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HomeMy WebLinkAbout96-185 ` Resolution #`96-185 CERTIFICATION OF MINUTES RELATING TO $2,200,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996B Issuer: City of Lakeville, Minnesota Governing Body: City Council Kind, date time and place of meeting: A regular meeting was held October 21, 1996 at 7:00 p.m., at City Hall, Lakeville, Minnesota The officers and members of the Council were present or absent at said meeting, as .follows: Present/Absent Duane R. Zaun, Mayor Present Charlene Friedges, City Clerk Present Mary Liz Holberg, Member Present Robert Johnson, Member Present Lynette Mulvihill, Member Present Elizabeth L. Sindt, Member Present Documents attached: Excerpt from Minutes of said meeting, including: RESOLUTION RELATING TO $2,200,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996B, OF THE CITY; AUTHORIZING THE ISSUANCE, AWARDING THE SALE, PRESCRIBING THE FORM AND DETAILS, AND PROVIDING FOR THE PAYMENT AND SECURITY OF SUCH BONDS CERTIFICATE I, the undersigned, being the duly qualified and acting City Clerk of the City of Lakeville, Minnesota (the "City"), and in my capacity as such officer having custody of the minutes of meetings of the City Council of the City, hereby certify that attached hereto is a full, true and correct copy of an extract of the minutes of the meeting of the City Council of the City which was duly called and held on October 21, 1996, insofar as such minutes relate to 2 200 000 General Obli ation g Improvement Bonds, Series 1996B, of the City, and that the Resolution included therein is a full, true, and correct copy of a Resolution duly adopted by the City Council at such meeting, at which meeting a quorum of the City Council was present and acting throughout, and that such Resolution has not since been amended or repealed. WITNESS my hand this ~~day of October, 199 e ty Clerk • • The City Clerk reported that 2 sealed bids for the purchase of $2,200,000 General Obligation Improvement Bonds, Series 1996B were received prior to 1:00 o'clock p. m., pursuant to the .Official Statement distributed to potential purchasers of the Bonds by Springsted Incorporated, financial consultants to the City. The bids were publicly opened, read and tabulated as follows: See Attached Councilmember Johnson introduced the following resolution and moved its adoption: RESOLUTION RELATING TO $2,200,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996B, OF THE CITY; .AUTHORIZING THE ISSUANCE, AWARDING THE SALE, PRESCRIBING THE FORM AND DETAILS, AND PROVIDING FOR THE PAYMENT AND SECURITY OF SUCH BONDS ® BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the "City"), as follows: Section 1. Authorization and. Sale. 1.1. Authorization. By resolution duly adopted on September 16, 1996, this Council authorized the sale of $2,200,000 General Obligation Improvement Bonds, Series 1996B (the "Bonds"), of the City to finance certain improvement projects in tree City (the "Improvements"), pursuant to Minnesota Statutes, Chapters 429 and 475. 1.2. Sale. The City has retained Springsted Incorporated, as independent financial advisers in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), the requirements as to public sale do not apply to the issuance of the Bonds. A bid has been received from Norwest Investment Services, Inc. in Minneapolis Minnesota and aSSOClateS (the "Purchaser"), to purchase the Bonds, when, as and if issued on the further terms and conditions hereinafter set forth, at a price of $ 2 , i 7 3 ,boo . o o ,plus accrued interest on all Bonds to the .day of delivery and payment. . 1.3. Award. The offer of the Purchaser to purchase the Bonds is hereby • accepted, and the Mayor and the City Clerk are hereby authorized and directed on behalf of the City to execute a contract for the sale of the Bonds with the Purchaser. • 1.4. Supplemental Resolution for Term Bonds. Should the Purchaser determine that any Bonds be issued in the form of term bonds, this Council shall, by a separate and supplemental resolution, set forth further terms and provisions as necessary to provide for the issuance of the term bonds. Should the Purchaser determine that the Bonds be issued only in the form of serial bonds, no further resolution of the Council shall be required. Section 2. Bond Terms: Registration; Execution and Delivery. 2.1. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.2. Maturities; Interest Rates: Denominations and Payment. The Bonds shall be dated originally as of November 1, 1996 shall be in the denomination of $5,000 each or any integral multiple thereof, of single maturities and shall mature on February 1 in the years and amounts stated below.. Bonds maturing in such years and amounts shall bear interest from date of issue until paid or duly .called for .redemption at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 1998 $75,000 4. coq 2008 $90,000 5.200 1999 240,000 4 • ~0 2009 90,000 5.30 2000 190,000 4 . ~0 2010 95,000 5.40 2001 195,000 4 • ~ 0 2011 95,000 5.50 2002 200,000 4 . ~ 0 2012 95,000 5.5 5 2003 90,000 4 . ~ 0 2013. 95,000 5 . b o 2004 90,000 4.80 2014 95,000 5.60 2005 90,000 4.9 0 2015 95,000 5.6 0 2006 90,000 5.0 0 2016 100,000 5.6 0 2007 90,000 5.10 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar, as hereinafter defined, the principal amount thereof, shall be payable by check or draft issued by the Registrar. 2.3. Authentication. Dates and Interest Payment Dates. Upon initial . delivery of the Bonds pursuant to Section 2.7 and upon any subsequent transfer or -2- r 5 • exchan e ursuant to Section 2.6, the date of authentication shall be noted on each g P Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on each February 1 and August 1, commencing August 1, 1997 (each such date, an "Interest Payment Date"), to the persons in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a business day. 2.4. Redemption. Bonds maturing in 2007 and later years shall be subject to redemption at the option of the City, in whole or in part, in such order of maturity dates as the City may select and, in integral multiples of $5,000, on February 1, 2006, and on any day thereafter, at a redemption price of par and accrued interest to the date of redemption. If less than all Bonds of a single. maturity are to be redeemed the Bonds of that maturity to be redeemed shall be selected by the Registrar by lot or by such other method as to the Registrar seems fair, and which may provide for the selection for redemption of portions, in integral multiples of $5,000, of the principal of Bonds of a denomination greater than $5,000. Upon surrender to the Registrar of any Bond in a denomination greater than $5,000 which has been redeemed in part, the City shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond one or more new Bonds in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. At least 30 days before the date specified for redemption of any Bond the City Clerk shall cause notice of redemption to be published if and as required by law, and mailed by first class mail, postage prepaid, to the Registrar and to the Holders, as hereinafter defined, of all Bonds to be redeemed at their addresses as they appear on the Bond Register, as hereinafter defined, but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. The notice of redemption shall state the redemption date, the redemption price, the place where the Bonds are to be surrendered for payment of the redemption price, which shall be an office of the. Registrar, and that on the redemption date the redemption price will be due and payable and that interest thereon shall cease to accrue from and after such date. 2.5. Appointment of Registrar. The City hereby appoints First Trust National Association in st . Paul rtinnesota as the initial bond registrar, transfer agent and paying agent (the "Registrar"). The Mayor and City Clerk are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger. or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company organized under the laws of the United States or one of the states of the United States and authorized by law to conduct such business, such corporation shall be authorized to act as successor • Registrar. T'he City agrees to pay the reasonable and customary charges of the -3- r Re istrar for the services erformed. The Ci reserves the ri ht to remove the g P tY g Registrar, effective upon not less than thirty days' written notice and upon the appointment and acceptance of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the successor Registrar. 2.6. Registration. The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re ister. The Registrar shall keep at its principal corporate trust office a register (the "Bond Register") in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. The term "Holder" or "Bondholder" as used herein shall mean the person (whether. a natural person, corporation, association, partnership, trust, governmental unit,. or other legal entity) in whose name a Bond is registered in the Bond Register. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the Holder thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or by an attorney duly authorized by the Holder in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a Like aggregate principal amount and maturity,. as requested by the transferor. (c) Exchange of Bonds. At the option of the Holder of any Bond in a denomination greater than $5,000, such Bond may be exchanged for other Bonds of authorized denominations, of the same maturity and a like aggregate principal amount, upon surrender of the Bond to be exchanged at the office of the Registrar. Whenever any Bond is so surrendered for exchange the City shall execute and the Registrar shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. (d) Cancellation. All Bonds surrendered for payment, transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of. The Registrar shall furnish the City at least once each year a certificate setting forth the principal amounts and numbers of Bonds canceled and destroyed. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the . same until it is satisfied that the endorsement on such Bond or separate -4- instrument of transfer is valid and genuine and that the requested transfer is .legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the Bond Register as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and (subject to Section 2.3) interest on the Bond and for all other purposes;. and all payments made to or upon the order of such Holder shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes. Fees and Charges.. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated. Lost. Stolen or Destroyed Bonds. In case any Bond shall. become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated. Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indenu~?ity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen 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. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. (j) Valid Obli ations. All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the City, evidencing the -5- same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange. 2.7. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until the date of delivery of such Bond.. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond, substantially in the form provided in Section 2.9, has been executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on any Bond shall be conclusive evidence that it has been duly authenticated and delivered under this Resolution. When the Bonds have been prepared, executed and authenticated, the City Clerk shall deliver them to the Purchaser upon. payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.8. Securities Depository: (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean. The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. "Representation Letter" shall mean the Representation Letter pursuant to which the City agrees to comply with DTC's Operational Arrangements. -6- ~ S b The Bonds shall O be inrtially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment. of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted. or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any .other person which is .not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount -with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. • So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co, in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event the City determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and the Registrar .and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (e} hereof. • -7- • (d) The execution and delivery of the Representation Letter to DTC by the Mayor or City Clerk is hereby authorized and directed. (e) In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners. other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,. the provisions of this resolution shall also apply to all matters relating thereto, including,. without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.9. Form of Bonds. The Bonds shall be prepared in substantially the following form: -8- r 5 • UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF LAKEVILLE GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1996B Interest Rate Maturity Date Date of Original Issue CUSIP No. November 1, 1996 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The City of Lakeville, County of Dakota, State of Minnesota (the "City") acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, .the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, at the annual interest rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1997 (each such date, an "Interest Payment Date"), all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest so payable on any Interest Payment Date shall be paid to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Payment Date. Interest hereon shall 'u- e computed on the basis of a 360-day year composed of twelve 30-day months. The .interest hereon and, upon presentation and surrender hereof, the principal hereof, are payable in lawful money of the United States of America by check or draft by , in as Bond Registrar and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue (the "Bonds") in the aggregate principal amount of $2,200,000 issued pursuant to a resolution adopted by the City Council on October 21, 1996 (the "Resolution"), to finance. the costs of local improvements, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. • -9- s ® The Bonds are issuable only in fully registered form, in the denomination of $5,000 or any integral multiple thereof, of single maturities. Bonds having stated maturity dates in the years 2007 and thereafter are each subject to redemption at the option of the City, in whole or in part in such order of maturity dates as the City may select and, within a maturity, by lot or other method as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures), in multiples of $5,000, on February 1, 2006, and on any day thereafter, at a redemption price of par and accrued interest to the date of redemption. At least 30 days before to the date specified for the redemption of any Bond the City will cause notice of redemption to be published if and to the extent required by law, and to be mailed by first class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the owner's address as it appears on the Bond Register maintained by the Registrar, but no defect in or failure to give such notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Upon surrender to the Registrar of any Bond which has been redeemed in part, a new Bond or Bonds of the same tenor and maturity date will be delivered to the owner without charge, representing the unredeemed portion of the principal of the Bond so surrendered. • As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the Bond Register maintained by the Registrar at its principal office, upon surrender of this Bond for transfer at such office, duly endorsed by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the designated .transferee or transferees, of the same aggregate. principal amount, bearing interest at the same rate and maturing on the same date. The Registrar may require payment of a sum sufficient to pay any tax, fee or governmental charge required to be paid with respect to any such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment as herein provided and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust -10- Com an , or in the name of an other nominee of The De ositor Trust Com an P Y Y P Y P Y or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository. Trust Company or other securities depository as agreed to by the City. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED 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 preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the issuance hereof the City Council has by the Resolution agreed to levy special assessments upon property specially benefitted by the local improvements financed by the Bonds and ad .valorem taxes on all taxable property in the City, which will be collectible in the years and in amounts sufficient to produce. sums not less than five percent in excess of the principal of and interest on the Bonds of this issue when due, and has appropriated such special assessments and taxes to its General Obligation Improvement Bonds, Series 1996B Sinking Fund for the. payment of such principal and interest; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the City, • without limitation as to rate or amount; that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness; and that the opinion printed hereon is a full, .true and correct copy of the legal opinion given by Bond Counsel with reference to the Bonds, dated as of the date of original issuance and delivery of the Bonds. This Bond shall not be valid ar become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City has caused this Bond to be executed on its behalf by the signatures of its Mayor and City Clerk. and has caused this Bond to be dated as of the date set forth below. CITY OF LAKEVILLE, MINNESOTA Attest: City Clerk Mayor -11- CERTIFICATE OF AUTHENTICATION This is one of the Bonds referred to in the Resolution mentioned within. , as Bond Registrar By Authorized Representative 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 the applicable laws or regulations: TEN COM --as tenants in common UTMA as Custodian for (Gust) (Minor) under Uniform Transfers to Minors Act TEN ENT --as tenants by the entireties (State) JT TEN --as joint tenants with right of survivorship and not as tenants in common • Additional abbreviations ma also be used. Y ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint at~orney to transfer the said Bond on the books kept for registration of the within Bond, 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 enlargement or any change whatsoever. Signature Guaranteed: -12- Si ature s must be uaranteed b an " " ~ g y eligible. guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please insert social security or other identifying number of assignee: [End of Bond Form] -13- • Section 3. General Obligation Improvement Bonds Series 1996B Construction Fund. There is hereby established on the official books and records. of the City a separate fund designated the General Obligation Improvement Bonds, Series 1996B, Construction Fund (the "Construction Fund"). The Construction Fund shall be maintained until all costs and expenses incurred by the City in connection with the construction of the Improvements have been paid. To the Construction Fund there shall be credited from the proceeds of the Bonds, the sum of $ 2,173, boo and from the Construction Fund there shall be paid all costs and expenses incurred by the City in construction of the Improvements. There shall also be credited to the Construction Fund all special assessments collected with respect to the Improvements, until all costs and expenses incurred by the City in construction of the Improvements have been fully paid. After payment of all such costs, the Construction Fund shall be discontinued. Any Bond proceeds remaining on hand in the Construction Fund after payment of all such costs and expenses may be transferred to any other fund or account established for construction of one or more other improvements instituted pursuant to Minnesota Statutes, Chapter 429. All special assessments on hand in the Construction Fund when terminated or thereafter received, and any Bond proceeds not transferred pursuant to the preceding sentence, shall be credited to the Bond Fund, as hereinafter defined. ® Section 4. General Obligation Improvement Bonds, Series 1996B Sinking Fund. There is hereby established on the official books and records of the City a separate debt service fund designated the General Obligation Improvement Bonds, Series 1996B Sinking Fund (the "Bond Fund"), within which there are hereby established two separate .accounts designated as the "Debt Service Account" and the "Surplus Account." There shall be credited to the Debt Service Account (a) upon delivery of the Bonds, any proceeds of the Bonds in excess of the amount credited to the Construction Fund under Section 3, and (b) after all costs and expenses of the Improvements have been paid, any proceeds of the Bonds remaining in the Construction Fund and not transferred to some other fund or account as provided by Section 3. During each Bond Year (i.e., each twelve month period commencing on February 2 and ending on the following February 1), all taxes, if any, and special assessments levied and collected in accordance with this Resolution, all amounts appropriated to the Bond Fund in accordance with Section 6 hereof, and any other funds appropriated by the Council for the payment of the principal of or interest on the Bonds, shall also be credited as received to the Debt Service Account until the balance in the Debt Service Account is sufficient to pay all principal and interest which is to become due and payable on the Bonds through the end of such Bond Year and, thereafter, all such amounts shall be credited as received to the Surplus Account. The principal of, premium, if any, and. interest on the Bonds shall be payable from the Bond Fund, first from the Debt Service Account, but if and to the extent the balance on hand in the Debt Service Account is not sufficient for that purpose, then from the Surplus Account. If the balance on hand in the -14- Bond Fund is at an time insufficient to a rinci al and interest then due on the Y P YP P Bonds, such amounts shall be paid from other money on hand in other funds of the City, which other funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund. All investments of funds on hand in the Debt Service .Account or the Surplus Account, and all income or losses from such investments, shall be credited to the account from which such investments are made. The Bond Fund shall be maintained until the City has paid, or made provision for the payment of, all of the principal of and interest on the Bonds. The City Council agrees that it will levy each year on all taxable property in the City an ad valorem tax in an amount sufficient to provide for any deficiency which would otherwise occur in the Bond Fund, which levy is not subject to any constitutional or statutory limitation. Section 5. Special Assessments. The City hereby agrees that, for the payment of the cost of the Improvements, the City has done or will do all things necessary for the final and valid levy of special assessments in an amount not less than 20% of the cost of each of the Improvements financed by the Bonds. The City estimates it will levy special assessments in the aggregate principal amount of $1,138,465. The City estimates that the principal and interest on such. special assessments will be levied and collected in the years and amounts shown on Appendix I attached hereto. If any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity. in any action or proceeding taken or to be taken by the City, the City Council, or any officer or employee of the City, either in the making of such assessment or in the performance of any condition precedent thereto, the City hereby agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon such property. Section 6. Additional Ap.~ropriations to Bond Fund. In order to produce aggregate amounts which, together with the collections of special assessments as set forth in Section 5, will produce amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, the City appropriates annually to the Bond Fund amounts from the. City's Sanitary Sewer, Water and Storm Sewer Funds as shown on Ap,~endix II attached hereto. Said appropriations may be adjusted, based upon actual collections of special assessments,. so as to produce the aggregate amounts required by this Section to be deposited annually into the Bond Fund. Section 7. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the City hereby irrevocably pledges its full faith, credit. and unlimited taxing -15- powers. It is determined that the amounts to be a ro riated to the Bond Fund PP P pursuant to Sections 4, 5 and 6 above will produce amounts not less than 5% in excess of the amounts needed to meet when due. the principal and interest payments on the Bonds, and therefore no ad valorem taxes are required to be levied at this time. Section 8. Defeasance. When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the Holders of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The City may also at any time discharge its obligations with respect to any Bonds, subject to the .provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with the Registrar or with a bank qualified by law to act as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited for such purpose, bearing interest payable at such times and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been irrevocably provided for, to an earlier designated redemption. date. Provided, however, that if such deposit is made more than ninety days before the maturity date or specified redemption date of the Bonds to be discharged, the City shall have received a written opinion of Bond Counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant or investment banking firm verifying that the deposit is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or earlier designated redemption date. Section 9. Tax Covenants: Arbitrage Matters and Continuing Disclosure. 9.1. General Tax Covenant. The City agrees with the Holders from time to time of the Bonds that it will not take, or permit to be taken by any of its officers, employees or agents, any action that would cause interest on the Bonds to become .includable in gross income of the recipient under the Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury Regulations (the "Regulations"), and agrees to take any and all actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations.. All proceeds of the Bonds deposited in the Construction Fund will be expended solely for the payment of the costs of the Improvements (or other improvements authorized pursuant to Minnesota Statutes, -16- • Chapter 429). All improvements so financed will be owned and maintained b the Y .City and available for use by members of the general public on a substantially equal basis. The City shall not enter into any lease, management contract, use agreement, capacity agreement or other agreement with any non-governmental person relating to the use of the Improvements or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 9.2. Certification. The Mayor and City-Clerk being the officers of the City charged with the .responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with Section 148 of the Code, and applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of .the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of the Code and Regulations. 9.3. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records, .make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 9.4. Reimbursement. The City certifies that the proceeds of the Bonds will not be used by the City to reimburse itself for any expenditure with respect to the Improvements which the City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to such prior expenditures, the City shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations; provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Improvements meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the Improvements as defined in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and similar preparatory expenses, which in the aggregate do not. exceed 20% of the "issue price" of the Bonds. 9.5. Continuing Disclosure. (a) Purpose and Beneficiaries.. To provide for the public availability of certain information relating to the Bonds and the t security therefor and to permit the. Purchaser and other participating underwriters -17- • in the primary offerin of the Bonds to com 1 with amendments to Rule 15c2-12 g PY promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. ~ 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the Issuer hereby makes the following covenants and agreements. for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying .the. entities in respect of which continuing disclosure must be made. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, "Owner" or "Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any "Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entry which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal income. tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 1996, the following financial information and operating data in respect of the City (the Disclosure Information): (A) the audited financial statements of the City for such fiscal year, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures -18- for the precedin fiscal ear of the Ci re ared in accordance with g Y tY P P generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal .year or for the period most recently available of the type contained in the Official Statement: City Population Figures; City Property Values; City Indebtedness; City Tax Rates, Levies and Collections; and General Fund Budget Summary, which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if • it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. T'he City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure .Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such.. operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations- would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. -19- • If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (A) Principal and interest payment delinquencies-, (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information. required under paragraph (b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or -20- • supplement and any explanation provided by the City under subsection (d)(2): (C) the termination of the obligations of the City under this section pursuant to subsection {d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure.. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph (1) of subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the State Depository), if any; (2) the information described in paragraphs (2) and (3) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Bonds at the request of the City and, at the expense of such Bondowner, to any Bondowner who requests in writing such information, at the -time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in ® violation of the Rule or other applicable requirements of the Securities -21 . Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form .and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment. or supplement (a) is made in connection with a change in circumstances that. arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time. of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of .the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section. is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Section 10. certification of Proceedings. 10.1. Registration of Bonds and Tax Levy Certificates. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Dakota County and obtain a certificate that the Bonds have been duly entered upon the County Auditor's bond register. 10.2. Authentication of TranSCrlDt. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all • proceedings and records relating to the Bonds and such other affidavits, certificates -22- and information as maybe required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. 10.3. Preliminary Official Statement. The Preliminary. Official Statement relating to the Bonds, dated. October 7,1996, prepared .and distributed. by Springsted Incorporated, the financial consultant for the City, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the City to prepare and deliver to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such. other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to execute such certificates as -may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. The motion for adoption of the foregoing Resolution was seconded by • Councilmember Mulvihill ,and upon vote being taken thereon, the following voted in favor thereof: Holberg, Johnson, Mulvihill, Sindt and Zaun and the following voted against the same: None whereupon the Resolution was declared duly passed and adopted. i -23- Y APPENDIX I • City of Lakeville, Minnesota General Obligation Improvement Bonds, Series 19968 Projected Assessment Income #93-12 #94-16 #95-9 #95-8 #95-5 Filing Collect Mat. 202nd St. Cedar - 165th - Flagstaff 161st St. Total Assm't Year Year Year Pilot Knob CR 46 to CSA Exit Income 1996 1997 1998 63,149 ~ - ~ 63,149 1997 1998 1999 58,198 22,698 54,412 45,820 - 22,946 .204,074 1998 1999 2000 _ 56, 340 13, 523 32,419 27, 300 14, 980 144, 562 1999 2000 2001 54,483 13,077 31,350 26,400 14,309 .139,619 2000 2001 2002 52,626 .12,632 30,281 .25,500 13,638 134,677 2001 2002 2003 50,768 12,186 29,213 24,600 12,967 ~ 129,734 2002 2003 2004 48,911. 11,740 28,144 23,700 12,297 124,792 2003 2004 2005 47,054 11,294 27,075 22,800 11,626 119,849 2004 2005 2006 45,196 10, 848 26, 006 21, 900 10, 955 114, 905 2005 2006 2007 43,339 10,403 24,938 21,000 10,284 109,964 2006 2007. 2008 41,481 9,957 23,869 20,100 9,614 105,021 2007 2008 2009 39,624 9,511 22,800 19,200 91,135 2008 2009 2010 37,767 9,065 21,731 18,300 86,863 • 2009 2010 2011 35,909 8,619 20,663. 17,400 82,591 2010 2011 2012 34,052 8,174 19,594 16,500 78,320 2011 2012 2013 32,195 7,728 18,525 15,600 74,048 2012 2013 2014 30,337 7,282 '17,456 14,700 69,775 2013 2014 2015 28, 480 6, 836 16, 388 13, 800 65, 504 2014 2015 2016 26,622 6,398 15,319 12,900 61,239 826, 531 191,971 460,183 387,520 133,616 1,999, 821 Prepared by: Springsted Incorporated (s/9/ss) Page 9 r APPENDIX II ~ N M M M M M t1-) to t[) ~ ~ t1') tf) ~ ~ tl') t(') ~A ~ to to p ~ M M M M M cD tD cp tD <D tD tp cD cD c0 CO cD (D tD n r ~ ~ n n ti n n n n n i~ n n n n n M ~ tt') ~ In lA r ~ r r r r r r- r. e- r- ~ ~ 'a' d' N N N N N N NNN N N N N N M ~ C O 0 0 0 O O p ~O to <D t0 tD tD ~ ~ a M M M M M O C9 M M ('O M t0 N N N N N ~ ~ ~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ (D c0 cD c0 cD cD c0 cp cD c~ co cD cp cD cD cD c0 cp c0 NNNNCV NNNNNNNNNNtV NNNlO CD ~ v.. 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