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HomeMy WebLinkAbout2004-163 Council Resolution• • • RESOLUTION NO. 04-163 RESOLUTION AWARDING THE SALE OF $1,330,000 GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS, SERIES 2004A 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, Minnesota (City) in regular meeting assembled as follows: Section 1. Sale of Bonds. 1.01. The proposal of Cronin & Company (Purchaser) to purchase the Bonds described in the Terms of Proposal is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $1,323,943.10 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2006 2.50% 2011 3.10% 2007 2.50% 2012 3.30% 2008 3.00% 2013 3.50% 2009 3.00% 2014 3.60% 2010 3.10% Term Bonds due February 1, 2016 at 4.00 %. Term Bonds due February 1, 2018 at 4.00 %. Term Bonds due February 1, 2020 at 4.125 %. True Interest cost: 3.8292% The City Finance Director is directed to retain the good faith check of the Purchaser on behalf of the City pending completion of the sale and delivery of the Bonds, and to return the checks of the unsuccessful proposers forthwith. The sum of $8,573.10 being the amount offered by the Purchaser in excess of $1,315,370 will be credited to the debt service fund created by Section 3. 1.02. The City will forthwith issue and sell the Bonds pursuant to the City Charter and Minnesota Statutes, Chapters 429, 444 and 475 (together, the Act), in the total principal amount of $1,330,000, originally dated as of November 15, 2004, the Bonds being in fully registered form and issued in the denomination of $5,000 or any integral multiple thereof, numbered No. R- 1 and upward, bearing interest as above set forth, and maturing on February 1 in the years and amounts as follows: SJB- 254637v1 LN140 -88 • • • Year Amount Year Amount 2006 $ 65,000 2011 $ 85,000 2007 75,000 2012 85,000 2008 75,000 2013 85,000 2009 75,000 2014 90,000 2010 75,000 Term Bonds due February 1, 2016 in the aggregate principal amount of $190,000. Term Bonds due February 1, 2018 in the aggregate principal amount of $205,000. Term Bonds due February 1, 2020 in the aggregate principal amount of $225,000. $620,000 of the Bonds (the Improvement Bonds) maturing in the amounts and on the dates set forth below are being issued to finance the cost of the Assessed Improvements (as defined in Resolution No. 04 -142): Year Amount Year Amount 2006 $30,000 2011 $40,000 2007 35,000 2012 40,000 2008 35,000 2013 40,000 2009 35,000 2014 40,000 2010 35,000 Term Bonds due February 1, 2016 in the aggregate principal amount of $90,000. Term Bonds due February 1, 2018 in the aggregate principal amount of $95,000. Term Bonds due February 1, 2020 in the aggregate principal amount of $105,000. $710,000 of the Bonds (the Utility Revenue Bonds) maturing in the amounts and on the dates set forth below are being issued to finance the cost of the Utility Improvements (as defined in Resolution No. 04 -142): Year Amount Year Amount 2006 $35,000 2011 $45,000 2007 40,000 2012 45,000 2008 40,000 2013 45,000 2009 40,000 2014 50,000 2010 40,000 SJB- 254637v1 LN140 -88 • • Term Bonds due February 1, 2016 in the aggregate principal amount of $100,000. Term Bonds due February 1, 2018 in the aggregate principal amount of $110,000. Term Bonds due February 1, 2020 in the aggregate principal amount of $120,000. 1.03. Optional Redemption. The City may elect on February 1, 2010, and on any day thereafter to prepay Bonds due on or after February 1, 2011. 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 6 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. 1.04. Mandatory Redemption. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount February 1, 2016 Tenn Bonds 2015 $ 95,000 2016 (maturity) 95,000 2018 Term Bonds 2017 $100,000 2018 (maturity) 105,000 2020 Term Bonds 2019 $110,000 2020 (maturity) 115,000 The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. Section 2. Form; Registration. 2.01. Registered Form. The Bonds will be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof will be 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 SJB- 254637v1 LN140 -88 • • • 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 will be payable on February 1 and August 1 in each year, commencing August 1, 2005, 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 a bond registrar, transfer agent, authenticating agent and paying agent (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 will keep at its principal corporate trust office a bond register in which the Registrar will provide 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 any 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. Whenever any 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's attorney in writing. (d) Cancellation. All Bonds surrendered upon a 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 any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such 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. SJB- 254637v1 LN 140 -88 • (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such 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 to be paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for every 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 such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond will become mutilated or be 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 any such mutilated Bond or in lieu of and in substitution for any such 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 such 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, in which both the City and the Registrar will be named as obligees. All Bonds so surrendered to the Registrar will be cancelled by it 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 will not be 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 hereby 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 SJB- 254637v1 LN140 -88 bank or trust company authorized by law to conduct such business, the resulting corporation will be 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 will deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this City Council, the City Finance Director will transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Administrator and will be 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 will cease 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, no Bond will 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 a 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 each Bond will be 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 thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser will not be 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. 2.07. Form of Bonds. The Bonds will be printed or typewritten in substantially the following form: No. R- SJB- 254637v1 LN140 -88 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF LINO LAKES GENERAL OBLIGATION IMPROVEMENT AND UTILITY REVENUE BONDS SERIES 2004A • • Date of Rate Maturity Date Original Issue February 1, 20 November 15, 2004 Registered Owner: Cede & Co. CUSIP The City of Lino Lakes, Minnesota, a duly organized and existing municipal corporation in Anoka County, Minnesota (City), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above or registered assigns, the Principal Amount of $ specified above on the Maturity Date specified above, payable February 1 and August 1 in each year, commencing August 1, 2005, to the person in whose name this Bond is registered at the close of business on the 15th 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 Bond Registrar, Authenticating Agent and Paying 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, 2010, and on any day thereafter to prepay Bonds due on or after February 1, 2011. 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 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 Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: SJB- 254637v1 LN140 -88 • • Sinking Fund Installment Date Principal Amount February 1, 2016 Term Bonds 2015 $ 95,000 2016 (maturity) 95,000 2018 Term Bonds 2017 $100,000 2018 (maturity) 105,000 2020 Term Bonds 2019 $110,000 2020 (maturity) 115,000 The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $1,330,000, all of like original date and tenor, except as to number, maturity date, redemption privilege and interest rate, issued pursuant to a resolution adopted by the City Council on October 25, 2004 (the Resolution), for the purpose of providing monies in part for various assessable public improvements, and in part for certain improvements to the City's utility system, and pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 444 and 475. The principal hereof and interest hereon are payable in part from special assessments against property specially benefited by local improvements and in part from net revenues of the water utility system 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 special assessments or net revenues of the water utility system 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. 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 SJB- 254637v1 LN 140 -88 • • • 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 change required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED 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 happen and to be performed preliminary to and in the issuance of this bond have been done, have happened and have been performed in regular and due form, time and manner, that prior to the issuance of this bond the City Council of the City of Lino Lakes has provided funds for the payment of principal and interest on the bonds of this issue as the same become due, but the full faith and credit of the City is pledged for their payment and additional taxes will be levied, if required for such purpose, without limitation as to the rate of amount; and that this bond, together with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any constitutional, statutory or charter limitation thereon. 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 will have 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 one of the Bonds delivered pursuant to the Resolution mentioned within. SJB- 254637v1 LN140 -88 • • U.S. BANK NATIONAL ASSOCIATION By Authorized Representative The following abbreviations, when used in the inscription of 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 MINN ACT Custodian (Cust) (Minor) TEN ENT -- as tenants under Uniform Gift or Transfer to by entireties 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 premise. SJB- 254637v1 LN 140 -88 • • • 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 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 the 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. SJB- 254637v1 LN I40 -88 • • • Date of Registration Signature of Registered Owner Officer of the Registrar Cede & Co. February , 2004 Federal ID #13- 2555119 2.07. The City Administrator will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond. Section 3. Funds and Accounts; Security; Payment. 3.01. (a) The Bonds are payable from the General Obligation Improvement and Utility Revenue Bonds, Series 2004A Debt Service Fund (Debt Service Fund) hereby created, and the net revenues (Net Revenues) of the City water utility system and special assessments (Assessments) levied for the Assessed Improvements, together with ad valorem taxes levied hereunder, are hereby pledged to the respective accounts of Debt Service Fund as further described in this Section. The City shall maintain an "Improvements Account" (Improvements Account), and a "Utility Revenue Account" (Utility Revenue Account) in the Debt Service Fund. Amounts in the Utility Revenue Account are irrevocably pledged to the Utility Revenue Bonds portion of the Bonds, and amounts in the Improvements Account are irrevocably pledged to the Improvement Bonds portion of the Bonds. There is appropriated to the Utility Revenue Account of the Debt Service Fund 53.4% of (i) any amount over the minimum purchase price paid by the Purchaser and (ii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds. There is appropriated to the Improvements Account of the Debt Service Fund 46.6% of (iii) any amount of the minimum purchase price paid by the Purchaser, and (iv) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds. If the balance in either account established in the Debt Service Fund is at any time insufficient to pay all interest and principal then due on the respective portion of the Bonds payable therefrom, 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. (b) The City Finance Director shall timely deposit in the Utility Revenue Account the Net Revenues hereinafter collected in accordance with Section 3.02. If any payment of principal or interest on the Utility Revenue Bonds portion of the Bonds shall become due when there is not sufficient money in the Utility Revenue Account of the Debt Service Fund to pay the same, the Finance Director is directed to pay such principal or SJB- 254637vI LNI40 -88 • • • interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of Net Revenues when collected. (c) The City Finance Director shall timely deposit in the Improvements Account all Assessments levied for the Assessed Improvements. If any payment of principal or interest on the Improvement Bonds portion of the Bonds shall become due when there is not sufficient money in the Improvements Account of 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 Assessments when collected. 3.02. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Utility Revenue Bonds portion 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 a public utility and convenience free from competition of other like municipal utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the utility system accounts as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Utility Revenue Account of the Debt Service Fund as a separate account in the water utility fund, and will cause money to be credited thereto from time to time, out of Net Revenues from the water utility plant and system in sums sufficient to pay principal of and interest on the Utility Revenue Bonds portion of 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 utility system and which will be open to inspection and copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountant and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause persons handling revenues of the water 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. SJB- 254637v1 LNI40 -88 • • • (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. (f) The City and each and all of its officers will punctually perform all duties with reference to the utility system as required by law. (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 Utility Revenue Bonds portion of 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. 3.03. 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. 3.04. It is hereby determined that the estimated collection of the Assessments will produce at least five percent in excess of the amount needed to pay when due, the principal and interest payments on the Improvement Bonds portion of the Bonds, and that the estimated collection of Net Revenues will produce at least five percent in excess of the amount needed to pay when due the principal and interest payments on the Utility Revenue Bonds portion of the Bonds, and therefore no tax levy is needed at this time. Section 4. Authentication of Transcript. 4.01. The officers of the City are hereby 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. 4.02. The Mayor, City Administrator and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement dated October 12, 2004, prepared and circulated in connection with the issuance and sale of the Bonds and that to the best SJB- 254637v1 LN 140 -88 • • • of their knowledge and belief the Official Statement is, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. Section 5. Tax Covenant. 5.01 (a) The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to the temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued in calendar year 2004) exceed the small- issuer exception amount of $5,000,000. (b) For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City finds, determines and declares that the aggregate face amount of all tax- exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(C) of the Code. 5.02. 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. 5.03. In order to qualify the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax- exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax - exempt obligations (other than 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 2004 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2004 have been designated for purposes of Section 265(b)(3) of the Code. SJB- 254637v1 LN 140 -88 • • • 5.04. 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. Section 6. Book -Entry System; Limited Obligation of City. 6.01. 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 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, all of 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. 6.02. With respect to 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 Bonds as securities depository (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 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 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 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 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 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. 6.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of SJB- 254637v1 LN140 -88 • • • 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. 6.04. 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 Bond 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. 6.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 7. Continuing Disclosure. 7.01. 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. 7.02. "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 8. Defeasance. When all Bonds (or all of either the Improvement Bonds or Utility Revenue Bonds portion thereof) have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution (with respect to the Improvement Bonds or Utility Revenue Bonds portion of the Bonds, as the case may be) to holders of the SJB- 254637v1 LN 140 -88 • • • 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 (or all of either the Improvement Bonds or Utility Revenue Bonds portion thereof) 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. SJB- 254637v1 LN140 -88 • • Attest: Passed and adopted this 25th day of October, 2004. al.a.: City Clerk SJB- 254637v1 LN140 -88 CITY OF LINO LAKES, MINNESOTA • • • The motion for adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. SJB- 254637v1 LN 140 -88 • • STATE OF MINNESOTA ) ) COUNTY OF ANOKA ) SS. ) CITY OF LINO LAKES ) I, the undersigned, being the duly qualified and acting City Administrator of the City of Lino Lakes, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council held on Monday, October 25, 2004, with the original thereof on file in my office and I further certify that the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of the City's $1,330,000 General Obligation Improvement and Utility Revenue Bonds, Series 2004A. WITNESS My hand as City Administrator and the corporate seal of the City this day of October, 2004. (SEAL) SJB- 254637v1 LN 140 -88 City Administrator City of Lino Lakes, Minnesota • • • STATE OF MINNESOTA COUNTY OF ANOKA MANAGER OF PROPERTY RECORDS AND TAXATION'S CERTIFICATE AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Manager of Property Records and Taxation of Anoka County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Lino Lakes, Minnesota, on October 25, 2004, relating to General Obligation Improvement and Utility Revenue Bonds, Series 2004A in the amount of $1,330,000, dated November 15, 2004, has been filed in my office and said obligations have been registered on he register of obligations in my office. WITNESS My hand and official seal this day of , 2004. (SEAL) SJB- 254637v1 LN 140 -88 Manager of Property Records and Taxation Anoka, County, Minnesota Deputy • SJB- 254637v1 LN 140 -88 EXHIBIT A PROPOSAL SUMMARY