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16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
PRIOR LAKE ECONOMIC DEVELOPMENT AUTHORITY AGENDA REPORT
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
APRIL 18, 2005
III
RALPH TESCHNER, FINANCE DIRECTOR
CONSIDER APPROVAL OF A RESOLUTION APPROVING
$10,000,000 PUBLIC PROJECT REVENUE BONDS, SERIES
2005B
INTRODUCTION:
The purpose for this agenda item is to consider approval of the
issuance of Economic Development Authority (EDA) revenue bonds
in the amount of $10,000,000 to provide financing for the new city
hall/police station.
DISCUSSION:
A Redevelopment Project Area has been approved by the EDA and
the Municipal Project identified within the Redevelopment Plan is
the acquisition of property and construction of a city hall and police
station. The City of Prior Lake will lease the buildings from the
EDA pursuant to a lease with option to purchase agreement. The
revenue bonds will be secured by the principal and interest payments
to be made by the City under the lease purchase agreement.
The bond issue will be dated 5/15/05, with maturities each year of
December 15th and will be structured 24 years in length. Attached is
a worksheet from Northland Securities that provides additional
detail with respect to debt service principal/interest payments and
annual special tax levies required to amortize this bond issue. It also
includes the estimated coupon and net effective interest rates for this
bond issue plus it identifies the financing costs and other
miscellaneous information.
Since the actual sale of the bond issue will not take place until
Monday April 18th, the attached information includes estimates
based upon today's financial market (see Date of Analysis on
worksheet). It is anticipated that the revenue bonds will be sold at a
net interest rate close to 4.772%. The City's bond and fiscal
consultant Steve Mattson from Northland Securities will be present
at the EDA meeting to present the results of the negotiated revenue
bond sale.
FINANCIAL IMPACT:
The estimated special tax levy calculation associated with this bond
issue is $560,000.00 and would be added to the City's proposed
general fund operating budget levy, revolving equipment fund levy
and other special debt levies for payable 2006 property taxes in
December of this year.
www. cityofpriorlake, com
Phone 952.447.4230 / Fax 952.447.4245
H:\BONDS'uatgenda - EDA Revenue Bonds.doc
ALTERNATIVES:
RECOMMENDED
MOTION:
REVIEWED BY:
Attachments:
The following alternatives are available to the Prior Lake Economic
Development Authority:
1. Approval of a Resolution Approving $10,000,000 Public Project
Revenue Bonds, Series 2005B.
2. Defer action if additional information is required.
Alternative #1. Staff would recommend that the Prior Lake
Economic Development Authority approve a Resolution Approving
$10,000,000 Public Proffct Revenue Bonds, Series 2005B. The final
step,;~ill be ~.for the ffr/ty Council to approve the necessary lease
1. Northland Se~firi~s Bond Analysis
2. Resol~tio~rApl~roving $10,000,000 Public Project Revenue
Bonds, Seh'(s 2005B
FILE: PL EDA CITY HALL LEASE REV BONDS OF 2005 (4-%05) EDA OF PRIOR LAKE, MINNESOTA
DATE OF ANALYSIS: APRIL 7, 2OO5 LEASE REVENUE BONDS OF 2005 I CITY HALL ! POLICE FACILITIES I
DATED DATE OF ISSUE: MAY 15, 2OO5 PAR AMOUNT: $10,000,000
I
(A) (B) (C) (D) (E) (F) (G) (H) I (I)
(J)
(K)
DEBT SERVICE +
I
EST. TOTAL TRUSTEE FEES RESERVE FUND ANNUAL
(12-15) INTEREST DEBT EST. ANNUAL CITY FUNDED EARNINGS ~ TAX SURPLUS CUMULATIVE
YEAR PRINCIPAL RATES INTEREST SERVICE 0.00 CASH CONTR. 0.00% LEVY /DEFICIT BALANCE
2005 262,564.17 262,564.17 262,564.17 $262,564.17 0.00 0.00 0.00 0.00
2006 100,000.00 2.60% 450,110.00 550,110.00 550,110.00 0.00 560,000.00 9,890.00 9,890.00
2007 130,000.00 2.90% 447,510.00 577,510.00 577,510.00 0.00 575,000.00 (2,510.00) 7,380.00
2008 150,000.00 3.15% 443,740.00 593,740.00 593,740.00 0.00 590,000.00 (3,740.00) 3,640.00
2009 160,000.00 3.30% 439,015.00 599,015.00 599,015.00 0.00 605,000.00 5,985.00 9,625.00
2010 190,000.00 3.45% 433,735.00 623,735.00 623,735.00 0.00 620,000.00 (3,735.00) 5,890.00
2011 210,000.00 3.65% 427,180.00 637,180.00 637,180.00 0.00 635,000.00 (2,180.00) 3,710.00
2012 230,000.00 3.80% 419,515.00 649,515.00 649,515.00 0.00 650,000.00 485.00 4,195.00
2013 250,000.00 3.90% 410,775.00 660,775.00 660,775.00 0.00 665,000.00 4,225.00 8,420.00
2014 280,000.00 4.00% 401,025.00 681,025.00 681,025.00 0.00 680,000.00 (1,025.00) 7,395.00
2015 310,000.00 4.15% 389,825.00 699,825.00 699,825.00 0.00 695,000.00 (4,825.00) 2,570.00
2016 330,000.00 4.25% 376,960.00 706,960.00 706,960.00 0.00 710,000.00 3,040.00 5,610.00
2017 360,000.00 4.35% 362,935.00 722,935.00 722,935.00 0.00 725,000.00 2,065.00 7,675.00
2018 400,000.00 4.45% 347,275.00 747,275.00 747,275.00 0.00 740,000.00 (7,275.00) 400.00
2019 420,000.00 4.50% 329,475.00 749,475.00 749,475.00 0.00 755,000.00 5,525.00 5,925.00
2020 460,000.00 4.55% 310,575.00 770,575.00 770,575.00 0.00 770,000.00 (575.00) 5,350.00
2021 500,000.00 4.60% 289,645.00 789,645.00 789,645.00 0.00 785,000.00 (4,645.00) 705.00
2022 530,000.00 4.70% 266,645.00 796,645.00 796,645.00 0.00 800,000.00 3,355.00 4,060.00
2023 575,000.00 4.75% 241,735.00 816,735.00 816,735.00 0.00 815,000.00 (i,735.00) 2,325.00
2024 615,000.00 4.75% 214,422.50 829,422.50 829,422.50 0.00 830,000.00 577.50 2,902.50
2025 660,000.00 4.75% 185,210.00 845,210.00 845,210.00 0.00 845,000.00 (210.00) 2,692.50
2026 705,000.00 4.90% 153,860.00 858,860.00 858,860.00 0.00 860,000.00 1,140.00 3,832.50
2027 755,000.00 4.90% 119,315.00 874,315.00 874,315.00 0.00 875,000.00 685.00 4,517.50
2028 810,000.00 4.90% 82,320.00 892,320.00 892,320.00 0.00 890,000.00 (2,320.00) 2,197.50
2029 870,000.00 4.90% 42,630.00 912,630.00 912,630.00 0.00 915,000.00 2,370.00 4,567.50
10,000,000.00 7,847,996.67 17,847,996.67 17,847,996.67 262,564.17 0.00 $17,590,000.00 4,567.50
APPLICATION OF FUNDS
ESTIMATED CONSTRUCTION NEEDS
TOTAL HARD COSTS
ADD SOFT COSTS OF ISSUANCE
DISCOUNT FACTOR (1.60% OF PAR) 160,000.00
CAPITALIZED INTEREST (0 MONTHS) (internal funding) 0.00
ESTIMATED RESERVE FUND 0.00
EST. REGISTRATION / TRUSTEE COSTS (START UP) 0.00
ESTIMATED RATING FEE (MOODYS) 7,000.00
ESTIMATED O.S. PRINTING 1,250.00
ESTIMATED BOND DISBURSEMENT FEE 295.00
ESTIMATED LEGAL SERVICES 10,000.00
SUBTOTAL
LESS: INVESTMENT INCOME ON CONSTR. ACCOUNT
GRANDTOTAL
ROUNDED FOR ISSUANCE
[ $9,946,000.00
9,946,000.00
IESTIMATED NET EFFECTIVE RATE:
................................................................... .4_.~ Z~.'./..j
BONDS DATED:
BONDS MATURE:
INTEREST:
OPTION:
$10,124,545.00
($124,325.00) (A) PURCHASE PRICE:
$10,000,220.00 PAYING AGENT &
$10,000,000.00 REGISTRAR:
ESTIMATED CLOSING DATE:
MAY 15, 2005
DECEMBER 15, 2006 THROUGH 2029
DECEMBER 15, 2005 AND SEMIANNUALLY THEREAFTER
ON EACH JUNE 15 AND DECEMBER 15.
ALL BONDS MATURING IN THE YEARS 2014 THROUGH
2029 ARE CALLABLE AT THE OPTION OF THE CITY ON
DECEBMER 15, 2013 OR ANY INTEREST PAYMENT DATE
THEREAFTER ~ PAR PLUS ACCRUED INTEREST.
$9,840,000.00
CITY OF PRIOR LAKE
15 BUSINESS DAYS AFTER SALE
(A) ASSUMES NET CONSTRUCTION AND INTEREST FUNDS INVESTED FOR AN AVERAGE OF 180 DAYS ® 2.50%
I1/10 OF 1.00% IS EQUAL TO ~> $167,823.333
NORTHLANDK~SECURITIES
STEVEN J. MATTSON, MANAGING DIRECTOR
612-851-5919
800-851-2920
RESOLUTION NO.
REVENUE BOND RESOLUTION
$10,000,000 PUBLIC PROJECT REVENUE BONDS, SERIES 2005B
(CITY OF PRIOR LAKE, MINNESOTA LEASE
WITH OPTION TO PURCHASE PROJECT)
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF PRIOR LAKE, MINNESOTA
ADOPTED: April 18, 2005
1751546v2
TABLE OF CONTENTS
ARTICLE ONE
1-1.
1-2.
1-3.
1-4.
Page
DEFINITIONS, EXHIBITS, LEGAL AUTHORIZATION AND
FINDINGS ................................................................................................. 1
Definitions .............................................................................................................. 1
Exhibits .................................................................................................................. 4
Legal Authorization ............................................................................................... 4
Findings .................................................................................................................. 5
ARTICLE
2-1.
2-2.
2-3.
2-4.
2-5.
2-6.
2-7.
2-8.
2-9.
2-10.
2-11.
2-12.
2-13.
TWO BONDS ...................................................................................................... 6
Authorized Amount and Form of Bonds ............................................................... 6
Initial Issue ........................................................................................................... 13
Execution and Authentication .............................................................................. 13
Delivery of Initial Issue ....................................................................................... 14
Issuance of Additional Bonds .............................................................................. 14
Mutilated, Lost or Destroyed Bonds .................................................................... 15
Ownership of Bonds ............................................................................................ 15
Delivery of Temporary Bond ............................................................................... 15
Registration, Transfer and Exchange of Bonds ................................................... 15
Interest Rights Preserved; Dating of Registered Bonds ....................................... 16
Other Revenue Bonds .......................................................................................... 16
Book-Entry Only System ..................................................................................... 16
Termination of Book-Entry Only System ............................................................ 17
ARTICLE THREE REDEMPTION OF BONDS BEFORE MATURITY ............................. 19
3-1. Redemption .......................................................................................................... 19
3-2. Notice of Redemption .......................................................................................... 19
3-3. Procedure for Redemption ................................................................................... 19
3-4. Cancellation ......................................................................................................... 20
ARTICLE FOUR
4-1.
4-2.
4-3.
4-4.
4-5.
4-6.
4-7.
4-8.
4-9.
4-10.
4-11.
4-12.
4-13.
4-14.
4-15.
GENERAL COVENANTS ...................................................................... 21
Payment of Principal and Interest ........................................................................ 21
Performance of and Authority for Covenants ...................................................... 21
Title and Instruments of Further Assurance ......................................................... 21
Taxes, Assessments and Charges ......................................................................... 21
Maintenance and Repair ...................................................................................... 21
Recording and Filing ............................................................................................ 22
Books and Records .............................................................................................. 22
Names of Bondholders ......................................................................................... 22
Nature of Security ................................................................................................ 22
Disposition of Pledged Funds .............................................................................. 22
Enforcement of Covenants ................................................................................... 23
Covenant to Lease, Sell and Operate ................................................................... 24
Acceleration ......................................................................................................... 25
Tax Exempt Status of Bonds; Designation of Qualified Tax-Exempt
Obligations ........................................................................................................... 25
Conditions to Authority Action ........................................................................... 25
1751546v2
ARTICLE FIVE FUNDS AND ACCOUNTS .................................................................... 27
5-1. Deposit of Bond Proceeds .................................................................................... 27
5-2. Bond Fund ............................................................................................................ 27
5-3. Deposit of Funds with Paying Agent ................................................................... 27
5-4. Priority of Payment and Application of Moneys ................................................. 28
ARTICLE SIX POSSESSION, USE AND RELEASE OF PROPERTY ......................... 30
6-1. Possession and Use .............................................................................................. 30
6-2. Easement for Access or Utility Service ............................................................... 30
6-3. Release of Encumbered Equipment ..................................................................... 30
6-4. Release of Unimproved Land .............................................................................. 30
ARTICLE SEVEN INVESTMENTS ...................................................................................... 31
7-1. Investments by Authority ..................................................................................... 31
7-2. Return on Investments ......................................................................................... 31
ARTICLE EIGHT DISCHARGE OF OBLIGATIONS TO BONDHOLDERS .................... 32
8-1. Conditions of Discharge ...................................................................................... 32
8-2. Payment of Bonds ................................................................................................ 32
8-3. Cancellation of Surrendered Bonds ..................................................................... 33
ARTICLE NINE SUPPLEMENTAL AND AMENDATORY RESOLUTIONS ............... 34
9-1. Supplemental and Amendatory Resolutions Not Requiring Consent of
Bondholders ......................................................................................................... 34
9-2. Supplemental and Amendatory Resolution Requiring Consent of
Bondholders ......................................................................................................... 34
ARTICLE TEN AMENDMENT TO LEASE .................................................................... 36
10-1. Amendments Without Bondholder Consent ........................................................ 36
10-2. Amendments Requiring Bondholder Consent ..................................................... 36
ARTICLE ELEVEN MISCELLANEOUS ................................................................................ 37
11-1.
11-2.
11-3.
11-4.
11-5.
11-6.
11-7.
11-8.
Consent of Bondholders ....................................................................................... 37
Notice of Amendments ........................................................................................ 37
Payment of Costs of Issuance .............................................................................. 37
Severability .......................................................................................................... 38
Authentication of Transcript ................................................................................ 38
Limitation of Liability .......................................................................................... 38
Approval of Lessee .............................................................................................. 38
Authorization to Execute Lease, Ground Lease and Incidental Documents ....... 38
EXHIBIT A
LEGAL DESCRIPTION OF REAL ESTATE ...................................... A-1
EXHIBIT B
PROJECT ............................................................................................... B- 1
1751546v2 ii
REVENUE BOND RESOLUTION
BE IT RESOLVED by the Economic Development Authority of the City of Prior Lake,
Minnesota:
ARTICLE ONE
DEFINITIONS, EXHIBITS, LEGAL AUTHORIZATION AND FINDINGS
1-1. Definitions. The term used herein, unless the context hereof shall require
otherwise shall have the following meanings, and any other terms defined in the Lease shall have
the same meanings when used herein as assigned to them in the Lease unless the context or use
thereof indicates another or different meaning or intent.
Act: collectively the Issuer Powers Act and the Lessee Powers Act as amended from
time to time.
Additional Bonds: any additional Bonds issued pursuant to the terms and conditions of
Section 2-5.
Authenticating Agent: the Paying Agent.
Authority: the Economic Development Authority of the City of Prior Lake, Minnesota,
and any successor public entity.
Beneficial Owner: means the person for which a DTC Participant holds an interest in the
Bonds as shown on the books and records of the DTC Participant.
Bond Closing: the date on which there is delivery of and payment for the Bonds.
Bond Counsel: Briggs and Morgan, Professional Association, of Saint Paul and
Minneapolis, Minnesota, or any other attorney designated by the Authority duly admitted to
practice law before the highest court of any state and nationally recognized in the field of
municipal finance, and any opinion of Bond Counsel shall be a written opinion of such Counsel.
Bond Fund: the Bond Fund created under Section 5-2.
Bond Register: the register maintained by the Bond Registrar pursuant to Section 2-9.
Bond Registrar: Treasurer of the Authority and any duly appointed successor Bond
Registrar.
Bondholder: any Holder of a Bond.
Bonds: the Public Project Revenue Bonds, Series 2005B (City of Prior Lake, Minnesota
Lease With Option to Purchase Project), dated as of May 15, 2005.
1751546v2
Business Day: any day other than a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City, or if other than the Authority where the principal office of the
Paying Agent is located, are authorized by law or executive order to close.
Cede & Co.: means, initially, Cede & Co., as nominee of DTC and any successor or
subsequent such nominee designated by DTC respecting DTC's functions as book-entry
depository for the Bonds.
City: the City of Prior Lake, Minnesota.
Condemnation: requisition or taking by governmental authority or by a person, firm or
corporation acting under governmental authority and a conveyance made under threat of
Condemnation provided such conveyance is made with the approval of the Authority, which
approval shall not be unreasonably withheld, and Condenmation award shall include payment for
property taken or requisitioned or conveyed under threat of Condemnation.
DTC: means Depository Trust Company, New York, New York, a limited purpose trust
company organized under the laws of the State of New York, or any successor book-entry
securities depository for the Bonds appointed pursuant to Section 2.12.
DTC Participant: means those broker-dealers, banks and other financial institutions from
time to time for which DTC holds Bonds or Securities as depository.
Ground Lease: the Ground Lease Agreement, dated May 15, 2005, between the City as
lessor, and the Authority as lessee, whereby the City leases the Land to the Authority.
Holder: the person in whose name any Bond is registered, as shown on the Bond
Register maintained by the Bond Registrar.
Independent: any person who is not a full time employee of the Authority or the Lessee.
Independent Accountant: a certified public accountant or firm of certified public
accountants registered, Independent and qualified to practice as such under the laws of
Minnesota, and not regularly employed by the Authority or the Lessee except to perform
independent audits of the books and records of either or both of them or to make other similar
periodic reviews.
Independent Counsel: an attorney or firm of attorneys designated by the Authority,
Independent and duly admitted to practice law before the highest court of any state.
Independent Engineer: an architect or engineer or architectural or engineering firm
designated by the Authority, Independent, and registered and qualified to practice such
profession under the laws of the State of Minnesota.
Internal Revenue Code or Code: the Internal Revenue Code of 1986, as amended.
Issuer Powers Act: Minnesota Statutes, Sections 469.001 through 469.047 and 469.090
through 469.1082, as from time to time amended.
1751546v2 2
Land: the parcel or parcels or other interests in real estate leased to the Authority under
the Ground Lease and described in Exhibit A attached hereto and in Exhibit A to the Lease.
Lease: the Lease With Option to Purchase Agreement, dated May 15, 2005, whereby the
Authority proposes to lease, or sublease as to the Land, the Project to the Lessee, a form of
which Lea~e i~q on file in the office of the Authority.
Lease Payments: Rental Payments payable to the Authority under Section 5.1 of the
Lease.
Lessee: the City of Prior Lake, Minnesota, or any successor to its functions.
Lessee Powers Act: Minnesota Statutes, Sections 465.71 and 469.041, as from time to
time amended.
Net Proceeds: with respect to any property insurance payment or Condemnation award,
the amount remaining after deduction of all expenses reasonably incurred by the Authority in the
collection thereof, including but not limited to attorneys' fees, witness fees and any extraordinary
expenses of the Authority.
Net Revenues: all sums realized from the operation of all or any part of the Project by
the Authority after deducting all necessary reasonable current costs of operation of the Project
incurred by the Authority determined in accordance with accepted accounting practice,
including, but without limitation, administrative expenses incurred solely with respect to the
operation of the Project; current maintenance and repairs necessary to maintain the Project in
adequate repair and operating condition; labor and the cost of material and supplies necessarily
used for such current operation, maintenance and repairs; insurance of the premises against risks
and in amounts for which insurance is usually carded by prudent owners of like properties,
including but not limited to insurance required by the Lease; insurance of the Authority and its
officers and employees against liability for damage to persons and property incurred in
connection with such operation, in amounts such as are usually carded by prudent operators of
similar enterprises, or in lesser amounts to which Authority's liability may be limited by law; and
charges for the accumulation of appropriate reserves for the payment of operating costs which
recur periodically but in varying amounts. The operating costs of the Project shall also include
the cost of any renewal, replacement or improvement of or additions to capital assets incurred by
the Authority to facilitate the lease, sale or other disposition of the Project after any termination
of the Lease. The operating costs of the Project shall not, however, include any allowance of
payment for depreciation; any portion of the salary or wages paid to any officer or employee of
the Authority, except such portion as represents reasonable compensation for the performance of
duties necessary exclusively for the operation of such Project, and not for other operations of the
Authority; or any liability incurred by the Authority or any officer or employee for damage to
persons or property, in excess of the amount of such liability compensated by insurance. The
Net Revenues from the operation of the Project constitute all of the revenues from time to time
received from the operation of the Project, including any improvements thereto, in excess of said
operating costs incurred and payable or to become payable within one month and any reasonable
reserve therefor. In addition Net Revenues shall include all sums realized from the sale of all or
1751546v2 3
any part of the Project after deducting all necessary reasonable costs of the sale incurred by the
Authority.
Official Statement: the Final Official Statement dated April __, 2005, prepared in
connection with the Bonds.
Outstanding: used as any particular time with reference to Bonds, means all Bonds
theretofore executed and delivered by the Authority under this Resolution except: (i) Bonds
theretofore canceled by the Authority or surrendered to the Authority for cancellation; (ii) Bonds
fully paid or otherwise discharged under Article Eight hereof; and (iii) Bonds in lieu of or in
substitution for which other Bonds shall have been executed and delivered by the Authority
pursuant to the terms of Section 2-6 pertaining to replacement of Bonds.
Paying Agent: the Treasurer of the Authority, or any duly appointed successor Paying
Agent or any bank designated pursuant to this Resolution as the agent of the Authority to receive
and disburse the principal and interest on the Bonds.
Prqject Acquisition Fund: the Project Acquisition Fund described in Section 5-1.
Purchaser: Northland Securities, Inc., in Minneapolis, Minnesota.
Representation Letter: means such letter of representations to DTC or other
documentation required by DTC as a condition to its acting as book-entry depository for the
Bonds together with any replacement thereof or amendment or supplement thereto (and
including any structured procedures or policies referenced therein or applicable thereto)
respecting the procedures and other matters relating to DTC's role as book-entry depository for
the Bonds.
Representative: the Chair of the Authority or the Mayor of the Lessee, or any other
person at any time designated to act on behalf of the Authority or the Lessee as the case may be,
as evidenced by a written certificate furnished to the other party containing a specimen signature
of such person and signed for the Authority by its Chair or for the Lessee by its Mayor.
Resolution: this resolution of the Authority. All references in this Resolution to
designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections
and subdivisions of this instrument as originally executed. The words "herein," "hereof' and
"hereunder" and other words of similar import refer to this Resolution as a whole not to any
particular Article, Section or subdivision.
1-2. Exhibits. The following Exhibit is attached to and by reference made a part of
this Resolution:
Exhibit A: legal description of the parcels of Land; and
Exhibit B: description of the Project.
1-3. Legal Authorization. The Authority is a body corporate and politic organized and
existing under the Issuer Power Act, and is authorized under said laws to initiate the Project
1751546v2 4
herein referred to, and to issue and sell bonds for that purpose in the manner and upon the terms
and conditions set forth in the Issuer Power Act, and in this Resolution.
1-4. Findings. The Authority has heretofore determined, and does hereby determine,
as follows:
(1) the Authority is authorized by the Issuer Powers Act to acquire the Land for the
.public purposes expressed in the Issues Powers Act, and to provide for the installation and
construction of the Project Equipment and the Project Improvements therefor and to lease, or as
for the Land sublease, the Project upon the terms set forth thereon;
(2) the Authority has made the necessary arrangements with the Lessee, for the
establishment within the City of a Project consisting of property to be used as two municipal
buildings, all as more fully described in the Lease and which will be of the character and
accomplish the purposes provided by the Issuer Powers Act; and the Authority has by this
Resolution authorized the Project and execution of the Lease, specifying the terms and
conditions of the acquisition, installation, improvement and construction of the Project and of the
leasing, or as for the Land subleasing, of the same to the Lessee;
(3) in authorizing the Project the Authority's purpose is, and in its judgment the effect
thereof will be, to promote the public welfare by providing publicly owned facilities required for
governmental services needed for: the attraction, encouragement and development of
economically sound industry so as to prevent, so far as possible, the emergence of blighted and
marginal lands and areas of chronic unemployment; the development of industry to use the
available resources of the community in order to retain the benefit of the community's existing
investment in educational and public service facilities and to halt the movement of talented,
educated personnel of mature age to other areas, thus preserving the economic and human
resources needed as a base for providing governmental services and facilities; the provision of
accessible employment opportunities for residents in the area; and the expansion of an adequate
tax base of the City to finance the increase in the amount and cost of governmental services,
including educational services for the School District of the City;
(4) the amount estimated to be necessary to finance the Cost of the Project will
require the issuance, sale and delivery of Bonds in the aggregate principal amount of
$10,000,000 as hereinafter provided;
(5) it is desirable, feasible and consistent with the objects and purposes of the Issuer
Powers Act to issue the Bonds, for the purpose of acquiring, constructing, improving and
installing the Project;
(6) the Bonds and the interest thereon do not constitute an indebtedness of the
Authority or the City within the meaning of any constitutional or statutory limitation and do not
constitute or give rise to a pecuniary liability or a charge against the general credit or taxing
powers of the Authority or the City and neither the faith and credit nor the taxing powers of the
Authority or the City is pledged for the payment of the Bonds or interest thereon; and
(7) the Purchaser has offered to purchase the Bonds in accordance with the terms and
conditions of this Resolution.
1751546v2 5
ARTICLE TWO
BONDS
2-1. Authorized Amount and Form of Bonds. Bonds issued pursuant to this
Resolution shall be in substantially the form set forth herein, with such appropriate variations,
omissions and insertions as are permitted or required by this Resolution, and in accordance with
the further provisions of this Article, and the total principal amount of Bonds that may be
outstanding hereunder is expressly limited to $10,000,000, unless Additional Bonds are
authorized as provided in Section 2-5 or duplicate Bonds are issued pursuant to Section 2-6.
The Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF PRIOR LAKE
PUBLIC PROJECT REVENUE BOND, SERIES 2005B
(CITY OF PRIOR LAKE, MINNESOTA LEASE WITH OPTION TO PURCHASE PROJECT)
R- $
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
DECEMBER 15, ~ MAY 15, 2005
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF PRIOR LAKE,
a public body corporate and politic and a political subdivision in the County of Scott and State of
Minnesota (the "Authority"), for value received, hereby promises to pay, but only from its 2005B
Public Project Revenue Bond Fund (the "Bond Fund"), to the registered owner specified above,
or registered assigns, in the manner hereinafter set forth, the principal amount specified above,
on the maturity date specified above, unless called for prepayment, and to pay interest thereon
semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date"),
commencing December 15, 2005, at the rate per annum specified above (calculated on the basis
of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided
for. This Bond will bear interest from the most recent Interest Payment Date to which interest
has been paid or, if no interest has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable upon presentation and surrender
hereof at the office of Treasurer of the Authority (the "Bond Registrar"), acting as paying agent,
or any successor paying agent duly appointed by the Authority pursuant to the terms of the Bond
Resolution hereinafter described. Interest on this Bond will be paid on each Interest Payment
1751546v2 6
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 Authority maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the first day of the calendar
month of such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
So long as this Bond is immobilized in global book-entry form registered in the name of
the nominee of DTC (as defined in the Bond Resolution) payments of principal of, premium, if
any, and interest on this Bond shall be made as provided in the Representation Letter, as defined
in the Bond Resolution and surrender of this Bond shall not be required for payment of the
redemption price upon a partial redemption of this Bond or for optional or mandatory purchases
of this Bond or portions thereof. Until termination of the book-entry only system pursuant to the
Bond Resolution, Bonds may be registered only in the name of DTC or its nominee, and
notwithstanding express provisions of this Bond providing other or contrary results, the
Representation Letter (which includes the applicable practices and procedures of DTC) shall
apply to this Bond.
Redemption. The Bonds of this issue maturing on December 15, 2014, and thereafter, are
subject to redemption and prepayment, in whole or in part, and if in part, of any maturity
designated by the Lessee and by lot within a maturity, and in integral multiples of principal
amount of $5,000, at the option of the Authority acting at the direction of the Lessee, on
December 15, 2013, and on any date thereafter at a redemption price equal to par plus accrued
interest. If (a) all or any part of the Project is lost, stolen, condemned, destroyed or damaged
beyond repair, (b) Lessee fails to notify the Authority of which course of action Lessee plans to
take as required under Section 6.6 of the Lease and (c) Lessee pays to the Authority a sum equal
to the Casualty Value of the Project under Section 6.6 of the Lease, on the first day of the month
next succeeding such payment before which month timely notice of redemption can be given
under Section 3-2 of the Bond Resolution, all Bonds shall be called for and are subject to
redemption and prepayment in whole and not in part, at a redemption price equal to par plus
accrued interest. If an Event of Default should occur and subsist under the Lease or if the Lease
should be terminated on account of a Non-appropriation pursuant to Section 4.2 of the Lease, all
Bonds then outstanding may, at the option of the Authority, become or be declared due and
payable before the stated maturity thereof, together with interest accrued thereon, all as provided
in the Bond Resolution.
Prior to the date on which any Bond or Bonds are directed by the Authority to be
redeemed in advance of maturity, the Authority will cause notice of the call thereof for
redemption identifying the Bonds to be redeemed to be mailed to the Paying Agent (if other than
the Authority) and all Bondholders, at the addresses shown on the Bond Register. All Bonds so
called for redemption will cease to bear interest on the specified redemption date, provided funds
for their redemption have been duly deposited.
1751546v2 7
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 Authority or Bond Registrar so requires, a written
instrument of transfer in form satisfactory to the Authority and Bond Registrar duly executed by
the Holder thereof or the Holder's attomey duly authorized in writing) and the Authority 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 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.
This Bond is one of an issue in the aggregate principal amount of $10,000,000, all of like
date of original issue and tenor, except as to number, interest rate, maturity, denomination and
redemption privilege, issued in accordance with an authorizing resolution (the "Bond
Resolution") duly adopted by the Authority, setting forth the terms upon which such Bonds are
issued and describing the security therefor, to which Bond Resolution reference is made for a full
description of such terms, conditions and security. The Bonds are issued by the Authority for the
purpose of financing a project consisting of the acquisition and construction of two municipal
buildings, improvements and equipment thereon (the "Project") pursuant to Minnesota Statutes,
Sections 469.001 through 469.047 and 469.090 through 469.1082, including the payment of all
expenses incidental thereto, and the leasing of the Project under the provisions of a Lease With
Option to Purchase Agreement, dated May 15, 2005 (the "Lease"), between the Authority and the
City of Prior Lake, Minnesota (the "Lessee").
The Bonds are equally and ratably secured by the Bond Resolution, and reference is
made to the Lease, Bond Resolution and amendments thereto for a description of the revenues
pledged to secure the payment of the Bonds, the nature and extent of the security thereby created,
the rights of the registered owners of the Bonds, the rights, duties, immunities and obligations of
the Authority and the rights, duties and obligations of the Lessee. The obligation of the Lessee
under the Lease to make Rental Payments (as defined in the Lease) sufficient to pay the principal
of and interest on the Bonds when due is a binding and enforceable obligation of the Lessee, but
is subject to a right to terminate the Lease at the end of any fiscal year during its term, as more
fully provided in the Lease.
This Bond and the issue of which is forms a part, are issued pursuant to and in full
compliance with the Constitution and laws of the State of Minnesota, and pursuant to the Bond
Resolution, which authorized the Project and the issuance of the Bonds as special obligations
payable solely from Rental Payments. Rental Payments are to be paid to the Authority and
credited to the Bond Fund as a special trust fund account created by the Authority and have been
and are hereby pledged for that purpose. No Additional Bonds payable from the Bond Fund may
1751546v2 8
be issued on a parity with the Bonds except as provided in the Bond Resolution. The Bonds do
not constitute an indebtedness of the Authority or the Lessee within the meaning of any
constitutional provision or statutory limitation and do not constitute nor give rise to a pecuniary
liability or moral obligation of the Authority or the Lessee or, to the extent permitted by law, any
of their respective officers, employees and agents, nor a charge against their general credit or
taxing powers of the Authority or the Lessee; and neither the full faith and credit nor the taxing
powers of the Authority or the Lessee is pledged for the payment of the Bonds or interest
thereon.
No Holder of any Bond issued under the Bond Resolution shall have the right to institute
any proceedings, judicial or otherwise, for the enforcement of the covenants therein contained
without the written concurrence of the Holders of not less than twenty-five percent (25%) in
aggregate principal amount of such Bonds which are at that time outstanding, but the Holders of
such principal amount of Bonds may, either at law or in equity, by suit, action, mandamus,
application for appointment of a receiver or other proceeding, protect and enforce the fights of all
Holders of such Bonds, and may enforce the performance of all covenants and duties of the
Authority and its officials as set forth in the Bond Resolution, including, but not limited to, the
collection and proper segregation and application of all funds described in the Bond Resolution.
The Holders of fifty-one percent (51%) in principal amount of such outstanding Bonds shall have
the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Holders and for the exercise of any power conferred on them, and the right to
waive a default in the performance of any such covenant, and its consequences, except a default
in the payment of the principal of or interest on any Bond when due or required to be redeemed.
However, nothing herein shall impair the absolute and unconditional right of the Holder of each
such Bond to receive payment of the principal thereof and interest thereon at the times, in the
manner and from the sources provided in the Bond Resolution, and to institute suit for the
enforcement of any such payment.
This Bond has been designated by the Authority as a "qualified tax-exempt obligation"
for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Authority has duly
created the Bond Fund and has pledged and appropriated thereto certain rentals from the Project
referred to in the Lease hereinafter defined; that it will promptly give all notices and do all other
acts and things required under the terms of the Lease for the performance of its obligations and
for the enforcement of all obligations of the Lessee and for the collection of all rentals when due;
that this Bond is secured by a pledge of and first lien upon the rentals from the Project as more
fully provided in the Bond Resolution authorizing the Bonds and the Lease, and no additional
revenue bonds or other obligations will be issued and made payable from such rentals and Net
Revenues on a parity herewith except as specifically provided in the Bond Resolution; that all
acts, conditions and things required by the Constitution and laws of the State of Minnesota to be
done, to exist, to happen and to be performed in order to make this Bond a valid and binding
special obligation of the Authority according to its terms have been done, do exist, have
happened and have been performed in regular and due form, time and manner as so required; and
that the issuance of this Bond does not cause the special or general indebtedness of the Authority
to exceed any constitutional or statutory limitation.
1751546v2 9
IN WITNESS WHEREOF, the Economic Development Authority of the City of Prior
Lake, Minnesota, has caused this Bond to be executed on its behalf by the facsimile signatures of
its Chair and Executive Director, the seal of the Authority having been intentionally omitted as
permitted by law, all as of the Date of Original Issue specified above.
Date of Registration:
Registrable by:
TREASURER OF THE
ECONOMIC DEVELOPMENT
AUTHORITY OF THE CITY OF
PRIOR LAKE
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
TREASURER OF THE ECONOMIC
DEVELOPMENT AUTHORITY OF
THE CITY OF PRIOR LAKE
Prior Lake, Minnesota
Bond Registrar
By:
Treasurer
Payable at:
OFFICE OF THE TREASURER
OF THE ECONOMIC
DEVELOPMENT AUTHORITY
OF THE CITY OF PRIOR LAKE
ECONOMIC DEVELOPMENT AUTHORITY OF,
THE CITY OF PRIOR LAKE,
SCOTT COUNTY, MINNESOTA
/s/ Facsimile
Chair
/s/ Facsimile
Executive Director
1751546v2 10
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 -
UTMA -
as tenants in common
as tenants by entireties
as joint tenants with right of survivorship and not as tenants in common
as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint attorney to transfer the Bond
on the books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the within
Bond in every particular, without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
1751546v2 1 1
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Authorized Signature
Date Amount of Holder
1751546v2 12
2-2. Initial Issue. The Bonds initially issued, in the aggregate principal amount of
$10,000,000, shall be dated May 15, 2005, as the original issue date, shall be in the denomination
of $5,000 each, or any integral multiple thereof (as requested by the Purchaser), and numbered
consecutively from R-1 upwards and shall mature in order of bond numbers on December 15 in
the years and amounts set forth below, with Bonds maturing in such years and amounts beating
interest from the original issue date until paid or discharged as herein provided at the annual rate
set forth opposite such years and amounts, respectively:
Year Amount Rate Year Amount Rate
2006 $100,000 2.60% 2018 $400,000 4.45%
2007 130,000 2.90 2019 420,000 4.50
2008 150,000 3.15 2020 460,000 4.55
2009 160,000 3.30 2021 500,000 4.60
2010 190,000 3.45 2022 530,000 4.70
2011 210,000 3.65 2023 575,000 4.75
2012 230,000 3.80 2024 615,000 4.75
2013 250,000 3.90 2025 660,000 4.75
2014 280,000 4.00 2026 705,000 4.90
2015 310,000 4.15 2027 755,000 4.90
2016 330,000 4.25 2028 810,000 4.90
2017 360,000 4.35 2029 870,000 4.90
The Bonds shall be subject to redemption and prior payment at the times and prices and
in the amounts and manner provided in Article Three. Interest on the Bonds shall be payable
semiannually on June 15 and December 15 of each year, commencing December 15, 2005, until
the Bonds are fully paid or discharged. Both principal and interest shall be payable by check or
draft mailed to the Holder of such Bonds by the Bond Registrar at the last address thereof as
shown on the Bond Register on the 1 st day of the calendar month of the interest payment date
(whether or not a Business Day), or, if on any interest payment date there are insufficient funds
to pay in full the interest then due on the Bonds, to the Holder as of a special record date
established by the Authority.
2-3. Execution and Authentication.
(1) The Bonds shall be executed in the name of the Authority by the manual or
facsimile signatures of the Chair and the Executive Director of the Authority, and said signatures
shall be authenticated by the manually executed signature of the Authenticating Agent. In the
event of the disability or resignation or other absence of either such officer, the Bond may be
signed by the manual or facsimile signature, as the case may be, of that officer who under the
bylaws of the Authority may act in behalf of such absent or disabled officer. In case any officer
whose signature shall appear on the Bonds shall cease to be such officer before delivery of the
Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the
same as if the officer had remained in office until delivery. The official seal of the Authority
shall be omitted from the Bonds, as permitted by law.
1751546v2 13
(2) No Bond shall be valid or obligatory for any purpose or shall be entitled to any
right or benefit hereunder unless a Certificate of Authentication on such Bond, substantially in
the form hereinbefore set forth in the Form of Bonds. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that the Bond so authenticated has been
duly issued under this Resolution.
2-4. Delivery of Initial Issue. After delivery of the Bonds, there shall be filed with the
Executive Director of the Authority the following items:
(1) a fully executed original of the Lease;
(2) a fully executed original of the Ground Lease;
(3) the manually signed opinion of Bond Counsel relating to the legality and tax
exempt status of the Bonds issued pursuant to this Resolution; and
(4)
such other documents as Bond Counsel shall furnish the Authority for its files.
2-5. Issuance of Additional Bonds. After the delivery of Bonds, the Authority and the
Lessee may from time to time, upon the conditions stated in this Section, agree upon and approve
the issuance and delivery of Additional Bonds to complete or improve the Project, including the
refunding of any Bonds, payable equally and ratably from the revenues of the Project pledged
and appropriated hereunder with the Bonds of the initial issue, but beating such date or dates and
interest rate or rates and with such maturities and redemption dates and premiums as may be
agreed upon. Every series of such Additional Bonds shall be authorized by an amendment to the
Lease and a supplemental bond resolution, establishing the terms thereof, providing for any
additional facilities to be financed by the Additional Bonds as part of the Project, and providing
for additional rents sufficient to pay the interest when due for such Additional Bonds, and to pay
and redeem all such Additional Bonds at or before maturity as provided in such supplemental
resolution. Each series of such Additional Bonds shall be executed, authenticated and delivered
as provided in this Article Two upon filing with the Authority original executed counterparts of
the supplemental resolution and the amendment to the Lease, together with such additional
certificates, opinions and other documents described in Section 2-4 as Bond Counsel determines
to be applicable. No such Additional Bonds, however, shall be issued unless the following
conditions are met:
(1) The Lease shall be in effect, and no "event of default", as such term is defined in
the Lease, shall exist thereunder; and
(2) The Authority shall have been fumished an opinion of Bond Counsel to the effect
that the issuance of the Additional Bonds will not impair the tax exempt status of the interest on
the Bonds; and
(3) There shall have been furnished to the Authority a supplement to the Lease
providing for additional payments of Lease Payments sufficient to pay the principal of and
interest on the Additional Bonds when due; and
1751546v2 14
(4) There shall have been furnished to the Authority a certificate of a Lessee
Representative to the effect that the proceeds of the Additional Bonds, together with any
additional funds supplied or to be supplied by the Lessee will be sufficient to complete the
Project, the cost of the improvement or the cost of the refunding, as the case may be.
2-6. Mutilated, Lost or Destroyed Bonds. In case any Bond issued hereunder shall
become mutilated or be destroyed or lost, the Authority shall, if not then prohibited by law, cause
to be executed and delivered, a new Bond of like amount, number, maturity date and tenor in
exchange and substitution for and upon cancellation of such mutilated Bond if any, or in lieu of
and in substitution for such Bond, if any, destroyed or lost upon the Holder's or owners paying
the reasonable expenses and charges of the Authority in connection therewith, and in case of a
Bond destroyed or lost, the filing with the Authority of evidence satisfactory to the Authority that
the Bond, if any, were destroyed or lost, and of the ownership thereof, and furnishing the
Authority with indemnity satisfactory to it. If the mutilated, destroyed or lost Bond has already
matured or been called for redemption in accordance with its terms it shall not be necessary to
issue a new Bond prior to payment.
2-7. Ownership of Bonds. The Authority and Paying Agent may deem and treat the
Holder of any Bond whether or not the Bond shall be overdue, as the absolute owner of the Bond
for the purpose of receiving payment thereof and for all other purposes whatsoever, and the
Authority shall not be affected by any notice to the contrary.
2-8. Delivery of Temporary Bond. In order to facilitate timely delivery of the Bonds,
the Purchaser may elect with respect to the Bonds to receive in lieu of the definitive Bonds, as
set forth in Section 2-2, a single Bond payable to the Purchaser with installments of principal and
interest due as provided for the Bonds; and such single Bond shall upon request of the Purchaser
and the printing of the appropriate definitive Bonds be exchanged therefor and canceled.
2-9. Registration, Transfer and Exchange of Bonds.
(1) The Authority will cause to be kept at the office of the Bond Registrar a Bond
Register in which, subject to such reasonable regulations as the Bond Registrar may prescribe,
the Authority shall provide for the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
(2) Upon surrender for transfer of any Bond at the office of the Bond Registrar, the
Authority shall execute, and the Authenticating Agent shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Bonds of any denomination or
denominations of $5,000 or any integral multiple thereof of a like aggregate principal amount,
having the same stated maturity and interest rate, as requested by the transferor.
(3) All Bonds surrendered upon any transfer provided for in this Bond Resolution
shall be promptly canceled by the Bond Registrar and thereafter disposed of a directed by the
Authority.
(4) All Bonds delivered in exchange for or upon transfer shall be valid special
obligations of the Authority evidencing the same debt, and entitled to the same benefits under
this Bond Resolution, as the Bonds surrendered for such exchange or transfer.
1751546v2 15
(5) Every Bond presented or surrendered for transfer shall (if so required by the
Authority) be duly endorsed or be accompanied by a written instrument of transfer, in form
satisfactory to the Authority and the Bond Registrar, duly executed by the Holder thereof or the
Holder's attorney duly authorized in writing.
(6) No service charge shall be made to the Holder for any transfer, but the Authority
may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any transfer or exchange of Bonds, other than exchanges
expressly provided in this Bond Resolution to be made without expense or without charge to
Bondholder, and the cost of printing any new Bonds.
(7) The Authority and the Bond Registrar shall not be required (i) to transfer or
exchange any Bond for a period of 15 days next preceding any interest payment date, or (ii) to
transfer or exchange any Bond called or being called for redemption in whole or in part.
2-10. Interest Rights Preserved; Dating of Registered Bonds. Each Bond delivered
upon transfer of any other Bond shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Bond, and each such Bond shall be so dated, that
neither gain nor loss in interest shall result from such transfer.
Each Bond shall be dated by the Bond Registrar as of the last interest payment date
preceding the date of authentication to which the Bond has been paid or made available for
payment, unless the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond shall be dated as of the date of
authentication.
2-11. Other Revenue Bonds. Nothing contained herein shall however prevent the
issuance by the Authority at the request of the Lessee of other bonds without consent of the
Bondholders for any of the purposes authorized under the Act, including any improvement to the
Project, payable from revenues furnished by the Lessee but not pledged and appropriated to the
Bond Fund whether or not the obligation of the Lessee to make such payments is secured by
tangible property or other collateral (except for the Project and revenues derived by the Authority
therefrom under the Bond Resolution), so long as such other bonds are in no way secured by any
of the provisions of the Bond Resolution and an effect thereof would not be to subject the
interest payable on the Bonds and any Additional Bonds to federal or state income taxes.
2-12. Book-Entry Only System. DTC will act as securities depository for the Bonds.
The Bonds shall be issued in the form of a separate single fully registered bond for each separate
maturity of the Bonds. Upon initial issuance the ownership of the Bonds shall be registered in
the Bond Register in the name of Cede & Co., as the nominee of DTC.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the Authority, the Lessee nor the Bond Registrar shall have any
responsibility or obligation to any DTC Participant or to any Beneficial Owner. Without limiting
the immediately preceding sentence, neither the Authority, nor the Bond Registrar shall have any
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.,
or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
1751546v2 16
any DTC Participant, any Beneficial Owner or any other person, other than DTC, of any notice
with respect to the Bonds, including any notice of redemption, (iii) the payment to any DTC
Participant, any Beneficial Owner or any other person, other than DTC, of any amount with
respect to the principal of or premium, if any, or interest on the Bonds, or (iv) the failure of DTC
to provide any information or notification on behalf of any DTC Participant or Beneficial Owner.
The Authority and the Bond Registrar may treat as and deem DTC to be the absolute
owner of each Bond for the purpose of payment of the principal of and premium, if any, and
interest on the Bond, for the purpose of giving notices of redemption and other matters with
respect to the Bond, for the purpose of registering transfers with respect to the Bonds, and for all
other purposes whatsoever (except for the giving of certain Bondholder consents). The Bond
Registrar shall pay all principal of and premium, if any, and interest on the Bonds only to or
upon the order of the Bondholders as shown on the Bond Register, and all such payments shall
be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so
paid.
Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the transfer
provisions in Section 2-9 hereof, references to "Cede & Co." in this Section shall refer to such
new nominee of DTC.
Notwithstanding the provisions of this Resolution to the contrary (including without
limitation surrender of Bonds, registration thereof, and Authorized Denominations), as long as
the Bonds are in book-entry form, full effect shall be given to the Representation Letter and the
procedures and practices of DTC thereunder.
2-13. Termination of Book-Entry Only System. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving written notice to the
Authority and discharging its responsibilities with respect thereto under applicable law. The
Authority may terminate the services of DTC with respect to the Bonds if it determines that DTC
is no longer able to carry out its functions as security depository as contemplated herein.
Upon the termination of the services of DTC as provided in the preceding paragraph, the
Authority shall take all reasonable and diligent steps as may be necessary to find an alternate
book-entry depository, but if (and only if) no such substitute securities depository willing to
undertake the functions of DTC hereunder can be found which, in the opinion of the Authority, is
willing and able to undertake such functions upon reasonable or customary terms, then the Bonds
shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co.,
as nominee of DTC, but may be registered in whatever name or names the Bondholders shall
designate at that time, in accordance with Section 2-9. To the extent that the Beneficial Owners
are designated as the transferee by the Bondholders, in accordance with Section 2-9 the Bonds
will be delivered in appropriate form, content and Authorized Denomination to the Beneficial
Owners.
1751546v2 1 7
Notwithstanding any other provision of this Resolution to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, 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, to DTC as provided in the Representation
Letter.
1751546v2 18
ARTICLE THREE
REDEMPTION OF BONDS BEFORE MATURITY
3-1. Redemption.
(1) Redemption of Bonds. The Bonds maturing on or after December 15, 2014, shall
be subject to redemption and prepayment, at the option of the Authority acting at the direction of
the Lessee, on December 15, 2013, and on any date thereafter at a redemption price equal to par
plus accrued interest to date of redemption. Redemption may be in whole or in part, and if in
part, the Authority shall determine the amount of Bonds of each maturity to be prepaid; and if
only part of the Bonds having a common maturity date are called for prepayment, the Bonds of
that maturity shall be chosen randomly by the Bond Registrar.
(2) Extraordinary Redemption of Bonds. If(a) all or any part of the Project is lost,
stolen, condenmed, destroyed or damaged beyond repair, (b) Lessee fails to notify ~he Authority
of which course of action Lessee plans to take as required under Section 6-6 of the Lease and (c)
Lessee pays to the Authority a sum equal to the Casualty Value of the Project under Section 6.6
of the Lease, on the first day of the month next succeeding such payment before which month
timely notice of redemption can be given under Section 3-2, all Bonds shall be called for and are
subject to redemption and prepayment in a whole and not in part, at a redemption price equal to
par plus accrued interest thereon to the redemption date.
(3) Except as provided in this Section or in Section 4-13, the Bonds shall not be
subject to redemption prior to their stated maturity date.
3-2. Notice of Redemption. Notice of the call for any redemption pursuant to Section
3-1 shall be mailed by the Authority but at the expense of the Lessee, at least 30 days but not
more than 60 days prior to the redemption date, to the Paying Agent (if other than the Authority)
and to the Bondholders, at the addresses shown on the Bond Register. Each such notice shall
refer to the Bonds to be redeemed by their numbers and maturities and the date on which and the
place where they shall be presented for redemption. On or before the date fixed for redemption,
funds sufficient to redeem such Bonds, including accrued interest thereon to the redemption date,
shall be deposited with the Paying Agent. The Bonds thus called shall not, on or after the
specified redemption date, bear interest.
3-3. Procedure for Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to
each Bond having a common maturity date a distinctive number for each $5,000 of the principal
amount of such Bond. The Bond Registrar shall then select by lot, using such method of
selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as
many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to
be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of each the Bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
1751546v2 19
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 Authority or Bond Registrar so requires, a written instrument or
transfer in form satisfactory to the Authority and Bond Registrar duly executed by the Holder
thereof or the Holder's attorney duly authorized in writing) and the Authority shall execute (if
necessary) and the Bond Registrar shall deliver to the Holder of the Bond, without service
charge, a new [Iond or lgonds having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by the Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
3-4. Cancellation. All Bonds which have been redeemed shall be canceled by the
Authority and shall not be reissued.
1751546v2 20
ARTICLE FOUR
GENERAL COVENANTS
4-1. Payment of Principal and Interest. The Authority covenants that it will promptly
pay or cause to be paid the principal of and interest on every Bond issued under this Resolution
at the place, on the dates and in the manner provided herein and in the Bonds, according to the
terms thereof. The principal and interest are payable solely from revenues derived from the
Project (including certain Bond proceeds and other sums appropriated to the Bond Fund), which
revenues are hereby specifically assigned and pledged as a first and prior lien to the payment
thereof for the benefit of the Holders of all Bonds and interest and any premium thereon in the
manner and to the extent herein specified, and nothing in the Bonds or in this Resolution shall be
considered as assigning or pledging any other funds or assets of the Authority. All sums held in
the Bond Fund pursuant to this Resolution shall to the extent permitted by law be deemed
property of the Holders of all Bonds, held in trust for them and subject to the terms and
conditions of this Resolution, including the pledge thereof to the payment of the Bonds and
interest and any premium thereon.
4-2. Performance of and Authority for Covenants. The Authority covenants that it will
faithfully perform at all times any and all covenants, undertakings, stipulations and provisions
contained in this Resolution, in any and every Bond executed, authenticated and delivered
hereunder and in all proceedings of its governing body pertaining thereto; that it is duly
authorized under the Constitution and laws of the State of Minnesota including particularly and
without limitation the Act, to issue the Bonds authorized hereby and to assign and pledge the
revenues in the manner and to the extent herein set forth; that all action on its part for the
issuance of the Bonds and for the execution and delivery thereof has been duly and effectively
taken; and that the Bonds in the hands of the Holders thereof are and will be valid and
enforceable special obligations of the Authority according to the terms thereof.
4-3. Title and Instruments of Further Assurance. The Authority covenants that it has
not made, done, executed or suffered, and will not make, do, execute or suffer, any act or thing
whereby its leasehold estate or interest in and title to the Project or any part thereof is now or at
any time hereafter shall or may be impaired or charged or encumbered in any manner whatsoever
except by Permitted Encumbrances.
4-4. Taxes, Assessments and Charges. The Authority covenants that it will promptly
pay, or cause to be paid, but solely from revenues derived from the Project including payments
required to be made under the Lease, all lawful taxes, assessments and governmental charges at
any time levied or assessed upon or against the Project, or any part thereof; provided, however,
that nothing contained in this Section shall require the payment of any such taxes, assessments or
charges so long as the validity thereof is being contested in good faith and by appropriate legal
proceedings.
4-5. Maintenance and Repair. The Authority covenants that it will at all times, but
solely from revenues derived from the Project including payments required to be made under the
1751546v2 2 1
Lease, maintain, preserve and keep in good condition, repair and working order the Project or
cause the same to occur.
4-6. Recording and Filing. The Authority covenants that, at the expense of the Lessee,
it will cause the Lease or a memorandum of lease and all supplements thereto, and all related
financing statements, to be kept, recorded and filed in such manner and in such places as may be
required by law in order to preserve and protect fully the security of the Holders and owners of
the Bonds and the rights of Authority hereunder, and will cause rerecording and refiling of the
Lease, each financing statement and each supplement thereto as is necessary to maintain,
preserve and protect the validity of the Lease and the security of the Holders of the Bonds.
4-7. Books and Records. The Authority covenants that, at the expense of the Lessee,
so long as any Bonds issued hereunder shall be Outstanding and unpaid the Authority will keep,
or cause to be kept, proper books of record and account, in which full, true and correct entries
will be made of all its financial dealings or transactions of and in relation to the Project and the
revenues derived by the Authority therefrom. Such books and records shall be open to
inspection and copying at all reasonable times by the Holder of any Bond or the Holder's agent
or attorney. The Authority will cause said books and records to be audited annually by an
Independent Accountant, within 150 days after the close of each fiscal year, and will upon
request furnish a copy of such audit without cost to the original purchasers of any issue of Bonds
or Additional Bonds.
4-8. Names of Bondholders. At reasonable times and under reasonable regulations
established by the Authority, the Bond Register may be inspected and copied by Holders (or a
designated representative thereof) of ten percent (10%) or more in principal amount of Bonds
then Outstanding hereunder, such authority of any designated representative to be evidenced to
the satisfaction of the Authority.
4-9. Nature of Security. Under the provisions of the Act, the Bonds may not be
payable from or be a charge upon any funds of the Authority other than the revenues pledged to
the payment thereof, nor shall the Authority be subject to any liability thereon, nor shall the
Bonds otherwise contribute or give rise to a pecuniary liability of the Authority or the Lessee or,
to the extent permitted by law, any of their respective officers, employees and agents. No Holder
or Holders of the Bonds shall ever have the right to compel any exercise of the taxing power of
the Authority or the Lessee to pay any Bonds or the interest thereon, or to enforce payment
thereof against any property of the Authority other than the revenues derived from the Project.
The Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any
property of the Authority or the Lessee other than the revenues derived from the Project, and no
Bond shall constitute a debt of the Authority or the Lessee within the meaning of any
constitutional or statutory limitation; but nothing in the Act impairs the rights of Holders of
Bonds issued under this Resolution to enforce the covenants made for the security thereof as
provided in this Resolution and in the Act, and by authority of the Act the Authority has made
the covenants and agreements herein for the equal and proportionate benefit of all Holders of the
Bonds in the manner and to the extent permitted in Section 5-5.
4-10. Disposition of Pledged Funds. The Authority covenants that it will cause Lease
Payments and all other revenues pledged to the payment of the Bonds to be accounted for and
1751546v2 22
expended only as prescribed in this Resolution, and will at all times maintain complete and
accurate books of record and account showing all receipts and expenditures thereof and the
segregation of such rentals and other sums in the funds herein provided, and will at no time loan,
invest, use or apply such funds in any manner or for any purpose other than as specifically
prescribed and permitted in this Resolution.
4-11. Enforcement of Covenants. Subject to the provisions in Section 4-15:
(1) The Authority agrees to enforce all covenants and obligations of the Lessee under
the Lease and to that end exercise all of the Authority's fights in connection therewith, to the
extent and in the manner that the Authority reasonably determines is prudent and necessary to
assure performance of such covenants and obligations and to protect the interests of the
Bondholders; provided however that the Authority shall have the right, with or without
Bondholders consent at its sole discretion, to waive a default in the performance of any such
covenant or obligation, and its consequences, to the extent and in the manner provided in Section
4-11(3).
(2) No Holder of any Bond issued under this Resolution shall have the fight to
institute any proceeding, judicial or otherwise, for the enforcement of the covenants herein
contained, without the written concurrence of the Holders of not less than twenty-five percent
(25%) in aggregate principal amount of Outstanding Bonds but the Holders of this principal
amount of Bonds may, either at law or in equity, by suit, action, mandamus, application for
appointment of a receiver or other proceeding, protect and enforce the fights of all Holders of the
Bonds, and may enforce the performance of all covenants and duties of the Authority and its
officials as set forth in this Resolution, including but not limited to the collection and proper
segregation and application of all funds herein described. The Holders of not less than fifty-one
percent (51%) in aggregate principal amount of Outstanding Bonds shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the
Bondholders and for the exercise of any power conferred on them, and the fight to waive a
default in the performance of any such covenant, and its consequences, except a default in the
payment of the principal of or interest on any Bond when due or required to be redeemed.
However, nothing herein shall impair the absolute and unconditional right of the Holder of each
Bond to receive payment of the principal thereof and interest thereon at the times provided in this
Resolution, and to institute suit for the enforcement of any such payment except to the extent that
the Authority shall have the fight to accelerate payment of the Bonds as provided in Section
4-13.
(3) The Authority may in its discretion waive any Event of Default under the Lease
and its consequences and rescind any declaration of maturity of principal under Section 4-13,
and shall do so upon written request of the Holders of (i) fifty-one percent (51%) in aggregate
principal amount of all the Bonds Outstanding in respect of which default in the payment of
principal and/or interest exists, or (ii) fifty-one percent (51%) in aggregate principal amount of
all the Bonds then Outstanding in the case of any other Event of Default; provided, however, that
there shall not be waived any Event of Default in the payment of Lease Payments, unless prior to
such waiver or rescission (a) all arrears of Lease Payments with interest equal to at least the
amount by which such Lease Payments is less than total amount of unpaid debt service due on
the Bonds and (b) all expenses of the Authority and Paying Agent (if other than the Authority),
1751546v2 23
in connection with such default shall have been paid or provided for and in case of any such
waiver or rescission or in case any proceeding taken by the Authority on account of any such
default shall have been discontinued or abandoned or determined adversely then and in every
such case the Authority and the Bondholders shall be restored to their former positions and rights
hereunder respectively, but no such waiver or rescission shall extend to any subsequent or other
Event of Default, or impair any right consequent thereon.
(4) If an Event of Default should occur under the Lease, all moneys received by the
Authority pursuant to any right given or action taken under the provisions of this Section or the
Lease shall, after payment of the cost and expenses of the proceedings resulting in the collection
of such moneys and of the expenses, liabilities and advances incurred or made by the Authority
in connection therewith and any other sums due the Authority under the Lease (other than any
interest due on delinquent Lease Payments), be deposited in the Bond Fund or the Project
Acquisition Fund, as appropriate.
(5) The Authority and any Paying Agent (if other than the Authority) shall be entitled
to payment and/or reimbursement for all advances, counsel fees and other expenses reasonably
and necessarily made or incurred in and about the execution of the trusts created by this
Resolution and in and about the exercise and performance of the powers and duties of the
Authority hereunder and for the reasonable and necessary costs and expenses incurred in
defending any liability in the premises of any character whatsoever (unless such liability is
adjudicated to have resulted from the negligence or willful default of the Authority). The Paying
Agent (if other than the Authority) shall also be entitled to a reasonable fee for services
hereunder. In this regard the Authority has made provisions in the Lease for the payment of said
fees, advances, counsel fees, costs and expenses and reference is hereby made to said Lease for
the provisions so made. Upon an Event of Default under the Lease, but only upon such an Event
of Default and failure of Lessee to make timely payments under the Lease, the Authority shall
have a lien with fight of payment prior to the lien herein created for the benefit of the
Bondholders on all revenues derived from the Project by the Authority including Lease
Payments for said fees, advances, counsel fees, costs and expenses incurred by it.
(6) The Authority shall give to the Holders of the Bonds notice of any Event of
Default under the Lease known to the Authority or termination of the Lease under Section 4.1 of
the Lease, within ninety (90) days after such event unless such default shall have been cured
before the giving of such notice; provided that such notice shall be given within ten (10) days if
the event is either (i) a failure to pay when due any Lease Payments and to cure the same before
giving such notice or (ii) termination of the Lease under Section 4.1 thereof; and provided further
that, except in the case of default in the payment of Lease Payments or termination of the Lease
under Section 4.1 thereof, the Authority shall be protected in withholding such notice if and so
long as the governing body of the Authority or its chief executive officer in good faith
determines that the withholding of such notice is in the interest of the Bondholders.
4-12. Covenant to Lease, Sell and Operate. Subject to the provisions of Section 4-14,
the Authority agrees that if an Event of Default occurs under the Lease or Lessee terminates the
Lease under Section 4-1 thereof, the Authority will use its best efforts while any Bonds remain
Outstanding to lease or operate the Project to provide Net Revenues sufficient to pay the
principal, interest and call premium, if any, on the Bonds and in the event of sale, to obtain the
17S1546v2 24
best price obtainable so that to the extent the Authority determines it reasonably possible all of
the Bonds and the interest thereon are paid in full. This covenant, to the extent that it may
obligate the Authority to re-lease or sell the Project for the benefit of the Bondholders, may be
enforced against the Authority only to the extent that at such time the Authority is permitted by
law to sell the property or to the extent that any consent required for re-leasing the property has
been given.
4-13. Acceleration. Subject to the provisions in Section 4-14, upon the occurrence of
an Event of Default under the Lease or termination of the Lease on account of a Non-
appropriation under Section 4-1 of the Lease, the Authority may, and upon the written request of
the Holders of not less than fifty-one (51%) percent in aggregate principal amount of
Outstanding Bonds shall, by notice in writing delivered to the Lessee, declare the principal of all
Bonds then Outstanding and the interest accrued thereon immediately due and payable, and such
principal and interest shall thereupon become and be immediately due and payable. The
Authority shall promptly give mailed notice of acceleration to the Bondholders.
4-14. Tax Exempt Status of Bonds; Designation of Qualified Tax-Exempt Obligations.
The Authority shall not knowingly take, nor fact to take, any action the effect of which would be
to impair the tax exempt status of the Bonds.
In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of
Section 265(b)(3) of the Code, the Authority hereby makes the following factual statements and
representations:
(1) the Bonds are issued after August 7, 1986;
(2) the Bonds are not "private activity bonds" as defined in Section 141 of the Code,
treating "qualified 501(c)(3) bonds as not being private activity bonds;
(3) the Authority hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(4) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501 (c)(3) bonds as not being private activity bonds) which will
be issued by the Authority (and all entities treated as one issuer with the Authority, and all
subordinate entities whose obligations are treated as issued by the Authority) during this calendar
year 2005 will not exceed $10,000,000;
(5) not more than $10,000,000 of obligations issued by the Authority during this
calendar year 2005 have been designated for purposes of Section 265(b)(3) of the Code.
The Authority shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designation made by this Section.
4-15. Conditions to Authority Action. Before taking any specific action under Sections
4-11, 4-12, 4-13, or 4-14 or the last paragraph in Section 5-5, the Authority may at its sole
discretion:
1751546v2 25
(1) Require that it be furnished an indemnity bond satisfactory to it for the
reimbursement of all expenses to which it may be put and to protect it against all liability, except
liability which is adjudicated to have resulted from the negligence or willful default of the
Authority;
(2) Act upon the opinion or advice of any Independent Counsel, Independent
Engineer or Independent Accountant selected by the Authority in the exercise of reasonable care,
or upon the direction of the Holders of a fifty-one percent (51%) in aggregate principal amount
of Outstanding Bonds; and the Authority shall not be responsible for any loss or damage
resulting from any action or nonaction taken in good faith in reliance upon such opinion or
advice or Bondholder direction; and
(3) Require the consent to the action of the Holders of not less than fifty-one percent
(51%) in principal amount of Outstanding Bonds.
1751546v2 26
ARTICLE FIVE
FUNDS AND ACCOUNTS
5-1. Deposit of Bond Proceeds. The Authority shall deposit, or shall direct the
Purchaser to deposit, with the Lessee all of the net proceeds of the sale of the Bonds (including
accrued interest thereon paid by the purchaser; less capitalized interest, any unused discount, if
any) for deposit in the Project Acquisition Fund as provided in Section 3.1 of the Lease.
5-2. Bond Fund. The Authority hereby establishes and shall maintain, so long as any
of the Bonds are Outstanding, a separate trust account for the benefit of the Bondholders to be
designated "2005B Public Project Revenue Bonds Bond Fund" (herein called the "Bond Fund")
into which the following deposits shall be made:
(1) All payments by the Lessee as Lease Payments under the Lease or any Purchase
Option Price (unless held in escrow to discharge Bonds under Article Eight hereof).
(2) All other moneys received by the Authority from the Lessee when accompanied
by directions of the Lessee that such moneys are to be paid into the Bond Fund or used for
purposes for which moneys in the Bond Fund may be used. If the Lessee so directs, such monies
shall be credited against Lease Payments due or to become due.
(3) If the Lease is terminated, all Net Revenues derived from the Project.
(4) All other moneys required to be deposited in the Bond Fund pursuant to any
provision of this Resolution or the Lease.
The moneys and investments in the Bond Fund are irrevocably pledged to and shall be
used by the Authority, from time to time, to the extent required, for the payment of principal of,
and interest and any premium on the Bonds as more fully provided in Section 5-5 hereof; and
shall be used for no other purpose, provided that the Authority may use sums in the Bond Fund
to be used to pay principal on Bonds of a particular maturity (and interest thereon) to instead
purchase the Bonds at a price not to exceed par and accrued interest.
5-3. Deposit of Funds with Paying Agent. The Authority shall transfer and remit sums
from the Bond Fund to the Paying Agent in advance of each interest and principal due date and
redemption date, from the balance then on hand in the Bond Fund, sufficient to pay all principal,
interest and redemption premiums then due on Bonds. The Paying Agent shall hold in trust for
the Holders of such Bonds representing such interest all sums so transferred to it until paid to
such Holders or otherwise disposed of as herein provided. Any money deposited with the
Paying Agent in trust for the Holder of any Bond and remaining unclaimed for six years after the
principal, premium, if any, or interest owing to the Holder becomes due and payable, shall be
paid to the Lessee upon request and shall be discharged from the trust, and the Holder of the
Bond shall thereafter, as an unsecured general creditor look only to the Lessee for the payment
thereof, and all liability of the Paying Agent, or the Authority with respect to such trust money
shall cease.
1751546v2 27
5-4. Priority of Payment and Application of Moneys. All Bonds issued hereunder and
secured hereby shall be equally and ratably secured by and payable from the Bond Fund, without
priority of one Bond over any other, except as otherwise expressly provided herein.
Accordingly, all moneys credited to the Bond Fund, shall be applied as follows:
(1) Unless the principal of all the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied:
FIRST: To the payment to the persons entitled thereto of all installments of interest then
due on the Bonds, in the order of the maturity of the installments of such interest, and, if the
amount available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the persons entitled
thereto, without any discrimination or privilege;
SECOND: To the payment to the persons entitled thereto of the unpaid principal of any
of the Bonds which shall have become due (other than Bonds called for redemption for the
payment of which moneys are held pursuant to the provisions of this Bond Resolution), in the
order of their due dates, and, if the amount available shall not be sufficient to pay in full Bonds
due on any particular date, then to the payment ratably, according to the amount of principal due
on such date, to the persons entitled thereto without any discrimination or privilege; and
THIRD: To the payment of interest and premium, if any, on and the principal of the
Bonds, and to the redemption of Bonds, as thereafter may from time to time become due, all in
accordance with the provisions of Article Five hereof.
(2) If the principal of all Bonds shall have become due or shall have been declared
due and payable, all such moneys shall be applied to the payment of the principal and interest
then due and unpaid upon the Bonds, without preference or priority of principal over interest or
of interest over principal, or of any installment of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, according to the amounts due respectively for
principal and interest, to the persons entitled thereto without any discrimination or privilege.
(3) If the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the provisions of this
Resolution, then, subject to the provisions of subparagraph (2) of this Section, in the event that
the principal of all the Bonds shall later become due or be declared due and payable, the moneys
shall be applied in accordance with the provisions of paragraph (1) of this Section.
Subject to the provisions in Section 4-15, whenever moneys are to be applied by the
Authority pursuant to the provisions of this Section and there are insufficient sums in the Bond
Fund to pay principal and/or interest then due on the Bonds, the Authority shall apply such
moneys at such times, and from time to time, as the Authority shall determine, having due regard
to the amount of such moneys available for application and the likelihood of additional moneys
becoming available for such application in the future. Whenever the Authority shall apply such
funds, it shall fix the date (which shall be an interest payment date unless it shall deem another
date more suitable) upon which such application is to be made and upon such date interest on the
amounts of principal to be paid on such dates shall cease to accrue. The Authority shall give
1751546v2 28
such notice as it may deem appropriate of the deposit with the Paying Agent of any such moneys
and of the fixing of any such date, and shall not be required to make payment to the Holder of
any Bond until such Bond shall be presented to the Paying Agent for appropriate endorsement or
for cancellation if fully paid.
1751546v2 29
ARTICLE SIX
POSSESSION, USE AND RELEASE OF PROPERTY
6-1. Possession and Use. Subject to the terms hereof and to the pledge of rentals and
profits under the Lease, until the happening of an Event of Default under the Lease or
termination of the Lease under Section 4.2 thereof, the Lessee shall be permitted to possess, use
and enjoy the Project (except cash or other personal property deposited or pledged or determined
by the terms hereof to be deposited or pledged to the Authority) and to receive and use the issues
and profits of the Project.
6-2. Easement for Access or Utility Service. The Authority is authorized, without
notice to or consent of the Holders of any Bonds, to join in the execution of a conveyance for
access or utility service and certain other easements and to subordinate the Lease to such
easement pursuant to Section 8.6 of the Lease or if the Lease has been terminated at the
Authority's own initiative, but only upon satisfaction of the applicable conditions set forth in said
Section.
6-3. Release of Encumbered Equipment. The Authority is authorized, without notice
to or consent of any Bondholders, to remove Project Equipment from time to time, provided that
the applicable conditions set forth in Section 3-2 of the Lease are met. If the Lessee or the
Authority desires to sell any Project Equipment that Authority has a fair market value in excess
of the fair market value of Project Equipment to be substituted therefor, the Authority may sell,
or permit such sale, without notice to or consent of any bondholders if the removed Project
Equipment is in good faith sold for cash and the net p;oceeds from the sale are deposited in the
Bond Fund.
6-4. Release of Unimproved Land. The Authority is hereby authorized, without notice
to or consent of any Bondholders, to join in the execution of such instruments as may be
necessary to release from the terms of the Lease unimproved Land, but only upon the satisfaction
of the applicable conditions set forth in Section 8.7 of the Lease.
1751546v2 30
ARTICLE SEVEN
INVESTMENTS
7-1. Investments by Authority. Subject to the provisions of Section 7-2, moneys held
for the credit of the Funds established by Article Five shall, to the extent practicable and
permitted by the Act, be invested as received and reinvested by the Authority in such securities
as are authorized by the Act after taking into consideration any recommendation made by the
Lessee. The Authority shall sell and reduce to cash funds a sufficient portion of investments
under the provisions of this Section whenever the cash balance in the Fund for which the
investment was made is insufficient for its current requirements. Securities so purchased as an
investment of moneys shall be paid by the Authority and shall be deemed at all times a part of
the applicable Fund, and the interest accruing thereon and any profit realized from such
investments shall be deemed at all times a part of the applicable Fund, and the interest accruing
thereon and any profit realized from such investments shall be credited to the Fund from which
the investment was made. Any loss resulting from such investment shall be charged to the Fund
from which the investment was made.
7-2. Retum on Investments. The Authority will not cause any use to be made of the
proceeds of the Bonds to be issued which would cause such obligations to be arbitrage bonds
within the meaning of Section 148 of the Internal Revenue Code and any applicable and valid
temporary, proposed or final regulations from time to time promulgated thereunder if and to the
extent such provisions remain in full force and effect; and the Authority will comply with the
requirements of said Section 148 and with all such applicable regulations pertaining thereto
while the Bonds to be issued hereunder remain Outstanding.
1751546v2 31
ARTICLE EIGHT
DISCHARGE OF OBLIGATIONS TO BONDHOLDERS
8-1. Conditions of Discharge. When all of the Bonds issued and secured hereunder
have been discharged as provided in Section 8-2, and if all fees and expenses of the Authority
and Paying Agent (if other than the Authority) required by this Resolution to be paid (other than
sums deposited in escrow for such purpose) have been paid, all pledges, covenants and other
rights granted by this Resolution shall cease as to the Holders of the Bonds, the Bonds shall no
longer be considered Outstanding, and the lien herein created upon any revenues derived from
the Project may be discharged.
8-2. Payment of Bonds.
(1) Bonds for the payment or redemption of which sufficient cash shall have been
deposited with the Paying Agent (if other than the Authority) shall be deemed to be paid and
discharged within the meaning of this Section, provided, however, that if such Bonds are to be
redeemed prior to the maturity thereof, notice of such redemption shall have been duly given and
sufficient cash shall also be deposited with the Paying Agent to pay any redemption premium.
(2) The Authority may also pay and discharge at any time any and all of the Bonds
and pay all future Paying Agent(if other than the Authority) fees and expenses with respect
thereto by irrevocably depositing in escrow for the benefit of the Holders of said Bonds and the
Paying Agent (if other than the Authority) in a suitable banking institution a sum of cash and
securities in such aggregate face amount, beating interest at such rates and maturing or callable
at the option of the holder thereof on such dates as shall be required to provide amounts
sufficient to pay when due (i) all redemption premiums, if any, on the Bonds, (ii) all principal
and interest due on said Bonds to their stated maturity dates or any earlier permissible date upon
which they may be redeemed prior to maturity in accordance with their terms, (so long as notice
of such redemption shall have been duly given as herein required), and (iii) all such future
Paying Agent fees and expenses; and provided further that the securities deposited for this
purpose shall be limited to securities which may be purchased for an escrow account under the
provisions of Section 475.67, Minnesota Statutes, or any amendments or supplements thereto.
(3) All liability of the Authority to the Holders of any Bonds for the payment of
principal and interest and any premium thereon shall forthwith cease, terminate and be
completely discharged upon payment and discharge of the Bonds as provided in this section, and
the Holders shall have a claim therefor solely upon the cash or cash and securities so deposited
with the Paying Agent or in escrow and shall not be entitled thereafter to any other benefit of or
security under this Resolution or the Lease.
(4) Any Bonds paid and discharged as provided in this Section shall no longer be
deemed outstanding for the purposes of this Resolution.
1751546v2 32
8-3. Cancellation of Surrendered Bonds. The Authority may at any time surrender to
the Paying Agent for cancellation by it any Bonds previously authenticated and delivered
hereunder, which the Authority acquired in any manner whatsoever, and such Bonds, upon such
surrender and cancellation, shall be deemed to be paid and retired.
1751546v2 33
ARTICLE NINE
SUPPLEMENTAL AND AMENDATORY RESOLUTIONS
9-1. Supplemental and Amendatory Resolutions Not Requiring Consent of
Bondholders. The Authority may, from time to time and at any time, without the consent of or
notice to any of the Bondholders, and when so required by this Resolution shall adopt a
resolution or resolutions supplemental to or amendatory of this Resolution as shall not be
inconsistent with the terms and provisions hereof (which supplemental or amendatory resolution
or resolutions shall thereafter form a part hereof), so as to thereby (1) permit the issuance of
Additional Bonds as provided in Section 2-5, or duplicate Bonds as provided in Section 2-6, (2)
cure any ambiguity or formal defect or omission in this Resolution or in any supplemental
resolution, (3) grant for the benefit of the Bondholders any additional rights, remedies powers,
authority or security that may lawfully be granted to or conferred upon the Bondholders, (4)
substitute or add additional equipment, machinery or land or to release land or property in the
manner specifically provided herein or to more precisely identify any equipment or machinery
forming a part of the Project and generally described in Exhibit B and any other property, real or
personal which may become a part of the Project, (5) modify, eliminate and/or add to the
provisions of this Resolution to such extent as shall be necessary to prevent any interest on the
Bonds from becoming taxable under the Federal income tax laws or to allow the Bonds to be
qualified under a different exemption under Section 103 of the Internal Revenue Code, (6) make
any other change determined by the Authority necessary to reconcile the Resolution with the
Lease or any amendment thereto or (7) make any other change to the Resolution which in the
reasonable judgment of the Authority is not to the prejudice of any Holders of the Bonds who
have not consented to the change.
9-2. Supplemental and Amendatory Resolution Requiring Consent of Bondholders.
Exclusive of supplemental and amendatory resolutions covered by Section 9-1 and subject to the
terms and provisions contained in this Section, and not otherwise, the Authority upon receipt of
an instrument evidencing the consent to the below-mentioned supplemental or amendatory
resolution by the Holders of not less than fifty-one percent (51%) of the aggregate principal
amount of the Bonds outstanding, secured in accordance with the provisions of Sections 11-1
and 11-2, shall adopt such other resolution or resolutions supplemental or amendatory thereto as
shall be deemed necessary and desirable for the purpose of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions contained in this
Resolution or in any supplemental or amendatory resolution; provided, however, that nothing
herein contained shall permit or be construed as permitting (1) an extension of the maturity of any
Bond of a nonconsenting Holder thereof, or (2) a reduction in the principal amount of any Bond
of a nonconsenting Holder thereof, or (3) a privilege or priority of any Bond or Bonds over any
other Bond or Bonds of a nonconsenting Holder thereof, or (4) a reduction in the aggregate
principal amount of the Bonds required for consent to such supplemental or amendatory
resolution or (5) the subordination or release of the Authority's title to and security interest in the
Project except as otherwise permitted herein, without the consent of the Holders of one hundred
percent (100%) of the principal amount of the Bonds then outstanding (hereinafter "100%
Bondholder Consent") secured in accordance with Section 11-1.
1751546v2 34
Anything herein to the contrary notwithstanding, a supplemental or amendatory
resolution under this Article Nine which adversely affects the right of the Lessee under the Lease
shall not become effective unless and until the Lessee shall have consented in writing to the
adoption and delivery of such resolution, except supplemental or amendatory resolutions adopted
after any termination of the Lease. In this regard, the Authority shall cause notice of the
proposed adoption of any such supplemental or amendatory resolution, together with a copy of
the proposed amendatory resolution, to be mailed by certified or registered mail to the Lessee at
least fifteen (15) days prior to the proposed date of adoption and delivery of any such resolution.
The Lessee shall be deemed to have consented to the adoption and delivery of any such
resolution if the Authority does not receive a letter signed by a Representative of the Lessee of
protest or objection thereto on or before 4:30 o'clock P.M., Central Standard or Central Daylight
time, whichever is then in effect, of the fifteenth day after the mailing of the notice and a copy of
the proposed resolution to the Lessee unless such fifteenth day falls on a Business Day in which
event the letter of objection must be received on the next succeeding Business Day.
1751546v2 35
ARTICLE TEN
AMENDMENT TO LEASE
10-1. Amendments Without Bondholder Consent. The Authority and the Lessee may
without the consent of or notice to any of the Bondholders consent to any amendment, change or
modification of the Lease or the Ground Lease;
(1) to facilitate, (i) the conveyance of an easement for access or utility services and
the subordination of the rights of the Lessee, and the Authority under the Lease or the Ground
Lease to such easement as provided in Section 6-2, (ii) the release of equipment and unimproved
land as provided in Sections 6-3 and 6-4, or (iii) the issuance of Additional Bonds without
Bondholders' consent as provided by Section 2-5 or duplicate Bonds as provided in Section 2-6;
(2) which may be required by the provisions of the Lease, the Ground Lease or this
Resolution;
(3) for the purpose of curing any ambiguity or formal defect or omission;
(4) in connection with any property or equipment acquired and which constitutes a
part of the Project, including the Project Equipment described in Exhibit B, so as to more
precisely identify the same or substitute or add additional equipment supplied pursuant to the
Lease or the Ground Lease;
(5) to reconcile the Lease or the Ground Lease with any supplement to the
Resolution; or
(6) to effect any other change therein which in the reasonable judgment of the
Authority is not to the prejudice of any Holders of the Bonds.
10-2. Amendments Requiring Bondholder Consent. Except for amendments, changes
or modifications as provided in Section 10-1 of this Resolution, neither the Authority nor the
Lessee shall consent to any other amendment, change or modification of the Lease or the Ground
Lease without publication of notice and the written approval or consent of the Holders of not less
than fifty-one percent (51%) in aggregate principal amount of the Bonds at the time outstanding
given and procured as provided in Sections 11-1 and 11-2. If at any time the Lessee shall request
the consent of the Authority to any such proposed amendment, change or modification of the
Lease or the Ground Lease, the Authority shall in the absence of 100% Bondholder Consent,
upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed
amendment, change or modification to be published in the same manner as provided in Section
11-2.
1751546v2 36
ARTICLE ELEVEN
MISCELLANEOUS
11-1. Consent of Bondholders. Any consent, request, direction, approval, objection or
other instrument required by this Resolution to be signed and executed by the Bondholders may
be in any number of concurrent writings of similar tenor and must be signed or executed by such
Bondholders in person or by agent appointed in writing. Proof of the execution of any such
consent, request, direction, approval, objection or other instrument or of the writing appointing
any agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for
any of the purposes of this Resolution, and shall be conclusive in favor of the Authority with
regard to any action taken by it under such request or other instrument, namely:
(1) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgements within said jurisdictions that the person signing such writing acknowledged
before him the execution thereof, or by an affidavit of any witness to such execution.
(2) The fact ofthe holding by any person of Bonds and the amounts and numbers of
such Bonds, and the date of the holding of the same, shall be proved by reference to the Bond
Register.
11-2. Notice of Amendments. If at any time the Authority desires to adopt any
supplemental or amendatory resolution and/or amend the Lease as herein provided without 100%
Bondholder Consent, unless consent of and notice to the Bondholders is not required, the
Authority shall cause notice of the proposed resolution or amendment to be published at least
once in a financial periodical or newspaper of general circulation published in a Minnesota city
of the first class or its metropolitan area. Such notice shall briefly set forth the nature of the
proposed resolution or amendment and shall state that copies thereof are on file at the principal
office of the Authority for inspection by all Bondholders. The Authority shall not, however, be
subject to any liability to any Bondholder by reason of its failure to publish such notice, and any
such failure shall not affect the validity of such resolution or amendment when consented to and
approved as herein provided. If the Holders of not less than fifty-one percent (51%) in aggregate
principal amount of the Bonds Outstanding hereunder at the time of the adoption of such
resolution or amendment shall have consented to and approved the adoption thereof as herein
provided, no Holder of any Bond shall have any right to object to any of the terms and provisions
contained therein, or the operation thereof or in any manner to question the propriety of the
adoption thereof, or to enjoin or restrain the Authority or the Lessee from adopting or executing
the same or from taking any action pursuant to the provisions thereof.
11-3. Payment of Costs of Issuance. The Authority authorizes the Purchaser to forward
to Northland Trust Services, Inc., acting on behalf of the Authority, the amount of
$ ., which amount is allocable to the payment of costs of issuing the Bonds and the
closing thereon, for further distribution as directed by the Authority or the Purchaser.
1751546v2 37
11-4. Severability. If any provision of this Resolution shall be held or deemed to be or
shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction
or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of
any constitution or statute or rule or public policy, or for any other reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision or provisions herein
contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any
one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not
affect the remaining portions of this Resolution or any part thereof.
11-5. Authentication of Transcript. The officers of the Authority are directed to furnish
to the attorneys approving the legality thereof, certified copies of this Resolution and all
documents referred to herein, and affidavits or certificates as to all other matters which are
reasonably necessary to evidence the validity and marketability of the Bonds. All such certified
copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals of
the Authority as to the correctness of all statements contained therein.
11-6. Limitation of Liability. To the extent permitted by law, no provision, covenant
nor agreement contained in this Resolution shall give rise or impose upon the Lessee or the
Authority or any of its officers, employees or agents any pecuniary liability.
11-7. Approval of Lessee. The Lessee has examined and given approval of this
Resolution and all terms hereof and approves the sale of the Bonds as provided for herein for the
price and terms set forth herein.
11-8. Authorization to Execute Lease, Ground Lease and Incidental Documents. The
form of the proposed Lease and Ground Lease between the Authority and Lessee is hereby
approved and the Chair and Executive Director of the Authority are authorized to execute the
same, the Official Statement to be used by the Purchaser in marketing the Bonds, and such other
documents as Bond Counsel or Independent Counsel consider appropriate for Bond Closing, in
the name of and on behalf of the Authority.
1751546v2 38
Adopted: April 18, 2005.
Chair
Attest:
Executive Director
1751546v2 39
EXHIBIT A
LEGAL DESCRIPTION OF REAL ESTATE
Legal Description of City Hall/Municipal Center real estate:
E 120' of Lots 3 - 6 Block 7
Prior Lake Original Townsite
Parcel ID Number: 25 001 052 0
P/O of Lots 7- 12 Block 8
Prior Lake Original Townsite
Parcel ID Number: 25 001 058 1
E 70' of Lots 1 - 2 Block 8
Prior Lake Original Townsite
Parcel ID Number: 25 001 059 0
Legal Description of Police Station real estate:
Lots 7 - 12 Block 5
Prior Lake Original Townsite
Parcel ID Number: 25 001 042 0
1751546v2 A-1
EXHIBIT B
PROJECT
The acquisition, construction, installation and equipping of the buildings to be used as city
hall/municipal center and police station facilities.
1751546v2 B- 1