HomeMy WebLinkAboutResolution 24-125CITY OF LINO LAKES
RESOLUTION ACCEPTING THE OFFER OF THE MINNESOTA PUBLIC FACILITIES
AUTHORITY TO PURCHASE A GENERAL OBLIGATION WATER REVENUE NOTE,
SERIES 2024, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $15,996,190;
PROVIDING FOR ITS ISSUANCE; AND AUTHORIZING THE EXECUTION OF A PROJECT
LOAN AGREEMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH
BE IT RESOLVED By the City Council of Lino Lakes, Minnesota (the "City") as follows:
Section 1. Recitals.
(a) The Minnesota Public Facilities Authority (the "PFA") is authorized pursuant to
Minnesota Statutes, Chapter 446A, as amended, and Minnesota Rules, Chapter 7380, as amended,
to issue its bonds (the "PFA Bonds") and to use the proceeds thereof, together with certain other
funds of the agency available for such purpose in the Drinking Water Revolving Fund, to provide
loans to political subdivisions of the State of Minnesota (the "State") to fund eligible costs of
construction of publicly owned drinking water treatment and distribution facilities in accordance
with the Federal Safe Drinking Water Act Amendments of 1996, Public Law 104-182 (the
"Program").
(b) The City is authorized to issue its obligations pursuant to Minnesota Statutes,
Chapters 444 and 475, as amended (the "Act"), including Section 444.075, for the purpose of
financing the construction of a new 8.6 MGD iron and manganese gravity filtration water
treatment plant and associated facilities (the "Project").
(c) The City has applied for a loan from the PFA pursuant to the Program, and the PFA
has committed to make a loan to the City in the principal amount of $15,996,190, to be disbursed
and repaid in accordance with the terms of a Bond Purchase and Project Loan Agreement, dated
August 14, 2024 (the "Project Loan Agreement"), between the City and the PFA, in substantially
the form now on file with the City and attached hereto as EXHIBIT A. In addition, in accordance
with the terms of the Project Loan Agreement, the PFA will provide a Drinking Water State
Revolving Fund Principal Forgiveness Grant in the principal amount of $3,000,000 to help finance
the Project. The Project Loan Agreement, as executed, is incorporated herein by reference. The
execution of the Project Loan Agreement is in accordance with the terms hereof.
(d) In accordance with Section 475.60, subdivision 2(4) of the Act, the City is authorized
to issue obligations to a board, department or agency of the State by negotiation and without
advertisement for bids and the PFA is, and has represented that it is, a board, department or
agency of the State.
(e) Contracts for the Project have been or will be made by the City with the approval of
the PFA and all other State and federal agencies of whose approval is required.
Section 2. Acceptance of Offer; Payment.
(a) The City hereby accepts the offer of the PFA to purchase the General Obligation
Water Revenue Note, Series 2024 (the "Note"), to be issued by the City in the original aggregate
principal amount of $15,996,190 at the rate of interest set forth therein, and to pay therefor the
par amount of the Note as provided below, and the sale of the Note is awarded to the PFA.
Payment for the Note is to be disbursed in installments as eligible costs of the Project are
reimbursed or paid, all as provided in the Project Loan Agreement. The terms set forth in this
resolution relating to the Note are intended to be consistent with the provisions of the Project
Loan Agreement, and to the extent that any provision in the Project Loan Agreement is in conflict
with this resolution, the Project Loan Agreement shall control.
(b) The Note is to be issued in the aggregate principal amount of $15,996,190,
originally and nominally dated as of the date of delivery as a fully registered Note without
coupons. The Note will be in the denomination of the entire principal amount thereof, numbered
R-1, and will bear interest and mature in installment amounts as specified in EXHIBIT B attached
hereto.
(c) The Note is subject to redemption and prior payment as provided in the Project
Loan Agreement.
(d) Interest and principal in the installment amounts set out in the Note are payable by
wire transfer, or if by check or draft of the City or its designated Registrar, mailed no later than five
(5) business days prior to the payment date to the registered holder thereof at the holder's
address as it appears on the bond register at the close of business on the fifteenth day (whether or
not a business day) immediately preceding the interest payment date.
Section 3. Date; Denomination; Interest Rate. The Note will be a fully registered
negotiable obligation, dated as of date of delivery and issued forthwith. The Note shall be issued
in substantially the form attached hereto as EXHIBIT B.
Section 4. Execution. The Note is to be executed on behalf of the City by the manual
or facsimile signatures of its Mayor and City Administrator, and is to be authenticated by the
manual signature of the City Administrator, acting as authenticating agent of the City. In the event
of disability or resignation or other absence of any of such officers, the Note may be signed by any
officer who is authorized to act on behalf of such absent or disabled officer. If an officer whose
signature will appear on the Note ceases to be such officer before the delivery of the Note, such
officer's signature will nevertheless be valid and sufficient for all purposes, the same as if such
officer had remained in office until delivery.
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Section 5. Delivery; Application of Proceeds. The Note when so prepared and
executed will be delivered by the City Administrator to the PFA prior to disbursements pursuant to
the Project Loan Agreement and the purchaser is not obliged to see to the proper application
thereof.
Section 6. Water Fund and Accounts. There shall be maintained a separate fund in the
City treasury designated as the Water Fund (the "Water Fund"). The Finance Director and all
municipal officials and employees concerned therewith will establish and maintain financial
records of the receipts and disbursements of the municipal water system (the "Water System") in
accordance with this resolution. There will be maintained in the Water Fund, in addition to any
accounts previously created, the following three (3) separate accounts:
(a) A Capital Account to which will be credited all proceeds from the sale of the
Note. The Note is the only source of money to be credited to the Capital Account. It is
recognized that the sale proceeds of the Note are received in reimbursement for costs
expended on the Project or in direct payment of such costs, and that accordingly the
money need not be placed in the Capital Account upon receipt but may be applied
immediately to reimburse the source from which the expenditure was made. Money in
the Capital Account is to be used solely for the purpose of paying for the cost of
constructing the Project, including all costs enumerated in Section 475.65 of the Act,
provided that such money may only be expended for costs and expenses which are
permitted under the Project Loan Agreement. The PFA prohibits the use of proceeds of
the Note to reimburse costs initially paid from proceeds of other obligations of the City
unless otherwise specifically approved by the PFA. Upon completion of the Project and the
payment of the costs thereof, any surplus is to be transferred to the Debt Service Account.
(b) An Operation and Maintenance Account into which are to be paid all
gross revenues and earnings derived from the operation of the Water System, including
all charges for the service, use and availability of and connection to the Water System,
when collected, and all money received from the sale of any facilities or equipment of
the Water System or any byproducts thereof. From this account there will be paid all
the normal, reasonable and current costs of operating, maintaining, and insuring the
Water System, including salaries, wages, costs of materials and supplies, necessary legal,
engineering and auditing services, and all other items that, by sound accounting
practices, constitute normal, reasonable and current costs of operating and
maintenance, but excluding any allowance for depreciation, extraordinary repairs and
payments into any debt service account All money remaining in the Operation and
Maintenance Account after paying or providing for the foregoing items constitutes, and
is referred to in this resolution as, "net revenues."
(c) A Debt Service Account into which are irrevocably pledged or credited
(i) net revenues of the Water System in an amount sufficient, with other money, to pay
the principal of and interest on the Note when due; (ii) all collections of taxes which may
hereafter be levied for the payment of the principal of and interest on the Note; (iii) all
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investment earnings on money held in the Debt Service Account; (iv) any amounts
transferred from the Capital Account; and (v) any other money which is properly
available and is appropriated by the City Council to the Debt Service Account. The
money in this account may be used only to pay or prepay the principal of the Note and to
pay interest on the Note and any other obligations hereafter issued and made payable
from this account, and to pay any rebate due to the United States with respect to the PFA
Bonds in connection with the Note.
(d) Excess net revenues not required for the purposes of the Water Fund may
be used for any proper municipal purpose.
No portion of the proceeds of the Note may be used directly or indirectly to acquire
higher yielding investments, or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (i) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Note was issued, and (ii) in addition to
the above in an amount not greater than the lesser of five percent (5%) of the proceeds of
the Note or $100,000. To this effect, any proceeds of the Note or any sums from time to
time held in the Capital Account (or any other City account which will be used to pay
principal of or interest on the Note) in excess amounts which under then applicable federal
arbitrage regulations may be invested without regard to yield will not be invested at a yield
in excess of the applicable yield restrictions imposed by the arbitrage regulations on such
investments after taking into account any applicable "temporary periods" or "minor
portion" made available under the federal arbitrage regulations. In addition, money in the
Water Fund will not be invested in obligations or deposits issued by, guaranteed by or
insured by the United States or any agency or instrumentality thereof if and to the extent
that such investment would cause the Note to be "federally guaranteed" within the
meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the
"Code").
The City will observe the covenants of Sections 14, 15, 16, and 17 of this resolution and of
Article 3 of the Project Loan Agreement with regard to the Water Fund.
Section 7. Coverage Test; Pledge of Net Revenues; Excess Revenues. It is found,
determined and declared that the net revenues of the Water System are sufficient in amount to
pay one hundred five percent (105%) of the principal of and interest on the Note when due, and
the net revenues of the Water System are pledged to the payment of the Note, but solely to the
extent required to meet, with other pledged sources, one hundred five percent (105%) of the
principal and interest requirements of the Note as the same become due.
Section 8. Pledge to Produce Revenues. In accordance with the Act, the City hereby
covenants and agrees with the holder of the Note that it will impose and collect charges for the
service, use and availability of any connection to the Water System at the times and in the
amounts required to produce net revenues adequate to pay all principal and interest when due on
the Note.
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Section 9. General Obligation Pledge. The full faith and credit and taxing powers of
the City will be and are irrevocably pledged for the prompt and full payment of the principal of and
interest on the Note as the same respectively become due. If the net revenues of the Water
System appropriated and pledged to the payment of principal of and interest on the Note,
together with other funds irrevocably appropriated to the Debt Service Account referred to in
Section 6 hereof, are at any time insufficient to pay such principal and interest when due, the City
covenants and agrees to levy, without limitation as to rate or amount, an ad valorem tax upon all
taxable property in the City sufficient to pay such principal and interest as the same become due.
If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then
due on the Note and any other obligations payable therefrom, the deficiency will be promptly paid
out of any other funds of the City which are available for such purpose, and those other funds may
be reimbursed, with or without interest, from the Debt Service Account when a sufficient balance
is available in that account.
Section 10. Certificate of Registration. The City Clerk is authorized and directed to file a
certified copy of this resolution with the Manager of Property Records and Taxation of Anoka
County, Minnesota (the "Manager of Property Records and Taxation"), together with such other
information as the Manager of Property Records and Taxation may require, and to obtain the
certificate of the Manager of Property Records and Taxation that the Note has been entered in the
bond register of the Manager of Property Records and Taxation.
Section 11. Project Loan Agreement. The Project Loan Agreement is approved in
substantially the form presented to the City Council, and in the form executed is incorporated by
reference and made a part of this resolution. The provisions of this resolution relating to the Note
are intended to be consistent with the provisions of the Project Loan Agreement, and to the extent
that any provision in the Project Loan Agreement is in conflict with this resolution as it relates to
the Note, that provision controls. The execution and delivery of the Project Loan Agreement by
the Mayor and the City Clerk is hereby authorized and ratified. The execution of the Project Loan
Agreement by the appropriate officers is conclusive evidence of the approval of the Project Loan
Agreement in accordance with the terms hereof. The Project Loan Agreement may be attached to
the Note, and must be attached to the Note if the holder of the Note is any person other than the
PFA.
Section 12. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the PFA, and to the attorneys approving the legality of the
issuance of the Note, certified copies of all proceedings and records of the City relating to the Note
and to the financial condition and affairs of the City, and such other affidavits, certificates and
information as are required to show the facts relating to the legality and marketability of the Note
as the same appear from the books and records under their custody and control, or as otherwise
known to them, and all such certified copies, certificates and affidavits including any heretofore
furnished, are to be deemed representations of the City as to the facts recited therein.
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Section 13. Electronic Signatures. The electronic signature of the Mayor, the City
Administrator, the Finance Director, and/or the City Clerk to this resolution, the Project Loan
Agreement, and 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) a manually signed original signature that is then
transmitted by electronic means or (b) a signature obtained through DocuSign or a similarly
digitally auditable signature gathering process; and (ii) "transmitted by electronic means"
means sent in the form of a facsimile or sent via the internet as a portable document format
("pdf") or other replicating image attached to an electronic mail or internet message.
Section 14. Negative Covenants as to Use of Proceeds and Project. The City covenants
not to use the proceeds of the Note or to use the Project, or to cause or permit them to be used,
or to enter into any deferred payment arrangements for the cost of the Project, in such a manner
as to cause the Note to be a private activity bond within the meaning of Sections 103 and 141
through 150 of the Code. The City reasonably expects that no actions will be taken over the term
of the Note that would cause it to be a private activity bond, and the average term of the Note is
not longer than reasonably necessary for the governmental purpose of the issue. The City
covenants not to use the proceeds of the Note in such a manner as to cause the Note to be a
"hedge bond" within the meaning of Section 149(g) of the Code.
Section 15. Tax -Exempt Status of the Note; Rebate. The City will comply with
requirements necessary under the Code to establish and maintain the exclusion from gross income
under Section 103 of the Code of the interest on the Note, including without limitation
(i) requirements relating to temporary periods for investments; (ii) limitations on amounts
invested at a yield greater than the yield on the PFA Bonds; and (iii) the rebate of excess
investment earnings to the United States.
Section 16. Tax -Exempt Status of the PFA Bonds; Rebate. The City, with respect to the
Note, will comply with requirements necessary under the Code to establish and maintain the
exclusion from gross income under Section 103 of the Code of the interest on the PFA Bonds,
including without limitation (1) requirements relating to temporary periods for investments;
(ii) limitations on amounts invested at a yield in excess of the applicable yield restrictions imposed
by the Code; and (iii) the rebate of excess investment earnings to the United States. The City
covenants and agrees with the PFA and holders of the Note that the investments of proceeds of
the Note, including the investment of any revenues pledged to the Note which are considered
gross proceeds of the PFA Bonds under the applicable regulations, and accumulated sinking funds,
if any, will be limited as to amount and yield in such manner that the PFA Bonds will not be
arbitrage bonds within the meaning of Section 148 of the Code and any regulations thereunder.
On the basis of the existing facts, estimates and circumstances, including the foregoing findings
and covenants, the City certifies that it is not expected that the proceeds of the Note will be used
in such manner as to cause the PFA Bonds to be arbitrage bonds under Section 148 of the Code
and any regulations thereunder. The Mayor and the City Administrator will furnish a certificate to
the PFA embracing or based on the foregoing certification at the time of delivery of the Note to
the PFA.
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Section 17. Not Qualified Tax -Exempt Obligations. The Note is not designated as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code.
Section 18. Reimbursement. The City 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 Note. On June 24, 2024, the City Council adopted Resolution
No.24-85, declaring the City's official intent to reimburse certain costs of the Project from
proceeds of the Note (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 19. Severability. If any section,l paragraph or provision of this resolution is held
to be invalid or unenforceable for any reason, the validity or unenforceability of such section,
paragraph or provision will not affect any of the remaining provisions of this resolution.
Section 20. Headings. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and do not limit or define the meaning of any provision
hereof.
(The remainder of this page is intentionally left blank.)
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Adopted by the City Council of the City of Lino Lakes this 23,d day of September, 2024.
ATTEST:
Roberta Colotti, CMC, City Clerk
t L Ec
R R fferty, Mayor
�3
EXHIBIT A
PROJECT LOAN AGREEMENT
A-1
MINNESOTA PUBLIC FACILITIES AUTHORITY
BOND PURCHASE AND PROJECT LOAN AGREEMENT
This BOND PURCHASE AND PROJECT LOAN AGREEMENT ("the Agreement"), is between the Minnesota
Public Facilities Authority (the "Authority") and the City of Lino Lakes ("Recipient") and is dated August
14, 2024.
Construction of a new 8.6 MGD iron and manganese gravity filtration water treatment plant and
associated facilities ("the Project"). The Project is further described and detailed in the MN Department
of Health's certification(s) dated June 28, 2024 and August 9, 2024 and Jn the Recipient's Project
application which is incorporated herein.
Program Funding for the Project
Name
Legal citations
FdYqkl ko,
Amounts
Drinking Water State Revolving Fund
("the Loan")
MS 446A.081p
' MPFtt-DWRF-L S)2 ,FY25
$15,996,190
Loan
MN Rules 7380 r-=.
.0250,0297
Drinking Water State Revolving Fund
("the Principal
MS44¢&081`
MPFA-DWRF-E-023-FY25"
$3,000,000
Principal Forgiveness Grant
Forgiveness'
Grant")
.^
TotafAuthorityPr'ojettFinancing:'y %
$18,996,190
ARTICLE 1 TERMS AND CON`0J, `DNS
Section 1.1 Terms. (a) General. The Aut' o'i y heteby commits, sd6f t to the availability of funds and
the conditions and legal citations herein setfPlIl) to prfivide.E1GHTEEI EIGHTEEN -MILLION NINE HUNDRED NINETY
SIX THOUSAND ONE HUNDRED NINETY DOLLARS ($T8,99f;1Q) to the,
Itacipient for the purpose of
financing eligible costs of their„oject.
(b) Loan: The Loan shell be evidenced by the Note described in Section 1.4 of this Agreement (the
"Note"). The final maturity date ofth Loan will be August 20, 2044. The aggregate principal amount of
the Loan disbursed and boutstanding,"MI bear interesi'ai d servicing fees collectively atthe rate of 1.947%
per annum accruing fromend,afterthe hike of the Noje,through the date on which no principal of the
Loan remains -unpaid and all accrued interest and servicing fees thereon have been paid.
(c) Grant(s); The Prtn6pal Forgiveness Grant is granted and is not required to be repaid except as
othier4iise provided in'Ar,Rle 9 of this Agreement.
Section 1.2 Authority Sou raea'of Funds: (ii The Recipient acknowledges that the Authority may use the
proceeds-"pf:.one or more serlei; of the Authority's revenue bonds (the "Bonds"), federal capitalization
grants, proceeds of state geerl obligation bonds, state appropriations from the Clean Water Legacy
Fund, or othbOdilds of the UiAority, or a combination thereof, to fund the Agreement.
b At the written re uc�st of'the Recipient, the Authority will provide information with respect to the
(1 t1 r
funding of the Agreement from time to time.
(c) Allocation and pledging of Loan: The Authority may, at any time, pledge the Loan as security for its
Bonds. The Authority in its sole discretion may allocate the Loan to one or more sources of funds and
may from time to time reallocate the Loan to one or more different sources of funds, including one or
more different series of Bonds (whether or not that series of Bonds refunded the series of Bonds to
which the Loan was originally allocated), or may sell the Loan if permitted by the documents relating to
its Bonds.
Lino lakes DWRF 01
A-2
Page 1 of 12
Section 1.3 Disbursements, (a) Delivery of Note: No funds will be disbursed by the Authority to the
Recipient until the Recipient has delivered its Note to the Authority as set forth in section 1.4.
(b) All Recipient disbursement requests will be subject to Authority approval and will be disbursed on a
cost reimbursement basis, consistent with the budget presented in the Recipient's application, The
Authority may withhold or disallow all or part of the amount requested if the Authority determines the
request is not in compliance with this Agreement, applicable federal and state laws, regulations or rules
as then in effect.
(c) The Authority will disburse funds pursuant to approved disbursement requests complying with the
provisions of this Agreement. Each disbursement request must be for"eligible costs for completed work
on the Project and must be submitted on or before the deadlines esigb)lslied by the Authority and on a
form prescribed by the Authority. Each disbursement request mint mclurle supporting invoices and
billing statements and be signed by an employee or elected Wcial`of the R�tip)ent.
r
(d) The Authority will reimburse the Recipient for eligible Pt eject costs incurred pridt'to the execution of
f r
this Agreement only to the extent approved in cot�naction with the AuthoritI s 4ipproval of the
f.
Recipient's application.
(e) The Authority will make disbursements to the ReciprIr entt thin 31,6"d-'ays of receipt of tile�Recipient's
request; unlessthe Authority determinesto withhold disbursep 6nff`,in accordance with the provisions of
this Agreement. The Authority will endayortapay disburserriept requests submitted by the Recipient
not later than the 15th day of the month Why lash d" of the same "th.
(f) If the entire amount specified in Section 1;l,,is notJ6
not make any further disbursements. In that Oe'pt or if
financing amount specified in Section 1.1, the,undisb6
will be cancelled, and t6ee ttndis'bursed balance of the
installments of the Loan on a pro ratabasis or as othery
will revise Exhibit A to th 4QA eemen#to reflect the roc
a copy to the Recipient,
Section
The R
e its o
Recipient under this Agreemen
ceftlfcj copy of resolutions'r
authbf iid the execution avx
ti�l
applicab16 law, and all opmignaj
the Authontv�:",,\ I ')
rsed by 1u,1i�e 30, 2028 the Authority will
costs are less than the total
IIlile,,Project
sett balance'gf the Principal Forgiveness Grant
an will be applied to the outstanding principal
ise determined by the Authority. The Authority
action in principal amount and promptly deliver
clpient must issuetp the Authority its Tax Exempt General Obligation
ligation to repay the Loan. The Authority will not disburse funds to the
t u' W"the Recipient delivers to the Authority' the executed Note, a
othei"0iiithority by the appropriate governing body or bodies as have
performance of this Agreement and the Note in accordance with
certificates and documents requested by, and in a form acceptable to,
(b) The Recipient~_represerlts nd agrees that the Note is a general obligation debt of the Recipient and
will be shown as such its financial statements and be treated in all respects as a general obligation
debt of the RecipientFor purposes of permitting sale of the Note to the Authority, the Authority
represents that it is a "board department or agency" of the State of Minnesota within the meaning of
Minnesota Statutes, Section 475:60, subdivision 2; clause (4), as amended.
(c) The obligations of the Recipient under the Note evidence amounts payable under the Loan. Each
payment made pursuant to the Note will be deemed to be a credit against the corresponding obligation
of the Recipient under the Loan and any such payment will fulfill the Recipient's obligation to pay that
amount hereunder.
Lino Lakes DWRF 01
Page 2 of 12
A-3
(d) Tile Recipient agrees to impose and collect rates and charges in compliance with Minnesota Statutes
and in accordance with the Recipient's oenJoe charge system, so that sufficient gnmo revenues are
available, together with other sources as may be applicable, for the payment of system costs, including
operation and maintenance expenses and principal, interest and servicing fees doe on any outstanding
debt payable from those revenues. Tile Recipient agrees to annually review and ensure that the gross
revenues are muM|den1for the payment ofall system costs.
Section 1.5 Mandatory Payments. (a) The Kodp1ont must repay tha pdn6pal amount of the Loan,
together with accrued interest and servicing fees, in the arnOUnts and oil �14,dates set forth in Exhibit A
attached hereto (notwithstanding the rate of disbursement of the 0 s of the Loan), subject to
adjustment as set forth in Section 1.3 or 1.6. The interest pa i6 , n , t shown oil Exhibit A is for
informational purposes only; the actual interest payment will W-th b` unt of interest which has
accrued to the date of payment, Tile Authority will be entitled to fata". in urposes any interest
earnings on Loan proceeds that are not disbursed and will,n`& be obli it any such interest
earnings against any required repayment of principal of interest an'dl�ervicing fees. Any
payment of principal or interest received by tile Autho'rity"in excess of tile amounts s6forth in Exhibit
A, as then in effect, which is not a mandatory paym6IIt#s,,designatedJil paragraph MI.Orriot expressly
designated by the Recipient to be treated as an option"61',' Oepa�
Authority, be (i) held without interest payable bythe Authoit`V,,,�
tile Loan in a manner determined by the,Autljority, (ii) treate
or (iii) returned to tile Recipient as an 6y"" t Other th
by the Authority in enforcing any provisio'�`,`6f, the IN6t6,,6tthi
accrued and unpaid interest and servicing feb(s he N n
Note then due.
in the sole discretion of the
applied to a future payment due on
repayment of principal on tile Loan,
apa, yments, the Authority will apply
iptdfany costs or expenses incurred
e rylp" ntj, second, to the payment of
J, to'� payment of principal of the
(b) if the Recipient hadoliidgecl io'th6,repayment6f't46 Loan revenues subject to prepayment or lump -
sum payments by', third party, such as special'a , �sessments or connection charges from another
municipality, tile Reci'p'ient,will noti Vthe.AUtllority iiihm,e diately upon receipt of any such payment. Tile
Authority, in its sole discre Jon,,may diY&P,tJhe_Recipl6nt to use the funds for tile payment of eligible
constrtiction--Cbsts-.of the Priojecti,`br to trans' tjbejunds to the Authority for payment on the Loan,
immediately bf-at ii,lat , er date.'' Any such paymen'i-,feceived by the Authority may be applied to reduce
each id annual prin I
pripa pq instalimbritof the Loan in the proportion thatsuch installment bears tothe
t6t6lbf all unpaid principal lnstallm6hts,� or, in the sole discretion of the Authority, may be applied to
o n e'dk, re principa%,p� the Loan in a manner determined by the Authority.
nts. (a) The Recipient may not prepay the Loan except upon written
Section Prepaym
consent of i I uthority has consented, then upon 45 days' prior written notice to the
Authority ( r as the Authority may accept), the Recipient may prepay the Loan and
the Note, i i any February 20 or August 20 at a redemption price equal to the principal
amount to I er with accrued interest and servicing fees thereon to the redemption date
and o premium equal to all fees and expenses of the Authodty, if any, in connection with the
prepayment, including any fees, expenses or other costs relating to the payment and redemption of the
Bonds as determined by the Authority.
(b)The Authority may require that the Recipient, mtits sole cost and expense, deliver tothe Authority
an opinion from a law firm, selected bythe Authority, having a national reputation in the field of
municipal finance law whose |oOe| opinions are generally accepted by purchasers of municipal bonds
Lino Lakes—DWRF-01
Page 3of 12
("Bond Counsel") to the effect that such prepayment will not cause the interest on the Note to be
included in the gross income of the recipient thereof for federal income tax purposes.
(c) The Authority will apply any amount paid by the Recipient to prepay all or a portion of the Note as
follows: first, to the payment of fees, expenses and other costs of the Authority as provided in
Subsection (a); second, to the payment of interest and servicing fees on the principal amount of the Note
to be prepaid; and, third, to the principal of the Note. The principal amount of a partial prepayment will,
in the sole discretion of the Authority, (i) be applied to one or more future principal payments of the
Loan in a manner determined by the Authority, or (ii) he applied to reduceri ach unpaid annual principal
installment of the Loan in the proportion that such installment bears total of all unpaid principal
installments (i.e., the remaining principal payment schedule hall:lie re -amortized to provide
proportionately reduced principal payments in each year).
ARTICLE 2 — RECIPIENT RESPONSIBILITIES
Section 2.1 Recipient Responsibilities with Respect
requirements in the project application submitted 10
state laws, rules and regulations and include in an,
provisions requiring contractor and subcontractor cc
Tile requirements in that application are hereby incor
(b) The Recipient agrees to commence c
regardless of the sufficiency of loans or
(c) The Recipient will not enter into a sale, lease
X
Project, or change the use iifthe'Project, witho0t'i
lease, transfer, agreeiq� nft or change in use would'
4, or (ii) violate the conditions under snihich any ca]
Environmental Protec(ion',Agency (t)tai "EPA"), or
Agreement.
Project. (a) The R'ecjpaent must meet all
th 'Authority as to compliancee with federal and
contract or subcontract relater# &,the Project
npliance with Jpplicable state and .federal laws.
rorated ,y re f eFence.
d complete thi Project with reasonable diligence,
r, from the AuEhOty to pay eligible project costs.
or outer use agreement of any part of the
Written approval of the Authority if that sale,
the covenants set forth in Article 3 or Article
in grants were furnished by the United States
rwise violate any terms or conditions of this
(d) The,>1ecipi#nt musi�.maintair deguate prof erEy insurance coverage forthe Project in those amounts
and,witp those limits 6flt-determin6*in good faith to be reasonable or in those, amounts and with those
lirh ts'As the Authority rhia fequire frorr �tirne to time. The Recipient may substitute adequate, actuarlally
SO
und zelf-insurance or risk" tetention'prQgram(s) for property insurance coverage, so long as such
prograrr►ll are consistent wtt%-9pplicable laws and state and federal regulations.
(e) The Recipst como`fi�e the Project in accordance with all applicable federal, state and local
statutes, rules,: re ula obr s'' 'ordinances, reporting requirements, approvals, and state agency
certifications governrng the design and construction of the Project, and operate the Project's system in
compliance with all applicable federal and state laws and regulations and permit requirements.
(f) The Recipient agrees to exert all reasonable efforts to investigate claims that the Recipient may have
against third parties with respect to the construction of the Project and, in appropriate circumstances,
take whatever action, including legal action, the Recipient reasonably determines to be appropriate.
(g) Clean Water Legacy logo: This subsection is intentionally left blank.
Lino Lakes DWRF 01
Page 4 of 12
Section 2.2 Construction Compliance. (a) State prevailing wages: The Recipient must comply with the
provisions ofprevailing wage requirements set forth |nMinnesota Statutes, Sections 177.41tu177.44
oothen |neffect.
(b) Federal prevailing wages: In addition to the prevailing wage requirernents under Subsection (a), the
Recipient must comply with, and require that all laborers and mechanics employed by contractors and
subcontractors on the Project be paid wages etrates not less than those prevailing oil projects ufo
similar character |n dle locality as determined bythe Secretary ufLabor (n jaccorclance with, the Davis -
Bacon Act (40 U.S.C., sec. 276a through 276a-5), as amended.
(c) Federal American Iron and Steel: The Recipient will (
requirements ufthe Safe Drinking Water Act, aaamended by
unless the Project |ogranted awaiver from tile EPA,
(6) Federal Build Amedca,Buy America (BA8A). The
requirements under the Build America, Buy America,
Jobs Act (|UA)(P.L.117'58§§7O911'7Dy17)
(e) Project Sign: The Recipient will post a physical sign, basbd
Authority, at the Project site during cot gfi`u66 t . form th
0 In
available by the State of Minnesota and , hii,,F d6ipI4�ifrastruc
notified by the Authority that a sign is notr
3_TAX COM
American |onn and Steel
pfrastructure Act of 2018,
subject to the BU�Ain&ican sourcing
s of the Infrastructure'JnV&stment and
ampbteprovided bythe
that Project funding was made
,Atment and Jobs Act, unless
The Recipient acknoWlOdge's that,the Note is itit6nded to bear interest that is excluded from gross
income of tile own Ah�reof for fed,6kal and Stai�','_' f,Minnesota income tax purposes (a "Tax-exempt
Note") and may be fu' d4d,by the Adtfibrit
,,y from tile proceeds of tile Authority's Bonds that are intended
to bear interest that is e"iclUded IT"bibit"A"'to's"s. lncorn�,`, f the owner thereof for federal and State of
Minnesota-Ancorne tax ax-ekeffipt-, Bonds"). The Recipient also acknowledges that,
re ga rd I 6ss,bf _fh& e Authority may pledge the Loan and the related Note as security
-exempt Bonds. In
for/i as a source�,bk A of debt service on any or all of its Tax
consideration of these fa'-'- ci' lefit covenants and agrees with the Authority, whether or not strict
corhp%1lihce with those nts is required to maintain the Note as a Tax-exempt Note or tile
Authorit'v/s,113prids as Tax- Bonds, as follows:
(a) The Red 1pie�f'will not ta'W`,']�or to the extent under its control, permit to be taken, any action that
WOUld cause tlW� a Tax-exempt Note or any Authority Bonds not to be Tax-exempt Bonds
21,
and will not o it r cause to be taken, any action required to maintain the Note as a Tax-
exemptNote rt Bonds as Tax-exempt Bonds.
(b) The Recipient will take all actions with respect to the Note necessary to comply with all instructions
and requests of the Authority relating to maintaining the Authority's Bonds as Tax-exempt Bonds and
the Note as aTax-exernpt Note or compliance with the agreements set forth in this Section or in anyTax
Compliance Certificate (hereinafter duhoad).
Lino Lakes—DWRR01
Page 5of12
(c) The Recipient will comply with all requirements of any certificate or agreement ("Tax Compliance
Certificate") executed and delivered by it in connection with the issuance of the Note.
(d) The Recipient will promptly notify the Executive Director of the Authority in writing of any action or
event which adversely affects the status of the Note as a Tax-exempt Note or any of the Authority's
Bonds as Tax-exempt Bonds.
(e) The Recipient will not use any of the proceeds of the Loan to pay the costs of any facility used or to
be used during the term of the Loan for any private business use or to r alce,a private loan within the
meaning of Section 141 of the Internal Revenue Code of 1986, as amgtfcietf (the "Code").
(f) The Recipient will not repay the Loan from, or secure repaym6nt;.of the f_ban by, property used or to
be used for a private business use or payments in respect of suet property Mlthih,the meaning of Section
141 of the Code, except as specifically permitted in writingiy the Authority.
(g)The Recipient will not establish any fund oraccount,;ttlerthan a bona fide debt servtcefund, securing
the payment of the Tax-exempt Note or Tax-exempt M�bds or fror Which the Recip►ent'''easonably
expects to pay debt service on the Loan, or in any other1'Iespect :6raeate "gross proceeds;" within the
meaningof the Code of the Tax-exempt Note or Tax-exenr t- nds''exce t as specifically permitted in
p p�� p p Y
writing by the Authority. in addition, the Recipient will not investbny gross proceeds in obligations or
deposits issued by, guaranteed by or insured by the United State ►; any agency or instrumentality
thereof if and to the extent that invest megfivr{ould cause the Tax-Ex6hio' Note or Tax-exempt Bonds to
be "federally guaranteed" within the meag f Section,J3bjkof the
(h) The Recipient will nod Invest any moneys 6onstituti4g "gross proceeds" of the Tax-exempt Note or
Tax-exempt Bonds othb"than in a fair►narket, ar ms' lepgth transaction and at a yield, within the meaning
of the Code, in excess 7of the lesser of the yield b"H�the Tax-exempt Note or the Tax-exempt Bonds
applicable to the Loah End will apply all Loan procees within five days of the receipt thereof by the
Recipient consistent with�the teFrhs'of tlent's disbursement request.
77
�>
(i) ExcOpf--,'bis perm►MW under treasury Regulations, Section 1.150-2, and Section 1.4(d) hereof, the
Rep►& t will not use Wtin proc616ftto reimburse itself for any payments of project costs that the
Rgp►plent made from other funds, if the original payment was made prior to the earlier of the issuance
of the authority Bonds use-06,fund tha loan or the execution and delivery of this Agreement or if the
origina'i_. Sa pient was madefrofti the proceeds of other debt of the Recipient.
(j) other than as ,provided,,I(n,,ection 4.1 hereof, the allocation by the Authority of funds it uses to
purchase the Loan, �nclud)ng'different series of Tax-exempt Bonds, is at the sole discretion of the
Authority and that altracat►on is binding on the Recipient.
(k) With respect to any gross proceeds of the Tax-exempt Bonds created by the Recipient, the Recipient
will be liable to the Authority for any amount the Authority is required to rebate to the United States as
excess investment earnings pursuant to Section 148 of the Code.
The Authority may, in its sole discretion and only upon receipt of an opinion of counsel to the Authority,
waive any of the agreements set forth in this Article 3.
Lino Lakes_DWRF_01
Page 6 of 12
A-7
ARTICLE 4—COMPLIANCE WITH STATE BOND REQUIREMENTS
Section 4.1 State Bond Financed Property. The Recipient and the Authority acknowledge and agree that
the Recipient's ownership interest in the Project, consisting of real property, and if applicable, all
facilities located, or that will be constructed and located, on that real property, and all equipment that
is o part thereof, that was purchased with the proceeds of state general obligation bond proceeds
constitutes "State Bond Financed Property", as that term is used in Minnesota Statutes, Sect|mn1hA.O95
d tile "Fourth Order Amendingd f the Commissionerf Finance Relatingd Sale of State
Bond Financed Property" dated July 30, 2012 (the "Order"), as s c amended, modified,
supplemented, or replaced from time to time, and therefore the provisi, I ai ed in that statute and
order apply to the Recipient's ownership interest in the Project andi", s c tracts relating thereto.
the Project must be
The Recipient agrees that the proceeds of the Agreement mu§V" n
operated, in a manner that complies with Minnesota Statuteg;'�' c i n d tile Order, The
Recipient must file the required state bond financed propefty 0eclal, ion s _01 I in the order and
provide a copy of the filed declaration to the Authority,,611' s9 the fill g req irem, aived in writing
bythe Commissioner of Minnesota Management an,d.4 "dget.
Section 4.2 Lease mManagement Contract. The Recipjjvp
similar contract (each a "Use Agreement") it enters |ntuV0
part oftile State Bond Financed Propor�,ft)4stcomply with
(a) Itmust befor the express purpose of
by law and established by official action
(b)ItMust bmapproved, |
(e) lt_,nlo�t provide for
the Use -A, eieement.
(f)Itmust o
Agromont,
by the CornNpsio
0any lease or mandgementor
toproperty constituting all ma
ngmquimments:
rnmont6i0Rramestablished mvauthorized
Management and Budget.
�dud the lessee nrmanager,
than the'�'uspful life of r petyoubjoct to that lease or management
elmevvn|.040ndjhattenn�A�n determination by the Recipient that the use
by th'b"116tipient if the other contracting party defaults under the contract, or
pp
by the Re'66pient of tile operation of the property that is the Subject of
e statute that provides the Recipient authority to enter into the Use
(g) It must contain provision stating that the Use Agreement is being entered into in order tocarry out
a governmental program and must specifically identify the governmental program.
Sectlon4.3 Sale. The Recipient must not sell any property constituting all or a part of the State Bond
Financed Property unless the sale complies with the following requirements:
(a) The Recipient determines by official action that the property is no longer usable or needed by tile
Recipient to carry out the governmental program for which it was acquired or constructed.
Lino Lakes—DWRF-01
Page 7of12
(b) The sale must be made as authorized by law.
(c) The sale must be for fair market value as defined in Minnesota Statutes, Section 16A.695 as then in
effect.
(d) The Recipient obtains the prior written consent of the Commissioner of Minnesota Management and
Budget.
Section 4.4 Changes to Minnesota Statute 16A.695 or the Order. In the e0ent that Minnesota Statutes
Section 16A.695 or the order is amended in a manner that reduces any tequrement imposed upon the
Recipient, or if the Recipient's interest in the State Bond Financed, papety is exempt from Minnesota
Statutes, Section 16A.695 or the Order, then upon written request,y tote Recipient, the Authority will
enter into and execute an amendment to this Agreement to hAj iient that"t»endment to, or exempt
the interest in the Project from, Minnesota Statutes, SectioP"�§A.695 and the Order.
Section 4.5 Waiver. The Authority may waive tl e',;t'equirements of Article 44t any time upon
determination by the Authority, and after notifying`t�ie Coinmissionef-.of Minnesota Management and
Budget, that the Project has not been and will not "be funded fr6iAhe proceeds of mate general
obligation bonds.
Section 5.1 Information for Disclosure Ddoret
such information with respect to the Recipient, jt
requested by the Authority, and hereby consni
used in connection sale or thii
respect to its Bonds (6)lactively, tits>"Disclosui
proceeds of Bonds �r will be I' ed to the
— DISCLOSU
s .(a)?The Recipient 6grees to provide to the Authority
duties, gperat1ons and f(iifictions as may be reasonably
to its inclu§ion an -fie Authority's official statements)
e7rriarlteting of it"sBonds or continuing disclosure with
006ments"), whether or not all or a portion of the
(b) At the request of the'Athoa#y, th"'Re , cipiprit willertify and represent that the information with
respect tothRecipaent in any T�)selosure Doctiinent.doesnot contain any untrue statement of a material
fact o to stele a mtertal fait necessary to make the statements made, in light of the circumstances
u rider*,' hich they wire lade, not misleading; provided, however, that in no event will the Authority
reuIre the Recipient to mike any fepresentation about any other information in the Disclosure
DocUrnens or as to any Disclosure Document in its entirety. If for any reason the Recipient determines
that it is not,�able to make ha) certification and representation, it will provide to the Authority the
informat oq fir, inclusion t i to Disclosure Documents necessary for the Recipient to make the
certification anif-ieuresenta,jor .
(c) If at any time dut�ng lte' period ending 90 days after the date the Recipient provides information to
Authority for inclusionina Disclosure Document any event occurs that the Recipient believes would
cause the information with respect to the Recipient in the Disclosure Document to omit a material fact
or make the statements therein misleading, the Recipient agrees to promptly notify the Authority in
writing of that event and provide information for inclusion in the Disclosure Document or an amendment
thereof or a supplement thereto. At the request of the Authority, the Recipient will also provide the
certification and representation required in (b) above with respect to that information.
Lino Lakes_DWRF_01 Page 8 of 12
A-9
(d) The Recipient agrees to provide such information as may be reasonably requested by any rating
agency in connection with rating the Bonds of tile Authority.
Semtiom5.2 Continuing Disclosure. If the Authority, in its sole discretion, determines, at any time prior
to payment of tile Loan in full, (|) that the Recipient is a material "obligated person," as the term
"obligated person" is defined in Rule 15c2-12 promulgated by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended or supplemented, including any successor
regulation t t t thereto ("Rule 15o3 12") or(i|) that an event has occurred with respect to the
Recipient or the Loan that must be disclosed under Rule 15c2-12, or (M)Ahit any other action of the
Recipient has occurred which the Authority determines it) its sole discy
'is material to an investor in
the Bonds, the Recipient covenants that it will authorize and provide , "e Authority, for inclusion in a
Disclosure Document, all staternents and information relating to-th'6-,R0J0J,6nt deemed material by tile
Authority for the purpose of satisfying Rule 15c2-12 as well as lob-5'6r, Igated pursuant to tile
Securities Exchange Act of 1934, as amended or supple _t' including aily:i6ccessor regulation or
statute thereto ("Rule lob-5"), including certificates,,A`W` `;W'n en representdti' the Recipient
evidencing satisfaction of the requirements of Rule, c ��_l an Rule 10b-5. The'A-6thbrity in its sole
discretion and asset forth in a resolution or official stafghibritof tile A tbority, will dete�'rrnjno materiality
im
under each of clause (i) and clause (iii) pursuant to crit I a lish fforn time to t e. T Recipient
further covenants that, if determined to be Such a materia I erson, it will execute and deliver
a continuing disclosure agreement, in thdi'forni as the ut 1_1 t rrnines to be necessary, desirable
or convenient, in its sole discretion, fdtlh i3itppse i eti q requirements of Rule 15c2-12.
nt, tile Recipient will
Pursuant to the terms and provision 11,11 iniping disclosuf eeme
In ""'At information and financial
thereafter provide ongoing disclosure wl b nual a nd 'eve
statements relating to the Recipient requir undertaking under Rule 15c-12.
sclose any information about tile
sole discretion, to b6 `�-pect a rids.
AUDITS, REPORTS AND INSPECTIONS
Seciii" Financial Re6 keeping. T& all expenditures made pursuant to this Agreement, the
Recipieh't","M'A"'fist keep 1 i c unts and records in accordance with generally accepted accounting
tracts, receipts, vouchers and other documents sufficient to evidence
principles Wing in
etd-111hia- n r riety of the expenditures and any investments made with proceeds
of the Loan or 6ih ceeds" of the Note or the tax-exempt Bonds of the Authority. Such
accounts and recor` s-ti,, accessible and available for a minimum of six years from the date of
initiation of operation the Project and for so long as tile Note is outstanding for examination by
authorized representatives ofthe Authority, the Office of the Legislative Auditor, the office of the State
Auditor and the EPA Office of Inspector General.
Section 7.2 Annual Financial Reports. (a) The Recipient must annually provide to the Authority for the
term nfthe Loan acopy ofanindependent audit ufits financial statements. All audit reports must bo
submitted within 30 days after the completion of tile audit but no later than one year after the end of
the fiscal year tu beaudited. The audits must be conducted /n accordance with generally accepted
GnuLakes-1}VVRF_O1
Page Sof12
government auditing standards and in compliance with Subpart F (Audit Requirements) of Title 2 U.S.
Code of Federal Regulations Part 200.
(b) The Recipient must describe the Note as general obligation debt of the Recipient in its annual audited
financial statements for the term of the Loan.
Section 7.3 Annual Minority and Women Business Enterprise Report. If requested, the Recipient will
submit to the Authority, within 20 days of the end of the annual reporting period, EPA Form 5700-52A
to report on the award of prime contracts or subcontracts to any certified MihioritV and Women Business
Enterprise (MBE/WBE) firms until the Project is complete.
Section 7.4 General, The Recipient must submit the project
prescribed by the Authority.
Section 7.5 Inspections. The Recipient, upon reasonab!6 1
Authority and its agents to inspect the Project.
ARTICLE 8 — GOVERNMENT DA
The Recipient agrees, with respect to any data that it posses:
of the provisions and restrictions contained rlttlt'e Minnesota
Statutes, Chapter 13, that exist as of tl"e date of t(iis Agri
amended, modified or replaced from time'tcme.
Section 9.1.
(a) The Recipient does
z
note, frog the Authi
prfvrde a written plan
planfotqure, the Reci
9 - DEFAUL
by the Authority on forms
by the Authority, must allow the
ing the Project, to comply with all
vnt Data Practices Act, Minnesota
as such may subsequently be
It. AnyO,the following lan event of default under this Agreement:
of com)�with any other`rflvision of this Agreement or the Note after written
' y, and i*r aa,three-month period the Recipient does not cure that default or
Ge table to this Authority providing for that cure or, if the Authority accepts a
..'nt dps not cu� fhat default within the time period specified therein.
Section 9 Remedies. (a) If an Vent of default described in Section 9.1(a) of this Agreement occurs, the
Authority WHI Impose an rnfOrost penalty as provided in Minn. Rules Part 7830.0296, Subpart 1. The
Authority mane or more of the following remedies: (1) withhold approval of any
disbursement requesfi, (}reject any pending application by the Recipient for financial assistance, (3) to
the extent permitted bj:law, demand immediate payment of the Loan and the Note in full and, upon
such demand, the outstanding principal amount of the Loan and Note will be immediately due and
payable, with interest accrued thereon to the date of payment, or (4) exercise any other remedy
available to the Authority at law or in equity, including under Minnesota Rules, Chapter 7380, as
amended.
(b) If an event of default described in Section 9.1(b) of this Agreement occurs, the Authority will impose
an immediate. increase in the interest rate on the Loan by eliminating all interest rate discounts that
Lino Lakes_DWRF_01
Page 10 of 12
A-11
were applied in determining the interest rate under Minn. Rules Part 7380.0272. Tile Authority may also
exercise one or more of tile following remedies: (1) withhold approval of any disbursement request, (2)
demand repayment of any grant disbursements under this Agreement, (3) reject any pending application
by tile Recipient for financial assistance, (4) to the extent permitted by law, demand immediate payment
of the Loan and tile Note in full and, upon such demand, the outstanding principal amount of the Loan
and Note will be immediately due and payable, with interest accrued thereon to the date of payment,
or (5) exercise any other remedy available to the Authority at law or in equity, including under Minnesota
Rules, Chapter 7388,auamended. |fthe Authority subsequently | Recipient has cured
all events ofdefault, tile interest rate onany unpaid Loan principal will vwrtback tutile original
interest rate.
ARTICLE 1W-ADK8|N|
Section 10.1Amendments. Any amendments to be
executed by the Recipient by the same officials who
Section 10.2 Termination of Loan. The obligations
obligations set forth hmSection 2.1(c),(d)and (o)e
fully paid.
Section 18.3Fees. (a)Pursuant toMin
may charge application fees and loan r
(b) Application fee: The application fee is w�611 by
(c)Loan repayment me
percent ofany loan rel
period of-, payment.
Recipient
��4 hared�>�niUtormioate,the Loan in
subdivision 5(a),the Authority
may apply uptoJ
such fee will not increase the amount of any
Section 10.4 Notices. t' Wii Linder applicable law to be given in another
manner, any notices requilt"edhi-r-1 w
gjin errhu'tt': O,Iq- dting, and will be sufficient if delivered by courier
orovernight"d6lf rV-service by certified liiiiiiij'(return receipt requested), postage prepaid, tothe
addris§,"of-the pa-fty-10""whom if"li-Jdirected. That address must be the address specified below or a
di�ff6fofit address as rri'�,hk,�after'bi'ioecifiecl by either party by written notice to tile other:
lh,the case of the Ao*?, In tile case of the Recipient:
Mirriibsota Public Fa�flils Authority City of Lino Lakes
1st Nafl6fiblBan In 600 Town Center Parkway
Saint Paul, MN105-
UnuLakem_DVVRF_81 Page 11nf1Z
Recipient name: City nfLino Lakes
TheAuthorityand the Recipienthave caused thisAgreement to be duly executed by their duly authorized
undersigned ropnesantutiveu. Statutory Cities must execute this Agreement as provided in Minnesota
Statutes, Section 412.201, as amended. Home Rule Charter Cities must execute this Agreement au
provided |nMinnesota Statutes, Chapter 410,asamended.
RECIPIENT: VVehave read and mmagree k,all MINNESOTA PU8, P FACILITIESAWTHORITY:
ufthe above provisions ofthis Agreement.
Title Roberta Cobtti ��
Date
UnnLakes_DVVRF_O1
POdate '00/14/24
PO ID(s) B2401:3000004465-4466
Page 12of12
MN Public Facilities Authority
Exhibit A
Drinking Water State Revolving Fund
Loan Amortization Schedule
Lino Lakes_DWRF_01
MPFA-DWRF-L-023-FY25
15,996,190.00
Rate:
1.947%
Lino Lakes Manganese Treatment Plant
Date:
Type of Note: Tax Exempt
Maturity:
08120144
General Obligation
Revenue Note
final loan amount
15,996,190.00
Date
Effective Source Disbursement Repayment
Interest
Principal
Loan Balance
Anni Debt Sry
projected
10/22/24 Op Res 16,996,190.00
15,996,190.00
projected
11127/24
-7 "; ---__®____________®_________®__
,,_ ®__
15,996,190.00
projected
12/25124
THIS SCHEDULE IS MOTTO E USED 'I
15,996,190.O0
projected
0112912
15,996,190.00
projected
0212612
T . DETERMINE EXACT REPAYMERITS
QUE;;;
15,996,190.00
projected
0312512.
4:1NTIL THE LOAN IS FULLY DISBURSED
`'
15,996,190.00
projected
0412212
-=--==------------------------------------=-----
=
15,996,190.00
08120/25
606,997.93
257,807.93
349,190.00
15,647,000.00
606,997.93
02120/26
152,323.55
152,323.55
15,647,000.00
08/20/26
840,323.55
152,323.55
688,000.00
14,959,000.00
992,647.10
02/20/27
145,625.87
145,625.87
14,959,000,00
08/20127
847,625.87
145,625.87
702,000.00
14,257,000.00
993,251.74
02120/28
138,791.90
138.791.90
14,257,000.00
08/20/28
854,791.90
138,791.90
716,000.00
13,541,000.00
993,683,80
02/20/29
131,821,64
131,821.64
13,541,000.00
08/20/29
860,821.64
131,821.64
729,000.00
12,812,000.00
992,643.28
02120130
124,724.82
124,724.82
12,812,000.00
08/20/30
868,724.82
124,724.82
744,000.00
12,068,000.00
993,449.64
02/20/31
117,481.98
117,481.98
12,068,000.00
08/20131
875,481.98
117,481.98
758,000.00
11,310,000.00
992,963.96
02/20/32
110,102.85
110,102.85
11,310,000.00
08/20132
883,102.85
110,102-85
773,000.00
10,537,000,00
993,205.70
02/20/33
102,577.70
102,577.70
10,537,000.00
08120133
890,577.70
102,577.70
788,000.00
9,749,000.00
993,155.40
02/20134
94,906.52
94,906,52
9,749,OOHO
08120/34
897,906.52
94,906.52
803,000.00
8,946,000.00
992,813.04
02/20135
87,089.31
87,089.31
8,946,000.00
08120135
906,089.31
87,089.31
819,000.00
8,127,000.00
993,178.62
02120/36
79,116.35
79,116.35
8,127,000.00
08120/36
914,116.35
79,116.35
835,000.00
7,292,000.00
993,232.70
02/20137
70,987.62
70,987.62
7,292,000.00
08120137
921,987.62
70,987.62
851.000.00
6,441,000.00
992,975.24
0212013E
62,703.14
62,703.14
6,441,000.00
08/20138
930,703.14
62,703.14
868,000.00
5,573,000.00
993,406.28
02120/39
54,253.16
54,253.16
5,573,000.00
080139
939,253.16
54,253.16
885,000.00
4,688,000.00
993,506.32
02120/40
45,637.68
45,637.68
4,688,000.00
08/20/40
947,637.68
45,637.68
902,000.00
3,786,000.00
993,275.36
02120141
36,856.71
36,856.71
3,786,000.00
O8/20/41
955,856,71
36,856.71
919,000.00
2,867,000,00
992,713.42
02/20/42
27,910.25
27,91025
2,867,000.00
08/20/42
964,910.25
27,910.25
937,000.00
1,930,000.00
992,820.50
02/20143
18,788.65
18,788.55
1,930,000.00
08/20/43
974,788.55
18,788.55
956,000.00
974,000.00
993,577.10
02/20144
9.481.89
9,481.89
974,OOOA0
08120/44
983,481.89
9.481.89
974,000.00
992,963.78
totals
15,996,190.00 19,476,360.91
3,480,170.91
15,996,190.00
19,476,360.91
dw_Lino Lakes_01.xism 08116/24 page 1 of 1
A-14
EXHIBIT B
FORM OF NOTE
No. R-1 UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION WATER REVENUE NOTE
SERIES 2024
Date of Original Issue: 2024
$15,996,190
The City of Lino Lakes, a municipal corporation in Anoka County, Minnesota (the "City"),
certifies that it is indebted for value received and promises to pay to the Minnesota Public
Facilities Authority or registered assigns, the principal sum of $15,996,190, or so much thereof as
may have been disbursed on August 20 in the years and in the installments as follows:
Year
Installment
Year
Installment
2025
$349,190
2035
$819,000
2026
688,000
2036
835,000
2027
702,000
2037
851,000
2028
716,000
2038
868,000
2029
729,000
2039
885,000
2030
744,000
2040
902,000
2031
758,000
2041
919,000
2032
773,000
2042
937,000
2033
788,000
2043
956,000
2034
803,000
2044
974,000
and to pay interest on so much of the principal amount of the debt as may be disbursed from time
to time as provided in the Project Loan Agreement (as defined below) and remains unpaid, from
the date of this Note for disbursements made on or prior to that date or from the date of each
later disbursement until the principal amount hereof is paid or has been provided for, at the rate
of 1.947% per annum on each February 20 and August 20, commencing August 20, 2025.
Principal and Interest Payments. Interest accrues only on the aggregate amount of this
Note that has been disbursed under the Bond Purchase and Project Loan Agreement, dated
August 14, 2024 (the "Project Loan Agreement"), between the Minnesota Public Facilities
Authority (the "PFA") and the City. The principal installments will be paid in the amounts
scheduled above even if at the time of payment the full principal amount of this Note has not been
disbursed; provided that to the extent any principal amount of this Note is never disbursed, the
amount of the principal not disbursed is to be applied to reduce each unpaid principal installment
in the proportion that such installment bears to the total of all unpaid principal installments (i.e.,
the remaining principal payment schedule is to be reamortized to provide similarly level annual
installments of total debt service payments).
Interest on this Note includes amounts treated by the PFA as service fees. Principal,
interest and any premium due under this Note will be paid on each payment date by wire transfer
of immediately available funds, or by check or draft mailed at least five (5) business days prior to
the payment date to the person in whose name this Note is registered in any coin or currency of
the United States of America which at the time of payment is legal tender for public and private
debts.
Redemption. This Note is subject to optional or mandatory redemption and prepayment in
whole or in part as provided in the Project Loan Agreement. Any prepayments of this Note shall
be applied pursuant to Section 1.6 of the Project Loan Agreement,
Purpose; General Obligation, This Note has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter
475, as amended, and Section 444.075, as amended, for the purpose of providing money to
finance eligible project costs of the City's municipal water system, and is payable out of the Debt
Service Account of the Water Fund of the City, to which account have been pledged net revenues
of the City's municipal water system. This Note constitutes a general obligation of the City, and to
provide money for the prompt and full payment of said principal installments and interest when
the same become due, the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
Registration; Transfer. This Note must be registered in the name of the payee on the
books of the City by presenting this Note for registration to the Finance Director of the City, who
will endorse the City Administrator's name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto. Thereafter this Note may be
transferred to a bona fide purchaser only by delivery with an assignment duly executed by the
registered owner or owner's legal representative, and the City may treat the registered owner as
the person exclusively entitled to exercise all the rights and powers of an owner until this Note is
presented with such assignment for registration of transfer, accompanied by assurance of the
nature provided by law that the assignment is genuine and effective, and until such transfer is
registered on said books and noted hereon by the Finance Director.
Fees Upon Transfer or Loss. The Finance Director may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer of this Note
and any legal or unusual costs regarding transfers and lost notes.
Project Loan Agreement. The terms and conditions of the Project Loan Agreement are
incorporated herein by reference and made a part hereof. The Project Loan Agreement may be
attached to this Note and must be attached to this Note if the holder of this Note is any person
other than the PFA.
Tax -Exempt Obligation. The City intends that the interest on this Note will be excluded
from gross income for United States income tax purposes or from both gross income and taxable
net income for State of Minnesota income tax purposes.
Not a Qualified Tax -Exempt Obligation. This Note is not a "qualified tax-exempt obligation"
within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the
Constitution and laws of the State of Minnesota to be done, to happen and to be performed
precedent to and in the issuance of this Note, have been done, have happened and have been
performed in regular and due form, time and manner required by law; that the City has
covenanted and agreed with the holder of this Note that it will impose and collect charges for the
service, use and availability of and connection to its municipal water system at the times and in
amounts necessary to produce net revenues adequate to pay all principal and interest when due
on this Note; that the City will levy a direct, annual, irrepealable ad valorem tax upon all of the
taxable property in the City, without limitation as to rate or amount, if the net revenues from the
municipal water system and any other revenues irrevocably appropriated to the Debt Service
Account are insufficient therefor; and that this Note, together with all other debts of the City
outstanding on the date hereof, being the date of its actual issuance and delivery, does not exceed
any constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Lino Lakes, Anoka County, Minnesota, has caused this
Note to be executed with the manual or facsimile signatures of its Mayor and City Administrator,
both as of the nominal date of original issue specified above.
CITY OF LINO LAKES, MINNESOTA
By
Its Mayor
By
Its City Clerk
CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is the Note described above and has been registered as to the principal and interest in
the name of the Registered Owner identified below on the registration books of the Finance
Director of the City. The transfer of ownership of the principal amount of this Note may be made
only by the Registered Owner or by the Registered Owner's legal representative last noted below.
Signature of
Date of Registration Registered Owner Finance Director
Minnesota Public Facilities
Authority
Federal Employer I.D. No. 41-
6007162