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HomeMy WebLinkAbout2006-176 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, Anoka County, 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 $1,745,000 General Obligation Water Revenue Refunding Bonds, Series 2006F. 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 Reinert then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 299374v2 SJB LN140 -97 In accordance with the official Terms of Proposal the following adjustments were made: Principal Amount: $1,740,000 Maturities: 2008 reduced to $210,000 Minimum Purchase Price: $1,730,865 RESOLUTION NO. 06 -176 A RESOLUTION AWARDING THE SALE OF $1,740,000 GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 2006F; 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 Wells Fargo Brokerage Services, LLC (the "Purchaser ") to purchase $1,740,000 General Obligation Water Revenue Refunding Bonds, Series 2006F (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 $1,735,998.00 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2008 3.55% 2011 2009 3.55 2012 2010 3.60 True interest cost: 3.6671% 3.60% 3.625 1.02. The sum of $5,133.00 being the amount proposed by the Purchaser in excess of $1,730,865 is credited to the Debt Service Fund hereinafter created, or applied to redemption of the Refunded Bonds (as defined hereinafter), 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. 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 $1,740,000, originally dated November 1, 2006, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R -1, 299374v2 SJB LN140 -97 2 i upward, bearing interest as above set forth, and which mature serially on February 1 without option of prior payment in the years and amounts as follows: Year Amount Year Amount 2008 $210,000 2011 $390,000 2009 360,000 2012 405,000 2010 375,000 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 August 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 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 299374v2 SJB LN140 -97 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 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 299374v2 SJB LN 140 -97 4 i 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. 299374v2 SJB LN140 -97 5 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 WATER REVENUE REFUNDING BOND, SERIES 2006F 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 without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 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 Bonds of which this Bond forms a part are deemed and designated 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 one of an issue in the aggregate principal amount of $ all of like original issue date and tenor, except as to number, maturity date 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 refund the outstanding principal amount of certain general obligation bonds of the City, pursuant to and in full conformity with the home rule charter of the 299374v2 SJB LNI40 -97 6 i 1 s City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 475.67 and the principal hereof and interest hereon are payable primarily from net revenues of the water utility system of the City in a special debt service fund of the City 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 ad valorem taxes on all taxable property in the City in the event of any deficiency in net water utility revenues pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has covenanted and agreed that it will continue to own and operate the water utility system free from competition by other like utilities; that adequate insurance on said plant and system and suitable fidelity bonds on employees will be carried; that proper and adequate books of account will be kept showing all receipts and disbursements relating to the Water Fund, into which it will pay all of the gross revenues from the water utility system; that it will also create and maintain a General Obligation Water Revenue Refunding Bonds, Series 2006F Debt Service Fund, into which it will pay, out of the net revenues from the water utility system a sum sufficient to pay principal hereof and interest hereon when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net water utility system revenues. 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. 299374v2 SJB LN140 -97 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 299374v2 SJB LN140 -97 8 i a i 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 (Cult) (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. 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. 299374v2 SJB LN140 -97 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. Date of Registration 299374v2 SJB LN140 -97 Signature of Registered Owner Officer of Registrar Cede & Co. Federal ID #13- 2555119 10 1 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. The City will create and continue to operate its Water Fund to which will be credited all gross revenues of the water utility system and out of which will be paid all normal and reasonable expenses of current operations of the water utility system. Any balance therein will be deemed net revenues and will be transferred from time to time, to a General Obligation Water Revenue Refunding Bonds, Series 2006F Debt Service Fund (the "Debt Service Fund ") hereby created in the Water Fund, which fund will be used only to pay principal of and interest on the Bonds and any other bonds similarly authorized. The Water Fund Accounts established in the resolution awarding the sale of the Refunded Bonds (as defined in Section 5.01) are continued and will be maintained as therein provided. These accounts are the Operations Account, the Sinking Fund Account, the Construction Account and the Surplus Account. There will always be retained in the Debt Service Fund a sufficient amount to pay principal of and interest on all the Bonds, and the City Administrator will report any current or anticipated deficiency in the Debt Service Fund to the City Council. After payment of the principal and interest when due on the February 1, 2007 maturity of the Refunded Bonds, the debt service fund for the Refunded Bonds is terminated, and all monies therein are hereby transferred to the Debt Service Fund herein created. 4.02. It is determined that estimated collection of net revenues of the water utility system for the payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 4.03. 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. 4.04. It is hereby determined that upon the receipt of proceeds of the Bonds (the "Proceeds ") for payment of the Refunded Bonds that an irrevocable appropriation to the debt service fund for the Refunded Bonds will have been made within the meaning of Section 475.61, subdivision 3 of the Act and the City Administrator is hereby authorized and directed to certify such fact to and request the Manager of Property Records and Taxation of Anoka County to cancel any and all tax levies made by the resolution authorizing and approving the Refunded Bonds. 4.05. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the water utility system as public utilities and conveniences free from competition of other like utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the 299374v2 SJB LNI40 -97 11 water utility system accounts as hereinabove provided, and will make no expenditures from said accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Debt Service Fund as a separate account in the Water Fund and will cause money to be credited thereto from time to time, out of net revenues from the water utility system in sums sufficient to pay principal of and interest on the Bonds when due. (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the water utility system and which will be open to inspection and copying by any bondholder, the bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause all persons handling revenues of the water utility system to be bonded in reasonable amounts for the protection of the City and the bondholders and will cause the funds collected on account of the operations of the water utility system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The Council will keep the water utility system insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. (0 The City and each and all of its officers will punctually perform all duties with reference to the water utility system as required by the laws of the State of Minnesota. (g) The City will impose and collect charges of the nature authorized by Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce, net revenues adequate to pay all principal and interest when due on the Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City when required to meet any deficiency in net revenues pledged for payment of the Bonds. 299374v2 SJB LN140 -97 12 i 1 Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. The Refunded Bonds are the General Obligation Water Revenue Bonds, Series 1996B of the City, dated October 1, 1996, of which $1,710,000 in principal amount is callable on February 1, 2007. 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. It is hereby found and determined that the Proceeds will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. 5.03. The Refunded Bonds maturing on February 1, 2008 and thereafter will be redeemed and prepaid on February 1, 2007. The Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as Exhibit B which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered holder of the Refunded Bonds. 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 fmancial 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. 299374v2 SJB LN140 -97 13 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 Bonds are deemed to be "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Code, because the City determines that: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the Refunded Bonds were qualified tax- exempt obligations; (c) the Bonds are not taken into account in determining the status of the City as a "qualified small issuer" within the meaning of Section 265(b)(3) of the Code, because the amount of the Bonds does not exceed the outstanding amount of the Refunded Bonds; (d) the average maturity date of the Bonds is not later than the average maturity date of the Refunded Bonds; and (e) the Bonds have a maturity date which is not later than the date which is 30 years after the date the Refunded Bonds were issued. 7.05. 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 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 299374v2 SJB LNI40 -97 14 i 1 j i 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 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. 299374v2 SJB LN140 -97 15 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. 299374v2 SJB LN140 -97 (The remainder of this page is intentionally left blank.) 16 s i i nne Bartell, •ity Ierk B es6n, Mayor 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 Member Stolz and upon vote being taken thereon, the following voted in favor thereof: Reinert, Stoltz, O'Donnell, Carlson, Bergeson The following voted against same: Whereupon said resolution was declared duly passed and adopted. i s 299374v2 SJB LN140 -97 EXHIBIT A PROPOSALS 4 EXHIBIT B NOTICE OF CALL FOR REDEMPTION $3,320,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1996B CITY OF L1NO LAKES 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 FEBRUARY 1, 2007 all outstanding bonds of the City designated as General Obligation Water Revenue Bonds, Series 1996B, dated October 1, 1996, having stated maturity dates of February 1 in the years 2008 through 2012, both inclusive, totaling $1,710,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2008 $210,000 536060 DV5 2009 345,000 536060 DW3 2010 365,000 536060 DX1 2011 385,000 536060 DY9 2012 405,000 536060 DZ6 The bonds are being called at a price of par plus accrued interest to February 1, 2007, 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 Wells Fargo Bank, National Association, in the City of Minneapolis, Minnesota (successor by merger to Norwest Bank Minnesota, National Association), on or before February 1, 2007, at the following address: 299374v2 SJB LN140 -97 Wells Fargo Bank, National Association Attention: Corporate Trust Operations 255 Second Avenue South Minneapolis, MN 55479 -0113 B -1 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. Dated: October 23, 2006. 299374v2 SJB LN140 -97 BY ORDER OF THE CITY COUNCIL By /s/ Julie Bartell City Clerk City of Lino Lakes, Minnesota B -2 i 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 $1,745,000* CITY OF LINO LAKES, MINNESOTA GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 2006F (BOOK ENTRY ONLY) WELLS FARGO BROKERAGE SERVICES, LLC October 23, 2006 Moody's Rating: Aa3 Bidder Interest Rates Price Net Interest Cost True Interest Rate WELLS FARGO BROKERAGE SERVICES, LLC dPER JAFFRAY COMPANIES STIFEL, NICOLAUS & CO., INC. RBC CAPITAL MARKETS CITIGROUP GLOBAL MARKETS, INC. UBS SECURITIES LLC CRONIN & COMPANY, INCORPORATED WACHOVIA SECURITIES UMB BANK, N.A. GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. 3.55% 2008 -2009 3.60% 2010 -2011 3.625% 2012 3.75% 2008 -2010 4.00% 2011 -2012 4.00% 2008 -2012 4.00% 2008 -2012 4.00% 2008 -2012 $1,740,986.50 $1,752,735.45 $1,755,730.20 $1,755,719.70 $1,755,649.75 $222,930.69 $229,770.80 $232,519.80 $232,530.30 $232,600.25 3.75% 2008 -2012 $1,741,510.00 $231,536.88 4.00% 2008 -2012 $1,744,566.79 $243,683.21 3.6671 % 3.7609% 3.8038% 3.8040% 3.8052% 3.8083% 4.0032% REOFFERING SCHEDULE OF THE PURCHASER Rate 3.55% 3.55% 3.60% 3.60% 3.625% Year 2008 2009 2010 2011 2012 Yield 3.53% Par 3.56% 3.58% 3.60% Subsequent to bid opening, the issue size decreased from $1,745,000 to $1,740,000. BBI: 4.33% Average Maturity: 3.485 Years Public Sector Advisors