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HomeMy WebLinkAbout95-104 r CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE • I, the undersigned, being the duly qualified and acting recording officer of the City of Lakeville, Minnesota (the "City"), hereby certify that the attached resolution is a true copy of Resolution No. 95-104 ,entitled: "RESOLUTION RELATING TO $2,850,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1995D; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a meeting on May 15, 1995, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that upon vote being taken on the Resolution at said meeting, the following Councilmembers voted in favor thereof: zaun, Harvey, Johnson, Mulvihill, Sindt voted against the same: None abstained from voting thereon: None or were absent: None WITNESS my hand officially this ~'`'"~Yay of May, 1995. • Charlene Friedge , ity Clerk ~I! • Councilmember Johnson introduced the following resolution and moved its adoption, which motion was seconded by Councilmember Harvey RESOLUTION NO. 9 5- l 0 4 RESOLUTION RELATING TO $2,850,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1995D; AWARDING THE SALE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the "Issuer"), as follows: Section 1. Authorization, Recitals and Sale. 1.01. Recitals. This Council by Resolution No. 95-88, adopted on May 1, 1995, authorized the issuance and sale of General Obligation Water Revenue Bonds, Series 1995D (the "Bonds"), of the Issuer, in the aggregate principal amount of $2,850,000, pursuant to Minnesota Statutes, Section 444.075 and Chapter 475, as amended, for the purpose of financing certain capital improvements (the • "Improvements") to the Issuer's municipal water system (the "System"). 1.02. Authorization; Outstanding Bonds. The Issuer is authorized by Minnesota Statutes, Section 444.075, Subdivision 2, and Chapter 475, as amended, to issue its general obligation bonds to finance the cost of constructing the Improvements, the bonds to be payable primarily from the net revenues derived from water service charges. This Council has established a schedule of just and equitable charges for the use and availability of and connection with the System. The rates and charges so imposed are expected to produce net revenues, after the payment of the normal, reasonable and current costs of operating and maintaining the System, adequate to meet the principal and interest requirements of the Bonds and all other outstanding bonds of the Issuer payable therefrom. Apart from the Bonds, the indebtedness of the Issuer which is outstanding and which is payable in whole or in part from such net revenues comprises the General Obligation Water Revenue Refunding Bonds, Series 1991A, dated, as originally issued, as of May 1, 1991 (the "Outstanding Bonds"), issued in the original aggregate principal amount of $715,000 and currently outstanding in the principal amount of $640,000. 1.03. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened,.publicly read and considered and the • purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Firstar Bank Milwaukee. N.A. lri Milwaukee Wisconsin [and associates] (the "Purchaser"), to purchase • the Bonds at a price of $ 2, s14, 205.95 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.04. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Clerk are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the Terms of the Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the Issuer until the Bonds have been delivered, and shall be .deducted from the purchase price paid at settlement. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. 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 this Council to establish the form and terms of the Bonds, to provide the security therefor and to issue the Bonds forthwith. 2.02. Date; Global Certificates. The Bonds shall be dated, as originally issued, as of June 1, 1995, and shall be issued forthwith on or after such date using a Global Book Entry System. One Global Certificate representing the aggregate principal • amount of the Bonds maturing in each year (the "Global Certificates") will be issued and fully registered as to principal and interest in the name of Kray & Co., as nominee of the Midwest Securities Trust Company (the "Depository"), a Securities Exchange Commission registered depository, an Illinois trust company, a member of the .Federal Reserve System and a "clearing corporation" within the meaning of the Illinois Uniform Commercial Code. 2.03. Maturity; Interest Rate; Denominations and Payment. The Bonds shall be issuable only in fully registered form, shall be in the denomination of $5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the respective years and amounts stated. below, and shall bear interest from June 1, 1995, until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: -2- Year Amount Rate Year Amount Rate 1997 $135,000 4.3757 2005 $195,000 5.10 1998 140,000 4.50 2006 205,000 5.20 1999 145,000 4.50 2007 215,000. 5.25 2000 150,000 4.60 2008 225,000 5.375 2001 160,000 4.70 2009 240,000 5.40 2002 165,000 .4.80 2010 250,000 5.50 2003 175,000 4.90 .2011 265,000 5.50 2004 185,000 5.00 2.04. Interest Payment and Record Dates. The Bonds bear interest payable on February 1 and August 1 of each year (an "Interest Payment Date"), .commencing February 1, 1996, calculated on the basis of a 360-day year of twelve 30-day months. Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Bonds that are not Global Certificates ("Non-Global Bonds") shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the Issuer maintained by the Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) calendar day of the • month immediately preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 2.05. Redemption. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer. on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption; provided, however, for the partial redemption of Global Certificates the Issuer will notify the Depository of the amount to be prepaid and the Depository will determine by lot the amount of each participant's interest to be redeemed and. each participant will then select by lot the beneficial ownership interests to be redeemed. At least thirty days prior to the designated redemption date, the Clerk shall cause notice of call for redemption to be mailed, by first class mail, to the registered owners of any Bonds to be redeemed at their addresses. as they appear on the bond register • described in Section 2.10 hereof, but no defect in or failure to give such mailed -3- 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. specify the redemption date, redemption price, interest rates and CUSIP numbers of the Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price). such Bonds or portions of Bonds shall cease to bear interest. In addition to the notice prescribed by the preceding paragraph, the City Clerk shall also. give, or cause to be given, notice of the redemption of any Bond or Bonds or portions thereof at least 30 days before the redemption date by first class mail or telecopy to the Purchaser and all registered securities depositories then in the business of holding substantial amounts of obligations of the character of the Bonds (such depositories now being The Depository Trust Company, of Garden City, New York; Midwest Securities Trust Company, of Chicago, Illinois; and Philadelphia Depository Trust Company, of Philadelphia, Pennsylvania) and one or more national information services that disseminate information regarding municipal bond redemptions; provided that any defect in or any failure to give any notice of redemption prescribed by this paragraph shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof. • Bonds in a denomination lar er than 5 000 ma be redeemed in art in an g Y P Y integral multiple of $5,000. The holder of any Non-Global Bond t3~at is redeemed in part shall receive, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. 2.06. Form of Bonds. The Bonds shall be in the form of Global Certificates unless and until Replacement Bonds are made available as provided in Section 2.15, and otherwise shall be in the form of Non-Global Bonds. The form of Bonds shall be substantially as set forth in Exhibit A for the Global Certificates or as set forth in Exhibit B for the Non-Global Bonds, but may contain such additional or different terms and provisions as to the form and time of payment, record date, notices and other matters as are consistent with a supplemental resolution. 2.07. Re istrar. The Issuer hereby appoints First Trust National Association, in St. Paul, Minnesota to act as bond registrar and transfer agent with respect to the Bonds (the "Registrar"), and shall so act for all Bonds unless and until a successor Registrar is duly appointed. A successor Registrar shall be an officer of the Issuer, or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, as amended. The Registrar shall also serve as • paying agent unless and until a successor paying agent is duly appointed. Principal -4- and interest on the Bonds shall be paid to the Holders of the Bonds in the manner set forth in the forms of Bond. 2.08. Execution and Delivery. The Bonds shall be executed on behalf of the Issuer by the signatures of its Mayor and Clerk; provided that any of such signatures may be printed or photocopied facsimiles. The seal of the City need not be affixed to or imprinted on any Bond. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before. the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. The Bonds when so prepared and executed shall be delivered by the Clerk to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 2.09. Authentication; Date of Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication thereon, substantially in the form set forth on the form of Bond, shall have been duly executed by the Registrar. The Registrar shall authenticate the signatures of officers of the Issuer on each Bond by • execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on .which the Bond is authenticated. For purposes of delivering the original Bonds to the Purchaser, the Registrar shall insert as the date of registration the date of original issue. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 2.10. Registration; Transfer and Exchange. The Issuer will cause to be kept at the principal office of the Registrar a bond register in which, subject to such reasonable regulations as the Registrar may prescribe, the Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. All Bonds surrendered upon any exchange or transfer provided for in this. Resolution shall be promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the Issuer evidencing the same debt, and entitled to the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. • -5- Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or the Holder's attorney duly authorized in writing. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the Issuer contained. in any agreement with, or notice to, the Registrar. 2.11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 2.12. Holders; Treatment of Registered Owner and Consent of Holders. (A) For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under this Resolution, as from time to time supplemented, other than payments and purchases, the Issuer may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, the Issuer may ascertain • the identity of the beneficial owner of the Bond by such means as the Registrar in its sole discretion deems appropriate, including but not limited to a certificate from the Depository or other person in whose name the Bond is registered identifying such beneficial owner. (B) The Issuer and Registrar may treat the person in whose name .any Bond is registered as the owner of such .Bond for the purpose of receiving payment of principal of and premium, if any, and interest on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument required by this Resolution, as supplemented or amended, to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution as supplemented, and shall be conclusive in favor of the Issuer with regard to any action taken by it under such request or other instrument, namely: • -6- (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (2) Subject to the provisions of subsection (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bond, and the date of the holding. of the same, may be proved by reference to the Bond Register. 2.13. Description of the Global Certificates and Global Book-Entr~ystem. Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in Section 2.15. No beneficial owners of interests in the Bonds will receive certificates representing their respective interests in the Bonds except as provided in Section 2.15. Except as so provided,. during the term of the Bonds, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers participating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in integral increments of $5,000, despite the larger authorized denominations of the Global Certificates. Payment of principal of, • premium, if any, and interest on the .Global Certificates will be made to the Registrar as paying agent, and in turn by the Registrar to the Depository or its nominee as registered owner of the Global Certificates, and the Depository according to the laws and rules governing it will receive and forward payments on behalf of the beneficial owners of the Global Certificates. 2.14. Depository Letter Agreement. There has been submitted to this Council a form of letter agreement between the Registrar and the Depository. Such letter agreement (the "Depository Letter Agreement") is hereby approved.. The Registrar, the. Mayor and the City Clerk are hereby authorized and directed to execute the Depository Letter Agreement in substantially the form submitted, with only such variations therein as may be required to complete the Depository Letter Agreement, or which are not, in the opinion of the City Attorney and bond .counsel, materially adverse to the interests of the Issuer. 2.15. Immobilization of Global Certificates by the Depository; Successor DepositorX and Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, immediately upon the original delivery of the .Bonds the Purchaser will deposit the G1obaT Certificates representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten. form or otherwise as acceptable to the Depository, shall be registered in the name of the Depository or its nominee and shall be held immobilized from circulation at the offices of the Depository. The • -7- Depository or its nominee will be the sole holder of record of the Global Certificates i and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any Global Certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this Section. Global Certificates evidencing the Bonds may not, after their original delivery, be transferred or exchanged except: (i) To any successor of the Depository (or its nominee) or any substitute depository (a "Substitute Depository") designated pursuant to clause (ii) of this subparagraph, provided that any successor of the Depository or any Substitute Depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code, Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, (ii) To a Substitute Depository designated by and acceptable to the Issuer upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the Issuer that the Depository is no longer able to carry out its functions, provided that any Substitute Depository must be qualified to act as such, as provided in clause (i) of this subparagraph, or (iii) In the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the Issuer is unable to locate a Substitute Depository within two (2) months following the resignation or discontinuance, or (b) the Issuer determines in its sole discretion that (1) the continuation of the book entry system described herein might. adversely affect the interests of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they obtain certificated Bonds, in either of which events the Issuer shall notify Holders of its determination and the Issuer, the Registrar and the Depository shall cooperate in providing certificates (the "Replacement Bonds") to Holders and the registration, transfer and exchange of such Bonds shall thereafter be conducted as provided in Section 2.10 of this resolution. In the event of a replacement of the Depository as may be authorized by the second paragraph of this Section, the Registrar upon presentation of Global Certificates shall register their transfer to the substitute or successor depository, and • -8- the substitute or successor depository shall be treated as the Depository for all i purposes and functions under this resolution. The Depository Letter Agreement ~I shall not apply to a Substitute Depository unless the Issuer and the Substitute Depository so agree, and a similar agreement may be entered into. Section 3. Security Provisions. 3.01. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the Finance Director shall deposit $ 2, soy, 250 of the proceeds into a separate construction account to be disbursed to pay issuance costs of the Bonds and the cost of constructing the Improvements. Any funds remaining after payment of all such costs shall be transferred to the Sinking Fund established pursuant to Section 3.02. 3.02. Water Revenue Bonds, Series 1995D Sinking Fund. So long as any of the Bonds are outstanding and. any principal thereof or interest thereon unpaid, .the Finance Director shall maintain a separate and special Water Revenue Bonds, Series 1995D Sinking Fund of the Issuer as a separate and special fund of the Issuer (the "Sinking Fund") to be used for no purpose other than the payment of the principal of and interest on the Bonds and such other general obligation water revenue bonds of the Issuer as have been or may be directed to be paid from the Sinking Fund. If the balance in the Sinking Fund is ever insufficient to pay all principal and interest then due on bonds payable therefrom, the Finance Director shall nevertheless provide sufficient money from any other funds of the Issuer which are available for • that purpose, and such other funds shall be reimbursed from subsequent receipts of netrevenues appropriated to the Sinking Fund and, if .necessary, from the proceeds of the taxes levied for the Sinking Fund. The Finance Director shall deposit in the Sinking Fund the proceeds of all taxes levied and all other money which may at any time be received for or appropriated to the payment of such bonds and interest thereon, including the net revenues herein pledged and appropriated to the Sinking Fund, all collections of any ad valorem taxes levied for the payment of the Bonds, all proceeds of the Bonds in excess of $2,807,250.00, and all other moneys appropriated to the payment of the Bonds and the interest thereon. 3.03. Sufficiency of Revenues. It is hereby found, determined and declared that the Issuer owns and operates the water utility as arevenue-producing utility and convenience, and that the net operating revenues of the utility, after deducting. from the gross receipts derived from charges for the service, use and availability of the utility the normal, current and reasonable expenses of operation and maintenance thereof, will be sufficient, together with any other pledged funds, for the payment when due of the principal of and interest on the Outstanding Bonds and the Bonds herein authorized. 3.04. Rate Covenant: Pledge of Revenues; Additional Bonds. Pursuant to the provisions of Minnesota Statutes, Section 444.075, as amended, the Issuer hereby -9- covenants and agrees with the owners from time to time of the Bonds that so long as any of the Bonds are outstanding, the Issuer will impose and collect reasonable charges for the service, use and availability of the System to the Issuer and its inhabitants according to schedules calculated to produce net revenues which will be sufficient, with other available revenues, to pay all principal and interest when due on the Bonds and any other bonds payable therefrom, and said net revenues, to the extent necessary, are hereby irrevocably pledged and appropriated to the payment of the Bonds and interest thereon on a parity with the pledge thereof to the Outstanding Bonds. Nothing herein shall preclude the Issuer from hereafter making further pledges and appropriations of net revenues of the System for the payment of additional obligations of the Issuer hereafter authorized if the City Council determines before the authorization of such additional obligations that the estimated net revenues of the System .will, with any other sources of funds pledged, be sufficient for the payment of the Bonds, any other bonds then payable therefrom .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 herein made. 3.05. Full Faith and Credit Pledged. The full faith and credit and taxing powers of the Issuer shall be and are hereby irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds, and the Issuer covenants and agrees that it will make good any deficiency in the Sinking Fund for the payment of such principal and interest from the general fund of the Issuer. On or i before October 1 of each year, beginning in 1995, the Finance Director will calculate and certify to this Council the total amount of cash on hand in the Sinking Fund and. the available net revenues of the System on hand and estimated to be received and available on or before the first day of October of the next succeeding year, and shall determine the sufficiency of such total amount for the payment of principal of and interest on the Bonds coming due on or before such October. l as shown by the debt service schedule attached as Appendix I to this resolution. If such total amount is determined to be insufficient for such payments, this Council shall forthwith appropriate to the Sinking Fund sufficient available moneys of the Issuer to make good the deficiency, and if available moneys of the Issuer are not on hand in amounts sufficient for this purpose, this Council shall forthwith levy and certify to the Dakota County Auditor for collection in the following year a tax at least five percent in excess of the amounts adequate to make good the deficiency. The Finance Director shall also at the same time estimate and certify to this Council the amount which will be on hand in the Sinking Fund after payment of principal and interest payable on said first day of October, and the amount of net revenues of the System to be received and available for such purpose in the period of twelve months beginning on said first day of October and shall determine the sufficiency of such estimated amounts for the payment of the principal of and interest on the Bonds coming due during and immediately at the. end of such twelve-month period. If the amount of estimated net revenues to become available -10- during such period- is determined to be insufficient for such payment, this Council shall forthwith cause to be levied and certified to the Dakota County Auditor for collection in the following year a tax at least five percent in excess of amounts adequate to make good the deficiency. Section 4. Defeasance. When alI of the Bonds have been discharged as provided in this Section 4, all pledges, covenants and other rights granted by this resolution to the owners of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by irrevocably 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, the Issuer may nevertheless discharge its obligations with respect thereto by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; provided that notice of the redemption thereof has been duly given as provided in Section 2.05. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, • bearing interest payable at such time and at such rates and maturing on such dates as shall be required, without reinvestment, to pay all principal and interest to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. Section 5. Certification of ProceedinQS. 5.01. Registration of Bonds. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Dakota County, together with such other information as the County Auditor shall require,. and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register. 5.02. Authentication of TranSCrlDt. The officers of the Issuer and the Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney P.L.L.P., 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 -11- representations of the Issuer as to the correctness of all. statements contained • therein. 5.03. Official Statement. The Official Statement relating to the Bonds, dated May 2, 1995, prepared and distributed on behalf of the Issuer by Springsted Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the Issuer to prepare and distribute 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 Exchange Commission under the Securities and Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section b. Tax Covenants and Arbitrage Matters. 6.01. Restrictive Action. The Issuer covenants and agrees. with the registered owners of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payable on the Bonds to become includable in gross income for purposes of taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and applicable • Treasury Regulations (the "Regulations"), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become includible in gross income of the recipient under the Code and the Regulations. All improvements so financed will be owned and maintained by the Issuer and available for use by members of the general public on a substantially equal basis. So long as any of the Bonds are outstanding, the Issuer shall not enter into any lease, use agreement, capacity agreement, management agreement or other contract or agreement with any non-governmental person relating to the use of the Project or the System 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. 6.02. Arbitrage Certification. The Mayor and Clerk being the officers of the Issuer 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 the provisions of Section 148 of the Code and Section 1.148-2(b) of the 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 the Regulations. -12- 6.03. Rebate. The Issuer acknowledges that the Bonds are subject to the • rebate requirements of Section 148(f) of the Code. The Issuer 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 purpose, unless the Bonds qualify for the exception from the rebate requirement under Section 148(f)(4)(C) of the Code and Section 1.148-7(e) 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. In furtherance of the foregoing, the Mayor and Clerk are hereby authorized and directed to execute a Rebate Certificate, in the form prescribed by Bond Counsel, and the Issuer hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. 6.04. Qualified Tax-Exempt Obli ations. The City Council hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of qualified tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which will be issued by the Issuer and all subordinate entities during calendar year 1995 does not exceed $10,000,000. • 6.05.. Reimbursement. The Issuer certifies that the proceeds of the .Bonds will not be used by the Issuer to reimburse itself for any expenditure with respect to the Improvements which the Issuer paid or will have paid earlier than 60 days prior to the date of issuance of the Bonds; 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. • -13- • Approved and adopted this 15th day of May, 1995. CITY OF LAKEVILLE By Duane Zau ayor Attest: ,h - ~ ~ Charlene Friedges, ity Clerk Upon vote being taken thereon, the following voted in favor thereof: Zaun, Harvey, Johnson, Mulvihill, Sindt • and the following voted against the same: none whereupon the resolution was declared duly passed and adopted. -14- APPENDIX I • Debt Service Payable on the Bonds Annual Date Principal Rate Interest Total Payment 2/ 1/1996 96,111.67 96,111.67 96,111.67 8/ 1/1996 72,083.76 72,083.76 2/ 1/1997 135,000 4.375 72,083.76 207,083.76 279,167.52 8/ 1/1997 .69,130.63 69,130.63 2/ 1/1998 140,000 4.500 69,130.63 209,130.63 278,261.26 8/ 1/1998 65,980.63 65,980.63 2/ 1/1999 145,000 4.500 65,980.63 210,980.63 276,961.26 8/ 1/1999 62,718.13 62,718.13 2/ 1/2000 150,000 4.600 62,718.13 212,718.13 275,436.26 8/ 1/2000 59,268.13 59,268.13 2/ 1/2001 160,000 4.700 - 59,268.13 .219.,268.13 278,536.26 8/ 1/2001 55,508.13 55,508.13 2/ 1/2002 165,000 4.800 55,508.13 220,508.13 276,016.26 8/ 1/2002 51,548.13 51,548.13 2/ 1/2003 175,000 4.900 51,548.13 226,548.13 278,096.26 8/ 1/2003 47,260.63 47,260..63 2/ 1/2004 185,000 5.000. 47,260.63 232,260.63 .279,521.26 8/ 1/2004 42,635.63 42,635.63 2/ 1/2005 195,000 5.100 42,635.63 237,635.63 280,271.26 8/ 1/2005 37,663.13 37,663.13 2/ 1/2006 205,000 5.200 37,663.13 242,663.13 280,326.26 8/ 1/2006 32,333.13 32,333.13 2/ 1/2007 215,000 5.250 32,333.13. 247,333.13 279,666.26 8/ 1/2007 26,689.38 26,689.3 8 2/ 1/2008 225,000 5.375 26,689.38 251,689.38 278,378.76 8/ 1/2008 20,642.50 20,642.50 2/ 1/2009 240,000 5.400 20,642.50 260,642.50 281,285.00 8/ 1/2009 14,162.50 14,162.50 2/ 1/2010 250,000 5.500. 14,162.50 264,162.50 278,325.00 8/ 1/2010 7,287.50 7,287.50 2/.1/2011 265,000 5.500 7,287.50 272,28?.50 279,575.00 TOTALS $2,850,000 $1,425,935.55 $4,275,935.55 .$4,275.,935.55 Discount (plus) $35,794.05 let Interest Cost $1,461,729.60 • EXHIBIT A • [FORM OF GLOBAL CERTIFICATE] UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF LAKEVILLE GENERAL OBLIGATION WATER REVENUE BOND, SERIES 1995D R" $ Interest Maturity Date of Rate Date Original Issue CUSIP June 1, 1995 REGISTERED OWNER: KRAY & CO. PRINCIPAL AMOUNT: • THE CITY OF LAKEVILLE, DAKOTA COUNTY, MINNESOTA (the "Issuer"), acknowledges that it is indebted and for value received promises to pay to the. registered owner specified above or on the certificate of registration attached hereto, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1996, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months),.from the date of original issue specified above until the principal amount is paid, all subject to the provisions referred to herein with respect to the redemption of this Bond before maturity. This Bond will bear interest from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable by wire transfer (or other agreed means of payment), in same day funds or its equivalent, on each payment date no later than 12:00 noon (Chicago, Illinois time) upon presentation and surrender hereof at the principal office of First Trust National Association, in St. Paul, Minnesota (the "Registrar"), acting as paying agent, or any successor paying agent duly appointed. by the Issuer. Interest on this Bond will be paid on each Interest Payment Date (by 12:00 noon, Chicago, Illinois time) by wire transfer (or other agreed means of payment) in same day funds or its equivalent to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Registrar and at the address • A-1 appearing thereon at the close of business on the fifteenth calendar day of the • month immediately preceding such Interest Payment Date. (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten (10) days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of .Authentication hereon shall have been executed by the Registrar. Date of Payment Not Business Day. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date' shall have the same force and effect as if made on the nominal date of payment. • Issuance; Purpose. This Bond is one of a series in the total principal amount of $2,850,000, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 444.075 and Chapter 475, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on May 15, 1995 (the "Resolution"), to finance certain improvements to the municipal water system of the Issuer. Redem tion. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption; provided, however, for the partial redemption of Global Certificates the Issuer will notify the Depository of the amount to be prepaid and the Depository will determine by lot the amount of each participant's interest to be redeemed and each participant will then select by lot the beneficial ownership interests to be redeemed. The Clerk shall cause notice of redemption to be mailed, at least 30 days prior to the designated redemption date, by first class mail, to the Registrar and to the registered owners of each Bond to be redeemed at their addresses as they appear on the bond • A-2 register maintained by the Registrar, but no defect in or failure to give such mailed notice shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. The owner of any Bond redeemed in part shall receive, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. Denominations; Exchange and Resolution. The Bonds are issuable originally only as Global Certificates in the denomination of the entire principal amount of the series maturing on a single date. Global Certificates are not exchangeable for fully registered Bonds of smaller denominations except in exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided below, are issuable solely as fully registered Bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference. is hereby made to the Resolution for a description of the rights and duties of the Registrar. Copies of the Resolution are on file in the principal office of the Registrar. • Replacement Bonds. Replacement Bonds may be issued by the Issuer: (a) if Midwest Securities Trust Company (the "Depository") shall resign or discontinue its services for the Bonds, and only if the Issuer is unable to locate a substitute depository within two (2) months following the resignation or discontinuance, or (b) upon a determination by the Issuer in its sole discretion that (1) the continuation of the book-entry system described in the Resolution might adversely affect the interests of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they obtain certificated Bonds. Transfer. This Bond .shall be registered in the name of the transferee on the books of the Issuer by presenting this Bond for registration to the Registrar, who will endorse its name and the date of registration opposite the name of the transferee in the certificate of registration attached hereto. Thereafter this Bond .may be transferred by delivery with an assignment duly executed by the Holder or the Holder's legal representative, and the Issuer and Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, • A-3 accompanied by assurance of the nature provided by law that the assignment is .genuine and effective, and until such transfer is registered on said books and Bond hereon by the Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Registrar. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. Qualified Tax-Exempt Obli ations. The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the Issuer according to its terms, have been done, have happened and have been performed, in regular and due form, time and manner as required by .law; that in and by the Resolution the Issuer has covenanted and agreed with the owners of the Bonds that it will impose and collect reasonable charges for the service, use and availability of the System according to schedules estimated to be sufficient to produce net revenues adequate to pay all principal of and interest on the Bonds and any other outstanding or additional bonds payable therefrom, as such .principal :and interest respectively become due; that, if necessary for the payment of such principal and interest, ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of the Bonds does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. A-4 IlV WITNESS WHEREOF, the City of Lakeville, Dakota County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below. CITY OF LAKEVILLE, MINNESOTA (facsimile signature) (facsimile signature) City Clerk Mayor Date of Registration: REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. FIRST TRUST NATIONAL ASSOCIATION, • as Registrar A-5 • CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or the owner's legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER REGISTRAR • • A-6 • ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Gust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto • the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond 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: • A-7 • EXHIBIT B [FORM OF NON-GLOBAL CERTIFICATE] UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF LAKEVILLE GENERAL OBLIGATION WATER REVENUE BOND, SERIES 1995D R- $ .INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP June 1, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: • THE CITY OF LAKEVILLE, DAKOTA COUNTY, STATE OF MINNESOTA (the "Issuer"), acknowledges that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1996, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months), for the date of original issue specified above until the principal amount is paid, all subject to the provisions referred to herein with respect to the redemption of this Bond before maturity. This Bond will bear interest from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of First Trust National Association, in St. Paul, Minnesota (the "Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer. maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth calendar day of the month immediately preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is B-1 • the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten (10) days prior to the Special Record. Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the Issuer according to its terms, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that in and by the Resolution the Issuer has covenanted and agreed with the owners of the Bonds that it will impose and collect reasonable charges for the service, use and availability of the System according to schedules sufficient to produce net revenues adequate to pay all principal of and interest on the Bonds and any other outstanding or additional • bonds payable therefrom, as such principal and interest respectively become due; that, if necessary for the payment of such principal and interest, ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Lakeville, Dakota County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below. Attest: CITY OF LAKEVILLE, MINNESOTA CITY CLERK MAYOR Date of Registration: • B-2 • REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. FIRST .TRUST NATIONAL ASSOCIATION, as Registrar [REVERSE OF BOND] Date of Payment Not Business Day. If the date for payment. of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall • have the same force and effect as if made on the nominal date. of payment. Issuance; Purpose. This Bond is one of a series in the total principal amount of $2,850,000, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 444.075 and Chapter 475, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on May 15, 1995 (the "Resolution"), to finance various improvements to the municipal water system of the Issuer. Redemption. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption. The Clerk shall cause notice of redemption to be mailed, at least 30 days prior to the designated redemption date, by first class mail, to the Registrar and to the registered owners of each Bond to be redeemed at their addresses as they appear on the bond register maintained by the Registrar, but no defect in or failure to give such mailed notice shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption • B-3 having been given as aforesaid, the Bonds or portions thereof so to be redeemed i shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions thereof shall cease to bear interest. The owner of any Bond redeemed in part shall receive, upon surrender of such Bond to the Registrar, one or more new Bonds. in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. Denominations; Exchange and Resolution. The Bonds are issuable solely as fully registered Bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties_of the Registrar.. Copies of the Resolution are on file in the principal office of the Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Registrar upon presentation and surrender hereof to the Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Registrar. Thereupon the Issuer shall execute • and the Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this .Bond, of the same maturity and. bearing interest at the same rate. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the .contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. • B-4 Qualified Tax-Exempt Oblieations. The Bonds have been designated.. by the • Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties. JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Gust) (Minor) under the Uniform Transfers to Minors Act • (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. • B-5 Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond 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: • B-6