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HomeMy WebLinkAbout8.a. Accept Proposals and Award Sale - G.O. Equipment Certificates of Indebtness, Series 2008AAGENDA ITEM: Accept Proposals and Award Sale G.O. Equipment Certificates of Indebtedness, Series 2008A AGENDA SECTION: Old Business PREPARED BY: Jeff May, Finance Director AGENDA NO. $.a. ATTACHMENTS: Resolution APPROVED BY: ij RECOMMENDED ACTION: Motion to adopt a Resolution Accepting Offer on Sale of $385,000 General Obligation Equipment Certificates of Indebtedness, Series 2008A, Providing for their Issuance and Levying a Tax for the Payment thereof. ROSEMOUNT CITY COUNCIL City Council Meeting Date: October 7, 2008 EXECUTIVE SUMMARY ISSUE Accept proposals 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, October 7, 2008, proposals for G.O. Equipment Certificates of Indebtedness, Series 2008A, will be received and the results tabulated at the offices of Springsted Incorporated, our financial consultants for the sale. A representative from Springsteds 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 proposals at the meeting that evening. SUMMARY Recommend the above motion. CITY OF ROSEMOUNT DAKOTA COUNTY, MINNESOTA RESOLUTION 2008 RESOLUTION ACCEPTING OFFER ON SALE OF$385,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2008A PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF 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 $385,000 General Obligation Equipment Certificates of Indebtedness, Series 2008A of the City, pursuant to Minnesota Statutes, Chapter 475 and Minnesota Statutes, Section 412.301, to purchase various capital equipment for the City (the "Equipment and WHEREAS, each item of Equipment to be financed by the Certificates has an expected useful life at least as long as the term of the Certificates; and WHEREAS, the principal amount of the Certificates does not exceed 0.25% of the market value of the City; and WHEREAS, the City has retained Springsted Incorporated, an independent financial consultant, and therefore the City is authorized to negotiate the sale of the Bonds without compliance with the public sale requirements of Chapter 475; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount, Minnesota, as follows: 1. Acceptance of Offer. The offer of in Rosemount, Minnesota, (the "Purchaser to purchase $385,000 General Obligation Equipment Certificates of Indebtedness, Series 2008A of the City (the "Certificates or individually a "Certificate in accordance with the terms of proposal at the rate of interest hereinafter set forth, and to pay therefor the sum of is hereby found, determined and declared to be the most favorable offer received and is hereby accepted, and the Certificates are hereby awarded to said purchaser. 2. Terms of Certificates. (a) Title: Original Issue Date; Denominations; Maturities. The Certificates shall be titled "General Obligation Equipment Certificates of Indebtedness, Series 2008A shall be dated October 30, 2008, 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 multiple thereof of a single maturity. The Certificates shall mature on February 1 in the years and amounts as follows: 2236416vI Year Amount 2010 $65,000 2011 75,000 2012 80,000 2013 80,000 2014 85,000 RESOLUTION 2008 3. Purpose. The Certificates shall provide funds to finance the purchase of various capital equipment for the City (the "Equipment The total cost of the Equipment, which shall include all costs enumerated in 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 at the rate of percent per annum, payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing August 1, 2009, calculated on the basis of a 360 -day year of twelve 30 -day months. 5. No Redemption. The Certificates shall not be subject to optional redemption and prepayment prior to their maturity. 6. Registrar. The City Finance Director in Rosemount, 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 in the form of Certificate and paragraph 12 of this. resolution. 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: 2236416v1 2 R -1 $385,000 REGISTERED OWNER: UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY CITY OF ROSEMOUNT GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2008A INTEREST RA'Z'E DATE OF ORIGINAL ISSUE October 30, 2008 RESOLUTION 2008 PRINCIPAL AMOUNT: THREE HUNDRED EIGHTY -FIVE THOUSAND 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, the principal amount hereof, without option of prepayment, on February 1 in the years and installments set forth below, with interest on the unpaid principal amount from date of issue until paid or duly discharged at the rate of hundredths percent per annum: Year Amount 2010 $65,000 2011 75,000 2012 80,000 2013 80,000 2014 85,000 Interest shall be payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date commencing August 1, 2009, 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 Certificate are payable upon presentation and surrender hereof at the principal office of the City Finance Director in Rosemount, 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 2236416v1 3 2236416v1 4 RESOLUTION 2008 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 Specinl 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. No Redemption. The Certificates are not subject to optional redemption and prepayment prior to their maturity. Issuance; Purpose: General Obligation. This Certificate is one of an issue in the total principal amount of $385,000 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 October 7, 2008 (the "Resolution for the purpose of providing money to finance the purchase of various capital equipment for the City. This Certificate is payable out of the General Obligation Equipment Certificates of Indebtedness, Series 2008A Fund of the Issuer. This Certificate constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, 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 maturity 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 writing at the principal office of the Registrar upon presentation and surrender hereof to the Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Registrar. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in exchange for this Certificate, one or more new fully registered Certificates in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in 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 in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided 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 valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Registrar. Qualified Tax Exempt Obligation. This Certificate has been designated by the Issuer as a "qualified 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 in 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 delivery 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 manual signatures of its Mayor and its Clerk, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: October 30, 2008 REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Certificate is one of the Certificates described in the Resolution mentioned within. OFFICE OF THE CITY FINANCE DIRECTOR CITY OF ROSEMOUNT, MINNESOTA Registrar By Authorized Signature 2236416v1 5 Registrable by: OFFICE OF THE CITY FINANCE DIRECTOR CITY OF ROSEMOUNT, MINNESOTA Payable at: Mayor Clerk RESOLUTION 2008 OFFICE OF THE CITY FINANCE DIRECTOR CITY OF ROSEMOUNT, MINNESOTA CITY OF ROSEMOUNT, DAKOTA COUNTY, MINNESOTA ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in common TEN ENT as tenants by the entireties JT TEN 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. 2236416v1 6 RESOLUTION 2008 Dated: Signature Guaranteed: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto RESOLUTION 2008 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 premises. Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or 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 in 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. Name and Address: (Include information for all joint owners if the Certificate is held by joint account.) 2236416v1 7 RESOLUTION 2008 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 printed (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 disability or resignation or other absence of either such officer, the Certificates 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 valid 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 lieu of printed definitive certificates, one or more typewritten temporary certificates in 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 certificates may be executed with photocopied facsimile signatures of the Mayor and Clerk. Such temporary certificates shall, upon the printing of the definitive certificates and the execution thereof, be exchanged therefor and canceled. 9. Authentication. No Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Certificate, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Registrar. Certificates of Authentication on different Certificates need not be signed by the same person. The Registrar shall authenticate the signatures of officers of the City on each Certificate by execution of the Certificate of Authentication on the Certificate and by inserting as the date of registration 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 original issue, which date is October 30, 2008. The Certificate of Authentication so executed on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; 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 authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Certificates of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Certificate may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Certificates may be exchanged for Certificates of any authorized denomination 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 authenticate, insert the date of registration of, and deliver the Certificates which the Holder making the exchange is entitled to receive. 2236416v1 8 RESOLUTION 2008 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 delivered in exchange for or upon transfer of Certificates shall be valid general obligations 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 lieu of any other Certificate shall carry all the rights 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. Notice 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) 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. Delivery: Application of Proceeds. The Certificates when so prepared and executed shall be delivered by the Clerk to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to or be liable for the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Equipment Certificates of Indebtedness, Series 2008A Fund" (the "Fund to be administered and maintained by the Finance Director as a bookkeeping account separate and apart 2236416v1 9 RESOLUTION 2008 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 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) Capital Account. To the Capital Account there shall be credited the proceeds of the sale of the Certificates, less any accrued interest received thereon. 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 appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) any accrued interest received upon delivery of the Certificates; (b) any collections of all taxes herein or hereafter levied for the payment of the Certificates and interest thereon; (c) all funds remaining in the Capital Account after the payment of all costs of acquiring and installing the Equipment; (d) all investment earnings on funds held in the Debt Service Account; and (e) 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 obligation 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) in 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 in 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 United 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 Levy: Coverage Test. To provide moneys for payment of the principal and interest on the Certificates 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 in the City for the years and in the amounts as follows: 2236416v1 10 Year of Tax Year of Tax Levy Collection 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 RESOLUTION 2008 Amount 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 reserves 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. 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 obligations 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 obligations with respect to any Certificates, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified 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. 18. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Certificates, 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 certificates 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. 19. Certificate of Registration and Tax Levy. The City 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 shall require, and to obtain the County Auditor's certificate that the Certificates have been entered in the County Auditor's Register, and that the tax levy required by law has been made. 20. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality 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 2236416v1 11 RESOLUTION 2008 Certificates as the same appear from the books and records under their custody and control or as 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. Compliance with Reimbursement Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance 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 declaration 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; (ii) 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 (iii) states the maximum principal amount of debt expected to be issued by 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 in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20% of the "issue price" of the Certificates, and (ii) a de minimis 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 prior to) the issuance of the Certificates 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 Certificates are issued, shall be treated as made on the day the Certificates 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 opinion 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 2236416v1 12 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. 23. Tax Exempt Status of the Certificates; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Certificates, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations 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. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Certificates are issued by a governmental unit with general taxing powers, (2) no Certificate is a private activity bond, (3) ninety -five percent (95 or more of the net proceeds of the Certificates are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax- exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year 2008 and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 24. Designation as Qualified Tax- Exempt Obligations. 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 Certificates as "qualified tax- exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) the reasonably anticipated amount of tax- exempt obligations (other than private activity bonds, treating gnalified 501(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 entities whose obligations are treated as issued by the City) during this calendar year 2008 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the City during this calendar year 2008 have been designated for purposes of Section 265(b)(3) of the Code. 25. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 26. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 2236416v1 13 RESOLUTION 2008 ADOPTED this 7t day of October, 2008 All EST: Amy Domeier, City Clerk 2236416v1 14 William H. Droste, Mayor RESOLUTION 2008 Motion by: Seconded by Voted in Favor: Voted Against: Members Absent: STA.1..E OF MINNESOTA COUNTY OF DAKOTA CITY OF ROSEMOUNT CERTIFICATE RESOLUTION 2008 I, Amy Domeier, duly appointed, acting and qualified City Clerk of the City of Rosemount, do hereby certify that I have examined the City of Rosemount records and the Minute Book of said City for the meeting of the 7 of October, 2008 and that the attached copy of the RESOLUTION ACCEPTING OFFER ON SALE OF $385,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2008A 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 this day of 2008. 2236416v1 15 Amy Domeier, City Clerk City of Rosemount Springsted $385,000 CITY OF ROSEMOUNT, MINNESOTA GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2008A AWARD: WELLS FARGO BROKERAGE SERVICES, LLC Springsted incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101 -2887 Tel: 651 223 -3000 Fax: 651- 223 -3002 Email: advisors @springsted.com www.springsted.com SALE: October 7, 2008 Not Rated Interest Net Interest True Interest Bidder Rates Price Cost Rate WELLS FARGO BROKERAGE 3.99% 2010 -2014 $385,000.00 $51,763.05 3.9852% SERVICES, LLC U.S. BANK NATIONAL ASSOCIATION 4.33% 2010 -2014 $385,000.00 $56,173.93 4.3243% These Bonds are being reoffered at Par. BBI: 5.36% Average Maturity: 3.370 Years Public Sector Advisors