HomeMy WebLinkAbout2003-210 Council ResolutionRESOLUTION NO. 03-210
A RESOLUTION AWARDING THE SALE OF
$2,090,000 GENERAL OBLIGATION
IMPROVEMENT AND REFUNDING BONDS, SERIES 2003A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County,
Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of Cronin & Company, Incorporated (Purchaser) to purchase
$2,090,000 General Obligation Improvement and Refunding Bonds, Series 2003A (Bonds) of the
City described in the Terms of Proposal thereof 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
$2,093,566.05 plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2005 2.00% 2009 3.00%
2006 2.00 2010 3.25
2007 2.50 2011 3.50
2008 2.50
Term Bonds due February 1, 2013 at 3.50%.
Term Bonds due February 1, 2015 at 4.00%.
Term Bonds due February 1, 2017 at 4.00%.
Term Bonds due February 1, 2019 at 4.25%.
True interest cost: 3.3273%
1.02. The City Finance Director is directed to retain the good faith check of the
Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of
the unsuccessful proposers forthwith. The Mayor and City Administrator are directed to execute
a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 429 (Act) in the total principal amount of $2,090,000, originally dated December 1,
2003, 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 on February 1 in the years and amounts
as follows:
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Year
2005
2006
2007
2008
Amount
$435,000
445,000
440,000
55,000
Term Bonds due February 1, 2013
Term Bonds due February 1, 2015
Term Bonds due February 1, 2017
Term Bonds due February 1, 2019
Year
2009
2010
2011
Amount
$ 55,000
55,000
60,000
in the aggregate principal amount
in the aggregate principal amount
in the aggregate principal amount
in the aggregate principal amount
of $120,000.
of $130,000.
of $140,000.
of $155,000.
1.04. Optional Redemption. The City may elect on February 1, 2013, and on any day
thereafter to prepay Bonds due on or after February 1, 2014. 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.
1.05. 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,
2013 Term Bonds
2012
2013 (maturity)
2015 Term Bonds
2014
2015 (maturity)
2017 Term Bonds
2016
2017 (maturity)
2019 Term Bonds
2018
2019 (maturity)
$60,000
60,000
$65,000
65,000
$70,000
70,000
$75,000
80,000
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.
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Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2004,
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 (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.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
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(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for 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.
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2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator
are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City Finance Director
must transmit to the Registrar monies sufficient for the payment of all principal and interest then
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that 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 Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
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No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BOND, SERIES 2003A
Date of
Rate Maturity Original Issue
December 1, 2003
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 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 August 1, 2004, to the person in whose name this Bond is registered at the close of
business on the fifteenth day (whether or not a business day) of the immediately preceding
month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check or draft by U.S. Bank
National Association, St. Paul, Minnesota, as 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, 2013, and on any day thereafter to prepay Bonds due
on or after February 1, 2014. 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:
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Sinking Fund Installment Date Principal Amount
February 1,
2013 Term Bonds
2012 $60,000
2013 (maturity) 60,000
2015 Term Bonds
2014 $65,000
2015 (maturity) 65,000
2017 Term Bonds
2016 $70,000
2017 (maturity) 70,000
2019 Term Bonds
2018 $75,000
2019 (maturity) 80,000
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.
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.
This Bond is one of an issue in the aggregate principal amount of $2,090,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on November 24,
2003 (the Resolution), for the purpose of providing money to defray the expenses incurred and to
be incurred in making local improvements and to refund the outstanding principal amount of
certain general obligation bonds of the City, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including the City charter, Minnesota Statutes,
Chapter 429 and Section 475.67, and the principal hereof and interest hereon are payable from
special assessments against property specially benefited by local improvements for the City's
share of the cost of the improvements, 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 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.
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As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
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 of the City and the Constitution and laws
of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Bond in order to make it a valid and binding general obligation of the City
in accordance with its terms, have been done, do exist, have happened and have been performed
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
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: N 'ewe,' ?i � aoa3
(Facsimile)
City Administrator
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CITY OF LINO LAKES, MINNESOTA
Mayor
(Facsimile)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will
be constructed 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 under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
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Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration
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Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
3.02. 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. (a) The Bonds are payable from the Improvement and Refunding Bonds, Series
2003A Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of special
assessments (Assessments) levied or to be levied for the improvements described in the
resolution authorizing the sale of the Bonds (Improvements) financed by the Bonds and the
improvements financed by the Refunded Bonds (defined hereafter) are hereby pledged to the
Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there
is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director is
directed to pay such principal or interest from the general fund of the City, and the general fund
will be reimbursed for the advances out of the proceeds of Assessments when collected. There is
appropriated to the Debt Service Fund (i) the amount of $2,392.10, and (ii) the accrued interest
paid by the Purchaser upon closing and delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a) of this
Section and less proceeds in the amount of $1,170,000 applied for redemption of the Refunded
Bonds under Section 5, together with any other funds appropriated for the Improvements and
Assessments and Taxes collected during the construction of the Improvements, will be deposited
in a separate construction fund (which may contain separate accounts for each Improvement) to
be used solely to defray expenses of the Improvements and the payment of principal and interest
on the Bonds prior to the completion and payment of all costs of the Improvement. Any balance
remaining in the construction fund after completion of the Improvements may be used to pay the
cost in whole or in part of any other improvement instituted under the Act. When the
Improvements are completed and the cost thereof paid, the construction account is to be closed
and subsequent collections of Assessments for the Improvements are to be deposited in the Debt
Service Fund.
4.02. It is hereby determined that the Improvements will directly and indirectly benefit
abutting property, and the City hereby covenants with the holders from time to time of the Bonds
as follows:
(a) The City has caused or will cause the Assessments for the Improvements
to be promptly levied so that the first installment will be collectible not later than 2004
and will take all steps necessary to assure prompt collection, and the levy of the
Assessments is hereby authorized. The City Council will cause to be taken with due
diligence all further actions that are required for the construction of each Improvement
financed wholly or partly from the proceeds of the Bonds, and will take all further actions
necessary for the final and valid levy of the Assessments and the appropriation of any
other funds needed to pay the Bonds and interest thereon when due.
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(b) In the event of any current or anticipated deficiency in Assessments the
City Council will levy ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing:
receipts and disbursements in connection with the Improvements, Assessments levied
therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually
and will furnish copies of such audit reports to any interested person upon request.
4.03. It is hereby determined that the estimated collections of Assessments and interest
thereon for payment of principal and interest on the Bonds will produce at least five percent in
excess of the amount needed to meet when due, the principal and interest payments on the Bonds
and that no tax levy is needed at this time.
4.04. The City Administrator is authorized and directed to file a certified copy of this
resolution with the County Auditor of Anoka County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the General Obligation Improvement Bonds, Series
1996A, of the City, dated October 1, 1996, of which $1,170,000 in principal amount is callable
on February 1, 2004. It is hereby found and determined that based upon information presently
available from the City's financial advisers, the issuance of the Bonds is consistent with
covenants made with the holders thereof and is necessary and desirable for the reduction of debt
service cost to the municipality.
5.02. It is hereby found and determined that the Proceeds will be sufficient to prepay all
of the principal of, interest on and redemption premium (if any) on the Refunded Bonds.
5.03. The Refunded Bonds maturing on February 1, 2005 and thereafter will be
redeemed and prepaid on February 1, 2004. The Refunded Bonds will be redeemed and prepaid
in accordance with their terms and in accordance with the terms and conditions set forth in the
forms of Notice of Call for Redemption attached hereto as Attachment A which terms and
conditions are hereby approved and incorporated herein by reference. The Registrar for the
Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each
registered holder of the Refunded Bonds.
5.04. When all Bonds and all interest thereon, have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and
full payment of the principal of and interest on the Bonds will remain in full force and effect.
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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.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records
of the City relating to the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their control,
relating to the validity and marketability of the Bonds, and such instruments, including any
heretofore furnished, may be deemed representations of the City as to the facts stated therein.
6.02. 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.
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time to time of the Bonds
that it will not take or permit to be taken by any of its officers, employees or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, and that it will take or cause its officers,
employees or agents to take, all affirmative action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
7.02. (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 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 2003) 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 as to the portion of the Bonds allocable to financing of new improvements,
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)
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during the calendar year in which the Bonds are issued is not reasonably expected to exceed
$5,000,000, within the meaning of Section 148(f)(4)(C) of the Code.
7.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. 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 2003 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 2003 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this section.
Section 8. Book -Entry System; Limited Obligation of City.
8.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the 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.
8.02. 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
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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.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
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.
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 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.
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.
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Section 9. Continuing Disclosure.
9.01. The City hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to
be considered an event of default with respect to the Bonds; however, any Bondholder may take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this section.
9.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Administrator and dated the date of issuance and
delivery of the Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Carlson, and upon vote being taken thereon, the following voted in favor thereof:
Councilmembers Carlson, Dahl, O'Donnell, Reinert, and Mayor Bergeson
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Lino Lakes, Anoka County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a special meeting of the City Council of the City
held on November 24, 2003 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
$2,090,000 General Obligation Improvement and Refunding Bonds, Series 2003A of the City.
WITNESS My hand officially as such City Administrator and the corporate seal of the
City this day of , 2003.
(SEAL)
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City Administrator
Lino Lakes, Minnesota
STATE OF MINNESOTA
COUNTY OF ANOKA
COUNTY AUDITOR'S
CERTIFICATE AS TO
REGISTRATION WHERE NO AD
VALOREM TAX LEVY
I, the undersigned County Auditor of Anoka County, Minnesota, hereby certify that a
resolution adopted by the City Council of the City of Lino Lakes, Minnesota, on November 24,
2003, relating to General Obligation Improvement and Refunding Bonds, Series 2003A, in the
amount of $2,090,000, dated December 1, 2003, has been filed in my office and said obligations
have been registered on the register of obligations in my office.
WITNESS My hand and official seal this day of , 2003.
County Auditor
Anoka County, Minnesota
(SEAL)
By
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Deputy
ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$4,685,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996A
CITY OF LINO LAKES
ANOKA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Lino Lakes,
Anoka County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1, 2004
all outstanding bonds of the City designated as General Obligation Improvement Bonds, Series
1996A, dated October 1, 1996, having stated maturity dates of February 1 in the years 2005 through
2007, both inclusive, totaling $1,170,000 in principal amount, and with the following CUSIP
numbers:
Year Amount CUSIP
2005 $395,000 536060 DG8
2006 390,000 536060 DH6
2007 385,000 536060 DJ2
The bonds are being called at a price of par plus accrued interest to February 1, 2004, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo
Bank Minnesota, N.A., in the City of Minneapolis, Minnesota (formerly known as Norwest Bank
Minnesota, National Association) on or before February 1, 2004, at the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
Minneapolis, MN 55479-0113
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other
financial institution.
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The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: November 24, 2003.
BY ORDER OF THE CITY COUNCIL
By /s/ Linda Waite Smith
City Administrator
City of Lino Lakes, Minnesota
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