HomeMy WebLinkAbout8.b. Accept Bids and Award Sale, G.O. Water Revenue Bonds, Series 2003BCITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: July 1, 2003
At 10:00 A.M. Tuesday, July 1, 2003, sealed bids for G.O. Water Revenue Bonds, Series 20036, will
be opened and the results tabulated at the offices of Springsteds. 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 bids at the meeting that evening.
RECOMMENDED ACTION:
Motion to adopt a RESOLUTION ACCEPTING OFFER ON SALE OF $1,170,000 GENERAL
OBLIGATION WATER REVENUE BONDS, SERIES 2003B AND PROVIDING FOR THEIR
ISSUANCE.
COUNCIL ACTION:
AGENDA ITEM: Accept Bids and Award Sale - G.O. Water
AGENDA SECTION:
Revenue Bonds, Series 20036
Old Business
PREPARED BY: Jeff May, Finance Director
AGEND/ #j
ATTACHMENTS: Resolution (Official Statement with 2003A
APPROVED BY:
Agenda Item)
RESOLUTION 2003 -
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2003
RESOLUTION ACCEPTING OFFER ON SALE OF
$1,170,000 GENERAL OBLIGATION
WATER REVENUE BONDS, SERIES 2003B
AND PROVIDING FOR THEIR ISSUANCE
WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City ") has heretofore
determined that it is necessary and expedient to issue $1,170,000 General Obligation Water
Revenue Bonds, Series 2003B of the City, pursuant to Minnesota Statutes, Chapters 444 and 475
to finance improvements to the water utility system of the City (the "Project");
WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by Springsted
Incorporated; and
WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry form as
hereinafter provided; and
WHEREAS, the City has retained Springsted Incorporated, in St. Paul, Minnesota
( "Springsted "), as its independent financial advisor for the sale of the Bonds and is therefore
authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes,
Section 475.60, Subdivision 2(9); and
WHEREAS, the following offers were received, opened and recorded at the offices of
Springsted Incorporated at 10:00 A.M., this same day:
Bidder Interest Rate Net Interest Cost
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Rosemount,
Minnesota, as follows:
1. Acceptance of Offer The offer of (the
"Purchaser ") to purchase $1,170,000 General Obligation Water Revenue Bonds, Series 2003B of
the City (hereinafter referred to as the 'Bonds" or individually as a 'Bond "), in accordance with
the Terms of Proposal at the rates of interest hereinafter set forth, and to pay therefor the sum of
$ , plus interest accrued to settlement, is hereby found, determined and declared to be
the most favorable offer received and is hereby accepted and the Bonds are hereby awarded to
said Purchaser. The Finance Director is directed to retain the deposit of said purchaser and to
forthwith return to the other making offers their good faith checks or drafts.
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2. Terms of Bonds
(a) Title; Original Issue Date; Denominations; Maturities; Term Bond Option The Bonds
shall be titled "General Obligation Water Revenue Bonds, Series 2003B ", shall be dated July 1,
2003, as the date of original issue and shall be issued forthwith on or after such date as fully
registered bonds. The Bonds 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 Bonds shall mature on
February 1 in the years and amounts as follows:
Year Amount Year Amount
2005
$105,000
2010
$115,000
2006
105,000
2011
120,000
2007
110,000
2012
125,000
2008
110,000
2013
130,000
2009
115,000
2014
135,000
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 provisions of the
applicable Bond(s).
(b) Book Entry Only System The Depository Trust Company, a limited purpose trust
company organized under the laws of the State of New York or any of its successors or
successors to its functions hereunder (the 'Depository ") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book entry form only
(the "Book Entry Only Period "), shall at all times be in the form of a separate single fully
registered Bond for each maturity of the Bonds; and for purposes of complying with this
requirement under paragraphs 5 (with respect to redemption) and 10 (with respect to registration,
transfer and exchange) Authorized Denominations for any Bond shall be deemed to be limited
during the Book Entry Only Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register
maintained by U.S. Bank National Association, in St. Paul, Minnesota (the "Bond Registrar ") in
the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial institution for
which the Depository holds Bonds as securities depository (the "Participant ") or the person for
which a Participant holds an interest in the Bonds shown on the books and records of the
Participant (the 'Beneficial Owner "). Without limiting the immediately preceding sentence,
neither the City, nor the Bond Registrar, shall have any such responsibility or obligation with
respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with
respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner
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RESOLUTION 2003 -
or any other person, other than the Depository, of any notice with respect to the Bonds, including
any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any
other person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the
Depository as the Register Holder of any Bonds (the "Holder "). For purposes of securing the
vote or consent of any Holder under this Resolution, the City may, however, rely upon an
omnibus proxy under which the Depository assigns its consenting or voting rights to certain
Participants to whose accounts the Bonds are credited on the record date identified in a listing
attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to be the absolute
owner of the Bonds for the purpose of payment of the principal of and premium, if any, and
interest on the Bonds, for the purpose of giving notices of redemption and other matters with
respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by
Holders for the purpose of registering transfers with respect to such Bonds, and for all purpose
whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and
premium, if any, and interest on the Bonds only to or upon the Holder of the Holders of the
Bonds as shown on the register, and all such payments shall be valid and effective to fully satisfy
and discharge the City's obligations with respect to the principal of and premium, if any, and
interest on the Bonds to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that
the Depository has determined to substitute a new Nominee in place of the existing Nominee,
and subject to the transfer provisions in paragraph 10 hereof (with respect to registration, transfer
and exchange), references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to
the principal of and premium, if any, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, by the Bond Registrar or City, as the case may
be, to the Depository as provided in the Letter of Representations, to the Depository required by
the Depository as a condition to its acting as book -entry Depository for the Bonds (said Letter of
Representations, together with any replacement thereof or amendment or substitute thereto,
including any standard procedures or policies referenced therein or applicable thereto respecting
the procedures and other matters relating to the Depository's role as book -entry Depository for
the Bonds, collectively hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in book -entry form
shall be limited in principal amount to Authorized Denominations and shall be effected by
procedures by the Depository with the Participants for recording and transferring the ownership
of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to the Holders
pursuant to this Resolution by the City or Bond Registrar with respect to any consent or other
action to be taken by Holders, the Depository shall consider the date of receipt of notice
requesting such consent or other action as the record date for such consent or other action;
provided, that the City or the Bond Registrar may establish a special record date for such consent
or other action. The City or the Bond Registrar shall, to the extent possible, give the Depository
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notice of such special record date not less than 15 calendar days in advance of such special
record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution
and any paying agency registrar agreement, shall agree to take any actions necessary from time
to time to comply with the requirements of the Letter of Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the
Bonds for a Bond of a lesser denomination as provided in paragraph 5 hereof (with respect to
redemption), make a notation of the reduction in principal amount on the panel provided on the
Bond stating the amount so redeemed.
(c) Termination of Book -Entry Only System Discontinuance of a particular Depository's
services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with respect to the
Bonds at any time by giving written notice to the City and discharging its responsibilities with
respect thereto under applicable law. The City may terminate the services of the Depository with
respect to the Bond if it determines that the Depository is no longer able to carry out its functions
as securities depository or the continuation of the system of book -entry transfers through the
Depository is not in the best interests of the City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the preceding
paragraph, and if no substitute securities depository is willing to undertake the functions of the
Depository hereunder can be found which, in the opinion of the City, is willing and able to
assume such functions upon reasonable or customary terms, or if the City determines that it is in
the best interests of the City or the Beneficial Owners of the Bond that the Beneficial Owners be
able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being
registered in the bond register in the name of the Nominee, but may be registered in whatever
name or names the Holder of the Bonds shall designate at that time, in accordance with
paragraph 10 hereof (with respect to registration, transfer and exchange). To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph
10 hereof (with respect to registration, transfer and exchange), the Bonds will be delivered to the
Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10
hereof (with respect to registration, transfer and exchange).
(d) Letter of Representations The provisions in the Letter of Representations are
incorporated herein by referenced and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control
3. Purpose The Bonds shall provide funds to finance improvements to the water utility
system of the City (the "Project "). The total cost of the Project, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Work on the Project shall proceed with due diligence to completion.
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RESOLUTION 2003 -
4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1
of each year commencing February 1, 2004, calculated on the basis of a 360 -day year of twelve
30 -day months, at the respective rates per annum set forth opposite the maturity years as follows:
Maturity Interest
Year Rate
2005 %
2006
2007
2008
2009
Maturity
Year
2019
2011
2012
2013
2014
Interest
Rate
5. Redemption All Bonds maturing in the years 2012 through 2014, both inclusive, shall
be subject to redemption and prepayment at the option of the City on February 1, 2011, and on
any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part
of the Bonds subject to prepayment. If redemption is in part, the City shall determine the
maturities and principal amounts within each maturity to be prepaid; and if only part of the
Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar
prior to giving notice of redemption shall assign to each Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar
shall then select by lot, using such method of selection as it shall deem proper in its discretion,
from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number,
shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall
be the Bonds to which were assigned numbers so selected; provided, however, that only so much
of the principal amount of each such Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond
Registrar duly executed by the holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered
6. Bond Registrar U.S.. Bank National Association, in St. Paul, Minnesota, is appointed to
act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar "), and
shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any
contract the City and Bond Registrar shall execute which is consistent herewith. The Bond
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RESOLUTION 2003 -
Registrar shall also serve as paying agent unless and until a successor paying agent is duly
appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record
holder) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this
resolution (with respect to interest payment and record date).
7. Form of Bond The Bonds to be issued hereunder, together with the Bond Registrar's
Certificate of Authentication, the form of Assignment and the registration information thereon,
shall be in substantially the following form:
RESOLUTION 2003
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF ROSEMOUNT
I
INTEREST
RATE
GENERAL OBLIGATION
WATER REVENUE BOND, SERIES 2003B
MATURITY DATE OF
DATE ORIGINAL ISSUE
July 1, 2003
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CEDE & CO.
DOLLARS
CUSIP
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, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above unless called for earlier
redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date "), commencing February 1, 2004, 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 Bond 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 Bond are payable
upon presentation and surrender hereof at the principal office of the U.S. Bank National
Association in St. Paul, Minnesota (the 'Bond Registrar "), acting as paying agent, or any
successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each
Interest Payment Date by check or draft mailed to the person in whose name this Bond is
registered (the "Holder" or "Bondholder ") on the registration books of the Issuer maintained by
the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth
day of the calendar month next preceding such Interest Payment Date (the "Regular Record
Date "). Any interest not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Date, and shall be payable to the person who is the Holder
hereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given to Bondholders not less than ten days prior to the Special Record
Date. The principal of and premium, if any, and interest on this Bond are payable in lawful
money of the United States of America. So long as this Bond is registered in the name of the
Depository or its Nominee as provided in the Resolution hereinafter described, and as those
terms are defined therein, payment of principal of and interest on this Bond and notice with
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RESOLUTION 2003 -
respect thereto shall be made as provided in the Letter of Representations, as defined in the
Resolution. Bonds may only be registered in the name of the Depository or its Nominee.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the
Constitution and laws of the State of Minnesota to be done, to happen and to be performed,
precedent to and in the issuance of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required by law; that the Issuer has
covenanted and agreed with the Holders of the Bonds that it will impose and collect charges for
the service, use and availability of its water utility system at the times and in amounts necessary
to produce net revenues adequate to pay all principal and interest when due on the Bonds; and
that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable
property of the Issuer, without limitation as to rate or amount, for the years and in amounts
sufficient to pay the principal and interest on the Bonds of this issue as they respectively become
due, if the net revenues from the water utility system irrevocably appropriated to the Debt
Service Account are insufficient therefor; and that this Bond, 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.
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RESOLUTION 2003 -
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 signatures of its
Mayor and its Clerk, the corporate seal
of the Issuer having been intentionally omitted as
permitted by law.
Date of Registration:
Registrable by: U.S. BANK NATIONAL
ASSOCIATION
ST. PAUL, MINNESOTA
Payable at: U.S. BANK NATIONAL
ASSOCIATION
ST. PAUL, MINNESOTA
BOND REGISTRAR'S
CITY OF ROSEMOUNT,
CERTIFICATE OF
DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
This Bonds is one of the Bonds
/s/ Facsimile
described in the Resolution
Mayor
mentioned within.
/s/ Facsimile
Clerk
U.S. Bank National Association
St. Paul, Minnesota
Bond Registrar
By:
Authorized Signature
RESOLUTION 2003 -
ON REVERSE OF BOND
Redemption All Bonds of this issue (the 'Bonds ") maturing in the years 2012 through 2014,
both inclusive, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2011, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the City
shall determine the maturities and principal amount within each maturity to be prepaid; and if
only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon shall
cease to accrue from and after the redemption date. Mailed notice of redemption shall be given
to the paying agent and to each affected Holder of the Bonds.
Selection of Bonds for Redemption; Partial Redemption To effect a partial redemption of
Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
new Bond or Bonds of the same series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
Issuance; Purpose; General Obligation This Bond is one of an issue in the total principal
amount of $1,170,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination, and redemption privilege, which Bond has been issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council on July 1, 2003 (the "Resolution "), for the purpose of
providing money to finance improvements to the water utility system of the City. This Bond is
payable out of the General Obligation Water Revenue Bonds, Series 2003B Fund of the Issuer.
This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt
and full payment of the 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 Bonds are issuable solely as fully registered bonds
in the Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
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RESOLUTION 2003 -
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond 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 Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer This Bond is transferable by the Holder in person or by his, her or its attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond 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 Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds 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 Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss The Bond 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 Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners The Issuer and Bond Registrar may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except as provided above with respect to the Record Date) and for all other purposes,
whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be
affected by notice to the contrary.
Authentication This Bond 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
Bond Registrar.
Designated as Qualified Tax - Exempt Obligations The Bonds have been designated by the
Issuer as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended.
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RESOLUTION 2003 -
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Bond, 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.
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RESOLUTION 2003 -
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, 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:
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 Bond Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
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RESOLUTION 2003 -
[Use only for Bonds when they are
Registered in Book Entry Only System]
PREPAYMENT SCHEDULE
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
Authorized Signature
Date Amount of Holder
RESOLUTION 2003 -
8. Execution, Temporary Bonds The Bonds 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 Bonds as permitted by law. In the event
of disability or resignation or other absence of either such officer, the Bonds 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 Bonds shall cease to be such officer before the delivery of the Bonds, 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 bonds, one or more typewritten temporary bonds in substantially the form set forth
above, with such changes as may be necessary to reflect more than one maturity in a single
temporary bond. The temporary bonds may be executed with photocopied facsimile signatures
of the Mayor and Clerk. Such temporary bonds shall, upon the printing of the definitive bonds
and the execution thereof, be exchanged therefor and canceled.
9. Authentication No Bond 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 Bond,
substantially in the form hereinabove set forth, shall have been duly executed by an authorized
representative of the Bond Registrar. Certificates of Authentication on different Bonds need not
be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of
the City on each Bond by execution of the Certificate of Authentication on the Bond and by
inserting the date of authentication in the space provided, except that for purposes of the Bonds
delivered to the Purchaser, the Bond Registrar shall insert as a date of authentication the date of
original issue, which date is July 1, 2003. The executed Certificate of Authentication on each
Bond 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 Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond
Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the
registration of transfers of Bonds entitled to be registered or transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City
shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9 with respect to authentication) and deliver, in the name
of the designated transferee or transferees, one or more new Bonds of any Authorized
Denomination or Denominations of alike aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no bond may be
registered in blank or in the name of "bearer" or similar designation.
At the option of the holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
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Registrar shall authenticate, insert the date of authentication of, and deliver the Bonds which the
holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be
promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations
of the City evidencing the same debt, and entitled to the same benefits under this resolution, as
the Bonds surrendered for such exchange or transfer.
Every Bond 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 Bond Registrar, duly
executed by the holder thereof or his attorney duly authorized in writing.
The Bond 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 Bond and any
legal or-unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Issuer contained in any agreement
with the Bond Registrar, including regulations which permit the Bond Registrar to close its
transfer books between record dates and payment dates.
11. Rights Upon Transfer or Exchange Each Bond delivered upon transfer of or in exchange
for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Bond.
12. Interest Payment; Record Date Interest on any Bond shall be paid on each interest
payment date by check or draft mailed to the person in whose name the Bond is registered (the
"Holder ") on the registration books of the City maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth day of the calendar month next
preceding such interest payment date (the "Regular Record Date "). Any 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 Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special
Record Date.
13. Treatment of Registered Owner The City and Bond Registrar may treat the person in
whose name any Bond is registered as the owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and interest (subject to the payment provisions in
paragraph 12 above with respect to interest payment and record date) on, such Bond and for all
other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor
the Bond Registrar shall be affected by notice to the contrary.
14. Delivery; Application of Proceeds The Bonds when so prepared and executed shall be
delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof.
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15. Fund and Accounts
(a) Water Fund; Operation and Maintenance Account The City has heretofore created a
Water Fund into which the gross revenues of the water utility are paid (the "Water Fund "). The
Operation and Maintenance Account heretofore created in the Water Fund shall continue to be
maintained in the manner heretofore provided for. All current costs of operation of the water
utility shall be paid out of the Operation and Maintenance Fund. Any water revenues in excess
of the current costs of operation are hereafter referred to as "net revenues ".
(b) There is hereby established a special fund to be designated Obligation Water
Revenue Bonds, Series 2003B Fund" (the "Fund ") to be held and administered by the City
Finance Director separate and apart from all other funds of the City. The Fund shall be
maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund two separate accounts to be designated
the "Construction Account" and the "Debt Service Account," respectively.
(i) Construction Account To the Construction Account there shall be credited the proceeds
of the sale of the Bonds, less accrued interest received thereon, and less any amount paid for the
Bonds in excess of $1,158,300. From the Construction Account shall be paid all costs and
expenses of the Project, including the cost of construction contracts heretofore let or to be let and
all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section
475.65. Any balance remaining in the fund after completion of the costs shall be transferred to
the Debt Service Account.
(ii) Debt Service Account There is hereby pledged and there shall be credited to the Debt
Service Account: (a) the net revenues of the water utility system not otherwise pledged and
applied to the payment of other obligations of the City, in an amount, together with other funds
which may herein or hereafter from time to time be irrevocably appropriated to the account
sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the payment of the
principal and interest of this issue; (b) all accrued interest received upon delivery of the Bonds;
(c) all funds paid for the Bonds in excess of $1,158,300; (d) all collections of taxes which may
hereafter be levied in the event that net revenues and other funds herein pledged to the payment
of the principal and interest of the Bonds of this issue are insufficient therefore; (e) all funds
remaining in the Construction Account after completion of the Project and payment of the costs
thereof; (f) all investment earnings on funds held in the Debt Service Account; and (g) any and
all other moneys which are properly available and are appropriated by the governing body of the
City to the Debt Service Account. The Debt Service Account shall be used solely to pay the
principal and interest and any premiums for redemption of the Bonds and any other general
obligation bonds 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 Bonds 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 Bonds 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 Bonds or $100,000.
To this effect, any proceeds of the Bonds and any sums from time to time held in the
1540776v] 17
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Construction Account or Debt Service Account (or any other City account which will be used to
pay principal or interest to become due on the bonds payable therefrom) in excess of amounts
which under the 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 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the "Code ").
16. Sufficiency of Net Revenues It is hereby found, determined and declared that the net ,
revenues of the water utility system are sufficient in amount to pay when due the principal of and
interest on the Bonds herein authorized and the City's outstanding general obligation water
revenue bonds heretofore issued and made payable from the net revenues of the water utility (the
"Parity Bonds "). The net revenues of the water utility system are hereby pledged for the
payment of the Bonds and shall be applied for that purpose, but solely to the extent required to
meet the principal and interest requirements of this issue as the same become due. Excess net
revenues may be used for any proper purpose. Nothing contained herein shall be deemed to
preclude the City from making further pledges and appropriations of the net revenues of the
water utility system for the payment of other or additional obligations of the City, provided that
it has first been determined by the City Council that the estimated net revenues of the water
utility system will be sufficient in addition to all other sources, for the payment of the Bonds
herein authorized and the Parity Bonds, and such additional obligations and any such pledge and
appropriation of the net revenues may be made superior or subordinate to, or on a parity with the
pledge and appropriation herein.
17. Covenant to Maintain Rates and Charges In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the water utility
system at the times and in the amounts required to produce net revenues adequate to pay all
principal and interest when due on the Bonds and the Parity Bonds.
18. General Obligation Pledge For the prompt and full payment of the principal and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the
City shall be and are irrevocably pledged. If the net revenues of the water utility system
appropriated and pledged to the payment of principal and interest on the Bonds, together with
other funds irrevocably appropriated to the Debt Service Account herein established, shall at any
time be insufficient to pay such principal and interest when due, the City covenants and agrees to
levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the
City sufficient to pay such principal and interest as it becomes due. If the balance in the Debt
Service Account is ever insufficient to pay all principal and interest then due on the Bonds
payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City
which are available for such purpose, and such other funds may be reimbursed without interest
from the Debt Service Account when a sufficient balance is available therein.
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19. Coverage Test The net revenues are such that if collected in full they, together with all
other funds herein pledged for the payment of the Bonds, will produce at least five percent (5 %)
in excess of the amount needed to meet when due the principal and interest payments on the
Bonds and the Parity Bonds.
20. Certificate of Registration The Clerk is hereby directed to file a certified copy of this
resolution with the County Auditor /Treasurer of Dakota County, Minnesota, together with such
other information as he or she shall require, and to obtain the County Auditor /Treasurer's
certificate that the Bonds have been entered in the County Auditor /Treasurer's Bond Register.
21. 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,
certified copies of all proceedings and records of the City relating to the Bonds 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 Bonds 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.
22. Tax- Exempt Status of the Bonds; 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 Bonds, 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 Bonds, and (3) the rebate of excess investment earnings to
the United States. The Issuer expects to satisfy the two -year expenditure exemption for gross
proceeds of the Bonds as provided in Section 1.148- 7(d)(1) of the Regulations.
23. Compliance with Reimbursement Bond 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 Bonds, 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
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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 Bonds, 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 Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the
Bonds 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 Bonds 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 Bond proceeds to, reimburse the Reimbursement Expenditure and, if made within 30 days
after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 23 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax - exempt status of the Bonds.
24. Designation as Qualified Tax - Exempt Obligations In order to qualify the Bonds 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 Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds 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 qualified 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 2003 will not
exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar year
2003 have been designated for purposes of Section 265(b)(3) of the Code.
The City shall use its best efforts to comply with any federal procedural requirements which may
apply in order to effectuate the designation made by this paragraph.
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25. Continuing Disclosure
(a) The City is the sole obligated person with respect to the Bonds. The City hereby agrees,
in. accordance with the provisions of Rule 15c2 -12 (the "Rule "), promulgated by the Securities
and Exchange Commission (the "Commission ") pursuant to the Securities Exchange Act of
1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking ") hereinafter
described to:
(1) provide or cause to be provided to each nationally recognized municipal securities
information repository ( "NRMSIR ") and to the appropriate state information depository ( "SID "),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to time the terms of the
Undertaking as provided therein.
(2) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
Municipal Securities Rulemaking Board ( "MSRB ") and (ii) the SID, notice of the occurrence of
certain material events with respect to the Bonds in accordance with the Undertaking.
(3) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB
and (ii) the SID, notice of a failure by the Issuer to provide the annual financial information with
respect to the Issuer described in the Undertaking.
(4) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in
the Undertaking is intended to be for the benefit of the holders of the Bonds and shall be
enforceable on behalf of such holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
(b) The Mayor and Clerk of the City, or any other officer of the City authorized to act in their
place, (the "Officers ") are hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council, subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the purchaser of the Bonds and (iii) acceptable to the Officers.
26. Defeasance When all Bonds have been discharged as provided in this paragraph, all
pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
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 Bonds,
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
1540776v1 21
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dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become due
thereon to maturity or, if notice of redemption as herein required has been duly provided for, to
such earlier redemption date.
27. 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.
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28. 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.
ADOPTED this 1 St day of July, 2003.
William H. Droste, Mayor
ATTEST:
Linda J. Jentink, City Clerk
Motion by: Seconded by:
Voted in favor:
Voted Against:
Members Absent:
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23
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STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF ROSEMOUNT
I, the undersigned, being the duly qualified and acting Clerk of the City of Rosemount,
Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of
minutes with the original thereof on file in my office, and that the same is a full, true and
complete transcript of the minutes of a meeting of the City Council of said City, duly called and
held on the date therein indicated, insofar as such minutes relate to considering offers for, and
awarding the sale of, $1,170,000 General Obligation Water Revenue Bonds, Series 2003B of
said City.
WITNESS my hand this day of , 2003.
Clerk
1540776v1