HomeMy WebLinkAbout96-183 Resolution #96-183
CERTIFICATION OF MINUTES RELATING TO
$13,400,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1996A
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 $13,400,000 GENERAL OBLIGATION
WATER REVENUE BONDS, SERIES 1996A, 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 13 400 000 General Obli ation Water
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Revenue Bonds, Series 1996A, 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repealed.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, 19
' Clerk
e
The City Clerk reported that s sealed bids for the purchase of $13,400,000
General Obligation Water Revenue Bonds, Series 1996A 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 $13,400,000 GENERAL OBLIGATION
WATER REVENUE BONDS, SERIES 1996A, 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 b the Ci Council of the Ci of Lakeville,
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.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 $13,400,000 General Obligation Water Revenue
Bonds, Series 1996A (the "Bonds"), of the City to finance a new water treatment
plant and a new water well (collectively the "Project") as a part of the City's
municipal water system (the "Water System", which term shall be deemed to mean
and include all property owned by the City as and for water supply, storage,
treatment and distribution, as such items of property- may at any time exist, and
including any and all additions thereto and improvements, extensions and
alterations thereof).
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 Smith Barney, Inc.
~ Chicago J, Illinois .arid 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 $ 13, 239, 200. oo ,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 Deliver.
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,
shall mature on February 1 in the years and amounts stated below. Bond 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 .$450,000 4.80 2008 $700,000 5.15q
1999 475,000 4.80 2009 750,000 5..25
2000 475,000 4.80 2010 775,000 5.s5
2001 500,000 4.80 2011 825,000 5.45
2002 525,000 4.so 2012 875,000 5.50
2003 550,000 4.80 2013 925,000 5.50
2004 575,000 4.80 2014 975,000. 5.50
2005 600,000 5.0 0 2015 1,025,000 5.5 0
2006 625,000 5.0 0 2016 1,100,000 5.5 0
2007 675,000 5.05
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
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• defined, the principal amount thereof, shall be a able b check or draft issued b
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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
exchange pursuant to Section 2.6, the date of authentication shall be noted on each
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, 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, a~ 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 Re~iso trar. The City hereby appoints
First Trust National Association
in s t . Pau 1 Minnesota 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
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• Registrar. Upon mer er or consolidation of the Re istrar with an th r
g g o e 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. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the
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 'ster. 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
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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
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 Destroved 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 indemnity 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.
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® (i) Authenticatin A ent. The Re 'strar is hereb desi ated
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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
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 Deliverv. 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.
•
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• "Partici ant" shall mean an broker-dealer bank or other financial
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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.
(b) The Bonds shall be initially 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 ~vitit 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.
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DTC ma determine to discontinue r v' '
Y p o iding 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.
(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:
•
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION WATER REVENUE BOND, SERIES 1996A
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 be 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 $13,400,000 issued pursuant to a resolution adopted by the City Council
on October 21, 1996 (the "Resolution"), to finance the construction of improvements
to the City's municipal water utility (the "Water System") and is issued pursuant to
. and in full conformity with the Constitution and laws of the State of Minnesota
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• thereunto enabling, including Minnesota Statutes, Section 444.075 and Cha ter 475.
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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.
•
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• Notwithstandin an other rovisions of this Bond so lon as this
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Bond is registered in the name of Cede & Co., as nominee of The Depository Trust
Company, or in the name of any other nominee of The Depository Trust Company
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, in and by the Resolution,
the City has covenanted and agreed it will impose and collect charges for the service,
use and availability of the Water System at the times and in the amounts required
to produce net revenues which, together with any other funds appropriated by the
City, will be not less than five percent in excess of the amounts necessary to pay the
principal of and interest on the Bonds when due; that if necessary for payment of
such principal and interest, 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 delivery of the Bonds.
This Bond shall not be valid or 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
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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 may also be used.
•
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•
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 attorney 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:
Signature(s) must be guaranteed by an "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]
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Section 3. General Obli ation Water Revenue Bonds Series 199 A
Construction Fund. There is hereby established on the official books and records of
the City a separate fund designated the General Obligation Water Revenue Bonds,
Series 1996A, 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 Project have been paid. To the
Construction Fund there shall be credited from the proceeds of the Bonds, the sum
of $ 13 , 2 3 9 , 2 0 o and from the Construction Fund there shall be paid all. costs
and expenses incurred by the City in construction of the Project. 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 shall be transferred to the Bond Fund, as hereinafter defined, unless and
except as such proceeds maybe transferred to some other fund or account as to
which the City has received from Bond Counsel, as hereinafter defined, an opinion
that such other transfer is permitted by applicable laws and does not impair the
exemption of interest on the Bonds from federal income taxes. "Bond Counsel'°
means an attorney or law firm retained by or the City having a favorable reputation
for expertise in the area of tax-exempt municipal finance.
Section 4. General Obligation Water Revenue Bonds Series 1996A
Bond Fund. There is hereby established on the official books and records of the City
a separate fund designated the General Obligation Water Revenue Bonds, Series
1996A, Bond Fund (the "Bond Fund"). The principal of and interest on the Bonds
shall be payable from the Bond Fund and 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. If the balance on hand in the Bond Fund is at any time
insufficient to pay principal and interest then due on the 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. TY~e money on hand in the Bond Fund from time to time shall be used only
to pay the principal of and interest on the Bonds. Into the Bond Fund shall be paid
(a) any proceeds of the Bonds in excess of the amount credited to the Construction
Fund under Section 3, (b) any proceeds of Bonds remaining in the Construction
Fund after payment of all costs and expenses of the Project have been paid, unless
transferred to some other. fund or account as provided by Section 3, (c) all net
revenges of the Water System appropriated to the payment of the principal of and
interest on the Bonds in accordance with Section 6 hereof, (d) any taxes collected
pursuant to Section 7 hereof, and (e) any other funds appropriated by the Council for
the payment of the principal of or interest on the Bonds.
Section 5. Sufficiency of Water System Revenues. It is hereby found,
determined and declared that the City owns and operates the Water System as a
revenue-producing utility and convenience and that the net operating revenues of
the Water System, after deducting from the gross receipts derived from charges for
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the service, use and availability of the Water System the expenses of o eration and
P
maintenance thereof (excluding interest, amortization and depreciation), will be
sufficient, with any other funds actually appropriated by the City, for the payment
when due of the principal of and interest on the Bonds herein authorized, and on
any other bonds or other obligations of the City to which such revenues are or may
be pledged. The Bonds shall not be secured by a mortgage lien upon or security
interest in any part of the Water System.
Section 6. Rate Covenant. Pursuant to Minnesota Statutes, Section
444.075,. the City hereby agrees with the Holders from time to time of the Bonds, that
until the Bonds and the interest thereon are paid in full, or are discharged as
provided in Section 8, the City will impose and collect reasonable charges for the
service, use and availability of the Water System, according to schedules which will
produce net revenues sufficient, with any other funds appropriated by the City, to
pay all principal and interest when due on the Bonds and any other bonds or other
obligations of the City to which said net revenues have been or may be pledged; and
said net revenues, to .the extent necessary, are hereby irrevocably pledged and
appropriated to the payment of the principal of and interest on the Bonds and shall
be credited to the Bond Fund as required. Nothing herein shall preclude the City
from hereafter making further pledges and appropriations of the net revenues of
the Water System for payment of additional bonds or other obligations of the City
hereafter authorized if the Council determines before the authorization of such
additional obligations that the estimated net revenues of the Water System will be
sufficient, with any other sources pledged to the payment of the Bonds, any other
outstanding obligations payable in whole or in part from said net revenues and the
additional obligations, for payment of the Bonds, any such other outstanding
obligations and such additional obligations. Such further pledges and
appropriations of said net revenues may be made superior or subordinate to, or on a
parity with, the pledge and appropriation of net revenues herein made.
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
powers. However, the City presently estimates that the net revenues of the Water
System available to be appropriated. to the Bond Fund, together with any other
funds to be appropriated by the City to the Bond Fund, will be at least five percent 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
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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 an;' 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
Project (or other improvements to the Water System authorized pursuant to
Minnesota Statutes, Section 444.075). The Water System is and will be owned and
maintained by the 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 Water System, or any portion
thereof, 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.
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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 Project 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 Project
meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with
respect to "preliminary expenditures" for the Project as defined in Section 1.150-
2(f)(2) cf 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
security therefor and to permit the Purchaser and other participating underwriters
in the primary offering of the Bonds to comply with amendments to Rule 15c2-12
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 City
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
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. 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 entity
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 (b) 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 foll~w:ng
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
for the preceding fiscal year of the City, prepared in accordance with
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
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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. The 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 s»ch 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.
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.
•
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• (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 (hereto 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
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);
•
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• (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
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
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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. Authenti ation of Transcript. 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
and information as may be 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.
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• 10.3. Preliminar Officia
y 1 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.
s