted by the Governing Body of the Issuer providing for, and authorizing the issuance of, the Bonds. 984:'93.1 "Rule" shall mean Rule 15c2 -12 (b) (5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time or interpreted by the Securities and Exchange Commission. "State" shall mean the State of Minnesota. "State Depository" shall mean any public or private repository or entity designated by the State as a state depository for the purpose of the Rule. As of the date of this Disclosure Undertaking, there is no State Depository in Minnesota. SECTION 3. Provision of Annual Reoorts. A. Beginning in connection with the Fiscal Year ending on December 31, 1998, the Issuer shall, or shall cause the Dissemination Agent to, not later than December 31, 1999, and by December 31 of each year thereafter, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Undertaking. B. If the Issuer is unable to provide to the Re?ositories an Annual Report by the date required in subsection A, the Issuer shall send a notice of such delay and estimated date of delivery to each Repository or to the MSRB and to the State Depository, if any. SECTION 4. ContQ~t and Format of Annual Reoorts. The Issuer's Annual Report s;~~ll contain or incorporate by reference the financial information and operating data pertaining to the Issuer listed below as of the end of the preceding Fiscal Year. The Annual Report may be submitted to each Repository as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Disclosure Undertaking. The following financial information and operating data shall be supplied: A. an update of the type of information contained in the Official Statement under the caption ECONOMIC AND FINANCIAL INFORMATION; B. an update of the type of information contained in the Official Statement under the caption SUMMARY OF DEBT AND DEBT STATISTICS; C. an update of the type of information contained in the Official Statement under the caption and subheadings 984~9J.1 .~. GENERAL INFOR!'IlATION - "Major Employers" and "Building Permits"; D. data extracted from preliminary, unaudited financial statements of the Issuer and from past Audited Financial Statements of the Issuer in the form and of the type contained in the Appendix of the Official Statement; and E. Audited Financial Statements of the Issuer. The Audited Financial Statements of the Issuer may be submitted to each Repository separately from the balance of the Annual Report. In the event Audited Financial Statements of the Issuer are not available on or before the date for filing the Annual Report with the appropriate Repositories as set forth in Section 3.A. above, unaudited financial statements shall be provided as part of the Annual Report. The accounting principles pursuant to which the financial statements will be prepared will be pursuant to generally accepted accounting principles promulgated by the Financial Accounting Standards Board, as such principles are modified by the governmental accounting standards promulgated by the Government Accounting Standards Board, as in effect from time to time. If Audited Financial Statements are not provided because they are not available on or before the date for filing the Annual Report, the Issuer shall promptly provide them to the Repositories when available. SECTION 5. Reoortinq of Siqnificant Events. A. This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Bonds, if material: (1) principal and interest payment delinquency; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status or the security; (7) modifications to rights of security holders; 9S~293,1 (8) optional or unscheduled redemption of any Bondsi (9) defeasancesi (10) release, substitution or sale of property securing repayment of the Bonds; and (11) rating changes. 3. Whenever an event listed in Section S.A. above has occurred, the Issuer shall as soon as possible determine if such event would constitute material information for Owners of Bonds. If knowledge of the Occurrence would be material, the Issuer shall promptly file a notice of such Occurrence with each N~tional Repository or the MSRB and with the State Depository, if any. C. The Issuer agrees to provide or cause to be provided, in a timely manner, to each National Repository or the MSRB and to the State Depository, if any, notice of a failure by the Issuer to provide the Annual Reports described in Section 4. SECTION 6. Termination of Reoortinq Obliqation. The Issuer's obligations under this Disclosure Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Aqent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Under~aking, the Issuer may amend this Disclosure Undertaking, and any provision of this Disclosure Undertaking may be waived, if (a) a change in law or change in the ordinary business or operation of the Issuer has occurred, (b) such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but caking into account any subsequent change in or official interpretation of the Rule, and (c) such amendment or waiver is support~d by an opinion of counsel expert in federal securities laws to the effect that such amendment or waiver would not materially impair the interests of Owners. SECTION 9. Additional Information. Nothing in this Disclosure Undertaking shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Undertakin; or any other means of communication, or including any other information 9S~293,1 i~ any Annual Report or notice of an Occurrence, in additio~ to that which is required by this Disclosure Undertaking. If the Issuer chooses to include any information in any Annual Report or notice of an Occurrence in addition to that which is specifically required by this Disclosure Undertaking, the Issuer shall have ~o obligation under this Disclosure Undertaking to update such information or include it in any future Annual Report or notice of an Occurrence. S3CTION 10. Default. In the event of a failure of the Issuer to provide information required by this Disclosure Undertaking, any Owner may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations to provide information under this Disclosure Undertaking. A default under this Disclosure Undertaking shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Undertaking in the event of any failure of the Issuer to comply with this Disclosure Undertaking shall be an action to compel performance. SECTION 11. Beneficiaries. This Disclosure Undertaking shall inure solely to the benefit of the Issuer, the Participa- ting Underwriters and Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 12. Reserved Riohts. The Issuer reserves the right to discontinue providing any information required under the Rule if a final determination should be made by a court of competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions of Section 8 hereof, to modify the undertaking under this Disclosure Undertaking if the Issuer determines that such modification is required by the Rule or by a court of competent jurisdiction. 9S429J.l Date: December (SEAL) 9S~293,1 1998. CITY OF PRIOR LAKE, t-lINNESOTA By Its Mayor By Its Manager APPENDIX C City's Financial Statements The following financial statements are excerpts from the annual financial report for the year ended December 31. 1997. The complete financial report for the year 1997 and the prior two years are available for inspection at the Prior Lake City Hall and the St. Paul office of Juran & /'vfoody. The reader of this Official Statement should be aware that the complete financial report may have further data relating to the excerpts presented in the appendix which may provide additional explanation, interpretation or modification of the excerpts. Excerots from the Financial Reoort . Combined Balance Sheet - All Fund Types and Account Groups . Combined Statement of Revenues, Expenditures and Changes in Fund Balance - All Governmental Fund Types . Statement of Revenues, Expenditures and Changes in Fund Balance - General Fund - Budget and Actual . Combined Statements of Revenues, Expenses and Changes in Retained Earnings - All Proprietary Fund Types . Combined Statements of Cash Flows - All Proprietary Fund Types . Notes to Combined Financial Statements Cln' OF PRlOR LAKE, MJl\'NESOT A COMBINED BALANCE SHEET ALL FUND TYPES AND ACCOUNT GROUPS DECEMBER 31, 1997 (With Comparative Totals for December 31, 1996) Governmental Fund Types Special Debt Capital General Revenue Service Projects ASSETS AND OTHER DEBrTS ASS ETS Cash and investments S 1.967,277 S 518,125 S 3.205,569 $ 12.06\).062 Deposit with trustee 0 0 0 0 Receivables Taxes Unremined 0 0 0 0 Delinquent 72,396 0 17,907 0 Accounts 0 0 0 0 Special assessments receivable Unremitted 0 0 0 0 Delinquent 0 0 48.186 0 Deferred 0 0 1,484,084 12.515 Other (Green Acres) 0 0 1,153,165 16.030 Due from other governments 0 0 0 0 Property. plant and equipment, net 0 0 0 0 OTHER DEBITS Amount available in debt service funds 0 0 0 0 Amount to be providej for debt 0 0 0 0 TOTAL ASSETS AND OTIiER DEBITS S 2,039,673 S 518,125 S 5,908,911 $ 12.094,607 LIABILITIES. EQUITY AND OTHER CREDITS LIABILITIES Accounts payable S 152,155 S 7,397 $ 0 $ 5,255 Compensated absences 0 0 0 0 Deposits payable 0 0 0 0 Deferred revenue 72,396 0 2,703,342 28.545 Leases payable 0 0 0 0 Bonds payable 0 0 0 0 TOTAL LIABrLITlES 224.551 7.397 2,703.342 33,800 EQUITY AND OTHER CREDITS Investment in fixed assets 0 0 0 0 Contributed capital 0 0 0 0 Retained earnings Unreserved 0 0 0 0 Fund balance Reserved 0 194,616 3.205.569 0 tJ nreserved Designated 1,815,122 316,\12 0 1\.965.869 Undesignated 0 0 0 94,938 TOTAL EQUITY AND OTHER CREDITS 1,815.122 510.728 3,205.569 12.060.S0~ TOT AL LIABILITIES, EQUITY AND OTHER CREDITS $ 2.039,673 S 518,\25 $ 5.908.911 $ 12,094,607 See Notes to Financial SJatements. '-"'-""- r-iduciJrY PropflcIHY Fund TOlals r'Jnd Tyres Type Accounl Groups (.'vl em orandum Unly) General General long-term En [err rise ,\ geney Fixed Assets Debt 1997 1996 1,845.789 250.000 S 0 S 0 S 19,352,822 1 \,914.69 I 0 2,588,873 0 0 2.588,873 2.135.298 0 0 0 0 0 ~:,267 0 0 0 0 90.303 88,293 492,655 0 0 0 492,655 577,678 0 0 0 0 0 0 0 0 0 0 48.186 261,581 0 0 0 0 \,496.599 1.539.522 0 0 0 0 1.169.195 1.054.023 11.824 0 0 0 11.824 26,830 12.150.655 0 10.212,747 0 22.363.402 20,560, \88 0 0 0 3.205.569 3.205,569 3.531.462 0 0 0 18.345.819 18.345.819 11.233,622 S 14,500.923 S 2.838,873 S 10.212,747 S 21.551.388 S 69.665.247 52.945,455 S 38,534 S 0 S 0 S 0 S 203.341 S 473.949 55.989 0 0 366.388 422.377 355,635 0 2,838.873 0 0 2.838.873 2.384.798 0 0 0 0 2.804.283 2,943,419 0 0 0 0 0 5,669 0 0 0 21.185.000 21.185.000 14,455.000 94,523 2,838.873 0 21,551.388 27.453.874 20.618,470 0 0 10,212.747 0 10.212.747 10.880.583 12.586.120 0 0 0 12.586.120 9.869.507 1.820.280 0 0 0 1.820,280 1.822.002 0 0 0 0 3,400.185 3.717,979 0 0 0 0 14.097.103 5,809,613 0 0 0 0 94,938 227,30 \ 14.406,400 0 10,212.747 0 42.211,373 32.326,985 S 14.500.923 S 2,838,873 S \0,212.747 S 21.551.388 S 69.665,247 S 52,945,455 CITY OF PRlOR LAKE, MI},'NESOT A COMBINED STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE ALL GOVERNMENTAL FUND TYPES YEAR ENDED DECEMBER 31, 1997 With Comparative Totals for Year Ended December 31, 1996 REVENUES General property laxes Licenses and permits Inlcq;overnmcntal Charges for services Fines Ind forfetls Specill assessments Interest on investments M iscelllneous Gene..1 Speclll Debt Revenue Service 3,164.046 0 663,157 366,341 0 0 1,622.5H 3,857 0 603,372 335.IJS 148.261 78.582 0 0 0 0 9:!2.911 74.134 22,084 143,570 184,212 6,100 0 6,093,231 367,179 1,877,899 TOTAL REVENUES EXPENDITURES Current expenditures General Government Public Slfety Police Fire Ind Rescue Other Public Works Culture Ind Recreltion Econom ic Development Contingency Trlnsit Capital oullay Generll Government Public SlfelY Police Fire Ind Rcscue Other Publie Works Culture Ind Recreation Construction and Improvements Property and equipment purchase Othcr charGes and services Debt service Principal IntereSllnd other 1.229,790 1,462,937 218.506 300,369 733.802 946,569 52.4 SS 151.964 301,171 39,02\ 90.816 1.205 3.974 3.930 21,491 o o o TOTAL EXPENDITURES 5,558.000 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 535.231 OTHER FINANCING SOURCES (USES) Opentin; transfers in Bond proceeds Operating lrlnsfe.. oul 175,000 o (934.589) TOTAL OTHER FINANCING SOURCES (USES) (759,589) EXCESS (DEFICIENCY) OF REVENUES AND OTHLOR FINANCING SOURCES OVER (UNDER) EXI'ENDITURES AND OTHER FINANCING USES (224)58) FUND BALANCE. JANUARY I 2.039,480 FUND BALANCE, DECEMBER 31 1.815,122 See Notes to Financial Statements. 0 0 0 0 0 0 0 0 79,516 0 0 0 3,857 0 0 0 0 0 o o o o 220.505 o o o o o o o 303,878 63,301 63.301 447,427 510,728 o o o o o 39,875 o o 2.13 5 ,000 978,051 3,152.926 (1,275.027) o o o 1,279,937 11,099 (341.902) 949,134 (325,893) 3.531.462 3,205,569 .i (Memorandum Onlv) Cap.!>1 1997 !'roJcc:s 1996 175 ,a 5 g 4.00~,661 },494,759 0 ] 66 .J4 1 506,258 0 1.6"6,aOI 1,660.824 1,390.879 2,477,650 2,227,487 0 73,582 61,119 0 92".911 80a.971 481,451 721,239 470.332 7,75 I 198.063 211,051 2,055,539 10,393.848 9,436,80 I 0 1,229,790 1,111,611 0 1,462,937 1.404,533 0 218.506 204,838 0 300.369 237,342 0 g 1 3,3 18 674.160 0 946.569 878.654 0 56.312 92,143 0 151.964 110,911 0 301,171 0 0 39,021 55.871 0 90,816 47,34 2 0 1.205 7,768 0 3,974 4.913 0 3,930 16.002 0 241.996 361.952 3,030.917 3.070,792 4.213.940 0 0 136.525 7i2 772 18,546 0 2,135.000 4.515,000 0 978.051 789.345 3.031,689 12,046.493 14.931.396 (976,150) ( 1,652,645) (5.494,595) 717,873 2,172,810 1,545,178 8,853,901 8.865,000 J.J 11,752 (271.342) (1.547.833) (1,181.249) 9.300,4.32 9,489,977 3,675.681 8.324,282 7,837,332 ( I ,818,914) 3,736.525 9.754,893 11,573,807 12,060.807 17,592,225 9,754,893 CITY OF PRlOR LAKE. MfNNESOT A STATEMENT OF REVENUES. EXPEJ'..'DITURES AND CHANGES IN FUND BALANCE GENERAL FUND - BUDGET AND ACTUAL YEAR ENDED DECEMBER 31. 1997 Yariance . Favorable 8udget Actual (Unfavorable) REVENUES General rroperty laxes S 3,171.148 S 3.164.046 S (7,102) Licenses and permits 426.500 366.341 (60,159) Intergovernmenlal 1.592.120 1.622.544 30.424 Charges for services 599.750 603.372 3.622 Fines and forfeitures 60.000 78.582 18,582 Interest on investments 65,000 74,134 9.134 Miscellaneous 64,200 184,212 120,012 TOTAL REVENUES 5.978,718 6,093.231 114,513 EXPENDITURES Current General Government 1.232.758 1.229,790 2,968 Public Safety Police 1,482,341 1,462.937 19,404 Fire and Rescue 180.993 218.506 (37.513 ) Other 372,389 300.369 72,020 Public Works 773,805 733,802 40.003 Culture and Recreation 935,205 946,569 (11,364) Econom ic Development 52,146 52,455 (309) Contingency 150,000 151.964 ( 1,964) Transit 301,171 301.171 0 Capital Outlay General Government 47.000 39,021 7.979 Police 96.000 90.816 5,184 Fire and Rescue 10,000 1,205 8,795 Other 5,000 3,974 1.026 Public Works 8,000 3.930 4,070 Culture and Recreation 21.950 21.491 459 TOTAL EXPENDITURES 5.668.758 5,558.000 110,758 EXCESS OF REVENUE OVER 309,960 535,231 225,271 UNDER EXPENDITURES OTHER FINANCING SOURCES (USES) Operating transfers in 175,000 175.000 0 Operating transfers out 0 (934.589) (934.589) TOTAL OTHER FINANCING SOURCES (USES) 175.000 (759.589) (934.589) EXCESS OF REVENUES AND OTHER FINANCING SOURCES OVER (UNDER) EXPENDITURES AND OTHER FINANCING USES S 484.960 (224.358) S (709,318) FUND BALANCE. JANUARY I 2.039,480 FUND 8ALANCE. DECEMBER 31 S 1,815.122 See Notes to Financial Statements. ). crn' OF PRJOR LAKE, M[}i?\iESOTA CO:-.1Br>:ED STA. TE:\,jENTS OF REVENUES, EXPENSES AND CHANGES fN RETAINED EAR..'i[}.lGS ALL PROPRJET AR Y FUND 1l'PES YEARS ENDED DECEMBER 31, 1997 AND 1996 1997 1996 OPERA TI:'-lG REVE:'-lUES Sewer cn:1rges S 1,313,145 S 1,247,549 \l.,';,lter charges 510,667 ~i6.5J-+ Slorm "ater charges 136,510 133,144 Capital facility cha..-ges 199,968 138,92:: :Vlcter sales 32,949 29,523 Connection fees 118,236 :: 1 3.300 TOTAL OPERATING REVENUES 2.311,475 ::.::38,982 OPERA TING EXPENSES Personal services 397,073 365,277 Supplies 36,605 39,729 Repairs and maintenance 238,603 235,::37 Other services and charges 26,358 17,991 Insurance 2,660 3,1 ::0 Utilities 68,058 79,495 Metropolitan Waste Control Commission 753,192 695,80 I Miscellaneous 39,084 20,071 Depreciation 240.206 371,000 TOT AL OPERATING EXPENSES 1,801,839 1,8::7,721 OPERA TING INCOME 509,636 461,::61 NONOPERA TlNG REVENUES (EXPENSES) Interest income 75,051 65.713 City store (693) (763) ~liscellaneous revenue 39,261 44,534 TOTAL NONOPERATING REVENUES (EXPENSES) 113,619 109,539 INCOME BEFORE OPERATING TRANSFERS 623,255 570,300 OPERA TING TRANSFERS OUT (624,977) (363,929) NET INCOME (LOSS) (1,72::) :::06,87\ RETAINED EARNINGS, JANUARY 1 1,822.002 1,615,131 RETAINED EARNINGS, DECEMBER 31 S 1,320,280 S 1.3::2,00:: See Notes to Financial Statements. CITY OF PRlOR LAKE, Mlr-iNESOT A COMBrNED STATEMENTS OF CASH FLOWS ALL PROPRlETARY FUND TYPES YEARS ENDED DECEMBER 31,1997 AND 1996 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Operating income S 509,636 S 461.261 Adjustments to reconcile operating income to net cash provided by operating activities Other income related to oreralions 38.568 44.584 Depreciation 240.206 371,000 (I ncrease) decrease in: Account; receivable 52,098 (192,461 ) Due from other governments 2,184 0 Increase (decrease) in: Accounts payable ( 13.139) (44,471) Accrued expenses (192) (763) Severance compensation 4,769 5,198 NET CASH PROVIDED BY OPERATING ACTIVITIES 834,130 644.348 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Operating transfers in 0 0 Operating transfers out (624,977) (363,929) NET CASH USED BY NONCAPIT AL FINANCING ACTIVITIES (624,977) (363,929) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Disposal of equipment (66,543) 0 Contributed capital 1,705,537 0 Acquisition of proper!)' and equipment ( 1.633,637) (21) NET CASH USED BY CAPITAL AND RELATED FINANCING ACTIVITIES 5.357 (21 ) CASH FLOWS FROM INVESTING ACTIVITIES Interest received on cash and investments 75.051 65.71 S NET INCREASE IN CASH AND CASH EQUIVALENTS 289,561 346,116 CASH AND CASH EQUIVALENTS, JANUARY 1 1.556,228 1.210,112 CASH AND CASH EQUIVALENTS, DECEMBER 31 S 1,845,789 S 1.556.228 See Notes to Financial Statements. 'TT-'- CITY OF PRiOR LAKE, Y!f}.;-";ESOTA NOTES TO FINANCIAL ST A TE:V1ENTS DECEMBER 3l, 1997 :'>Iote1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. City Structure and Scope of the Entity The City of Prior Lake, operates under "Optional Plan g" as defined in the State of \1innesora Statutes, Under this Plan, the government of the City is directed by a Council composed of an elected mayor and four elected council members, The Council exercises legislative authority and determines all maners of policy, Tne Council appoints personnel responsible for the proper administration of all affairs relating to the City. The City of Prior Lake was incorporated under the laws of tile State of Minnesota. As required by generally accepted accounting principles, the financial statements of the reporting entity include those of L1e City of P~ior Lake (the primary government) and its component units. The City does not have any component units. The accounting policies of the City of Prior Lake, Minnesota, conform to generally accepted accounting principles as applicable to governments. The following is a summary of the more significant policies. B. Measurement Focus, Basis of Accounting and Basis of Presentation The accounts of the City are organized and operated on the basis of funds and account groups. A fund is an independent fiscal and accounting entity with a self-balancing set of accounts. Fund accounting segregates funds according to their intended purpose and is used to aid management in demonstrating compliance with finance-related legal and contractual provisions. The minimum number of funds are maintained consistent with legal and managerial requirements. Account groups are a reporting device to account for certain assets and liabilities of the governmental funds not recorded directly in those funds. The City has the following fund types and account groups: Covernmenta/funds are used to account for the City's general government activities. Governmental fund types use the flow of current financial resources measurement focus and the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when susceptible to accrual (i.e., when they are "measurable and available"). "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to pay liabilities of the current period. The City considers all revenues available if they are collected within 60 days after year end. Expenditures are recorded when the related fund liability is incurred, except for unmatured interest on general long-term debt which is recognized when due, and certain compensated absences and claims and judgments which are recognized when the obligations are expected to be liquidated with expendable available financial resources. The preparation of general purpose financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts and disclosures, Accordingly, actual results cnuld differ from those estimates. Property taxes, franchise taxes, licenses, interest and special assessments are susceptible to accrual. Other receipts and taxes become measurable and available when cash is received by the government and are recognized as revenue at that time. Entitlements and shared revenues are recorded at the time of receipt or earlier if the susceptible [0 accrual criteria are met. Expenditure driven grants are recognized as revenue when the qualifying expenditures have been incurred and all other grant requirements have been met. Governmental funds include the following fund types: The genera/fund is the City's primary operating fund. It accounts for all fmancial resources of the City, except those required to be accounted for in another fund. CITY OF PRJOR LAKE, MINNESOTA NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The special rl!Venuefunds account for revenue sources that are legally restrictl:d to expenditures for specified purposes (not including major capital projects). The debt service funds account for the servicing of general long-term debt not being financed by proprietary iunds. The capital projects funds account for the acquisition of fixed assets or construction of major capital projects not being financed by proprietary funds. ProprietQry' funds are accounted for on the flow of economic resources measurement focus and use the accrual basis of accounting. Under this method, revenues are recorded when earned and expenses are recorded at the time liabilities are incurred. The City applies all applicable FASB pronouncements in accounting and reponing for its proprietary operations. Proprietary funds include the following fund type: Enterprisefunds are used to account for those operations that are financed and operated in a manner similar to private business or where the Council has decided that the determination of revenues earned, costs incurred and/or net income is necessary for management accountability. Fiduciary funds account for assets held by the government in a trustee capacity or as an agent on behalf of others. Trust funds account for assets held by the government under the terms of a formal trust agreement. The agency funds are custodial in nature and does not present results or operations or have a measurement focus. Agency funds are accounted for using the modified accrual basis of accounting. Account Groups. The genera/fIXed assets account group is used to account for fixed assets not accounted for in proprietary funds. The genera/long-term debt account group is used to account for general long-term debt and certain other liabilities th at are not specific liabilities of proprietary funds. C. Assets, Liabilities and Equity Deposits and Investments The City's cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Cash balances from all funds are pooled and invested, to the extent available, in certificates of deposit and other authorized investments. Earnings from such investments are allocated on the basis of applicable participation by each of the funds. State statutes authorize the City to invest in obligations of the U.S. Treasury, commercial paper, corporate bonds, repurchase agreements, the State Treasurer's Investment Pool and shares of investment companies registered under the Federal Investment Company Act of 1940 and whose only investments are obligations guaranteed by the United States or its agencies. Property Taxes The City Council annually adopts a tax levy and certifies it to the County for collection. The County is responsible for collecting all property taxes for the City. These taxes attach an enforceable lien on taxable property within the City on January I and are payable by the property owners in two installments. The taxes are coilected by the County Treasurcr and tax settlements are made to the City during January, June, and Dccember each year. Taxes payable on homestead property, as defined by State statutes, are partially reduced by a homestead and agricultural credit aid. The credit is paid to the City by the State of Minnesota in lieu of taxes levied against h;mestead property. The State remits this credit in two equal installments in July and December each year. .r CITY OF PRlOR LAKE, :VlrN"NESOTA 1"OTES TO FINANCIAL STATEMENTS DECEMBER 3 I, 1997 :'late I: SCi\1;\1ARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Delinquent taxes receivable include the past six years' uncollected taxes. Delinquent taxes have been offset bv a deferred revenue liability for delinquent taxes not received within 60 days after year end, . Special Assessments Special assessments are recognized as revenue when they are received in cash or within 60 davs after vear end All other special assessments receivable are offset by a deferred revenue liability, ..' Fixed Assets Fixed assets used in governmental fund types of the City are recorded in the general fixed assets account group at cost or estimated historical cost if purchased or constructed. Donated fixed assets are recorded at their estimated fair value at the date of donation. Assets in the general fixed assets account group are not depreciated. Interest incurred during construction is not capitalized on general fixed assets. Public domain (infrastructure) general fixed assets (e.g., roads, bridges, sidewalks and other assets that are immovable and of value only to the City) are not capitalized. The cost of nonnal maintenance and repairs that do not add to the value of the asset or materially extend assets' lives are not included in the general fixed assets group or capitalized in the proprietary funds. Property, plant and equipment in the proprietary funds of the City are recorded at cost. Property, plant and equipment donated to these proprietary fund type operations are recorded at their estimated fair value at the date of donation. Major outlays for capital assets and improvements are capitalized in proprietary funds as projects are constructed. Interest incurred during the construction phase of proprietary fund fixed assets is reflected in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period, Property, plant and equipment are depreciated in the proprietary funds of the City using the straight line method over the following estimated useful lives: Assets Buildings and structures Equipment Automotive Distribution and recovery system Years 30-50 8-10 5-8 65 Compensated Absences It is the City's policy to pennit employees to accumulate earned but unused vacation and sick leave. Vacation and 50% of sick pay if employed greater than five years are paid to the employee upon separation. Vacation and sick leave are computed at year end and personal services expenditures/expenses are adjusted to properly reflect the increase or decrease in expenses. Accrued vacation and sick leave totaled $422.377 at year end. Vacation and sick pay are accrued when incurred in proprietary funds and reported as long-tenn liability, Vacation and sick pay of the general fund are reported in the generallong-tern1 account group. Long-term Obligations The City reports long-tenn debt of governmental funds at face value in the general long-term debt account group. Cenain other governmental fund obligations not expected to be financed with current available financial r~sources are also reported in the generallong-tenn debt account group. Long-tenn debt and other obligations financed by proprietary funds are reported as liabilities in the appropriate funds. CrTY OF PRJOR LAKE, Mf},'NESOT A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1"otel: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) For governmental fund types, bond premiums and discounts, as well as issuance costs, are recognized during the current period. Bond proceeds are reported as an other financing source net of the applicable premium or discount. Issuance costs, even if withheld from the actual net proceeds received, arc reported as project expenditures, Fund Equity Reservations of fund balance represent amounts that are not appropriable or are legally segregated for a specific purpose. Reservations of retained earnings are limited to outside third-parry restrictions. Designations of fund balance represent tentative management plans that are subject to change. The proprietary fund's contributed capital represents equity acquired through capital grants and capital contributions from developers, customers or other funds. Memorandum Only - Total Columns Total columns on the general purpose financial statements are captioned as "memorandum only" because they do not represent consolidated financial information and are presented only to facilitate financial analysis. The columns do not present information that reflects financial position, results of operations or cash flows in accordance with generally accepted accounting principles. Interfund eliminations have not been made in the aggregation of this data. Comparative Data/Reclassifications Comparative total data for the prior year have been presented in the selected sections of the accompanying financial statements in order to provide an understanding of changes in the City's financial position and operations. Also, certain amounts presented in the prior year data have been reclassified in order to be consistent with the current year's pr,:sentation. Note 2: STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Information Annual budgets are adopted on a basis consistent with generally accepted accounting principles for the general fund. All annual appropriations lapse at fiscal year end. In June of each year, all departments of the City submit :;:quests for appropriations to the Finance Officer so that a budget may be prepared. Before September 1.5, the proposed budget is presented to the City's council for review. The council holds public hearings and a final budget is prepared and adopted in early December. The appropriated budget is prepared by fund, function and department. TIle City's department heads may make transfers of appropriations within a department. Transfers of appropriations between departments require the approval of the City Council. The legal level of budgetary control is the department level. 11. Deficit Fund Equity The following funds had fund balance deficits at December 31, 1997: Fund Amount TIF 112-8 (D Hansen) S 340 Building 13,205 City Store 1,456 The City plans to eliminate these deficits through future revenues. T- CITY OF PRJOR L.-\KE. MI:,0iESOTA NOTES TO FINANCIAL STA TEMENTS DECEMBER 3 I, 1997 ;-';ote 3: DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS A. Deposits and Investments At ye:J.l' end, the City's carrying amount of deposits was S200,842 and the bank balance was S569,424 Of the bank balance, $ i 00,000 was covered by federal depository insurance or by collateral held by the City's agent in the City's name, The remaining balance of $469.424 was collateralized with securities held by the pledging financial institution's trust department or agent in the City's name. Checking Certificates of deposits Total deposits 5200,842 o $200,842 Investments are categorized into these three categories of credit risk: (1) Insured or registered, or securities held by the City or its agent in the City's name. (2) Uninsured and unregistered, with securities held by the counterparty's trust department or agent in the City's name. (3) Uninsured and unregistered, with securities held by the counterparty, or by its trust department or agent but not in the City's name. At year end, the city's investment balances were as follows: CategorY -L $ 0 o -.Q $ 0 3 Carrying Amount! Market Value 512,946,566 1.033,380 5.672.034 S 19,651.980 U.S. Government Securities Certificates of Deposit Commercial Paper Total Investments I 512,946,566 1,033,380 o $13.979.946 S 0 o 5.672.034 55,672.034 The following is a reconciliation of cash and investments as shown on the Combined Balance Sheet as of December 3 I, 1997: Carrying amount of deposits Carrying amount of investments Total S 200,842 19,651.980 519.352.822 B. Due From Other Governments Amounts due from other governments as of December 31, 1997 is as follows: Proprietary Fund MWCC - current value credit $ 11.824 C. Fixed Assets A summary of general fixed assets for the year ended December 31, 1997 follows: Balance Balance Januarv I Changes December 31 5 977,888 S 21.016 S 998,904 5,631.840 28,197 5,660,037 3.259,779 294,027 3.553,806 S 9,869.507 5 343.240 510,212.747 L:md and improvements Buildings Equipment Total CITY OF PRlOR LAKE, MJ}..'NESOT A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 3: DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) The following is a summary of proprietary fund type fixed assets at December 31, 1997: Land Buildings 1 n frastructure Machinery and equipment Vehicles S 603 1,313,811 13,687,754 173,440 379.181 15,554,789 0.404.134 ) S 12.150.655 Accumulated depreciation D. Deferred Revenue Deferred revenue at December 3 I, 1997 is comprised of the following: Debt Capital General Service Projects Total Taxes Delinquent $ 72,396 $ 17,907 $ 0 $ 90,303 Special assessments Delinquent 0 48,186 0 48,186 Deferred 0 1,484,084 12,515 1,496,599 Other (Green Acres) 0 1.153.165 16.030 1.169.195 Total $ 72.396 52.703.342 $ 28.545 52.804.283 E. Operating Leases The City leases equipment under non-cancelable operating leases. Total costs for the lease were S11,031 for the year ended December 31, 1997. The future minimum le.::.s: payments for these leases are as follows: Year End in l! Decem ber 3 I, 1998 1999 Total Amount S 6,441 4.590 $ 11.031 F. Long-term Debt The following is a summary of changes in general long-term debt for the year ended December 31, 1997. Balance Balance January I Add ilions Deletions December 31 Bonds Payable Special assessment bonds S 8,746.000 S 1.065,000 S 1.611,500 S 8,199,500 General obligation bonds 2,160.000 7,800,000 125,000 9.835.000 Equipment certificates 535,000 0 320,000 215,000 Revenue bonds. Advancc refunding bongs 108.500 0 108.500 0 VI' ater and sewer bonds 2.995,500 0 60,000 2.935,500 Total bonds payable 14.545.000 U6S,OOO 2.225,000 21.18).000 Equipment leascs payable 5.669 0 5.669 0 Compensatcd abscnccs 304.415 61.973 0 J66,J8S Total S 14.8)).084 S 8,926.9i3 S 2,230,669 S 21,))!.JoS CITY OF PRiOR LAK.E, ,'vll}iNESOT A NOTES TO FfNANCIAL STA TEMENTS DECEMBER 31, ] 997 Notc J: DETAILED NOTES ON ALL FUND Ai";o ACCOUNT GROUPS (Continued) Long-term debt at December 3 I, 1997 is comprised of the following types of issues: Description Srccial Asscssment bonds GO, Improvement Bonds of 1973 G,O. Improvement Bonds of 1973 G,0. Improvement Bonds of 1977 G,O, Improvement Bonds of 1978 G,O. Improvement Bonds of 1988 G.O. Improvement Bonds of 1991 G.O. Refunding Bonds of 1992 G ,0, Crossover Refunding Bonds of 1992B G,O, Refunding Bonds of 1993 G,O. Improvement Bonds of 1993 G.O. Improvement Bonds of 1994 G.O. Improvement Bonds of 1995 G.O. Improvement Bonds of 1996 G.O, Improvement Bonds of 1997 G.O, Improvement Bonds of 1996 G ,0. Improvement Bonds of 1996 (65%) Total Special Assessment Bonds General Obligation Bonds G.O. Park Bonds of 1973 G,O. R~funding Park Bonds of 1977 G,O. Crossover Refunding Bonds of 1992A G,O, Fire Station Bonds of 1993 G.O. Park Bonds of 1997 Total General Obligation Bonds Equipment Certificates G,O, Equipment Certificates of 1995 G.O. Revenue Bonds G.O. Water and Sewer Bonds of 1995 G,O, Refunding Bonds of 1996 (35%) Total Revenue Bonds Total Bonds Payable Interest Issue Maturity Balance r3tes date date Outstanding 5.00-5,50% 07/01/73 07/01/98 S 105,000 5,10-5,50 10101/73 1010 1/98 35,000 4.00-5,70 06/01/77 06/01/98 110.000 4,90-5.80 05/0 I /78 05/01/98 ]0,000 5.90-7.70 06/0 !l88 12/0 110 I 110,000 4,90-6.80 03/01/91 12/01/08 240,000 3.40-3,95 1 % 1/92 07/01/00 145,000 3.60-4.80 I % 1/92 12/01/99 .300,000 3.60-4,60 03/0 1/93 12/01/98 250,000 4,25-4.3 8 07/01/93 12/0 !l08 2,095,000 3.60-5,40 08/0 I /94 12/01/04 585,000 4.00-4,95 08/01/95 12/01/05 790,000 4.00-4.90 06/0 1/96 12/01/06 860,000 4.10-5.90 11/01/97 12/01/ I 7 1,065,000 4.00-4.90 06/01/96 I 2/0 !l96 860,000 4.10-5.00 1 % 1/96 I 2/0 1/06 1.579.500 8,199.500 5.50-5.75 4.80-5.10 3.60-4.80 3.00-5.40 4.10-4.90 4.40-4.80 440-5.65 4.10-5,00 12/01/73 09/01/77 1 % 1/92 08/0 1/93 05/01/97 12/01/03 09/0 1/00 08/01/99 12/0 1/13 12/01/14 85,000 45,000 65,000 1,840,000 7,800.000 9335.000 215.000 2,085,000 350,500 2.935.500 52!.1 85,000 The annual requirement to amortize all bonds outstanding at December 31, 1997 including interest ;'1aymenrs totaling 510,368,141 are as follows: Y~ar Ending Special General Decem ber 31, A ssessm ent Obligation 1998 ) 1,875,554 S 739.UUS 1999 1,389.767 770,127 2000 1.20 I ,973 748.985 2001 1,128.880 743,073 2002 1,102,352 746,820 Thereafter 3,181,586 13,408,460 TOlal 9,8~0.112 17.1)0.473 Less Interest 1,680,612 7,321,473 Principle 8,1 '7'7.)UO S '7,3j).ovO Equipment Certilicales S 115,215 115,280 23U,ol'7) 15.495 S 21).000 09/01/95 I 2/0 I /99 11/01195 10/01/96 I 2/0 1/1 5 12/01/06 Revenue [30 nds ~ j15,2~5 314,860 310.702 318,043 309,313 2,717,858 4,2~o,Ob I 1.350,561 2.93).)uO ~ TOlal 3.\H5,062 2,590,034 2.26 I ,660 2,189,996 2,158,485 19,307,904 31.))3.141 10,368,141 2I,I~),uOU CITY OF PRJOR LAKE, MD\'NESOTA NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 3: DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) Amounts Available/or Long-term Debt. Available fund balance in the debt service funds for repayment of long-term debt totaled $3,205,569 at year end. Amounts to be Provided/or Long-term Debt, This represents future revenue to be generated for debt payments, generally including interest earnings, tax increments, scheduled tax levies and deferred (future) special assessment levies. G, Tax Increment Districts The City of Prior Lake is the administering authority for the following tax increment districts: Tax Increment Tax Increment Tax Increment Tax Increment Tax Increment District 1-1 District 1-2 Di~trict 2-1 District 2-2 District2-3 Type Redevelopment Redevelopment Redevelopment Redevelopment Redevelopment Authorizing law MSA 273 MSA 273 MSA 273 MSA 273 MSA 273 Year established 1985 1988 1993 1994 1994 Duration of district 15 Tax Capacity Valuation: Original S 3,464 S 4,049 S 81 S 900 S 72 Current 23,463 12,651 18,226 6,468 9,358 Captured S 19,999 S 8,602 S 18,145 S 5,568 S '1,286 Total bonds issued: Bonds retired S 150,000 N,--, None None None Bonds Payable 150,000 S 0 Tax Increment Tax Increment Tax Increment Tax Increment Tax Increment District 2-4 District 2-5 District 2-6 District 2-7 District 2-8 Type Redevelopment Redevelopment Redevelopment Redevelopment Redevelopment Authorizing law MSA 273 MSA 273 MSA 273 MSA 273 MSA 273 Year established 1994 1995 1995 1996 1997 Tax Capacity Valuation: Original S 11,953 S 159 S 87 S 0 S 0 Current 38,016 28.341 21,400 0 0 Captured S 26,1.103 S 28.182 S 21.313 S 0 S I.! TOlal bonds issued: Nonc None None None N~Jnc .. - ~'ITY OF PRJOR LAKE. .\lf~~ESOT:\ NOTES TO Fr.-;ANCIAL ST A TE.\lE~TS DECEMBER 31, 1997 H. Contributed Capital "'ote J: DETAILED NOTES ON ALL FUNDS AND ACCOUNT GROUPS (Continued) The changes in the City's contributed capital accounts for its proprietary funds were as follows: Beginning balance Contributing sources: Projects completed Ending balance I. Fund Equity Utilities S I 0,880,583 1.705,537 S12,586.120 S Certain reserves and designations have been made in the following funds: Reserved Governmental Funds Special Revenue Funds Severance Compensation Debt Service Funds Total Reserved Fund Balance Unreserved - designated General Fund Special Revenue Fund Capital Park DAG EDC Revolving Loan Capital Projects Funds Total Unreserved - Designated Purpose Severance compensation Debt service Working capital Improvements Improvements Development loans Capital improvements Note 4: SEGMENT INFORMATION FOR ENTERPRISE FUNDS Enterprise Storm Water s o Total S 10,880.583 o o 1,705,537 S 12.586,120 Amount S 194,616 3,205.569 S 3.400.185 $ 1.815,122 260,717 44,781 10,614 11.965,869 $14,097,103 The City provides services which are accounted for in the Enterprise Funds. The segment information for these Enterprise Funds for December 3 I, 1997 is as follows: Operating revenues Depreciation expense Operating income (loss) Operating transfers out Net income (loss) Net working capital Totals assets Total equity Storm Sewer Utility S 136,510 o 15,252 o 20.657 148.162 153,391 145.604 Utility S 2,174,965 240.206 494,384 624.947 (22,379 ) 2.151,747 14,347,532 14.260,796 Total $2.311,475 240,206 509,636 624,947 (1,722) 2,299,909 14,500,923 14,500,923 CITY OF PRIOR LAKE, MINNESOTA NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 :"ote 5: DEFINED BENEFIT PENSION PLAN. STATEWIDE A. Plan Description A 11 full-time and certain part-time employees of the City of Prior Lake are covered by defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the Public Employees Retirement Fund (PERF) which is a cost-sharing multiple-employer retirement plan, These plans are established and administered in accordance with Minnesota Statutes, Chapters 353 and 356. PERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated Plan members are covered by Social Security and Basic Plan members are not. All new members must participate in the Coordinated Plan. PERA provides retirement benefits as well as disability benefits to members, and benefits to survivors upon death of eligible members. Benefits are established by State Statute, and vest after three years of credited service. The defined retirement benefits are based on a member's highest average salary for any five successive years of allowable service, age, and years of credit at termination of service. Two methods are used to compute benefits for Coordinated and Basic Plan members. The retiring member receives the higher of step-rate benefit accrual formula (Method I) or a level accrual formula (Method 2). Under Method I, the annuity accrual rate for a Basic Plan member is 2.0 percent of average salary for each of the first 10 years of service and 2.5 percent for each remaining year. For a Coordinated Plan member, the annuity accrual rate is 1.0 percent of average salary for each of the first 10 years and 1.5 percent for each remaining year. Using Method 2, the annuity accrual rate is 2.5 percent of average salary for Basic Plan members and 1.5 percent for Coordinated Plan members. For PERF members whose annuity is calculated using Method I, a full annuity is available when age plus years of service equal 90. A reduced retirement annuity is also available to eligible members seeking early retirement. B. Funding Policy Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. These statutes are established and amended by the state legislature. The City makes annual contributions to the pension plans equal to the amount required by state statutes. PERF Basic Plan members and Coordinated Plan members are required to contribute 8.23% and 4.23%, respectively, of their annual covered salary. PEPF members are required to contribute 7.60% of their annual covered salary. The City of Prior Lake is required to contribute the following percentages of annual covered payroll: 10.73% for Basic Plan PERF members, 4.48% for Coordinated Plan PERF members, and 11.40% for PEPFF members. The City's contributions to the Public Employees Retirement Fund for the years ending December 31, 1997 and 1996 were $79,091 and $68,954, respectively. The City's contributions to the Public Employees Police and Fire fund for the years ending December 31, 1997 and 1996 were $ 115,534 and S 1 05,850, respectively. The City's contributions were equal to contractually required contributions for each year as set by state statute. r-lote 6 OTHER INFORMATION A. Risk Management The City is exposed to various risks of loss related to tortS: theft of, damage to and destruction of assets; crrors and omissions; injuries to employees; and natural disasters for which the City carries commercial insurance, Settled claims have not exceeded this commercial coverage in any of the past three fiscal years. Liabilities are reported when it is probable that a loss has occurred and the amount of the loss can be reasonably cstimated. An insurance policy covers individual claims to a maximum of $600,000. Liabilitics, if any, include an amount for claims that have been incurred but not reported (lBNRs), The City's management is not aware of any incurred but not reported claims. CITY OF P:<-.10R L.-\KE. ~1[~~ESOTA NOTES TO FINANCrAL STA TEME~TS DECEMBER31,1997 Note 6 OTHER INFORMA TION (Continued) n. Legal Debt Margin The City's statutory debt limit is equal to 2,0% of estimated market value of5627,754,700 or 512,555,094 Debt financed partially or entirely by special assessments is not applied against the City's debt limit, nor is debt financed by Proprietary Fund revenues, Currently the City has 510,050,000 of general obligation debt outstanding leaving a debt margin of 52,505,094. C. Volunteer Fire Department Relief Association The Prior Lake Firemen's Relief Association is the administrator of a single-employer Public Employee Retirement System (PERS) established to provide benefits for members of the Prior Lake Fire Department. The Firemen's Relief Association maintains a separate Special Fund to accumulate assets to fund the retirement benefits earned by the Fire Department's membership. Funding for the Relief Association is derived primarily from an insurance premium tax in accordance with the Volunteer Firefighter's Relief Association Financing Guidelines Act of 1971 (Chapter 261 as amended by Chapter 509 of Minnesota Statutes 1980). The financial requirements of the Special Fund are determined in accordance with Section 69,772 of the Minnesota Statutes, which requires the payment of pension benefits in a lump sum or optionally in annual installments. The benefits are payable after age 50, 5 years of service, and 5 years of Association membership, or upon death. Benefits are accumulated at 52,200 per year of active service in the Fire Department. The accrued liability for these accumulated benefits is computed using increasing percentages based on years of service. At 20 years of service, the liability is equal to the number of years of service times benefits per year. Association members are fully vested after 20 years. At December 31,1997, the liability of the Special Fund exceeded the assets of the Association. 11/16/98 17:15 ET REF: ATTN: Ralph Teschner City of Prior Lake NOOD0919.0000 FR:MOODYS TO:6124474245 Page 1 of 2 ~, MOODY'S ASSIGNS A2 RATING TO PRIOR LAKE'S (MN) SERIES 1998 G.O. BONDS $21 MILLION DEBT AFFECTED Prior Lake (City of) MN Municipality Minnesota Moody's Rating Issue Rating General Obligation Improvement Bonds of 1998 Sale Amount $1,275,000.00 Expected Sale Date 11/18/98 Rating Description General obligation A2 NEW YORK, November 16, 1998 -- Moody's has assigned an A2 rating and positve outlook to Prior Lake's $1,275,000 General Obligation Improvement Bonds of' 1998 based on the city's rapid tax base growth, strong finances evidenced by healthy General Fund reserves, and above average, though manageable, debt levels. SUBURB SOUTH OF TWIN CITIES WILL CONTINUE RAPID RESIDENTIAL TAX BASE GROWTH; HOUSING VALUES AND WEALTH LEVELS ABOVE AVERAGE: Moody's expects Prior Lake's tax base to continue growing rapidly because the opening of the Bloomington Ferry Bridge has improved access to the Minneapolis/Saint Paul area job market and has accelerated demand for city land. The city's tax base has grown at an average annual rate of 10.7% since 1992. The Metropolitan Council approved expansion of the Metropolitan Urban Service Area to 170 recently annexed acres, which extends the boundaries for development. Residential and commercial development is planned for this land, which is next to a city-owned industrial office park. Prior Lake's primarily new and expanding housing stock is valued, on average, well above that of the state, at $100,000. city officials report that current average residential building permits are valued at $150,000. Resident wealth levels are also at least 1257. of state averages, with per capita income and median family income averaging $18,182 and $47,908, respectively. County unemployment, at 1.6% in July 1998, is below the state unemployment level of 2.1%. STRONG FINANCES EVIDENCED BY SIZABLE GENERAL FUND RESERVES: Moody's expects the city to maintain a strong financial position due to demonstrated prudent management. The city had a planned operating deficit in fiscal 1997 due to pay-as-you-go financing for equipment purposes. The fiscal 1997 General Fund balance remained healthy at 29.87. of General Fund revenues. City officials anticipate an operating surplus approximating $200,000 in fiscal 1998. The city currently levies below tax levy limits and officials do not anticipate having to raise the tax rate because of increased property tax revenues derived from significant tax base growth. ABOVE AVERAGE DEBT LEVELS REFLECT GROWTH PRESSURES: tl/16/98 17:15 ET REF: NOODO~l~.UUQQ tK:~UUUY~ IU;g1~~~/~~~~ Moody's believes the city's moderate debt burden, at 5.67., is manageable because of substantial tax base growth, above average principal amortization and limited future borrowing needs. while borrowings made by Independent School District No. 719 (Prior Lake) increased the city's debt burden in recent years, no other borrowing by this school district is anticipated. Although debt service dominates the city's budget. comprising over 367. of 1997 expenditures, a sizable amount of debt obligations are supported by special assessments and utility revenues, thereby alleviating the impact on the property tax levy. The city is retiring existing debt at an above average amortization rate of over 607. in ten years. The city has a policy of not borrowing more than is retired annually. ANALYSTS: Edward Damutz. Analyst, Public Finance Group, Moody'S Investors Service patricia South, Backup Analyst, Public Finance Group, Moody'S Investora Service Dianne Golub, Senior Credit Officer, Public Finance Group, Moody's Investors Service CONTACTS: Journalists: (212) 553-0376 Research Clients: (212) 553-1625 Q&M) Juran & Moody :\ nl\'I"]o:" OF :-'11111'.1\, )011:""0:" & KUEH:--:, I:"COI\POlv\Tl-:n TABULATION OF BIDS CITY OF PRIOR LAKE, MINNESOTA $1,275,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1998 AWARD: DA IE OF SALE: MOOD'S RATING: SALOMON SMITII BARNEY WEDNESDAY, NOVEMBER 18, 1998 A2 BIDDER INTEREST RA IE NET INTEREST COST (RA IE) SALOMON SMITII BARNEY CRONIN & CO., INC.) CO-MANAGER 3.50% - 1999/00 3.65% - 2001 3.75% - 2002 4.00% - 2003/06 4.10% - 2007 4.20% - 2008 PURCHASE PRICE: $1,264,576,25 $295,111.25 (4.1419%) DAlN RAUSCHER, INC. 3.200% - 1999 3.400% - 2000 3.550% - 2001 3.650% - 2002 3.750% - 2003 3.850% - 2004 3.950% - 2005 4.000% - 2006 4.100% - 2007 4.125%-2008 PURCHASE PRICE: $1,255,875.00 $298,062.50 (4.1833%) PIPER JAFFRA Y INC. 3.30% - 1999 3.50% - 2000 3.60% - 2001 3.70% - 2002 3.80% - 2003 3.90% - 2004 4,00% - 2005/06 4.10% - 2007 4.20% - 2008 PURCHASE PRICE: $1,256,716,00 $300,284.00 (4.2145%) BERNARDI SECURITIES, INC. 3.75% - 1999 3.80% - 2000 3.85% - 2001 3.90% - 2002 4.00% - 2003 4.10% - 2004 4.20% - 2005 4.25% - 2006 4.30% - 2007 4.35% - 2008 PURCHASE PRICE: $1,263,525.00 $308,225.00 (4.3443%) I 100 World TLhk ('c'llIcr ,,0 East Sc\'cnrh Strcct S,- l';ll1l. .\ 1:--: :;:; 101 stile: (I>:;J,n-t-l:;OO I SOO I <J:;O - -t()(>(l Sel )[!,dak, ."0./. LeI J"lIa, C:\ Ckar\\alcr, Fl. j\\innc.ll'"lis, ,\1:" St. P,"1l, ,\1:" Houston, T.\ MINNESOTA MUNICIPAL BOND SALES NOVEMBER 1998 DATE MATURITY MUNlCIP ALITY AMOUNT TYPE RATING NIC 11- 2 11 Moorhead $ 1,245,000 G. O. Bonds A3 4.22 11- 4 17 St. Paul Metro Airport 38,750,000 G.O. Refunding AAA 4.65 11- 4 11 Sauk Centre 405,000 G.O. Bonds NR 4.94 11- 5 21 ISD 333, Ogilvie 2,070,000 G.O. Bonds AA+ 4.51 11- 9 30 Madison City 1,875,000 G.O. Bonds NR 5.28 11- 9 12 Mankato 4,535,000 G.O. Bonds, Series A AAA 4.01 FSA 11- 9 11 Mankato 500,000 G.O. Bonds, Series B A3 4.23 11- 9 11 Mankato 700,000 G.O. Bonds, Series C A3 6.09 11- 9 10 Mankato 4,375,000 G. O. Refunding, Series D AAA 4.03 FSA 11- 9 6 Monticello 515,000 G. O. Refunding, Series B A3 3.99 11- 9 11 La Crescent 1,805,000 G. O. Improvement AAA 4.26 FSA 11- 10 19 ISD 535, Rochester 10,000,000 . G.O. Refunding AA+ 4.59 11- 10 20 ISD 542, Battle Lake 6,290,000 G.O. Bonds Aa 1 4.51 11-10 11 Independence 820,000 G.O. Improvement Refunding NR 4.39 11-10 14 Oakdale 1,345,000 G.O. Bonds, Series A Al 4.11 11- 10 5 Oakdale 390,000 G. O. Bonds, Series B Al 3.86 11-12 19 ISD 138, North Branch 10,000,000 G.O. Refunding AAA 4.62 FSA 11- 12 6 Metropolitan Council 5,300,000 G. O. Bonds, Series C AAA 3.85 11- 12 15 Metropolitan Council 1,365,000 G.O. Bonds, Series D AAA 4.29 11- 16 15 Marshall City 5,085,000 G.O. Refunding AAA 4.31 MBIA 11- 16 17 ISD 280, Richfield 10,000,000 G. O. Refunding AAA 4.55 11- 16 16 Farmington 2,325,000 G.O. Improvement AAA 4.39 MBIA 11- 16 22 ISD 281, Robbinsdale 9,500,000 G.O. Bonds Aa 1 4.53 (15-20 MBIA) 11- 16 10 Bloomington 1,270,000 G.O. Bonds, Series 33 AA+ 3.97 11- 16 8 Bloomington 790,000 G.O. Bonds, Series A AA+ 3.90 11- 16 8 St. Louis Park 4,290,000 G.O. Refunding Aa 1 3.85 11-16 26 ISD 550, Underwood 8,100,000 G.O. Bonds AAA 4.73 MBIA 11- 17 14 St. James Hospital 610,000 G. O. Refunding Baa 2 4.67 JURAN & MOODY, a division of MILLER, JOHNSON & KUEHN, INCORPORATED MINNESOTA MUNICIPAL BOND SALES NOVEMBER 1998 DATE MATURITY MUNICIP ALITY AMOUNT TYPE RATING NIC 11-17 12 Shakopee 2,375,000 G.O. Bonds A2 4.20 11-17 21 Hennepin County 30,000,000 G.O. Bonds AAA 4.52 Fitch 11- 18 16 Plymouth 4,500,000 G.O. Bonds AAA 4.21 11- 18 10 Prior Lake 1,275,000 G.O. Improvement A2 4.14 JURAN & MOODY, a division of MILLER. JOHNSON & KUEHN, INCORPORATED >< w o z - CJ) - ~ LlJ >- ~ en o z o OJ -l <( a.. - () - z ~ ~ -1 <!: z o - r- <!: z . ........ . ..@, HI.I. ~ o o L() CD ~ o L() N CD ~ o o o CD ~ o L() l'- L() ~ o o L() L() ~ o L() N L() ~ o o o L() ~ o L() l'- -.:::t ;;.. t"" ;;.. - > ;;.. t:"1 t:"1 n tr1 M M - ":l -i 7- ~ Vl ~ >- ~ j ~ c:: 'll =: ~ 0 ,- ...., j ":l ;:;:' 'll ~ :<l - -i :r. 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'J> c V> 00 ~ g V> ~ (f; 8 ~ ~ ~ - (5 :::: rn -I ::1 :;... v ~ .~ '" ~ EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF PRIOR LAKE, MINNESOTA HELD: November 18, 1998 Pursuant to due call and notice thereof, a special meeting of the City Council of the City of Prior Lake, Scott County, Minnesota, was duly called and held at the Fire Hall in said City on Wednesday, the 18til day of November, 1998, at 5:00 P.M., for the purpose of considering proposals for, and awarding the sale of, $1,275,000 General Obligation Improvement Bonds of 1998 of the City. The following members were present: and the following were absent: Member and moved its adoption: introduced the following resolution Resolution Number 98-133 RESOLUTION PROVIDING FOR ISSUANCE OF $1,275,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1998 A. WHEREAS, on October 19, 1998, the City Council of the City of Prior Lake, Minnesota (the "City"), adopted a resolution (the "Preliminary Resolution"), which provided for the private negotiation of $1,275,000 General Obligation Improvement Bonds of 1998 (the "Bonds") i and B. WHEREAS, proposals to purchase the Bonds have been solicited by Juran & Moody ("Juran") in accordance with the Preliminary Resolution; and C. WHEREAS, the proposals set forth on Exhibit A attached hereto were received and opened pursuant to the Official Terms of Bond Sale established for the Bonds in the presence of the Manager, or designee, at the offices of Juran at 11:30 A.M., Central Time, this same day; and D. WHEREAS, the City Council of the City has heretofore determined and declared that it is necessary and expedient to issue the Bonds of the City, pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various improvements in the City (the "Improvements"), including 996083.1 but not limited to sanitary sewer and water line connections, storm sewer, streets, sidewalks, and curb and gutter: and E. WHEREAS, the Improvements and all their components have been ordered prior to the date hereof, after a hearing thereon for which notice was given describing the Improvements or all their components by general nature, estimated cost, and area to be assessed; and F. 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 (the "Purchaser"), to purchase the Bonds of the City (or individually, a "Bond"), in accordance with the Official Terms of Bond Sale, at the rates of interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to said proposal maker. The City Manager is directed to retain the deposit of said proposal maker and to forthwith return to the unsuccessful proposal makers their good faith checks and drafts. 2. Bond Terms. (a) Title: Original Issue Date: Denominations: Maturities. The Bonds shall be titled "General Obligation Improvement Bonds of 1998", shall be dated December 1, 1998, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations"). The Bonds shall mature on December 1 in the years and amounts as follows: Year Amount Year Amount 1999-2007 $125,000 2008 $150,000 All dates are inclusive. (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only period"), shall at all times be in the form of a separate 996083.1 2 single fully registered Bond for each maturity of the Bonds; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the City'S obligations with respect to the principal of and 996083.1 3 premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 hereof, references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations") (vii) All transfers of beneficial ownership interests in each Bond issued in book-entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the City or the Bond Registrar may establish a special record date for such consent or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of 996083.1 4 a lesser denomination as provided in paragraph 5 hereof, make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Discontinuance termination of follows: Termination of Book-Entry Only System. of a particular Depository's services and the book-entry only system may be effected as (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 hereof. To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof. (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose. The Bonds shall provide funds to finance the Improvements. The total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Improvements shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the 996083.1 5 Improvements proceeds with due diligence to completion and that any and all permits and studies required under law for the Improvements are obtained. 4. Interest. The Bonds shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 1999, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Maturity Interest Year Rate Year Rate 1999 ~ 2004 % 0 2000 2005 2001 2006 2002 2007 2003 2008 5. Redemption. All Bonds maturing in the years 2005 to 2008, both inclusive, shall be subject to redemption and prepayment at the option of the City on December 1, 2004, and on any Interest Payment 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, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; 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 at least thirty (30) days prior to the date fixed for redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discre- tion, 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 his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond 996083.1 6 Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. The Finance Director of the City is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, 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 of this resolution. 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: 996083.1 7 UNITED STATES OF AMERICA STATE OF MINNESOTA SCOTT COUNTY CITY OF PRIOR LAKE R- $ GENERAL OBLIGATION IMPROVEMENT BOND OF 1998 INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP DECEMBER I, 1998 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Prior Lake, Scott County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, unless called for earlier redemption, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing June I, 1999, 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 the Finance Director of the Issuer (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of,the United States of 996083.1 8 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 the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee.]. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, 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 Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Include only until termination of the book-entry only system under paragraph 2 hereof. 996083.1 9 Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. THE CITY OF PRIOR LAKE, MINNESOTA Bond Registrar By Authorized Signature 996083.1 Registrable by: THE FINANCE DIRECTOR OF THE CITY OF PRIOR LAKE, MINNESOTA Payable at: OFFICE OF THE FINANCE DIRECTOR OF THE CITY OF PRIOR LAKE, MINNESOTA CITY OF PRIOR LAKE, SCOTT COUNTY, MINNESOTA /s/ Facsimile Mayor Isl Facsimile Manager 10 ON REVERSE OF BOND Redemption. All Bonds of this issue (the "Bonds") maturing in the years 2005 to 2008, both inclusive, are subject to redemption and prepayment at the option of the Issuer on December 1, 2004, and on any Interest Payment 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, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds at least thirty (30) days prior to the date fixed for redemption. Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of 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, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any Authorized Denomination or Denomina- tions, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: Purpose: General Obliqation. This Bond is one of an issue in the total principal amount of $1,275,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on November 18, 1998 (the "Resolution"), for the purpose of providing money to finance the construction of various 996083.1 11 improvements within the jurisdiction of the Issuer. This Bond is payable out of the General Obligation Improvement Bonds of 1998 Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations: Exchanqe: Resolution. The Bonds are issuable solely as fully registered bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to Ilbearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Reqistered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Not Qualified Tax-Exemot Obliqation. This Bond has not been designated by the Issuer as a "qualified tax-exempt 996083.1 12 obligationll for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN - - as tenants in common - as tenants by the entireties as joint tenants with right of and not as tenants in common as custodian for survivorship UTMA - (Minor) Uniform (Cust) under the (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 996083.1 13 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17 Ad-15(a) (2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 996083.1 14 [Use only for Bonds when they are Registered in Book Entry Only System) PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: DATE AMOUNT AUTHORIZED SIGNATURE OF HOLDER 996083.1 15 8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its Mayor and Manager and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and provided further that both of such signatures may be printed (or, at the request of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and Manager. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the 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 December 1, 1998. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Reqistration; Transfer; Exchange. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of 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 996083.1 16 (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 ln blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized Denomination or Denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the Holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. The Manager is hereby authorized to negotiate and execute the terms of said agreement. 996083.1 17 11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 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 fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Reqistered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery; Aoplication of Proceeds. The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Improvement Bonds of 1998 Fund" (the "Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "Construction Account" and "Debt Service Account", respectively. (a) Construction Account. To the Construction Account there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the Bonds in excess of $1,254,600, plus any special assess- ments levied with respect to the Improvements and collected prior to completion of the Improvements and payment of the costs 996083.1 18 thereof. From the Construction Account there shall be paid all costs and expenses of making the Improvements listed in paragraph 16, 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 said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of taxes or special assessments herein levied or covenanted to be levied; and provided further that if upon completion of the Improvements there shall remain any unexpended balance in the Construction Account, the balance (other than any special assessments) may be transferred by the 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 Improvements upon adoption of a resolution by the City Council determining that the application of the special assessments for such purpose will not cause the City to no longer be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (i) all collections of special assessments herein covenanted to be levied with respect to the Improvements and either initially credited to the Construction Account and not already spent as permitted above and required to pay any principal and interest due on the Bonds or collected subsequent to the completion of the Improvements and payment of the costs thereof; (ii) all accrued interest received upon delivery of the Bonds; (iii) all funds paid for the Bonds in excess of $1,254,600; (iv) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (v) all funds remaining in the Construction Account after completion of the Improvements and payment of the costs thereof, not so transferred to the account of another improvement; (vi) all investment earnings on funds held in the Debt Service Account; and (vii) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5%) of the proceeds of the Bonds or $100,000. To this effect, any 996083.1 19 proceeds of the Bonds and any sums from time to time held in the Construction Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Assessments. It is hereby determined that no less than twenty percent (20%) of the cost to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefitted by any of the Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one (1) year after ordering each Improvement financed hereunder unless the resolution ordering the Improvement specifies a different time limit for the letting of construction contracts. The City hereby further covenants and agrees that it will do and perform as soon as they may be done all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken by the City or the City Councilor any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and the City Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. The special assessments have not heretofore been authorized, and accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3, the special assessments are hereby authorized. Subject to such adjustments as are required by the conditions in existence at the time the assessments are levied, it is hereby determined that the assessments shall be payable in equal, consecutive, annual installments, with general taxes for the years shown below and with interest on the declining balance of all such assessments at a rate per annum not greater than the maximum permitted by law and not less than the rate per annum set forth opposite the collection years specified below: 996083.1 20 Improvement Desiqnation Amount Collection Levy Years Years Rate 1998 Improvement Projects $594,000 1998-2007 1999-2008 8.00% 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. 17. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Year of Tax Levy Collection Amount 1998 1999 $ 1999 2000 2000 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 2007 2007 2008 The tax levies are such that if collected in full they, together with estimated collections of special assessments and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 18. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest 996083.1 21 accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 19. 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 IIReimbursement Regulationsll) applicable to the "reimbursement proceedsll 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 IIReimbursement 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 "Declarationll) which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Bonds, and (ii) 996083.1 22 a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds. Notwithstanding the foregoing, with respect to any Declaration made by the City between January 27, 1992 and June 30, 1993, with respect to a Reimbursement Expenditure made prior to March 2, 1992, the City hereby represents that there exists objective evidence, that at the time the Expenditure was paid the City expected to reimburse the cost thereof with the proceeds of a borrowing (taxable or tax-exempt) and that expectation was reasonable. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150- 2 (d) (3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued, shall be treated as made on the day the Bonds are issued. Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 19 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax-exempt status of the Bonds. 20. Continuinq 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 IIRulell), promulgated by the Securities and EXChange Commission (the IICommissionll) pursuant to the Securities EXChange Act of 1934, as amended, and a Continuing DisClosure Undertaking (the "Undertakingll) hereinafter described to: (a) Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. 996083.1 23 (b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board (IIMSRBII) and (ii) the SID, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph 20 and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Manager of the City, or any other officer of the City authorized to act in their place with 1I0fficersll 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. 21. General Obliqation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 22. Certificate of Registration. The Manager is hereby directed to file a certified copy of this resolution with the County Auditor of Scott County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the tax levy required by law has been made. 23. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts 996083.1 24 relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 24. Neqative Covenant as to Use of Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be IIprivate activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 25. Tax-Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States, if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small-issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Bonds are issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148 (f) (4) (D) of the Code. 26. No Desiqnation of Qualified Tax-Exempt Obliqations. The Bonds exceed in amount those which may be qualified as IIqualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code, and hence are not designated for such purposes. 27. Severability. 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. 996083.1 25 28. Headinqs. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: adopted. Whereupon said resolution was declared duly passed and 996083.1 26 STATE OF MINNESOTA COUNTY OF SCOTT CITY OF PRIOR LAKE I, the undersigned, being the duly qualified and acting Manager of the City of Prior Lake, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering proposals for, and awarding the sale of, $1,275,000 General Obligation Improvement Bonds of 1998 of said City. WITNESS my hand this 18th day of November, 1998. Manager 996083.1 27