HomeMy WebLinkAbout2020-057 Council Resolution(W, t\lo. 20-57
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Extract of Minutes of Meeting
of the City Council of the City of
Lino Lakes, Anoka County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Lino
Lakes, Minnesota, was duly held was held in the City Hall in said City on Monday, June 8, 2020,
commencing at 6:30 P.M.
The following members were present:
and the following were absent:
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The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Utility Revenue Bonds,
Series 2020A, to be issued in the original aggregate principal amount of $4,330,000.
The City Administrator presented a tabulation of the proposals that had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A
attached hereto.
After due consideration of the proposals, Member then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
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RESOLUTION NO. 20-57
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION UTILITY REVENUE BONDS, SERIES 2020A, IN
THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$4,330,000; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY; AND
PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council (the "City Council") of the City of Lino Lakes, Anoka
County, Minnesota (the "City"), as follows:
Section 1. Sale of Bonds.
1.01. Authorization for Sale of Bonds. Pursuant to a resolution adopted by the City Council on
April 27, 2020, the City authorized the sale of its General Obligation Utility Revenue Bonds,
Series 2020A (the "Bonds"), to finance the construction of various improvements to the City's water
system, including the construction of a new water tower (the "Project"), pursuant to Minnesota Statutes,
Chapters 444 and 475, as amended (the "Act").
1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Sandler & Co.,
Minneapolis, Minnesota, as syndicate manager (the "Purchaser"), to purchase the Bonds of the City is
hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $4,736,328.65 (par amount of the Bonds $4,330,000.00, plus original
issue premium of $435,623.35, less an underwriter's discount of $29,294.70), plus accrued interest, if
any, to date of delivery, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2021 4.000% 2029 4.000%
2022 4.000 2030 2.000
2023 4.000 2031 2.000
2024 4.000 2032 2.000
2025 4.000 2033 2.000
2026 4.000 2034 2.000
2027 4.000 2035 2.000
2028 4.000
True interest cost: 1.4062328%
1.03. Purchase Contract. The sum of $462,618.65, being the amount proposed by the Purchaser
in excess of $4,273,710.00, shall be credited to the Debt Service Fund hereinafter created or deposited in
the Construction Fund hereinafter created, as determined by the Finance Director of the City in
consultation with the City's municipal advisor. The Finance Director is directed to deposit the good faith
check or deposit of the Purchaser, pending completion of the sale of the Bonds, and to return the good
faith deposits of the unsuccessful proposers. The Mayor and City Administrator are directed to execute a
contract with the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the original aggregate principal amount of $4,330,000, originally dated
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July 8, 2020, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1,
upward, bearing interest as above set forth, and maturing serially on February 1 in the years and amounts
as follows:
Year Amount Year Amount
2021 $275,000 2029 $300,000
2022 230,000 2030 310,000
2023 235,000 2031 315,000
2024 245,000 2032 325,000
2025 255,000 2033 330,000
2026 265,000 2034 335,000
2027 275,000 2035 345,000
2028 290,000
1.05. Optional Redemption. The City may elect on February 1, 2029, and on any date thereafter
to prepay Bonds due on or after February 1, 2030. Redemption may be in whole or in part and if in part, at
the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such
maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such
maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
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 each Bond, the principal amount thereof, is payable by check or draft
issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case
the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing February 1, 2021, to the registered 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.
2.03. Registration. The City 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 City and the
Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides 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 a 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
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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. When Bonds are 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. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When 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.
(f) Persons Deemed Owners. The City 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 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
and as provided by law, in which both the City and the Registrar must be named as obligees.
Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. 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. In the event any of the 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 each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds
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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 City appoints U.S. Bank National Association,
Saint Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to
execute and deliver, on behalf of the City, 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
City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The
City reserves the right to remove the Registrar upon thirty (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 the City Council, the Finance Director
must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction
of the Finance Director and executed on behalf of the City by the signatures of the Mayor and the City
Administrator, 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 delivery of a Bond, 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.
Notwithstanding such execution, a Bond will not 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 a Bond is conclusive evidence that it has been authenticated and delivered
under this resolution. When the Bonds have been so prepared, executed and authenticated, the Finance
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.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
form attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Administrator is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
and cause the opinion to be printed on or accompany each Bond.
Section 4. Payment., Security; Funds; Pledges; and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Utility
Revenue Bonds, Series 2020A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt
Service Fund shall be administered by the Finance Director as a bookkeeping account separate and apart
from all other funds maintained in the official financial records of the City. The City will continue to
maintain and operate its Water Fund to which will be credited all gross revenues of the water system and out
of which will be paid all normal and reasonable expenses of current operations of such system. Any balances
therein are deemed net revenues (the "Net Revenues") and will be transferred, from time to time, to the Debt
Service Fund, which Debt Service Fund will be used only to pay principal of and interest on the Bonds and
any other bonds similarly authorized. There will always be retained in the Debt Service Fund a sufficient
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amount to pay principal of and interest on all the Bonds, and the Finance Director must report any current
or anticipated deficiency in the Debt Service Fund to the City Council. There is also appropriated to the
Debt Service Fund amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the
extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Utility Revenue
Bonds, Series 2020A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, will be deposited in the Construction Fund to be used solely to
defray expenses of the Project. When the Project is completed and the cost thereof paid, the Construction
Fund is to be closed and any funds remaining may be deposited in the Debt Service Fund.
4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following
covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water system as a
public utility and convenience free from competition of other like municipal utilities and will
cause all revenues therefrom to be deposited in bank accounts and credited to the Water Fund, as
hereinabove provided, and will make no expenditures from those accounts except for a duly
authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account and will
cause money to be credited thereto from time to time, out of Net Revenues from the water system
in sums sufficient to pay principal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the water system and which will be open to inspection and
copying by any Bondholder, or the Bondholder's agent or attorney, at any reasonable time, and it
will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee
therefor, and said account will be audited at least annually by a qualified public accountant and
statements of such audit and report will be furnished to all Bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system to be
bonded in reasonable amounts for the protection of the City and the Bondholders and will cause
the funds collected on account of the operations of such systems to be deposited in a bank whose
deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The City Council will keep the water system insured at all times against loss by
fire, tornado and other risks customarily insured against with an insurer or insurers in good
standing, in such amounts as are customary for like plants, to protect the holders, from time to
time, of the Bonds and the City from any loss due to any such casualty and will apply the
proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the water system as required by law.
(g) The City will impose and collect charges of the nature authorized by
Section 444.075 of the Act, at the times and in the amounts required to produce Net Revenues
adequate to pay all principal and interest when due on the Bonds and to create and maintain such
reserves securing said payments as may be provided in this resolution.
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(h) The City Council will levy general ad valorem taxes on all taxable property in the
City when required to meet any deficiency in Net Revenues.
4.04. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be
and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient
balance is available therein.
4.05. Debt Service Coverage. It is hereby determined that the estimated collection of Net
Revenues for the payment of principal and interest on the Bonds will produce at least five percent (5%) in
excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that
no tax levy is needed at this time.
4.06. Filing of Resolution. The City Administrator is authorized and directed to file a certified
copy of this resolution with the Manager of Property Records and Taxation of Anoka County, Minnesota and
to obtain the certificate required by Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City 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 City relating to the Bonds and to the financial condition and affairs of the
City, 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 City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Administrator, and the Finance
Director are authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, the City Administrator, and the Finance 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 City or incumbency of its officers, at the closing the Mayor, the City
Administrator, and the Finance Director shall also execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a
certificate as to payment for and delivery of the Bonds.
5.04. Electronic Signatures. The electronic signature of the Mayor, the City Administrator,
and/or the Finance Director to any certificate authorized to be executed hereunder shall be as valid as an
original signature of such party and shall be effective to bind the City thereto. For purposes hereof,
(i) "electronic signature" means a manually signed original signature that is then transmitted by electronic
means; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent via the
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internet as a portable document format ("pdf') or other replicating image attached to an electronic mail or
internet message.
Section 6. Tax Covenants.
6.01. Tax -Exempt Bonds. The City 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. No Rebate Required.
(a) The City 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 if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 2020) exceed the small -issuer exception amount of
$5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements with respect to the Bonds, the City hereby finds, determines, and declares that
the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the
City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued
and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning
of Section 148(f)(4)(D) of the Code.
6.03. Not Private Activity Bonds. The City 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 City 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 City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than any
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City
(and all subordinate entities of the City) during calendar year 2020 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2020 have been designated for purposes of Section 265(b)(3) of the Code.
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6.05. Procedural Requirements. The City 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.
6.06. Reimbursement. The City has or may have incurred certain expenditures with respect to the
Project that were financed temporarily from other sources but are expected to be reimbursed with proceeds of
the Bonds. The City hereby declares its intent to reimburse certain costs of the Project from proceeds of the
Bonds (the "Declaration"). This Declaration is intended to constitute a declaration of official intent for
purposes of the Section 1.150-2 of the Treasury Regulations promulgated under the Code.
Section 7. Book -Entry System; Limited Obligation of City.
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 set forth in Section 1.04 hereof. 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 City, 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 (the "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 City, 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 City'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 City Administrator 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 City Administrator
will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City 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 City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with at all times.
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7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
Council, 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 City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City 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 City and discharging its
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City 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 all 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 and
dated 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 hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this 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 this section.
Section 9. Defeasance. When all the 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 City for the prompt and full
payment of the principal of and interest on the Bonds will remain in full force and effect. The City 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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
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EXHIBIT A
PROPOSALS
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C bakertilly
MUNICIPAL ADVISORS
$4,800,000"
City of Lino Lakes, Minnesota
General Obligation Utility Revenue Bonds, Series 2020A
S&P Rating: AA+
Sale Date: June 8, 2020 BBI: 2.16%
Average Maturity: 7.797 Years
Bidder
TIC
Piper Sandler & Co.
Northland Securities, Inc.
Robert W. Baird & Co., Incorporated
FHN Financial Capital Markets
Hilltop Securities Inc.
Stifel, Nicolaus & Company, Incorporated
1.3889%
1.3896%
1.3978%
1.3986%
1.4019%
1.4679%
Interest Reoffering Reoffering
Winning Bidder Information Maturity Rate Yield Price
PIPER SANDLER & CO. 2/01/2021 4.00% 0.30% 102.082%
Cantor Fitzgerald & Co. 2/01/2022 4.00% 0.35% 105.687%
2/01/2023 4.00% 0.40% 109.173%
2/01/2024 4.00% 0.50% 112.347%
2/01/2025 4.00% 0.60% 115.283%
2/01/2026 4.00% 0.75% 117.677%
2/01/2027 4.00% 0.85% 120.068%
2/01/2028 4.00% 1.00% 121.801%
2/01/2029 4.00% 1.10% 123.638%
2/01/2030 2.00% 1.20% 106.492%
2/01/2031 2.00% 1.30% 105.655%
2/01/2032 2.00% 1.40% 104.825%
2/01/2033 2.00% 1.50% 104.003%
2/01/2034 2.00% 1.55% 103.595%
2/01/2035 2.00% 1.60% 103.188%
Purchase Price: $5,255,469.60*
Net Interest Cost: $547,190.40*
TIC: 1.3889%*
* Subsequent to bid opening, fhe par amount decreased to $4,330,000; and the price, net interest cost, and tree interest cost have changed to
$4,736,328.65, $516,832.46, and 1.4062%, respectively.
Page 112
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City of Lino Lakes
General Obligation Utility Revenue Bonds, Series 2020A (continued)
Other Bidders and Syndicate Members
NORTHLAND SECURITIES, INC.
United Bankers' Bank
D.A. Davidson & Co.
ROBERT W. BAIRD & CO., INCORPORATED
C.L. King & Associates, Inc.
Colliers Securities LLC
Vining Sparks IBG, LP
Edward Jones
Fidelity Capital Markets
Crews & Associates, Inc.
Davenport & Company LLC
Duncan -Williams, Inc.
Loop Capital Markets, LLC.
Country Club Bank
SumRidge Partners, LLC
Siena Pacific Securities, LLC
Isaak Bond Investments
UMB Bank, N.A.
Wintrust Investments, LLC
FMS Bonds, Inc.
Midland Securities Limited
Multi -Bank Securities, Inc.
First Southern Securities, LLC
Dinosaur Securities, LLC
First Bankers' Banc Securities Inc.
Mountainside Securities LLC
Intl FCStone Securities
FHN FINANCIAL CAPITAL MARKETS (No Syndicate Members)
HILLTOP SECURITIES INC. (No Syndicate Members)
STIFEL, NICOLAUS & COMPANY, INCORPORATED (No Syndicate Members)
bakertilly
MUNICIPAL ADVISORS
Page 212
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No. R-
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION UTILITY REVENUE BOND
SERIES 2020A
Date of
Rate Maturity Original Issue
February 1, 20_ July 8, 2020
CUSIP
Registered Owner: CEDE & CO.
The City of Lino Lakes, Minnesota, a duly organized and existing municipal corporation in
Anoka County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby
promises to pay to the Registered Owner specified above or registered assigns, the principal sum of
$ on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable
February 1 and August 1 in each year, commencing February 1, 2021, 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. 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 U.S.
Bank National Association, Saint Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, 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 full faith and
credit and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2029, and on any date thereafter to prepay Bonds due on or after
February 1, 2030. Redemption may be in whole or in part and if in part, at the option of the City and in such
manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will
notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid.
DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $4,330,000 all of like original
issue date and tenor, except as to number, maturity date, interest rate, and redemption privilege, all issued
pursuant to a resolution adopted by the City Council on June 8, 2020 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in making certain improvements to
the water system of the City, pursuant to and in full conformity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 444 and 475,
as amended, and the principal hereof and interest hereon are payable primarily from net revenues of the
water system of the City, as set forth in the Resolution to which reference is made for a full statement of
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rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for
payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable
property in the City in the event of any deficiency in net revenues pledged, which taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds
in denominations of $5,000 or any integral multiple thereof of single maturities.
The City Council 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.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system free from competition by
other like municipal utilities; that adequate insurance on said system and suitable fidelity bonds on
employees will be carried; that proper and adequate books of account will be kept showing all receipts
and disbursements relating to the Water Fund, into which it will pay all of the gross revenues from the
water system; that it will also create and maintain a General Obligation Utility Revenue Bonds,
Series 2020A Debt Service Fund, into which it will pay, out of the net revenues from the water system a
sum sufficient to pay principal of the Bonds and interest on the Bonds when due; and that it will provide,
by ad valorem tax levies, for any deficiency in required net revenues of the water system.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond 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 Bond 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 City 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 City and the Bond 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 City nor the Bond Registrar will 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 home rule charter of the City and 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 City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory,
or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Lino Lakes, Anoka County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Administrator and has caused this Bond to be dated as of the date set forth below.
B-2
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Dated: July 8, 2020
CITY OF LINO LAKES, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator
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
UNIF GIFT MIN ACT
Custodian
(Cult) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
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:
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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.
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
Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
B-4
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STATE OF MINNESOTA )
COUNTY OF ANOKA ) SS.
CITY OF LINO LAKES )
1, the undersigned, being the duly qualified and acting City Clerk of the City of Lino Lakes,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a regular meeting of the City Council of the City held on June 8, 2020, with the
original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar
as they relate to the issuance and sale of the City's General Obligation Utility Revenue Bonds,
Series 2020A, in the original aggregate principal amount of $4,330,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of June, 2020.
(SEAL)
City Clerk
City of Lino Lakes, Minnesota
• STATE OF MINNESOTA
COUNTY OF ANOKA
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CERTIFICATE OF MANAGER OF
PROPERTY RECORDS AND TAXATION
AS TO REGISTRATION WHERE NO AD
VALOREM TAX LEVY
I, the undersigned Manager of Property Records and Taxation of Anoka County, Minnesota,
hereby certify that a certified copy of a resolution adopted by the governing body of the City of Lino
Lakes, Minnesota (the "City"), on June 8, 2020, relating to the City's General Obligation Utility Revenue
Bonds, Series 2020A, issued in the original aggregate principal amount of $4,330,000, dated July 8, 2020,
has been filed in my office and said bonds have been entered on the register of obligations in my office.
WITNESS My hand and official seal this day of , 2020.
LN 140-122 (JAE)
655094v3
(SEAL)
MANAGER OF PROPERTY RECORDS
AND TAXATION
ANOKA COUNTY, MINNESOTA
•
Minutes of Meeting of: City of Lino Lakes, Minnesota
Resolution to be Adopted: Resolution Awarding the Sale of:
General Obligation Utility Revenue Bonds, Series 2020A
Type of Meeting:
Regular X
Meeting Date: June 8, 2020
Resolution # 20 -51
Special
Meeting Time: 6:30 P.M. Award: LO Pin
Moved Seconded In
Present Absent Resol. Resol. Favor
Rob Rafferty X —.X___
Tony Cavegn X X X
Chris Lyden X X
• Michael Ruhland X X
Dale Stoesz X
•
Against
MUNICIPALITY: City of Lino Lakes, Minnesota
General Obligation Utility Revenue Bonds, Series 2020A
Please sign below as indicated. These signatures are then used in printing the Bonds. (Black Ink Please)
Mayor
•
ty Administrator
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Piper Sandler & Co - Minneapolis, MN's Bid
City of Lino Lakes, Minnesota
$4,330,000
General Obligation Utility Revenue Bonds, Series 2020A
For the aggregate principal amount of $4,800,000.00 $4,330,000.00, we will pay you $5,255,469.60 $4,736,328.65, plus
accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s):
1451Fi fr r
Maturity Date Am nt $`Amount $
f 02/01/2021 320M 275M
02/01/2022
02/01/2023
02/01/2024
...................................................................
02/01/2025
02/01/2026
_02/01 /2027
02/01 /2028
02/01/2029
02/01/2030
02/01/2031
02/01/2032
02/01/2033
230M
Coupon % Yield % Dollar Price
4.0000 0.3000 6 102.082
4.0000 0.3500 1 105.687
295M 235M 4.0000 0.4000 109.173
3004 245M I 4.0000 10.5000 112.347
304A4 I 255M 4.0000 0.6000 115.283
3
310Mmm1 275M
3-1--5M 290M
3
300M
325A14 310M
330M 315M
32
330M
335M
02/01 /2034 ! 350M
02/01 /2035 355M
335M
345M
265M 4.0000 117.677
4.0000 0.85000 120.068
4.0000 1.0000 121.801
4.0000 T1.1000 123.638
2.0000 11.2000E 106.492
2.0000 1.3000 105.655�
5M� 2.0000 T1.40001 104.825
j 2.0000 1 1.5000R 104.003
2.0000 11.55001 103.595
2.0000 1.6000] 103.188
Bond Insurance
Total Interest Cost:
Premium:
Net Interest Cost:
TIC:
Total Insurance Premium:
Time Last Bid Received On:
$1, 002,660.00
9...
1.388981
$0.00
06/08/2020 9:50:48 CDST
$923,161.11
$406,328.65
$516,832.46
1.406233
This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and
the Preliminary Official Statement, all of which are made a part hereof.
Bidder: Piper Sandler & Co, Minneapolis, MN
Contact: Kristian Gottman
Title:
Telephone:612-303-5325
Fax:
Issuer Name: City of Lino Lakes
Accepted By:
Date:
June 8, 2020
Company Name: Piper Sandler & Co.
Accepted By: /12G¢ �6�z�yLC�L
Date: June 8, 2020
0.7500
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STATE OF MINNESOTA )
COUNTY OF ANOKA ) SS.
CITY OF LINO LAKES )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Lino Lakes,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a regular meeting of the City Council of the City held on June 8, 2020, with the
original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar
as they relate to the issuance and sale of the City's General Obligation Utility Revenue Bonds,
Series 2020A, in the original aggregate principal amount of $4,330,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 8
day of June, 2020.
(SEAL)
City Clerk
City of Lino Lakes, Minnesota