HomeMy WebLinkAbout95-103 r`
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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
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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. 95-103 ,entitled: "RESOLUTION RELATING
TO $1,415,000 GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS,
SERIES 1995C; 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hereof been amended or repealed.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 may of May, 1995.
Charlene Friedg ,City Clerk
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Councilmember Johnson introduced the following resolution and
moved its adoption, which motion was seconded b Councilmember xarve
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RESOLUTION NO. 9 5- l 0 3
RESOLUTION RELATING TO $1,415,000 GENERAL OBLIGATION
TAXABLE TAX INCREMENT BONDS, SERIES 1995C; 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 and Sale.
1.01. Authorization. This Council, by Resolution No. 95-87, adopted May 1,
1995, authorized the issuance and sale of $1,415,000 General Obligation Taxable Tax
Increment Bonds, Series 1995C (the "Bonds"), of the Issuer to finance certain public
redevelopment costs of a redevelopment project denominated I-35W
Redevelopment Project No. 1 (the "Project") established by the Housing and
Redevelopment Authority in and for the City of Lakeville (the "Authority") and
• within which has been established a redevelopment tax increment financing district
encompassing the Fairfield Business Park (the "District").
1.02. 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 Fidelity
Capital Markets in Chicago
Illinois [and associates] (the "Purchaser"), to purchase the Bonds at a price of
$1, 393, 775.00 plus accrued interest on all Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03. 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
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.
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Section 2. -Bond Terms: Registration• Execution and Deliver
• 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
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
and 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:
Year Amount Rate Year Amount Rate
1998 $45,000 ~ . s o% 2007 $ 80,000 ~ • 2 5%
1999 50,000 ~ • 10 2008 90,000 ~ • 30
2000 50,000 ~ • 10 2009 100,000 ~ . s 5
2001 55,000 ~ • l0 2010 105,000 ~ • ao
2002 60,000 ~ . s o 2011. 115,000 ~ • a 5
2003 65,000 ~ • l 0 2012 120,000 ~ • 5 0
2004 65,000 ~ • l0 2013 130,000 ~ . so
2005 70,000 7 . io 2014 140,000 ~ . 50
2006 75,000 ~ . 20
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 comprising 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
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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.
Interest on the Bonds shall be includable in gross income for purposes of
federal income taxation.
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
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
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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 larger than $5,000 may be redeemed in part in any
integral multiple of $5,000. The holder of any Non-Global Bond that 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
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.
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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.
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.
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The Registrar shall administer and observe on behalf of and at the expense
• of the Issuer all applicable requirements of the Code, now or hereafter relating to
information reporting, withholding .and similar requirements with respect to
ownership or payment of the Bonds, including, without limitation, such
requirements imposed by Sections 871(h)(2)(B), 1441, 1442, 3406, 6045 and 6049 of the
Code.
2.11. Ri hg is 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:
(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
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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-Entry S, stem.
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 bathe Depository; Successor
De ository 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 Global 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
Depository or its nominee will be the sole holder of record of the Global Certificates
and no investor or other party purchasing, selling or otherwise transferring
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.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
the substitute or successor depository shall be treated as the Depository for all
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purposes and functions under this resolution. The Depository Letter Agreement
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. Fairfield Business Park Redevelopment Fund. There is hereby
established on the official books and records of the Issuer a Fairfield Business Park
Redevelopment Fund (the "Redevelopment Fund"). To the Redevelopment Fund
there shall be credited from the proceeds of the Bonds the sum of $1, z 21, 49 5
and from the Redevelopment Fund there shall be paid public redevelopment rnsts
of the Project. After payment of all such public redevelopment costs, the
Redevelopment Fund shall be discontinued and any Bond proceeds remaining
therein shall be transferred to the General Obligation Tax Increment Bonds, Series
1995 Bond Fund established in Section 3.02.
3.02. General Obligation Tax Increment Bonds, Series 1995 Bond Fund. So
long as any of the .Bonds are outstanding and any principal of or interest thereon
unpaid, the Finance Director shall maintain a separate debt service fund on the
official books and records of the Issuer to be known as the General Obligation Tax
Increment Bonds, Series 1995 Bond Fund (the "Bond Fund"), and the principal of
and interest on the Bonds and the City's General Obligation Temporary Tax
Increment Bonds, Series 1995B (the "Series 1995B Bonds") shall be payable from the
Bond Fund. The Issuer irrevocably appropriates to the Bond Fund: (a) all amounts
• in excess of $1,393,775.00 received from the Purchaser; (b) capitalized interest in the
amount of $1 ~ 2 , 2 s o ; (c) the ad valorem tax increments described in Section 3.03
of this resolution; (d) the ad valorem taxes described in 3.04 hereof; and (e) any
excess Bond proceeds as described in Section 3.01 of this resolution. The moneys on
hand in the Bond Fund from time to time shall be used solely to pay the principal of
and interest on the Bonds, the Series 1995B Bonds or other bonds of the City that
may be made payable therefrom as provided in Section 3.05 or the payment from
time to time to the United States of amounts required by Section 148(f) of the Code.
3.03. Pledge of Tax Increments.. Tax increments to be derived and pledged
by the Authority pursuant to a Tax Increment Pledge Agreement to be executed by
the Issuer and the Authority are pledged and appropriated for the payment of the
principal of and interest on the Bonds and the Series 1995B Bonds and so much
thereof as is necessary from time to time for this purpose shall be deposited into the
Bond Fund. The Mayor and City Clerk are hereby authorized and directed to execute
and deliver a Tax Increment Pledge Agreement on .behalf of the Issuer for the
foregoing purpose.
3.04. 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,
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the full faith, credit and. unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. It is hereby determined that the collections of tax
• increments as set forth in Section 3.03 of this resolution will produce amounts not
less than 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. Nevertheless, if the balance in the Bond Fund
is at any time insufficient to pay all interest and principal then due on all Bonds
payable therefrom, the payment shall be made from any fund of the Issuer which is
available for that purpose, subject to reimbursement from the Bond Fund when the
balance therein is sufficient, and the City Council covenants and agrees .that it will
each year levy a sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency, which levy is not subject to any
constitutional or statutory limitation.
3.05. Additional Bonds. The Issuer reserves the right to issue such
additional general obligation tax increment bonds as .may be required to finance or
refinance public redevelopment costs of the Project not financed by the Bonds,
including bonds necessary to refund the Series 1995B Bonds, and to make such
additional bonds and the interest thereon payable from the tax increments collected
from the Project on a parity as to both principal and interest with the Bonds herein
authorized and all other bonds payable therefrom.
Section 4. 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 registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof
in full with interest accrued from the due date to the date of such deposit. The
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 an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. 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 authorized by law to be so deposited,
bearing interest payable at such time and at such rates and maturing or callable at
the holder's option on such dates as shall be required to pay all principal, interest
and redemption premiums to become due thereon to maturity or earlier designated
redemption date.
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Section 5. Certification of Proceedings.
• 5.01. Registration of Bonds. The Recorder 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 Auditor's
bond register.
5.02. Authentication of Transcript. The officers of the Issuer and the
County 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
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 delivered. 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.
Approved and adopted this 15th day of May, 1995.
CITY OF LAKEVILLE
By
Duane Zaun, M
A/t~test:
~ ~ n l~-
Charlene Friedges,; ity Clerk
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• Upon vote being taken thereon, the following voted in favor thereof:
Zaun, Harvey, Johnson, Mulvihill, Sindt
and the following voted against the same: crone
whereupon the resolution was declared duly passed and adopted.
•
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EXHIBIT A
• [FORM OF GLOBAL CERTIFICATE
l
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF LAKEVILLE
GENERAL OBLIGATION TAXABLE TAX INCREMENT BOND,
SERIES 1995C
R- $
Interest Maturity Date of
Rate Date Original Issue- CUSIP
June 1, 1995
REGISTERED OWNER: KRAY & CO.
• PRINCIPAL AMOUNT:
THE CITY OF LAKEVILLE, COUNTY OF DAKOTA, 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
• A-1
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
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.
Interest Taxable. Interest on the Bonds is includable in gross income for
federal income tax purposes and in taxable net income of individuals, estates and
trusts for Minnesota income tax purposes. Interest on the Bonds is also includable
in taxable income of corporations and financial institutions for purposes of the
Minnesota franchise tax.
. Date of Pavment 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 $1,415,000, 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, Sections 469.001 to 469.047, Sections 4~i9.174 to 469.179 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 public
redevelopment costs of a redevelopment project denominated I-35W
Redevelopment Project No. 1 within which has been established a redevelopment
tax increment financing district encompassing the Fairfield Business Park.
• A-2
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.
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 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
• A-3
(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,
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.
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 the Issuer has established its General
Obligation Tax Increment Bonds, Series 1995 Bond Fund and has appropriated
thereto ad .valorem tax increments to be derived from a tax increment financing
district heretofore established by the Issuer, which .tax increments are estimated to be
• A-4
receivable in years and amounts not less than the amounts required to pay the
principal of and interest on the Bonds when 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.
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.
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 TAXABLE TAX INCREMENT BOND, SERIES 1995C
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), 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 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 the Issuer has established its General
Obligation Tax Increment Bonds, Series 1995 Bond Fund and has appropriated
thereto ad valorem tax increments to be derived from a tax increment financing
district heretofore established by the Issuer, which tax increments are estimated to be
receivable in years and amounts not less than the amounts required to pay the
principal of and interest on the Bonds when 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.
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.
Attest: CITY OF LAKEVILLE, MINNESOTA
CITY CLERK MAYOR
Date of Registration:
• B-2
• REGISTRAR'S CERTIFICATE OF AU N
.THE TICATION
This Bond is one of the Bonds described in the Resolution mentioned
within.
FIRST TRUST NATIONAL
ASSOCIATION, as Registrar
[REVERSE OF BOND]
Interest Taxable. Interest on the Bonds is includable in gross income for
federal income tax purposes and in taxable net income of individuals, estates and
trusts for Minnesota income tax purposes. Interest on the Bonds is also includable
in taxable income of corporations and financial institutions for purposes of the
Minnesota franchise tax.
Date of Payment Not Business DaX. 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 $1,415,000, 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, Sections 469.001 to 469.047, Sections 469.174 to 469.179 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 public
redevelopment costs of a redevelopment project denominated I-35W
Redevelopment Project No. 1 within which has been established a redevelopment
tax increment financing district encompassing the Fairfield Business Park.
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
• B-3
selected by the Registrar by Iot 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
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 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 u on 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
• B-4
Y
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.
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.
• B-5
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:
. B-6