11-21 - 05-03 - authorize issuance, award sale - $655,000 certificates of indebtedness, series 2011B CERTIFICATION OF MINUTES RELATING TO
$655,000 GENERAI,OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
. SERIES 2011 B
Issuer: City of Golden Va11ey,Minnesota
Governing Bady: City Council
Kind,date,time and place of ineeting: A regular meeting held May 3,2011,at 6:30 P.M., at the
City offices.
Memberspresent: L�mis, Freiberg, Pentel, Scanlon, and Shaffer
Members absent: None
Documents Attached:
Minutes of said meeting(including): �
RESOLUTION NO. 11-21
RESOLUTION AUTHORIZING ISSUANCE,AWARDING
SALE,PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF$655,000 GENERAI..
OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 2011B
I,the undersigned,being the duly qualified and acting recording officer of the
public corporation issuing the obligations refened to in the title of this certificate,certify that the
documents attached hereto,as described above,have been carefully compared with the original
records of said corporation in my legal custody,from which they have been transcribed;that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation,and correct and complete copies of a11 resolutions and other actions
taken and of all documents approved by the governing body at said meetin.g,so far as they relate
to said obligations and that said meeting was duly held by the governing body at the time and
place and was attended tbraughout by the members indicaxed above,pursuant to ca11 and notice
of such meeting given as required by law.
WITNESS my hand officially as such recording officer ��� ��� ,2011.
� "'
City Clerk
It was reported that 2 proposals for the purchase of$655,000 General
Obligation Equipment Certificates of Indebtedness, Series 2011B were received prior to 10:00
a.m.,pursuant to the Official Statement distributed to potential purchasers of the Obligations by
Springsted Incorporated, financial consultants to the lssuer. The proposals have been publicly
opened,read and tabulated and were found to be as follows:
See Attached
Springstedlncorporated
380 Jackson Street, Suite 300
Saint Paul,MN 55101-2887
� Springsted
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@springsted.com
www.springsted.com
$655,000*
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,SERIES 2011B
(BOOK ENTRY ONLI�
AWARD: UMB BANK, N.A.
SALE: May 3,2011 Moody's Rating: Aaa
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
UMB BANK, N.A. 0.70% 2013 $652,445.50 $21,707.94 1.2206%
1.00% 2014
1.30% 2015
CRONIN 8c COMPANY, INC. 2.00% 2013-2015 $665,825.15 $24,790.41 1.3767%
These Certificates are being reoffered at Par.
BBI: 4.86%
Average Maturity: 2.719 Years
* Subsequent to bid opening, the issue size was not changed.
Public Sector Advisors
Councilmember Pentel introduced the following resolution and moved its adoption,which
morion was seconded by Councilmember Freiberg:
RESOLUTION AUTHORIZING ISSUANCE,AWARDING
SALE,PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $655,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES OF .
Il�TDEBTEDNESS, SERIES 2011B
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 Apri120,2011,
authorized the issuance and sale of$655,000 General Obligation Equipment Certificates of
Indebtedness, Series 2011B (the Obligations) of the Issuer to fmance 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 0.25
percent of the market value of taxable property in the Issuer.
1.02. Sale. Pursuant to the Terms of Proposal and the Official Staxement
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 ternis of each proposal have been determined. The most favorable
proposal received is that of UMB Bank N.A., in Kansas City,Missouri and associates(the
Purchaser),to purchase the Obligations at a price of$652,445.50 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 Obli ations. All acts, condirions and things which are required
by the Constitution and laws of the State of Minnesota to be done,to e�cist,to happen and to be
performed prior to and in the valid issuance of the Obligations having been done,now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Obligations,to provide security therefor and to issue the
Obligations forthwith.
2.02. Maturities; Interest Rates; Denominations and Pavment. The Obligations
shall be originally dated as of May 15, 2011, shall be in denominations of$5,000 or any integial
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
2013 $215,000 0.700%
2014 220,000 1.000
2015 220,000 1.300
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 Pavment Dates. Interest on the Obligations shall be
payable on each February 1 and August 1,commencing February l,2012,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. Apuointment of Initial Re ig strar. 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 ig ster. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registrarion of ownership of Obligations and the
registration of transfers and exchanges of Obligations entitled to be registered,transferred
or exchanged.
(b) Transfer of Obli at� ions. Upon surrender for transfer of any Obligation duly
endorsed by the registered owner thereof or accompanied by a written inshument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing,the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Obligations of a like aggregate principal amount and maturity, as requested
by the transferor. The Registrar may,however, close the books for registration of a.ny
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transfer after the fifteenth day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Obli ations. Whenever any Obligations are surrendered by the
registered owner for exchange the Registrar sha11 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.
(fl Persons Deemed Owners. The Issuer and the Registrar may treat the person in
whose name any Obligation is at any time registered in the bond register as the absolute
owner of the Obligation,whether the Obligation shall be overdue or not, for the purpose
of receiving payment of or on account of,the principal of and interest on the Obligation
and for all other purposes, and all payments made to any registered owner or upon the
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 Destroved Obli atg ions. 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 a.nd 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
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accordance with its terms it shall not be necessary to issue a new Obligation prior to
payment.
(i) Authenticating A ent. The Registrar is hereby designated authenticating
agent for the Obligations,within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
(j) Valid Obli ag tions. 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 Deliverv. 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 Depositary. (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.
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(b) The Obligations shall be initially issued as separately authenticated fully
registered obligations, and one Obligation shall be issued in the principal amount of each stated
maturity of the Obligations. Upon initial issuance,the ownership of such Obligations shall be
registered in the bond register in the name of Cede&Co., as nominee of DTC. The Registrar
and the Issuer may treat DTC(or its nominee) as the sole and exclusive owner of the Obligations
registered in its name for the purposes of payment of the principal of or interest on the
Obligations, selecting the Obligations or portions thereof to be redeemed, if any,giving any
notice permitted or required to be given to registered owners of Obligations under this resolution,
registering the transfer of Obligations, and for all other purposes whatsoever, and neither the
Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor
the Issuer shall have any responsibility or obligation to any Participant, any person claiming a
beneficial ownership interest in the Obligations under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of any
Obligations,with respect to the accuracy of any records maintained by DTC or any Participant,
with respect to the payment by DTC or any Participant of any amount with respect to the
principal of or interest on the Obligations,with respect to any notice which is permitted or
required to be given to owners of Obligarions 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 Obligarion 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
[ssuer 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 pernutted 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 instiuments of
5
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 Obligarions, or another securities depository as
owner of all the Obligations,the provisions of this resolution shall also apply to all matters
relating thereto,including,without limitation,the printing of such Obligations in the form of
bond certificates and the method of payment of principal of and interest on such Obligations in
the form of bond certificates.
2.09. Form of Obli ations. 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 2011B
Interest Rate Maturi , Date Date of Ori�inal Issue CUSIP No.
\ % February 1,20_ May 15, 201 l
REGISTERED OWNER: CEDE&CO.
PRINCIl'AL AMOUNT: THOUSAND DOLLARS
THE CTTY OF GOLDEN VALLEY,NIINNESOTA(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, 2012,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$655,000 issued
pursuant to a resolution adopted by the City Council on May 3, 2011 (the Resolution),to finance
the costs of acquisition of capital equipment, and is issued pursuant to and in full confornuty
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.
6
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 authorized in writing upon
surrender hereof together with a written instniment of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Obligations of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount,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 2011B 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.
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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.
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 si�nature-Mavor)
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution mentioned within.
Dated: U.S. BANK NATIONAL ASSOCIATION, as Registrar
By
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)
TT TEN--as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
8
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 registrarion of the within Obligation,with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature to this assignment
must conespond with the name as it appears upon the face
of the within Obligation in every particular,without
alteration or enlargement or any change whatsoever.
Signature Guaranteed:
Signature(s)must be guaranteed by an"eligible
guarantor institution"meeting the requirements
of the Registrar,which requirements include
membership or participation in STAMP or such
other"signature guaranty program"as may be
deternuned 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 Obli ah� 'on Equinment Certificates of Indebtedness, Series
2011B Sinkin�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 2011B 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$651,070.00 received from the
Purchaser; (b) all taxes levied and collected in accordance with this Resolution; and(c) all other
moneys as shall be appropriated by the City Council to the 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
9
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 Taxin�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:
Leyy Years Collection Years Amount
2011-2013 2012-2014 See attached Levy Computation
The taaces 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 accorda.nce 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 Registra.r 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 or trust company 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 Proceedin�s.
6.01. Re�istration of Obli�ations 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 Transcrivt. 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
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certified copies, affidavits and certificates,including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements conta.ined therein.
6.03. Official Statement. The Official Statement relating to the Obligations,
dated Apri121,2011,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 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 Continuin�
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 pemut 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, staring 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. Arbitra�e Rebate. The Issuer acknowledges that the Obligations are subject
to the rebate requirements of Section 148(�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(fl and applicable Regulations to
preserve the exclusion of interest on the Obligations from gross income for federal income t�
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
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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 respect to certain de minimis
expenditures, if any,with respect to the equipment meeting the requirements of Section 1.150-
2(fl(1)of the Regulations, or(ii)with respect to"preliminary expenditures"for the equipment as
defined in Section 1.150-2(fl(2)of the Regulations which in the aggregate do not exceed 20%of
the"issue price"of the Obligations.
7.05. Qualified Tax-Exem�t Obli at� ions. The Obligations a.re hereby designated
as"qualified ta.x-exempt obligations"for purposes of Section 265(b)(3)of the Code relating to
the disallowance of interest expense for fmancial institurions, and the Issuer hereby finds that the
reasonably anticipated amount of tax-exempt governmental 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 2011 does not exceed$10,000,000.
7.06. Conrinuing 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 Purcha.ser and other participating underwriters in the primary offering of the
Obligations to comply with amendments to Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934(17 C.F.R. § 240.15c2-12),relating to continuing disclosure(as
in effect and interpreted from time to time,the Rule),which will enhance the marketability of the
Obligations,the Issuer hereby makes the following covenants and agreements for the benefit of
the Owners(as hereinafter defined)from time to time of the Outstanding Obligations. The Issuer
is the only obligated person in respect of the Obligations within the meaning of the Rule for
purposes of identifying the entities in respect of which continuing disclosure must be made. The
Issuer has complied in all material respects with any undertaking previously entered into by it
under the Rule. If the Issuer fails to comply with any provisions of this section, any person
aggrieved thereby,including the Owners of any Outstanding Obligations,may take whatever
action at law or in equity may appear necessary or appropriate to enforce performance and
observance of any agreement or covenant contained in this section, including an action for a writ
of mandamus or specific performance. Direct, indirect, consequential and punitive damages
shall not be recoverable for any default hereunder to the extent permitted by law.
Notwithstanding anything to the contrary contained herein, in no event shall a default under this
section constitute a default under the Obligations or under any other provision of this resolution.
As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner
or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial
Owner(as hereinafter defined)thereof, if such Beneficial Owner provides to the Registrar
evidence of such beneficial ownership in form and substance reasonably satisfactory to the
Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity
which(a)has the power, directly or indirectly,to vote or consent with respect to, or to dispose of
ownership of, such Bond(including persons or enrities holding Obligations through nominees,
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depositories or other intermediaries),or(b)is treated as the owner of the Bond 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:
(1) on or before 365 days after the end of each fiscal year of the Issuer, commencing
with the fiscal year ending December 31, 2010,the following financial information
and operating data in respect of the Issuer(the Disclosure Information):
(A) the audited fmancial statements of the Issuer for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
changes in fund balances and cash flows for the fiscal year then ended, showing
in comparative form such figures for the preceding fiscal year of the Issuer,
prepared in accordance with generally accepted accounting principles
promulgated by the Financial Accounting Standards Board as modified in
accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Minnesota law, as in effect from time to time,or, if and to the extent such
financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the
Issuer,noting the discrepancies therefrom and the effect thereof, and certified as
to accuracy and completeness in all material respects by the fiscal officer of the
Issuer; and
(B) to the extent not included in the financial statements referred to in paragraph(A)
hereof,the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings: City
Property Values; City Indebtedness; and City Tax Rates,Levies and
Collections,which information may be unaudited.
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 filed with the SEC or have been made available to the public on the Internet Web site
of the Municipal Securities Rulemaking Board("MSRB"). 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 pa.ragraph(2)
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hereo fl,then, from and after such determination,the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Discloswe Information is
changed or this section is amended as permitted by this paragraph(b)(1)or subsection(d),then
the Issuer shall include in the next Disclosure Information to be delivered hereunder,to the
extent necessary, an explanation of the reasons for the amendment and the effect of any change
in the type of fmancial information or operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event,notice of the occurrence of any of the following events(each, a Material
Fact):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(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 t�opinions,the issuance by the Internal Revenue Service of proposed
or final determinations of taxability,Notices of Proposed Issue(IRS Form
5701-TEB)or other material notices or determinations with respect to the tax
status of the Obligations,or other material events affecting the tax status of the
Obligations;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(� Release, substitution, or sale of property securing repayrnent of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency,receivership or a similar event with respect to the
Issuer;
(1V� The consummation of a merger,consolidation,or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person,other than in the ordinary course of business,the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions,other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
As used herein, for those events that must be reported if material,an event is"material" if
it is an event as to which a substantial likelihood exists that a reasonably prudent investor would
attach importance thereto in deciding to buy,hold or sell a Bond 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 Bond within the meaning of applicable
federal securities laws, as interpreted at the time of discovery of the occurrence of the event.
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For the purposes of the event identified in(L)hereinabove,the event is considered to
occur when any of the following occur: the appointment of a receiver, fiscal agent or similar
officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the obligated person,or if such
jurisdiction has been assumed by leaving the existing governmental body and ofFicials or officers
in possession but subject to the supervision and orders of a cou.rt or governmental authority, or
� the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court
or governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the obligated person.
(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 ternunation 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.
(1) The Issuer agrees to make available to the MSRB,in an electronic format as
prescribed by the MSRB from time to time,the information described in subsection
ro�.
(2) All documents provided to the MSRB pursuant to this subsection(c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(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 fmal 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
15
requirements of the Securities Exchange Act of 1934, as amended, or any statutes or
laws successory thereto or amendatory thereof.
(2) This secrion(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)hereo�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(ui) 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
fmancial information or operating data being provided hereunder.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5)of the Rule.
Upon vote being taken upon the foregoing resolution,the following voted in favor thereof
Loomis,Freiberg, Pentel, Scanlon, and Shaffer
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
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PROJECTED LEVIES
Date Lev
2012 $232,643.25
2013 236,313.00
2014 234,003.00
Total $702.959.25