HomeMy WebLinkAbout07-127
• CITY OF LAKEVILLE
RESOLUTION
Date: July 16, 2007 Resolution No. 07-127
RESOLUTION AUTHORIZING ISSUANCE AND AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $1,690,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES
OF INDEBTEDNESS, SERIES 2007E
BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the City), as
follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. This City Council hereby determines that it is in the best interest
of the City to issue its General Obligation Equipment Certificates of Indebtedness, Series. 2007E
(the Certificates), in the principal amount of $1,690,000, pursuant to Minnesota. Statutes, Section
412.301 and Chapter 475. The proceeds of the Certificates will be used, together with any
• additional funds of the City which might be required, to finance the costs of acquiring various
items of capital equipment (the Equipment). Said items of capital equipment have a useful life
not less than the term of the Certificates. The principal amount of the Certificates does not
exceed .25 percent of the market value of taxable property in the City. Accordingly, publication
of this resolution in the City's official newspaper is not required and the Certificates are not
subject to approval at an election.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on
behalf of the City by Springsted Incorporated, proposals for the purchase of the Certificates 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 true interest cost
under the terms of each proposal have been determined. The most favorable proposal received is
that of Piper Jaffray & Co., in Minneapolis, Minnesota, (the Purchaser), to purchase the
Certificates at a price of $1,703,380.35 plus accrued interest on all Certificates to the day of
delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Certificates 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
City for the sale of the Certificates in accordance with the terms of the proposal. The good faith
deposit of the Purchaser shall be retained and deposited by the City until the Certificates have
been delivered, and shall be deducted from the purchase price paid at settlement.
SECTION 2. CERTIFICATE TERMS- REGISTRATION• EXECUTION AND DELIVERY.
2.01. Issuance of Certificates. 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 Certificates having been done, now
existing, having happened and having been performed, it is now necessary for the City Council
to establish the farm and terms of the Certificates, to provide security therefor and to issue the
Certificates forthwith.
2.02. Maturities; Interest Rates; Denominations and Pam. The Certificates shall be
originally dated as of August 1, 2007, shall be in the denomination of $5,000 each, or any
integral multiple thereof, of single maturities, shall mature on February 1 in the years and
amounts stated below, and shall bear interest from date of original issue until paid at the annual
rates set forth opposite such years and amounts, as follows:
Year Amount Rate
2009 $395,000 4.250%
2010 415,000 4.250
2011 430,000 4.250
2012 450,000 4.250
The Bonds shall be issuable only in fully registered form. Interest shall be computed on the basis
of a 360-day year composed of twelve 30-day months. The interest on and, upon surrender of
each Bond, the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein; provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof, principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Certificates
pursuant to Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06,
the date of authentication shall be noted on each Certificate so delivered, exchanged or
transferred. Interest on the Certificates shall be payable on February 1 and August 1,
commencing February 1, 2008, each such date being referred to herein as an Interest Payment
Date, to the person in whose names the Certificates axe 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.
2.04. Redemption. The-Certificates shall not be subject to optional redemption prior to
their stated maturities.
2.05. Appointment of Initial Re istrar. The City hereby appoints U.S. Bank National
Association in St. Paul, 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 City, a contract with the Registrar. Upon merger or consolidation of the Registrar with
another corporation, if the resulting corporation is a bank or trust company organized under the
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i laws of the United States or one of the states of the United States and authorized by law to
conduct such business, such corporation shall be authorized to act as successor Registrar. The
City agrees to pay the reasonable and customary charges of the Registrar for the services
performed. The City reserves the right to remove the Registrar, effective upon not less. than
thirty days'.. written notice and upon the appointment and acceptance of a successor Registrar, in
.which event the predecessor Registrar shall deliver all cash and Certificates in its possession to"
-the successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep a bond register in which the Registrar shall
provide for the registration of ownership of Certificates and the registration of transfers
and exchanges of Certificates entitled to be registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender for transfer of any Certificate 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 Certificates 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 Certificates. Whenever any Certificates are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Certificates of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Certificates surrendered upon any transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed by the
City.
(e) Improper or Unauthorized Transfer. When any Certificate is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Certificate or separate instrument of transfer is valid and
genuine and that the requested transferis 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 City and the Registrar may treat the person in
whose name any Certificate is at any time registered in the bond register as the absolute
owner of the Certificate, whether the Certificate shall be overdue or not, for the purpose
of receiving payment of or on account of, the principal of and interest on the Certificate
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
Certificate to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Certificates
(except for an exchange upon a partial redemption of a Certificate), 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 Certificates. In case any Certificate
shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new
Certificate of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of any such mutilated Certificate or in lieu of and in
substitution for any Certificate destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case
of a Certificate destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Certificate 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 City and the Registrar shall be
named as obligees. All Certificates so surrendered to the Registrar shall be canceled by it
and evidence of such cancellation shall be given to the City. If the mutilated, destroyed,
stolen or lost Certificate has already matured or been called for redemption in accordance
with its terms it shall not be necessary to issue a new Certificate prior to payment.
(i) Authenticating_Aaent. The Registrar is hereby designated authenticating
agent for the Certificates, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
(j) Valid Obli ations. Ali Certificates issued upon any transfer or exchange of
Certificates shall be the valid obligations of the City, evidencing the same debt, and
entitled to the same benefits under this Resolution as the Certificates surrendered upon
such transfer or exchange.
2.07. Execution, Authentication and Delivery. The Certificates shall be prepared under
the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the
Mayor and the City 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 Certificates shall cease to be such officer before the delivery of any
Certificate, 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
Certificate 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 Certificate has been duly
executed by the manual signature of the Registrar. The executed certificate of authentication on
each Certificate shall be conclusive evidence that it has been authenticated and delivered under
this Resolution. When the Certificates have been prepared, executed and authenticated, the City
Clerk shall deliver them to the Purchaser upon payment of the purchase price in accordance with
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the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the
application of the purchase price.
2.08. Securities Depository. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Certificate, the person in
whose name such Certificate is recorded as the beneficial owner of such Certificate 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 Certificates.
"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 Certificates as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the City
agrees to comply with DTC's Operational Arrangements.
(b) The Certificates shall be initially issued as separately authenticated fully registered
Certificates, and one Certificate shall be issued in the principal amount of each stated maturity of
the Certificates. Upon initial issuance, the ownership of such Certificates shall be registered in
the bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City
may treat DTC (or its nominee) as the sole and exclusive owner of the Certificates registered in
its name for the purposes of payment. of the principal of or interest. on the Certificates, selecting
the Certificates or portions thereof to be redeemed, if any, giving. any notice permitted or
required to be given to registered owners of Certificates under this resolution, registering the
transfer of Certificates, and for all other purposes whatsoever; and neither the Registrar nor the
City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have
any responsibility or obligationto any Participant, any person claiming a beneficial ownership
interest in the Certificates 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 Certificates, 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
Certificates, with respect to any notice which is permitted or required to be given to owners of
Certificates 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 Certificates, or with respect
to any consent given or other action taken by DTC as registered owner of the Certificates.. So
long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Certificate, and. shall give all notices with
respect to such Certificate, only to Cede & Co. in accordance with DTC's Operational
Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge
the City's obligations with respect to the principal of and interest on the Certificates to the extent
of the sum or sums so paid. No person other than DTC shall receive an authenticated Certificate.
for each separate stated maturity evidencing the obligation of the City to make payments of
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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 Certificates will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the City determines that it is in the best interest of the Beneficial Owners
that they be able to obtain Certificates in the form of bond certificates, the City may notify DTC
and the Registrar, whereupon DTC. shall notify the Participants of the availability through DTC
of Certificates in the form of certificates. In such event, the Certificates will be transferable in
accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services
with respect to the Certificates at any time by giving notice to the City and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such event the
Certificates will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor or City
Clerk is hereby authorized and directed.
(e) In the event that any transfer or exchange of Certificates is permitted under paragraph
(b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar
of the Certificates 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
Certificates in the form of certificates are issued to owners other than Cede & Co., its successor
as nominee for DTC as owner of all the Certificates, or another securities depository as owner of
.all the Certificates, the provisions of this resolution shall also apply to all matters relating
thereto, including, without limitation, the printing of such Certificates in the form of bond
certificates and the method of payment of principal of and interest on such Certificates in the
form of bond certificates.
2.09. Form of Certificates. The Certificates. shall be prepared in substantially the
following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF LAKEVILLE
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS,
SERIES 2007E
Interest Rate Maturi , Date Date of Original Issue CUSIP No:
February 1, 20_ August 1, 2007
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF LAKEVILLE, MINNESOTA (the City), acknowledges itself to be
indebted and hereby promises to pay to the registered owner named above, or registered assigns,
the principal amount specified above on the maturity date specified above, without the option of
redemption and prepayment prior to maturity, and promises to pay interest thereon from the date
of original issue specified. above or from the most recent interest payment date to which interest
has been paid or duly provided for, at the annual rate specified above, payable on February 1 and
August 1 of each year, commencing February 1, 2008, to the person in whose name this
Certificate is registered at the close of business on the fifteenth day (whether or not a business
day) of the immediately preceding month. Interest hereon shall be computed on the basis of a
360-day year composed of twelve 30-day months. The interest hereon and, upon presentation
and surrender hereof at the principal office of the agent of the Registrar described below, the
principal hereof are payable in lawful money of the United States of America by check or draft
drawn on U.S. Bank National Association, in St. Paul, Minnesota, as bond registrar, transfer
agent and paying agent (the Registrar), or its successor designated 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 Certificate is one of an issue in the aggregate principal amount of $1,690,000 issued
pursuant to a resolution adopted by the City Council on July 16, 2007 (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.
As provided in the Resolution and subject to certain limitations set forth therein, this
Certificate is transferable upon the books of the City at the 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 Certificates of other authorized denominations. Upon such transfer or exchange the
City will cause a new Certificate or Certificates to be issued in the name of the transferee or
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registered owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or governmental charge
required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Certificate
is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the
purpose of receiving payment and for all other purposes, and neither the City nor the Registrar
shall be affected by any notice to the contrary.
Notwithstanding any other provisions of this Certificate, so long as this Certificate 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 Certificate, and shall give all notices with
respect to this Certificate, 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.
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 Certificate in
order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required; that, prior to
the issuance hereof, the City Council has levied ad valorem taxes on all taxable property in the
City, 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 Certificates when due, and
has appropriated such taxes to its General Obligation Equipment Certificates of Indebtedness,
Series 2007E 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 .City, without limitation as to rate or amount; and that the
issuance. of this Certificate, together with all other indebtedness of the City outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the City to exceed any constitutional or statutory limitation of indebtedness.
This Certificate 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 manual signature of the Registrar.
IN WITNESS WHEREOF, the City of Lakeville, Minnesota, by its City Council, has
caused this Certificate to be executed on its behalf by the facsimile signatures of the Mayor and
City Clerk.
CITY OF LAKEVILLE, MINNESOTA
(facsimile signature City Clerkj (facsimile signature Mayor)
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CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to the Resolution mentioned within.
Date of Authentication: U.S BANK NATIONAL ASSOCIATION,
as Registrar
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Certificate,
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}
TEN ENT -'as tenants by the entireties under Uniform Transfers to Minors Act
(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 Certificate and all rights thereunder, and does hereby irrevocably constitute and
appoint attorney to transfer the said Certificate on the books kept.. fora
registration of the within Certificate, with full power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment must.
correspond with the name as it appears upon the face of the
within Certificate 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.
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[end of certificate form]
SECTION 3. GENERAL OBLIGATION. EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 2007E ACQUISITION FUND. There is hereby established on the
official books and records of the City a General Obligation Equipment Certificates of
Indebtedness, Series 2007E Acquisition Fund (the Acquisition Fund). The Finance Director
shall continue to maintain the Acquisition Fund until payment of all costs and expenses incurred
in connection with the acquisition of the Equipment have. been paid. To the Acquisition Fund
there shall be credited an amount which, with other available funds of the City, will be equal to
the estimated cost of the Equipment and from the Acquisition Fund there shall be paid all
acquisition costs and expenses incurred by the City in acquisition of the Equipment. After
payment of all costs incurred with respect to the acquisition of the Equipment, the Acquisition
Fund shall be discontinued and any proceeds of the Certificates remaining therein shall be
credited to the Bond Fund described in Section 4 hereof.
SECTION 4. GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS SERIES 2007E BOND FUND. So long as any of the Certificates 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 City to be known as the
General Obligation Equipment Certificates of Indebtedness, Series 2007E Bond Fund (the Bond
Fund), and the principal of and interest on the Certificates. shall be payable from the Bond Fund.
The City irrevocably appropriates to the Bond Fund (a) (a) any amount in excess of amounts
deposited to the Acquisition Fund in accordance with Section 3 hereof; (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 Certificates payable therefrom,
the payment shall be made from any fund of the City 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 5. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Certificates as such payments respectively become due, the full
faith, credit and unlimited taxing powers of the City 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 Certificates, ad valorem taxes are hereby
levied on all taxable property in the City. The taxes are to be levied and collected in the
following years. and amounts:
Lew Years Collection Years Amount
2007-2010 2008-2011 See attached Levy Computation
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The taxes shall be irrepealable as lon as an of the Certificates are outstandin and un aid,
g Y g p
provided that the City reserves the right and power to reduce the tax levies in accordance with
the provisions of Minnesota Statutes, Section 475.61.
SECTION 6. BOND FUND BALANCE RESTRICTION. In order to ensure compliance with
the Code and applicable Regulations. (all as defined in Section 9.01 hereof), upon allocation of
any funds to Bond Fund, the balance then on hand in the Fund shall be ascertained. If it exceeds
the amount of principal and interest on the Certificates to become due and payable through
February 1 next following, plus a reasonable carryover equal to 1/12th of the debt service due in
the following bond year,. the excess shall (unless an opinion is otherwise received from bond
counsel) be used to prepay or purchase Certificates, or invested at a yield which does not exceed
the yield on the Certificates calculated in accordance with Section 148 of the Code.
SECTION 7. DEFEASANCE. When all of the Certificates have been discharged as provided in
this section, all pledges, covenants and other rights granted by this Resolution to the registered
owners of the Certificates shall cease. The City may discharge its obligations with respect to any
Certificates 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 Certificate should not be paid when due,
it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued from the due date to the date of such deposit. The
City may also at any time discharge its obligations with respect to any Certificates, 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 8. CERTIFICATION OF PROCEEDINGS.
8.0.1.. Registration of Certificates and Levy of Taxes. The Clerk is hereby authorized and
directed to file a certified copy of this Resolution with the County Treasurer-Auditor of Dakota
County and obtain a certificate that the Certificates have been duly entered upon the Treasurer-
Auditor's bond register and the tax required by law has been levied.
8.02. Authentication of Transcript. The officers of the City and the County Treasurer-
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
Certificates and such other affidavits, certificates and information as may be required to show the
facts relating to the legality and marketability of the Certificates, as the same appear from the
books and records in their custody and control or as otherwise known to them, and all such
certified copies, affidavits and. certificates, including any heretofore furnished, shall be deemed.
representations of the City as to the correctness of all statements contained therein.
8.03. Official Statement. The Official Statement relating to the Certificates, dated
July 3, 2007, relating to the Certificates prepared and distributed by Springsted Incorporated is
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hereby approved. Springsted Incorporated is hereby authorized on behalf of the City 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 Certificates 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 City are
hereby authorized and directed to execute such certificates as may be appropriate concerning the
accuracy, completeness and sufficiency of the Official Statement.
SECTION 9. TAX COVENANTS• ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
9.01. General Tax Covenant. The City covenants .and agrees with the. registered owners
from time to time of the Certificates 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 Certificates 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 Certificates will not become includable in
gross income of the recipient under the Code and the Regulations. In particular, the City.
covenants and agrees that all proceeds of the Certificates will be expended solely for the
payment of the costs of acquisition of capital equipment to be owned and maintained by the City
and used in the City's general governmental operations. The City 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 Certificates which might cause the Certificates to be considered
"private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code.
9.02. Arbitrage Certification. The Mayor and City Clerk being the officers of the City
charged with the responsibility for issuing the Certificates pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code, and applicable Regulations, stating the facts, estimates
and circumstances in existence on the date of issue and delivery of the Certificates which make it
reasonable to expect that the proceeds of the Certificates will not be used in a manner that would
cause the Certificates to be "arbitrage bonds" within the meaning of the Code and Regulations.
9.03. Arbitrage Rebate. The City acknowledges that the Certificates are subject to the.
rebate requirements of Section 148(f) of the Code. The City 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(fj and applicable Regulations to preserve the
exclusion of interest on the Certificates from gross income for federal income tax purposes,
unless the Certificates 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 Certificates (other than amounts constituting a "bona fide debt service fund") arise during
or after the expenditure of the original proceeds thereof.
• 9.04. Not Oualified Tax-Exempt Obli atg ions. The Council does not designate the
Certificates 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.
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9.05. Reimbursement. The Cit certifies that the roceeds of the Certificates will not be
Y P
used by the City to reimburse itself for any expenditure with respect to the equipment which the
City paid or will have paid more than 60 days prior to the issuance of the Certificates unless,
with respect to such prior expenditures, the City 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
Certificates.
9.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public
availability of certain information relating to the Certificates and the security therefor and to
permit the Purchaser and other participating underwriters in the primary offering of the
Certificates 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
Certificates, the City hereby makes the following covenants and agreements for the benefit of the
Owners (as hereinafter defined) from time to time of the outstanding Certificates. The City is the
only obligated person in respect of the Certificates within the meaning of the Rule for purposes
of identifying the entities in respect of which continuing disclosure must be made. The City has
complied in all material respects with any undertaking previously entered into by it under the
Rule. If the City fails to comply with any provisions of this section, any person aggrieved
thereby, including the Owners of any outstanding Certificates, 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 Certificates or under any other provision of this resolution. As used in this section,
Owner or Bondowner means, in respect of a Certificate, 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 a Certificate, 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 Certificate (including persons or entities holding Certificates through nominees,
depositories or other intermediaries), or (b) is treated as the owner of the Certificate for federal
income tax. purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
• (1) on or before 365 days after the end of each fiscal year of the City, commencing with
13
the fiscal year ending December 31, 2007, the following financial information and
operating data in respect of the City (the Disclosure Information):
(A) the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and cash flows for the fiscal year then ended, showing
in comparative form such figures for the preceding fiscal year of the City,.
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the 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
:City, noting the discrepancies therefrom and the effect thereof, and certified. as
to accuracy and completeness in all material respects by the fiscal officer of the
City; and
(B) to the extent not included in the financial statements referred to in paragraph (A)
hereof, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings: 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 City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been submitted
to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the
document incorporated by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines 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 City shall
include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an
explanation of the reasons for the amendment and the effect of any change in the type of
financial information or operating .data provided.
14
2 In a timel manner notice of the occurrence of an of the followin events which is
O Y ~ Y g
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 creditenhancements 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) Certificate calls;
(I) Defeasances;
Release, substitution, or sale of property securing repayment of the securities;
and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a
Certif cate or, if not disclosed, would significantly alter the total information otherwise available
to an investor from the Official Statement, information disclosed hereunder or information
generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also
. an event that would be deemed material for purposes of the purchase, holding or sale of a
Certificate 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 City to provide the Disclosure Information required under
paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection (d),
together with a copy of such amendment or supplement and any explanation
provided by the City under subsection (d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to which the financial.
statements constituting a portion of the Disclosure Information axe prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described in
subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as
appropriate:
(1) the information described in paragraph (1) of subsection (b), to each then nationally
15
• 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 Certificates at the request of the City and, at the expense of such
Bondowner, to any Bondowner who requests in writing such information, at the time
of transmission under 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 City in this section shall remain in effect so long as any
Certificates axe outstanding. Notwithstanding the preceding sentence, however, the
obligations of the City under this section shall terminate and be without further
effect as of any date on which the City delivers to the Registrar an opinion of Bond
Counsel to the effect that, because of legislative action or final judicial or
administrative actions or proceedings, the failure of the City to comply with the
. requirements of this section will not cause participating underwriters in the primary
offering of the Certificates to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended, or any statutes or
laws successory thereto or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure Information) may be
amended or supplemented by the City from time to time, without notice to (except as
provided in paragraph (c)(3) hereof] or the consent of the Owners of any
Certificates, by a resolution of this Council filed in the office of the recording officer
of the City accompanied by an opinion of Bond Counsel, who may rely on
certificates of the City and others and the opinion maybe subject to customary
qualifications, to the effect that: (i) such amendment or supplement (a) is made in
connection with a change in circumstances that arises from a change in law or
regulation or a change in the identity, nature or status of the City or the type of
operations conducted by the City, or (b) is required by, or better complies with, the
provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or
supplemented would have complied with the requirements of paragraph (b)(5) of the
Rule at the time of the. primary offering of the Certificates, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule as
in effect and interpreted at the time of the amendment or supplement was in effect at
the time of the primary offering; and (iii) such amendment or supplement does not
materially impair the interests of the Bondowners under the Rule.
If the Disclosure Information is so amended, the City agrees to provide,
16
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.
i
17
APPROVED AND ADOPTED this 16`x' day of July, 2007.
CITY OF LAKEVILLE, MINNESOTA
sy:
H 1 ahl Mayor
TES
Charlene Friedges, Ci lerk
18
PROJECTED TAX LEVIES
$1,690,000
City of Lakeville, Minnesota
General Obligation Equipment Certificates of Indebtedness
Series 2007E (POST-SALE)
Post-Sale Tax Levies
Date Principal Coupon InterestTot al P+I Capitalized 105% Overlevy Levy Amount Levy Year
Interest*
02/01/2008 - - 35,912.50 35,912.50 (35,912.50) - - -
02/01/2009 395,000.00 4.250% 71,825.00 466,825.00 - 490,166.25 490,166.25 2007
02/01/2010 415,000.00 4.250% 55,037.50 470,037.50 - 493,539.38 493,539.38 2008
02/01/2011 430,000.00 4.250% 37,400.00 467,400.00 - 490,770.00 490,770.00 2009
02/01/2012 450,000.00 4.250% 19,125.00 469,125.00 - 492,581.25 492,581.25 2010
Total $1,690,000.00 - $219,300.00 $1,909,300.00 (35,912.50) $1,967,056.88 $1,967,056.88 -
* Includes $34,515.90 of capitalized interest and $1,396.60 of accrued interest.
- Springsted incorporated
380 Jackson Street, Suite 300
` ~ S p t I n g S t e d Saint Paul, MN 55101-2887
Tel; 651-223-3000
...Fax:. 651-223-3002
Email: advisorstispringsted.com
wwwspringsted.com
$1,690,000
CITY OF LAKEVILLE, MINNESOTA
GENERAL OBLIGAITON EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2007E
(BOOK ENTRY ONLY)
AWARD: PIPER JAFFRAY & CO.
SALE: July 18, 2007 Moody's Rating:. Aa2
Interest Net interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY & CO. 4.25% 2009-2012: $1,703,380.35 $205,919.65 3.9699%
CITIGROUP GLOBAL MARKETS, INC. 4.00% 2009-2012 $1,689,561.30. $206,838.70 4.0091%
BS SECURITIES LLC
~RONiN & .COMPANY, .INCORPORATED
RBC CAPITAL MARKETS 4.00% 2009-2012.: $1,686,432.95' $209,967.05 4.0747%
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.25% 2009 3.78%0
..4.25% 2010 3.81
4.25% _ 2011 3.86%
4.25% 2012 3.92%
BBI: 4.60%
Average .Maturity: 3.053 Years
Public Sector Advisors