HomeMy WebLinkAbout2015-044 Council Resolution•
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RESOLUTION NO. 15-44
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION BONDS, SERIES 2015A, IN THE ORIGINAL
AGGREGATE PRINCIPAL AMOUNT OF S3,095,000; FIXING
THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR
EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR
PAYMENT
BE IT RESOLVED by the City Council (the "City Council") of the City of Lino Lakes, Anoka
County, Minnesota (the "City"), as follows:
Section 1. Sale of Bonds.
1.01. Authorization for Sale of Bonds. Pursuant to a resolution adopted by the City Council on
March 23, 2015, the City authorized the sale of its General Obligation Bonds, Series 2015A (the
"Bonds"), for the following purposes:
(a) to provide funds for street reconstruction and related upgrades of the existing
storm water management system designated as the Shenandoah Area Improvements described in
the City's Five -Year Street Reconstruction Plan (2015-2019) (the "Street Reconstruction"), as
approved by the voters of the City at a duly called special election held on November 4, 2014,
and in accordance with Minnesota Statutes, Chapter 475, as amended (the "Municipal Debt
Act"); and
(b) to provide funds to acquire, construct, and equip a new fire hall in the City,
including the construction of necessary public infrastructure (the "Project"), pursuant to
Minnesota Statutes, Chapter 475, as amended, and Minnesota Statutes, Sections 469.1812
through 469.1815, as amended (collectively, the "Abatement Act"), as approved by a resolution
adopted by the City Council of the City on March 23, 2015 (the "Abatement Resolution"), by
providing a property tax abatement (the "Abatements") for certain property in the City (the
"Abatement Parcels") over a period of ten (10) years, in an amount sufficient to pay the principal
amount of and interest on bonds issued to finance the Project.
1.02. Award to the Purchaser and Interest Rates. The proposal of FTN Financial Capital
Markets, Memphis, Tennessee (the "Purchaser"), to purchase the Bonds of the City 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 $3,158,352.55 (par amount of $3,095,000.00, plus original issue premium of $89,313.10, less
underwriter's discount of $25,960.55), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
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Year Interest Rate Year Interest Rate
2017 2.000% 2023 2.000%
2018 2.000 2024 2.000
2019 2.000 2025 2.000
2020 2.000 2027* 2.250
2021 2.000 2029* 2.500
2022 2.000 2031* 3.000
* Term Bonds
True interest cost: 2.0926761%
1.03. Purchase Contract. The sum of $94,302.55, being the amount proposed by the Purchaser
in excess of $3,064,050.00, shall be credited to the accounts of the Debt Service Fund hereinafter created
or deposited in the accounts of the Construction Fund hereinafter created, as determined by the Finance
Director of the City in consultation with the City's municipal advisor. The Finance Director is directed to
deposit the good faith check or deposit of the Purchaser, pending completion of the sale of the Bonds, and
to return the good faith deposits of the unsuccessful proposers. The Mayor and City Administrator are
directed to execute a contract with the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Municipal Debt Act and the Abatement Act (collectively, the `'Act") in the total
principal amount of $3,095,000, originally dated May 28, 2015, in the denomination of $5,000 each or
any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and
maturing serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
2017 $190,000 2023 $210,000
2018 195,000 2024 220,000
2019 200,000 2025 225,000
2020 200,000 2027* 455,000
2021 205,000 2029* 385,000
2022 205,000 2031* 405,000
* Term Bonds
(a) $2,635,000 of the Bonds (the `'Street Reconstruction Bonds"), maturing on
February 1 in the years and amounts set forth below, will be used to finance the Street
Reconstruction:
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Year Amount Year Amount
2017 $150,000 2023 $170,000
2018 155,000 2024 175,000
2019 160,000 2025 180,000
2020 160,000 2027* 365,000
2021 165,000 2029* 385,000
2022 165,000 2031* 405,000
* Term Bonds
(b) The remainder of the Bonds in the amount of $460,000 (the "Abatement Bonds"),
maturing on February 1 in the years and amounts set forth below, will be used to finance the Project:
Year Amount Year Amount
2017 $40,000 2022 $40,000
2018 40,000 2023 40,000
2019 40,000 2024 45,000
2020 40,000 2025 45,000
2021 40,000 2027* 90,000
* Term Bond
1.05. Optional Redemption. The City may elect on February 1, 2023, and on any day thereafter to
prepay Bonds due on or after February 1, 2024. 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 7 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.
1.06. Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2027,
February 1, 2029, and February 1, 2031 shall hereinafter be referred to collectively as the "Term Bonds."
The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be
reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited
against future mandatory sinking fund redemptions of such Tenn Bonds in such order as the City shall
determine. The Tenn Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part
at par plus accrued interest on February 1 of the following years and in the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1, 2027 Term Bonds
2026 $225,000
2027* 230,000
* Maturity
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February 1, 2029 Term Bonds
2028 $190,000
2029* 195,000
* Maturity
February 1, 2031 Term Bonds
2030 $200,000
2031* 205,000
* Maturity
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, 2016, to the registered owners of record
thereof 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 (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 aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
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• (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.
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(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
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 any 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 a 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 of 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 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,
Saint 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
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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 Administrator
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 those 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 a 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 EXHIBIT B attached hereto,
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. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
fora as attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Administrator is 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 to cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds are payable from the General Obligation Bonds,
Series 2015A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall
be administered by the Finance Director as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The City will maintain the following accounts in
the Debt Service Fund: the "Street Reconstruction Bonds Account" and the "Abatement Bonds
Account." Amounts in the Street Reconstruction Bonds Account are irrevocably pledged to the Street
Reconstruction Bonds, and amounts in the Abatement Bonds Account are irrevocably pledged to the
Abatement Bonds.
(a) Street Reconstruction Bonds Account. Ad valorem taxes (the "Taxes") herein
levied for the Street Reconstruction are hereby pledged to the Street Reconstruction Bonds
Account of the Debt Service Fund. There is appropriated to the Street Reconstruction Bonds
Account a pro rata portion of (i) capitalized interest financed from Bond proceeds, if any; and
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(ii) amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the extent
designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
(b) Abatement Bonds Account. The Abatements for the Abatement Parcels are
hereby pledged to the Abatement Bonds Account of the Debt Service Fund. There is
appropriated to the Abatement Bonds Account a pro rata portion of (i) capitalized interest
financed from Bond proceeds, if any; and (ii) amounts over the minimum purchase price of the
Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in
accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds, Series 2015A
Construction Fund (the "Construction Fund"). The City will maintain the following accounts in the
Construction Fund: the "Street Reconstruction Bonds Account" and the "Abatement Bonds Account."
Amounts in the Street Reconstruction Bonds Account are irrevocably pledged to the Street
Reconstruction Bonds, and amounts in the Abatement Bonds Account are irrevocably pledged to the
Abatement Bonds.
(a) Street Reconstruction Bonds Account. Proceeds of the Street Reconstruction
Bonds, less the appropriations made in Section 4.01(a), together with any other funds
appropriated for the Street Reconstruction and Taxes collected during the construction of the
Street Reconstruction, will be deposited in the Street Reconstruction Bonds Account of the
Construction Fund to be used solely to defray expenses of the Street Reconstruction. When the
Street Reconstruction is completed and the cost thereof paid, the Street Reconstruction Bonds
Account of the Construction Fund is to be closed and subsequent collections of Taxes for the
Street Reconstruction are to be deposited in the Street Reconstruction Bonds Account of the Debt
Service Fund.
(b) Abatement Bonds Account. Proceeds of the Abatement Bonds, less the
appropriations made in Section 4.01(b) hereof, will be deposited in the Abatement Bonds Account of
the Construction Fund to be used solely to defray expenses of the Project described herein and in the
Abatement Resolution. When the Project is completed and the cost thereof paid, the Abatement
Bonds Account of the Construction Fund is to be closed and any funds remaining may be deposited
in the Abatement Bonds Account of the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be
and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient
balance is available therein.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is 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. The Taxes will be credited to the Street Reconstruction Bonds Account of the Debt Service Fund
above provided and will be in the years and amounts as attached hereto as EXHIBIT C.
4.05. Certification to Manager of Property Records and Taxation as to Debt Service Fund
Amount. It is hereby determined that the estimated collections of Taxes and Abatements will produce at
least five percent in excess of the amount needed to meet when due the principal and interest payments on
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the Bonds. The tax levy herein provided for the Bonds is irrepealable until all of the Bonds are paid,
provided that at the time the City makes its annual tax levies the Finance Director may certify to the
Manager of Property Records and Taxation of Anoka County, Minnesota (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.
4.06. Filing of Resolution. The City Administrator is authorized and directed to file a certified
copy of this resolution with the Manager of Property Records and Taxation and to obtain the certificate
required by Section 475.63 of the Act.
Section 6. Authentication of Transcript.
6.01. City Proceedings and Records. 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,
may be deemed representations of the City as to the facts stated therein.
6.02. Certification as to Official Statement. The Mayor, City Administrator, and Finance
Director are 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.
6.03. Other Certificates. The Mayor, City Administrator, and Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, City Administrator,
and Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
Section 7. Tax Covenants.
7.01. Tax -Exempt Bonds. 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. Rebate. The City will comply with requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code,
including without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings
to the United States.
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7.03. Not Private Activity Bonds. 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. Qualified Tax -Exempt Obligations. 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 any
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 2015 will not exceed $10,000,000;
and
(d) not more than $10.000,000 of obligations issued by the City during calendar year
2015 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. Procedural Requirements. 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 Depository Trust Company. 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 1.04 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. Participants. 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
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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 shall govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
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.
Section 9. Continuing Disclosure.
9.01. Execution of Continuing Disclosure Certificate. "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.
9.02. City Compliance with Provisions of Continuing Disclosure Certificate. 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.
Section 10. Defeasance. 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
459994v2 JAE LN140-115
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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.
459994v2 JAE LN140-115
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Adopted by the Council of the City of Lino Lakes this 2 7 day of April , 2015.
The motion for the adoption of the foregoing resolution was introduced by Council Member
Kusterman and was duly seconded by Council Member Roeser and upon
vote being taken thereon, the following voted in favor thereof:
Kusterman, Roeser, Rafferty, Stoesz, Reinert
The following voted against same:
none
ATTEST:
una
e Bartell, City Cler
459994v1 JAL 1N140-115
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Jeff Reinert, Mayor
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459994v2 JAE LN140-115
EXHIBIT A
PROPOSALS
A-1
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Springsted
Springsted Incorporated
380 Jackson Stre-et, Suite 303
Saint Paul MN 55101-2887
Tei- 651-223-3000
Fax 651-223-3002
Email. advisors@springsted c.om
e WW.'_9pnrigst3d.com
83,185.000(31
CITY OF LINO LAKES, MINNESOTA
GENERAL OBLIGATION BONDS, SERIES 2015A
(BOOK ENTRY ONLY)
AWARD: FTN FINANCIAL CAPITAL MARKETS
SALE: April 27, 2015
Standard & Poor's Rating: AA
Bidder
Interest Net Interest True Interest
Rates Price Cost Rate
FTN FINANCIAL CAPITAL MARKETS
2.0090 2017-2025 53,251,079.000 5586.753.81=(1 2.0870%{b)
2.25% 2026-2027
2.50% 2028-2029
3.00% 2030-2031
NORTHLAND SECURITIES, INC. 2.00% 2017-2026 $3.238,331.00 5598.775.88 2.1351%
UNITED BANKERS' BANK 2.50°0 2027-2029
BERNARDI SECURITIES, INCORPORATED 3.00% 2030-2031
RAYMOND JAMES & ASSOCIATES. INC. 3.00% 2017-2021 $3,311,964.05 $611,816.26 2.1693%
4.00% 2022-2023
2.00% 2024-2025
225% 2026-2027
2.50% 2028-2029
2.75% 2030-2031
UMB BANK, N.A. 1.50% 2017 83.333.356.00 5620.263.38 2.1712%
2.00% 2018-2019
2.25% 2020
2.5095 2021-2023
2.75% 2024-2025
3.00% 2026-2031
JANNEY MONTGOMERY SCOTT, LLC 3.00% 2017 $3.389,387.95 5621,957.05 2.1734%
4.00% 2018-2023
2.00% 2024-2026
3.00% 2027-2031
PIPER JAFFRAY & CO.
2.00% 2017-2024
2.50% 2025-2026
2.75% 2027-2030
3.00% 2031
53.253.203.45
5618.614.05 2.1992-
(a) Subsequent to bid opening. the issue size decreased from ,83.185,000 to 33,095,000.
6) Subsequent to bid openingthe price. net /Merest cost. and true interest rate have changed to 63. 158.3352.55. 3577205.89. and
2.0926%, respectively.
459994v2 JAE LN 140-115
A-2
Public Sector Advisors
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Interest Net Interest True Interest
Bidder Rates Price Cost Rate
STERNE, AGEE & LEACH. INC. 2.00% 2017-2021 $3.256,019.95 $629.106.61 2.2464%
BANK OF OKLAHOMA 4.00% 2022-2023
SUNTRUST ROBINSON HUMPHREY, INC. 2.00% 2024-2025
2.25% 2026-2027
2.50% 2028-2029
2.75% 2030-2031
ROBERT W. BAIRD & COMPANY, 2.00% 2017-2021 $3.315.725.65 $646.831.85 2.2757%
INCORPORATED 4.00% 2022-2023
C.L. KING & ASSOCIATES 2.00% 2024-2025
CRONIN & COMPANY. INC. 3.00% 2026-2031
VINING-SPARKS IBG, LIMITED PARTNERSHIP
LOOP CAPITAL MARKETS, LLC
EDWARD D. JONES & COMPANY
WNJ CAPITAL
CREWS & ASSOCIATES
CASTLEOAK SECURITIES. L.P.
DAVENPORT & COMPANY LLC
DUNCAN-WILLIAMS. INC.
ROSS. SINCLAIRE & ASSOCIATES. LLC
DOUGHERTY & COMPANY LLC
COUNTRY CLUB BANK
OPPENHEIMER & CO. INC.
SUMRIDGE PARTNERS
R. SEELAUS & COMPANY, INC.
SIERRA PACIFIC SECURITIES
ALAMO CAPITAL
ISAAK BOND INVESTMENTS. INC.
459994v2 JAE LN140-115
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Year Yield
2.00% 2017 0.60%
2.00% 2018 0.80%
2.00% 2019 0.95%
2.00% 2020 1.15%
2.00% 2021 1.25%
2.00% 2022 1.40%
2.00% 2023 1.50%
2.00% 2024 1.65%
2.00% 2025 1.75%
2.25% 2026 2.05%
2.25% 2027 2.05%
2.50% 2028 2.25%
2.50% 2029 2.25%
3.00% 2030 2.40%
3.00% 2031 2.40%
A-3
BBI: 3.52%
Average Maturity: 8.653 Years
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EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION BOND
SERIES 2015A
Date of
Rate Maturity Original Issue
February 1, 20 May 28, 2015
Registered Owner: CEDE & CO.
CU SIP
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 hereby
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, 2016, 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, Saint Paul, Minnesota, as
Bond 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, 2023, and on any day thereafter to prepay Bonds due on or after
February 1, 2024. 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 The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid.
DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2027, February 1, 2029, and February 1, 2031 shall hereinafter
be referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to
mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with
any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of
such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory
sinking fund redemption and shall be redeemed in part at par plus accrued interest on February 1 of the
following years and in the principal amounts as follows:
459994v2 JAE LN 140-115
B-1
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r
Sinking Fund Installment Date Principal Amount
February 1, 2027 Term Bonds
2026 $225,000
2027* 230,000
* Maturity
February 1, 2029 Term Bonds
2028 $190,000
2029* 195,000
* Maturity
February 1. 2031 Term Bonds
2030 $200,000
2031* 205,000
* Maturity
This Bond is one of an issue in the aggregate principal amount of $3,095,000 all of like original
issue date and tenor, except as to number, maturity date, interest rate, and redemption privilege, all issued
pursuant to a resolution adopted by the City Council on April 27, 2015 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in financing certain street
reconstruction and the acquisition, construction, and equipping of a fire hall, including the construction of
necessary public infrastructure, 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, Chapter 475, as
amended, and Minnesota Statutes, Sections 469.1812 through 469.1815, as amended, and authority
granted by the voters of the City at a duly called special election held on November 4, 2014. The principal
hereof and interest hereon are payable in part from ad valorem taxes and in part from abatements
collected from certain property in 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 additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in taxes and abatements 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.
The City Council has designated the issue of Bonds of which this Bond forms a part 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.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
459994v2 JAE LN140-115
B-2
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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 Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter and 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, charter, or statutory
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 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: May 28, 2015
CITY OF LINO LAKES, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
459994v2 JAE LN140-115
By
Authorized Representative
B-3
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
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
prem ises.
Dated:
Notice:
Signature Guaranteed:
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.
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:
459994v2 JAE LN140-115
B-4
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(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
459994v2 JAE 1_,N140-115
Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
B-5
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EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
* Year tax levy collected.
459994v 2 JAE LN 140-115
2016 $220,066.88
2017 222, 1 66.88
2018 224,161.88
2019 220,801.88
2020 222,691.88
2021 219,226.88
2022 221,011.88
2023 222,691.88
2024 224,266.88
2025 220,486.88
2026 221,484.38
2027 222,363.75
2028 222,626.25
2029 222,757.50
2030 221,707.50
C-1
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STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
)
) SS.
I, the undersigned, being the duly qualified and acting City Clerk of the City of Lino Lakes,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a regular meeting of the City Council of the City held on April 27, 2015, with the
original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar
as they relate to the issuance and sale of the City's General Obligation Bonds, Series 2015A, in the
original aggregate principal amount of $3.095,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of , 2015.
(SEAL)
459994v2 JAE LN140-115
City Clerk
City of Lino Lakes, Minnesota
0 STATE OF MINNESOTA
COUNTY OF ANOKA
•
CERTIFICATE OF MANAGER OF
PROPERTY RECORDS AND
TAXATION AS TO TAX LEVY AND
REGISTRATION
I, the undersigned Manager of Property Records and Taxation of Anoka County, Minnesota,
hereby certify that a certified copy of a resolution adopted by the governing body of the City of Lino
Lakes, Minnesota (the "City"), on April 27, 2015, levying taxes for the payment of the City's General
Obligation Bonds, Series 2015A, issued in the original aggregate principal amount of $3,095,000, dated
May 28, 2015, has been filed in my office and said bonds have been entered on the register of obligations
in my office and that such tax has been levied as required by law.
WITNESS My hand and official seal this day of , 2015.
(SEAL)
459994v2 JAE 12N140-115
MANAGER OF PROPERTY RECORDS
AND TAXATION,
ANOKA COUNTY, MINNESOTA
By
Its
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STAFF ORIGINATOR:
MEETING DATE:
TOPIC:
VOTE REQUIRED:
INTRODUCTION
CITY COUNCIL
AGENDA ITEM 2A
Al Rolek, Director of Finance
April 27, 2015
Consider Resolution No. 15-44 Awarding Sale of General
Obligation Bonds, Series 2015A, in the Proposed Aggregate
Principal Amount of $3,645,000
Simple Majority
The City of Lino Lakes has awarded bids and will be undertaking street reconstruction projects
and other street and improvements projects in 2015. The construction cost of these projects
will be financed through the issuance of bonded debt.
BACKGROUND
In November, 2014 the voters of the City of Lino Lakes approved a referendum to issue up to
$3,150,000 in Street Reconstruction bonds to reconstruct streets in the Shenandoah area.
Additionally, the construction of a new fire station facility has made it necessary to add turn
lanes in the Birch Street and Centerville Road area requiring the issuance of an additional
$495,000 in bonded debt.
On March 23 the City Council approved Resolution 15-31 providing for the issuance of approximately
$3,645,000 G.O. Bonds, Series 2015A to finance the improvements noted above. The bond issue will have
a 15 -year term and will be repaid through tax levies and through tax abatements on parcels identified in
Resolution 15-30.
The City has since issued its Official Statement and advertised for bids for this issue. Bids were
received earlier today by the City's financial advisors, Springsted, Inc. Terri Heaton of
Springsted, Inc. is here tonight to present the results of the bidding process. The exact amount of
the bonds to be sold will be determined pending the outcome of the bids. Approval of Resolution
15-44 awards sale of General Obligation Bonds, Series 2015A, in the proposed aggregate
principal amount of $3,645,000.
RECOMMENDATION
Staff is recommending approval of Resolution No. 15-44.
ATTACHMENTS
Resolution 15-44
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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, Minnesota, was duly held in the City Hall in said City on Monday, April 27, 2015, commencing at
6:30 P.M.
The following members were present:
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 General Obligation Bonds, Series 2015A, to be issued in
the aggregate principal amount of $3,095,000.
The City Administrator presented a tabulation of the proposals that had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals are as set forth in EXHIBIT A
attached.
After due consideration of the proposals, Member then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent, and moved
its adoption:
459994v2 JAI= 1:N140-115