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HomeMy WebLinkAbout01-222 a CITY OF LAKEVILLE RESOLUTION Date December 3, 2001 ReSOlutlori NO. 01'222 MOtlon By David Luick Seconded By Laurie Rieb RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $770,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2001B BE IT RESOLVED by the City Council of the City of Lakeville,'l~Iinnesota (the City), as follows: SECTION 1. SEALED PROPOSALS. It was reported that six (6) sealed proposals for the purchase_of $770,000 General Obligation Equipment Certificates of Indebtedness, Series 2001B, were received priorto 10:00 o'clock a.m., pursuant to the Official Statement distributed to potential purchasers of the Certificates by Springsted Incorporated, financial consultant 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. This Council, by Resolution No. 01-190 duly adopted on October 15, 2001, authorized the issuance and sale of $770,000 General. Obligation Equipment Certificates of Indebtedness, Series 2001B (the Certificates) of the City to finance the costs of acquiring items of capital equipment (the Project). Said items of capital equipment have a useful life not less than the term of the Certificates. The principal amount of the Certificates does not exceed .25 percent of the market value of taxable property in the City. 2.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the City by Springsted Incorporated, sealed. 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 Cronin & Company, Incorporated, in Minneapolis, Minnesota and associates (the Purchaser), to purchase the Certificates at a price of $774,605.20 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. Thee sale of the .Certificates is hereby awarded to the Purchaser and the Mayor and 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 Proposal. The good faith deposit [ • 85 E. SEVENTH PLACE, SUTTE 100 SAINT PAl1L, MN .55101-2887 651.223.3000 FAX: 651,223.3002. E-MAIL: advisors@springsted,com SPRINGSTED Advisors to the Public Sector $770,000 CITY OF LAKEVILLE, MINNESOTA GENERAL OBLIGATION EGIUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 20018 (BOOK ENTRY ONLY) AWARD: CRONIN & COMPANY, INCORPORATED ~LE: December 3, 2001 Moody's Rating: Al Interest Net Interest True Interest Bidder Rates Price Cost Rate CRONIN & COMPANY, INCORPORATED. 3.00% 2002 $774,605.20 $70,994.80 3.3577% 3.50% 2004-2005 4.00% -2006 RBC DAIN RAUSCHER 3.00% 2002 $771,222.30.... $71,452J0 ,3.3922% 3.25% 2004. 3.50% 2005 3.75% 2006 WACHOVIA SECURITIES 2.00% 2002 $765,296.31 $73,028.69 3.4800% 3.00% 2004 3.50% 2005. 3.75% 2006 U.S. BANCORP PIPER JAFFRAY tNC. 2.50% 2002 $763,070.00 $72,810.00 3.4833% 2.90% 2004 . 3.20% 2005 3.50% 2006 UNITED BANKERS''BANK 2.50% 2002 $764,775.00 $76,250.00 3.6398% ...3.25% 2004 3.50% 2005 3.75% 2006 (Continued) CORPORATE OFFICE: SAINT PAUL, MN • Visit our website at wwwspringsted.com I)BS MOINES, IA • MILWAUKEE, WI • MINNEAPOLIS, MN OVERLAND PARK, KS VII2GINIA BEACH, VA WASHINGTON, DC i(: Interest Net Interest True' Interest Bidden Rates Price Cost Rate MILLER JOHNSON STEICHEN 2.00% 2002 $763,070.00 $77,850.00 3.717T~' KINNARD, INC. 3.35% 2004 BERNARDI SECURITIES, 3.50% 2005 INCORPORATED 3.90% 2006 REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield - 3.00% 2002 2.25% 3.50% 2004 3.00%' 3.50% 2005 3.30% 4.00% 2006.:. 3.60% BBI: 5.15° Average Maturity: 2.727:Years 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 3. OBLIGATION TERMS• REGISTRATION; EXECUTION AND DELIVERY. 3.01. Issuance of Certificates. All acts, conditions and things which aze 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. Maturities• Interest Rates• Denominations and Pa meet. The Certificates shall be originally dated as of December 1, 2001, shall be in the denomination of $5,000 each, or any integral multiple thereof,. of single maturities, shall mature on December 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 yeazs and amounts, as follows:. Year Amount Rate. 2002 $330,000 3.00% 2004 140,000 3.50 2005 150,000 3.50 2006 150,000 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; provided that, so long as .the Certificates are registered in the name of a securities depository, or a nominee thereof,. in accordance with Section 3.08 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 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 June 1 and December 1, commencing. June 1, 2002, 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 calendaz 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. 3.04. Redemption. The Certificates shall not be subject to prepayment prior to their stated maturities. 3.OS. Appointment of Initial Re ig straz. The City hereby appoints U,S. Bank Trust National Association, in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registraz). The Mayor and Clerk are authorized to execute and deliver, on 2 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. 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 upon thirty days' notice and upon. the appointment 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. 3.06. 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 at its principal corporate trust office a band 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 an~ 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 presentedto 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 transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) .Persons Deemed Owners. The 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 3 of receiving payment of or an 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 anexchange-upon a partial redemption of an 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 an Certificate. destroyed, stolen ar 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 sha1T 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. ff 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. All 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. 3.07. Execution, Authentication and Delivery. The Certificates shall be prepared under the direction of the Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the Clerk, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the 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 an authorized representative of the Registrar. Certificates of authentication on different Certificates need not be signed by the same representative. The 4 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 Finance Director 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. 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 sender agrees to comply with DTC's Operational Arrangements. (b) The Certificates .shall be initially issued as separately authenticated fully registered obligations, 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 obligation to 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 alT principal of and interest on such Certificate, and shall give all notices with s respect to such. Certificate, only to Cede & Co. in accordance with DTC's Operational 5 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 principal and interest. Upon delivery by DTC to the Registraz 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 Registraz, .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 Clerk is .hereby authorized and directed. (e) In the event that any transfer or exchange of Certificates is permitted under pazagraph (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. Certif Cates in the form of bond certificates. 3.09. Form of Certificates. The Certificates shall be prepared in substantially the following form: 6 UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF LAKEVILLE GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2001B Interest Rate Maturity Date Date of Original Issue CUSIP No. December 1, 2001 REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF LAKEVILLE, DAKOTA COUNTY, 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 June 1 and December 1 of each year, commencing June 1, 2002, 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 Trust National Association in St. Paul, Minnesota, as bond registrar, transfer agent and paying agent, or its successor designated under the Resolution described herein (the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the. full faith .and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Certificate is one of an issue in the aggregate principal amount. of $770,000 issued pursuant to a resolution adopted by the City Council on December 3, 2001 (the .Resolution), to finance the costs of acquisition of capital equipment, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Certificates are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City at the principal office of the Registrar, by the registered. owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer. satisfactory to the Registrar, duly 7 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 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. 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 allprincipal 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. The Certificates have been designated by the City as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986. 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-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 2001B 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; 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 and that the opinion printed .hereon is a full and correct copy of the legal opinion given by Bond Counsel with reference to the Certificates, dated as of the date of original delivery of the Certificates. i g 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 the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Lakeville, Dakota County, Minnesota, by its City Council, has caused this Certificate to be executed on its behalf by the facsimile signatures of the Mayor and Clerk and has caused this Certificate to be dated as of the date set forth below. CITY OF LAKEVILLE, MINNESOTA (facsimile signature - Clerk) (facsimile signature -Mayor) CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within. Date of Authentication: U.S. BANK TRUST NATIONAL ASSOCIATION, as Registrar By Authorized. Representative [insert legal opinion] 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 asCustodian 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. 9 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] SECTION 4. GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS SERIES 2001B 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 io be known as the General Obligation Equipment Certificates of Indebtedness, Series 2001B 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) any amount in excess of $763,070 received from the Purchaser; (b) all taxes levied. and collected in accordance with this Resolution; and (c) such other funds as may be appropriated from time to time by the City Council to the Bond Fund to pay principal and interest on the Certificates. 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 ~°Io in excess of the amount needed to meet -10 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: Lev~Years Collection Years Amount 2001-2004 2002-2005 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, all pledges, covenants and. other rights granted by this Resolution. to the holders 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 dme 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 7. CERTIFICATION OF PROCEEDINGS. 7.01. RegListration 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 bylaw has been levied. 7.02. 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. • 7.03. Official Statement. The Official Statement relating to the Certificates, dated November 15, 2001, prepared and delivered on behalf of the City by Springsted Incorporated, is 11 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• REIMBURSEMENT 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 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 and installation 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. 8.02. Arbitrage Certification. The Mayor and 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 Section 1.148-2(b) of the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the 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 Exemption. (a) It is hereby found that the City has general taxing powers, that no Certificate is a "private activity bond" within the meaning of Section. 141 of the Code, that 95% or more of the net proceeds of the Certificates are to be used for local governmental activities of the City, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the City and all subordinate entities thereof during the year 2001 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to Section 148(f)(4)(D) of the Code,. the City shall not be required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. 12 (b) Notwithstanding the provisions of paragraph (a) of this Section 8.03, if the azbitrage rebate provisions of Section 148(f) of the Code apply to the Certificates, the City hereby covenants and agrees to make the determinations, retain records and rebate to the United States the. amounts at the times and in the manner required by said Section 148(f) and applicable Regulations. 8.04. Oualifed Tax-Exempt Obli atg ions. The City Council hereby designates 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, and. hereby finds that the reasonably anticipated amount of qualified tax-exempt obligations. (within the meaning of .Section 265(b)(3) of the Code) which will be issued by the City and all subordinateentities during calendar yeaz 2001 does not exceed $10,000,000. 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 declazation 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(fj(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 action at law or in equity may appeaz necessazy 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 bylaw. 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 Certificateowner 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 13 • 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, 2001, 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 14 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 Disclasure 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 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 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. (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); 15 (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, at 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;.Inter~retation. (1) The covenants of the City in this section shall remain in effect solong 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. (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 16 • 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 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 for the amendment and the effect, if any, of the change in he 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 3~ day of December, 2001. CITY OF LAKEVILLE ti~~ By. Robert. D Jo on, Mayor EST: ~ harlene Friedges, City Cl 17 r i e _ • - City of Lakeville, Minnesota ~~~o,ooo General Obligation Equipment Certificates, Series 2001 B LEVY COMPUTATION Date Principal Coupon Interest Total P+I 105% Overlevy Levy Year 12/01/2002 330,000.00 3.000% .26,050.00 356,050.00 373,852.50 2001 12/01 /2003 - 16,150.00 16,150.00 16,957.50 2002 12/01 /2004 140,000.00 3.500% 16,150.00 156,150.00 163,957.50 2003 12/01 /2005 150,000.00 3.500% 11,250.00 161,250.00 169,312.50 2004 12/01/2006 150,000.00 4.000% 6,000.00 156,000.00 163,800.00 2005 Total 770,000.00 - 75,600.00 845;600.00 887,880.00 - SIGNIFICANT DATES Dated 12/01 /2001 Delivery Date 12/20/2001 First Coupon Date 6/01/2002 YIELD STATISTICS Accrued Interest from 12/01/2001 to 12/20/2001 1,374.86 Bond Year Dollars $2,100.00 Average Life 2.727 Years Average Coupon 3.6000000% Net Interest Cost (NIC) 3.3807048% True Interest Cost (TIC) 3.3577518% Bond Yield for Arbitrage Purposes 3.1796328% - All Inclusive Cost (AIC) 4.1161489% Weighted Average Maturity 2.680 Years Springsted Incorporated File = LAKEVILLE 2.SF-2001 BPost-Sale- SINGLE PURPOSE Public Finance Advisors 12/.3/2001.11:56 AM