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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. 95-102 ,entitled: "RESOLUTION
RELATING TO $2,350,000 GENERAL OBLIGATION TEMPORARY TAX
INCREMENT BONDS, SERIES 1995B; 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not as of the date hereof been amended or repealed.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: N~nP
WITNESS my hand officially this """day 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 by Councilmember Harvey
RESOLUTION NO. 9 5 -10 2
RESOLUTION RELATING TO $2,350,000 GENERAL OBLIGATION
TEMPORARY TAX INCREMENT BONDS, SERIES 1995B;
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. 95-86, adopted May 1,
1995, authorized the issuance and sale of $2,350,000 General Obligation Temporary
Tax Increment Bonds, Series 1995B (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 Fss Investment
Services, Inc. in Minneapolis
Minnesota [and associates] (the "Purchaser"), to purchase the Bonds at a price of
$ 2 , 3 3 s , 2 5 0 . o o 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, as the date of original issue 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 (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 as fully registered bonds, shall be in the denomination of
$5,000 each, or any integral multiple thereof, shall mature on June 1, 1998, .and shall
bear interest from date of issue until paid or duly called for redemption at the
• -annual rate of Four and_Four Tenths_Y_ percent (4.4o°l0) per annum.
2.04. Interest Payment and Record Dates. The Bonds bear interest payable
on June 1 and December 1 of each year (an "Interest Payment Date"), commencing
December 1, 1995, 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.
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2.05. Redemption. The Bonds shall be subject to redemption and
• prepayment at the option of the Issuer on June 1, 1997 or any date thereafter, in
whole or in part, and if in part 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
the call for redemption thereof to be published as required by law, and at least thirty
days prior to the designated redemption date, 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
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.
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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. Registrar. 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.
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.
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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.
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.
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(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
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. Descri tion 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
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and rules governing it will receive and forward payments on behalf of the beneficial
owners of the Global Certificates.
2.14. Deposes 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
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
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:
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• (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
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 $2 , 2 24 , 400
and from the Redevelopment Fund there shall be paid public redevelopment costs
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 Taxable Tax Increment
Bonds, Series 1995C (the "Series 1995C Bonds") shall be payable from the Bond
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Fund. The Issuer irrevocably appropriates to the Bond Fund: (a) all amounts in
excess of $2,331,200.00 received from the Purchaser; (b) capitalized interest in the
amount of $ 206, soo ; (c) the ad valorem tax increments described in Section
3.03 of this resolution; (d) the ad valorem taxes described in 3.04 hereof; (e) any
excess Bond proceeds as described in Section 3.01 of this resolution; and (f) to the
extent necessary, the proceeds from the sale of definitive general obligation tax
increment bonds, or the proceeds of a series of additional general obligation
temporary tax increment bonds, required to be sold by the Issuer in accordance with
Minnesota Statutes, Section 469.178, Subdivision 5, to provide funds for the
payment of the principal of the Bonds at maturity as provided in Section 3.05 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 19950 Bonds or
other bonds of the City that may be made payable therefrom as provided in Section
3.06 or the payment from time to time to the United States of amounts required by
Section 14$(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 19950 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,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. It is hereby determined that the funds appropriated to
the Bond Fund as set forth in Section 3.02 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. Refundin Bonds. The City hereby covenants and agrees that: (1) at or
prior to the maturity of the Bonds it will sell and issue its general obligation tax
increment bonds or its general obligation temporary tax increment bonds, .pursuant
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• to Minnesota Statutes, Section 469.178, in a principal amount sufficient to provide
funds in an amount sufficient, with any other moneys appropriated to or on hand
in the Bond Fund and available therefor, to pay the principal of and interest on the
Bonds due at their maturity; and (2) if any Bond is not paid in full at maturity the
City will, upon request by the holder of such Bond, authorize, execute and deliver to
such holder, in exchange for such Bond, a general obligation temporary tax
increment bond in a like principal amount, dated as of June 1, 1998, maturing on
June 1, 1999, and bearing interest at the maximum rate then permitted by law, as
authorized by Minnesota Statutes, Section 469.178, Subdivision 5.
3.06. 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 or the
Series 1995C 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 and interest
to become due thereon to maturity or earlier designated redemption date.
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•
Section 5. Ce~'tification of Proceedings.
• 5.01. Registration of Bonds. The Recorder is hereb authorized and directed
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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.
Section 6. 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 income 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 financed with .proceeds of the Bonds 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
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agreement or other contract or agreement with any non-governmental person
• relating to the use of such facilities 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.
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 ag bons. 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,
• -12-
4
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%'0 of the "issue price" of the Bonds.
Approved and adopted this 15th day of May, 1995.
CITY OF LAKEVILLE
By:
Duane Zaun, yor
Attest:
f 7 ~ ~ -
Charlene Frieda s, City 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.
• -13-
• EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF LAKEVILLE
GENERAL OBLIGATION TEMPORARY TAX INCREMENT BOND, SERIES 1995B
R- $
Interest Maturity Date of
Rate Date Original Issue CUSIP
June 1, 1995
REGISTERED OWNER: KRAY & CO.
PRINCIPAL A~v1OUNT:
• 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 June 1 and December 1 of each year (each, an "Interest
Payment Date"), commencing December 1, 1995, 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")
A-1
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.
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; Pur ose. This Bond is one of a series in the total principal amount
of $2,350,000, 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 shall be subject to redemption at the option of the
Issuer on June 1, 1997 or any date thereafter, in whole or in part, and if in part 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
• A-2
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
(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
. A-3
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.
Qualified Tax-Exempt Obligations. 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 the Issuer has established its General
Obligation Tax Increment Bonds, Series 1995B Bond Fund and has appropriated
thereto ad valorem tax increments to be derived from tax increment financing
districts 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 to the extent that the principal
of and interest on the Bonds cannot be paid when due from tax increment revenues
or other funds appropriated for that purpose, the Bonds shall be paid from proceeds
of general obligation bonds of the Issuer offered for sale in advance of the maturity
A-4
date of the Bonds; but the Issuer has pledged its full faith and credit and taxing
powers for the payment of the principal of and interest on the Bonds when due, and
if the Bonds and the interest thereon are not paid in full when due, the Issuer is
required to levy upon all taxable property within its corporate limits, without
limitation as to rate or amount, an ad valorem tax in an amount sufficient to pay
such principal and interest. It is further certified, recited, covenanted and agreed
that if this Bond is not paid in full at maturity, in addition to any other remedy
authorized or permitted by law, the holder of this Bond may also require that the
Issuer issue, in exchange for this Bond, on apar-for-par basis, new general obligation
temporary tax increment bonds of the City, dated June 1, 1998 and maturing June 1,
1999, and bearing interest at the maximum rate of interest permitted by Iaw; 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 sig,,nature) (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 04VNER REGISTRAR
•
• A-6
ABBREVIATIONS
• The followin abbreviations when used in the inscri tion on the fa
g p ce 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 TEMPORARY TAX INCREMENT BOND, SERIES 1995B
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 June 1 and December 1
of each year (each, an "Interest Payment Date"), commencing December 1, 1995, 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 tax increment financing
districts 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 to the extent that the principal
• of and interest on the Bonds cannot be paid when due from tax increment revenues
or other funds appropriated for that purpose, the Bonds shall be paid from proceeds
of general obligation bonds of the Issuer offered for sale in advance of the maturity
date of the Bonds;. but the Issuer has pledged its full faith and credit and taxing
powers for the payment of the principal of and interest on the Bonds when due, and
if the Bonds and the interest thereon are not paid in full when due, the Issuer is
required to levy upon all taxable property within its corporate limits, without
limitation as to rate or amount, an ad valorem tax in an amount sufficient to pay
such principal and interest. It is further certified, recited, covenanted and agreed
that if this Bond is not paid in full at maturity, in addition to any other remedy
authorized or permitted by law, the holder of this Bond may also require that the
Issuer issue, in exchange for this Bond, on agar-for-par basis, new general obligation
temporary tax increment bonds of the City, dated June 1, 1998 and maturing June 1,
1999, and bearing interest at the maximum rate of interest permitted by law; and that
the issuance of the Bonds does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness.
• B-2
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:
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 $2,350,000, 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
• B-3
Redevelopment Project No. 1 within which has been established a redevelopment
. tax increment financing district encompassing the Fairfield Business Park.
Redemption. The Bonds shall be subject to redemption at the option of the
Issuer on June 1, 1997 or any date thereafter, in whole or in part, and if in part 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 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
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
• B-4
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.
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