HomeMy WebLinkAbout9.b. Accept Bids and Award Sale - G.O. Storm Water Revenue Bonds, Series 1999C CITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: September 21, 1999
AGENDA ITEM: Accept Bids and Award Sale - G.O. Storm AGENDA SECTION:
Water Revenue Bonds, Series 1999C Oid Business
PREPARED BY: Jeff May, Finance Director AGENDA
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ATTACHMENTS: Resolution (Official Statement with 1999B APPROVED BY:
Agenda Item)
At 12:00 P.M. Tuesday, September 21, 1999, sealed bids for G.O. Storm Water Revenue Bonds,
Series 1999C, will be opened and the results tabulated at the offices of Springsted Inc. A
representative from Springsted Inc. 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 THE SALE OF $855,000 GENERAL
OBLIGATION STORM WATER REVENUE BONDS, SERIES 1999C AND PROVIDING FOR
THEIR ISSUANCE.
COUNCIL ACTION:
CITY OF ROS�MOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION 1999 -
RESOLUTION ACCEPTING OFFER ON SALE OF
$855,000 GENER.AL OBLIGATION •
STORM WATER REVENUE BONDS, SERIES 1999C
AND PROVIDING FOR THEIR ISSUANCE
V1lIEREAS, the City Council of the City of Rosemount, Minnesota (the
"City") has heretofore determined that it is necessary and
expedient to issue $855, 000 General Obligation Storm Water Revenue
Bonds, Series 1999C of the City, pursuant to Minnesota Statutes,
Chapters 444 and 475 to finance improvements to the storm water
utility system (the "Project") ;
WFIEREAS, 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 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 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 $855, 0�0 General
Obligation Storm Water Revenue Bonds, Series 1999C of the City
(hereinafter referred to as the "Bonds" or individually as a
"Bond" 1 , 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.
RESOLUTION 1999-
2 . Terms of Bonds .
(a) Title • Oriainal Issue Date • Denominationsr__ Maturities: Term
Bond Option. The Bonds shall be titled "General Obligation Storm
Water Revenue Bonds, Series 1999C" , shall be dated October l, 1999,
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, without right of prior redemption, on February 1 in
the years and amounts as follows:
Year Amount Year Amount
2001 $30, 000 2009 $60, 000
2002 45, 000 2010 60, 0�0
2003 45, 000 2011 65, 000
2004 45, 000 2012 70, 000
2005 50, 000 2013 70, 000
2006 50, 000 2014 75, 000
2007 55, 000 2015 80, 000
2008 55, 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 aII 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 and 10
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 Firstar Bank, N.A. 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
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RESOLUTION 1999-
broker, dealer, bank, or an.y 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)
th� 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
abtaining 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 Depositor.y 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
3
RESOLUTION 1999 -
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
issuecl 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.
(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 Onlv Svstem. 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 . ,
4
RESOLUTION 1999-
(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 willirig and abTe to assume such functians 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 Re�.resentations . 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 storm water utility system (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
sha11 proceed with due diligence to completion.
4 . Interest . The Bonds shall bear interest payable semiannually
on February 1 and August 1 of each year commencing August 1, 2000,
calculated on the basis of a 360-day year of twelve 30-day months,
at the respective rates per annum set forth opposite the matu�ity
years as follows:
5
RE50LUTION 1999-
Maturity Interest Maturity Interest
Year Rate Year Rate
2001 % 2009 0
2002 2010 '
2003 2011
2004 2012
2005 2013
2006 2014
2007 2015
2008
5 . Redem.ption. Al1 Bonds maturing in the years 2007 through
2015, both inclusive, shall be subject to redemption and prepayment
at the option of the City on February 1, 2006, 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, sha11 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. Tf a Bond is to be redeemed
only in part, it shall be surrendered to the Bond Registrar (with,
if the District or Bond Registrar so requires, a written instrument
of transfer in form satisfactory to the District and Bond Registrar
duly executed by the holder thereof or his, her or its attorney
duly authorized in writing) and the District 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 ,
6
RESOLUTION 1999-
and in exchange for the unredeemed portion of the principal of the
Bond so surrendered
6 . Bond Rec{istrar. Firstar Bank, N.A. , 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 sha].l execute
which is consistent herewith. The Bond Registrar sha�l 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
substan�ially the following form:
7
RESOLUTION 1999-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF ROSEMOUNT
R- $ �
GENER.AL OBLIGATION STORM WATER
REVENUE BOND, SERIES 1999C
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
October l, 1999
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, without option of prepayment, and to
pay interest thereon semiannually on February 1 and August 1 of
each year (each, an "Interest Payment Date") , commencing August 1,
2000, 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 Firstar Bank of Milwaukee, N.A. ,
1555 North RiverCentre Drive, Suite 301, Milwaukee, Wisconsin
53212, Attention: Corporate Trust Services, as agent for Firstar
Bank, N.A. , 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
8
RESOLUTION 1999-
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 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 PROVTSIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL
PURPOSES HA.VE 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 storm water utility 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 storm water
utility and any other revenues 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.
,
9
RESOLUTION 1999-
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: FIRSTAR BANK, N.A.
St . Paul, MN 55101
Payable at : FIRSTAR BANK OF
MILWAUKEE
1555 No. RiverCentre
Drive
Suite 301
Milwaukee, WI 53212
Attn: Corporate Trust
Services
as agent for Firstar
Bank, N.A. ,
St . Paul, Minnesota
BOND REGISTRAR'S CITY OF ROSEMOUNT,
CERTIFICATE OF DAKOTA COUNTY, MINNESOTA
AUTHENTICATION
This Bond is one of the
Bonds described in the 1�� Facsimile
Resolution mentioned Mayor
within.
1s/ Facsimile
FIRSTAR BANK, N.A. Clerk
St . Paul, Minnesota
Bond Registrar
By
Authorized Signature
10
RESOLUTION 1999 -
ON REVERSE OF BOND
Redemption. Al1 Bonds of this issue (the "Bonds" ) maturing in the
years 2007 through 2015, both inclusive, are subject to redemption
and prepayment at the option of the Issuer on February 1, 2006, 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 maturi�y date are
called for prepayment, the specific Bonds to be prepaid sha11 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.
�election of Bonds for Redemption• Partial Redembtion. 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 se�lection 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 �he 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 • Pur..pose • General Obligation. This Bond is one of an
issue in the total principal amount of $855, 000, all of like date
of ariginal 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 on September 21, 1999 (the "Resolution") , for the purpose
of providing money to finance improvements to the City' s storm
11
RESOLUTION 1999-
water system. This Bond is payable out of the General Obligation
Storm Water Revenue Bonds, Series 1999C 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 • Exchanae: Resolution. The Bonds are issuable solely
as fully registered bonds in the Authorized Denominations (as
defined in the Resolution) 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
principa7. 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 regula-
tions 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 u�on 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 Re,�istered 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 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.
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.
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RESOLUTION 1999-
Desianated as Oualified Tax-Exempt Oblicrations. 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.
13
RESOLUTION 1999-
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 .
14
RESOLUTION 1999-
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 ather "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 . )
Z5
RESOLUTION 1999 -
[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
16
RESOLUTION 1999-
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 afficer 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 October 1, 1999 . 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; Exchancte. 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
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RESOLUTION 1999 -
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 a Tzke 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 �Yie option of the holder, Bands may be exchanged for Bonds of
any Authorized Denomination or Denominations of a like aggregate
principal amount arzd 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 Registrar shall authenticate,
insert the date of authentication of, and deliver the Bonds which
the holder making the exchange is entitled to receive.
Al1 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.
AlI 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 Exchanae. Each Bond de].ivered 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 PaX.ment • 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
18
RESOLUTION 1999-
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 10 above with respect to
registration, transfer and exchange) 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• A�,t�lication 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 appZication thereof .
15 . Fund and Accounts. There is hereby established a special fund
to be designated "General Obligation Storm Water Revenue Bonds,
Series 1999C 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 �he 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, " respec�ively.
(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 $$44, 740 . From the Construction Account shall be paid
all costs and expenses of the Project, including the cost of con-
struction 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 storm water utility 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
19
RESOLUTION 1999-
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) ai1 accrued interest received upon delivery of �he Bonds; (c)
all funds paid for the Bonds in excess of $844, 740; (d) all collec-
tions 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 Bands 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 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 yiel.d 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 in.vestment would caus� 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 storm water utility are
sufficient in amount to pay when due the principal of and interest
on the Bonds herein authorized, and the net revenues of the storm
water utility 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 '
20
RESOLUTION 1999 -
preclude the City from making further pledges and appropriations of
the net revenues of the storm water utility 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 storm water utility will be sufficient in addition
to all other sources, for the payment of the Bonds herein •
authorized, 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
hereiri.
17 . Covenant to Maintain Rates and Charaes . 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 storm water utility at the times and in the amounts required
to produce net revenues adequate to pay all principal and interest
when due on the Bonds .
18 . General Obligation Pledae. 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
storm water utility appropriated and pledged to the payment of
principal and interest on �he 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.
19 . Coveraae 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.
20 . Certificate of Reqistration. The Clerk is hereby directed to
file a certified copy of this resolution with the County Public
Service and Revenues Division Director of Dakota County, Minnesota,
together with such other information as he or she shall require,
and to obtain the County Public Service and Revenue Division
Director' s certificate that the Bonds have been entered in the
County Public Service and Revenues Division Director' s Bond
Register.
. 21
RESOLUTION 1999 -
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-Exem.pt 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 Sec�ion 103 of the
Code of the interest on the Bonds, including without limitation (1)
requirements re�ating 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 18-month
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 Reaulations. 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 thereot
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: (z) "preliminary
expenditures" for the Project, defined in the Reimbursement
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RESOLUTION 1999 -
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. Notwithstanding the foregoing, with respect to any �
Declaration made by the City between January 27, 1992 and June 30,
1993 , with respect to a Reimbursement Expenditure made prior to
March 2, 1992, the City hereby represents that there exists
objective evidence, that at the time the Expenditure was paid the
City expected to reimburse the cost thereof with the proceeds of a
borrawing (taxable or tax-exempt) and that expectation was
reasonable .
(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 . Desianation as Oualified Tax-Exempt Obligations. In order to
qualify the Bonds as "qualitied 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; .
23
RESOLUTION 1999 -
(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 1999 will not exceed '
$10,000, 000; and
(e) not more than $10, 000, 000 of obligations issued by the City
during this calendar year 1999 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.
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, in a timely manner, to (i}
each nationally recognized municipal securities information
repository ("NRMSIR") or to the Municipal Securities Rulemaking
Board ("MSRB") and (ii) the state information depository (the
"SID") , if any, notice of the occurrence of certain material events
with respect to the Bonds in accordance with the Undertaking.
(2) The City agrees that its covenants pursuant to the Rule set
forth in this paragraph and in the Undertaking are intended to be
for the benefit of the holders and any other beneficial owners of
the Bonds and shall be enforceable on behalf of such holders and
beneficial owners; 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 .
(a) 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 dzrected to execute on behalf of the City the
Undertaking in substantially the form presented to the 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
24
RESOLUTION 1999-
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 dates as shall be required, subject to
sale and/or reinvestment, to pay all amounts to become due thereori
to maturity or, if notice of redemption as herein required has been
duly provided for, to such earlier redemption date.
27 . Severabilitv. 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.
28 . Headinas . 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 tull discussion
thereof and upon vote being taken thereon, the following voted in
favor thereof :
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
ADOPTED this 21st day of September, 1999.
Cathy Busho, Mayor
25
RESOLUTION 1999-
ATTEST:
Susan M. Walsh, City Clerk
Motion by: Seconded by:
Voted in favor:
Voted Against :
26
s
RESOLUTION 1999-
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 of offers
for and awarding the sale of, $855, 000 General Obligation Storm
Water Revenue Bonds, Series 1999C of said City.
WITNESS my hand this day of , 1999 .
Clerk
27