HomeMy WebLinkAbout98-080 CERTIFICATION OF MINUTES RELATING TO
$515,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1998B
Issuer: City of Lakeville, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held Monday, Apri120, 1998, at 7:00
o'clock P.M., at the City Ha11, Lakeville, Minnesota.
Members present: Mary Liz Holberg, Thomas Ryan, Lynette Mulvihill, Elizabeth Sindt
and Mayor Duane Zaun
Members absent: hone
Documents Attached:
Minutes of said meeting (including):
RESOLUTION N0.98- 80
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING
THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $515,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1998B
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 Apri120, 1998.
J--.
Clerk
~ ,
It was reported that 7 sealed proposals for the purchase of $515,000 General
Obligation Equipment Certificates of Indebtedness Series 1998B were received rior to 11:
p 00
o'clock a.m., pursuant to the Official Statement distributed to potential purchasers of the
Obligations by Springsted Incorporated, financial consultants to the Issuer. The proposals have
been publicly opened, read and tabulated and were found to be as follows:
See Attached
•
•
t
85 E SEVENTH PLACE, SUITE 100
' SAINT PAUL, MN 55101-2887
' 61..2-223-30pp ;FAX: 612-223-.3002
~
SPRINGSTED
Public 1~rrrmtce Aclvr'sors
$515,000
CITY OF LAKEVILLE, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, :SERIES 19986
(BOOK" ENTRY ONLY)
AWARD:
UNITED BANKERS $ANK
ALE: '
Apr~120, 1998. Maody's Rating; A3
Bidder Interest Net Interest ' True Interest
Rates Price Cast
UNITED BANKERS BANK Rate
3.95% 1999 $512,425.00 $67,890.00 4.2942%
4.00%0..2000
4.05% 2001
4.15°l0 2002
4.25%0 2003
CRONIN & COMPANY, INCORPORATED
4.00% 1999-2000 $512,434.40 $68,295.60 4.3200°!0
4.10% 2001-
4.20% 2002
4.25%0 2003
MILLER, JOHNSON & KUEHN, INC. .3.90% 1999
:4.00% 2000.' $511,395.00 $68,387.50 4.3322%
-4.05% :2001 - .
4.10%- 2002
4.20°l0 2003
JOHN G. KINNARD & COMPANY o
INCORPORATED 3.75/0 1999' $511,395A0 $68,530.00 4.3398%
3.90% 2000.
4.05% 2001
4.15% 2002
4.25% ` 2003
(Continued)
SAINT PAUL, MN MINNEAPOLIS, MN BROOKFIELD, WI OVERLAND PARK,. KS WASHINGTON, DC DES MOINES, IA
Interest Net.Interest True Interest
Bidder Rates Price Cost Rate
BERNARDI SECURITIES, INCORPORATED 4:00% 1999-2000. $512,450.75 $68,764.25. 4.348'
4.10% 2001
4.25% 2002
4.30% 2003
US BANCORP INVESTMENTS, INC. -3.75% 1999 $511,910.00 $68,857.50 4.3574%
NORWEST INVESTMENT SERVICES, INC. 4.00% ' 2000
4.10%• 2001 "
4.20% 2002
4.30%, 2003
DOUGHERTY SUMMIT SECURITIESlLC 3.80% 1999 $511,807.00 $69,008.00 4.3677%
4.00% 2000
4.10% 2001.
.4.20°Io 2002
4.30% 2003
These Bonds are being. reoffered at par.
BBI: 5.21 %
Average Maturity: 3.07 Years
Councilmember Mulvihi 1 ~ introduced the following resolution and moved its
adoption, which motion was seconded by Councilmember sindt
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING
THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $515,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1998B
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the Issuer),
as follows:
SECTION 1. AUTHORI .ATION AND SALE.
1.1. Authorization. This Council, by Resolution No. 98-43 duly adopted on Mazch 16,
1998, authorized the issuance and sale of $5.15,000 General Obligation Equipment Certificates of
.Indebtedness, Series 1998B (the Obligations) of the Issuer to finance the costs of acquiring items
of capital equipment (the Project). Said items of capital equipment have a useful life not less than
the term of the Obligations. The principal amount of the Obligations does not exceed .25 percent
of the mazket value of taxable property in the Issuer.
1.2. Sale. Pursuant to the Terms of Proposal and the Official Statement prepazed on
behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of the
Obligations were received at or before the time specified for receipt of proposals. The proposals
have been opened, publicly read and considered and the purchase price, interest rates and net
interest cost under the terms of each proposal have been determined. The most favorable
proposal received is that of United Bankers Bank
in Bloomington Minnesota and associates (the Purchaser), to purchase the
Obligations at a price of $ 512, 425 . oo plus accrued interest on all Obligations to the
day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.3. Award. The sale of the Obligations is hereby awarded to the Purchaser and the
Mayor and City Clerk are hereby authorized and directed to execute a contract on behalf of the
Issuer for the sale of the Obligations in accordance with the Terms of Proposal. The good faith
deposit of the Purchaser shall be retained and deposited by the Issuer until the Obligations have
been delivered and shall be deducted from the purchase price paid at settlement.
SECTION 2. OBLIGATION TERMS• REGISTRATION• EXEC TION AND DELIVERY.
2.1. Issuance of Obli ation .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 Obligations having been done, now
existing, having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Obligations, to provide security therefor and to issue the
Obligations forthwith.
2.2. Maturities: Interest Rates• Denominations and Payment. The Obligations shall be
originally dated as of May 1, 1998, shall be in the denomination of $5,000 each, or any integral
multiple thereof,. of single maturities, shall mature on May 1 in the years and amounts stated
below, and shall bear interest from date of original issue until paid at the annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate
1999 $ 95,000 3.9 5%
2000 100,000 4.00
2001 105,000 4.05
2002 105,000 4.15
2003 110,000 4.25
The interest thereon and, upon surrender of each Obligation, the principal amount thereof shall
be payable by check or draft issued by the Registrar described herein; provided that, so long as
the Obligations are registered in the name of a securities depository, or a nominee thereof, in
accordance with Section 2.8 hereof, principal and interest shall be payable in accordance with the
operational arrangements of the securities depository.
2.3. Dates and Interest Payment Dates. Upon initial delivery of the Obligations pursuant
to Section 2.7 and upon any subsequent transfer or exchange pursuant to Section 2.6, the date of
authentication shall be noted on each Obligation so delivered, exchanged or transferred. Interest
on the Obligations shall be payable on May 1 and November 1, commencing May 1, 1999, each
such date being referred to herein as an Interest Payment Date, to the person in whose names the
Obligations 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.
2.4. Redem tion. The Obligations shall not be subject to prepayment prior to their stated
maturities.
2.5. Apt~ointment of Initial Registrar. The Issuer hereby appoints
U.S. Bank Trust National Association ,
in s t . Pau 1 Minnesota , as the initial bond registrar, transfer agent and
paying agent (the Registrar). The Mayor and City Clerk are authorized to execute and deliver, on
behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar
with another corporation, if the resulting corporation is a bank or trust company authorized by
law to conduct such business, such corporation shall be authorized to act as successor Registrar.
The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services
performed. The Issuer reserves the right to remove the Registrar upon thirty days' notice and
. upon the appointment of a successor Registrar, in which event the predecessor Registrar shall
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deliver all cash and Obligations in its possession to the successor Registrar and shall deliver the
bond register to the successor Registrar.
2.6. Registration. The effect of registration and the rights and duties of the Issuer and the
Registrar with respect thereto shall be as follows:
(a) Re ig
s, ter. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of
Obligations and the registration of transfers and exchanges of Obligations entitled to be
registered, transferred or exchanged.
(b) Transfer of Obli ations. Upon surrender for transfer of any Obligation 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 Obligations 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 Obli atg ions. Whenever any Obligations are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Obligations of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Obligations surrendered upon any transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed by the
Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Obligation 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.
(f) Persons Deemed Owners. The Issuer and the Registrar may treat the person in
whose name any Obligation is at any time registered in the bond register as the absolute
owner of the Obligation, whether the Obligation shall be overdue or not, for the purpose
of receiving payment of or on account of, the principal of and interest on the Obligation
and for all other purposes; and all payments made to any registered owner or upon the
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owner's order shall be valid and effectual to satisfy and discharge the liability upon
Obligation to the extent of the sum or sums so paid.
(g) Taxes. Fees and Charges. For every transfer or exchange of Obligations
(except for an exchange upon a partial redemption of an Obligation), 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. Lost. Stolen or Destroyed Obligations. In case any Obligation
shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new
Obligation of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Obligation or in lieu of and in
substitution for any Obligation destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case
of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Obligation was destroyed, stolen or lost, and of the ownership
thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be
named as obligees. All Obligations so surrendered to the Registrar shall be canceled by it
and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed,
stolen or lost Obligation has already matured or been called for redemption in accordance
with its terms it shall not be necessary to issue a new Obligation prior to payment.
(i) AuthenticatingA eg_nt. The Registrar is hereby designated authenticating agent
for the Obligations, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.7. Execution. Authentication and Deliver. The Obligations shall be prepared under
the direction of the Clerk and shall be executed on behalf of the Issuer by the signatures of the
Mayor and the Clerk, 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 Obligations shall cease to be such officer before the delivery of any
Obligation, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he had remained in office until delivery. Notwithstanding such execution, no
Obligation 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 Obligation has been duly
executed by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Obligations need not be signed by the same representative. The
executed certificate of authentication on each Obligation shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Obligations have been
prepared, executed and authenticated, the Finance Director shall deliver them to the Purchaser
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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.
2.8. Securities DepositorX. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to an Obligation, the
person in whose name such Obligation is recorded as the beneficial owner of such Obligation 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 Obligations.
"DTC" shall mean The Depository Trust Company of New York, New York. .
"Participant" shall mean any broker-dealer, bank or other financial institution for
which DTC holds Obligations 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 Obligations shall be initially issued as separately authenticated fully
registered obligations, and one Obligation shall be issued in the principal amount of each stated
maturity of the Obligations. Upon initial issuance, the ownership of such Obligations shall be
registered in the bond register in the name of Cede & Co., as nominee of DTC. The Registrar
and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Obligations
registered in its name for the purposes of payment of the principal of or interest on the
Obligations, selecting the Obligations or portions thereof to be redeemed, if any, giving any
notice permitted or required to be given to registered owners of Obligations under this resolution,
registering the transfer of Obligations, and for all other purposes whatsoever; and neither the
Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor
the Issuer shall have any responsibility or obligation to any Participant, any person claiming a
beneficial ownership interest in the Obligations 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
Obligations, 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 Obligations, with respect to any notice which is permitted or
required to be given to owners of Obligations under this resolution, with respect to the selection
by DTC or any Participant of any person to receive payment in the event of a partial redemption
of the Obligations, or with respect to any consent given or other action taken by DTC as
registered owner of the Obligations. So long as any Obligation is registered in the name of Cede
& Co., as nominee of DTC, the Registrax shall pay all principal of and interest on such
Obligation, and shall give all notices with respect to such Obligation, only to Cede & Co. in
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accordance with DTC's Operational Arrangements, and all such payments shall be valid and
i effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and
interest on the Obligations to the extent of the sum or sums so paid. No person other than DTC
shall receive an authenticated Obligation for each separate stated maturity evidencing the
obligation of the Issuer 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 Obligations will be transferable to such new nominee in accordance
with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Obligations in the form of bond certificates, the Issuer may
notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability
through DTC of Obligations in the form of certificates. In such event, the Obligations will be
transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue
providing its services with respect to the Obligations at any time by giving notice to the Issuer
and the Registrar and discharging its responsibilities with respect thereto under applicable law.
In such event the Obligations will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor
or Clerk is hereby authorized and directed.
(e) In the event. that any transfer or exchange of Obligations is permitted under
paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the
Registrar of the Obligations 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 Obligations in the form of certificates are issued to owners other than Cede & Co., its
successor as nominee for DTC as owner of all the Obligations, or another securities depository as
owner of all the Obligations, the provisions of this resolution shall also apply to all matters
relating thereto, including, without limitation, the printing of such Obligations in the form of
bond certificates and the method of payment of principal of and interest on such Obligations in
the form of bond certificates.
2.9. Form of Obli atg ions. The Obligations shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1998B
Interest Rate Maturity Date Date of Original Issue CUSIP No.
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May 1, 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF LAKEVILLE, COUNTY OF DAKOTA, MINNESOTA (the Issuer),
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, without option of prior payment, 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 May 1 and November 1 of each year, commencing May 1, 1999 (each such date, an
Interest Payment Date). The interest so payable on any Interest Payment Date shall be paid to
the person in whose name this Obligation is registered at the close of business on the fifteenth
day (whether or not a business day) of the calendar month next preceding such Interest Payment
Date. 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, the principal
hereof are payable in lawful money of the United States of America by check or draft by
in , as bond registrar, transfer agent and paying agent
(the Registrar), or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due, the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
This Obligation is one of an issue in the aggregate principal amount of $515,000 issued
pursuant to a resolution adopted by the City Council on Apri120, 1998 (the Resolution), to
finance the costs of acquisition of capital equipment, and is issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations are issuable
only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this
Obligation is transferable upon the books of the Issuer at the principal office of the Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Obligations of other authorized denominations. Upon such transfer or exchange the
Issuer will cause a new Obligation or Obligations to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, beaxing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or governmental charge
required to be paid with respect to such transfer or exchange.
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The Obligations have been designated by the Issuer as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
Notwithstanding any other provisions of this Obligation, so long as this Obligation 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 Obligation, and shall give all notices with
respect to this Obligation, 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 Issuer and the Registrar may deem and treat the person in whose name this
Obligation is registered as the absolute owner hereof, whether this Obligation is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the
Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Obligation in
order to make it a valid and binding general obligation of the Issuer in accordance with its terms,
have been done, do exist, have happened and have been performed as so required; that, prior to
the issuance hereof, the City Council has levied ad valorem taxes on all taxable properly in the
Issuer, which taxes will be collectible for the years and in amounts sufficient to produce sums not
less than five percent in excess of the principal of and interest on the Obligations when due, and
has appropriated such taxes to its General Obligation Equipment Certificates of Indebtedness,
Series 1998B Bond Fund for the payment of such principal and interest; that if necessary for
payment of such principal and interest, additional ad valorem taxes are required to be levied upon
all taxable property in the Issuer, without limitation as to rate or amount; that the issuance of this
Obligation, together with all other indebtedness of the Issuer outstanding on the date hereof and
on the date of its actual issuance and delivery, does not cause the indebtedness of the Issuer to
exceed any constitutional or statutory limitation of indebtedness and that the opinion printed
hereon is a full, true and correct copy of the legal opinion given by Bond Counsel with reference
to the Obligations, dated as of the date of original delivery of the Obligations.
This Obligation 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.
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IN WITNESS WHEREOF, the City of Lakeville, Dakota County, Minnesota, by its City
Council, has caused this Obligation to be executed on its behalf by the facsimile signatures of the
Mayor and City Clerk.
CITY OF LAKEVILLE, MINNESOTA
(facsimile signature City Clerl~ (facsimile si,g:nature Marl
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Obligations delivered pursuant to the Resolution mentioned within.
as Registrar
By
Authorized Representative
[Insert legal opinion]
The following abbreviations, when used in the inscription on the face of this Obligation, shall be
construed as though they were written out in full according to the applicable laws or regulations:
TEN COM as tenants in common UTMA as Custodian for
(Gust) (Minor)
under Uniform Transfers to Minors Act
TEN ENT as tenants by the entireties (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
Obligation and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Obligation on the books kept for registration of the within
Obligation, with full power of substitution in the premises.
Dated:
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NOTICE: The assignor's signature to this assignment must
correspond with the name as it appears upon the face of the
within Obligation 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:
[end of form of Obligation]
SECTION 3. GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1998B BOND FUND. So long as any of the Obligations are outstanding and any
principal of or interest thereon unpaid, the Finance Director shall maintain a separate debt service
fund on the official books and records of the Issuer to be known as the General Obligation
Equipment Certificates of Indebtedness, Series 1998B Bond Fund (the Bond Fund), and the
principal of and interest on the Obligations shall be payable from the Bond Fund. The Issuer
irrevocably appropriates to the Bond Fund (a) any amount in excess of $511,395 received from
the Purchaser; (b) all taxes levied and collected in accordance with this Resolution; and (c) all
other moneys as shall be appropriated by the City Council to the Bond Fund from time to time.
If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then
due on all Obligations payable therefrom, the payment shall be made from any fund of the Issuer
which is available for that purpose, subject to reimbursement from the Bond Fund when the
balance therein is sufficient, and the City Council covenants and agrees that it will each year levy
a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated
deficiency, which levy is not subject to any constitutional or statutory limitation.
SECTION 4. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Obligations as such payments respectively become due, the full
faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably
pledged. In order to produce aggregate amounts not less than 5% in excess of the amount needed
to meet when due the principal and interest payments on the Obligations, ad valorem taxes are
hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the
following years and amounts:
Levy Years Collection Years Amount
1998-2002 1999-2003 See attached Levy Computation
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The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid,
provided that the Issuer reserves the right and power to reduce the tax levies in accordance with
the provisions of Minnesota Statutes, Section 475.61.
SECTION 5. DEFEASANCE. When all of the Obligations have been discharged as provided in
this section, all pledges, covenants and other rights granted by this Resolution to the holders of
the Obligations shall cease. The Issuer may discharge its obligations with respect to any
Obligations 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 Obligation 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
Issuer may also at any time discharge its obligations with respect to any Obligations, subject to
the provisions of law now or hereafter authorizing and regulating such action, by depositing
irrevocably in escrow, with a bank 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.
SECTION 6. CERTIFICATION OF PROCEEDINGS.
6.1. Registration of Obligations and Lew of Taxes. The Clerk is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of Dakota County and
• obtain a certificate that the Obligations have been duly entered upon the Auditor's bond register
and the tax required by law has been levied.
6.2. Authentication of Transcript. The officers of the Issuer 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 Obligations
and such other affidavits, certificates and information as may be required to show the facts
relating to the legality and marketability of the Obligations, 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 Issuer as to the correctness of all statements contained therein.
6.3. Official Statement. The Official Statement relating to the Obligations, dated Apri16,
1998, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby
approved. Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare and
distribute to the Purchaser within seven business days from the date hereof, a supplement to the
Official Statement listing the offering price, the interest rates, selling compensation, delivery
date, the underwriters and such other information relating to the Obligations required to be
included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange
Commission (the SEC) under the Securities Exchange Act of 1934. The officers of the Issuer are
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hereby authorized and directed to execute such certificates as may be appropriate concerning the
accuracy, completeness and sufficiency of the Official Statement.
SECTION 7. TAX COVENANTS• ARBITRAGE MATTERS• REIMBURSEMENT AND
CONTINUING DISCLOSURE.
7.1. General Tax Covenant. The Issuer covenants and agrees with the registered owners
from time to time of the Obligations that it will not take, or permit to be taken by any of its
officers, employees or agents, any actions that would cause interest on the Obligations to become
includable in gross income of the recipient under the Internal Revenue Code of 1986 (the Code)
and applicable Treasury Regulations (the Regulations), and covenants to take any and all actions
within its powers to ensure that the interest on the Obligations will not become includable in
gross income of the recipient under the Code and the Regulations. In particular, the Issuer
covenants and agrees that all proceeds of the Obligations will be expended solely for the payment
of the costs of acquisition and installation of capital equipment to be owned and maintained by
the Issuer and used in the Issuer's general governmental operations. The Issuer shall not enter
into any lease, use or other agreement with any non-governmental person relating to the use of
the equipment or security for the payment of the Obligations which might cause the Obligations
to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the
Code.
7.2. Arbitrage Certification. The Mayor and City Clerk being the .officers of the Issuer
• charged with the responsibility for issuing the Obligations 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 Section 1.148-2(b) of the Regulations, stating the
facts, estimates and circumstances in existence on the date of issue and delivery of the
Obligations which make it reasonable to expect that the proceeds of the Obligations will not be
used in a manner that would cause the Obligations to be axbitrage bonds within the meaning of
the Code and Regulations.
7.3. Arbitrage Rebate. The Issuer acknowledges that the Obligations may be subject to
the rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain
such records, make such determinations, file such reports and documents and pay such amounts
at such times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Obligations from gross income for federal income tax purposes,
unless the Obligations qualify for an exception from the rebate requirement pursuant to one of
the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"
of the Obligations (other than amounts constituting a "bona fide debt service fund") arise during
or after the expenditure of the original proceeds thereof.
7.4. Qualified Tax-Exempt Obli atg ions. The City Council hereby designates the
Obligations as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code
relating to the disallowance of interest expense for financial institutions, and hereby finds that the
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reasonably anticipated amount of qualified tax-exempt obligations (within the meaning of
• Section 265(b)(3) of the Code) which will be issued by the Issuer and all subordinate entities
during calendar year 1998 does not exceed $10,000,000.
7.5. Reimbursement. The Issuer certifies that the proceeds of the Obligations will not be
used by the Issuer to reimburse itself for any expenditure with respect to the equipment which the
Issuer paid or will have paid more than 60 days prior to the issuance of the Obligations unless,
with respect to such prior expenditures, the Issuer shall have made a declaration of official intent
which complies with the provisions of Section 1.150-2 of the Regulations; provided that this
certification shall not apply (i) with respect to certain de minimis expenditures, if any, with
respect to the equipment meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or
(ii) with respect to "preliminary expenditures" for the equipment as defined in Section 1.150-
2(f)(2) of the Regulations which in the aggregate do not exceed 20% of the "issue price" of the
Obligations.
7.6. Continuing Disclosure. (a) Pu~ose and Beneficiaries. To provide for the public
availability of certain information relating to the Obligations and the security therefor and to
permit the Purchaser and other participating underwriters in the primary offering of the
Obligations 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
Obligations, the Issuer hereby makes the following covenants and agreements for the benefit of
• the Owners (as hereinafter defined) from time to time of the Outstanding Obligations. The Issuer
is the only obligated person in respect of the Obligations within the meaning of the Rule for
purposes of identifying the entities in respect of which continuing disclosure must be made. The
Issuer has complied in all material respects with any undertaking previously entered into by it
under the Rule. If the Issuer fails to comply with any provisions of this section, any person
aggrieved thereby, including the Owners of any Outstanding Obligations, 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 Obligations or under any other provision of this resolution. As used in this
section, Owner or Bondowner means, in respect of an Obligation, 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 Owner means, in respect of an Obligation, any person or entity which (i) has
the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
such Obligation (including persons or entities holding Obligations through nominees,
depositories or other intermediaries), or (b) is treated as the owner of the Obligation for federal
income tax purposes.
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(b) Information To Be Disclosed. The Issuer will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the Issuer, the following
information at the following times:
(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending December 31, 1997, the following financial
information and operating data in respect of the Issuer (the Disclosure Information):
(A) the audited financial statements of the Issuer 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
Issuer, prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time, or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
Issuer, 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
Issuer; 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:
City Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections.
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the Issuer 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 Issuer 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.
If the document incorporated by reference is a final official statement, it must be available from
the Municipal Securities Rulemaking Board. The Issuer 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 Issuer have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
Issuer includes in the Disclosure Information a statement to such effect; provided, however, if
such operations have been replaced by other Issuer operations in respect of which data is not
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included in the Disclosure Information and the Issuer determines that certain specified data
• regarding 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 Issuer 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;
(I) 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 an
Obligation 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 an
Obligation within the meaning of applicable federal securities laws, as interpreted at the time of
discovery of the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the Issuer to provide the Disclosure Information required
under paragraph (b)(1) at the time specified thereunder;
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(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 Issuer under subsection (d)(2);
(C) the termination of the obligations of the Issuer 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 Issuer.
(c) Manner of Disclosure. The Issuer agrees to make available the information described in
subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph (1) of subsection (b), to each then
nationally recognized municipal securities information repository under the Rule and to
any state information depository then designated or operated by the State of Minnesota as
contemplated by the Rule (the State Depository), if any;
(2) the information described in paragraphs (2) and (3) of subsection (b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection (b), to any rating agency then
• maintaining a rating of the Obligations at the request of the Issuer and, at the expense of
such Bondowner, to any Bondowner who requests in writing such information, at the time
of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or,
if such information is transmitted with a subsequent time of release, at the time such
information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the Issuer in this section shall remain in effect so long as
any Obligations are Outstanding. Notwithstanding the preceding sentence, however, the
obligations of the Issuer under this section shall terminate and be without further effect as
of any date on which the Issuer 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 Issuer to comply with the requirements of this section will
not cause participating underwriters in the primary offering of the Obligations 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 Issuer from time to time, without notice to
(except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any
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Obligations, by a resolution of this Board filed in the office of the recording officer of the
• Issuer accompanied by an opinion of Bond Counsel, who may rely on certificates of the
Issuer and others and the opinion may be subject to customazy 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 Issuer or the type of operations conducted by the Issuer, or (b) is
required by, or better complies with, the provisions of pazagraph (b)(5) of the Rule; (ii)
this section as so amended or supplemented would have complied with the requirements
of pazagraph (b)(5) of the Rule at the time of the primary offering of the Obligations,
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 Issuer 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.
•
Upon vote being taken thereon, the following voted in favor thereof: xolberg, Ryan,
Mulvihill, Sindt and Zaun
and the following voted against the same: None
whereupon the resolution was declazed duly passed and adopted.
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TAX LEVIES CERTIFIED TO COUNTY AUDITOR
•
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1998 1999 130,914
1999 2000 121,050
2000 2001 121,967
2001 2002 117,447
2002 2003 117,955
•
•