HomeMy WebLinkAboutResolution 2010-058CERTIFICATION OF MINUTES RELATING TO
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS,
SERIES 2010B
Issuer: City of Lake Elmo, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held October 19, 2010, at
7:00 p.m., at City Hall, Lake Elmo, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 2010-058
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,975,000 GENERAL OBLIGATION CAPITAL
IMPROVEMENT PLAN REFUNDING BONDS,, SERIES 2010B
I, the undersigned, being the duly qualified and acting recording officer of the
public corporation issuing the bonds referred to in the title of this certificate, certify that
the documents attached hereto, as described above, have been carefully compared with
the original records of said corporation in my legal custody, from which they have been
transcribed; that said documents are a correct and complete transcript of the minutes of a
meeting of the governing body of said corporation, and correct and complete copies of all
resolutions and other actions taken and of all documents approved by the governing body
at said meeting, so far as they relate to said bonds; and that said meeting was duly held
by the governing body at the time and place and was attended throughout by the members
indicated above, pursuant to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer on October _, 2010.
City Administrator
Councilmember introduced the following resolution and moved its
adoption, which motion was seconded by Councilmernber
RESOLUTION NO. Do k o -- .63
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,975,000 GENERAL OBLIGATION CAPITAL
IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2010B
BE IT RESOLVED by the City Council (the "Council") of the City of Lake Elmo,
Minnesota (the "City"), as follows:
1.01. Authorization. By a resolution, duly adopted on September 7, 2010, this Council
called for the sale on the date hereof of approximately $3,150,000 aggregate principal amount of
General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B, pursuant to
Minnesota Statutes, Chapter 475, the proceeds of which will be used along with available funds
of the City to refund on February 1, 2013 (the "Crossover Date") the 2014 through 2025
maturities, aggregating $2,845,000 in principal amount, of the City's $4,090,000 General
Obligation Capital Improvement Plan Bonds, Series 2004A, dated November 1, 2004 (the
"Refunded Bonds"). The Crossover Date is the earliest date on which the Refunded Bonds may
be redeemed without payment of premium. It is hereby determined that as of the Crossover
Date, (i) the present value of the debt service on the Bonds, computed to their stated maturity
dates, after deducting any premium, using the yield of the Bonds as the discount rate, plus (ii)
any expenses of the refunding payable from a source other than the proceeds of the Bonds or
investment earnings thereon, is lower by _% (not less than 3 %) than. the present value of
the debt service on the Refunded Bonds, exclusive of any premium, computed to their stated
maturity dates, using the yield of the Bonds as the discount rate. The maximum debt service
payments to become due in any year on all outstanding capital improvement plan bonds of the
City, including the Bonds ($ is less than. 16% of the taxable market value of the
property within the City This Council hereby finds that the general
obligation capital improvement plan bonds may be issued without an election pursuant to
Minnesota Statutes, Section 475.521, subdivision 2.
1.03. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the Council to establish the
form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
SECTION 2. BOND TERMS; REGISTRATION• EXECUTION AND DELIVERY.
2.01. Maturities, Interest Rates Denominations and Payment. The Bonds shall be
originally dated as of November 15, 2010, shall be in the denomination of $5,000 each, or any
integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from date of original issue until paid or duly called
for redemption at the annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate
Year Amount Rate
2014
$135,000 %
2020
2015
150,000
2021
170,000
2016
150,000
2022
175,000
2017
155,000
2023,
180.000
2018
160,000
2024
185,000
-2019
160,000
2025
-190,000
[REVISE MATURITY
SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof shall be payable by check or, draft, issued by
the Registrar, described herein, provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.07 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.02. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.06 and upon any subsequent transfer or exchange pursuant to Section 2,05, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on February I and August 1, commencing August 1, 2011, each such
date being referred to herein as an Interest Payment Date, to the person in whose name the Bonds
are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on
the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or
not such day is a business day. Interest shall be computed on the basis of a 360-day year
composed of twelve 30-day months.
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principal amount thereof and accrued interest to the date of redemption. The City Administrator
shall cause notice of the call for redemption thereof to be published if and as required by law,
and at least thirty and not more than 60 days prior to the designated redemption date, shall cause
notice of call for redemption to be mailed, by first class mail, to the registered holders of any
Bonds to be redeemed at their addresses as they appear on the bond register described in Section
2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the
validity of proceedings -for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear. interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,
representing the remaining principal amount outstanding.
F111P All& 0
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ITAk 0MUMMMIJIM MOUTEORM •
[Bonds maturing on February 1, 20 and 20 (the Tenn Bonds) shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
2.04 at a, redemption price equal to the stated principal amount thereof plus interest accrued
thereon to the redemption date, without premium. The Registrar shall select for redemption, by
lot or other --mariner deemed fair, on February 1 in each of f-'k.-- -follovdin- years the following
stated principal amounts of such Bonds:
Term Bonds MaturinglSbruar 1,20—
The remaining $_
maturity on February 1, 20
Year Principal Amount
Term Bonds Mqjgdag-E!gbruary 1 20
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on February 1, 20 _
Notice of redemption shall be given as provided in the preceding paragraph.]
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2.04. Appointment of Initial Registrar. The City hereby appoints Northland Trust
Services, Inc., Minneapolis, Minnesota, as the initial bond registrar, transfer agent and paying
agent (the "Registrar"). The Mayor and 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
organized under the laws of the United States or one of the states of the United States and
authorized by law to conduct such business, such corporation.:shall be authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove the Registrar,
effective upon not less than thirty days' written. notice and upon the appointment and acceptance
of a successor Registrar, in which event the predecessor Registrar shall deliver -all.cash and
Bonds in its possession to the successor Registrar and shall deliver the Bond Register to the
successor Registrar.
2.05. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) R qg ister. The Registrar shall keep at its principal corporate trust office a bond
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register in which the Registrar shall provide for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred-or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
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 such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall 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. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall 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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(0 Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be 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 all payments made to any registered owner or upon the owner's order shall
be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the
sum or sums so paid.
(g) Taxesg Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax,' fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lostg Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any 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, sWbstance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall 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 shall not be necessary to issue a
new Bond prior to payment
(i) AuthenticatingAgent, The Registrar is hereby designated authenticating agent
for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1,
as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.06. Execution. Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Administrator and shall be executed on behalf of the City by'the signatures
of the Mayor and City Administrator, provided that the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had remained in office until delivery. Notwithstanding such
execution, no Bond shall 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
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duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have been prepared,
executed and authenticated, the City Administrator shall deliver them to the Purchaser upon
payment of the purchase price in accordance with the contract of sale heretofore executed, and
the Purchaser shall not be obligated to see to the application of the purchase price.
2.07. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall ean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter'.' shall mean the Representation Letter pursuant to which the
sender agrees to comply with DTC's Operational Arrangements.
(b) = The Bonds shall be initially issued as separately authenticated fully registered bonds,
and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon
initial issuance, the ownership of such Bonds shall be registered in the bond register, in the name
of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee)
as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment
of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners of
Bonds under this resolution, registering the transfer of Bonds, and for all other purposes
whatsoever, and neither the Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City shall have any responsibility or obligation to any Participant,
any person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other person which is not shown on the bond register as being a registered
owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount with respect to
the principal of or interest on the Bonds, with respect to any notice which is permitted or
required to be given to owners of Bonds under this resolution, or with respect to any consent
given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is
registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of
and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede &
Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid
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and effective to fully satisfy and discharge the City's obligations with respect to the principal of
and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC
shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of
the City to make payments of principal and interest. Upon delivery by DTC to the Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph
(e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial Owners
that they be able-to obtain Bonds in the form of bond certificates, the City may notify DTC and
the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of
Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance
with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor or City
Administrator, if not previously filed, is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted under- paragraph (b)
or (c) hereof, such transfer or exchange shall be accomplished upon receipt bythe Registrar of
the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee in accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as
owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions
of this resolution shall also apply to all matters relating thereto, including, without limitation, the
printing of such Bonds in the form of bond certificates and the method of payment of principal of
and interest on such Bonds in the form of bond certificates.
2.08. Form of Bonds. The Bonds shall be prepared in substantially the following form:
=1
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BONDS,
SERIES 2010B
0 M "I,
Rate Maturity Date
Date gf Original _Issue
February 1, 20_ November 15, 2010
0
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THE CITY OF LAKE ELMO, MINNESOTA (the "City "), acknowledges itself to be
indebted and hereby promises to pay to the registered owner named above, or registered assigns,
the principal amount specified above on the maturity date specified above and promises to pay
interest thereon from the date of original issue specified above or from the most recent Interest
Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, at the
annual rate specified above, payable on.February I and August 1 of each year, commencing.
August 1, 2011 (each such date, an "Interest Payment Date "), all subject to the provisions
referred to herein with respect to the redemption of the principal of this Bond before maturity.
The interest so payable on any Interest Payment Date shall be paid 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. Interest hereon shall be computed on the basis of a
360 -day year composed of twelve 30-day months. The interest hereon and, upon presentation
and surrender hereof at the principal office of the Registrar described below, the principal hereof
are payable in lawful money of the United States of America by check or.draft drawn on
Northland Trust Services, Inc; Minneapolis, Minnesota, as bond registrar,: transfer agent and
paying agent, or its successor designated under the Resolution described herein (the "Registrar ")
For the prompt and fall paymentof 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.
This Bond is one of an issue in the aggregate principal amount of $1,975,000 issued
pursuant to a resolution adopted by the City Council on October 19, 2010 (the "Resolution "), to
provide funds together with other available funds of the City, to refund the 2014;1hrough 2025
maturities; aggregating $2,845,000 in principal amount, of the City's $4,090,000 General
Obligation Capital Improvement Plan Bonds, Series 2004A, dated November 1., 2004. This
Bond is issued by authority of and in strict accordance with the provisions of the Constitution
and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section
475.521 and Chapter 475. The Bonds are issuable only in fully registered form, in
denominations of $5,000 or any multiple thereof, of single maturities.
Bonds maturing in 2020 and later years shall be subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity, by lot as selected by the Registrar (or, if applicable, by the bond
depository in accordance with its customary procedures) in multiples of $59000, on February 1,
2019, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The City shall cause notice of the call for redemption thereof
to be published if and as required by law, and at least thirty and not more than 60 days prior to
the designated redemption date, shall cause notice of call for redemption to be mailed, by first
class mail (or, if applicable, provided in accordance with the operational arrangements of the
bond depository), to the registered holders of any Bonds, at the holders' addresses as they appear
on the bond register maintained by the Registrar, but no defect in or failure to give such mailed
notice of redemption shall affect the validity of proceedings for the redemption of any Bond not
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affected by such defect or failure. Official notice of redemption having been given as aforesaid,
the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified and from and after such date (unless the City
shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease
to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to
the owner without charge, representing the remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the years 20 and 20 shall be subject to mandatory
redemption, at a redemption price equal to their principal amount plus interest accrued thereon to
the redemption date, without premium, on February 1 in each of the years shown below, in an
amount equal to the following principal amounts:
Term Bonds Maturing in 20 -- Term Bonds Maturin in 20 --
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
Notice of redemption shall be given as provided in the preceding paragraph.]
The Bonds have been designated as "qualified tax - exempt obligations" pursuant to
Section 265(b) of the Internal Revenue Code of 1956, as amended.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in
the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any
other nominee of The Depository Trust Company or other securities depository, the Registrar
shall pay all principal of and interest on this Bond, and shall give all notices with respect to this
Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of
The Depository Trust Company or other securities depository as agreed to by the City.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
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percent in excess of the principal of and interest on the Bonds when due, and has appropriated
the taxes to its General Obligation Capital Improvement Plan Refunding Bonds, Series 2010B
Bond Fund for the payment of principal and interest; that if necessary for payment of principal
and interest, additional ad valorem taxes are required to be levied upon all taxable property in the
City, without limitation as to rate or amount; and that the issuance of this Bond, together with all
other indebtedness of the City outstanding on the date hereof and on the date of its actual
issuance and delivery, does. not cause the indebtedness of the City to exceed any, constitutional or
statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Lake Elmo, Minnesota, by its City Council, has
caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City
Administrator.
CITY OF LAKE ELMO, MINNESOTA
4Facsimile Si ature�Cty Administrator) {Facsimile Signature- Mayor) -
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered -pursuant .to the Resolution mentioned within..
Dated
NORTHLAND TRUST SERVICES, INC.,
as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full. according to the applicable laws or
regulations:
TEN COM ®- as tenants in common
TEN ENT -® as tenants by the entireties
UTMA ........................... as Custodian for .............
(Cult) (Minor)
under Uniform Transfers to Minors Act ..................
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(State)
JT TEN ®® as joint tenants with right of
survivorship and not as tenants in
common
Additional abbreviations may also be used.
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 enlargement or any
change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements
of the Registrar, which requirements include
membership or participation in STAMP or such
other "signature guaranty program" as may be
determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
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SECTION 3. USE OF PROCEEDS. Upon payment for the Bonds by the Purchaser, the
Registrar shall deposit the proceeds of the Bonds and certain amounts with respect to the
Refunded Bonds in accordance with the Escrow Agreement dated as of November 1, 2010 (the
"Escrow Agreement"), between the City and Northland Trust Services, Inc., as escrow agent (the
"Escrow Agent"). The funds so deposited with respect to the refunding of the Refunded Bonds
shall be invested in securities authorized for such purpose by Minnesota Statutes, Section 475.67,
subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide
funds sufficient, with cash retained in the escrow account, to pay all interest to become due on
the Bonds to and including the Crossover Date and to pay and redeem the outstanding principal
of the Refunded Bonds on the Crossover Date (and the amounts in such account are, irrevocably
appropriated to such purposes). The Mayor and City Administrator are hereby authorized to
enter into the Escrow Agreement with the Escrow Agent establishing the terms and conditions
for the escrow account in accordance with Minnesota Statutes, Section 475.67.
SECTION 4. GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING
BONDS, SERIES 2010B BOND FUND. The Bonds shall be payable from a separate General
Obligation Capital Improvement Plan Refunding Bonds, Series 2010B Bond Fund (the "Bond
Fund") of the City, which Bond Fund the City agrees to maintain until the Bonds have been paid
in full. If the money in the Bond Fund should at any time be insufficient to pay principal and
interest due on the Bonds, such amounts shall be paid from other moneys on hand in other funds
of the City, which other funds shall be reimbursed therefor when sufficient money becomes
available in the Bond Fund. The moneys on hand in the Bond Fund from time to time shall be
used only to pay the principal of and interest on the Bonds. Into the Bond Fund shall be paid:
(a) the amounts appropriated thereto pursuant to the Escrow Agreement; (b) all receipts of
principal and interest on the investments held in the escrow account established pursuant to
Section 3 to and including the Crossover Date (other than the sum of $2,845,000 received from
maturing investments on the Crossover Date to be used to retire the Refunded Bonds); (c) all
taxes collected pursuant to Section 5; and (d) any other funds appropriated by the Council for the
payment of the Bonds.
Levy Years
Collection Years Amount
See attached Schedule I
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided
that the City reserves the right and power to reduce the tax levies from other legally available
funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.
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SECTION 6. BOND FUND BALANCE RESTRICTION. In order to ensure compliance with
the Internal Revenue Code of 1986, as amended (the "Code "), and applicable Treasury
Regulations thereunder (the "Regulations "), upon allocation of any fiends to the Bond Fund, the
balance then on hand in the Fund shall be ascertained. If it exceeds the amount of principal and
interest on the Bonds to become due and payable through February 1 next following, plus a
reasonable carryover equal to 1112th of the debt service due in the following bond year, the
excess shall (unless an opinion is otherwise received from bond counsel) be used to: prepay the
Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in
accordance with Section 148 of the Code.
SECTION 7. DEFEASANCE: When all of the Bonds have been discharged, as provided in this
section, all pledges, covenants and other rights granted by this resolution to the registered owners
of the Bonds shall cease. The City may discharge its obligations with respect to any 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; -or, 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 from the due date to the date of such deposit. The City may also at any
time discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
bank or trust company qualified by law as an escrow agent for this purpose; cash or securities
which are authorized by law to be so deposited, bearing interest payable at such time and at such
rates and maturing or callable at the holder's option on such dates as: shall -be required to pay all
principal and interest to become due thereon to maturity, provided, however, that -if such deposit
is made more than ninety days before the maturity date of the Bonds to be discharged, the City
shall have received a written opinion of Bond Counsel to the effect that such deposit does not
adversely affect the exemption of interest on any Bonds from federal income taxation and a
written report of an accountant or investment banking firm verifying-that the deposit is sufficient
to pay when due all of the principal and interest on the Bonds to be discharged on and before
their maturity dates.
SECTION 8 TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. Covenant. The City covenants and agrees with the owners 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 includable in gross income of the
recipient under the Code and applicable Regulations, and covenants to take any and all
affirmative actions within its powers to ensure that the interest on the Bonds will not become
includable in gross income -ofthe recipient under the Code and applicable Regulations. The City
represents and covenants that all improvements financed from the proceeds of the Refunded
Bonds are and will be owned and operated by the City and available for use by members of the
general public on a substantially equal basis. The City has not and will not enter into any lease,
management contract, operating agreement, use agreement or other contract relating to the use,
operation or maintenance of the Project or any part thereof which would cause the Bonds to be
considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code.
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8.02. ALb-it-ra-ge Certification. The Mayor and City Administrator being the officers of
the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code and applicable Regulations, stating that on the basis of
facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it
is reasonably expected that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds" within the meaning of the Code and the applicable
Regulations.
8.03. The Bonds are hereby designated as "qualified
tax - exempt obligations" for purposes of Section 265(b)(3) of the Code relating -tothe
disallowance of interest expense for financial institutions, and the City hereby finds that the
reasonably anticipated amount of tax-exempt governmental obligations which will be issued by
the City and all subordinate entities during calendar year 2010 does not exceed $30,000,000.
8.04. Arbitrage Rebate Exemption. For purposes of complying with the requirements of
Section 148(f)(4)(D) of the Code relating to,the exemption of certain small governmental units
from the rebate_ requirements of the Code, the City represents that:
(i) the City is a governmental unit with general taxing powers;
(ii)- the Refunded Bonds qualified for the exception from arbitrage rebate
provided by Section of the Code;
(iii) the aggregate face amount of all tax-exempt bonds (other than private
activity bonds) issued by the City in the calendar year in which the Bonds
are to bel issued -is not reasonably expected to exceed, $5,000,000;
(iv) the average maturity of the Bonds years) -does not exceed the
remaining average maturity of the Refunded Bonds (_ years); and
(v) no Bond has a maturity date which is later than 30 years after the date the
Refunded Bonds were issued.
Therefore, pursuant to the provisions of Section 148(f)(4)(D) of the Code.. the City shall not be
required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of
Section 148(f) of the Code.
If notwithstanding the provisions of the immediately preceding paragraph, the arbitrage
rebate provisions of Section 148(f) of the Code apply to the Bonds, the City hereby covenants
and agrees to make the determinations, retain records and rebate to the United States the amounts
at the times and in the manner required by said Section 148(f) and applicable Regulations.
8.05, Redemption of Refunded Bonds. The City Administrator is hereby directed to
advise Northland Trust Services, Inc., as paying agent for the Refunded Bonds, to call the
Refunded Bonds for redemption and prepayment on the Crossover Date and to give notice of
redemption in accordance with the resolution authorizing the issuance of the Refunded Bonds.
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8.06. Continuimz Disclosure.
(a) To provide for the public availability of certain information relating to the Bonds
and the security therefor and to permit the Purchaser and other participating underwriters in the
primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the
SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the Rule), which will
enhance the marketability of the Bonds, the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the
meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made. The City has complied in all material respects with any undertaking
previously entered into by it under the Rule. If the City fails to comply with any provisions of
this section, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may
take whatever action at law or in equity may appear necessary or appropriate to enforce
performance and.observance of any agreement or covenant contained in this,section, including
an action for a writ of mandamus or specific performance. Direct, indirect, consequential and
punitive damages shall not be recoverable for any default hereunder to the extent permitted by
law. Notwithstanding anything to the contrary contained herein, in no event shall a default under
this section constitute a default under the Bonds or under any other provision of this resolution.
As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner
or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial
Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar
evidence of such beneficial ownership in form and substance reasonably satisfactory to the
Registrar. As used herein, Beneficial Ownermeans, in respect of a Bond, any person.or entity
which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, such Bond (including persons or entities holding Bonds through nominees,
depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal
income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2010, the following financial information and
operating data in respect of the City (the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and cash flows for the fiscal year then ended, showing
in comparative form such figures for the preceding fiscal year of the City,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governrnental accounting standards promulgated by the
Governmental Accounting Standards Board or as other-wise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
15
financial statements have not been prepared in accordance with. such generally
accepted accounting principles for reasons beyond the reasonable control of the
City, noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings:
Economic and Financial Information, Summary of Debt and Debt Statistics,
General Information — "Major Employers" and "Building Permits."
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from, other documents, including official statements, which have been submitted
to each of the repositories-hereinafter referred to under subsection (c) or the SEC. . Ifthe
document incorporated by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board (the "MSRB"). The City shall clearly—identify—in the
Disclosure -Information each document so incorporated by reference. If any part, of the
Disclosure Information can no longer be generated because the operations of the City have
materially changed or been discontinued, such Disclosure Information need -no:longer be ,
provided if the City includes in the Disclosure Information a statement to such effect, provided,
however, if such operations have been replaced by other City operations in respect of which data
is not included in-the Disclosure Information and the City determines thateerLain specified data
regardin 9 such replacement operations would be a Material Fact (as defined in paragraph (2)
hereof), then, from and after such determination, the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Information is
changed. or this section is amended as permitted by this paragraph - (b)(1) or subsection (d), then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
(2) In a timely manner, notice of the occurrence of any of the following events which is
a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties,
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
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(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities;
and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to:buy, hold or sell a
Bond or, if not disclosed, would significantly alter the total information otherwise available to an
investor from the Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event
that would be -deemed material for purposes of the purchase ' holding or sale of a Bond within the
meaning of applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
(3) Ina timely. manner, notice of the occurrence of any of the following events. or
conditions:
(A) the failure of the City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a -copy of such amendment or supplement and any explanation
provided by the:City under subsection (d)(2);
(C) the termination of-the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared;
and
(E) any change in the fiscal year of the City.,
(c) Manner of Disclosure. The City agrees to make available the information described
in subsection (b) to the.following entities by telecopy, overnight delivery, xaail or other means, as
appropriate:
(1) the information described in paragraphs (1), (2) and (3) of subsection (b), to the
MSRB through EMMA;
(2) the information described in ' subsection (b), to any rating agency then maintaining a
rating of the Bonds at the request of the City and, at the expense of such Bondowner,
to any Bondowner who requests in writing such information, at the time of
transmission under paragraph (1) of this subsection, or, if such information is
transmitted with a subsequent time of release, at the time such information is to be
released;
(3) all documents provided to the MS RB shall be accompanied by identifying
information as prescribed by the MS R13.
Mil
(d) Term; Amendments Intert�retation.
(1) The covenants of the City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence, however, the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934; as amended, or any statutes or laws successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds, by a
resolution of this Council filed yin the office of the recording officer of the City
accompanied by an opinion of Bond Counsel, who may rely on certificates of the
City and.others and the opinion may be subject to customary qualifications, to the
effect that: (i) such amendment or supplement (a) is made in connection with a
change in circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5)
of the Rule; (ii) this section as so amended or supplemented wouldhave: complied
with the requirements of paragraph (b)(5) of the Rule at the time of the primary
offering of the Bonds, giving effect to any change in circumstances applicable under
clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the
amendment or supplement was in effect at the time of the primary offering; and (iii)
such amendment or supplement does not materially impair the interests of the
Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and. the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration and Levy ofTaxes. The City Administrator is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Washington County
and obtain a certificate that the Bonds and the taxes levied pursuant hereto have been duly
entered upon the Auditor's bond register.
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9.02. Authentication of Transcript. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney
LLP, Bond Counsel, certified copies of all proceedings and records relating to the Bonds and
such other affidavits, certificates and information as may be required to show the facts relating to
the legality and marketability of the Bonds, as the same appear from the books and records in
their custody and _control or as otherwise known to them, and-all such certified copies, affidavits
and certificates, including any heretofore furnished, shall be deemed representations of the City
as to the correctness of all statements contained therein.
9.03. Official Statement. The Preliminary Official Statement relating to the Bonds,
dated October 13, 2010, prepared and distributed by Northland Securities, Inc., is hereby
approved. Northland Securities, Inc. is hereby authorized on behalf of the City to prepare and
deliver within seven business days from the date hereof a final Official Statement listing the
offering price, the interest rates, selling compensation, delivery ydate, the underwriters and -such
other information relating to the Bonds required to be included in the Official Statement by Rule
15c2 -12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of the City
are hereby authorized and directed to execute such certificates as may be appropriate concerning
the accuracy, completeness and sufficiency of the Official Statement.
Upon vote being taken thereon the following voted in favor thereof:
and the following voted against the same,
whereupon the resolution was declared duly passed and adopted.
1K
SCHEDULE I
LEVY CALCULATION
IN
o ., # 1
The undersigned, being the duly qualified and acting Washington County Auditor, hereby
certifies that there has been filed in my office a certified copy of a resolution duly adopted on
October 19, 2010, by the City Council of the City of Lake Elmo, Minnesota, setting forth the
form and details of an issue of $1,975,000 General Obligation Capital Improvement Plan
Refunding Bonds, Series 2010B, dated as of November 15, 2010, and levying taxes for the
payment thereof.
I further certify that the issue has been entered _on_my bond register and the tax required
by law for their payment has been levied and filed as required by Minnesota Statutes, Sections
475.61 to 475.63.
WITNESS my hand and official seal this day of _ 2010.
County Auditor
(SEAL)