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HomeMy WebLinkAbout2006-117 Council ResolutionExtract 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 in the City Hall in said City on Monday, July 24, 2006, commencing at 6:30 P.M. The following members were present: Reinert, Stoltz, O'Donnell,:Carlson, Mayor Bergeson and the following were absent: * ** * ** * ** 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 approximately $2,460,000 General Obligation Tax Abatement Bonds, Series 2006C. The City Administrator presented a tabulation of the proposals which had been received in the manner specified in the Terms of Proposal for the Bond. The proposals were as set forth in Exhibit A attached. After due consideration of the proposals, Member Reinert then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: • • • • RESOLUTION NO. 06-117 A RESOLUTION AWARDING THE SALE OF APPROXIMATELY $2,460,000 GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2006C; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County, Minnesota (the "City ") as follows: Section 1. Sale of Bond. 1.01. The proposal of (the "Purchaser ") to purchase $ General Obligation Tax Abatement Bond, Series 2006C (the "Bonds ") of the City described in the Terms of Proposal thereof is determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $ , plus accrued interest to date of delivery for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2011 2018 2012 2019 2013 2020 2014 2021 2015 2022 2016 2023 2017 True interest cost: 1.02. The sum of $ being the amount proposed by the Purchaser in excess of $ shall be credited to the Debt Service Fund hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the City. 1.03. The City will forthwith issue and sell the Bonds pursuant to the Acts in the total principal amount of $ , originally dated as of July 15, 2006, in the denomination of $5,000 or any integral multiple thereof, numbered No. R -1, bearing interest semiannually, as above set forth, and maturing serially on February 1 the years and amounts as follows: 2 • Year Amount Year Amount 2011 2018 2012 2019 2013 2020 2014 2021 2015 2022 2016 2023 2017 For the purposes of compliance with Minnesota Statutes, Section 475.54, subdivision 1, the City hereby combines the maturities of the Bonds with the maturities of the City's $5,550,000 Taxable General Obligation Improvement Bonds, Series 2005A, dated November 1, 2005. 1.04. Optional Redemption. The City may elect on February 1, 2017 and on any day thereafter to prepay the Bonds due on February 1, 2018. 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 8 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. 1.05. Extraordinary Redemption. The Bonds are subject to extraordinary redemption on any day in whole, but not in part, at a redemption price equal to par, plus accrued interest to the redemption date, upon conveyance, lease or transfer in other mode of the Project (as defined in Section 4.01 hereof) to an entity that is not a qualified 501(c)(3) entity under the Internal Revenue Code of 1987, as amended, or a unit of state or local government, in connection with foreclosure of the Mortgage, Security Agreement, Fixture Financing Agreement and Assignment of Leases and Rents, dated as of June 1, 2006 (the "Mortgage ") from YMCA of Greater Saint Paul, a Minnesota nonprofit corporation, its successors and assigns (the "YMCA ") for the benefit of Patriot Bank Minnesota (the "Lender "). 1.06. Term Bonds. To be completed if Term Bonds are requested by the Purchaser. 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 Bonds 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 Bonds will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment 3 • • • date, in which case the Bonds 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, 2007, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint, and will maintain, 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 the Bonds and the registration of transfers and exchanges of the Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bond. 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 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. 4 • • (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 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 the Bonds are called for redemption, notice thereof identifying the Bond to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of the 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 the Bond. The Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints , 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 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Finance Director must transmit to the Registrar monies 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 City Administrator and executed on behalf of the City by the signatures of the • Mayor and the City Administrator, provided that all signatures may be printed, engraved or 5 • 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 the Bonds, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, the Bonds 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 Bonds 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 City Administrator 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. No. R- Section 3. Form of Bond. 3.01. The Bonds will be printed or typewritten in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF LINO LAKES GENERAL OBLIGATION TAX ABATEMENT BOND, SERIES 2006C Date of Rate Maturity Original Issue February 1, 20_ July 15, 2006 Registered Owner: Cede & Co. CUSIP 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 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, payable February 1 and August 1 in each year, commencing February 1, 2007, 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 , Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating 6 • • • 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, 2017, and on any day thereafter to prepay the Bonds due on February 1, 2018. Redemption maybe 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 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. The Bonds are subject to extraordinary redemption on any day in whole, but not in part, at a redemption price equal to par, plus accrued interest to the redemption date, upon conveyance, lease or transfer in other mode of the Project financed by the Bonds to an entity that is not a qualified 501(c)(3) entity under the Internal Revenue Code of 1986, as amended, or a unit of state or local government, in connection with foreclosure of the Mortgage given by the YMCA to the Lender, all as such capitalized terms are defined in the Resolution (defined hereafter). This Bond is one of an issue in the aggregate principal amount of $ all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on July 24, 2006 (the "Resolution "), for the purpose of providing funds to finance the construction and operation of the Project described in the Resolution, pursuant to and in full conformity with the home rule charter and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 469.1812 to 469.1815. The principal hereof and interest hereon are payable from abatements collected from certain property in the City and from ad valorem taxes as set forth in the Resolution. 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency in abatements or taxes. The Bonds of this series are issued only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof of single maturities. 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. 7 • • • 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 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. The City Council has designated the Bonds 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. 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. Dated: CITY OF LINO LAKES, MINNESOTA (Facsimile) (Facsimile) City Administrator Mayor CERTIFICATE OF AUTHENTICATION This is the Bond delivered pursuant to the Resolution mentioned within. 8 • By Authorized Representative 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 UNIF GIFT MIN ACT Custodian (Cult) (Minor) TEN ENT -- as tenants under Uniform Gifts or by entireties Transfers to Minors JT TEN -- as joint tenants with right of survivorship and not as tenants in common Act (State) • Additional abbreviations may also be used though not in the above list. • ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. 9 • Signature Guaranteed: 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 3.02. The City Administrator is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be 10 • • • complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. (a) The Bonds are payable from the General Obligation Tax Abatement Bonds, Series 2006C Debt Service Fund (the "Debt Service Fund ") hereby created. The "Abatements" collected by the City from the "Abatement Parcels ", as such terms are defined in Resolution No. 06- 40 approved by the City Council on March 13, 2006 (the "Abatement Resolution "), are hereby pledged to the Debt Service Fund and amounts in this fund are irrevocably pledged to the Bonds. (b) The City Finance Director shall timely deposit in the Debt Service Fund the Abatements for the payment of principal and interest on the Bonds in accordance with the terms of the Abatement Resolution. If any payment of principal or interest on the Bonds shall become due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of the Abatements and Taxes (defined hereinafter) when collected. The Council covenants and agrees that it will each year levy an amount sufficient to take care of any accumulated or anticipated deficiency, which levy is not subject to any limitation as to rate or amount. There is appropriated to the Debt Service Fund (i) capitalized interest in the amount of $ from proceeds of the Bonds, (ii) any amount over the minimum purchase price paid by the Purchaser, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. (c) Proceeds of the Bonds in the amount of $ will be applied to pay costs of issuance of the Bonds. (d) Proceeds of the Bonds in the amount of $ will be deposited in a separate construction fund pursuant to a Disbursing Agreement dated June 1, 2006 (the "Disbursing Agreement) between the City, the YMCA, the Lender (as defined in Section 1.05 hereof), and Attorneys Title Guaranty Fund, as disbursing agent (the "Disbursing Agent "), together with proceeds of the City's $3,500,000 Revenue Note (YMCA Project) Series 2006C and $500,000 Revenue Note (YMCA Project) Series 2006B (together, the "Revenue Notes "), and together with certain funds provided by the YMCA. Proceeds of the Bonds so deposited will be disbursed for payment of costs of the Project (as defined in the Disbursing Agreement) in accordance with the terms of the Disbursing Agreement. Any balance of Bond proceeds remaining in the construction fund held by the Disbursing Agent after completion of the Project will be returned by the Disbursing Agent to the City, which amounts (if any) will be credited to the Debt Service Fund. 4.02. The City Administrator is directed to file a certified copy of this resolution with the Manager of Property Records and Taxation of Anoka County and to obtain the certificate required by Section 475.63 of the Act. 4.03. Pledge of Tax Levy. It is determined that the principal amount of the Bonds does not exceed the estimated sum of the Abatements for the years authorized under the Abatement Resolution. For the purpose of paying a portion of the interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax (Taxes) upon all of the taxable property in the City, 11 • • • which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. The taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts as follows (year stated being year of levy for collection the following year): Year Levy (See EXHIBIT B) Section 5. Authentication of Transcript. 5.01. 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. The Mayor, City Administrator and Finance Director are hereby 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. Section 6. Tax Covenant. 6.01. 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. 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. 6.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit it to be used, in such a manner as to cause the Bonds to be "private activity bonds" (other than qualified 501(c)(3) bonds) within the meaning of Sections 103 and 141 through 150 of the Code. 12 • • 6.04. 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 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 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 2006 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2006 have been designated for purposes of Section 265(b)(3) of the Code. 6.05. 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. Section 7. Book -Entry System; Limited Obligation of City. 7.01. 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 1.03 hereof. Upon initial issuance, the ownership of the Bonds will be registered in the registration books kept by the Bond 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, the outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC. 7.02. With respect to the Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond 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 the Bond 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 the Bonds, as shown by the registration books kept by the Bond 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 the Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond 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 Bond Registrar as the holder and absolute owner of such Bonds for the purpose of payment 13 • of principal, premium and interest with respect to such Bonds, 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 Bond 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 the Bonds, as shown in the registration books kept by the Bond 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 Bond 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 shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Bond 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 Bond Registrar and Paying Agent, respectively, to be complied with at all times. 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 a Bond certificate, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of a Bond certificate. In such event the City will issue, transfer and exchange a Bond certificate 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 Bond Registrar will authenticate a Bond certificate 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 the 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 Bonds and notices with respect to the Bonds will be made and given, respectively in the manner provided in DTC's Operational Arrangements as set forth in the Representation Letter. Section 9. Continuing Disclosure. 9.01. 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. 14 • • • 9.02. "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. Section 10. Defeasance. 10.01. When the Bonds and all interest thereon, has 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 the Bonds (or relevant portion thereof) which is 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 Bonds should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank) 15 • • The motion for the adoption of the foregoing resolution was duly seconded by Member Stoltz , and upon vote being taken thereon, the following voted in favor thereof: Reinert, Stoltz, O'Donnell, Carlson, Mayor Bergeson and the following voted against the same: whereupon said resolution was declared duly passed and adopted by the City of Lino Lakes this 24th day of July, 2006. Attest: Julianne Bartell, City Clerk John Bergeson, Mayor • • • EXHIBIT A PROPOSALS A -1 • • • * Year tax levy collected. 291514v2 SJB LN140 -92 EXHIBIT B TAX LEVY SCHEDULE YEAR * TAX LEVY 2007 $86,657 2008 66,148 2009 25,330 Springsted Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 5'5101 -2887 Tel: 651 -223 -3000 Fax: 651- 2234002 Email: advisors @springsted.com www.springsted.com $2,460,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES 2006C (BOOK ENTRY ONLY) AWARD: WELLS FARGO BROKERAGE SERVICES, LLC SALE: July 24, 2006 Moody's Rating: Aa3 Bidder Interest Rates Price Net Interest True Interest Cost Rate WELLS FARGO BROKERAGE 4.00% 2011 -2014 $2,448,930.00 $1,263,875.61 4.2754% SERVICES, LLC 4.10% 2015 -2016 • 4.25% 2017 -2021 4.30% 2022 -2023 HARRIS N.A. 4.15% 2011 -2019 $2,434,485.10 $1,267,765.71 4.3065% FTN Financial Capital Markets 4.20% 2020 -2021 Isaak Bond Investments, Inc. 4.25% 2022 -2023 The Bankers Bank CRONIN & COMPANY, INCORPORATED 4.00% 2011 -2014 $2,436,681.50 $1,277,220.29 4.3320% UBS FINANCIAL SERVICES INC. 4.05% 2015 CITIGROUP GLOBAL MARKETS, INC. 4.10% 2016 4.15% 2017 4.20% 2018 4.25% 2019 -2021 4.35% 2022 -2023 NORTH AMERICAN CAPITAL MARKETS 3.90% 2011 -2012 $2,432,940.00 $1,277,591.33 4.3376% NORTHLAND SECURITIES, INC. 4.00% 2013 -2014 BERNARDI SECURITIES, INCORPORATED 4.05% 2015 -2016 4.20% 2017 -2018 4.25% 2019 -2020 4.30% 2021 -2023 (Continued) Public Sector Advisors Bidder Interest Rates Price Net Interest Cost PIPER JAFFRAY COMPANIES GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. 4.00% 2011 4.05% 2012 4.10% 2013 4.125% 2014 4.15% 2015 4.20% 2016 4.25% 2017 4.30% 2018 4.35% 2019 4.375% 2020 4.40% 2021 -2022 4.45% 2023 $2,433,068.80 $1,310,850.59 4.375% 2011 -2019 $2,432,940.00 $1,326,742.92 4.40% 2020 -2023 True Interest Rate 4.4501%0 4.5103% REOFFERING SCHEDULE OF THE PURCHASER Rate 4.00% 4.00% 4.00% 4.00% 4.10% 4.10% 4.25% 4.25% 4.25% 4.25% 4.25% 4.30% 4.30% Year 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 * Subsequent to bid opening, the issue size was not changed. Yield 3.90% 3.90% 3.95% Par 4.05% Par 4.15% 4.18% 4.20% 4.23% Par 4.27% Par BBI: 4.59% Average Maturity: 12.036 Years $2,460,000 City of Lino Lakes, Minnesota General Obligation Tax Abatement Bonds Series 2006C Sources & Uses Dated 08/15/2006 I Delivered 08/23/2006 Sources Of Funds Par Amount of Bonds $2,460,000.00 Reoffering Premium 6,290.30 Accrued Interest from 08/15/2006 to 08/23/2006 2,298.22 Total Sources $2,468,588.52 Uses Of Funds Deposit to Project Construction Fund $2,350,000.00 Deposit to Capitalized Interest Fund 50,290.00 Costs of Issuance 32,650.00 Total Underwriter's Discount (0.706 %) 17,360.30 Deposit to Capitalized Interest Fund (Unused Discount) 15,990.00 Deposit to Debt Service Fund 2,298.22 Total Uses $2,468,588.52 2006A Tax Abatement Bonds 1 SINGLE PURPOSE 1 7/24/2006 1 1:55 PM Springsted • • • $2,460,000 City of Lino Lakes, Minnesota General Obligation Tax Abatement Bonds Series 2006C Debt Service Schedule Date Principal Coupon Interest Total P +I 02/01/2007 47,688.11 47,688.11 08/01/2007 51,710.00 51,710.00 02/01/2008 51,710.00 51,710.00 08/01/2008 51,710.00 51,710.00 02/01 /2009 51,710.00 51,710.00 08/01/2009 51,710.00 51,710.00 02/01/2010 51,710.00 51,710.00 08/01/2010 - - 51,710.00 51,710.00 02/01/2011 30, 000.00 4.000% 51,710.00 81,710.00 08/01/2011 - - 51,110.00 51,110.00 02/01/2012 85,000.00 4.000% 51,110.00 136,110.00 08/01/2012 - 49,410.00 49,410.00 02/01/2013 125,000.00 4.000% 49,410.00 174,410.00 08/01/2013 - 46,910.00 46,910.00 02/01/2014 140,000.00 4.000% 46,910.00 186,910.00 08/01/2014 - 44,110.00 44,110.00 02/01/2015 155,000.00 4.100% 44,110.00 199,110.00 08/01/2015 40,932.50 40,932.50 02/01/2016 170,000.00 4.100% 40,932.50 210,932.50 08/01/2016 37,447.50 37,447.50 02/01/2017 190,000.00 4.250% 37,447.50 227,447.50 08/01/2017 33,410.00 33,410.00 02/01/2018 205,000.00 4.250% 33,410.00 238,410.00 08/01/2018 29,053.75 29,053.75 02/01/2019 225,000.00 4.250% 29,053.75 254,053.75 08/01/2019 24,272.50 24,272.50 02/01/2020 250,000.00 4.250% 24,272.50 274,272.50 08/01/2020 18,960.00 18,960.00 02/01 /2021 270,000.00 4.250% 18,960.00 288,960.00 08/01/2021 13,222.50 13,222.50 02/01/2022 295,000.00 4.300% 13,222.50 308,222.50 08/01/2022 6,880.00 6,880.00 02/01/2023 320,000.00 4.300% 6,880.00 326,880.00 Total $2,460,000.00 $1,252,805.61 $3,712,805.61 Yield Statistics Accrued Interest from 08/15/2006 to 08/23/2006 2,298.22 Bond Year Dollars $29,609.33 Average Life 12.036 Years Average Coupon 4.2311173% Net Interest Cost (NIC) 4.2685041% True Interest Cost (TIC) 4.2754303% Bond Yield for Arbitrage Purposes 4.1987364% All Inclusive Cost (AIC) 4.4216473% IRS Form 8038 Net Interest Cost 4.2001687% Weighted Average Maturity 12.011 Years 2006A Tax Abatement Bonds 1 SINGLE PURPOSE 1 7/24/2006 1 3:58 PM Springsted • • • $2,460,000 City of Lino Lakes, Minnesota General Obligation Tax Abatement Bonds Series 2006C Net Debt Service Schedule Date Principal Coupon Interest Total P +I CIF Net New D/S 02/01/2007 47,688.11 47,688.11 (31,698.11) 15,990.00 08/01/2007 51,710.00 51,710.00 (20,890.11) 30,819.89 02/01 /2008 51,710.00 51,710.00 51,710.00 08/01/2008 51,710.00 51,710.00 51,710.00 02/01/2009 51,710.00 51,710.00 51,710.00 08/01/2009 51,710.00 51,710.00 51,710.00 02/01 /2010 51,710.00 51,710.00 51,710.00 08/01 /2010 - - 51,710.00 51,710.00 51,710.00 02/01 /2011 30,000.00 4.000% 51,710.00 81,710.00 81,710.00 08/01/2011 - 51,110.00 51,110.00 51,110.00 02/01/2012 85,000.00 4.000% 51,110.00 136,110.00 136,110.00 08/01/2012 49,410.00 49,410.00 49,410.00 02/01/2013 125,000.00 4.000% 49,410.00 174,410.00 174,410.00 08/01/2013 46,910.00 46,910.00 46,910.00 02/01/2014 140,000.00 4.000% 46,910.00 186,910.00 186,910.00 08/01/2014 44,110.00 44,110.00 44,110.00 02/01/2015 155,000.00 4.100% 44,110.00 199,110.00 199,110.00 08/01/2015 40,932.50 40,932.50 40,932.50 02/01/2016 170,000.00 4.100% 40,932.50 210,932.50 210,932.50 08/01/2016 37,447.50 37,447.50 37,447.50 02/01/2017 190,000.00 4.250% 37,447.50 227,447.50 227,447.50 08/01/2017 33,410.00 33,410.00 33,410.00 02/01/2018 205,000.00 4.250% 33,410.00 238,410.00 238,410.00 08/01/2018 29,053.75 29,053.75 29,053.75 02/01/2019 225,000.00 4.250% 29,053.75 254,053.75 254,053.75 08/01/2019 24,272.50 24,272.50 24,272.50 02/01/2020 250,000.00 4.250% 24,272.50 274,272.50 274,272.50 08/01/2020 18,960.00 18,960.00 18,960.00 02/01/2021 270,000.00 4.250% 18,960.00 288,960.00 288,960.00 08/01/2021 13,222.50 13,222.50 13,222.50 02/01/2022 295,000.00 4.300% 13,222.50 308,222.50 308,222.50 08/01/2022 6,880.00 6,880.00 6,880.00 02/01/2023 320,000.00 4.300% 6,880.00 326,880.00 326,880.00 Total $2,460,000.00 $1,252,805.61 $3,712,805.61 (52,588.22) $3,660,217.39 * Unused discount of $15,990.00 will be placed in the capitalized interest fund to make the February 1, 2007 payment. 2006A Tax Abatement Bonds 1 SINGLE PURPOSE 1 7/24/2006 1 1:55 PM Springsted • • • $2,460,000 City of Lino Lakes, Minnesota General Obligation Tax Abatement Bonds Series 2006C Post -Sale Tax Levies Date Principal Coupon Interest Total P+I Cap. Interest 105% Overlevy Tax Abatement Levy Amount Levy Year Revenue 02/01/2007 47,688.11 47,688.11 (47,688.11) - 2005 02/01/2008 103,420.00 103,420.00 (20,890.11) 86,656.38 86,656.38 2006 02/01/2009 103,420.00 103,420.00 108,591.00 42,443.00 66,148.00 2007 02/01/2010 - 103,420.00 103,420.00 108,591.00 83,261.00 25,330.00 2008 02/01/2011 30,000.00 4.000% 103,420.00 133,420.00 140,091.00 169,648.00 2009 02/01/2012 85,000.00 4.000% 102,220.00 187,220.00 196,581.00 228,048.00 2010 02/01/2013 125,000.00 4.000% 98,820.00 223,820.00 235,011.00 267,705.00 2011 02/01/2014 140,000.00 4.000% 93,820.00 233,820.00 245,511.00 277,082.00 2012 02/01/2015 155,000.00 4.100% 88,220.00 243,220.00 255,381.00 286,787.00 2013 02/01/2016 170,000.00 4.100% 81,865.00 251,865.00 264,458.25 296,831.00 2014 02/01/2017 190,000.00 4.250% 74,895.00 264,895.00 278,139.75 307,228.00 2015 02/01/2018 205,000.00 4.250% 66,820.00 271,820.00 285,411.00 317,988.00 2016 02/01 /2019 225,000.00 4.250% 58,107.50 283,107.50 297,262.88 329,125.00 2017 02/01/2020 250,000.00 4.250% 48,545.00 298,545.00 313,472.25 340,652.00 2018 02/01/2021 270,000.00 4.250% 37,920.00 307,920.00 323,316.00 352,582.00 2019 02/01/2022 295,000.00 4.300% 26,445.00 321,445.00 337,517.25 364,929.00 2020 02/01/2023 320,000.00 4.300% 13,760.00 333,760.00 350,448.00 377,709.00 2021 Total $2,460,000.00 - $1,252,805.61 $3,712,805.61 (68,578.22) $3,826,438.76 $4,042,018.00 Capitalized interest includes accrued interest of $2,298.22 and unused discount of $15,990.00. 2006A Tax Abatement Bonds 1 SINGLE PURPOSE 1 7/24/2006 1 1:55 PM Springsted