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HomeMy WebLinkAbout95-101 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-l01 ,entitled: "RESOLUTION RELATING TO $4,450,000 GENERAL OBLIGATION IMPROVEMENT BONDS,. SERIES 1995A; 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of such • meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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 ~~c~'ay of May, 1995. r' /f Charlene Friedge , ity Clerk • a Councilmember Johnson introduced. the following resolution and • moved its adoption, which motion was seconded b Councilmember xarve Y Y RESOLUTION NO. 9 5 -101 RESOLUTION RELATING TO $4,450,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1995A; 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. 95-85, adopted on May 1, 1995, authorized the issuance and sale of $4,450,000 General Obligation Improvement Bonds, Series 1995A (the "Bonds") of the Issuer to finance various public improvements described therein and designated as "Improvement Project No. 94-1 (the 'Troject"). • 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 Firstar Bank Milwaukee, N.A. in Milwaukee Wisconsin [and associates] (the "Purchaser"), to purchase fihe Bonds at a price of $4, 395, 336.75 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 the Proposal. The good faith deposit of the Purchaser shall be retained and deposited by the Issuer until the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Issuance of Bonds. All acts, conditions and things which are required • by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having • been done, now existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds, to provide the security therefor and to issue the Bonds forthwith. 2.02. Date; Global Certificates. The Bonds shall be dated, as originally issued, as of June 1, 1995, and shall be issued forthwith on or after such date using a Global Book Entry System. One Global Certificate representing the aggregate principal amount of the Bonds maturing in each year (the "Global Certificates") will be issued and fully registered as to principal and interest in the name of Kray & Co., as nominee of the Midwest Securities Trust Company (the "Depository"), a Securities 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. Maturi • Interest Rafe• Denominations and Pa ment. 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 Februazy 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 • 1997 $105,000 4.5ogo 2006 295 000 5.2oq, 1998 240,000 4.50 2007 305,000 5.25 1999 230,000 4.50 2008 320,000 5..375 2000 240,000 4.60 2009 335,000 5.40 2001. 245,000 4.70 2010 265,000 5.50 2002 255,000 4.80 2011 280,000 5.50 2003 265,000 4.90 2012 290,000 5.625 2004 275,000 5.00 2013 220,000 5.625 2005 285,000 5.10 The Council finds and determines that such maturities are warranted by the anticipated collection of the special assessments to be levied for the cost of the Project. 2.04. Interest Pa ent 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 • -2- z to the person in whose name the Bond is registered (the "Holder") on the . registration books of the Issuer maintained by the Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) calendar day of the month immediately preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 2.05. Redemption. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption; provided, however, for the partial redemption of Global Certificates the Issuer will notify the Depository of the amount to be prepaid and .the Depository will determine by lot the amount of each participant's interest to be redeemed and each participant will then select by lot the beneficial ownership .interests to be redeemed. At least thirty days prior to the designated redemption date, the Clerk shall cause • notice of call for redemption to be mailed, by first class mail, to the registered owners of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.10 hereof, but no defect in or failure to give such mailed 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 • -3- 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 ig strar. 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. • -4- • 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 cancelled 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. 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. • -5- 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 an 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. Description of the Global Certificates and Global Book-Entr~vstem. 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 -6- 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. De ository 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 Depository 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, • -7- and a quali#ied 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 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. General Obligation Improvement Bonds, Series 1995A Construction Fund. There is hereby established on the official books and records of the Issuer a General Obligation Improvement Bonds, Series 1995A Construction Fund (the "Construction Fund"), and the Finance Director shall continue to maintain the Construction Fund until payment of all costs and expenses incurred in connection with the construction of the Project have been paid. To the Construction Fund there shall be credited from the proceeds of the Bonds, exclusive of unused discount and accrued interest, an amount equal to the estimated cost of -8- the Project to be paid from proceeds of the Bonds and from the Construction Fund there shall be paid all construction: costs and expenses of the Project to be paid from the proceeds of the Bonds, including costs of issuance of the Bonds. There shall also be credited to the Construction Fund all special assessments collected with respect to the Project, until all costs of the Project have been fully paid. After payment of all construction costs, the Construction Fund shall be discontinued and any Bond proceeds remaining therein may be transferred to the other funds or accounts established for construction of other improvements instituted pursuant to Minnesota Statutes, .Chapter 429, as amended. All special assessments on hand in the Construction Fund when terminated or thereafter received, and any Bond proceeds not so transferred, shall be credited to the General Obligation Improvement Bonds, Series 1995A Sinking Fund. of the Issuer established in Section 4. All proceeds of the Bonds deposited in the Construction Fund will be expended solely for the payment of the costs of the Project (or other improvements authorized pursuant to Chapter 429). Section 4. General Obligation Improvement Bonds, Series 1995A Sinking 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 Improvement Bonds, Series 1995A Sinking Fund (the "Bond Fund"), and the principal of and interest on the Bonds shall be payable from the Bond Fund: The Issuer irrevocably appropriates to the Bond Fund (a) any amount in excess of • $4,383,250.00 received from the Purchaser; (b) revenues of the municipal storm and sanitary sewer systems as described in Appendix I attached hereto; (c) all collections of special assessments levied for the Project and received after the completion and payment of all costs of the Project; (d) all taxes levied and collected in accordance with this Resolution; (e) the tax increment revenues pledged pursuant to Section 5 of this resolution; and (f) all other moneys as shall be appropriated by the. City Council to the Bond Fund from time to time. There are hereby established two accounts in the Bond Fund, designated as the "Debt Service Account" and the "Surplus Account." There shall initially be deposited into the Debt Service Account upon the issuance of the Bonds the amounts set forth in (a) and (b) above. Thereafter, during each Bond Year (i.e., each twelve-month period commencing on February 2 and ending on the following February 1, or such shorter period from the date of issuance of the Bonds until February 1, 1996), as monies are received into the Bond Fund, the Finance Director. shall first deposit such monies into the Debt Service Account until an amount has been appropriated thereto sufficient to pay all principal and interest due on the Bonds through the end of the Bond Year. All subsequent monies received in .the Bond Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service Account is insufficient for the payment of principal and interest then due, the Finance Director shall transfer to the -9- Debt Service Account amounts on hand in the Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and losses) on amounts from time to time held in the Debt Service Account and Surplus Account shall be credited or charged to said accounts. If the aggregate 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 Surplus Account in 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. Section 5. Special Assessments; Pledge of Tax Increment Revenues. The Issuer hereby covenants and agrees that, for the payment of a portion of the cost of the Project, the Issuer has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20% of the cost of the Project. The Issuer estimates it will levy special assessments in the aggregate principal amount of $ 9 2 2 , 6 s 1 It is estimated that the principal and interest on such special assessments will be levied and collected in the years and amounts shown on Appendix II attached hereto. In the event any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the Issuer or by the City Council or by any of the officers or employees of the Issuer, either in the making of such assessment or in the performance of any condition precedent thereto, the Issuer. hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon said property. As further security for the Bonds and to pay a portion of the costs of the Project serving such redevelopment project areas, as authorized by the redevelopment plans and the tax increment plans therefor, as amended to the date of adoption of this resolution, there is hereby pledged to the Bond Fund for payment of principal of and interest on the Bonds tax increment revenues derived from Tax Increment Financing District No. 3 within the I-35W Redevelopment Project No. 1 and from the Redevelopment Tax Increment Financing District (Despatch Industries) in Downtown Redevelopment Project No. 2, to the extent necessary to pay such principal and interest when due. Tax increments to be so derived and pledged by the Housing and Redevelopment Authority in and for the City of Lakeville (the "Authority") are authorized pursuant to a Tax Increment Pledge Agreement to be executed by the Issuer and the Authority. 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. • -10- Section 6._ 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 found and determined to be just and equitable that all that part of the cost of the Project not paid by collections of the special assessments to be levied pursuant to Section 5 and tax increment revenues pledged pursuant to Section 5 shall be paid from general ad valorem tax levies upon all taxable property in the City, and that such portion of the cost will not exceed the total benefits to be conferred by the Project upon the City at large. In order to provide the additional amounts required by Minnesota Statutes, Section 475.61, Subdivision 1, for the payment of the Bonds, and provide for the payment of such portion of the cost, there is hereby levied upon all of the taxable property of the City a direct, annual ad valorem tax. The taxes will be levied and collected in the following years and amounts: Levy Years Collection Years A m o u n t 2009 2010 $ 10,304 2010 2011 9,222 2011 2012 181,021 The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid; provided the Issuer reserves the right and power to reduce the tax levies in accordance with the provisions of Minnesota Statutes, Section 475.61. • Section 7. 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. • -11- Section 8. Certification of Proceedings. • 8.01. Re istration of Bonds. The Clerk is hereb authorized and directed to Y 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 and the tax required by law has been levied. 8.02. Authentication of Transcript. The officers of the Issuer and the Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney P.L.L.P., Bond Counsel, certified copies of all proceedings and records relating to the Bonds and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Bonds, as the same appear from the books. and records in their custody .and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. 8.03. Official Statement. The Official Statement relating to the Bonds, dated May 2, 1995, prepared and distributed on behalf of the Issuer by Springsted Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf of the Issuer to prepare and distribute to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering • price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities Exchange Commission under the Securities and Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. Section 9. Tax Covenants and Arbitrage Matters. 9.01. 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 so financed will be owned and maintained by the Issuer and available for use by members of the general public on a substantially equal basis.. So Long as any of the Bonds are outstanding, the Issuer shall not enter into any lease, use agreement, capacity agreement, management agreement or other contract or • -12- agreement with any non-governmental person relating to the use of the Project or . security for the payment of .the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 9.02. 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. 9.03. 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. 9.04. Qualified Tax-Exempt Obli ag Lions. 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. 9.05. Reimbursement. The Issuer certifies that the proceeds of the Bonds will not be used by the Issuer to reimburse itself for any expenditure with respect to the Improvements which the Issuer paid or will have paid earlier than 60 days prior to the date of issuance of the Bonds; provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the Improvements meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the Improvements, as defined • -13- in Section 1.150-2(f)(2) of the Regulations, including engineering or architectural • expenses and similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of the Bonds. Approved and adopted this 15th day of May, 1995. CITY OF AKEVILLE By Duane Zan ayor Attest: Charlene Friedges, C~i~y Clerk Upon vote being taken thereon, the following voted in favor thereof: Zaun, Harvey, Johnson, Mulvihill, Sindt • and the following voted against the same: None whereupon the resolution was declared duly passed and adopted. -14- _ APPENDIX I TrunK Ston water Incose Trunk Sanitary Setirer IneoN Filing Data: 8/ 1/1896 FSlinp Data: 8/ 1/1996 Fllinp Collect Interest ~ Filing Collect Interest Year Year Principal @ 8.5004 Total riar Year. Principal @ 8.5004 Total 1994 1995 120,543 78,798a 199,341 ~ ig84 1996 27,212 17,788a 45,000 1995 1998 72,778 128,583 189,341 ~ 1g85 1988 18,428 28,571 45,000 1998 1997 77,509 121,832 199,341 ~ lggg 1997 17,497 27,503 45,000 1997 1998 82,547 118,794 188,341 ~ 1997 1898 18,635 28,386 45,000 1898 1999 87,913 111,428 189,341 1998 1988 19,848 25,154 45,000 1999 2000 93,827 105,714 199,341 1989 2000 21,138 23,884 45,000 2000 2001 99,713 99,628 199,341 - 2000 2001 22,510 22,490 45,000 2001 2002 108,194 93,147 199,341 I 2001 2002 23,973 21,027 45,b00 2002 2003 113,097 88,244 199,341 I 2002 2003 25,531 19,489 45,000 2003 2004 120,448 78,883 199,341 2003 2004 27,191 17,809 45,000. 2004 2005 128,277 71,064 199,341 I 2004 2005 28,958 18,042 45,000 2005 2008 138,815 62,728 199,341 ~ 2005 2006 30,840 14,180 45,000 2008 2007 145,485 53,846 199,341 2008 2007 32,845 12,155 45,000 2007 2008 154,952 44,389 198,341 2007 2008 34,980 10,020 45,000 2008 2009 185,024 34,317 199,341 ~ 2008 2008 37,253 7,747 45,000 2009 2010 175,751 23,580 199,341 i 2009 2010 39,675 5,325 45,000 ~10 2011 187,177 12,187 199,344 I 2010 2011 42,248 2,748 44,996 I TOTALS 2,087,680 1,321,140 3,388,800 i TOTALS 488,780 298,235 784,995 a) Includes interest frog filing a) Includes interest frog filing date to 12/31/1996, date to 12/31/1985. APPENDIX II Downtown Improvements Filing Date: 10/ 1/1996 Filing Collect Interest Year Year Principal @ 7.300$ Total 1996 1997 46,134 84,333a 130,467 1997 1998 46,134 63,988 110,122 1998 1999 46,134 60,620 106,754 1999 2000 46,134 57,252 103,386 2000 2001 46,134 53,885 100,019 2001 2002 46,134 50,517 96,651 2002 2003 46,134 47,149 93,283 2003 2004 46,-134 43,781 89,915 2004 2005 46,134 40,413 86,547 2005 2006 46,134 37,046 83,180 2006 2007 46,134 33,678 79,812 2007 2008 46,134 30,310 76,444 2008 2009 46,134 26,942 73,076 2009 2010 46,134 23,575 69,709 2010 2011 46,134 20,207 66,341 2011 2012 46,134 16,839 62,973 2012 2013 46,134 13,471 59,605 2013 2014 46,134 10,103 56,237 2014 2015 46,134 6,736 52,870 2015 2016 46,135 3,368 49,503 TOTALS 922,681 724,213 1,646,894 a) Includes interest from filing date to 12/31/1997. • - EXHIBIT A [FORM OF GLOBAL CERTIFICATE] UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF LAKEVILLE GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1995A R- $ Interest Maturity Date of Rate Date Original Issue CUSIP June 1, 1995 REGISTERED OWNER: KRAY & CO. PRINCIPAL AMOUNT:. • THE CITY OF LAKEVILLE, DAKOTA COUNTY, MINNESOTA (the "Issuer"), acknowledges that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration attached hereto, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1996, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months), from the date of original issue specified above until the principal amount is paid, all subject to the provisions referred to herein with respect to the redemption of this Bond before maturity. This Bond will bear interest from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable by wire transfer (or other agreed means of payment), in same day funds or its equivalent, on each payment date no later than 12:00 noon (Chicago, Illinois time) upon presentation and surrender hereof at the principal office of First Trust National Association, in St. Paul, Minnesota (the "Registrar"), acting as paying agent, or any successorpaying 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 $4,450,000, 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, Chapters 429 and 475, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on May 15, 1995 (the "Resolution"), to finance various public improvements in the Issuer. Redemption. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal .amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption; 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 • A-2 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 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 • A-3 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 Obli ations. The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the Issuer according to its terms, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; that, prior to the issuance hereof the City Council has by the Resolution covenanted and agreed that it will appropriate to the General Obligation Improvement Bonds, Series 1995A Sinking Fund established for the payment of the Bonds, special assessments levied upon property specially benefitted by the local improvements financed by the Bonds and ad valorem taxes levied on all taxable property in the Issuer, .adequate to produce sums estimated to not be less than five percent in excess of the principal of and interest on the Bonds when due; that, if necessary for the payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of the Bonds does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. • A-4 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 inscri tion on the face of P 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 IMPROVEMENT BOND, SERIES 1995A R- ~ INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP June 1, 1995 REGISTERED OWNER: PRINCIPAL AlV10UNT: • 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 sum 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. TT 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, prior to the issuance hereof the City Council has by the Resolution covenanted and agreed that it will appropriate to the General Obligation Improvement Bonds, Series 1995A Sinking Fund established for the payment of the Bonds, special assessments levied upon property specially benefitted by the local improvements financed by the Bonds and ad valorem taxes levied on all taxable property in the Issuer, adequate to produce sums estimated to • be not less than five percent in excess of the principal of and interest on the Bonds when due; that, if necessary for the payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Lakeville, Dakota County, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below. Attest: CITY OF LAKEVILLE, MINNESOTA CITY CLERK MAYOR Date of Registration: B-2 REGISTRAR'S CERTIFICATE OF AUTHENTICATION • This Bond is one of the Bonds describe in h R lu ' d t e eso tion mentioned within. FIRST TRUST NATIONAL ASSOCIATION, as Registrar [REVERSE OF BOND] Date of Payment Not Business Dom. 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 bylaw 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 $4,450,000, 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, Chapters 429 and 475, as amended, and pursuant to a resolution adopted by the City Council of the Issuer on May 15, 1995 (the "Resolution"), to finance various public improvements in the City. Redemption. The Bonds with stated maturities on or after February 1, 2007 shall be subject to redemption at the option of the Issuer on February 1, 2006 or any date thereafter, in whole or in part, and if in part from such stated maturities as the Issuer may designate and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair at a price equal to the principal amount thereof to be redeemed and accrued interest to the date of redemption. The Clerk shall cause notice of redemption to be mailed, at least 30 days prior to the designated redemption date, by first class mail, to the Registrar and to the registered owners of each Bond to be redeemed at their addresses as they appear on the bond register maintained by the Registrar, but no defect in or failure to give such mailed notice shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption 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 • B-3 payment of the redemption price) such Bonds or portions thereof shall cease to bear • interest. The owner of any Bond redeemed in part shall receive, upon surrender of such Bond to the Registrar, one or more new Bonds in authorized denominations equal in principal amount to the unredeemed portion of the Bond so surrendered. _Denominations• Exchange and Resolution. The Bonds are issuable solely as fully registered Bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and. subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Registrar. Copies of the Resolution are on file in the principal office of the Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Registrar upon presentation and surrender hereof to the Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Registrar. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this • Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. 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. • B-4 • ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN .ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Gust) - (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. • ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in .every particular, without alteration or any change whatever. • B-5 Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please insert social security or other identifying number of assignee: • • B-6