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HomeMy WebLinkAbout06-158 r CITY OF LAKEVILLE RESOLUTION Date October 2 2006 Resolution No, 06-158 Motion. By Wulff Seconded By Rieb RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE FAYMENT OF $1,585,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A BE IT RESOLVED. by the City Council. of the City of Lakeville, Minnesota.. (the City), as follows: SECTION 1. SEALED PROPOSALS. It was reported that 8 sealed proposals for the purchase of $1,585,000 General Obligation. Equipment Certificates of Indebtedness, Series 2006A were received prior to 10:30 a.m., pursuant to the Terms of Proposal. and the Official Statement distributed to potential purchasers of the Bonds by Springsted Incorporated, financial advisor to the City. The proposals have been publicly opened, read and tabulated and were found to be as follows: (see attached) SECTION 2. AUTHORIZATION AND SALE. 2.01. Authorization.. The City Council hereby determines that it is in the best interest of the City. to issue its General .Obligation Equipment Certificates of Indebtedness, Series 2006A (the Certificates), in the principal amount of $1,585,000, 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. 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. 2.02. 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 net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Raymond James & Associates, Inc., in St. Petersburg, Florida, (the Purchaser), to e -e , t v fi purchase the Certificates at a price of $1,600,825.70 plus accrued interest on all Certificates to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 2.03. 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 pricepaid at settlement.. SECTION 3. CERTIFICATE TERMS; REGISTRATION• EXECUTION AND DELIVERY. 3.01. 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 form and terms of the Certificates, to provide security therefor and to issue the Certificates forthwith.. 3.02. Maturites• Interest Rates• Denominations and Paxment. The Certificates shall be originally dated as of October 15, 2006, shall be in the denorninatiomof $5,004 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 2008 $360,000 4.00% 2009 395,000 4.00 2010 405,000 4.00 2011 425,000- 4.00 The interest thereon and, upon surrender of each Certificate, the principal amount thereof shall be payable by check or draft issued by the Registrar_described herein.. 3.03. Dates and Interest Payment Dates. Upon initial delivery of the. Certificates pursuant to Section 3,07 and upon any subsequent transfer or exchange pursuant to Section 3.06, 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 August 1, 2007, each such date being referred to herein as an Interest Payment Date, to the person in whose names the Certificates 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 3.04. Redemption.. The Certificates shall not be subject to optional redemption prior to their stated maturities. 3.05. Appointment of Initial Re ig straz. The City hereby appoints U.S. Bank, National Association in Saint Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar). The Mayor and City Cierk aze authorized to execute. and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company organized under the laws of the United States or one of the estates 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 aII cash and. Certificates in its possession to the successor Registrar and shall deliver the band register to the successor Registrar. 3.06.. Registration. The effect of registration and the rights and duties of the City and the Registraz with respect thereto shall be as follows: {a) Rester. The Registraz 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. s (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 Registraz 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 rnay, 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 he 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 Registraz 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 transfer is legally authorized, The Registrar shall incur no 3 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 receivingpayment 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 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_Agent. 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. AILCertificates 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. 3.07. 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, i 4 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 the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 3.08. Form of Certificates. The Certificates shall be prepared in substantially the following form: y UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF LAKEVILLE GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2006A Interest Rate Maturity Date Date of Original Issue CUSIP No. % February 1, 20_ October 1 S, 2006 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 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 to which interest has been paid or duly provided for, at the annual rate specified above, payable on February. l and August 1 of each year, commencing August 1, 200'1, to the person in whose name this Certificate is registered at the close-of business on the: fifteenth day (whether ar not a business day) of the immediately preceding month. Interest hereon shall be computed on the basis of a 360-day yeaz 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 Registraz), 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,S8S,OOO issued pursuant to a resolution adopted. by the City Council on October 2, 2006 (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 togetherwith a written instrument of transfer satisfactory to the Registraz, 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 6 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. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that alI 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 ofthis 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 2006A .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, he 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 Ci Clerkl (facsimile signature Mavor) 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 B Y 7 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 for .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.. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: {end of certificate form] 8 SECTION 4. GENERAL OBLIGATION EQUIPMENT .CERTIFICATES OF INDEBTEDNESS, .SERIES 2006A 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 2006A 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) all taxes levied and collected in accordance with this Resolution and (b) 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 Band 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 o 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 toproduce 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 yeaxs and amounts: .Levy Years Collection Years Amount 2006-2009 2007-2010 See attached Levy Computation The taxes shall be irrepealable as long as any of the Certificates are outstanding and unpaid, 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. DEFEASANCE. When all of the Certificates have been discharged as provided in this section, ail 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 Iaw 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. 9 SECTION 7. CERTIFICATION OF PROCEEDINGS. 7.01. Registration of Certificates. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and obtain a certificate that the Certificates have been duly entered upon the County Auditor's bond register and that the tax for the payment of the Certificates has been levied as required by law. 7.02. Authentication of Transcript. The officers of the City and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the 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 thesame 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.. 7.03. Official Statement. The Preliminary Official Statement relating to the Certificates, dated September 18, 2006, relating to the Certificates prepared and distributed by Sprngsted Incorporated is 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 8. TAX__ COVENANTS: ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 8.01. 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 he 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 nat 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. 10 8.02. Arbitra e 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. 8.03. 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(f) 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. 8.04. Not Oualified .Tax-Exempt Obligations:. 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. 8.05. Reimbursement. The City certifies that the proceeds. of the Certificates will not be 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 rninimis 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. 8.06. 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 11 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 Certficateowner means, in respect of a Certificate, the registered owner or owners thereof appearing in the bond register maintained by the Registraz 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 the fiscal year ending December 31, 2006, 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 yeaz 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 Standazds Boazd 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 prepazed 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 pazagra h, if the audited financial statements are not available b p Y 12 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. (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 1Vlaterial 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 Certificate 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. 13 (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 are .prepared; and {E} any change in the fiscal year of the City. (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, 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 Certificates at the request of the City and, of the expense of such Certificateowner, to any Certificateowner 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 are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this section will not cause participating underwriters in the. primary offering of the 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. I4 {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 may be subject to customary. qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature. or status of the.: City or the type of operations conducted by the City, or (b) is required by, ar 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 paragraph. (b)(5) of the Rule at the time of the primary offering of the Certf Cates, :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 Certificateowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons far. 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. . APPROVED AND ADOPTED this 2"d day of October, 2006. CITY OF LAKEVILLE, By: ` Robert D. Jo n,1Vlayor ATT Chazlene Friedges, City C 15 1,585,040 City of Lakeville, Minnesota General Obligation Equipment Certificates of Indebtedness, Series 20O6A Post-Sale Tax Levies Date Principal coupon interest Total P+1 105% Overlevy Levy Amount Levy Year o2rov2oo7 _ _ - _ 02/01/200$ 360,000.00 4.000% 82,067.78 442,067.78 464,171.17 464,171.17 2006* 02/01/2009 395,000.00 4.000% 49,000.00 444,000.00 466,200.00 466,200.00 2007 02/01/2010 405,000.00 4.000°Io 33,200.00 438,200.00 460,110.00 460,110.00 2008 02/01/2011 425,000.00 4.000°k 17,000.00 442,000.00 464,100.00 464,1.00.00 2009 Total $1,585,000.00 - $181,267.78 $1,766,267.78 $1,854,581.17 $1,854,581.17 "A potfion of this payment will be paid by accrued interest, pr+emlum and unused discount. Series 2008A Equipment PO ~ SINGLE PURPOSE ~ 10/ 2/2008 ~ 90:56 AM Springsted Incorporated 380 Jackson Street, Suite 300 S p C i n g S t e d saint Paul, MN 55101-2sa~ Tei: 651-223=3000 Fax: 651-223-3002 Email: advisors~springsted.com wwwspringsted.com 51,585,000 'CITY OF LAKEVILLE, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A (BOOK ENTRY ONLY). AWARD: RAYMOND JAMES 8 ASSOCIATES SALE: October 2, 2006 Moody's Rating: Aa2 Interest - Net interest- True Interest Bidder Rates Price Cost Rate RAYMOND JAMES & ASSOCIATES 4.00% .2008-2011 $1,600,825.70 $1`65,442.08 3.6203% BC CAPITAL MARKETS 4.00% 2008-2011 $1,600,157.95 $166,109.83 3.6359% ° - 3.6488% CRONIN & COMPANY, INCORPORATED 4.00 /0 2008 2011 $1,599,607.50 $166,660.28 UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS, INC.. NORTHLAND SECURITIES 3.50% 2008-2009 $1,579,392.75. $165,796.25 3.661.4% 3.55% 2010-2011 WELLS FARGO BROKERAGE 3.55% 2008-2011 $1,579,452.50 $166,422.65 3.6755%° SERVICES, LLC PIPER JAFFRAY COMPANIES 4.00% 2008-2011 $1,597,478.00 $16$,789.78 3.6987% MILLER JOHNSON STEICHEN 3.45°!0 2008 $1,577,709.00 $168,159.57 3.7157% KINNARD, INC. 3.50% 2009 3.55% 2010 3.60% 2011 WACHOVIA SECURITIES 3.50% 2008 $1,576,282.50 $170,939.35 3.7797% 3.55°k 2009 3.60% 2010-2011 (Continued) Public Sector Advisors _ . REOFFERING SCHEDULE OF THE PURCHASER .Rate Year Yield 4.00% 2008 3.51 % 4.00% 2009 3.51.% 4.00% 201 Q 3.53% 4.00% 2011 3.55% BBI: 4.23% Average Maturity: 2.859 Years . Pubiic Sector Advisors.