HomeMy WebLinkAbout8.a. Accept Bids and Award Sale – G.O. Improvement Bonds, Series 2011A 4 ROSEMOUNT
EXECUTIVE SUMMARY
CITY COUNCIL
City Council Meeting November 1, 2011 '
AGENDA ITEM: Accept Bids and Award Sale — G.O. AGENDA SECTION:
Improvement Bonds, Series 2011A . Old Business
PREPARED BY: Jeff May, Finance Director AGENDA NO. V.a.
ATTACHMENTS: Resolution and Official Statement APPROVED BY:
041
RECOMMENDED ACTION: Motion to adopt a Resolution Awarding the Sale of
$2,080,000 General Obligation Improvement Bonds, Series 2011A; and Providing for their
Issuance.
ISSUE
Accept bids and award sale of improvement bonds for the construction of street and utility improvements
for two City projects, Prestwick Place 2nd Addition and Prestwick Place 3r Addition.
BACKGROUND -
This item is on the agenda for Council to formally award the sale of the improvement bonds. At 10:30
A.M. Tuesday, November 1, 2011, sealed bids for G.O. Improvement Bonds, Series 2011A, will be
opened and the results tabulated at the offices of Springsted, our financial advisors 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.
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SUMMARY
Recommend the above motion.
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CITY OF ROSEMOUNT
.. DAKOTA COUNTY, MINNESOTA
RESOLUTION 'NO.
A RESOLUTION AWARDING THE SALE OF $2,080,000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 2011A;
AND PROVIDING FOR THEIR ISSUANCE
BE IT RESOLVED By the City Council'of the City of Rosemount, Dakota County, Minnesota
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(the "City ") as follows:
Section 1. Sale of Bonds.
1.01 Authorization. It is hereby determined that it is necessary and expedient that the City issue
approximately $2,080,000 General Obligation Improvement Bonds, Series 2011A (the "Bonds ")
pursuant to Minnesota Statutes, Chapters 429 and 475 (the "Act ") to provide financing for various
improvements in the City (the "Improvements "). The City is authorized by Minnesota Statutes,
Section 475.60, Subdivision 2(9) to negotiate the sale of the Bonds if the City has'retained an
independent financial advisor in connection with such sale. The City has retained Springsted
Incorporated as an independent financial consultant in connection with the sale of the Bonds.
1.02 Award to the Purchaser and Interest Rates. The proposal of
(the "Purchaser ") to purchase $2,080,000 General Obligation Improvement Bonds, Series 2011A
(the "Bonds ") of the City described in the Terms of Proposal thereof is determined to be the most
favorable offer and is accepted, the proposal being to purchase the Bonds at a price of
$ plus accrued interest to date of delivery, for Bonds.bearing interest as follows:
Year Interest Rate Year 'Interest Rate
2013 2016
2014 2017
2015
1.03. Purchase. The sum Of $ being the amount proposed by the Purchaser in,excess
of $2,063,360 shall be credited to the Debt Service Fund hereinafter created, or deposited in the
Construction Fund under Section 4.01 hereof, as determined b y City's the Ci 's financial advisor and the
City Finance Director. The City Finance Director is directed to retain the good faith check of the
Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the
unsuccessful proposers forthwith. The Mayor and City Clerk are directed to execute a contract with
the Purchaser on behalf of the City.
1.04. Terms and Principal Amount of the Bonds. The City will forthwithissue and sell the Bonds
pursuant to Statutes, Chapter 475 (the "Act") in the total principal amount of $2,080,000,
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originally dated November 15, 2011, in the denomination of $5,000 each or any integral multiple
thereof, numbered No. R -1, upward, bearing interest as above set forth, and which mature serially
on February 1 without option of prior payment in the years and amounts as follows:
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1 Year Amount Year Amount
12013 $405,000 2016 $420,000
2014 415,000 2017 425,000
2015 415,000
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
sinking fund - redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provision of. the applicable
Bond(s).
Section 2. Registration and Payment.
2.01. Registered Form`. The Bonds will be issued only in fully registered form. The interest
thereon and; upon surrender of each Bond, the principal amount thereof, is payable by check or
draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of-the last interest payment date
preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has
been paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which
case the, Bond will be dated as of the date of original issue. The interest on theBonds is payable on
February 1 and August 1 of each year, commencing August 1, 2012, to the registered owners of
record as of the close of business on the fifteenth day of the immediately preceding month,
whether or riot 'that day is a business day.
2.b3. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent,
authenticating agent and paying agent (the "Registrar "). The effect of registration an d the rights and
duties of the City "and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal 'corporate trust office a bond register in
,which the Registrar provides for the registration of ownership of Bonds and the registration of
transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the
Registrar, duly executed by the registered owner - thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in the name of , the
designated transferee or transferees, one or more new Bonds of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
registration of any transfer after the fifteenth day of the month preceding each interest payment
date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the
Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount
and maturity as requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by
the Registrar and thereafter disposed of as directed by the City.
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'(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer,,
the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on
the Bond or separate instrument of transfer is valid and genuine and that the requested transferis
legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make
transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a
Bond is registered in the bond register as the absolute owner of. the Bond, whether the Bond is
overdue or not, for the purpose of receiving payment of or on account of,,the principal of and
interest on the Bond arid for all other purposes, and payments so made to a registered owner or
upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the
Bond to the extent of the sum or sums so paid.
(g) Taxes, Feesand Charges. The Registrar may impose a charge upon the owner thereof for a
transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to the transfer or. exchange.
(h) Mutilated, Lost; Stolen or Destroyed Bonds. `If a Bond becomes mutilated or is destroyed,
stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and
tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of
and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable
expense and charges of the Registrar in connection therewith; and, in the case of a Bond
'destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond o
was destroyed, stolen Or lost, and of the ownership thereof, and upon furnishing to the Registrar an
appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by
law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to
the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment.
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2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association,
St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, the resulting corporation is authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar
for the services performed. The City reserves the right to rembve the Registrar upon 30 days' notice
and upon the appointment of a successor Registrar, in which event the predecessor Registrar must
deliver all cash and Bonds in its possession to the. successor Registrar and must deliver the bond
register to the successor Registrar. On or before each principal or interest due date, without further
order of this Council, the City Clerk must transmitto the Registrar monies sufficient for the
payment of all principal and interest then due.
2.05. Execution; Authentication and Delivery. The Bonds will be prepared under the direction of
the City Clerk and executed on behalf of the City by the signatures of the Mayor and the City Clerk,
provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If
an officer whose,signature or a facsimile of whose signature appears on the Bonds ceases to be such
officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery.
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RESOLUTION 2011
such execution, a Bond will not be valid or obligatory for any purpose or entitled
to any security or benefit under this R esolution unless and until a certificate of authentication on the
Bond has been duly executed by the manual signature of an authorized representative of the
Registrar. Certificates of authentication on different Bonds need not be signed by the same
representative. The executed- certificate of authentication on a Bond is conclusive evidence that it
has been authenticated and delivered under this Resolution. When the Bonds have been so
prepared, executed and authenticated, the City Finance Director will deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and the Purchaser is not obligated to see to the application of the purchase
price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or
more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA •
COUNTY OF DAKOTA
CITY OF ROSEMOUNT
GENERAL "OBLIGATION IMPROVEMENT
BOND, SERIES 2011A
Date of
Rate Maturity Original Issue CUSIP
, 20 November 15, ,2011.
Registered Owner: Cede & Co.
The City of Rosemount, Minnesota, a duly organized and existing municipal corporation in Dakota
County, Minnesota (the "City "), acknowledges itself to be indebted and for value received promises
to pay to the Registered Owner specified above, or registered assigns, the principal sum set forth
above on the maturity date specified above without option of prior payment, with interest thereon
from the date hereof at the annual rate specified above, payable February 1 and August 1 in each
year, commencing Augu §t 1, 2012, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immediately preceding
month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check or draft by U.S. Bank National
Association, St. Paul; Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating
392479v2 JSB RS125 -10 4
RESOLUTION 2011 -
Agent, or its designated successor under the Resolution described herein. Fox the prompt and full
payment of such principal and interest as the same respectively become due, the full faith and credit
and taxing powers of the City have been and are hereby irrevocably pledged.
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This Bond is one of an issue in the aggregate principal amount of $2,080,000 all of like # original
issue date and tenor, except as to number, maturity date; and interest rate, all issued pursuant to a
resolution adopted by,the City Council on November 1, 2011 (the "Resolution "), for the purpose of
providing money to finance various improvement projects within the City, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapters 429 and 475, and the principal hereof and interest hereon are payable from special
assessments against property specifically benefited by local improvements and from ad valorem
taxes, as set forth in the Resolution to which references is made for a full statement of rights and
powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment
of this Bond and the City Council has obligated itself to levyad valorem taxes on all taxable
property in the City, which taxes may be levied without limitation as to rate or amount. The Bonds
of, this series are issued only as fully registered Bonds in denominations of $5,000 or any integral
multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender
hereof Jogether with a written instrument of transfer satisfactory to the Registrar, duly executed by
the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of
other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or
Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the "Code ").
The City and the Registrar may deem and treat the person in whose name this Bond is registered as
the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the,,City nor the_Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to
make it a valid and binding general obligation of the City in accordance with its terms, have been
done, do exist, have happened and have been performed as ,so required, and that the issuance of this
Bond does not cause the indebtedness of the City to exceed any constitutional, or statutory
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Registrar by
manual signature of one of its authorized representatives.
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RESOLUTION 2011
IN WITNESS WHEREOF, the City of Rosemount, Dakota County, Minnesota, by,its City Council,
has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below.
Dated: , 2011
CITY OF ROSEMOUNT, MINNESOTA
(Facsimile) (Facsimile)
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
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Authorized Representative
The following abbreviations, when used in' the inscription on'the face of this Bond, will be
construed as though they were written out in according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian..
in common (Gust) _ (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties r Transfers to Minors
Act
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
3 s.
For value received, the undersigned`hereby sells, assigns and transfers unto
a the within Bond and all rights thereunder; and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of * substitution
in the °premises.
Dated:
,Notice: The assignor's signature to this assignment must correspond with the name as it' ,
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
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NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ( "STAMP "), the Stock Exchange Medallion Program
( "SEMP "), the New York Stock Exchange, Inc. Medallion Sign Program ( "MSP ") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
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x, PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books
of the Registrar in the name of the person last noted below
Date of Registration Registered Owner Signature of Registrar
Cede & Co.
Federal ID #13- 2555119
3.02. Approving Legal Opinion. The City Finance Director is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kennedy & „ Graven, Chartered, Minneapolis,
Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed
on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01 Debt Service Fund. (a) The Bonds are payable from the General Obligation
Improvement Bonds, Series 2011B Debt Service Fund (the "Debt Service Fund ") hereby created,
and the proceeds of general taxes hereinafter levied (the "Taxes "), and special assessments (the
"Assessments ") levied or to be levied for the Improvements are hereby pledged to the Debt Service
Fund. If a payment of principal or interest on the Bonds becomes due when`there is not sufficient
money in the Debt Service Fund to pay the same, the City' Finance Director is directed to pay such
principal or interest from other funds of the City, and such fund will be reimbursed for those
advances out of the proceeds of Assessments and Taxes when collected. There is appropriated to
the Debt Service Fund (i) any amount over the minimum purchase price paid by the Purchaser, to
the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03, and (ii)
the accrued interest paid by the Purchaser upon closing and delivery of the Bonds.
(b) Construction Fund. The proceeds of the Bonds, less the appropriations `made in paragraph
(a), together with any other funds appropriated for the Improvements and Assessments collected
,during the construction of the Improvements will be deposited in a separate construction fund (the
"Construction Fund ") to be used solely to defray expenses of the Improvements and the payment
of principal and interest on the,Bonds prior to the completion and payment of all costs of the
Improvements. Any balance remaining in the Construction Fund after completion of the
Improvements may be used to pay the cost in whole or in part of any other improvement instituted
under the Act: When the Improvements are completed and the cost thereof paid, the Construction
Fund is to be closed and subsequent collections of Assessments for the Improvements are to be
deposited in the,Debt Service Fund.
4.02. City Covenants. The City hereby covenants with the holders from time to 'time of the .
Bonds as follows:
(a) It is hereby determined that at least 20% of the costs of the Improvements to the City will
be paid by Assessments. The City has caused or will cause the Assessments for the Improvements
to be promptly levied so that the first installment will be collectible not later than 2012 and will fake
all steps necessary to assure prompt collection, and the levy of the Assessments is hereby
authorized. The City Council will cause to be taken with due diligence all actions that are
required for the construction of each Improvement financed wholly or partly from the proceeds of
392479v2 JSB RS125 -10 8
RESOLUTION 2011
Bonds, and will take all actions necessary for the final and valid levy of the Assessments
and -the appropriation of an other funds needed to pay the Bonds and interest thereon when due.
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° (b) In the event of any current or anticipated deficiency in Assessments, the City Council will
levy ad valorem taxes in the amount of the current or anticipated deficiency.
(c) The City will - keep complete and accurate,books and records showing: receipts and
disbursements in connection with the Improvements, Assessments levied therefor and other funds
appropriated for their payment ;collections thereof and disbursements therefrom, monies. on hand
and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited afleast annually and will furnish
copies of such audit reports to any intere person upon request.
4.03. Pledge of Tax Levy. For the purpose of paying the principal of and interest on Bonds,
there is levied a direct annual irrepealable ad valorem tax (the "Taxes ") upon all of the taxable
property-iri the City, which will be spread upon the tax rolls and collected with and as part of other
general taxes of the City. The taxes will be credited to the Debt Service Fund above provided and
will be in the years and amounts as follows (year stated, being year of collection:
Year Levy
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(See EXHIBIT B)
' It is hereby determined that the estimated collections of Assessments and the foregoing Taxes will
produce at least 5% in excess of the amount needed to meet when due the principal and interest
payments on the Bonds.
4.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby determined
that the estimated collections of Assessments and the foregoing Taxes will at least 5% in
excess of the amount needed to meet when due the principal and interest payments on the Bonds.
The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time
the City makes its annual tax levies the City'Finance Director may certify to the County Auditor of
Dakota County the amount available in the Debt Service Fund to pay principal and interest due
during the ensuing year, andthe County Auditor will thereupon reduce the levy collectible during
such year by the amount so certified.
4.05. County Auditor Certificate as to Registration.. The City Administrator is authorized and
directed to file a certified copy of this resolution with the County Auditor of Dakota County and to
obtain the certificate required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. Authority Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the`attorneys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs
of the City, and such other certificates, affidavits and transcripts as may be required to show the :_
facts within their knowledge as shown by the books and records in their custody and under their
392479v2 JSB RS125 -10 9
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RESOLUTION 2011
control, relating to the validity and marketability of the Bonds and such instruments, including arty
heretofore furnished, will be deemed representations of the City as to the facts stated therein.
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5.02. Certificate as to Official Statement. The Mayor and City Clerk are hereby authorized and
directed to certify that they have examined the'Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their knowledge and
belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
Section 6. Tax Covenant.
67.01. Tax Exempt Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the "Code "), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, and that it will take or cause its officers,-employees
or agents to take, all affirmative action within its power that maybe necessary to ensure that such
interest will not become subject to taxation under the Code -and applicable Treasury Regulations, as
presently existing or as hereafter amended and made applicable to the Bonds.
6.02., No Rebate Required. (a) The City will comply with requirements necessary.under the Code
to establish and maintain the exclusion from gross income of intere on the Bonds under
Section 103 of the Code, including without limitation requirements relating to temporary periods for
investments and limitations on amounts at a yield greater than the yield on the Bonds.
(b) For purposes of qualifying for the small- issuer exception to the federal arbitrage
rebate requirements, the City fords, determines and declares that the aggregate face amount of all
tax - exempt bonds (other than private activity bonds) issued by the City (and all subordinate.entities
of the City) during the calendar year in which the Bonds are issued is not reasonably expected to '
exceed $5,000,000; within the meaning of Section 148(f)(4)(C) of the Code.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of
the Code.
6.04. Bank Qualified. In order to qualify the Bonds as "qualified tax - exempt obligations" within
the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and
representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax - exempt - obligations" for purposes of
Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax- exempt obligations (other than private activity
bonds, that are not qualified 501(c) (3) bonds) which will be issued by the City (and all subordinate
entities of the City) during calendar year 2011 will not exceed $10,000,000; and r
392479v2 JSB RS125 -10 10 •
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(d) not more than $10,000,000 of obligations issued by the`City during calendar year 2011 have
been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this
section.
Section 7.- Book -Entry System; Limited Obligation of City.
7.01: DTC. The Bonds will be initially issued in the'form of a separate single typewritten or
printed fully registered Band for each of the maturities set forthin Section 1.02 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the
Registrar in the name of `Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ( "DTC "). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Registrar in the'name of
Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar
in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions from
time to time for -which DTC holds Bonds as securities depository "(the "Participants ") or to any
other person on behalf of which a Participant holds an interest in.the Bonds, including but not
limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery
to any Participant or any other person (other than a registered owner of Bonds, as shown by the
registration books kept by, the Registrar), of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the payment to any Participant or any other person other than a
registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest
on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the registration books kept by the Registrar as the holder and
absolute owner of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose 'of registering transfers with respect to such Bonds, and for all
other purposes. The Paying Agent will pay all principaFof, premium, if any, and interest on the
- Bonds only to or on the order of the respective registered owners, as.shown in the registration
books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or interest
on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner
of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon delivery by DTC to the City Clerk of a written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Clerk will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter ")which will govern payment of
principal of premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to
take all action necessary for all representations of the City in the Representation letter with respect
to the Registrar and Paying Agent, respectively, to be complied with at all times.
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RESOLUTION 2011 - n
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the
Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will
notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, transfer and exchange Bond certificates as{requested by DTC and any other registered
owners in accordance with the provisions of this`Resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any by giving notice to the City and
discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments
with respect to principal of, premium, if any, and interest on the Bond and notices with respect to
the Bond will be made and given, respectively in the manner provided in DTC's Operational
Arrangements as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
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Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City
to comply with the Continuing Disclosure Certificate will not be considered an event of default with
respect to the Bonds; however, any bondholder may take such actions as may be necessary and
appropriate,. including seeking mandate or specific performance by court order, to cause the City to
comply with its obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means
that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and dated the
date of issuance and delivery of the Bonds, as originallyexecutedand as it may be amended froth
time to time in accordance with the terms thereof.
Section.9. Defeasance.
9.01. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in
this section, all pledges, covenants and other rights granted by this resolution to the holders of the
Bonds' will cease, except that the pledge of the full faith and credit of the City for the prompt and
full payment of the principal of and interest on the Bonds will remain in full force and effect. The
City may discharge all Bonds which are due on any date by depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in full. If any Bond 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`
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392479v2 JSB RS 125 -10 " 12
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,
RESOLUTION 2011 -
ADOPTED 'this 1st day of November, 2011, by the City Council of the City of Rosemount.
William H. Droste, Mayor
ATTEST:
Amy Domeier, Clerk.
CERTIFICATION
I hereby certify that the foregoing is a true and correct copy of a resolution presented to and
adopted by the City Council of Rosemount at a duly authorized meeting thereof, held on the 1st
day of November, 2011, as disclosed by the records of said City in my possession.
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392479v2 JSB RS125 -10 13
EXHIBIT A
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PROPOSALS
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A-1
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2011 -
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B EXHIBIT
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392*79r2 Jaonm125-10
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STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO TAX LEVY
COUNTY OF DAKOTA AND REGISTRATION
I, the undersigned County Auditor of Dakota County, Minnesota, hereby certify that a resolution
adopted by the City Council of the City of Rosemount, Minnesota, on November 1; 2011, levying
taxes for the payment of General Obligation Improvement Bonds, Series 2011A, in the amount of_
$2,080,000 dated November 1, 2011, has been filed in my office and said obligations have been
entered on the register of obligations in my office and that such tax has been levied as required by,
law.
WITNESS My hand and official seal this day of ; 2011.
County Auditor
Dakota County, Minnesota
(SEAL)
Deputy
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392479v2 JSB RS125 -10