HomeMy WebLinkAbout94-227 ~n
.o
CERTIFICATION OF MINUTES RELATING TO
$5,505,000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS,
SERIES 1994A
Issuer: City of Lakeville, Minnesota
Governing Body: City Council
Kind, date, .time and place of meeting: A regular meeting held October 17, 1994, at
7:00 o'clock P.M., at the City Hall, Lakeville, Minnesota.
Members present: Johnson, Zaun, Sindt, Mulvihill, Harvey
Members absent: N/A
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 94-227
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $5,505,000 GENERAL OBLIGATION TEMPORARY
IMPROVEMENT BONDS, SERIES 1994A
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referred to in the title of this certificate,
certify that the documents attached hereto, as described .above, have been carefully
compared with the original. records of said corporation in my legal custody, from
which they have been transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this l~ day of
October, 1994.
r ~ ~ ,1„
• City Clerk
•
The Clerk reported that 5 sealed proposals had been received at
or prior to the time stated in the Terms of Proposal, and the proposals having been
opened, publicly read and considered, were all found to conform to the Terms of
Proposal, and the highest and best proposal of each bidder was found to be as
follows:
(See next page)
•
•
S P R L N GSTED 12o south Sixth street
Suite 2507
PUBLIC FINANCE ADVISQRS Minneapolis, MN 55402-.1800
1612) 333-9177
Fax: (612) 349-5230
Home Office
85 East Seventh Place 16655 West Bluemound Road
Suite 100
Saint Paul, MN 55101-2143 Suite 290
(6121 223-3000 Brookfield, Wl 53005-5935
Fax: 1612) 223-3002 (414) 782-8222
Fax: (414) 782-2904.
6800 College Boulevard
Suite 600
Overland Park, KS 66211-1533
(913) 345-8062
fax: (913).345-1770
1800 K Street NW
Suite 831
Washington, DC 20006.2200
(202) 466.3344
$5,505,000 Fax: (202) 223-1362
CITY OF LAKEVILLE, MINNESOTA
GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS, SERIES 1994A
AWARD: SMITH BARNEY SHEARSON
CRONIN & COMPANY, INCORPORATED
SALE: October 17,1994 Moody's Rating: A
Interest Netlnterest True Interest
~idder Rates Price Cost Rate
SMITH BARNEYSHEARSON 4.75% November 1, 1997 $5,477,475.00 $811,9$7.50 4.9313%
CRONIN & COMPANY, INCORPORATED
DAIN BOSWORTH INCORPORATED 4.80% November 1, 1997 $5,478,851..25 $818,868.75 4.9723°~
NORWEST INVESTMENT SERVICES, INC. 4.85% November' 1, 1997. .$5,477,475.00 $828,502.50 5.0166%
FBS INVESTMENT SERVICES, INC.
FIRSTAR BANK MILWAUKEE,. N.A. 5.00% November 1, 1997 $5,477,805.30 $852,944.70 5.1799%
OPPENHEIMER & CO., INC.
GRIFFIN, KUBIK, STEPHENS 8~ 5.00% November 1, 1997 $5,477,475.00 $853,275.00 5.1821%
THOMPSON, INC.
These Bonds are being reoffered at par.
BBI: 6.44%
Average Maturity: 3.0 Years
•
• Councilmember introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $5,505,000 GENERAL OBLIGATION TEMPORARY
IMPROVEMENT BONDS, SERIES 1994A
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. 94-207, adopted
on September 19, 1994, authorized the issuance and sale of $5,505,000 General
Obligation Temporary Improvement Bonds, Series 1994A (the Bonds) of the Issuer
to finance the following public improvements (collectively, the Projects): County
Road 46 improvements; District 7 Sealcoating; Jacquard Avenue/County Road 64
improvements and Lake Marion Street Lights.
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 Smith Barney Shearson Inc. J,
in Minneapolis , Minnesota and associates (the Purchaser), to purchase
the Bonds at a price of $ 5 , 4 7 7 , n 7 5 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. Terms; Registration; Execution and Deliver,X.
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 the City Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
• 2.02. Date• Maturi • Interest Rate• Denominations and Pa ent. The
Bonds shall be originally dated as of November 1, 1994, shall be in the
denomination of $5,000 each, or any integral multiple thereof, of single maturities,
shall mature on November 1, 1997, and shall bear interest from date of issue until
paid or duly called for redemption at the annual rate of 4.75 % per annum.. The
Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond at the principal office of the Registrar described herein,
the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein. Upon initial delivery of the Bonds pursuant to Section
2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date
of authentication shall be noted on each Bond so delivered, exchanged or
transferred.
2.03. Dates and Interest Payment Dates. Interest on the Bonds shall be
payable on each May 1 and November 1, commencing May 1, 1995, to the owners of
record thereof as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day.
2.04. Redemption. The Bonds shall be subject to redemption and
prepayment at the option of the Issuer, in whole or in part, by lot as selected by the
Registrar in multiples of $5,000, on November 1, 1996, and on any date thereafter, at
. a price equal to the principal amount thereof and accrued interest to the date of
redemption. 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 2.06 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.
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. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the owner without charge, representing the
remaining principal amount outstanding.
2.05. Appointment of Initial Re isg tray. The Issuer hereby appoints
First Trust Tlational Association
in st. Paul ,Minnesota, as the initial bond registrar, transfer agent and
paying agent (the Registrar). The Mayor and Clerk are authorized to execute and.
deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation
•
-2-
is a bank or trust company authorized by law to conduct such business, such
corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay
the reasonable and customary charges of the Registrar for the services performed.
The Issuer reserves the right to remove the Registrar upon thirty days' notice and
upon the appointment of a successor Registrar, in which event the predecessor
Registrar shall deliver all cash and Bonds in its possession to the successor Registrar
and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register.. The Registrar shall keep at its principal corporate
trust office a bond register in which the Registrar shall provide for the
registration of ownership of Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
• of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of .Bonds. Whenever any Bonds are surrendered by
the registered owner for exchange the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly canceled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Bond is
presented to the Registrar for. transfer, the Registrar may refuse to transfer the
same until it is satisfied that the endorsement on such Bond or separate instrument
of transfer is valid and genuine and .that the requested transfer is legally authorized.
The Registrar shall incur no liability for the refusal, in good faith, to make transfers
which it, in its judgment, deems improper or unauthorized.
•
-3-
(f) Persons Deemed Owners. The Issuer and the Registrar may
treat the person in whose name any Bond is at any time registered in the
bond register as the absolute owner of the Bond, whether the Bond shall be
overdue or not, for the purpose of receiving payment of or on account of, the
principal of and interest on the Bond and for all other purposes; and all
payments made to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Bonds (except for an exchange upon a partial redemption of a Bond), the
Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond
shall become mutilated or be destroyed, stolen or lost, the Registrar shall
deliver a new Bond of like amount, number, maturity date and tenor in
exchange and substitution for and upon cancellation of any such mutilated
Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost,
• upon filing with.. the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing
to the Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it, in which both the Issuer and the Registrar shall be
named as obligees. All Bonds so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the Issuer. If
the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms if shall not be necessary to
issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated-
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Clerk and shall be executed on behalf of the
Issuer by the signatures of the Mayor and the Clerk, provided that the signatures
may be printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of any Bond, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
had remained in office until delivery. Notwithstanding such execution, no Bond
-4-
shall be valid or obligatory for any purpose or entitled to any security or benefit
under this Resolution unless and until a certificate of authentication on the Bond
has been duly executed by the manual signature of an authorized representative of
the Registrar. Certificates. of authentication on different Bonds need not be signed by
the same representative.. The executed certificate of authentication on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been prepared, executed and authenticated, the
' Finance Director shall deliver them to the Purchaser upon payment of the purchase
price in accordance with the contract of sale heretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
2.08. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION TEMPORARY IMPROVEMENT BOND, SERIES 1994A
.Interest Rate Maturity Date Date of Original Issue CUSiP No.
November 1, 1994
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF LAKEVILLE, COUNTY OF DAKOTA, MINNESOTA (the
Issuer), acknowledges itself to be indebted and hereby promises to pay to the
registered owner named above, or registered assigns, the principal sum specified
above on the maturity date specified above, with interest thereon from the date
hereof at the annual rate specified above, payable on May 1 and November 1 in each
year, commencing May 1, 1995 to the person in whose name this Bond is registered
at the close of business on the fifteenth day (whether or not a business day) of the
immediately preceding month, all subject to the provisions referred to herein with
respect to the redemption of the principal of this Bond before maturity. The interest
hereon and, upon presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check or draft by
in
Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the Registrar), or
its designated successor under the Resolution described herein. For the prompt and
full payment of such principal and interest as the same respectively become due, the
•
-5-
full faith, credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Additional provisions of this Bond are contained on the reverse hereof and
such provisions shall for ail purposes have the same effect as though fully set forth
hereon.
This Bond shall not. be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Lakeville, County of Dakota, 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.
Date of Authentication:
CITY OF LAKEVILLE, MINNESOTA
(facsimile signature - Ci , Clerk) (facsimile signature - Mayor)
•
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
as Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal .amount of $5,505,000
issued pursuant to a resolution adopted by the City Council on October 17, 1994 (the
Resolution), to finance the costs of local improvements, and is 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. The Bonds
are issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
s
-6-
The Bonds shall be subject to redemption and prepayment at the option of the
Issuer, in whole or in part, by lot as selected by the Registrar in multiples of $5,000,
on November 1, 199b, and on any date thereafter, at a price equal to the principal
amount thereof and accrued interest to the date of redemption. The Issuer will
cause notice of the call for redemption to be published as required by law and, at
least thirty days prior to thedesignated redemption date, will cause notice of the call
thereof to be mailed by first class mail to the registered owner of any Bond to be
' redeemed at the owner's address as it appears on the bond register maintained by
.the Registrar, but no defect in or failure to give such mailed notice of redemption
shall affect the validity of proceedings for the redemption of any Bond not affected
by such defector failure. 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.
Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the
registered owner without charge, representing the remaining principal amount
outstanding.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the Issuer at the principal office
of the Registrar, by the registered owner hereof in person or by the owner's attorney
• duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar, duly executed by the registered
owner or the owner's attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange the Issuer will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
The Issuer and the Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and neither
the Issuer nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts,. conditions and things required by the Constitution and laws of the State of
Minnesota to be .done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the Issuer in accordance with its terms, have been done, do exist, have happened
-7-
• and have been performed as so required; that, prior to the issuance hereof, the City
Council has by the Resolution covenanted and agreed that it will appropriate to the
General Obligation Temporary Improvement Bonds, Series 1994A Sinking Fund
established for the payment of the Bonds, special assessments levied upon property
specially benefited by the local improvements financed by the Bonds and ad
valorem taxes levied on all taxable property in the Issuer,. adequate, with other
funds pledged to the payment of the Bonds, including the proceeds of definitive
' bonds or additional temporary bonds which the Issuer has covenanted and agreed to
issue and sell prior to the maturity of the Bonds, to produce sums not less than five
percent in excess of the principal. of and interest on the Bonds when due; that if
necessary for 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, together with all other
indebtedness of the Issuer outstanding on the date hereof and on the date of its
actual issuance and delivery, does not cause the indebtedness of the Issuer to exceed
any constitutional or statutory limitation of indebtedness.
Form of certificate to be printed on the reverse side of each Bond, following a
full copy of the legal opinion:
We certify that the above is a full, true and correct copy of the legal opinion
rendered by Bond Counsel on the issue of Bonds of the City of Lakeville, Dakota
County, Minnesota, which includes the within Bond, dated as of the date of original
delivery of and payment for the Bonds.
(facsimile signature -City Clerk) facsimile signature -Mayor)
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to the
applicable laws or regulations:
TEN COM as tenants UTMA as Custodian for....................
in common (Gust) (Minor)
under Uniform Transfers to Minors Act (State)
TEN ENT as tenants
by the entireties
JT TEN as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used.
•
•
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the .said
• Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature to this
assignment must correspond with the name as it
appears upon the face of the within Bond in every
particular, without alteration or enlargement or
any change whatsoever.
Signature Guaranteed:
' Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the 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:
• -9-
• Section 3. General Obligation Temporary Improvement Bonds Series
1994A Construction Fund. There is hereby established on the official books and
records of the Issuer a General Obligation Temporary Improvement Bonds, Series
1994A 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 Projects have been paid. To the
Construction Fund there shall be credited from the proceeds of the Bonds, exclusive
of unused discount and accrued and capitalized interest, an amount equal to the
estimated cost of the Projects and from the Construction Fund there shall be paid all
construction costs and expenses. There shall also be credited to the Construction
Fund all special assessments collected with respect to the Projects, until all .costs of
the. Projects 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. 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 Temporary Improvement Bonds, Series 1994A Sinking Fund
of the Issuer. All proceeds of the Bonds deposited in the Construction Fund will be
expended solely for the payment of the costs of the Projects (or other improvements
authorized pursuant to Chapter 429).
Section 4. General Obligation Temporar~mprovement Bonds, Series
1994A Sinkin 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 Temporary Improvement Bonds, Series 1994A 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 $5,477,475 received from the Purchaser; (b) capitalized interest
in the amount of $2 3 0.0 9 4 ; (c) the proceeds of refunding bonds sold pursuant to
Section 5 hereof; (d) all taxes and special assessments levied and collected in
accordance with this Resolution; and (e) 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 ending on November 1), 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
•
-10-
t.
• 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 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. Refundin Bonds. The Issuer hereby covenants and agrees
that at or prior to the maturity of the Bonds it will sell and issue its long term
general obligation bonds, or additional general obligation temporary bonds,
pursuant to Minnesota Statutes, Chapter 429, in a principal amount sufficient to
provide the amount needed, together with any other moneys on deposit in the
Bond Fund referred to in Section 4 hereof, to pay in full the principal of and interest
• on the Bonds at their maturity.
Section 6. Special Assessments. The Issuer hereby covenants and
agrees that, for the payment of the cost of the Projects, 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 each of the
improvements financed by the Bonds. 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.
Section 7. Pledge of Taxing Powers. For the prompt and full payment
of the principal of and interest on the Bonds as such payments respectively become
due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. In order to produce aggregate amounts which, together
with the collections of special assessments and other amounts as set forth in
Sections 5 and 6, will produce not less than five percent in excess of the amounts
needed to meet when due the principal and interest payments on the Bonds, ad
• -11-
• valorem taxes are hereby levied on all taxable property in the Issuer. The taxes will
be levied and collected in the following years and amounts:
Levy Years Collection Years A m o u n t
1994-1996 1995-1997 See attached Levy Computation
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 8. Defeasance. When all of the Bonds have been. discharged as
provided in this .section, all pledges, covenants. and other rights granted by this
Resolution to the 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.
Section 9. Certification of Proceedings.
9.01. Registration of Bonds. The Clerk is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Dakota
County and obtain a certificate that the Bonds have been duly entered upon the
Auditor's bond register and the tax required by law has been levied.
9.02. 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, 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
• -12-
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.
9.03. Official .Statement. The Official Statement relating to .the Bonds,
dated September 29, 1994, prepared and distributed on behalf of the Issuer by
• Springsted Incorporated, is hereby approved, and 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 10. Tax Covenants and Arbitrage Matters.
10.01. 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 subject to taxation under the Internal Revenue Code of 1986
(the Code) and applicable Treasury Regulations (the Regulations), and covenants to
take any and all actions within its powers to ensure that the interest on the Bonds
will not become includible in gross income of the recipient under the Code and the
Regulations. All improvements so financed will be owned and maintained by the
Issuer and available for use by members of the general public on a substantially
• .equal basis. So long as any of the Bonds are outstanding,. the Issuer shall .not enter
into any lease, use agreement, capacity agreement, management agreement or other
contract or agreement with any non-governmental person relating to the use of the
Projects 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.
10.02. 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.
10.03. 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
-13-
from gross income for federal income tax purposes. 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.
10.04. Qualified Tax-Exempt Obli atg_ ions. 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 1994
does not exceed $10,000,000.
Upon vote being taken on the foregoing resolution, the following voted in favor
thereof:
and the following voted against the same:
whereupon the resolution was .declared duly passed and adopted.
•
• -14-
LAKEVILLE, MINNESOTA
G.O. TEMPORARY IMPROVEMENT BONDS, 1994A
POST SALE DEBT SERVICE
• TAX LEVIES CERTIFIED TO COUNTY AUDITOR
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1994 1995 194,029
1995 1996 194,029
1996 1997 5,974,279
•
•