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HomeMy WebLinkAboutResolution No. 15-01 EDAExtract of Minutes of Meeting of the Board of Commissioners of the Lino Lakes Economic Development Authority, Anoka County, Minnesota Pursuant to due call and notice thereof a regular meeting of the Board of Commissioners of the Lino Lakes Economic Development Authority, Anoka County, Minnesota, was held at the City Hall in the City of Lino Lakes, Minnesota on Monday, March 23, 2015, commencing at 6:00 P.M. The following commissioners were present: Rafferty, Stoesz, Reinert, Kusterman, Roeser and the following were absent: None 458639v1 JAE LN140-112 RESOLUTION NO. 15-01 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF LEASE REVENUE BONDS, SERIES 2015A, IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $4,885,000, SUBJECT TO CERTAIN PARAMETERS; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the Board of Commissioners (the "Board") of the Lino Lakes Economic Development Authority, Anoka County, Minnesota (the "Authority") as follows: 1. Authority. (a) The City of Lino Lakes, Minnesota (the "City") and the Authority have determined that it is in the best interests of the City and its residents that the City undertake the acquisition, construction, and equipping of a new fire hall (the "Facility") to be located in the City (the "Project"). (b) It is necessary and expedient to the sound financial management of the affairs of the City and the Authority that the Project be financed through the issuance and sale by the Authority of its Lease Revenue Bonds, Series 2015A (the "Bonds"), in the maximum aggregate principal amount of $4,885,000. (c) The issuance of the Bonds by the Authority is authorized under Minnesota Statutes, Section 469.103, and in connection with the issuance and sale of the Bonds, the City intends to enter into a ground lease between the City, as lessor, and the Authority, as lessee, regarding the real property on which the Facility is located (the "Ground Lease"), and a lease -purchase agreement between the Authority, as lessor, and the City, as lessee (the "Lease"), all pursuant to Minnesota Statutes, Section 465.71, as amended. (d) Pursuant to the Lease, the City intends to lease the Facility from the Authority and pay lease payments to the Authority in the amount necessary to pay debt service on the Bonds, subject to the City's right of non -appropriation in each fiscal year. (e) Under Minnesota Statutes, Section 469.103, subdivision 3, the Authority may sell the Bonds in the manner and for the price that the Authority determines to be in the best interests of the Authority. 1.02. Pricing Committee. The Authority hereby establishes a pricing committee with respect to the Bonds comprised of the Mayor of the City, Director of Finance, and the City Administrator (the "Pricing Committee"). The Pricing Committee is authorized and directed, with the advice of the Authority's municipal advisor, Springsted Incorporated, to review proposals for the sale of the Bonds and award the sale of the Bonds to the prospective purchaser (the "Purchaser") based on the following parameters: (i) the Bonds shall have a maturity of twenty (20) years; (ii) the principal amount shall not exceed $4,885,000; and (iii) the interest rate on the Bonds shall not exceed 5.0% per annum. The Authority hereby approves the sale of the Bonds to the Purchaser, at the price, maturity schedule, and rates to be determined by the Pricing Committee based on the true interest cost and required covenants, including but not limited to reserve requirements. 2 458639v1 JAE LN140-112 1.03. Pricing Committee Certificate. The Pricing Committee shall meet to award the sale of the Bonds to the Purchaser. Upon awarding the sale of the Bonds, the Pricing Committee shall complete and execute a certificate (the "Pricing Committee Certificate"), a form of which is on file with the Director. The Pricing Committee Certificate shall also set forth the terms of optional redemption for the Bonds. The Director is authorized and directed to attach the Pricing Committee Certificate, when complete, to this resolution as EXHIBIT A. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of the Bonds, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. The Bonds will be dated as of delivery to the Purchaser. The interest on the Bonds shall be payable semiannually as set forth in the Pricing Committee Certificate to the registered owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The Authority will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep a bond register in which the Registrar provides for the registration of ownership of the Bonds. (b) Transfer of Bonds. Upon surrender for transfer of the Bonds 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 will 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 that interest payment date. (c) Exchange of Bonds. If a Bond is surrendered by the registered owner for exchange the Registrar will 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. A Bond surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (e) Improper or Unauthorized Transfer. If a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 3 458639v1 JAE LN140-112 (f) Person Deemed Owner. The Authority and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is 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 payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a 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 the 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 and as provided by law, in which both the Authority and the Registrar must be named as obligees. The Bond so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the Authority. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. If the Pricing Committee determines that the Bonds will be subject to optional redemption prior to maturity and if such Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of the Bonds to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The Authority appoints U.S. Bank National Association, Saint Paul, Minnesota, as the initial Registrar. The President and Director are authorized to execute and deliver, on behalf of the Authority, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The Authority agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Authority reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Board, the Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution and Delivery. The Bonds will be prepared under the direction of the Director and executed on behalf of the Authority by the signatures of the President and the Director, provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the 4 458639v1 JAE LN140-112 delivery of the Bonds, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Bonds have been so prepared, executed and authenticated, the Director will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. Section 3. Form of Bond. The Bonds will be typewritten in substantially the form set forth in EXHIBIT B attached hereto. Section 4. Pledges; Security; and Covenants. 4.01. Debt Service Fund. The Bonds are payable from the debt service fund hereby created (the "Debt Service Fund") and the Lease Payments payable by the City under the Lease are hereby pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any; and (ii) accrued interest, if any. So long as there is no event of default under the Lease and the City has not terminated the Lease due to non -appropriation, the Debt Service Fund shall be held and administered by the City. 4.02. Project Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01 hereof, will be deposited with the City in a separate account (the "Project Fund") to be used solely to defray expenses of the acquisition of the Site and construction of the Facility, including all project costs. When the Improvements are completed in accordance with the Lease and the cost thereof paid, the Project Fund is to be closed, and any balance thereon credited to the Debt Service Fund. 4.03. Lease Payments. The Authority covenants to apply all Lease Payments received by the Authority for the City pursuant to the Lease to the payment of the principal of and interest on the Bonds. The Bonds shall not constitute or give rise to a charge against the general credit or properties or taxing powers of the Authority or the City and shall not grant to the Owners of the Bonds any right to have the Authority or the City levy any taxes or appropriate any funds for the payment of the principal thereof or interest thereon, nor are the Bonds a general obligation or a pecuniary liability of the Authority or the City or the individual officers or agents thereof. The Bonds shall not constitute an indebtedness of the Authority or the City, within the meaning of any state constitutional provision or statutory limitation. The Bonds and interest thereon are payable solely from Lease Payments to be paid by the City pursuant to the Lease, or other moneys held by the Registrar in a fund or account appropriated to the payment of the Bonds. The obligation of the City to make Lease Payments pursuant to the Lease is subject to annual appropriation by the City Council of the City. In the event the City Council determines not to appropriate moneys for the payment of Lease Payments due in a fiscal year, the Lease will terminate at the end of the then current fiscal year, and the City will have no further obligation to make Lease Payments pursuant to the Lease. In case an event of default as described in the Lease occurs or in the event of non -appropriation by the City Council of the City, the Authority may declare the principal of all Bonds outstanding to be due and payable prior to the stated maturity thereof, and upon such declaration, the principal of all Bonds outstanding shall become due and payable. After such declaration, all moneys received by the Authority and applicable to the Bonds pursuant to the Ground Lease shall be applied to the equal and proportional payment of all Bonds outstanding and claims for interest thereon, without priority of any Bond over another Bond, or of principal over interest or interest over principal. 5 458639v1 JAE LN140-112 Section 5. Authentication of Transcript. 5.01. Authority Proceedings and Records. The officers of the Authority are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the Authority relating to the Bonds and to the financial condition and affairs of the Authority, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the Authority as to the facts stated therein. 5.02. Lease Documents. The Authority shall meet on April 27, 2015 to consider approval of the forms of the Lease, the Ground Lease, and any other documents deemed necessary to the issuance of the Bonds, which documents will be drafted by the Authority's bond counsel, Kennedy & Graven, Chartered. 5.03. Closing Certificates. The President and Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the Authority or incumbency of its officers, at the closing the President and Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds. Section 6. Tax Covenant. 6.01. Tax -Exempt Bonds. The Authority covenants and agrees with the holders from time to time 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 on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. Rebate. The Authority will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 6.03. Not Private Activity Bonds. The Authority further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the Authority makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the Authority designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; 6 458639v1 JAE LNI40-112 (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the Authority (and all subordinate entities of the Authority) during calendar year 2015 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the Authority during calendar year 2015 have been designated for purposes of Section 265(b)(3) of the Code. 6.06. Procedural Requirements. The Authority will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this Section. Section 7. Book -Entry System; Limited Obligation of Authority. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Authority, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository ("Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Authority, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the Authority's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the Authority of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the Authority will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The Authority has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the Authority with respect to the Bonds will agree to take all action necessary for all representations of the Authority in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7 458639v1 JAE LN140-112 7.04. Transfers Outside Book -Entry System. In the event the Authority, by resolution, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the Authority will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the Authority will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Authority and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the Authority will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator of the City and dated as of the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City will covenant and agree in a resolution to be adopted by the City Council (the "City Resolution") that the City will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the City Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the City Resolution. Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the Authority for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The Authority may discharge all 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. 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 to the date of such deposit. (The remainder of this page is intentionally left blank.) 8 458639v1 JAE LN140-112 The motion for the adoption of the foregoing resolution was introduced by Commissioner Reinert and was duly seconded by Commissioner Kusterman , and upon vote being taken thereon the following members voted in favor of the motion: Reinert, Kusterman, Rafferty, Stoesz, Roeser and the following voted against: none Adopted by the board of commissioners of the Lino Lakes Economic Development Authority this 23rd day of March, 2015. ATTEST: 6)71,c Michael Grochala Secretary 9 458639v1 JAE LN140-112 Dave Roeser, President EXHIBIT A PRICING COMMITTEE CERTIFICATE A-1 458639v1 JAE LN140-112 EXHIBIT B FORM OF BOND No. R- $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY Rate LEASE REVENUE BOND SERIES 2014A Maturity 1, 20 Registered Owner: Cede & Co. Date of Original Issue , 2015 CUSIP Principal Amount: DOLLARS The Lino Lakes Economic Development Authority, Anoka County, a public body corporate and politic and political subdivision of the State of Minnesota (the "Authority"), for value received, hereby promises to pay, but solely from the sources hereinafter described, to the Registered Owner specified above or registered assigns, the principal amount set forth above on the Maturity date specified above, upon the presentation and surrender hereof, and to pay to the Registered Owner hereof interest on such principal amount from such sources at the interest rate specified above from the Date of Original Issue set forth above, or the most recent interest payment date to which interest has been paid or duly provided for as specified below, on 1 and 1 of each year, commencing 1, 20 , until said principal amount is paid. Principal and the redemption price are payable in lawful money of the United States of America at the office of U.S. Bank National Association, Saint Paul, Minnesota, or of its successor, as Bond Registrar. Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the fifteenth (15th) day of the month immediately preceding such interest payment date (whether or not a business day) at the Registered Owner's address set forth on the registration records maintained by the Bond Registrar. Upon written request to the Bond Registrar, delivered at least fifteen (15) days prior to an interest payment date by a registered Owner of $500,000 or more in aggregate original principal amount of the Bonds, payment of interest may be made by wire transfer to such Registered Owner. Any such interest not punctually paid or provided for will cease to be payable on such regular record dates and such defaulted interest may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by the Bond Registrar. It is hereby certified and recited and the Authority has found that all acts, conditions and things required to be done precedent to and in the issuance of this Bond and the series of which it is a part have been properly done, have happened and have been performed in regular and due time, form and manner as required by law, and that this Bond and the series of which it is a part does not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation. B-1 458639v1 JAE LN140-112 This Bond is issued pursuant to Minnesota Statutes, Sections 469.091 to 469.1082, as amended (the "Act"), and specifically Section 469.103 of the Act, and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute or give rise to a charge against the general credit or properties or taxing powers of the Authority or the City of Lino Lakes, Minnesota (the "City") and does not grant to the Registered Owner of this Bond any right to have the Authority or the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation or a pecuniary liability of the Authority or the City or the individual officers or agents thereof. This Bond does not constitute an indebtedness of the Authority or the City, within the meaning of any state constitutional provision or statutory limitation. This Bond and interest hereon are payable solely from Lease Payments to be paid by the City pursuant to a Lease -Purchase Agreement, dated as of 1, 2015 (the "Lease"), from the Authority to the City, or other moneys held by the Bond Registrar in a fund or account appropriated to the payment of the Bonds of this series under the Bond Resolution adopted by the Authority on March 23, 2015 (the "Resolution"). The Authority's Board of Commissioners has designated the issue of Bonds of which this Bond forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE IS SUBJECT TO ANNUAL APPROPRIATION BY THE CITY COUNCIL OF THE CITY. IN THE EVENT THE CITY COUNCIL DETERMINES NOT TO APPROPRIATE MONEYS FOR THE PAYMENT OF LEASE PAYMENTS DUE IN A FISCAL YEAR, THE LEASE WILL TERMINATE AT THE END OF THE THEN CURRENT FISCAL YEAR, AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE. This Bond is one of a duly authorized series of special, limited obligation Bonds in an aggregate principal amount of $ , in denominations of $5,000 or integral multiples thereof not exceeding the principal amount maturing in any year, and numbered from R-1 upwards, and of like tenor and effect except as to serial number, denomination, interest rate, maturity and right of prior redemption, all of which have been authorized by law to be issued and have been issued or are to be issued by the Authority pursuant to the Resolution, to provide financing for the acquisition of the Site and construction of the Facility on the Site, all as described in the Lease. The Bonds are equally and ratably secured by the Resolution and the Lease. Pursuant to a Ground Lease, dated as of 1, 2015 (the "Ground Lease"), from the City to the Authority, the City has leased the Site described in the Lease to the Authority. Reference is hereby made to the Ground Lease, the Lease, the Resolution, and any amendments or supplements thereto for a description and limitation of the property, revenues and funds pledged and appropriated to the payment of the Bonds, the nature and extent of the security thereby created, the rights of the Owners of the Bonds, the rights, duties and immunities of the Bond Registrar, and the rights, immunities and obligations of the Authority and the City thereunder. Certified copies of the Resolution and executed counterparts of the Ground Lease and the Lease are on file at the office of the Authority. The Bonds due on or after 1, 20_ are subject to optional redemption, at the election of the City, so long as the Lease is in effect, in whole or in part, and if in part in such manner as the City shall determine, on 1, 20_ and any date thereafter, at a redemption price of par plus accrued interest. Notice of any such redemption shall be given to the Registered Owner of each Bond to be redeemed by first class mall, addressed to the Registered Owner's registered address, not later than thirty (30) days prior to the date fixed for redemption. Prior to the date fixed for redemption, funds shall be deposited with the Bond Registrar sufficient to pay the Bonds called and accrued interest thereon, plus any premium required. B-2 458639v1 JAE LN140-112 Upon the happening of the above conditions, Bonds thus called shall not bear interest on or after the call date and, except for the purpose of payment from the funds so deposited, shall no longer be protected by the Resolution. This Bond is transferable, as provided in the Resolution, only upon the registration records maintained by the Bond Registrar by the Registered Owner hereof in person or by the Registered Owner's duly authorized attorney, upon surrender of this Bond for transfer at the office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar duly executed by, the Registered Owner hereof or the Registered Owner's duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more Bonds of the same maturity, aggregate principal amount and interest rate will be issued to the designated transferee or transferees. The Bonds are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any year. As provided in the Resolution and subject to certain limitations set forth therein, the Bonds are exchangeable for a like aggregate principal amount of Bonds of the same maturity and interest rate, of different authorized denominations, as requested by the Registered Owner or the Registered Owner's duly authorized attorney upon surrender thereof to the Bond Registrar. In case an Event of Default as defined in the Resolution or the Lease occurs, or in the event of non -appropriation by the City Council of the City, the principal of this Bond and all other Bonds outstanding may be declared or may become due and payable prior to the stated maturity hereof in the manner and with the effect and subject to the conditions provided in the Resolution, but no Registered Owner of any Bond shall have any right to enforce the provisions of the Resolution, the Lease or the Ground Lease except as provided in the Resolution. With the consent of the Authority and the Bond Registrar, and to the extent permitted by and as provided in the Resolution, the terms and provisions of the Resolution, the Lease and the Ground Lease, or of any instrument supplemental thereto, may be modified or altered by the assent or authority of the Registered Owners of a majority in aggregate principal amount of the Bonds then outstanding thereunder. This Bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the execution of the certificate hereon endorsed by the Bond Registrar under the Resolution. IN WITNESS WHEREOF, the Lino Lakes Economic Development Authority has caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officers, all as of the Date of Original Issue specified above. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY President Director B-3 458639v1 JAE LN140-112 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will 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 entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of 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 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: Signature Guaranteed: 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-4 458639v1 JAE LN140-112 NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration 458639v1 JAE LN140-112 Signature of Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 B-5 LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY AGENDA ITEM 3 STAFF ORIGINATOR: Al Rolek MEETING DATE: March 23, 2015 TOPIC: Consider Resolution 15-01 Providing for the Issuance and Sale of Lease Revenue Bonds, Series 2015A, in the Maximum Aggregate Principal Amount of $4,885,000, Subject to Certain Parameters VOTE REQUIRED: Simple Majority INTRODUCTION The City of Lino Lakes has entered into a contract to construct a fire station building at the corner of Birch Street and Centerville Road. The construction cost of the building will need to be financed through the issuance of debt. The City has retained Springsted, Inc. to advise on the type and amount of debt to be issued for this project. BACKGROUND The City of Lino Lakes is in the process of organizing a fire department to provide fire protection in the City. Fire services are scheduled to begin in January, 2016. It has been determined that a second fire station will be needed to adequately cover the service area. The City Council has provided for the design of a new fire station and has advertised for and awarded a bid to Jorgenson Construction to build the new facility. The City's fiscal advisor, Springsted, Inc., has recommended the issuance of Lease Revenue bonds through the City's Economic Development Authority (EDA) to finance the cost of construction. Terri Heaton of Springsted, Inc. will be present to explain the process for issuing the bonds and to answer any questions that the EDA Board may have relative to the recommended financing. Approval of Resolution 15-01 provides for the issuance and sale of Lease Revenue Bonds, Series 2015A, in the maximum aggregate principal amount of $4,885,000, subject to certain parameters. RECOMMENDATION Staff is recommending approval of Resolution No. 15-01. ATTACHMENTS Resolution 15-01