HomeMy WebLinkAbout2006-175 Council Resolutioni
Extract of Minutes of Meeting
of the City Council of the City of
Lino Lakes, Anoka County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Lino Lakes, Anoka, was duly held in the City Hall in said City on Monday, October 23, 2006,
commencing at 6:30 P.M.
The following members were present:
Carlson, O'Donnell, Reinert, Stoltz, 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 $3,025,000 General
Obligation Capital Improvement Plan Refunding Bonds, Series 2006E.
The City Administrator presented a tabulation of the proposals which had been received
in the manner specified in the Terms of Proposal of the Bonds. The proposals were as set forth
in Exhibit A attached.
After due consideration of the proposals, Member Carlson then
introduced the following written resolution, the reading of which was dispensed with by
unanimous consent, and moved its adoption:
In accordance with the official Terms of Proposal the following adjustments were made:
Principal Amount: $2,990,000
Maturities: 2010 $80,000; 2011 $305,000; 2012 $320,000; 2013 $355,000;
2014 $360,000; 2015 $360,000; 2016 $380,000; 2017 and 2018 did not change
Minimum Purchase Price: $2,961,595
RESOLUTION NO. 06 -175
A RESOLUTION AWARDING THE SALE OF $2,990,000 GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2006E;
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 Bonds.
1.01. The proposal of Citigroup Global Markets Inc. (the "Purchaser ") to purchase
$2,990,000 General Obligation Capital Improvement Plan Refunding Bonds, Series 2006E
(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
$2,990,450.50 plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2010 4.00% 2015 4.00%
2011 4.00 2016 4.00
2012 4.00 2017 4.00
2013 4.00 2018 4.00
2014 4.00
True interest cost: 3.9984%
1.02. The sum of $28,855.50 being the amount proposed by the Purchaser in excess of
$2,961,595 is credited to the Debt Service Fund hereinafter created, or credited to the Escrow
Account hereinafter created, as determined by the City's financial advisor. The City Finance
Director is directed to deposit 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.
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1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (the "Act ") in the total principal amount of $2,990,000, originally dated November
1, 2006, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1,
upward, bearing interest as above set forth, and which mature serially on February 1 in the years
and amounts as follows:
Year Amount Year Amount
2010 $80,000 2015 $360,000
2011 305,000 2016 380,000
2012 320,000 2017 405,000
2013 355,000 2018 425,000
2014 360,000
For 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 $3,755,000 General
Obligation Improvement Refunding Bonds, Series 2005B.
1.04. Optional Redemption. The City may elect on February 1, 2016, and on any day
thereafter to prepay Bonds due on or after February 1, 2017. 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.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing February 1,
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 Bonds
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and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until that
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or
lost, upon the payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing
with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or
lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate
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bond or indemnity in form, substance and amount satisfactory to it and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond
has already matured or been called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided
that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator
are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 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
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 any Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be
valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been so prepared, executed and authenticated, the
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.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN
REFUNDING BOND, SERIES 2006E
Date of
Rate Maturity Original Issue
February 1, 20_ November 1, 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 U.S. Bank
National Association, St. Paul, Minnesota, as Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due, the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2016, and on any day thereafter to prepay Bonds due
on or after February 1, 2017. 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 Depository Trust Company ( "DTC ") of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
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participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $ 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 October 23, 2006
(the "Resolution "), for the purpose of providing money to prepay a portion of an outstanding
lease - purchase agreement between the City and the Lino Lakes Economic Development
Authority (the "Authority ") and to refund the outstanding principal amount of certain revenue
bonds of the Authority secured by such lease payments, pursuant to and in full conformity with
the home rule charter of the City and the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 475.521 and 475.67, and the principal hereof and interest
hereon are payable primarily from ad valorem taxes, as set forth in the Resolution to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event
of any deficiency in taxes pledged, which additional taxes may be levied without limitation as to
rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
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 Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the 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 Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Bond in order to make it a valid and binding general obligation of the City
in accordance with its terms, have been done, do exist, have happened and have been performed
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
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 one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
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
TEN ENT -- as tenants
by entireties
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts or
Transfers to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
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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.
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 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.
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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 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 Capital Improvement
Plan Refunding Bonds, Series 2006E Debt Service Fund (the "Debt Service Fund ") hereby
created, and the proceeds of ad valorem taxes hereinafter levied (the "Taxes ") are hereby pledged
to the Debt Service Fund.
(b) There is also hereby appropriated to the Debt Service Fund (i) any amount over
the minimum purchase price of the Bonds paid by the Purchaser, to the extent not deposited in
the Escrow Account under Section 5.03; (ii) the accrued interest paid by the Purchaser upon
closing and delivery of the Bonds; and (iii) $20,943.03, representing the amount necessary to pay
interest due on the Bonds on February 1, 2007.
(c) If a payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund to pay the same, the City Finance Director will pay
such principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of the Taxes levied by this resolution when
collected.
4.02. There is also hereby created an Escrow Account (the "Escrow Account ") maintained
with U.S. Bank National Association in St. Paul, Minnesota, which is a suitable financial institution
within the State, whose deposits are insured by the Federal Deposit Insurance Corporation, whose
combined capital and surplus is not less than $500,000 and said financial institution is hereby
designated escrow agent (the "Escrow Agent ") for the Escrow Account. Proceeds of the Bonds in
the amount set forth in Section 5.03 hereof are hereby irrevocably pledged and appropriated to the
Escrow Account, together with all investment earnings thereon. The Escrow Account will be
invested in securities maturing or callable at the option of the holder on such dates and bearing
interest at such rates as will be required to provide sufficient funds, together with any cash or other
funds retained in the Escrow Account, to pay when due on the Redemption Date (as defined in
Section 5.01 hereof) the principal amount of and accrued interest on each of the Refunded Bonds
then outstanding. The Escrow Account will be irrevocably appropriated to the payment of the
principal of and interest on the Bonds until the proceeds of the Bonds therein are applied to
prepayment of the Refunded Bonds. The moneys in the Escrow Account will be used solely for the
purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account
may be remitted to the City, all in accordance with the Escrow Agreement (hereafter defined) by
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and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of
the Escrow Agreement will be deposited in the Debt Service Fund.
4.03. For the purpose of paying the principal of and interest on the Bonds, there is
hereby levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the
City, which will be spread upon the tax rolls and collected with and as part of other general taxes
of the City. Such tax 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)
4.04. The City Clerk 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.
4.05. It is hereby determined that the estimated collection of the foregoing Taxes will
produce at least five percent in excess of the amount needed to meet when due, the principal and
interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the
Bonds are paid, provided that the City Administrator may annually, at the time the City makes its
tax levies, certify to the Manager of Property Records and Taxation the amount available in the
Debt Service Fund to pay principal and interest due during the ensuing year, and the Manager of
Property Records and Taxation will thereupon reduce the levy collectible during such year by the
amount so certified.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the $5,350,000 Lino Lakes Economic Development
Authority Lease Revenue Bonds, Series 1998A (City of Lino Lakes, Minnesota Lease
Obligation), dated August 1, 1998, issued by the Lino Lakes Economic Development Authority
(the "Authority ") pursuant to the Trust Indenture between the Authority and U.S. Bank Trust
National Association (the "Trustee ") dated August 1, 1998 (the "Indenture ") and secured by the
Lease - Purchase Agreement between the Authority and City dated August 1, 1998 (the "Lease ").
Of the original principal amount of the Refunded Bonds, $4,210,000 in principal amount is
outstanding and callable on any date. The City has determined to prepay a portion of the lease
payments due under the Lease, in an amount necessary to redeem, on December 1, 2006 (the
"Redemption Date "): (a) the 2013 through 2019 maturities of the Refunded Bonds, and (b) a
portion of the Term Bonds maturing on February 1, 2011, such portion being equal to the
mandatory sinking fund installment due on February 1 2011 ($290,000) and $55,000 of the
mandatory sinking fund installment due on February 1, 2010; the aggregate principal amount of
Refunded Bonds to be redeemed being $3,345,000 (the "Refunded Principal"). It is hereby
found and determined that based upon information presently available from the City's financial
advisers, the issuance of the Bonds is consistent with covenants made with the holders thereof
and is necessary and desirable for the reduction of debt service cost to the municipality.
5.02. On or prior to the delivery of the Refunding Bonds, the Mayor and the City
Administrator are hereby authorized and directed to execute on behalf of the City a Partial
Refunding Escrow Agreement (the "Escrow Agreement ") with the Escrow Agent in substantially
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the form now on file with the City Clerk. All essential terms and conditions of the Escrow
Agreement including payment by the City of reasonable charges for the services of the Escrow
Agent, are hereby approved and adopted and made a part of this resolution, and the City covenants
that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow
Agent.
5.03. As of the date of delivery of and payment for the Bonds, the following funds are
hereby pledged and appropriated and will be deposited in the Escrow Account:
(a) $2,921,486.99 from proceeds of the Bonds;
(b) $26,542.97 representing all or a portion of the purchase price paid by the Purchaser in
excess of the minimum bid;
(c) $396,636.71, transferred from the Reserve Fund for the Refunded Bonds under the
Indenture, representing the portion of the Reserve Requirement under the Indenture that is released
by reason of redemption of the Refunded Principal of the Refunded Bonds; and
(d) $58,825.00 of available City funds.
5.04. It is hereby found and determined that proceeds of the Bonds available and
appropriated to the Escrow Account will be sufficient, together with the permitted earnings on the
investment of the Escrow Account without reinvestment, to pay at maturity or redemption all of the
principal of, interest on and redemption premium (if any) on the Refunded Principal of the
Refunded Bonds.
5.05. Securities purchased from the monies in the Escrow Account will be limited to
securities specified in Section 10.01 of the Indenture for the Refunded Bonds. Springsted
Incorporated, as agent for the City, is hereby authorized and directed to purchase for and on behalf
of the City and in its name, appropriate securities to fund the Escrow Account. Upon the issuance
and delivery of the Bonds, the securities so purchased will be deposited with the Escrow Agent and
held pursuant to the terms of the Escrow Agreement and the Resolution.
5.06. The Refunded Principal of the Refunded Bonds (representing the maturities and
sinking fund installments described in Section 5.01 hereof) will be redeemed and prepaid on the
Redemption Date. The Refunded Principal will be redeemed and prepaid in accordance with the
terms of the Refunded Bonds and the Indenture and in accordance with the terms and conditions
set forth in the form of Notice of Call for Redemption attached hereto as Exhibit C which terms
and conditions are hereby approved and incorporated herein by reference. The Trustee for the
Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each
registered holder of the Refunded Principal of the Refunded Bonds.
5.07. The Mayor and City Administrator are authorized to execute a First Amendment
to Lease - Purchase Agreement in substantially the form on file with the City Clerk, which
amendment modified the lease payments payable by the City to reflect the partial redemption of
the Refunded Bonds.
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Section 6. Authentication of Transcript.
6.01. 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.
6.02. 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 7. Tax Covenant.
7.01. 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.
7.02. 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 and 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.
7.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. 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.
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Section 8. Book -Entry System; Limited Obligation of City.
8.01. 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 each Bond will be registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns ( "DTC "). Except as provided in this section, all
of the outstanding Bonds will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of DTC.
8.02. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions
from time to time for which DTC holds Bonds as securities depository (the "Participants ") or to
any other person on behalf of which a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any Participant or any other person (other than a registered owner of Bonds, as shown
by the registration books kept by the Registrar), of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any Participant or any other person,
other than a registered owner of Bonds, of any amount with respect to principal of, premium, if
any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and
consider the person in whose name each Bond is registered in the registration books kept by the
Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal,
premium and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Administrator of a written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will
refer to such new nominee of DTC; and upon receipt of such a notice, the City Administrator will
promptly deliver a copy of the same to the Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter ") which will govern
payment of principal of, premium, if any, and interest on the Bonds and notices with respect to
the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to
the Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied
with at all times.
8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
14
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event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements as set forth in the Representation Letter.
Section 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 will not
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.
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 all Bonds and all interest thereon, have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds
will cease, except that the pledge of the full faith and credit of the City for the prompt and full
payment of the principal of and interest on the Bonds will remain in full force and effect. The City
may discharge all Bonds which are due on any date by depositing with the Registrar on or before
that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due,
it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment
thereof in full with interest accrued to the date of such deposit.
i
e Bartell, •ity -r
Adopted by the Lino Lakes City Council this 23rd day of October, 2006.
The motion for the adoption of the foregoing resolution was duly seconded by
Council Membero'Donnelland upon vote being taken thereon, the following
voted in favor thereof:
Carlson, O'Donnell, Reinert, Stoltz, Bergeson
The following voted against same:
Whereupon said resolution was declared duly passed and adopted.
i
a
EXHIBIT A
PROPOSALS
EXHIBIT B
TAX LEVY SCHEDULE
YEAR * TAX LEVY
* Year tax levy collected.
299406v2 SJB LN140 -96
2007 $125,580
2008 125,580
2009 209,580
2010 442,470
2011 445,410
2012 468,720
2013 459,060
2014 443,940
2015 449,820
2016 460,110
2017 464,100
B -1
EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
$5,350,000
LINO LAKES ECONOMIC DEVELOPMENT AUHTORITY
LEASE REVENUE BONDS, SERIES 1998A
(CITY OF LINO LAKES, MINNESOTA LEASE OBLIGATION)
ANOKA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Lino
Lakes, Anoka County, Minnesota, there have been called for redemption and prepayment on
DECEMBER 1, 2006
a portion of the outstanding bonds issued by the Lino Lakes Economic Development Authority
designated as Lino Lakes Economic Development Authority Lease Revenue Bonds, Series
1998A (City of Lino Lakes, Minnesota Lease Obligation), dated August 1, 1998 (the "Series
1998A Bonds "). The Series 1998A Bonds to be redeemed are (a) those having stated maturity
dates of February 1 in the years 2013 through 2019, both inclusive, and (b) a portion of the Term
Bonds having a stated maturity date of February 1, 2011, such portion being equal to the
mandatory sinking fund installment due on February 1 2011 ($290,000) and $55,000 of the
mandatory sinking fund installment due on February 1, 2010; the aggregate principal amount of
Series 1998A Bonds to be redeemed being $3,345,000 (the "Refunded Principal "), with the
following CUSIP numbers:
Year of Maturity Amount
2011 345,000
2013 630,000
2016 1,080,000
2019 1,290,000
CUSIP Number
The Refunded Principal of Series 1998A Bonds are being called at a price of par plus accrued
interest to December 1, 2006, on which date all interest on said bonds will cease to accrue.
Holders of the bonds hereby called for redemption are requested to present their bonds for
payment at the main office of U.S. Bank National Association, in the City of St. Paul, Minnesota,
on or before December 1, 2006.
299406v2 SJB LN140 -96
C -1
If by mail:
U.S. Bank National Association
Corporate Trust Operations
60 Livingston Avenue
EP- MN -WS3C
St. Paul, MN 55107
If by hand:
U.S. Bank National Association
60 Livingston Avenue
3rd Floor — Bond Drop Window
St. Paul, MN 55107
Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act
of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate
in effect at the time the payment by the redeeming institutions if they are not provided with your
social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank or other
financial institution.
The Trustee will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any
Bond. It is included solely for convenience of the Holders.
Additional information may be obtained from:
Dated: October 23, 2006.
299406v2 SJB LN140 -96
U.S. Bank National Association
Corporate Trust Division
Bondholder Relations (800) 934 -6802
BY ORDER OF THE CITY COUNCIL
By /s/ Julianne Bartell
City Clerk
City of Lino Lakes, Minnesota
C -2
1
AWARD:
SALE:
Springsted
Springsted Incorporated
380 Jackson Street, Suite 300
Saint Paul, MN 55101 -2887
Tel: 651 - 223 -3000
Fax: 651 - 223 -3002
Email: advisors @springsted.com
www.springsted.com
$3,025,000*
CITY OF LINO LAKES, MINNESOTA
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNIDNG BONDS, SERIES 2006E
(BOOK ENTRY ONLY)
CITIGROUP GLOBAL MARKETS, INC.
UBS SECURITIES LLC
CRONIN & COMPANY, INCORPORATED
WACHOVIA SECURITIES
October 23, 2006
Moody's Rating: Aa3
Bidder
IIIITIGROUP GLOBAL MARKETS, INC. 4.00% 2010 -2018
UBS SECURITIES LLC
CRONIN & COMPANY, INCORPORATED
WACHOVIA SECURITIES
Interest
Rates
Price
Net Interest
Cost
True Interest
Rate
PIPER JAFFRAY COMPANIES 4.00% 2010 -2018
Wells Fargo Brokerage Services, LLC
$3,025,615.80
$946,434.20
$3,014,470.85 $957,579.15
3.9976%
4.0537%
REOFFERING SCHEDULE OF THE PURCHASER
Rate
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
•
Year Yield
2010
2011
2012
2013
2014
2015
2016
2017
2018
3.58%
3.60%
3.65%
3.70%
3.75%
3.85%
Par
4.05%
4.10%
* Subsequent to bid opening, the issue size decreased from $3,025,000 to $2,990,000.
BBI: 4.33%
Average Maturity: 7.827 Years
Public Sector Advisors