08-28 - 06-03 - Sale Providing for the Payment of $750,000 General Obligation Equipment Certificates Indebtedness Series 2008BResolution 08-28
June 3, 2008
Member introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE
FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $750,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2008B
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota
(the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council, by resolution duly adopted on May 6,
2008, authorized the issuance and sale of $750,000 General Obligation Equipment
Certificates of Indebtedness, Series 2008B (the Obligations) of the Issuer to finance the
costs of acquiring items of capital equipment (the Project). Said items of capital equipment
have a useful life not less than the term of the Obligations. The principal amount of the
Obligations does not exceed .25 percent of the market value of taxable property in the
Issuer.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement
prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the
purchase of the Obligations were received at or before the time specified for receipt of
proposals. The proposals have been opened, publicly read and considered and the
purchase price, interest rates and net interest cost under the terms of each proposal have
been determined. The most favorable proposal received is that of
in ,
and associates (the Purchaser), to purchase the Obligations at a
price of $ plus accrued interest on all Obligations to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Obligations is hereby awarded to the Purchaser
and the Mayor and City Manager are hereby authorized and directed to execute a contract
on behalf of the Issuer for the sale of the Obligations in accordance with the terms of the
proposal. The good faith deposit of the Purchaser shall be retained by the Issuer until the
Obligations have been delivered, and shall be deducted from the purchase price paid at
settlement.
Section 2. Obligation Terms; Registration; Execution and Delivery.
2.01. Issuance of Obligations. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist, to
happen and to be performed precedent to and in the valid issuance of the Obligations
having been done, now existing, having happened and having been performed, it is now
necessary for the City Council to establish the form and terms of the Obligations, to provide
security therefor and to issue the Obligations forthwith.
11
2.02. Maturities; Interest Rates; Denominations and Payment. The
Obligations shall be originally dated as of June 15, 2008, shall be in denominations of
$5,000 or any integral multiple thereof, of single maturities, shall mature on February 1 in
the years and amounts stated below, without option of prior payment, and shall bear
interest from date of issue until paid at the annual rates set forth opposite such years and
amounts, as follows:
Year Amount Interest Rate
2010 $245,000 %
2011 250,000
2012 255,000
The Obligations shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Obligation at the principal office of the Registrar described herein,
the principal amount thereof, shall be payable by check or draft issued by the Registrar
described herein. Upon the initial delivery of the Obligations pursuant to Section 2.07, and
upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Obligation so delivered, exchanged or transferred.
2.03. Dates and Interest Payment Dates. Interest on the Obligations shall be
payable on each February 1 and August 1, commencing February 1, 2009, to the owners of
record thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2.04. Redemption. The Obligations shall not be subject to prepayment prior
to their stated maturities.
2.05. Appointment of Initial Registrar. The Issuer hereby appoints U.S. Bank
National Association, St. Paul, Minnesota, as the initial bond registrar, transfer agent and
paying agent (the Registrar) for the Obligations. The Mayor and City Manager are
authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar.
The Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Obligations in its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the
Issuer and the Registrar with respect thereto shall be as follows:
(a) Re iq ster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Obligations and
the registration of transfers and exchanges of Obligations entitled to be registered,
transferred or exchanged.
(b) Transfer of Obligations. Upon surrender for transfer of any Obligation
duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized by the registered owner in
writing, the Registrar shall authenticate and deliver, in the name of the designated
Oil
transferee or transferees, one or more new Obligations of a like aggregate principal
amount and maturity, as requested by the transferor. The Registrar may, however,
close the books for registration of any transfer after the fifteenth day of the month
preceding each interest payment date and until such interest payment date.
(c) Exchange of Obligations. Whenever any Obligations are surrendered by
the registered owner for exchange the Registrar shall authenticate and deliver one
or more new Obligations of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Obligations surrendered upon any transfer or exchange
shall be promptly canceled by the Registrar and thereafter disposed of as directed
by the Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation is presented to
the Registrar for transfer, the Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Obligation or separate instrument of transfer
is valid and genuine and that the requested transfer is legally authorized. The
Registrar shall incur no liability for the refusal, in good faith, to make transfers which
it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The Issuer and the Registrar may treat the
person in whose name any Obligation is at any time registered in the bond register
as the absolute owner of the Obligation, whether the Obligation shall be overdue or
not, for the purpose of receiving payment of or on account of, the principal of and
10 interest on the Obligation 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 Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Obligations
(except for an exchange upon a partial redemption of an Obligation), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to
such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any Obligation
shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Obligation of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Obligation or in lieu of
and in substitution for any Obligation destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and,
in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of
evidence satisfactory to it that the Obligation was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar of an appropriate bond
or indemnity in form, substance and amount satisfactory to it, in which both the
Issuer and the Registrar shall be named as obligees. All Obligations so surrendered
to the Registrar shall be canceled by it and evidence of such cancellation shall be
® given to the Issuer. If the mutilated, destroyed, stolen or lost Obligation has already
matured or been called for redemption in accordance with its terms it shall not be
necessary to issue a new Obligation prior to payment.
3
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Obligations issued upon any transfer or exchange of
Obligations shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Resolution as the Obligations
surrendered upon such transfer or exchange.
2.07. Execution, Authentication and Delivery. The Obligations shall be
prepared under the direction of the City Manager and shall be executed on behalf of the
Issuer by the signatures of the Mayor and the City Manager, provided that the signatures
may be printed, engraved or lithographed facsimiles of the originals. In case any officer
whose signature or a facsimile of whose signature shall appear on the Obligations shall
cease to be such officer before the delivery of any Obligation, such signature or facsimile
shall nevertheless be valid and sufficient for all purposes, the same as if such officer had
remained in office until delivery. Notwithstanding such execution, no Obligation shall be
valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on the Obligation has been duly
executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Obligations need not be signed by the same
representative. The executed certificate of authentication on each Obligation shall be
conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Obligations have been prepared, executed and authenticated, the City Manager
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.
2.08. Securities Depository. (a) For purposes of this section the following
terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to an Obligation,
the person in whose name such Obligation is recorded as the beneficial owner of such
Obligation by a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Obligations.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution
for which DTC holds Obligations as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to
which the sender agrees to comply with DTC's Operational Arrangements.
(b) The Obligations shall be initially issued as separately authenticated fully
registered obligations, and one Obligation shall be issued in the principal amount of each
stated maturity of the Obligations. Upon initial issuance, the ownership of such Obligations
shall be registered in the bond register in the name of Cede & Co., as nominee of DTC.
0
The Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive
owner of the Obligations registered in its name for the purposes of payment of the principal
of or interest on the Obligations, selecting the Obligations or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners
of Obligations under this resolution, registering the transfer of Obligations, and for all other
purposes whatsoever; and neither the Registrar nor the Issuer shall be affected by any
notice to the contrary. Neither the Registrar nor the Issuer shall have any responsibility or
obligation to any Participant, any person claiming a beneficial ownership interest in the
Obligations under or through DTC or any Participant, or any other person which is not
shown on the bond register as being a registered owner of any Obligations, with respect to
the accuracy of any records maintained by DTC or any Participant, with respect to the
payment by DTC or any Participant of any amount with respect to the principal of or interest
on the Obligations, with respect to any notice which is permitted or required to be given to
owners of Obligations under this resolution, with respect to the selection by DTC or any
Participant of any person to receive payment in the event of a partial redemption of the
Obligations, or with respect to any consent given or other action taken by DTC as
registered owner of the Obligations. So long as any Obligation is registered in the name of
Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on
such Obligation, and shall give all notices with respect to such Obligation, only to Cede &
Co. in accordance with DTC's Operational Arrangements, and all such payments shall be
valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the
principal of and interest on the Obligations to the extent of the sum or sums so paid. No
person other than DTC shall receive an authenticated Obligation for each separate stated
maturity evidencing the obligation of the Issuer to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Obligations will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of the
Beneficial Owners that they be able to obtain Obligations in the form of bond certificates,
the Issuer may notify DTC and the Registrar, whereupon DTC shall notify the Participants
of the availability through DTC of Obligations in the form of certificates. In such event, the
Obligations will be transferable in accordance with paragraph (e) hereof. DTC may
determine to discontinue providing its services with respect to the Obligations at any time
by giving notice to the Issuer and the Registrar and discharging its responsibilities with
respect thereto under applicable law. In such event the Obligations will be transferable in
accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC, if not
previously filed with DTC, by the Mayor or City Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Obligations is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon
receipt by the Registrar of the Obligations to be transferred or exchanged and appropriate
instruments of transfer to the permitted transferee in accordance with the provisions of this
resolution. in the event Obligations in the form of certificates are issued to owners other
than Cede & Co., its successor as nominee for DTC as owner of all the Obligations, or
another securities depository as owner of all the Obligations, the provisions of this
resolution shall also apply to all matters relating thereto, including, without limitation, the
5
•
•
printing of such Obligations in the form of bond certificates and the method of payment of
principal of and interest on such Obligations in the form of bond certificates.
2.09. Form of Obligations. The Obligations shall be prepared in substantially
the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS,
SERIES 2008B
Interest Rate Maturity Date
% February 1, 20_
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
Date of Original Issue CUSIP No.
June 15, 2008
THOUSAND DOLLARS
THE CITY OF GOLDEN VALLEY, MINNESOTA (the Issuer), acknowledges itself to
be indebted and for value received hereby promises to pay the principal sum specified
above on the maturity date specified above, without option of prior payment, with interest
thereon from the date hereof at the annual rate specified above, payable on February 1 and
August 1 in each year, commencing February 1, 2009, to the person in whose name this
Obligation is registered at the close of business on the fifteenth day (whether or not a
business day) of the 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, the principal hereof are payable in lawful money of
the United States of America by check or draft or other agreed means of payment by U.S.
Bank National Association, St. Paul, Minnesota as Registrar and Paying Agent (the
Registrar), or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become
due, the full faith, credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
This Obligation is one of an issue in the aggregate principal amount of $750,000
issued pursuant to a resolution adopted by the City Council on June 3, 2008 (the
Resolution), to finance the costs of acquisition of capital equipment, and is issued pursuant
to and in full conformity with the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations
are issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
The Obligations are not subject to optional redemption prior to maturity.
As provided in the Resolution and subject to certain limitations set forth therein, this
Obligation is transferable upon the books of the Issuer at the principal office of the
Registrar, by the registered owner hereof in person or by the owner's attorney duly
6
authorized in writing upon surrender hereof together with a written instrument of transfer
satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney,
jft and may also be surrendered in exchange for Obligations of other authorized
denominations. Upon such transfer or exchange the Issuer will cause a new Obligation or
Obligations to be issued in the name of the transferee or registered owner, of the same
aggregate principal amount, 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 Obligation, so long as this Obligation is
registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in
the name of any other nominee of The Depository Trust Company or other securities
depository, the Registrar shall pay all principal of and interest on this Bond, and shall give
all notices with respect to this Obligation, only to Cede & Co. or other nominee in
accordance with the operational arrangements of The Depository Trust Company or other
securities depository as agreed to by the Issuer.
•
The Obligations have been designated as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
The Issuer and the Registrar may deem and treat the person in whose name this
Obligation is registered as the absolute owner hereof, whether this Obligation is overdue or
not, for the purpose of receiving payment and for all other purposes, and neither the Issuer
nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be
done, to exist, to happen and to be performed prior to and in the issuance of this Obligation
in order to make it a valid and binding general obligation of the Issuer in accordance with its
terms, have been done, do exist, have happened and have been performed as so required;
that, prior to the issuance hereof, the City Council has levied ad valorem taxes on all
taxable property in the Issuer, which taxes will be collectible for the years and in amounts
sufficient to produce sums not less than five percent in excess of the principal of and
interest on the Obligations when due, and has appropriated such taxes to its General
Obligation Equipment Certificates of Indebtedness, Series 2008B Sinking Fund for the
payment of such principal and interest; that if necessary for payment of such principal and
interest, additional ad valorem taxes are required to be levied upon all taxable property in
the Issuer, without limitation as to rate or amount and that the issuance of this Obligation,
together with all other indebtedness of the Issuer outstanding on the date hereof and on the
date of its actual issuance and delivery, does not cause the indebtedness of the Issuer to
exceed any constitutional or statutory limitation of indebtedness.
This Obligation shall not be valid or become obligatory for any purpose or be entitled
to any security or benefit under the Resolution until the Certificate of Authentication hereon
shall have been executed by the Registrar by manual signature of one of its authorized
representatives.
7
IN WITNESS WHEREOF, the City of Golden Valley, Minnesota, by its City Council,
has caused this Obligation to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager and has caused this Obligation to be dated as of the date set forth
below.
CITY OF GOLDEN VALLEY, MINNESOTA
(facsimile signature - City Manager) (facsimile signature -
Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION, as Registrar
Authorized Representative
The following abbreviations, when used in the inscription on the face of this
Obligation, shall be construed as though they were written out in full according to the
applicable laws or regulations:
TEN COM - as tenants in common UTMA ................... as Custodian for .....................
(Cust) (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 Obligation and
all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the
said Obligation on the books kept for registration of the within Obligation, with full power of
substitution in the premises.
0 Dated:
NOTICE: The assignor's signature to this assignment
must correspond with the name as it appears upon the
face of the within Obligation in every particular, without
alteration or enlargement or any change whatsoever.
(0 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 bond form]
Section 3. General Obligation Equipment Certificates of Indebtedness, Series
2008B Sinking Fund. So long as any of the Obligations are outstanding and any principal
of or interest thereon unpaid, the City Manager shall maintain a separate debt service fund
on the official books and records of the Issuer to be known as the General Obligation
Equipment Certificates of Indebtedness, Series 2008B Sinking Fund (the Sinking Fund),
and the principal of and interest on the Obligations shall be payable from the Sinking Fund.
The Issuer irrevocably appropriates to the Sinking Fund (a) any amount in excess of
$ received from the Purchaser (including amounts representing capitalized
interest); (b) all taxes levied and collected in accordance with this Resolution; and (c) all
other moneys as shall be appropriated by the City Council to the Sinking Fund from time to
time. If the balance in the Sinking Fund is at any time insufficient to pay all interest and
principal then due on all Obligations payable therefrom, the payment shall be made from
any fund of the Issuer which is available for that purpose, subject to reimbursement from
the Sinking Fund when the balance therein is sufficient, and the City Council covenants and
agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency, which levy is not subject to any constitutional or
statutory limitation.
Section 4. Pledge of Taxing Powers. For the prompt and full payment of the
principal of and interest on the Obligations as such payments respectively become due, the
full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby
irrevocably pledged. In order to produce aggregate amounts not less than 5% in excess of
the amount needed to meet when due the principal and interest payments on the
Obligations, ad valorem taxes are hereby levied on all taxable property in the Issuer. The
taxes are to be levied and collected in the following years and amounts:
0
The taxes shall be irrepealable as long as any of the Obligations are outstanding and
unpaid, provided that the Issuer reserves the right and power to reduce the tax levies in
accordance with the provisions of Minnesota Statutes, Section 475.61.
Section 5. Defeasance. When all of the Obligations have been discharged
as provided in this section, all pledges, covenants and other rights granted by this
Resolution to the holders of the Obligations shall cease. The Issuer may discharge its
obligations with respect to any Obligations which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any
Obligation should not be paid when due, it may nevertheless be discharged by depositing
with the Registrar a sum sufficient for the payment thereof in full with interest accrued from
the due date to the date of such deposit. The Issuer may also at any time discharge its
obligations with respect to any Obligations, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such time and at such
rates and maturing or callable at the holder's option on such dates as shall be required to
pay all principal and interest to become due thereon to maturity.
Section 6. Certification of Proceedings.
6.01. Registration of Obligations and Levy of Taxes. The City Manager 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 Obligations have been duly
entered upon the Auditor's bond register and the tax required by law has been levied.
6.02. Authentication of Transcript. The officers of the Issuer and the County
Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to
Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records
relating to the Obligations and such other affidavits, certificates and information as may be
required to show the facts relating to the legality and marketability of the Obligations, as the
same appear from the books and records in their custody and control or as otherwise
known to them, and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the correctness of
all statements contained therein.
6.03. Official Statement. The Official Statement relating to the Obligations,
dated May _, 2008, prepared and delivered on behalf of the Issuer by Springsted
Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf
of the Issuer to prepare and distribute to the Purchaser within seven business days from
the date hereof, a supplement to the Official Statement listing the offering price, the interest
rates, selling compensation, delivery date, the underwriters and such other information
relating to the Obligations required to be included in the Official Statement by Rule 15c2-12
adopted by the Securities and Exchange Commission (the SEC) under the Securities
Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to
10
Lew Years
Collection Years
Amount
is
2008-2010
2009-2011
See attached Levy Computation
The taxes shall be irrepealable as long as any of the Obligations are outstanding and
unpaid, provided that the Issuer reserves the right and power to reduce the tax levies in
accordance with the provisions of Minnesota Statutes, Section 475.61.
Section 5. Defeasance. When all of the Obligations have been discharged
as provided in this section, all pledges, covenants and other rights granted by this
Resolution to the holders of the Obligations shall cease. The Issuer may discharge its
obligations with respect to any Obligations which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any
Obligation should not be paid when due, it may nevertheless be discharged by depositing
with the Registrar a sum sufficient for the payment thereof in full with interest accrued from
the due date to the date of such deposit. The Issuer may also at any time discharge its
obligations with respect to any Obligations, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable at such time and at such
rates and maturing or callable at the holder's option on such dates as shall be required to
pay all principal and interest to become due thereon to maturity.
Section 6. Certification of Proceedings.
6.01. Registration of Obligations and Levy of Taxes. The City Manager 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 Obligations have been duly
entered upon the Auditor's bond register and the tax required by law has been levied.
6.02. Authentication of Transcript. The officers of the Issuer and the County
Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to
Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records
relating to the Obligations and such other affidavits, certificates and information as may be
required to show the facts relating to the legality and marketability of the Obligations, as the
same appear from the books and records in their custody and control or as otherwise
known to them, and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the Issuer as to the correctness of
all statements contained therein.
6.03. Official Statement. The Official Statement relating to the Obligations,
dated May _, 2008, prepared and delivered on behalf of the Issuer by Springsted
Incorporated, is hereby approved. Springsted Incorporated is hereby authorized on behalf
of the Issuer to prepare and distribute to the Purchaser within seven business days from
the date hereof, a supplement to the Official Statement listing the offering price, the interest
rates, selling compensation, delivery date, the underwriters and such other information
relating to the Obligations required to be included in the Official Statement by Rule 15c2-12
adopted by the Securities and Exchange Commission (the SEC) under the Securities
Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to
10
execute such certificates as may be appropriate concerning the accuracy, completeness
and sufficiency of the Official Statement.
Section 7. Tax Covenants; Arbitrage Matters; Reimbursement and
Continuing Disclosure.
7.01. General Tax Covenant. The Issuer covenants and agrees with the
registered owners from time to time of the Obligations that it will not take, or permit to be
taken by any of its officers, employees or agents, any actions that would cause interest on
the Obligations to become includable in gross income of the recipient under the Internal
Revenue Code of 1986, as amended (the Code) and applicable Treasury Regulations (the
Regulations), and covenants to take any and all actions within its powers to ensure that the
interest on the Obligations will not become includable in gross income of the recipient
under the Code and the Regulations. In particular, the Issuer covenants and agrees that all
proceeds of the Obligations will be expended solely for the payment of the costs of
acquisition and installation of capital equipment to be owned and maintained by the Issuer
and used in the Issuer's general governmental operations. The Issuer shall not enter into
any lease, use or other agreement with any non-governmental person relating to the use of
the equipment or security for the payment of the Obligations which might cause the
Obligations to be considered "private activity bonds" or "private loan bonds" pursuant to
Section 141 of the Code.
7.02. Certification. The Mayor and City Manager being the officers of the
Issuer charged with the responsibility for issuing the Obligations pursuant to this
Resolution, are authorized and directed to execute and deliver to the Purchaser a
certificate in accordance with the provisions of Section 148 of the Code and Regulations,
stating the facts, estimates and circumstances in existence on the date of issue and
delivery of the Obligations which make it reasonable to expect that the proceeds of the
Obligations will not be used in a manner that would cause the Obligations to be "arbitrage
bonds" within the meaning of the Code and Regulations.
7.03. Arbitrage Rebate. The Issuer acknowledges that the Obligations are
subject to the rebate requirements of Section 148(f) of the Code. The Issuer covenants
and agrees to retain such records, make such determinations, file such reports and
documents and pay such amounts at such times as are required under said Section 148(f)
and applicable Regulations to preserve the exclusion of interest on the Obligations from
gross income for federal income tax purposes, unless the Obligations qualify for an
exception from the rebate requirement pursuant to one of the spending exceptions set forth
in Section 1.148-7 of the Regulations and no "gross proceeds" of the Obligations (other
than amounts constituting a "bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
7.04. Reimbursement. The Issuer certifies that the proceeds of the
Obligations will not be used by the Issuer to reimburse itself for any expenditure with
respect to the equipment which the Issuer paid or will have paid more than 60 days prior to
the issuance of the Obligations unless, with respect to such prior expenditures, the Issuer
shall have made a declaration of official intent which complies with the provisions of
Section 1.150-2 of the Regulations; provided that this certification shall not apply (i) with
is respect to certain de minimis expenditures, if any, with respect to the equipment meeting
the requirements of Section 1.150-2(f)(1) of the Regulations, or (ii) with respect to
11
"preliminary expenditures" for the equipment as defined in Section 1.150-2(f)(2) of the
Regulations which in the aggregate do not exceed 20% of the "issue price" of the
Obligations.
7.05. Qualified Tax -Exempt Obligations. The Obligations are hereby
designated 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 the
Issuer hereby finds that the reasonably anticipated amount of tax-exempt obligations
(within the meaning of Section 265(b)(3) of the Code) which will be issued by the Issuer
and all subordinate entities during calendar year 2008 does not exceed $10,000,000.
7.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for
the public availability of certain information relating to the Obligations and the security
therefor and to permit the Purchaser and other participating underwriters in the primary
offering of the Obligations to comply with amendments to Rule 15c2-12 promulgated by the
SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the Rule), which will
enhance the marketability of the Obligations, the Issuer hereby makes the following
covenants and agreements for the benefit of the Owners (as hereinafter defined) from time
to time of the Outstanding Obligations. The Issuer is the only obligated person in respect of
the Obligations within the meaning of the Rule for purposes of identifying the entities in
respect of which continuing disclosure must be made. The Issuer has complied in all
material respects with any undertaking previously entered into by it under the Rule.
If the Issuer fails to comply with any provisions of this section, any person aggrieved
thereby, including the Owners of any Outstanding Obligations, may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and
observance of any agreement or covenant contained in this section, including an action for
a writ of mandamus or specific performance. Direct, indirect, consequential and punitive
damages shall not be recoverable for any default hereunder to the extent permitted by law.
Notwithstanding anything to the contrary contained herein, in no event shall a default under
this section constitute a default under the Obligations or under any other provision of this
resolution.
As used in this section, Owner or Obligation Owner means, in respect of an
Obligation, the registered owner or owners thereof appearing in the bond register
maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if
such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in
form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial
Owner means, in respect of an Obligation, any person or entity which (i) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such
Obligation (including persons or entities holding Obligations through nominees,
depositories or other intermediaries), or (ii) is treated as the owner of the Obligation for
federal income tax purposes.
(b) Information To Be Disclosed. The Issuer will provide, in the manner set forth in
subsection (c) hereof, either directly or indirectly through an agent designated by the
Issuer, the following information at the following times:
12
(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending December 31, 2008, the following financial
information and operating data in respect of the Issuer (the Disclosure Information):
(A) the audited financial statements of the Issuer for such fiscal year,
containing balance sheets as of the end of such fiscal year and a statement of
operations, changes in fund balances and cash flows for the fiscal year then
ended, showing in comparative form such figures for the preceding fiscal year
of the Issuer, prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board as
modified in accordance with the governmental accounting standards
promulgated by the Governmental Accounting Standards Board or as
otherwise provided under Minnesota law, as in effect from time to time, or, if
and to the extent such financial statements have not been prepared in
accordance with such generally accepted accounting principles for reasons
beyond the reasonable control of the Issuer, noting the discrepancies
therefrom and the effect thereof, and certified as to accuracy and
completeness in all material respects by the fiscal officer of the Issuer; and
(B) To the extent not included in the financial statements referred to in
paragraph (A) hereof, the information for such fiscal year or for the period
most recently available of the type contained in the Official Statement under
the headings: City Property Values, City Indebtedness, City Tax Rates, and
Levies and Collections.
is Notwithstanding the foregoing paragraph, if the audited financial statements are not
available by the date specified, the Issuer shall provide on or before such date unaudited
financial statements in the format required for the audited financial statements as part of
the Disclosure Information and, within 10 days after the receipt thereof, the Issuer shall
provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is
updated as required hereby, from other documents, including official statements, which
have been submitted to each of the repositories hereinafter referred to under subsection (c)
or the SEC. If the document incorporated by reference is a final official statement, it must
be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly
identify in the Disclosure Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the Issuer have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the Issuer includes in the Disclosure Information
a statement to such effect; provided, however, if such operations have been replaced by
other Issuer operations in respect of which data is not included in the Disclosure
Information and the Issuer determines that certain specified data regarding such
replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then,
from and after such determination, the Disclosure Information shall include such additional
specified data regarding the replacement operations.
If the Disclosure Information is changed or this section is amended as permitted by
this paragraph (b)(1) or subsection (d), then the Issuer shall include in the next Disclosure
13
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;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a Material Fact is a fact as to which a substantial likelihood exists
that a reasonably prudent investor would attach importance thereto in deciding to buy, hold
or sell an Obligation or, if not disclosed, would significantly alter the total information
otherwise available to an investor from the Official Statement, information disclosed
hereunder or information generally available to the public. Notwithstanding the foregoing
sentence, a Material Fact is also an event that would be deemed material for purposes of
the purchase, holding or sale of an Obligation within the meaning of applicable federal
securities laws, as interpreted at the time of discovery of the occurrence of the event.
(3) In a timely manner, notice of the occurrence of any of the following events
or conditions:
(A) the failure of the Issuer to provide the Disclosure Information required
under paragraph (b)(1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to
subsection (d), together with a copy of such amendment or supplement and
any explanation provided by the Issuer under subsection (d)(2);
(C) the termination of the obligations of the Issuer under this section
pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which the
financial statements constituting a portion of the Disclosure Information are
prepared; and
(E) any change in the fiscal year of the Issuer.
(c) Manner of Disclosure. The Issuer agrees to make available the information
described in subsection (b) to the following entities by telecopy, overnight delivery, mail or
other means, as appropriate:
14
(1) the information described in paragraph (1) of subsection (b), to each then
nationally recognized municipal securities information repository under the Rule and
to any state information depository then designated or operated by the State of
Minnesota as contemplated by the Rule (the State Depository), if any;
(2) the information described in paragraphs (2) and (3) of subsection (b), to
the Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection (b), to any rating agency then
maintaining a rating of the Obligations at the request of the Issuer and, at the
expense of such Obligation Owner, to any Obligation Owner who requests in writing
such information, at the time of transmission under paragraphs (1) or (2) of this
subsection (c), as the case may be, or, if such information is transmitted with a
subsequent time of release, at the time such information is to be released.
(d) Term; Amendments; Interpretation.
(1) The covenants of the Issuer in this section shall remain in effect so long
as any Obligations are Outstanding. Notwithstanding the preceding sentence,
however, the obligations of the Issuer under this section shall terminate and be
without further effect as of any date on which the Issuer delivers to the Registrar an
opinion of Bond Counsel to the effect that, because of legislative action or final
judicial or administrative actions or proceedings, the failure of the Issuer to comply
with the requirements of this section will not cause participating underwriters in the
primary offering of the Obligations to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended, or any statutes
or laws successory thereto or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure
Information) may be amended or supplemented by the Issuer from time to time,
without notice to (except as provided in paragraph (c)(3) hereof) or the consent of
the Owners of any Obligations, by a resolution of this Council filed in the office of the
recording officer of the Issuer accompanied by an opinion of Bond Counsel, who
may rely on certificates of the Issuer and others and the opinion may be subject to
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 Issuer or the type of
operations conducted by the Issuer, 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 Obligations, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule
as in effect and interpreted at the time of the amendment or supplement was in
effect at the time of the primary offering; and (iii) such amendment or supplement
does not materially impair the interests of the Obligation Owners under the Rule.
If the Disclosure Information is so amended, the Issuer agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
15
(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.
(e) Alternate Filing System. To the extent any filing or notification is required
to be made to any National Repository or the State Depository, the Issuer reserves
the right to use www.DisclosureUSA.org, currently maintained by the Municipal
Advisory Council of Texas or any similar system acceptable to the SEC.
Linda R. Loomis, Mayor
•
ATTEST:
Susan M. Virnig, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member
and upon a vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted, signed by the Mayor
and her signature attested by the City Clerk.
16
•
•
C7
PROJECTED LEVIES
Date Levy
2009
2010
2011
Total s