2007-09-26 CC Packet - Laserfiche WebLink

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BOND INSURANCE AT PURCHASER'S OPTION If the Improvement Bonds qualify for issuance of any policy of municipal bond insurance or commilmenttherefor at the option of the bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Improvement Bonds. Any increased costs of issuance of the Improvement Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Improvement Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the poilcy after Improvement Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Improvement Bonds. SETTLEMENT Within 40 days after the sale, the City will deliver the typed Improvement Bonds to DTC on behalf of the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, inciuding a nonarbitrage certificate and a no-litigation certificate. Payment for the Improvement Bonds shall be made by the purchaser in federal or equivalent funds and shall be received by the City at its office or its designee not later than 1 :00 p.m., cenlral time, of the day of settlement. Except as compliance with the terms of payment shall have been made impossible by action of the City or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's noncompliance with said terms for payment. At settlement, the purchaser will be furnished a certificate signed by an appropriate officer of the City to the effeel that the official stalement prepared by the City did not, as of the date of the official statement, and does not, as of the date of settlement, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Simultaneously with or before delivery of the Improvement Bonds, the successful bidder shall furnish to the City a certificate acceptable to bond counsel to the effect that (1) the successful bidder has made a bona fide public offering of the Improvement Bonds and the initial reoffering prices, and (2) a substantial amount of the Improvement Bonds was sold to the public (excluding bond houses, brokers, and other intermediaries), at such initial reattering prices. TAX EXEMPT STATUS In the opinion of Bond Counsel, assuming compliance with certain covenants made by the City Council to satisfy pertinent requirements of present law, interest on the Improvement Bonds is not, under present law, inciudable in gross income of the recipient for federal income tax purposes or in taxable net income of individuals, trusts and estates for Minnesota income tax purposes, but such interest is includable in taxable income of corporations and financial institutions for purposes of the Minnesota franchise tax. Interest on the Improvement Bonds is not an item of tax preference includable in allernative minimum taxable income for purposes of the federal alternative minimum tax applicable to all taxpayers or the Minnesota alternative minimum tax applicable to individuals, estates and trusts, but for purposes of computing the federal alternative minimum tax imposed on corporations, such interest is taken into account in determining adjusted current earnings. The Improvement Bonds will be designated as "qualified tax exempt obligations" under Section 265(b) of the Internal Revenue Code of 1986, as amended. CONTINUING DISCLOSURE In order to comply with the provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") the City has entered into an undertaking (the "Undertaking") for the benefit of the holders of the Bonds. Through the Undertaking, the City covenants and agrees to provide certain annual financial information and operating data about the City and to provide notice of the occurrence of certain material events. This information shall be provided according to the time parameters described in the Undertaking and to the information repositories and the Municipal Securities Rulemaking Board as required by the Rule. The specific provisions of the Undertaking are set forth in the Continuing Disclosure Certificate in substantially the form attached hereto as Appendix D. The Continuing Disciosure Certificate will be executed and delivered by the City at the time the Bonds are deiivered. The City is the only "obligated person" with respect to the Bonds within the meaning of the Rule. The City has complied in all material respects with any portion undertaking under the Rule. CITY OF CENTERVILLE JOHN W. MEYER PAGE 6 of 20 J()J