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HomeMy WebLinkAbout8.a. Accept Bids and Award Sale - G.O. Equipment Certificates of Indebtedness, Series 2006AAGENDA ITEM: Accept Bids and Award Sale G.0 Equipment Certificates of Indebtedness, Series 2006A AGENDA SECTION: Old Business PREPARED BY: Jeff May, Finance Director AGEN 1 F.,! ATTACHMENTS: Resolution and Official Statement APPROVED BY: RECOMMENDED ACTION: Motion to adopt a Resolution Accepting Offer on the Sale of $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A, Providing for their Issuance and Levying a Tax for the Payment thereof. ACTION: CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION Special City Council Meeting Date. May 16, 2006 ISSUE Accept bids and award sale of equipment certificates for the purchase of equipment for the City. BACKGROUND This item is on the agenda for Council to formally award the sale of equipment certificates. At 12 00 P.M. Tuesday, May 16, 2006, sealed bids for G O. Equipment Certificates of Indebtedness, Series 2006A, will be opened and the results tabulated at the offices of Springsted, our financial consultants for the sale A representative from Springsted will be at the Council meeting that evening to give their recommendation for the issuance of these bonds and to answer any questions that you may have. Because the bid opening is not until earlier in the day Tuesday, you will receive information regarding the bids at the meeting that evening. SUMMARY Recommend the above motion. WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City has heretofore determined and declared that it is necessary and expedient to issue $370,000 General Obhgauon Equipment Certificates of Indebtedness, Series 2006A of the City, pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to finance the acquisition of various items of capital equipment for the City (the "Equipment and WHEREAS, each piece of equipment to be financed by the Certificates has an expected useful hfe at Least as long as the term of the Certificates, and WHEREAS, the principal amount of the Certificates to be issued does not exceed 0.25% of the market value of taxable property in the City ($1,919,935,700 times 0 25% is $4,799,839), and WHEREAS, the City has retained Springsted Incorporated, an independent financial consultant, and therefore the City is authorized to negotiate the sale of the Certificates without comphance with the pubhc sale requirements of Chapter 475, and WHEREAS, the following proposals were received, opened and recorded at the offices of Springsted Incorporated at 12.00 Noon this same day: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rosemount, Minnesota, as follows 1. Acceptance of Proposal. The proposal of (the "Purchaser to purchase $370,000 General Obhgauon Equipment Certificates of Indebtedness, Series 2006A of the City (the "Certificates or individually a "Certificate in accordance with the terms of proposal at the rates of interest hereinafter set forth, and to pay therefor the sum of plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Certificates are hereby awarded to said purchaser. The Finance Directoi is directed to retain the deposit of said purchaser and to forthwith return to the others making proposals their good faith checks or drafts 1897129v1 CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION ACCEPTING OFFER ON THE SALE OF $370,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF Bidder RESOLUTION 2006 Interest Rate Net Interest Cost 2. Terms of Certificates. 2008 2009 2010 2011 2012 RESOLUTION 2006 (a) Title: Original Issue Date, Denommations, Matunties. The Certificates shall be titled "General Obligation Equipment Certificates of Indebtedness, Series 2006A shall be dated June 1, 2006, as the date of original issue and shall be issued forthwith on or after such date as fully registered certificates. The Certificates shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral muluple thereof of a single matunty The Certificates shall mature, without option of prepayment, on February 1 in the years and amounts as follows: Year Amount $70,000 70,000 75,000 75,000 80,000 (b) Book En Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Certificates, and to this end (i) The Certificates shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period shall at all times be in the form of a separate single fully registered Certificate for each matunty of the Certificates; and for purposes of complying with this requirement under paragraph 10 (with respect to registration, transfer, exchange) Authorized Denominations for any Certificate shall be deemed to be limited during the Book Entry Only Penod to the outstanding principal amount of that Certificate. (ii) Upon initial issuance, ownership of the Certificates shall be registered in a register maintained by U.S. Bank Nauonal Association, m Saint Paul, Minnesota (the "Registrar in the name of CEDE CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee (iii) With respect to the Certificates neither the City nor the Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Certificates as securities depository (the "Participant or the person for which a Participant holds an interest in the Certificates shown on the books and records of the Participant (the "Beneficial Owner Without limiting the immediately preceding sentence, neither the City, nor the Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Certificates, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Certificates, including any nonce of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Certificates, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Certificates (the "Holder For purposes of securing the vote or consent of any Holder under this Resolution, the City may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voung nghts to certain Parucipants to whose accounts the Certificates are credited on the record date identified in a hsting attached to the omnibus proxy. 1897129v 2 RESOLUTION 2006 (iv) The City and the Registrar may treat as and deem the Depository to be the absolute owner of the Certificates for the purpose of payment of the principal of and premium, if any, and interest on the Certificates, for the purpose of giving notices of redemption and other matters with respect to the Certificates, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Certificates, and for all purpose whatsoever. The Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Certificates only to the Holder or the Holders of the Certificates as shown on the register, and all such payments shall be valid and effective to fully satisfy and discharge the City's obhgations with respect to the principal of and premium, if any, and interest on the Certificates to the extent of the sum or sums so paid (v) Upon delivery by the Depository to the Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee iii place of the existing Nominee, and subject to the transfer provisions in paragraph 11 hereof (with respect to registration, transfer, exchange), references to the Nominee hereunder shall refer to such new Nominee. (vi) So long as any Certificate is registered m the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, by the Registrar or City, as the case may be, to the Depository as provided m the Letter of Representations to the Depository required by the Depository as a condition to its acting as book -entry Depository for the Certificates (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or pohcies referenced therem or apphcable thereto respecting the procedures and other matters relating to the Depository's role as book -entry Depository for the Certificates, collectively hereinafter referred to as the "Letter of Representations (vii) All transfers of beneficial ownership interests m each Certificate issued m book -entry form shall be limited m principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Certificates. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the City or Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided, that the City or the Registrar may establish a special record date for such consent or other action The City or the Registrar shall, to the extent possible, give the Depository notice of such special record date not less than 15 calendar days in advance of such special record date to the extent possible. (ix) Any successor Registrar m its written acceptance of its duties under this Resolution and any paying agency /registrar agreement, shall agree to take ant actions necessary from time to time to comply with the requirements of the Letter of Representations. (c) Termination of Book -Entry Only System. Discontinuance of a particular Depository's services and termination of the book -entry only system may be effected as follows• (i) The Depository may determine to discontinue providing its services with respect to the Cernficates at any time by giving written nonce to the City and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of the Depository with respect to the Certificate if it determines that the Depository is no longer able to carry out its 1897}29v1 3 RESOLUTION 2006 functions as securities depository or the continuation of the system of book -entry transfers through the Depository is not in the best interests of the City or the Beneficial Owners. (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository can be found which, in the opinion of the City, is willing and able to assume such functions upon reasonable or customary terms, or if the City determines that it is in the best interests of the City or the Beneficial Owners of the Certificate that the Beneficial Owners be able to obtain certificates for the Certificates, the Certificates shall no longer be registered in the register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Certificates shall designate at that time, in accordance with paragraph 10 hereof (with respect to registration, transfer, exchange). To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 hereof (with respect to registration, transfer, exchange), the Certificates will be delivered to the Beneficial Owners (iii) Nothing m this subparagraph (c) shall limit or restrict the provisions of paragraph 10 hereof (with respect to registration, transfer, exchange). (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions m the Letter of Representations shall control. 3. Eno.. The Certificates shall provide funds to finance the acquisition of capital equipment for the City (the "Equipment The total cost of the Equipment, which shall include all costs enumerated m Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Certificates. 4. Interest. The Certificates shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing February 1, 2007, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Interest Year Rate 2008 2009 2010 2011 2012 5. No Redemption. The Certificates shall not be subject to redemption and prepayment prior to their maturity 6. Registrar U.S. Bank National Association, m Saint Paul, Minnesota, is appointed to act as registrar and transfer agent with respect to the Certificates (the "Registrar and shall do so unless and until a successor Registrar is duly appointed, all pursuant to any contract the City and Registrar shall execute which is consistent herewith. The Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Certificates shall be paid to the registered holders (or record holders) of the Certificates in the manner set forth m the 1897129v1 4 RESOLUTION 2006 form of Certificate and paragraph 12 of this resolution (with respect to interest payment and record date). 7. Form of Certificate. The Certificates, together with the Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 1897129v1 5 R- INTEREST RATE MATURITY DATE REGISTERED OWNER: CEDE CO. RESOLUTION 2006 UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2006A PRINCIPAL AMOUNT. DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Rosemount, Dakota County, Minnesota (the "Issuer certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, without option of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing February 1, 2007, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Certificate will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Ceruficate are payable upon presentation and surrender hereof at the principal office of U.S. Bank National Association, in Saint Paul, Minnesota (the "Registrar'), acting as paying agent, or any successor paying agent duly appointed by the Issuer Interest on this Certificate will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Certificate is registered (the "Holder on the registration books of the Issuer maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date fixed by the Registrar whenever money becomes available for payment of the defaulted interest Notice of the Special Record Date shall be given to Holders not less than ten days prior to the Special Record Date The principal of and premium, if any, and interest on this Certificate are payable in lawful money of the United States of America. So long as this Certificate is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described, and as those terms are defined therem, payment of principal of, premium, if any, and mterest on this Certificate and notice with respect thereto shall be made as provided in the Letter of Representations, as defused in the Resolution, and surrender of this Certificate shall not be required for payment of the redemption price upon a partial redemption of this Certificate. Until termination 1897129v1 6 DATE OF ORIGINAL ISSUE June 1, 2006 CUSIP RESOLUTION 2006 of the book -entry only system pursuant to the Resolution, Certificates may only be registered in the name of the Depository or its Nominee. No Redemption. The Certificates are not subject to redemption and prepayment prior to their maturity Issuance; Purpose; General Obligation This Certificate is one of an issue in the total principal amount of $370,000, all of hke date of original issue and tenor, except as to number, maturity, interest rate and denomination, which Certificate has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on May 16, 2006 (the "Resolution for the purpose of providing money to finance the acquisition of various items of capital equipment for the City This Certificate is payable out of the General Obhgation Equipment Certificates of Indebtedness, Series 2006A Fund of the Issuer This Certificate constitutes a general obhgatton of the Issuer, and to provide moneys for the prompt and full payment of its principal, prenuum, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged Denominations Exchange; Resolution The Certificates are issuable solely as fully registered certificates in the denominations of $5,000 and integral multiples thereof of a single matunty and are exchangeable for fully registered Certificates of other authorized denominations in equal aggregate principal amounts at the principal office of the Registrar, but only in the manner and subject to the limitations provided in the Resolution Reference is hereby made to the Resolution for a description of the rights and duties of the Registrar Copies of the Resolution are on file in the principal office of the Registrar Transfer. This Certificate is transferable by the Holder in person or by his, her or its attorney duly authorized in wrung at the principal office of the Registrar upon presentation and surrender hereof to the Registrar, all subject to the terms and conditions provided m the Resolution and to reasonable regulations of the Issuer contained m any agreement with the Registrar Thereupon the Issuer shall execute and the Registrar shall authenticate and dehver, in exchange for this Certificate, one or more new fully registered Certificates m the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, m aggregate principal amount equal to the principal amount of this Certificate, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Certificate and any legal or unusual costs regarding transfers and lost Certificates. Treatment of Registered Owners. The Issuer and Registrar may treat the person m whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Certificate shall be overdue, and neither the Issuer nor the Registrar shall be affected by notice to the contrary. Authentication. This Certificate shall not be vand or become obhgatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. 1897129v1 7 RESOLUTION 2006 Qualified Tax Exempt Obligation. This Certificate has been designated by the Issuer as a "quahfied tax- exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution, laws of the State of Minnesota to be done, to happen and to be performed, precedent to and m the issuance of this Certificate, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Certificate, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and dehvery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Rosemount, Dakota County-, Minnesota, by its City Council has caused this Certificate to be executed on its behalf by the facsimile signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law Date of Registration: Registrable by REGISTRAR'S CITY OF ROSEMOUNT CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Certificate is one of the Certificates descnbed m the /s/ Facsimile Resolution mentioned Mayor within. /s/ Facsimile U.S. Bank National Association Clerk Saint Paul, Minnesota Registrar By Authorized Signature 1897129v1 8 Payable at: U S BANK NATIONAL ASSOCIATION U S. BANK NATIONAL ASSOCIATION RESOLUTION 2006 ABBREVIATIONS The following abbreviations, when used in the mscnpuon on the face of this Certificate, shall be construed as though they were written out in full according to apphcable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT 11:N as joint tenants with right of survivorship and not as tenants in common UTMA as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 1897129v1 9 RESOLUTION 2006 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and does hereby irrevocably constitute and appoint attorney to transfer the Certificate on the books kept for the registration thereof, with full power of substitution in the pretenses Dated. Signature Guaranteed: Name and Address: Notice: 1897129v1 10 The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or any change whatever. Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined m 17 CFR 240.17 Ad- 15(a)(2). The Registrar will not effect transfer of this Certificate unless the information concerning the transferee requested below is provided. (Include information for all joint owners if the Certificate is held by joint account.) RESOLUTION 2006 8. Execution; Temporary Certificates. The Certificates shall be printed (or, at the request of the Purchaser, typewritten), shall be executed on behalf of the City by the signatures of its Mayor and Clerk and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed (or at the request of the Purchaser, photocopied) facsimile, and provided further that both of such signatures may be punted (or, at the request' of the Purchaser, photocopied) facsimiles and the corporate seal may be omitted on the Certificates as permitted by law In the event of disabihty or resignation or other absence of either such officer, the Ceruficates may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Certificates shall cease to be such officer before the delivery of the Certificates, such signature or facsimile shall nevertheless be vand and sufficient for all purposes, the same as if he or she had remained in office until delivery. The City may elect to deliver, in heu of printed definitive certificates, one or more typewritten temporary certificates m substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary certificate The temporary ceruficates may be executed with photocopied facsimile signatures of the Mayor and Clerk Such temporary certificates shall, upon the prinung of the definitive certificates and the execution thereof, be exchanged therefor and canceled. 9. Authentication No Certificate shall be vand or obhgatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authenucauon on such Ceruficate, substantially m the form hereinabove set forth, shall have been duly executed by an authorized representative of the Registrar. Certificates of Authenucauon on different Certificates need not be signed by the same person. The Registrar shall authenucate the signatures of officers of the City on each Ceruficate by execution of the Certificate of Authentication on the Certificate and by inserting as the date of registrauon in the space provided the date on which the Certificate is authenticated, except that for purposes of delivering the original Certificates to the Purchaser, the Registrar shall insert as a date of registration the date of ongmal issue, which date is June 1, 2006. The Ceruficate of Authentication so executed on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Regsstration; Transfer, Exchange. The City will cause to be kept at the principal office of the Registrar a certificate register in which, subject to such reasonable regulations as the Registrar may prescribe, the Registrar shall provide for the registration of Certificates and the registration of transfers of Certificates entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Certificate at the principal office of the Registrar, the City shall execute (if necessary), and the Registrar shall authenucate, insert the date of registration (as provided in paragraph 10 with respect to authentication) of, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denomination or denoimmations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Ceruficate may be registered in blank or in the name of "bearet" or similar designation At the option of the Holder, Certificates may be exchanged for Certificates of any authorized denommauon or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Certificates to be exchanged at the principal office of the Registrar Whenever any Certificates are so surrendered for exchange, the City shall execute (if necessary), and the Registrar shall authenucate, insert the date of registration of, and deliver the Certificates which the Holder making the exchange is entitled to receive 1897129v1 11 RESOLUTION 2006 All Certificates surrendered upon any exchange or transfer provided for in this resolution shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. All Certificates dehvered in exchange for or upon transfer of Certificates shall be vand general obhgations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Certificates surrendered for such exchange or transfer. Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Certificate and any legal or unusual costs regarding transfers and lost Certificates. Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Registrar, including regulations which permit the Registrar to close its transfer books between record dates and payment dates. The Clerk is hereby authorized to negotiate and execute the terms of said agreement. 11. Rights Upon Transfer or Exchange. Each Certificate delivered upon transfer of or in exchange for or in heu of any other Certificate shall carry all the nghts to interest accrued and unpaid, and to accrue, which were carried by such other Certificate. 12. Interest Payment; Record Date. Interest on any Certificate shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Certificate is registered (the "Holder on the registration books of the City maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Nonce of the Special Record Date shall be given by the Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Registrar may treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above with respect to payment and record date) on such Certificate and for all other purposes whatsoever whether or not such Certificate shall be overdue, and neither the City nor the Registrar shall be affected by notice to the contrary. 14. Dehvery; Application of Proceeds The Certificates when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper apphcation thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obhgauon Equipment Certificates of Indebtedness, Series 2006A Fund" (the "Fund to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City The Fund shall be maintained in the manner herein specified until all of the Certificates and the interest thereon have 1897129v1 12 RESOLUTION 2006 been fully paid There shall be maintained in the Fund two (2) separate accounts, to be designated the "Capital Account" and "Debt Service Account respectively. (i) Ca ital Account. To the Capital Account there shall be credited the proceeds of the sale of the Certificates, less accrued interest received thereon, and less any amount paid for the Certificates in excess of $364,080 and less capitalized interest in the amount of $9,088.33 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay a portion of the interest due on the Certificates on or before February 1, 2007). From the Capital Account there shall be paid all costs and expenses of acquiring and installing the equipment, including all costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Certificates may also be used to the extent necessary to pay interest on the Certificates due prior to the anticipated date of commencement of the collection of taxes herein levied. (ii) Debt Service Account. There are hereby irrevocably appropnated and pledged to, and there shall be credited to, the Debt Service Account (a) all accrued interest received upon dehvery of the Certificates, (b) all funds paid for the Certificates in excess of $364,080, (c) any collecuons of all taxes herein or hereafter levied for the payment of the Certificates and interest thereon; (d) capitalized interest in the amount of $9,088.33 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay a portion of the interest due on the Certificates on or before February 1, 2007, (e) all funds remaining in the Capital Account after the payment of all costs of acquiring and installing the Equipment, (0 all investment earnings on funds held in the Debt Service Account, and (g) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest of the Certificates and any other general obhgation certificates of the City hereafter issued by the City and made payable from said account as provided by law. No portion of the proceeds of the Certificates shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Certificates were issued and (2) m addition to the above in an amount not greater than the lesser of five percent (5 of the proceeds of the Certificates or $100,000. To this effect, any proceeds of the Certificates and any sums from time to time held in the Capital Account or Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the certificates payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield m excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the Umtcd States or any agency or instrumentality thereof if and to the extent that such investment would cause the Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code 16. Tax Leery: Coverage Test. To provide moneys for payment of the principal and interest on the Ceruficates there has heretofore and there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes m the City for the years and in the amounts as follows: 1897129v1 13 RESOLUTION 2006 Year of Tax Year of Tax Amount Collecuon 2006 2007 2007 2008 2008 2009 2009 2010 2010 2011 The tax levies are such that if collected in full they, together with other revenues herein pledged for the payment of the Certificates, will produce at least five percent (5 in excess of the amount needed to meet when due the principal and interest payments on the Certificates. The tax levies shall be irrepealable so long as any of the Certificates are outstanding and unpaid, provided that the City reseri es the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 17. General Obhgation Pledge For the prompt and full payment of the principal and interest on the Ceruficates, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Certificates and any other ceruficates payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 18. Certificate of Registration and Tax Levy. The Clerk is hereby directed to file a certified copy of this resolution with the County Auditor of Dakota County, Minnesota, together with such other information as he or she shall require, and to obtain the County Auditors certificate that the Certificates have been entered in the County Auditor's Register, and that the tax levy required by law has been made. 19. Defeasance. When all Certificates have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Certificates shall cease. The City may discharge its obhgations with respect to any Certificates which are due on any date by Irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full, or if any Certificate should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also at any time discharge its obhgations with respect to any Certificates, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably m escrow, with a suitable banking insutution quahfied by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475 67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and /or reinvestment, to pay all amounts to become due thereon to maturity. 20. Records and Ceruficates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legahty of the issuance of the Certificates, certified copies of all proceedings and records of the City relating to the Certificates and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Certificates as the same appear from the books and records under their custody and control or as 1897129v1 14 RESOLUTION 2006 otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 21. Comphance with Reimbursement Regulations. The provisions of this paragraph are intended to establish and provide for the City's comphance with United States Treasury Regulations Section 1 150 -2 (the "Reimbursement Regulations applicable to the "reimbursement proceeds" of the Certificates, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure The City hereby certifies and /or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declarauon of the City's official intent (a "Declaration which effectively (i) states the City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing, (u) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project and (in) states the maximum principal amount of debt expected to be issued bi the City for the purpose of financing the Project, provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined m the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which m the aggregate do not exceed 20% of the "issue pnce" of the Certificates, and (n) a de mrzmu amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Certificates (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Certificates or any of the other types of expenditures described in Section 1.150- 2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not poor to) the issuance of the Ceruficates and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Certificate proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Ceruficates are issued, shall be treated as made on the day the Ceruficates are issued Provided, however, that the City may take action contrary to any of the foregoing covenants in this paragraph 21 upon receipt of an opimon of its Bond Counsel for the Certificates stating in effect that such action will not impair the tax exempt status of the Certificates. 22. Negative Covenant as to Use of Proceeds and Equipment. The City hereby covenants not to use the proceeds of the Certificates or the Equipment or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Equipment, in such a manner as to cause the Certificates to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 1897129v1 15 RESOLUTION 2006 23. Tax Exempt Status of the Certificates; Rebate The City shall comply with requirements necessary under the Code to estabhsh and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Certificates, including without hnutauon (1) requirements relating to temporary periods for investments, (2) hmitauons on amounts invested at a yield greater than the yield on the Certificates, and (3) the rebate of excess investment earnings to the United States. The City expects to sausfy the 6 month expenditure exemption for gross proceeds of the Ceruficates as provided in Section 148(I)(4)(B) of the Code 24. Continuing Disclosure. (a) The City is the sole obligated person with respect to the Certificates. The City hereby agrees, in accordance with the provisions of Rule 15c2 -12 (the "Rule piomulgated by the Securities and Exchange Commission (the "Commission pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking hereinafter described to: (1) provide or cause to be provided to each nationally recognized municipal securities information repository "NRMSIR and to the appropriate state information depository "SID if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. (2) Provide or cause to be provided, m a timely manner, to (i) each NRMSIR or to the Municipal Securities Rulemakmg Board "MSRB and (u) the SID, notice of the occurrence of certain material events with respect to the Certificates in accordance with the Undertaking (3) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (n) the SID, notice of a failure by the Issuer to provide the annual financial informauon with respect to the Issuer described in the Undertaking. (4) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking are intended to be for the benefit of the holders and any other beneficial owners of the Certificates and shall be enforceable on behalf of such holders and beneficial owners, provided that the right to enforce the provisions of these covenants shall be hmited to a right to obtain specific enforcement of the City's obhgauons under the covenants (b) The Mayor and Clerk of the City, or any other officer of the City authorized to act in their place, (the "Officers are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (u) required by the purchaser of the Certificates and (iu) acceptable to the Officers. 25. Designation of Oualified Tax Exempt Obhgations; Issuance Limit. In order to qualify the Certificates as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Certificates are issued after August 7, 1986; (b) the Certificates are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Ceruficates as "qualified tax exempt obligations" for purposes of Section 265(6)(3) of the Code; 1897129v1 16 RESOLUTION 2006 (d) the reasonably anticipated amount of tax exempt obhgauons (other than pnvatc activity bonds, treaung qualified 301(c)(3) bonds as not being private activity bonds) which will be issued by the City (and all entities treated as one issuer with the City, and all subordinate entrees whose obligauons are treated as issued by the City) during this calendar year 2006 will not exceed $10,000,000, and (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2006 have been designated for purposes of Section 265(6)(3) of the Code. The City shall use its best efforts to comply with any federal procedural requirements which may apply m order to effectuate the designauon made by this paragraph. 26 Severability If any section, paragraph or provision of this resolution shall be held to be mvand or unenforceable for any reason, the invandi v or unenforceabihty of such secuon, paragraph or provision shall not affect any of the remaining provisions of this resolution 27. Headings Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not Imut or define the meaning of any provision hereof. 1897129v1 17 RESOLUTION 2006 ADOPTED this 16th day of May, 2006. ATTEST: Amy Domeier, City Clerk William H. Droste, Mayor Motion by: Seconded by: Voted in favor: Voted Against 1897129v1 18 STATE OF MINNESOTA COUNTY OF DAKOTA ss CITY OF ROSEMOUNT RESOLUTION 2006 CERTIFICATE I, Amy Domeier, duly appointed, acting and qualified City Clerk of the City of Rosemount, do hereby cernfy that I have examined the City of Rosemount records and the Minute Book of said City for the meeting of the 16th of May, 2006 and that the attached copy of the RESOLUTION ACCEPTING OFFER ON THE SALE OF $370,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2006A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF was approved and is a true and correct copy of the City Proceedings relating to said Resolution. IN WITNESS WHEREOF, I have hereunto set my hand and seal of said City this day of 2006. 1897129v1 19 Amy Domeier, City Clerk City of Rosemount Dakota County, Minnesota STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE COUNTY OF DAKOTA AS TO TAX LEVY AND REGISTRATION I, the undersigned, being the duly qualified and acting County Auditor of Dakota County, Mmnesota, DO HEREBY CERTIFY that on the day of 2006, there was filed in my office a certified copy of a resolution adopted on May 16, 2006, by the City Council of the City of Rosemount of said County, authorizing the issuance of $370,000 General Obligation Equipment Certificates of Indebtedness, Series 2006A of said City and levying a tax for the payment thereof, together with full information regarding the obligations for which the tax was levied; and said obligations have been entered m my Register and the tax levy required by law has been made. 2006. (SEAL) 1897]29v1 WITNESS my hand and the seal of the County Auditor this day of County Auditor