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:
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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:
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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
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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