HomeMy WebLinkAbout8.b. Accept Bid/Award Sale for G.O. Community Center Refunding Bonds, Series 2001ECITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: December 4, 2001
AGENDA ITEM: Accept Bids and Award Sale - G.O.
AGENDA SECTION:
Community Center Refunding Bonds, Series 2001 E
Old Business
PREPARED BY: Jeff May, Finance Director
AGENDAI
ATTACHMENTS: Resolution (For Official Statement See
APPROVED BY:
Previous Agenda Item)
At 12:00 P.M. Tuesday, December 4, 2001, sealed bids for G.O. Community Center Refunding
Bonds, Series 2001 E, 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 bi6opening 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 THE SALE OF $725,000 GENERAL
OBLIGATION COMMUNITY CENTER REFUNDING BONDS, SERIES 2001 E, PROVIDING FOR
THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF.
COUNCIL ACTION:
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 2001 -
RESOLUTION ACCEPTING OFFER ON THE
SALE OF $725,000 GENERAL OBLIGATION
COMMUNITY CENTER REFUNDING BONDS, SERIES 2001E,
PROVIDING FOR THEIR ISSUANCE AND LEVYING
A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Rosemount, Minnesota (the "City "), has
heretofore determined and declared that it is necessary and expedient to provide moneys for a
crossover refunding of the City's General Obligation Community Center Bonds, Series 1992C
dated November 1, 1992 (the "Series 1992 Bonds" or the "Prior Bonds "), issued pursuant to the
resolution of the City Council, dated October 27, 1992 (the "Series 1992 Resolution "), for the
purpose of providing money to defray the expense of the acquisition and betterment of a
community auditorium and community banquet facility (the "Project "); and
B. WHEREAS, the Series 1992 Bonds which mature on or after February 1, 2004 (the
"Refunded Bonds "), are callable on February 1, 2003, at a price of par plus accrued interest as
provided in the Series 1992 Prior Resolution; and
C. WHEREAS, the refunding of the Refunded Bonds, is consistent with covenants made
with the holders thereof, and is necessary and desirable for the reduction of debt service cost to
the City; and
D. WHEREAS, offers to purchase the Bonds were solicited on behalf of the City by
Springsted Incorporated, as its independent financial consultant, and therefore the City is
authorized to negotiate the sale of the Bonds without compliance with the public sale
requirements of Chapter 475, and
E. WHEREAS, the City Council has heretofore determined and declared that it is necessary
and expedient to issue $725,000 General Obligation Community Center Refunding Bonds, Series
2001E (the "Bonds ") of the City, pursuant to Minnesota Statutes, Chapter 475, to provide
moneys for a crossover refunding of the Refunded Bonds; and
F. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -entry
form as hereinafter provided; and
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G. WHEREAS, the following offers were received, opened and recorded at the offices of
Springsted Incorporated at 12:00 noon this same day:
Bidder Interest Rate Net Interest Rate
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rosemount,
Minnesota, as follows:
1. Acceptance of Offer The offer of (the
"Purchaser "), to purchase $725,000 General Obligation Community Center Refunding Bonds,
Series 2001E of the City (the 'Bonds" or the "Refunding Bonds ", or individually a 'Bond "), 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 the Purchaser. The
Finance Director is directed to retain the deposit of the Purchaser and to forthwith return to the
others making offers their good faith deposits.
2. Terms of Bonds
(a) Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled
"General Obligation Community Center Refunding Bonds, Series 2001E ", shall be dated
December 1, 2001, 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
2004
$60,000
2005
65,000
2006
70,000
2007
65,000
2008
70,000
2009
75,000
2010
75,000
2011
80,000
2012
80,000
2013
85,000
(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 successor to its functions
hereunder (the "Depository") will act as securities depository for the Bonds, and to this end:
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RESOLUTION 2001 -
(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 paragraph 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 , 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
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.
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RESOLUTION 2001 -
(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
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.
(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:
(1) 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 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 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
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RESOLUTION 2001 -
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 reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose; Refunding Findings The Bonds shall provide funds for a crossover refunding
of the Refunded Bonds (the "Refunding "). It is hereby found, determined and declared that the
Refunding is pursuant to Minnesota Statutes, Section 475.67, Subdivision 13, and shall result in
a reduction of debt service cost to the City. As of February 1, 2003, the present value of the
dollar amount of the debt service on the Bonds computed to their stated maturity dates, after
deducting any premium is lower by at least three percent than the present value of the dollar
amount of debt service on the Refunded Bonds computed to their stated maturity dates,
computed in accordance with Minnesota Statutes, Section 475.67, subdivisions 12 and 13.
4. Interest The Bonds shall bear interest payable semiannually on February 1 and August 1
of each year (each, an "Interest Payment Date "), commencing August 1, 2002, 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:
Year
2004
2005
2006
2007
2008
Maturity
Rate
Year
2009
2010
2011
2012
2013
Maturity
Rate
5. No Redemption The Bonds shall not be subject to redemption and prepayment prior to
their maturity.
6. Bond Registrar , in , 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
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
holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this
resolution.
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RESOLUTION 2001 -
7. Form of Bond The Bonds, 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:
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RESOLUTION 2001 -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF ROSEMOUNT
R- $
GENERAL OBLIGATION
COMMUNITY CENTER REFUNDING BOND, SERIES 2001E
INTEREST MATURITY
RATE DATE
DATE OF
ORIGINAL ISSUE
CUSIP
December 1, 2001
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Rosemount, Dakota County,
Minnesota (the "Issuer "), certifies that it is indebted and for value received promises to pay to the
registered owner specified above, or registered assigns, 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 August 1, 2002, 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 , in
, 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 respect thereto shall be made as
1350124v1 7
RESOLUTION 2001 -
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, 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.
IN WITNESS WHEREOF, 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.
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RESOLUTION 2001 -
Date of Registration
Registrable by:
Payable at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds
described in the Resolution
mentioned within.
Bond Registrar
By:
Authorized Signature
CITY OF ROSEMOUNT, MINNESOTA
/s/
Mayor
/s/
Clerk
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RESOLUTION 2001 -
ON REVERSE OF BOND
No Redemption The Bonds are not subject to redemption and prepayment prior to their
maturity.
Issuance; Purpose; General Obligation This Bond is one of an issue in the total principal
amount of $725,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, 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 of the Issuer on December 4, 2001 (the "Resolution "), for the purpose of
providing funds sufficient for a crossover refunding on February 1, 2003, of the Issuer's General
Obligation Community Center Bonds, Series 1992C, dated November 1, 1992, which mature on
February 1, 2004, and thereafter. This Bond is payable out of the Escrow Account and the Debt
Service Account of the Issuer's General Obligation Community Center Refunding Bonds, Series
2001E Fund.
Denominations; Exchange; Resolution The Bonds are issuable solely as fully registered bonds
in the denominations of $5,000 and integral multiples thereof of a single maturity and are
exchangeable for fully 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 otherwise provided on the reverse side hereof 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.
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RESOLUTION 2001 -
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.
Qualified Tax - Exempt Obligation This Bond has been designated by the Issuer as a "qualified
tax - exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended.
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RESOLUTION 2001 -
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 ET - 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 2001 -
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:
Signature Guaranteed:
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(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- I5(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 2001 -
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 as the date of registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the
Bond Registrar shall insert as a date of registration the date of original issue, which date is
December 1, 2001. The Certificate of Authentication so executed 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) of, and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no 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 sc
surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
1350124v1 14
RESOLUTION 2001 -
authenticate, insert the date of registration 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 cancelled 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, her or its 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 City 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 (15th) day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date "). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date ") fixed by the 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.
1350124v1 15
RESOLUTION 2001-
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.
15. Fund and Accounts There is hereby created a special fund to be designated the "General
Obligation Community Center Refunding Bonds, Series 2001E Fund" (the "Fund ") to be
administered and maintained by the Finance Director as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the City. The Fund shall
be maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be
designated the "Escrow Account" and 'Debt Service Account ", respectively.
(i) Escrow Account The Escrow Account shall be maintained as an escrow account with
(the "Escrow Agent ") in , Minnesota, which is a
suitable financial institution within or without the State whose deposits are insured by the
Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than
$500,000. All proceeds of the sale of the Bonds shall be received by the Escrow Agent and
applied to fund the Escrow Account or to pay costs of issuing the Bonds. Proceeds of the Bonds
not used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow
Account, together with all investment earnings thereon. The Escrow Account shall be invested
in securities maturing or callable at the option of the holder on such dates and bearing interest at
such rates as shall be required to provide sufficient funds, together with any cash or other funds
retained in the Escrow Account, (i) to pay when due the interest to accrue on each Bond herein
authorized to and including February 1, 2003; and (ii) to pay when called for redemption on
February 1, 2003, the principal amount of the Refunded Bonds. From the Escrow Account there
shall be paid (1) all interest on the Bonds herein authorized to and including February 1, 2003,
and (2) the principal of the Refunded Bonds due by reason of their call for redemption on
February 1, 2003. The Escrow Account shall be irrevocably appropriated to the payment of the
principal of and interest on the Bonds herein authorized until the proceeds of the Bonds are
applied to payment of the Refunded Bonds. The moneys in the Escrow Account shall be used
solely for the purposes herein set forth and for no other purpose, except that any surplus in the
Escrow Account may be remitted to the City, all in accordance with an agreement (the "Escrow
Agreement ") by and between the City and Escrow Agent, a form of which agreement is on file in
the office of the Clerk. Any moneys remitted to the City upon termination of the Escrow
Agreement shall be deposited in the Debt Service Account.
(ii) Debt Service Account To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (1) any balance remitted to the City upon
the termination of the Escrow Agreement; (2) any balance remaining on February 2, 2003, in the
Debt Service Account of the General Obligation Community Center Bonds, Series 1992C Fund
created by the Series 1992 Resolution; (3) all investment earnings on funds in the Debt Service
Account; (4) any collections of taxes levied by the City for the payment of the Bonds and interest
thereon; and (5) 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 amount of any surplus
remaining in the Debt Service Account when the Bonds and interest thereon are paid shall be
used consistent with Minnesota Statutes, Section 475.61, Subdivision 4.
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RESOLUTION 2001 -
The moneys in the Debt Service Account shall be used solely to pay the principal of and interest
on the Bonds or any other bonds hereafter issued and made payable from the Fund. 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 Fund (or any other
City account which will be used to pay principal and interest to become due on the Bonds) in
excess of amounts which under the applicable federal arbitrage regulations may be invested
without regard as to yield shall not be invested in excess of the applicable yield restrictions
imposed by the arbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and 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. Prior Bonds; Security Until retirement of the Prior Bonds, all provisions theretofore
made for the security thereof shall be observed by the City and all of its officers and agents.
17. Tax Levy; Coverage Test; Cancellation of Certain Tax Levies To provide moneys for
payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable
property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and
collected with and as part of other general property taxes in the City for the years and in the
amounts as follows:
Year of Tax
Year of Tax
Levy
Collection Amount
2002
2003
2003
2004
2004
2005
2005
2006
2006
2007
2007
2008
2008
2009
2009
2010
2010
2011
2011
2012
2012
2013
The tax levies are such that if collected in full they, together with estimated collections of other
revenues 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.
The tax levies shall be irreparable so long as any of the Bonds are outstanding and unpaid,
1350124v1 17
RESOLUTION 2001 -
provided that the City reserves the right and power to reduce the levies in the manner and to the
extent permitted by Minnesota Statutes, Section 469.060.
Upon payment of the Prior Bonds on February 1, 2003, the taxes levied in paragraph 16 of the
Prior Resolution authorizing the issuance of the Prior Bonds, in the years 2003 through 2011 for
collection in 2003 through 2012 shall be cancelled.
18. 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,
without regard to the provisions of law now or hereafter authorizing and regulating such action,
by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an
escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67,
Subdivision 8, bearing interest payable at such times and at such rates and maturing on such
dates as shall be required, without regard 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.
19. General Obligation Pledge For the prompt and full payment of the principal of and
interest on the Bonds as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and hereby are irrevocably pledged. If the balance in the Escrow
Account or 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 Escrow Account or Debt Service Account when a sufficient balance is available
therein.
20. Securities; Escrow Agent Securities purchased from moneys in the Escrow Account
shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and
any amendments or supplements thereto. Securities purchased from the Escrow Account shall be
purchased simultaneously with the delivery of the Bonds. The City Council has investigated the
facts and hereby finds and determines that the Escrow Agent is a suitable financial institution to
act as escrow agent.
21. Redemption of Refunded Bonds The Refunded Bonds which mature in 2004 and
thereafter shall be redeemed and prepaid on February 1, 2003, in accordance with the terms and
conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit A, which
terms and conditions are hereby approved and incorporated herein by reference. Said Notice of
Call for Redemption shall be mailed to the paying agent for the Refunded Bonds prior to said
redemption date therefor and to the registered owner of each Refunded Bond at the address
shown on the registration books kept by the registrar for the Refunded Bonds pursuant to the
Escrow Agreement.
1350124v1 18
RESOLUTION 2001 -
22. Escrow Agreement On or prior to the delivery of the Bonds the Mayor and Clerk shall,
and are hereby authorized and directed to, execute on behalf of the City an Escrow Agreement.
The Escrow Agreement is hereby approved and adopted and made a part of this resolution, and
the City covenants that it will promptly enforce all provisions thereof in the event of default
thereunder by the Escrow Agent.
23. Purchase of SLGS or Open Market Securities Springsted Incorporated, as agent for the
City, is hereby authorized and directed to purchase on behalf of the City Council and in its name
the appropriate United States Treasury Securities, State and Local Government Series and/or
open market securities as provided in paragraph 20 above (with respect to securities and escrow
agent), from the proceeds of the Bonds and, to the extent necessary, other available funds, all in
accordance with the provisions of this resolution and the Escrow Agreement and to execute all
such documents (including the appropriate subscription form) required to effect such purchase in
accordance with the applicable U.S. Treasury Regulations.
24. Certificate of Registration The Clerk is hereby directed to file a certified copy of this
resolution with the County Auditor of Dakota County, Minnesota, together with such other
information as Dakota County shall require, and to obtain the County Auditor's Certificate that
the Bonds have been entered in the County Auditor's Bond Register, that the tax levy for the
Refunded Bonds has been cancelled to the extent provided herein, and that the tax levy required
by law for the Bonds has been made.
25. Records and Certificates The officers of the City are hereby authorized and directed to
prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance
of the Bonds, 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.
26. Negative Covenant as to Use of Proceeds and Project The City hereby covenants not to
use the proceeds of the Bonds or to use the Project, or to cause or permit them to be used, or to
enter into any deferred payment arrangements for the cost of the Project, 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.
27. 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 ate information depository ( "SID "), if
1350124v1 19
RESOLUTION 2001 -
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.
(5) 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.
28. Tax Exempt Status of the Bonds; Rebate The City shall comply with requirements
necessary under the Code to establish and maintain the exclusions from gross income under
Section 103 of the Code of the interest on the Bonds, including without limitation (1)
requirement relating to temporary periods for investments, (2) limitation 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 18 month expenditure exemption for gross
proceeds of the Bonds as provided in Section 1.148- 7(d)(1) of the Regulations.
29. Designation of 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
1350124v1 20
RESOLUTION 2001 -
whose obligations are treated as issued by the City) during this calendar year 2001 will not
exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar year
2001 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
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.
30. Supplemental Resolution The Prior Resolution is hereby supplemented to the extent
necessary to give effect to the provisions of this resolution.
31. 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.
32. 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.
The motion for the adoption of the foregoing resolution was duly seconded by member
and, after a full discussion thereof and upon a vote being taken thereon, the
following voted in favor thereof:
1350124v1 21
RESOLUTION 2001 -
ADOPTED this 4th day of December, 2001.
Cathy Busho, Mayor
ATTEST:
Linda J. Jentink, City 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
day of 2001, as disclosed by the records of said City in my possession.
(SEAL)
Linda J. Jentink, Rosemount City Clerk
Motion by:
Voted in favor:
Voted Against:
Members Absent:
Seconded by:
1350124v1 22
RESOLUTION 2001 -
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 authorizing the issuance of,
and awarding the sale of, $725,000 General Obligation Community Center Refunding Bonds,
Series 2001E of said City.
WITNESS my hand this day of , 2001.
City Clerk
1350124v1 23
EXHIBIT A
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION COMMUNITY CENTER
BONDS, SERIES 1992C
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Rosemount,
Dakota County, Minnesota, there have been called for redemption and prepayment on
February 1, 2003
those outstanding bonds of the City designated as General Obligation Community Center Bonds,
Series 19920, dated November 1, 1992, having stated maturity dates of February 1 in the years
2004 through 2013, both inclusive, and totaling $685,000 in principal amount. The bonds are
being called at a price of par plus accrued interest to February 1, 2003, on which date all interest
on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are
requested to present their bonds for payment, at Firstar Bank, N.A. (successor to American
National Bank and Trust Company) if by mail to: 1555 North RiverCentre Drive, Suite 301,
Milwaukee, Wisconsin, 53212, Attention: Corporate Trust Services, on or before February 1,
2003.
Dated: December 4, 2001
BY ORDER OF THE CITY COUNCIL OF
THE CITY OF ROSEMOUNT
Important Notice: Under the Interest and Dividend Compliance Act of 1983, 31 % will be
withheld if tax identification is not properly certified.
Additional information may be obtained from:
SPRINGSTED INCORPORATED
85 East Seventh Street
Suite 100
Saint Paul, Minnesota 55101 -2143
Telephone No.: (612) 223 -3000
1350124vl