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4.0. SR 09-07-1993 A.( -\.( ( l! fill River ITEM 4. TO: FROM: MAYOR & CITY COUNCIL LORI JOHNSON, FINANCE DIRECTOR~~ DATE: SEPTEMBER 1, 1993 SUBJECT: AWARDING SALE OF $3,525,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BOND SERIES 1993B On August 16th, the City Council approved a resolution authorizing the sale of a $3,525,000 General Obligation Permanent Improvement Revolving Fund Bond. Springsted, Inc., is accepting bids until 11:00 a.m., Tuesday, September 7th. David Drown of Springsted, Inc., will be at Tuesday's meeting to present the results of the bid opening. At Monday's meeting the City Council is asked to adopt the attached resolution which awards the sale. e Als~ attached for your review is a copy of the official statement relating to this bond issue. The official statement contains a lot of interesting information on the City such as property value, debt, cash balance, building permit, major employer, labor force, and recent development information. An official statement is prepared each time the City issues debt. This is the document that the underwriters review when gathering information for a potential purchase of one of the City's bonds. Finally, for your information, I have received a letter from First National Bank of Elk River indicating that the bank has made a commitment to issue a Letter of Credit for approximately $474,500 for the Mississippi Oaks Improvement Project. e P.O. Box 490 · 13065 Orono Parkway · Elk River, MN 55330 · (612) 441-7420 · Fax: (612) 441-7425 ] ~~ SPRINGSTED PUBLIC FINANCE ADVISORS . Home Office 85 East Seventh Place Suite 100 Saint Paul, MN 55101-2143 (612) 223-3000 Fax: (612) 223-3002 120 South Sixth Street SUite 2507 Minneapolis, MN 55402-1800 (612) 333-9177 Fax: (612) 349-5230 16655 West Bluemound Road Suite 290 Brookfield, WI 53005-5935 (414) 782-8222 Fax: (414) 782-2904 6800 College Boulevard SUite 600 Overland Park, KS 66211-1533 (913) 345-8062 Fax: (913) 345-1770 1800 K Street NW SUite 831 Washington, DC 20006-2200 (202) 466-3344 Fax: (202) 223-1362 $3,525,000 CITY OF ELK RIVER, MINNESOTA GENERAL OBUGATlON PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 1993B AWARD: SALE: FBS INVESTMENT SERVICES, INC. DAIN BOSWORTH INCORPORATED ..And Associates- September 7, 1993 Moody's Rating: Baa1 Bidder "S INVESTMENT SERVICES, INC. ~IN BOSWORTH INCORPORATED Dougherty, Dawkins, Strand & Bigelow, Incorporated National City Bank First National Bank of Elk River NORWEST INVESTMENT SERVICES, INC. MERRILL LYNCH & CO. American National Bank Saint Paul e Interest Rates 2.75% 1995 3.00% 1996 3.25% 1997 3.45% 1998 3.65% 1999 3.80% 2000 4.00% 2001 4.15% 2002 4.30% 2003 4.50% 2004 4.70% 2005 4.90% 2006 5..00% 2007 5.10% 2008 5.20% 2009 2.80% 1995 3.00% 1996 3.20% 1997 3.40% 1998 3.55% 1999 3.70% 2000 3.90% 2001 4.10% 2002 4.30% 2003 4.45% 2004 4.65% 2005 4.85% 2006 5.00% 2007 5.05% 2008 5.10% 2009 Net Interest True Interest Cost Rate $959,184.17 4.2999% Price $3,498,562.50 $3,479,045.00 $967,881.67 4.3579% (Continued) 1 Intereat Net Interest ,) True Intereat Bidder Rates Price Coat Rate GRIFFIN, KUBIK, STEPHENS & 3.30% 1995-1996 $3,479,045.00 $964,917.93 4.358t. THOMPSON, INC. 3.375% 1997 3.50% 1998 3.70% 1999 3.80% 2000 4.00% 2001 4.10% 2002 4.25% 2003 4.40% 2004 4.50% 2005 4.60% 2006 4.70% 2007 4.80% 2008 4.90% 2009 GEORGE K BAUM & COMPANY 3.00% 1995 $3,479,175.00 $965,560.00 4.3618% 3.20% 1996 3.40% 1997 3.60% 1998 3.70% 1999 3.90% 2000 4.00% 2001 4.20% 2002 4.30% 2003 4.40% 2004 4.60% 2005 e 4.70% 2006-2009 CLAYTON BROWN & ASSOCIATES, 3.30% 1995-1996 $3,479,294.50 $970,695.92 4.3813% INCORPORATED 3.375% 1997 3.40% 1998 3.60% 1999 3.80% 2000 4.00% 2001 4.125% 2002 4.30% 2003 4.40% 2004 4.625% 2005 4.75% 2006 4.875% 2007-2009 LEHMAN BROTHERS 3.00% 1995 $3,479,175.00 $914,774.17 4.3951 % PAINEWEBBER INCORPORATED 3.10% 1996 PRUDENTIAL SECURITIES, INC. 3.35% 1997 DEAN WlTIER REYNOLDS INCORPORATED 3.50% 1998 Mabon, Nugent & Co. 3.70% 1999 3.85% 2000 4.00% 2001 4.10% 2002 4.30% 2003 4.50% 2004 4.60% 2005 e 4.75% 2006 4.90% 2007 5.00% 2008-2009 (Continued) Bidder Price ~IPER JAFFRAY INC. ~uran & Moody, Incorporated John G. Kinnard & Company Incorporated CRONIN & COMPANY, INCORPORATED e KEMPER SECURITIES, INC. e Interest Rates Net Interest True Interest Cost Rate 3.40% 1995.1998 3.60% 1999 3.80% 2000 4.00% 2001 4.10% 2002 4.25% 2003 4.40% 2004 4.60% 2005 4.75% 2006 4.90% 2007 5.05% 2008 5.15% 2009 $3,480,350.70 $977,120.97 4.4070% 3.00% 1995 3.20% 1996 3.40% 1997 3.60% 1998 3.75% 1999 3.90% 2000 4.10% 2001 4.30% 2002 4.50% 2003 4.70% 2004 4.90% 2005 5.00% 2006 5.10% 2007 5.20% 2008 5.25% 2009 $3,496,588.50 $993,203.17 4.4559% 3.625% 1995.1998 3.90% 1999 4.00% 2000 4.20% 2001 4.30% 2002 4.40% 2003 4.50% 2004 4.70% 2005 4.80% 2006 4.90% 2007 5.00% 2008 5.125% 2009 $3,479,045.00 $1,007,929.17 4.5543% (Continued) Bidder Interest Rates Price Net Interest True Interest · Cost Rate FIRSTAR BANK MILWAUKEE, N.A. 3.00% 1995 3.30% 1996 3.70% 1997 3.85% 1998 4.10% 1999 4.30% 2000 4.40% 2001 4.50% 2002 4.60% 2003 4.75% 2004 4.90% 2005 5.00% 2006 5.05% 2007 5.10% 2008 5.15% 2009 $3,497,681.25 $1,018,n2.92 4.578$_ --------..;......_-------------------------------------------------------------------------~..--------~-..-.------- These Bonds are being reoffered at par. BBI: 5.35 Average Maturity: 6.28 Years e e e e e EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ELK RIVER, MINNESOTA Pursuant to due call and notice thereof, a special meeting of the City Council of the City of Elk River, Minnesota, was duly held in the Elk River City Hall on September 7, 1993, commencing at 4:30 p.m., C.T. The following Councilmembers were present: and the following were absent: *** *** *** The Mayor announced that the meeting was convened in part for the consideration of the bids which had been received for the purchase of the City's $3,525,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 1993B, as offered for sale. There was then presented a tabulation of the offers which had been received in the manner specified in the Terms of Proposal for the Bonds. The offers were as follows: ~ ing Resolution and moved its adoption: RESOLUTION NO. 93- introduced the follow- RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF THE CITY'S $3,525,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 1993B e BE IT RESOLVED by the City Council (the "Council") of the City of Elk River, Minnesota (the "City"), as follows: 1. Recitals. It is hereby determined: (a) The (i) assessable public improvement projects (the "Assessment Improvements") and (ii) the municipal water system public improvements (the "Water system Improvements") referenced in paragraph l(a) of the Council's resolution relating to the Bonds adopted on August 16, 1993 (all of said improvements being sometimes referred to in this Resolution, collectively, as the "Improvements"), have been duly ordered by the City and have been constructed by the City or will be constructed under contracts which the City has or will let therefor, all pursuant to and in accordance with the applicable provisions of Minnesota Statutes, Chapter 429 and/or Section 444.075. (b) It is necessary and expedient to the sound financial management of the affairs of the City that the City issue its bonds in the aggregate principal amount of $3,525,000 pursuant to Minnesota Statutes, Chapters 475 and 429 (including particularly Section 429.091, Subdivision 7a, thereof), to provide financing for the Improvements; and, as hereinafter further described as to maturity, $2,400,000 of the principal of said bonds (the "Series 1993B Improvement Bonds") are being issued to finance the Assessment Improvements, and the remaining $1,125,000 of the principal of said bonds (the "Series 1993B Water Revenue Bonds") are being issued to finance the Water System Improvements. e (c) The Assessment Improvements and all their components have been ordered on or prior to the date hereof, after a hearing thereon (except where 246005 3 not required by law) for which mailed and published notice was duly given as required by law describing the Assessment Improvements and all their components by general nature, estimated cost, and area to be assessed. 2. AcceDtance of Offer. The offer of (the "Purchaser") to purchase the City's $3,525,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 1993B (the "Bonds"), is hereby accepted, such bid being to purchase the Bonds at a price of $ plus accrued interest to date of delivery, the Bonds to bear interest, to mature in the years and amounts, and to be subject to such other terms and conditions as hereinafter provided. The sum of $ , being the amount bid in excess of $3,479,045, shall be credited to the Debt Service Account hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser pending completion of the sale and delivery of the Bonds and to return the checks of the unsuccessful bidders forthwith. e 3. Title: Original Issue Date: Denominations: Maturities. The Bonds shall be titled "General Obligation Permanent Improvement Revolving Fund Bonds, Series 1993B," shall be dated October 1, 1993, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds shall mature on February 1 in the years and amounts (Which amounts are hereby allocated to and between the Series 1993B Improvement Bonds and the Series 1993B Water Revenue Bonds, respectively) as follows: e ~ Amount 1995 $ 390,000 1996 535,000 1997 535,000 1998 205,000 1999 110,000 2000 235,000 2001 245,000 2002 255,000 2003 260,000 2004 280,000 2005 85,000 2006 90,000 2007 95,000 2008 100,000 2009 105.000 $3,525,000 e 246005 Series 1993B ImDrovement Bonds Series 1993B Water Revenue Bonds $ 350,000 475,000 475,000 145,000 45,000 170,000 175,000 180,000 185,000 200,000 $ 40,000 60,000 60,000 60,000 65,000 65,000 70,000 75,000 75,000 80,000 85,000 90,000 95,000 100,000 105.000 $2,400,000 $1,125,000 4 e e e 4. PurDose. The Bonds shall provide funds to finance the Improvements. The total cost of the Improvements, which shall include all costs enumerated in Minnesota statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Improvements shall proceed with due diligence to completion. 5. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest PaYment Date"), commencing August 1, 1994, calculated on the basis of a 360-day year consisting of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years, as follows: Maturity Year Maturity Year Interest Rate Interest Rate 1995 1996 1997 1998 1999 2000 2001 2002 % % 2003 2004 2005 2006 2007 2008 2009 6. RedemDtion. All Bonds maturing after February 1, 2003, shall be subject to redemption and prepaYment at the option of the City on said date and on any date thereafter at a price of par plus accrued interest to date of redemption. Redemption may be in whole or in part of the Bonds subject to prepaYment. If redemption is in part, the City shall determine the amount of Bonds of each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepaYment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Published notice of redemption shall be given if and to the extent required by applicable law, and mailed notice of redemption shall be given to the paying agent and to each affected registered owner of the Bonds. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar, prior to giving notice of redemption, shall assign to each Bond of that maturity a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many 246005 5 e e e numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City or Bond Registrar duly executed by the registered owner thereof or by the registered owner's attorney, duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the registered owner of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such registered owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 7. Bond Registrar. , in , Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. The principal of and interest on the Bonds shall be paid to the registered owners (or record owners) of the Bonds in the manner set forth in the form of Bond and paragraph 13 of this Resolution. 8. Form of Bond. The Bonds, together with the Bond Registrar's certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 246005 6 . e e UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER R- $ GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BOND, SERIES 1993B INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP October 1, 1993 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Elk River, Sherburne County, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above on the maturity date specified above, unless duly called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest PaYment Date"), commencing August 1, 1994, at the rate per annum specified above (calculated on the basis of a 360-day year consisting of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest PaYment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar"), acting as paying agent, or at the principal office of any successor paying agent duly appointed by the City. Interest on this Bond will be paid on each Interest PaYment Date by check or draft mailed to the person in whose name this Bond is registered (the "Registered Owner") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month preceding such Interest PaYment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Registered Owner hereof as of the Regular Record Date, and shall be payable to the person that is the 246005 7 e e e Registered Owner hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Registered Owners not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to have happened and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed in regular and due form, time and manner as required by law, and that this Bond, together with all other indebtedness of the City outstanding on the date of original issue hereof and the date of its actual issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by its City council, has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its City Administrator; has caused the corporate seal of the City to be intentionally omitted herefrom, as permitted by law; and has caused this Bond to be executed manually by the Bond Registrar, acting as the City's duly appointed authenticating agent for the Bonds. 2~5 8 . e . Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CERTIFICATE OF CITY OF ELK RIVER, SHERBURNE COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Isl Facsimile Mayor Isl Facsimile City Administrator Bond Registrar By Isl Manual Authorized Signature ON REVERSE OF BOND I hereby certify that the foregoing is a full, true, and correct copy of the legal opinion executed by the above-named attorneys, except as to the dating thereof, which opinion has been handed to me for filing in my office prior to the time of delivery of the Bonds. (facsimile sianaturel City Clerk City of Elk River, Minnesota 246005 9 e e e Redemotion. All Bonds of this issue maturing after February 1, 2003, are subject to redemption and prepayment at the option of the City on said date and on any date thereafter at a price of par plus accrued interest to date of redemption. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the City shall determine the amount of Bonds of each maturity to be prepaid; and if only part of the Bonds having a common maturity date are called for prepayment, the Bonds of that maturity to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Published notice of redemption shall be given if and to the extent required by applicable law, and mailed notice of redemption shall be given to the paying agent and to each affected registered owner of the Bonds. Selection of Bonds for Redemption: Partial RedemDtion. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond of that maturity a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City or Bond Registrar duly executed by the registered owner thereof or the registered owner's attorney duly authorized in writing), and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the registered owner of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such registered owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: PurDose: General Obligation. This Bond is one of an issue in the total principal amount of $3,525,000, all of like date of original issue and tenor, except as to registration number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and 246005 10 e e e in full conformity with the Constitution and laws of the state of Minnesota and pursuant to a resolution adopted by the City Council on September 7, 1993 (the "Resolution"), for the purpose of providing money to finance certain costs of public improvements within the city in connection with the operation and funding of the City'S Permanent Improvement ReVOlving Fund established and maintained pursuant to Minnesota Statutes, Section 429.091, Subdivision 7a. This Bond constitutes a general obligation of the City, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. Denominations: Exchanqe: Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Registered Owner in person or by the Registered Owner's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City contained in any agreement with the Bond Registrar. Thereupon the City shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. F~es UDon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Reqistered Owners. The City and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving 246005 11 e e e payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax-ExemDt Obliaations. The Bonds have been designated by the City as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. ABBREVIATIONS 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 applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of and not as tenants in common UTMA - as custodian for survivorship (CUst) under the (Minor) Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 246005 12 e e e ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. as Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or by any other "Eligible Guarantor Institution," as defined in 17 CFR 240.17 Ad-15(a) (2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 246005 13 e e e 9. Execution: Temporary Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and City Administrator and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed facsimile; and provided further that both of such signatures may be printed facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 10. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is October 1, 1993. The certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. The City Clerk shall obtain a copy of the proposed approving legal opinion of bond counsel, Briggs and Morgan, Professional Association, st. Paul, Minnesota, which shall be complete except as to dating thereof, shall cause such opinion to be filed in the offices of the City, and shall cause said opinion to be printed on each of the Bonds, together with a certificate to be signed by the facsimile signature of the City Clerk in 246005 14 e substantially the form set forth in the foregoing form of the Bonds. 11. Reaistration: Transfer: Exchanae. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 10) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. e At the option of the registered owner thereof, Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the registered owner making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the city. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid obligations of the City evidencing the same debt, and entitled to the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof or the registered owner's attorney duly authorized in writing. e 246005 15 e The Bond Registrar may require paYment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regula- tions of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and paYment dates. 12. Riqhts UDon Transfer or Exchanqe. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. e 13. Interest Pavment: Record Date. Interest on any Bond shall be paid on each Interest PaYment Date by check or draft mailed to the person in whose name the Bond is registered on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month preceding such Interest PaYment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the registered owner thereof as of the Regular Record Date, and shall be payable to the person who is the registered owner thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for paYment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the registered owners not less than ten (10) days prior to the Special Record Date. 14. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving paYment of principal of and premium, if any, and interest (subject to the paYment provisions in paragraph 13 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. 15. Delivery: ADDlication of Proceeds. The Bonds when so prepared and executed shall be delivered by the City Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. e 246005 16 e e e 16. Permanent ImDrovement Revolvinq Fund: Accounts Therein. The City hereby establishes its Permanent Improvement Revolving Fund (the "Fund"), which the City hereby covenants that it will continue to maintain as a "revolving fund," within the meaning of Minnesota statutes, section 429.091, Subdivision 7a (as the same may be amended or supplemented, the "Subdivision"), throughout the term of the Bonds and any additional bonds or similar obligations (the "Additional Bonds") which may be issued with respect to the Fund as "revolving fund bonds" under the Subdivision (including refunding obligations permitted thereby). The Fund shall continue to be held and administered by the City as a bookkeeping account separate and apart from all other funds maintained in the City's official financial records. Pursuant to the SUbdivision, there is hereby established, and there shall continue to be maintained, within the Fund two separate accounts designated as the "Construction Account" and the "Debt Service Account," respectively. In accordance with the Subdivision, the Construction Account is intended for the payment, in whole or in part, of the costs (1) of "improvements" (as defined in Minnesota Statutes, Chapter 429) designated by the City for funding therefrom for which at least 20% of the costs thereof are to be assessed against benefitted properties; (2) of water works, sewer system, or storm sewer system improvements described in Minnesota Statutes, section 444.075; and/or (3) of such other improvements as may be permitted in accordance with the terms of the Subdivision (collectively, the "Revolving Fund Improvements"). within the Construction Account there is hereby established and shall be maintained a separate subaccount designated as "General Subaccount," into which all monies allocated thereto from time to time shall be deposited and maintained, together with earnings thereon. Funds of the type described in the Subdivision as being eligible for deposit in the Construction Account, including special assessments from any improvement which are not pledged to and needed for other purposes, shall be deposited into the General Account in such amounts and at such times as the councilor the City Finance Director may determine. No monies in the General Subaccount shall be transferred to the Debt Service Account or otherwise used to pay debt service on the Bonds or any Additional Bonds. No proceeds of the Bonds or of any issue of Additional Bonds shall be deposited into the General Subaccount; such proceeds shall instead be deposited and maintained in separate subaccounts, respectively, of the Construction Account and disbursed therefrom for the purpose of each such issue. Accordingly, with respect to the Bonds, within the Construction Account there is hereby established a separate subaccount designated as the "$3,525,000 General Obligation 246005 17 e e e Permanent Improvement Revolving Fund Bonds, Series 1993B, Construction Subaccount (the "1993B Construction Subaccount"). (i) 1993B Construction Subaccount. To the 1993B Construction Subaccount there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the Bonds in excess of $3,479,045. From the funds on hand in the 1993B Construction Subaccount (including any earnings thereon) there shall be paid all costs and expenses of making the Assessment Improvements and the Water System Improvements (in the respective amounts allocable thereto by virtue of the division of the Bonds into the Series 1993B Improvement Bonds and the Series 1993B Water Revenue Bonds), including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and such moneys in the 1993B Construction Subaccount shall be used for no other purposes except as otherwise provided by law or this Resolution. (ii) Debt Service Account. Subject to the conditions and limitations hereinafter provided, there are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all collections of special assessments levied or to be levied with respect to the Revolving Fund Improvements, together with such amounts of special assessments from any other improvement which are not pledged to and needed for other purposes as the Councilor the City Finance Director may from time to time determine, but only to the extent and in the amounts necessary to pay, when due, the principal of and interest on the Bonds and any Additional Bonds, after taking into account any other assessments, taxes, or other revenues herein or hereafter pledged and appropriated to the Debt Service Account or otherwise made available for its purposes; (b) all accrued interest received upon the delivery of the Bonds; (c) all funds paid for the Bonds in excess of $3,479,045; (d) all collections of all taxes hereinafter or hereafter levied for paYment of the principal of and interest on the Bonds; (e) the net revenues of the City's municipal water system (as hereinafter defined, the "Net Revenues"), provided that the amounts thereof shall not exceed amounts necessary to pay the principal of and interest on the Series 1993B Water Revenue Bonds, when due; (f) all investment earnings on moneys held in the Debt Service Account; and (g) any and all other funds which are properly available and are appropriated by the City Council to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal of, interest on, and premiums for, if any, the Bonds, any Additional Bonds, and any obligations permitted by the Subdivision to be issued to refund the same. 246005 18 e e e As used in this Resolution, the term Net Revenues means the gross revenues derived by the City from the operation of its municipal water system (the "System"), including all charges for service, use, availability, and connection to the System, and all monies received from the sale of any facilities or equipment of the System or any by-products thereof, less all normal, reasonable, or current costs of owning, operating, and maintaining the System. If any paYment of principal or interest on the Series 1993B Water Revenue Bonds shall become due when there are not sufficient funds in the Debt Service Account derived from Net Revenues to pay the same, the City Finance Director shall pay such principal or interest from the general fund or other available fund of the City, and such fund shall be reimbursed for such advances from the proceeds of the Net Revenues or of any general ad valorem taxes hereafter levied for such purpose, when collected. The City hereby covenants that it will impose and collect charges for the service, use, and availability of and connection to the City's system at the times and in the amounts required to produce Net Revenues adequate, together with other sources of funding available to the Debt Service Account and properly allocable to paYment of the Series 1993B Water Revenue Bonds, to pay all principal of and interest on said Bonds, when due. Nothing contained in this Resolution shall be deemed to preclude the City from making further pledges and appropriations of the Net Revenues of the System for the paYment of other or additional obligations of the City, provided that, if any such pledge or appropriation is to be made superior to or on a parity with the pledge of the Net Revenues herein made to the Series 1993B Water Revenue Bonds, the Council shall first have determined that the estimated Net Revenues of the System will be sufficient, in addition to all other sources, for the paYment of the Series 1993B Water Revenue Bonds and such additional obligations. The funds described in paragraph 16(ii) above are hereby pledged to the Debt Service Account, but only in such amounts and at such times as may be necessary, together with the other available funds therein and available for such purposes, (and the same shall be used solely) to pay the principal of and interest on the Bonds, or allocable portions thereof, when due, subject to the following additional conditions and limitations: (1) Under applicable Minnesota law or City procedures, certain of the sources of funds described above may be used or pledged only for specified purposes, and it is the intent of the Council to abide by such restrictions and further to allocate the appropriate revenues to pay for the funding to 246005 19 e e e which the generation of those revenues relates. Accordingly, the general dedication of revenues hereinabove to the Debt Service Account shall be subject to such restrictions, and such pledges are hereby limited by such applicable provisions of law and city procedures, without, however, affecting in any way the City's pledge of its full faith and credit and general ad valorem taxing powers to the payment of all of the Bonds, when due. (2) The Net Revenues shall be used only for the payment of the debt service on the Series 1993B Water Revenue Bonds, and no other monies in the Debt Service Account (except for any tax levies which may hereafter be made for that express purpose) shall be used for payment thereof. (3) The assessments from Revolving Fund Improvements (including the Assessment Improvements) and the ad valorem taxes imposed herein or hereafter for payment of the Series 1993B Improvement Bonds shall not be used for payment of the Series 1993B Water Revenue Bonds. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5%) of the "issue price" of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or Debt Service Account in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds or any Additional Bonds to be "federally guaranteed" within the meaning of section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). 246005 20 e e e 17. Tax Levies. To provide moneys for payment of the principal of and interest on the Series 1993B Improvement Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levv Year of Tax Collection Amount The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, section 475.61, Subdivision 3. 18. Assessments. It is hereby determined that no less than twenty percent (20%) of the cost to the City of the Assessment Improvements financed hereunder within the meaning of Minnesota Statutes, section 475.58, Subdivision 1(3), shall be paid by special assessments heretofore levied or to be levied hereafter against every assessable lot, piece and parcel of land benefitted by any of the Assessment Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one (1) year after ordering each Assessment Improvements financed hereunder unless the resolution ordering said Assessment Improvement specifies a different time limit for the letting of construction contracts. The City hereby further covenants and agrees that it will do and perform as soon as they may be done, all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken by the City or the Councilor 2~5 21 e e e any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and the Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments ~ valid and binding lien upon such property. At the time all of the assessments are in fact levied the Council shall, based on the then-current estimated col- lections of the assessments, make any adjustments in any ad valorem taxes required to be levied in order to assure that the City continues to be in compliance with Minnesota statutes, section 475.61, Subdivision 1. 19. 105% Debt Service Coveraqe. It is hereby determined that the estimated collections of special assessments relating to the Assessment Improvements (together with the foregoing ad valorem tax levies) and the other revenues available to the Debt Service Account will produce at least 5% in excess of the amount needed to meet, when due, the principal of and interest on the Bonds. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Sherburne County and to obtain the certificate of said official required by Minnesota Statutes, Section 475.63. 20. General Obliqation Pledqe. The full faith and credit and taxing powers of the City are hereby pledged to the paYment of the principal of and interest on the Bonds, and in the event of any current or anticipated deficiency of funds in the Debt Service Account of amounts needed to make any such paYment, when due, the Council shall levy ad valorem taxes on all taxable property in the City in the amount of such deficiency. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 21. Records and certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and 2~5 22 . e e control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 22. Neaative Covenant as to Use of Imorovements. The City hereby covenants not to use the proceeds of the Bonds or the Improvements or to cause or permit the same to be used, or to enter into any deferred paYment arrangements for the cost of the Improvements, 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. 23. Tax-Exemot Status of the Bonds: Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the united States if the Bonds (together with other Obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small-issuer exception amount of $5,000,000. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby finds, determines and declares that (1) the Bonds are issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City (and all entities subordinate to, or treated as one issuer with, the City) during the 1993 calendar year is not reasonably expected to exceed $5,000,000, all within the meaning of section 148(f) (4) (D) of the Code. 24. Desianation of Oualified Tax-Exemot Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b) (3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in section 141 of the Code; 246005 23 . e e (c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) (3) of the Code; (d) the reasonably anticipated amount of tax-exempt obligations (other than (1) private activity bonds, treating qualified 501(c) (3) bonds as not being private activity bonds, and (2) other bonds described in section 265(b) (3) (C) (ii) of the Code) which will be issued by the City (and all entities subordinate to, or treated as one issuer with, the City) during calendar year 1993 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued or to be issued by the City during calendar year 1993 have been designated for purposes of section 265(b) (3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 25. Defeasance. When any obligation of a Bond has been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this Resolution to the registered owner of that Bond (with respect to the obligation thereof so defeased) shall, to the extent permitted by law, cease. The City may at any time discharge any or all of such obligation(s) with respect to any Bond, subject to the provisions of law now or hereafter authorizing or regulating such action, by depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are backed by the full faith and credit of the United states of America, bearing interest payable at such times and at such rates and maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any interest paYment on such Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior redemption of such principal amount, at such earlier redemption date). 26. Compliance With Reimbursement Bond Regulations. with respect to the Improvements, the City has complied and will continue to comply with the "Reimbursement Regulations" provided in United states Treasury Regulations section 1.103-18, and any successor regulations as may be applicable, including section 1.150-2. In particular, to the extent that any of the proceeds of the Bonds will be used to reimburse the City for a cost of the Improvements theretofore paid and temporarily financed by the 246005 24 . e e City out of other City funds, prior to the initial payment thereof (or within applicable time limits thereafter) the City has made or will have made a duly qualifying statement of its official intent to bond for such costs; otherwise, the proceeds of the Bonds are to be used for initial paYment, and not for such reimbursement, of costs of the Improvements. 27. Amendment of Prior Resolution. Following the adoption on August 16, 1993, of that certain resolution of the Council (the "Prior Resolution") initiating the process for the sale of the Bonds, the City determined that it was necessary to modify the maturity schedule for the Series 1993B Improvement Bonds (and, accordingly, of the Bonds as a whole) to better correspond to the anticipated receipt of certain assessment income related thereto. Said revised maturity schedule for the Bonds is hereby approved and ratified by the Council, and the Prior Resolution is hereby amended with the same force and effect as though the corrected maturity schedule for the Bonds had appeared therein at the time of its adoption. 28. Severabilitv. If any section, paragraph or prov~s~on of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. 29. Headinqs. Headings in this Resolution are included for convenience of reference only and shall not limit or define the meaning of any provision hereof. Adopted on September 7, 1993, by the Elk River City Council. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 246005 25 City Clerk's certificate . I, the undersigned, being the duly qualified and acting City Clerk of the city of Elk River, Minnesota, DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes with the original minutes of a meeting of the City Council duly called and held on the date therein indicated, which are on file and of record in my office, and the same is a full, true and complete transcript therefrom insofar as the same relates to awarding the sale of the City's $3,525,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 1993B. WITNESS my hand as such City Clerk and the official 4It seal of the City this ____ day of , 1993. City Clerk (SEAL) e 246005 26