HomeMy WebLinkAbout8.a. Accept Bids and Award Sale - G.O. Improvement Bonds, Series 1999A CITY OF ROSEMOUNT
EXECUTIVE SUMMARY FOR ACTION
CITY COUNCIL MEETING DATE: June 14, 1999
AGENDA ITEM: Accept Bids and Award Sale - G.O. AGENDA SECTION:
Improvement Bonds, Series 1999A Old Business
PREPARED BY: Jeff May, Finance Director AGENqI�'� �T � ��
ATTACHMENTS: Resolution and Official Statement APPROVED BY:
At 10:00 A.M. Monday, June 14, 1999, sealed bids for G.O. Improvement Bonds, Series 1999A, 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 Monday, 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 $3,715,000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 1999A AND PROVIDING FOR THEIR
ISSUANCE.
COUNCIL ACTION:
r.
CITY OF ROSEMOUNT
DAROTA COLTNTY, MINNESOTA
RESOLUTION 1999 -
RESOLUTION ACCEPTING OFFER ON THE
SALE OF $3,715, 000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 1999A AND PROVIDING FOR THEIR ISSUANCE
WHEREAS, the City Council of the City of Rosemount, Minnesota
(the "City") , has heretofore determined and declared that it is
necessary and expedient to issue $3, 715, 000 General Obligation
Improvement Bonds, Series 1999A (the "Bonds") of the City,
pursuant to Minnesota Statutes, Chapters 429 and 475, to finance
the construction of various improvements in the City (the
"Improvements" ) ; and
WHEREAS, the construction of the Improvements to be financed by
the Bonds has heretofore been ordered; and
WHEREAS, offers to purchase the Bonds were solicited on behalf of
the City by Springsted Incorporated; and
WHEREAS, it is in the best interests of the City that the Bonds
be issued in book-entry form as hereinafter provided; and
WHEREAS, the following offers were received, opened and recorded
at the offices of Springsted Incorporated at 10 : 00 A.M. , this
same day:
Bidder Interest Rate Net Interes� 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 $3, 715, 000 General Obligation Improvement Bonds, Series
1999A of the City (the "Bonds" , or individually a "Bond") , in
accordance with the terms of proposal, at the rates of interest
hereinafter set forth, and to pay therefor the sum of
$ , plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable offer
1049895.1
RESOLIITION 1999 -
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
others making offers their good faith checks or drafts .
2 . Terms of Bonds
(a) Title • Ori�inal Issue Date: Denominations; Maturities . The
Bonds shall be titled "General Obligation Improvement Bonds,
Series 1999A" , shall be dated July 1, 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 "Authorized
Denomination") . The Bonds shall mature on February 1 in the
years and amounts as follows :
Year Amount Year Amount
2001 $200, 000 2007 $260, 000
2002 545, 000 2008 255, 000 ,
2003 495, 000 2009 250, 000
2004 485, 000 2010 245, 000
2005 475, 000 2011 240, 000
2006 265, 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 of its successors or its successors to
its functions hereunder (the "Depository" ) will act as securities
depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they
remain in book entry form only (the "Book Entry Only Period" ) ,
shall at all times be in the form of a separate single fully
registered Bond for each maturity of the Bonds; and for purposes
of complying with this requirement under paragraphs 5 (with
respect to redemption) and 10 (with respect to registration,
transfer and exchange) Authorized Denominations for any Bond
shall be deemed to be limited during the Book Entry Only Period
to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be
registered in a bond register maintained by Firstar Bank of
Minnesota, 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 I7epository, the -"Nominee" ) .
1049895.1 2
RESOLUTION 1999 -
(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 Registered 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 i,nterest
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 purposes whatsoever. The Bond Registrar, as paying
agent hereunder, shall pay all principal of and premium, if any,
and interest on the Bonds only to the Holder or th� Holders of
the Bonds as shown on the bond 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
1049895.1 3 •
RESOLUTION 1999 -
respect to registration, transfer and exchange) references to the
Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee,
all payments with respect to the principal of and premium, if
any, and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as
provided in the Letter of Representations to the Depository
required by the Depository as a condition to its acting as book-
entry Depository for the Bonds (said Letter of Representations,
together with any replacement thereof or amendment or substitute
thereto, including any standard procedures or policies referenced
therein or applicable thereto respecting the procedures and other
matters relating to the Depository' s role as book-entry
Depository for the Bonds, collectively hereinafter referred to as
the "Letter of Representations") .
(vii) All transfers of beneficial ownership interests in each
Bond issued in book-entry form shall be limited in principal
amount to Authorized Denominations and shall be effected by
procedures by the Depository with the Participants for recording'
• and transferring the ownership of beneficial interests in such
Bonds .
(viii) In connection with any notice or other communication to
be provided to the Holders pursuant to this Resolution by the
City or Bond Registrar with respect to any consent or other
action to be taken by Holders, the Depository shall cons�.der 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.
(ix) Any successor Bond Registrar in its written acceptance of
its duties under this Resolution and any paying agency/bond
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
1049895.1 4
RESOLUTION 1999 -
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-Entrv 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 Bonds 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 willing to undertake the functions of the
Depository hereunder can be found which, in the opinion of the
City, is willing and able to assume such functions upon
reasonable or customary terms, or if the City determines that it
is in the best interests of the City or the Beneficial Owners of .
the Bonds that the Beneficial Owners be able to obtain
certificates for the Bonds, the Bonds shall no longe�r be
registered as being registered in the bond register in the name
of the Nominee, but may be registered in whatever name or names
the Holder of the Bonds shall designate at that time, in,
accordance with paragraph 10 hereof (with respect to
registration, transfer and exchange) . To the extent that the
Beneficial Owners are designated as the transferee by the
Holders, in accordance with paragraph 10 hereof (with respect to
registration, transfer and exchange) , the Bonds will be delivered
to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict
the provisions of paragraph 10 hereof (with respect to
registration, transfer and exchange) .
(d) Letter of Representations . The provisions in the Letter of
Representations are incorporated herein by 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 .
1049895.1 5 '
RESOLUTION 1999 -
3 . Purpose . The Bonds shall provide funds to finance the costs
of various improvements within the City (the "Improvements" ) .
The total cost of the Improvements, 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
Improvements shall proceed with due diligence to completion. The
City covenants that it shall do all things and perform all acts
required of it to assure that work on the Improvements proceed
with due diligence to completion and that any and all permits and
studies required under law for the Improvements are obtained.
4 . Interest . The Bonds shall bear interest payable semiannually
on February 1 and August 1 of each year (each, an "Interest
Payment Date" ) , commencing February 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 maturity years
as follows :
Maturity Interest Maturity Interest
Year Rate Year Rate
2001 % 2007 °� 4
2002 2008
2003 2009
2004 2010
2005 2011 °
2006
5 . Redemption. Al1 Bonds maturing in the years 2006 th�ough
2011, both inclusive, shall be subject to redemption and
prepayment at the option of the City on February 1, 2005, 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 Bonc� having- a comman maturity date a
1049895.1 6
RESOLUTION 1999 -
distinctive number for each $5, 000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers so assigned to such Bonds, as many
numbers as, at $5, 000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
each such Bond of a denomination of more than $5, 000 shall be
redeemed as shall equal $5, 000 for each number assigned to it and
so selected. If a Bond is to be redeemed only in part, it shall
be surrendered to the Bond Registrar (with, if the 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 and in exchange for the unredeemed
portion of the principal of the Bond so surrendered
6 . Bond Registrar. Firstar Bank of Minnesota, 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 Bon�
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 (with respect to interest
payment and record date) . -
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:
1049895.1 7 '
RESOLUTION 1999 -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
CITY OF ROSEMOUNT
R- $
GENERAL OBLIGATION IMPROVEMENT
BOND, SERIES 1999A
INTEREST MATUR.ITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
July 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, unless called for earlier
redemption, and to pay interest thereon semiannually on February
1 and August 1 of each year (each, an "Interest Payment Date" ) ,
commencing February 1, 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 Trust Company, 1555 North RiverCentre Drive, Suite 301,
Milwaukee, Wisconsin 53212, Attention: Corporate Trust Services,
as agent for Firstar Bank of Minnesota, N.A. , in Saint 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 o� business on the fifteenth day
1049895.1 8
RESOLUTION 1999 -
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, premium, if any, 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, and
surrender of this Bond shall not be required for payment of the
redemption price upon a partial redemption of this Bond. Until
termination of the book-entry only system pursuant to 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, 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.
1049895.1 9
RESOLUTION 1999 -
Date of Registration: Registrable by: FIRSTAR BANK OF
MINNESOTA, N.A.
St . Paul, MN 55101
Payable at : FIRSTAR TRUST COMPANY
1555 No. RiverCentre
Drive
Suite 301
Milwaukee, WI 53212
Attn: Corporate Trust
Services
as agent for Firstar
Bank of Minnesota, 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 ls/ Facsimile _
Resolution mentioned Mayor
within. .
/s/ Facsimile
FIRSTAR BANK OF Clerk
MINNESOTA, N.A.
St . Paul, Minnesota
Bond Registrar
By
Authorized Signature
1049895.1 1�
RESOLIITION 1999 -
ON REVERSE OF BOND
Redem_ption. All Bonds of this issue (the "Bonds" ) maturing in the
years 2006 through 2011, both inclusive, are subject to
redemption and prepayment at the option of the Issuer on
February 1, 2005, and on any date thereafter at a price of par
plus accrued interest . Redemption may be in whole or in part of
the Bonds subject to prepayment . If redemption is in part, the
City shall determine the maturities and principal amount within
each maturity to be prepaid; and if only part of the Bonds having
a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease
to accrue from and after the redemption date . Mailed notice of
redemption shall be given to the paying agent and to each
affected Holder of the Bonds .
Selection of Bonds for Redemption• Partial Redemption. To effect
a partial redemption of Bonds having a common maturity date, the
Bond Registrar shall assign to each Bond having a common maturity
date a distinctive number for each $5, 000 of the principal amount
of such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5, 000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5, 000 shall be redeemed
as shall equal $5, 000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance • Purpose • General Oblicration. This Bond is one of an
issue in the total princi�al amount of $_3, 715, 000, all of like
1099895.1 1 1
RESOLUTION 1999 -
date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, which Bond
has been issued pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council of the Issuer on June 14,
1999 (the "Resolution" ) , for the purpose of providing funds to
finance the costs of various improvement projects within the
jurisdiction of the Issuer. This Bond is payable out of the
General Obligation Improvement Bonds, Series 1999A Fund of the
Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of
its principal, premium, if any, and interest when the same become
due, the full faith and credit and taxing powers of the Issuer
have been and are hereby irrevocably pledged.
Denominations • Exchange; Resolution. The 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
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 .
1049895.1 1 2
RESOLUTION 1999 -
Treatment of Rec�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 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.
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.
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 .
1049895.1 1 3
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 other "Eligible Guarantor
Institution" as defined in 17 CFR 240 . 17 Ad-15 (a) (2) .
The Bond Registrar will not effect transfer of this Bond unless
the information concerning the transferee requested below is
provided.
Name and Address :
(Include information for all joint owners
if the Bond is held by joint account. )
1049895.1 1 4
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
1049895.1 1 5
RESOLUTION 1999 -
8 . Execution; Temporary Bonds. The Bonds shall be printed (or,
at the request of the Purchaser, typewritten) 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. Such 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 cancelled.
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 July 1, 1999 . The Certificate of
Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this
resolution.
10 . Reclistration; Transfer; Exchanae. The City will cause to be
kept at the principal office of the Bond Registrar a bond
register in which, subjec-t to such reasonable regulations as the
1049895.1 1 6
RESOLUTION 1999 -
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 so surrendered for exchange, the City
shall execute (if necessary) , and the Bond Registrar shall
authenticate, insert the date of registration of, and deliver the
Bonds which the Holder making the exchange is entitled to
receive . Q
Al1 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.
Al1 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 t-ransfers and lost Bonds .
1049895.1 1 7
RESOLUTION 1999 -
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 . The
Administrator is hereby authorized to negotiate and execute the
terms of said agreement.
11 . Rights Upon Transfer or Exchanae. 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 Pavment • 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 Regis�rar 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 overdtie, and neither
the City nor the Bond Registrar shall be affected by notice to
the contrary.
14 . Delivery• A�plication 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 Ob-ligation Improvement Bonds,
1049895.1 1 8
RESOLUTION 1999 -
Series 1999A 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 therean
have been fully paid. There shall be maintained in the Fund two
(2) separate accounts, to be designated the "Construction
Account" and "Debt Service Account" , respectively.
(i) Construction Account . To the Construction Account there
shall be credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, less any amount paid for the
Bonds in excess of $3 , 670, 420, and less capitalized interest in
the amount of $175, 758 (together with interest earnings thereon
and subject to such other adjustments as are appropriate to
provide sufficient funds to pay interest due on the Bonds on or
before February l, 2000) , plus any special assessments levied
with respect to the Improvements and collected prior to
completion of the Improvements and payment of the costs thereof.
From the Construction Account there shall be paid all costs and
expenses of making the Improvements listed in paragraph 16, ,
including the cost of any construction contracts heretofore let
• and all other costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475 . 65; and the moneys
in said account shall be used for no other purpose except as
otherwise provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay interest on
the Bonds due prior to the anticipated date of commencement of
the collection of taxes or special assessments herein or.
hereafter levied or covenanted to be levied; and provided further
that if upon completion of the Improvements there shall remain
any unexpended balance in the Construction Account, the balance
(other than any special assessments) may be transferred by the
Council to the fund of any other improvement instituted pursuant
to Minnesota Statutes, Chapter 429, and provided further that any
special assessments credited to the Construction Account shall
only be applied towards payment of the costs of the Improvements
upon adoption of a resolution by the City Council determining
that the application of the special assessments for such purpose
will not cause the City to no longer be in compliance with
Minnesota Statutes, Section 475 . 61, Subdivision l.
(ii) Debt Service Account . There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service Account : (a) all collections of special assessments
herein covenanted to be levied with respect to the Improvements
and either initially credited to- the Construction Account and not
1049895.1 1 9
RESOLIITION 1999 -
already spent as permitted above and required to pay any
principal and interest due on the Bonds or collected subsequent
to the completion of the Improvements and payment of the costs
thereof; (b) all accrued interest received upon delivery of the
Bonds; (c) all funds paid for the Bonds in excess of $3, 670, 420;
(d) capitalized interest in the amount of $175, 758 (together with
interest earnings thereon and subject to such other adjustments
as are appropriate to provide sufficient funds to pay interest
due on the Bonds on or before February 1, 2000) ; (e) any
collections of taxes hereafter levied for the payment of the
Bonds and interest thereon; (f) all funds remaining in the
Construction Account after completion of the Improvements and
payment of the costs thereof, not so transferred to the account
of another improvement; (g) all investment earnings on funds held
in the Debt Service Account; and (h) 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 (50) 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 the 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 then-applicable federal arbitrage regulations may be
invested without regard to yield shall not be inv�sted at a yield
in excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after taking into
account any applicable "temporary periods" or "minor portion"
made available under the federal arbitrage regulations . Money in
the Fund shall not be invested in obligations or deposits issued
by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such
investment would cause the Bonds to be "federally guaranteed"
within the meaning of Section 149 (b) of the Internal Revenue Code
of 1986, as amended (the "Code") .
1049895.1 2 0
RESOLUTION 1999 -
16 . Assessments. It is hereby determined that no less than one
hundred percent (100%) of the cost to the City of each
Improvement financed hereunder within the meaning of Minnesota
Statutes, Section 475 . 58, Subdivision 1 (3) , shall be paid by
special assessments to be levied against every assessable lot,
piece and parcel of land benefitted by any of the Improvements .
The City hereby covenants and agrees that it will let all
construction contracts not heretofore let within one (1) year
after ordering each Improvement financed hereunder unless the
resolution ordering the Improvement specifies a different time
limit for the letting of construction contracts . The City hereby
further covenants and agrees that it will do and perform as soon
as they may be done all acts and things necessary for the final
and valid levy of such special assessments, arid in the event that
any such assessment be at any time held invalid with respect to
any lot, piece or parcel of land due to any error, defect, or
irregularity in any action or proceedings taken or to be taken by
the City or the City Council or any of the City officers or
employees, either in the making of the assessments or in the
performance of any condition precedent thereto, the City and the
City Council will forthwith do all further acts and take all ,
further proceedings as may be required by law to make the
assessments a valid and binding lien upon such property. The
special assessments have heretofore been authorized. Subject to
such adjustments as are required by conditions in existence at
the time the assessments are levied, it is hereby determined that
the assessments shall be payable with general taxes for the years
shown below in equal, consecutive, annual installments of
principal, and with interest on the declining balance of. all such
assessments at a rate per annum not greater than the maximum
permitted by law and not less than % per annum:
Improvement Collection
Designation Amount Levy Years Years
Wensmann $ 1999-2003 2000-2004
Shannon Pond 1999-2003 2000-2004
Conley Avenue 2000-2009 2001-2010
McNamara 2nd 2000-2009 2001-2010
At the time the assessments are in fact levied the City Council
shall, based on the then-current estimated collections of the
assessments, make any adjustments in any ad valorem taxes
required to be levied in order to assure that the City continues
to be in compliance with Minnesota Statutes, Section 475 . 61,
Subdivision 1 . - -
1049895.1 2 1
RESOLUTION 1999 -
17 . Coveraae Test . Collections of special assessments and 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 .
18 . General Obligation Pledcre. 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 hereby irrevocably pledged. If the
balance in the Debt Service Account is ever insufficient to pay
all principal and interest then due on the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such
purpose, and such other funds may be reimbursed with or without
interest from the Debt Service Account when a sufficient balance
is available therein.
19 . Certificate of ReQistration. The Clerk is hereby directed
to file a certified copy of this resolution with the County
Auditor/Treasurer of Dakota County, Minnesota, together with such
other information as he or she shall require, and to obtain the
County Auditor' s certificate that the Bonds have been entered in
the County Auditor/Treasurer' s Bond Register.
20 . Records and Certificates. The officers of the City are
hereby authorized and directed to prepare and furnish to the
Purchaser, and to the attorneys approving the legality of the
issuance of the 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.
21 . Negative Covenant as to Use of Proceeds and Imbrovements .
The City hereby covenants not to use the proceeds of the Bonds or
to use the Improvements, or to cause or permit them to be used,
or to enter into any deferred payment arrangements for the cost
of the Improvements, 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.
1049895.1 2 2
RLSOLUTION 1999 -
22 . Tax-Exempt Status of the Bonds; Rebate. The City shall
comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income under Section 103 of
the Code of the interest on the Bonds, including without
limitation (1? requirements relating to temporary periods for
investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States. The Issuer expects to
satisfy the 18-month expenditure exemption for gross proceeds of
the Bonds as provided in Section 1 . 148-7 (d) (1) of the
Regulations .
23 . Desictnation of Qualified Tax-Exempt Oblicrations . In order
to qualify the Bonds as "qualified tax-exempt obligations" within
the meaning of Section 265 (b) (3) of the Code, the City hereby
makes the following factual statements and representations :
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in
Section 141 of the Code; _
(c) the City hereby designates the Bonds as "qualified
tax-exempt obligations" for purposes of Section 265 (b) (3) of the
Code;
(d) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds, treating qualified 501 (c) (3)
bonds as not being private activity bonds) which will be •issued
by the City (and all entities treated as one issuer with the
City, and all subordinate entities whose obligations are treated
as issued by the City) during this calendar year 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.
24 . 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
1049895.1 2 3
RESOLUTION 1999 -
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 discharge �,
its obligations with respect to any prepayable Bonds called for
redemption on any date when they are prepayable according to
their terms, by depositing with the Bond Registrar on or before
that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given.
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
thereon to maturity or, if notice of redemption as herein ,
required has been duly provided for, to such earlier redemption
• date.
25 . 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 thereof which will be used by the City to
reimburse itself for any expenditure which the City paid or will
have paid prior to the Closing Date (a "Reimbursement
Expenditure" ) . .
The City hereby certifies and/or covenants as follows :
(a) Not later than 60 days after the date of payment of a
Reimbursement Expenditure, the City (or person designated to
do so on behalf of the City) has made or will have made a
written declaration of the City' s official intent (a
"Declaration" ) which effectively (i) states the City' s
reasonable expectation to reimburse itself for the payment
of the Reimbursement Expenditure out of the proceeds of a
subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the
Declaration relates and for which the Reimbursement
Expenditure is paid,- or identifies a specific fund or
1049695.1 2 4
RESOLUTION 1999 -
account of the City and the general functional purpose
thereof from which the Reimbursement Expenditure was to be
paid (collectively the "Project") ; and (iii) states the
maximum principal amount of debt expected to be issued by
the City for the purpose of financing the Project; provided,
however, that no such Declaration shall necessarily have
been made with respect to: (i) "preliminary expenditures"
for the Project, defined in the Reimbursement Regulations to
include engineering or architectural, surveying and soil
testing expenses and similar prefatory costs, which in the
aggregate do not exceed 200 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
borrowing (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 18 months
after payment of the Reimbursement Expenditure or three
years 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 25 upon receipt of
an opinion of its Bond Co'unsel for the Bonds stating in effect
1049895.1 2�J
RESOLUTION 1999 -
that such action will not impair the tax-exempt status of the
Bonds.
26 . Continuing Disclosure.
(a) The City is the sole obligated person with respect to the
Bonds . The City hereby agrees, in accordance with the provisions
of Rule 15c2-12 (the "Rule" ) , promulgated by the Securities and
Exchange Commission (the "Commission" ) pursuant to the Securities
Exchange Act of 1934, as amended, and a Continuing Disclosure
Undertaking (the "Undertaking" ) hereinafter described to:
(1) provide or cause to be provided to each nationally
recognized municipal securities information repository ( "NRMSIR")
and to the appropriate state information depository ("SID" ) , if
any, for the State of Minnesota, in each case as designated by
the Commission in accordance with the Rule, certain annual
financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to
time the terms of the Undertaking as provided therein.
(2) Provide or cause to be provided, in a timely manner, to (i) '
each NRMSIR or to the Municipal Securities Rulemaking Board
( "MSRB" ) and (ii) the SID, notice of the occurrence of certain
material events with respect to the Bonds in accordance with the
Undertaking. °
(3) Provide or cause to be provided, in a timely manner, to (i)
each NRMSIR or to the MSRB and (ii) the SID, notice of a •failure
by the Issuer to provide the annual financial information with
respect to the Issuer described in the Undertaking.
(4) The City agrees that its covenants pursuant to the Rule set
forth in this paragraph and in the Undertaking is intended to be
for the benefit of the holders of the Bonds and shall be
enforceable on behalf of such holders; provided that the right to
enforce the provisions of these covenants shall be limited to a
right to obtain specific enforcement of the City' s obligations
under the covenants.
(b) The Mayor and Clerk of the City, or any other officer of the
City authorized to act in their place, (the "Officers") are
hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City
Council, subject to such modifications thereof or additions
thereto as are (i) consistent with the requirements under the
1049895.1 2 6
RESOLUTION 1999 -
Rule, (ii) required by the purchaser of the Bonds and (iii)
acceptable to the Officers.
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 .
ADOPTED this 14th day of June, 1999 .
Cathy Busho, Mayor
ATTEST:
Susan M. Walsh, City Clerk `
Motion by: Seconded by:
Voted in favor:
Voted Against :
1049895.1 2 7
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
offers for, and awarding the sale of, $3 , 715, 000 General
Obligation Improvement Bonds, Series 1999A of said City.
WITNESS my hand this day of , 1999 .
Clerk
1049895.1 2 8
OFFICIAL STATEMENT DATED JUNE 1, 1999
Rating: Requested from Moody's
NEW ISSUE Investors Service
In the opinion of Briggs and Morgan, Professiona/Association, Bond Counsel, based on present federal and Minnesota laws, regulations, rulings and
decisions, at the time of their issuance and delivery to fhe original purchaser, interest on the Bonds is excluded from gross income for purposes of
United States income tax and is excluded, to the same extent, in computing both gross income and taxable net income for purposes of State of
Minnesota income tax(other than Minnesota franchise taxes measured by income and imposed on corporations and financia!institutions), and is not an
item of tax preference for purposes of the federai alternative minimum tax imposed on individuals and corporations or the Minnesota alternative
minimum tax applicable to individuals, estates or trusts; provided, however, that for the purpose of computing the federal alternative minimum tax
imposed on corporations, interest on the Bonds is taken into account in determining adjusted current earnings. No opinion wili be expressed by Bond
Counsel regarding other federal or state tax consequences caused by the receipt or accrua! of interest on the Bonds or arising with respect to
ownership of fhe Bonds. See "Tax Exemption"herein.
$3,715,000
City of Rosemount, Minnesota
General Obligation Improvement Bonds, Series 1999A
(Book Entry Only)
Dated Date: July 1, 1999 Interest Due: Each February 1 and August 1,
commencing February 1, 2000
The Bonds will mature February 1 as follows:
2001 $200,000 2004 $485,000 2006 $265,000 2008 $255,000 2010 $245,000
2002 $545,000 2005 $475,000 2007 $260,000 2009 $250,000 2011 $240,000
2003 $495,000
The City may elect on February 1, 2005, and on any day thereafter, to prepay the Bonds due on or after
February 1, 2006, at a price of par plus accrued interest.
The Bonds will be general obligations of the City for which the City pledges its full faith and credit and power to
levy direct general ad valorem taxes. In addition, the City will pledge special assessments against benefited
property.
Proposals shall be for not less than $3,670,420 and accrued interest on the total principal amount of the
Bonds. Proposals shall be accompanied by a good faith deposit in the form of a certified or cashier's check or
Financial Surety Bond, payable to the order of the City, in the amount of $37,150. Proposals shall specify
rates in integral multiples of 5/100 or 1/8 of 1%. Rates must be in level or ascending order. The Bonds will be
awarded on the basis of True Interest Cost (TIC).
The Bonds will be bank-qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended, and will not be subject to the alternative minimum tax for individuals.
The Bonds will be issued as fully registered Bonds without coupons and, when issued, will be registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). DTC will act as securities
depository of the Bonds. Individual purchases may be made in book-entry form only, in the principal amount
of $5,000 and integral multiples thereof. Purchasers will not receive certificates representing their interest in
the Bonds purchased. (See "Book Entry System" herein.) Firstar Bank of Minnesota, N.A. will serve as
Registrar. The City will pay for registration services. Certificates will be available for delivery at DTC within 40
days after award.
PROPOSALS RECEIVED: June 14, 1999 (Monday) until 10:00 A.M., Central Time
AWARD: June 14, 1999 (Monday) at 7:30 P.M., Central Time
SPRINGSTED Further information may be obtained from SPRINGSTED
Incorporated, Financial Advisor to the Issuer, 85 East
Public Finance Advisors Seventh P�ace,Suite�00, Sa�nt Pau�, Minnesota 55101-2887
(651)223-3000
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission,
this document, as the same may be supplemented or corrected by the City from time to time
(collectively, the "Official Statement"), may be treated as an Official Statement with respect to
the Bonds described herein that is deemed final as of the date hereof (or of any such
supplement or correction) by the City, except for the omission of certain information referred to
in the succeeding paragraph.
The Official Statement, when further supplemented by an addendum or addenda specifying the
maturity dates, principal amounts and interest rates of the Bonds, together with any other
information required by law, shall constitute a "Final Official Statement" of the City with respect
to the Bonds, as that term is defined in Rule 15c2-12. Any such addendum shall, on and after
the date thereof, be fully incorporated herein and made a part hereof by reference.
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal
therefor, the City agrees that, no more than seven business days after the date of such award,
it shall provide without cost to the senior managing underwriter of the syndicate to which the
Bonds are awarded copies of the Official Statement and the addendum or addenda described
in the preceding paragraph in the amount specified in the Terms of Proposal.
The City designates the senior managing underwriter of the syndicate to which the Bonds are
awarded as its agent for purposes of distributing copies of the Final Official Statement to each
Participating Underwriter. Any underwriter delivering a Proposal with respect to the Bonds
agrees thereby that if its bid is accepted by the City (i) it shall accept such designation and (ii) it
shall enter into a contractual relationship with all Participating Underwriters of the Bonds for
purposes of assuring the receipt by each such Participating Underwriter of the Final Official
Statement.
No dealer, broker, salesman or other person has been authorized by the City to give any
information or to make any representations with respect to the Bonds, other than as contained
in the Official Statement or the Final Official Statement, and if given or made, such other
information or representations must not be relied upon as having been authorized by the City.
Certain information contained in the Official Statement and the Final Official Statement may
have been obtained from sources other than records of the City and, while believed to be
reliable, is not guaranteed as to completeness or accuracy. THE INFORMATION AND
EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL
STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE
OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE
UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE DATE THEREOF.
References herein to laws, rules, regulations, resolutions, agreements, reports and other
documents do not purport to be comprehensive or definitive. All references to such documents
are qualified in their entirety by reference to the particular document, the full text of which may
contain qualifications of and exceptions to statements made herein. Where full texts have not
been included as appendices to the Official Statement or the Final Official Statement, they will
be furnished on request.
TABLE OF CONTENTS
Pa e s
Termsof Proposal ........................................................................................................... i-iv
Scheduleof Bond Years .................................................................................................. v
IntroductoryStatement..................................................................................................... 1
ContinuingDisclosure....................................................................................................... 1
TheBonds ........................................................................................................................ 2-3
Authorityand Purpose...................................................................................................... 4
Securityand Financing ..................................................................................................... 4
FutureFinancing............................................................................................................... 4
Litigation........................................................................................................................... 4
Legality................................................................................................�--.......................... 4-5
TaxExemption.................................................................................................................. 5
Other Federal Tax Considerations.................................................................................... 5-6
Bank-Qualified Tax-Exempt Obligations ........................................................................... 6
Year2000 Issues.............................................................................................�•---�---....---. 6-7
Rating............................................................................................................................... 7
FinancialAdvisor.........................�---................................................................................. 7
Certification............................�-�--�---.................................................................................. 7
CityProperty Values......................................................................................................... 8-9
CityIndebtedness............................................................................................................. 9-13
City Tax Rates, Levies and Collections............................................................................. 14
Fundson Hand................................................................................................................. 15
CityInvestments...--�......................................................................................................... 15-16
General Information Concerning the City.......................................................................... 16-19
Governmental Organization and Services......................................................................... 20-21
Proposed Form of Legal Opinion .....................................................................•-----. Appendix I
Continuing Disclosure Undertaking ......................................................................... Appendix II
Summary of Tax Levies, Payment Provisions, and
Minnesota Real Property Valuation ...................................................................... Appendix III
Annual Financial Statements .................................................................................. Appendix IV
ProposalForms ...................................................................................................... Inserted
(This page was left blank intentionally.)
THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS
ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
TERMS OF PROPOSAL
$3,715,000
CITY OF ROSEMOUNT, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A
(BOOK ENTRY ONLY)
Proposals for the Bonds will be received on Monday, June 14, 1999, until 10:00 A.M., Central
Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul,
Minnesota, after which time they wili be opened and tabulated. Consideration for award of the
Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day.
SUBMISSION OF PROPOSALS
Proposals may be submitted in a sealed envelope or by fax (651) 223-3002 to Springsted.
Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the
time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal
price and coupons, by telephone (651) 223-3000 or fax (651) 223-3002 for inclusion in the
submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach
Springsted prior to the time of sale specified above. All bidders are advised that each Proposal
shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds
regardless of the manner of the Proposal submitted.
DETAILS OF THE BONDS
The Bonds will be dated July 1, 1999, as the date of original issue, and will bear interest
payable on February 1 and August 1 of each year, commencing February 1, 2000. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
The Bonds will mature February 1 in the years and amounts as follows:
2001 $200,000 2005 $475,000 2009 $250,000
2002 $545,000 2006 $265,000 2010 $245,000
2003 $495,000 2007 $260,000 2011 $240,000
2004 $485,000 2008 $255,000
BOOK ENTRY SYSTEM
The Bonds will be issued by means of a book entry system with no physical distribution of
Bonds made to the public. The Bonds will be issued in fully registered form and one Bond,
representing the aggregate principal amount of the Bonds maturing in each year, will be
registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"),
New York, New York, which will act as securities depository of the Bonds. Individual purchases
of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single
maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the registrar to DTC or its nominee as registered owner of
the Bonds. Transfer of principal and interest payments to participants of DTC will be the
responsibility of DTC; transfer of principal and interest payments to beneficial owners by
participants will be the responsibility of such participants and other nominees of beneficial
owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the
Bonds with DTC.
- i -
REGISTRAR
The City will name the registrar which shall be subject to applicable SEC regulations. The City
will pay for the services of the registrar.
OPTIONAL REDEMPTION
The City may elect on February 1, 2005, and on any day thereafter, to prepay Bonds due on or
after February 1, 2006. Redemption may be in whole or in part and if in part at the option of the
City and in such manner as the City shall determine. if less than ail Bonds of a maturity are
called for redemption, the City will notify DTC of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to
be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest.
SECURITY AND PURPOSE
The Bonds will be general obligations of the City for which the City will pledge its full faith and
credit and power to levy direct general ad valorem taxes. In addition the City will pledge special
assessments against benefited property. The proceeds will be used to finance various
improvements within the City.
TYPE OF PROPOSALS
Proposals shall be for not less than $3,670,420 and accrued interest on the total principal
amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit'°) in
the form of a certified or cashier's check or a Financial Surety Bond in the amount of $37,150,
payable to the order of the City. If a check is used, it must accompany each proposal. If a
Financial Surety Bond is used, it must be from an insurance company licensed to issue such a
bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to
Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must
identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the
Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is
required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's
check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central
Time, on the next business day following the award. If such Deposit is not received by that
time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement.
The City will deposit the check of the purchaser, the amount of which will be deducted at
settlement and no interest will accrue to the purchaser. In the event the purchaser fails to
comply with the accepted proposal, said amount will be retained by the City. No proposal can
be withdrawn or amended after the time set for receiving proposals unless the meeting of the
City scheduled for award of the Bonds is adjourned, recessed, or continued to another date
without award of the Bonds having been made. Rates shall be in integral multiples of 5I100 or
1/8 of 1%. Rates must be in level or ascending order. Bonds of the same maturity shall bear a
single rate from the date of the Bonds to the date of maturity. No conditional proposals will be
accepted.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true
interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in
accordance with customary practice, will be controlling.
The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of
matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals
without cause, and, (iii) reject any proposal which the City determines to have failed to compfy
with the terms herein.
- ii -
BOND INSURANCE AT PURCHASER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment
therefor at the option of the underwriter, the purchase of any such insurance policy or the
issuance of any such commitment shall be at the sole option and expense of the purchaser of
the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of
insurance shall be paid by the purchaser, except that, if the City has requested and received a
rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating
agency fees shall be the responsibility of the purchaser.
Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the
purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on
the Bonds.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the
Bonds, but neither the failure to print such numbers on any Bond nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers
shall be paid by the purchaser.
SETTLEMENT
Within 40 days following the date of their award, the Bonds will be delivered without cost to the
purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be
subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan,
Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing
papers, including a no-litigation certificate. On the date of settlement, payment for the Bonds
shall be made in federal, or equivalent, funds which shall be received at the offices of the City
or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms
of payment for the Bonds shall have been made impossible by action of the City, or its agents,
the purchaser shall be liable to the City for any loss suffered by the City by reason of the
purchaser's non-compliance with said terms for payment_
CONTINUING DISCLOSURE
On the date of actual issuance and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Undertaking (the "Undertaking") whereunder the City will covenant for
the benefit of the owners of the Bonds to provide certain financial and other information about
the City and notices of certain occurrences to information repositories as specified in and
required by SEC Rule 15c2-12(b)(5).
OFFICIAL STATEMENT
The City has authorized the preparation of an Official Statement containing pertinent
information relative to the Bonds, and said Official Statement will serve as a nearly-final Official
Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission.
For copies of the Official Statement or for any additional information prior to sale, any
prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated,
85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (651) 223-3000.
The Official Statement, when further supplemented by an addendum or addenda specifying the
maturity dates, principal amounts and interest rates of the Bonds, together with any other
information required by law, shall constitute a "Final Official Statement" of the City with respect
to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any
- iii -
underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no
more than seven business days after the date of such award, it shall provide without cost to the
senior managing underwriter of the syndicate to which the Bonds are awarded 150 copies of
the Official Statement and the addendum or addenda described above. The City designates
the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent
for purposes of distributing copies of the Final Official Statement to each Participating
Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby
that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall
enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes
of assuring the receipt by each such Participating Underwriter of the Final Official Statement.
Dated May 18, 1999 BY ORDER OF THE CITY COUNCIL
/s/ Susan M. Walsh
City Clerk
5/10/99 837 AM
- IV -
SCHEDULE OF BOND YEARS
$3,715,000
CITY OF ROSEMOUNT, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A
Cumulative
Year Principal Bond Years Bond Years
2001 $200,000 316.6667 316.6667
2002 $545,000 1 ,407.9167 1 ,724.5834
2003 $495,000 1 ,773.7500 3,498.3334
2004 $485,000 2,222.9167 5,721 .2501
2005 $475,000 2,652.0833 8,373.3334
2006 $265,000 c 1 ,744.5833 10,117.9167
2007 $260,OOQ c 1 ,971 .6667 12,089.5834
2008 $255,000 c 2,188.7500 14,278.3334
2009 $250,000 c 2,395.8333 16,674.1667
2010 $245,000 c 2,592.9167 19,267.0834
2011 $240,000 c 2,780.0000 22,047.0834
Average Maturity: 5.93 Years
Bonds Dated: July 1 , 1999
Interest Due: February 1 , 2000 and each February 1 and August 1 to maturity.
Principal Due: February 1 , 2001 -2011 inclusive.
Optional Call: Bonds maturing on or afiter February 1 , 2006 are callable
commencing February 1 , 2005 and any date thereafiter at par.
(See Terms ofi Proposal. )
c: subject to optional call
- v-
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OFFICIAL STATEMENT
$3,715,000
CITY OF ROSEMOUNT, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1999A
(BOOK ENTRY ONLY)
INTRODUCTORY STATEMENT
This Official Statement contains certain information relating to the City of Rosemount,
Minnesota (the "City") and its issuance of $3,715,000 General Obligation Improvement Bonds,
Series 1999A (the "Bonds" or the "Issue"). The Bonds are being issued pursuant to Minnesota
Statutes, Chapters 429 and 475 and are general obligations of the City for which the City
pledges its full faith and credit and power to levy direct general ad valorem taxes.
Inquiries may be directed to Mr. Jeffrey May, Finance Director, City of Rosemount, 2875-145th
Street West, Rosemount, Minnesota 55068-4997, or by telephoning (651) 423-4411. Inquiries
may also be made to Springsted Incorporated, 85 East Seventh Place, Suite 100, St. Paul,
Minnesota 55101-2887, or by telephoning (651) 223-3000. If information of a specific legal
nature is desired, requests may be directed to Ms. Mary Dyrseth, Briggs and Morgan,
Professional Association, Bond Counsel, 2200 First National Bank Building, St. Paul, Minnesota
55101, or by telephoning (651) 223-6625.
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with SEC Rule 15c2-12 (the "Rule"), pursuant
to the Award Resolution and Continuing Disclosure Undertaking to be executed on behalf of the
City on or before Bond closing, the City has and will covenant (the "Undertaking") for the benefit
of holders or beneficial owners of the Bonds to provide certain financial information and
operating data relating to the City to certain information repositories annually, and to provide
notices of the occurrence of certain events enumerated in the Rule to certain information
repositories or the Municipal Securities Rulemaking Board and to any state information
depository. The specific nature of the Undertaking, as well as the information to be contained in
the annual report or the notices of material events is set forth in the Undertaking in substantially
the form attached hereto as Appendix II, subject to such modifications thereof or additions
thereto as: (i) consistent with requirements under the Rule, (ii) required by the purchaser of the
Bonds from the City and (iii) acceptable to the Mayor and Clerk of the City. The City has never
failed to comply in all material respects with any previous undertakings under the Rule to
provide annual reports or notices of material events. A failure by the City to comply with the
Undertaking will not constitute an event of default on the Bonds (although holders or other
beneficial owners of the Bonds will have the sole remedy of bringing an action for specific
performance). Nevertheless, such a failure must be reported in accordance with the Rule and
must be considered by any broker, dealer or municipal securities dealer before recommending
the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may
adversely affect the transferability and liquidity of the Bonds and their market price.
- 1 -
THE BONDS
General Description
The Bonds are dated as of July 1, 1999 and issued in book entry form. Interest on the Bonds is
payable February 1, 2000 and semiannually thereafter on August 1 and February 1. Interest
wiil be payable to the holder (initialiy Cede & Co.) registered on the books of the Registrar as of
the fifteenth day of the calendar month next preceding such interest payment date. Principal of
and interest on the Bonds wili be paid as described in the section herein entitled "Book Entry
System." Bonds will mature in the amounts and on the dates shown on the cover of this Official
Statement. Firstar Bank of Minnesota, N.A. will serve as bond registrar for the Bonds (the
"Registrar"). The City will pay for registration services.
Optional Redemption
The City may elect on February 1, 2005, and on any day thereafter, to prepay the Bonds due
on or after February 1, 2006. Redemption may be in whole or in part, and if in part, at the
option of the City and in such order as the City shall determine. If a maturity is prepaid only in
part, prepayments will be in increments of $5,000 of principal. All optional prepayments shall
be at a price of par plus accrued interest.
Book Entry System
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository
for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee). One fully-registered certificate per maturity will be
issued in the principal amount of the Bonds maturing in such year, and will be deposited with
DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges in deposited securities through electronic
computerized book entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants ("Direct Participants") include
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and Exchange
Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Bonds on DTC's records. The ownership interest of each
actual purchaser of each Certificate ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the
- 2 -
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interest in the Bonds are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interest in securities, except in the event that use of
the book entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and
their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has
no knowledge of the actual Beneficial Owners of the Bonds. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Bonds are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices for the Bonds shall be sent to Cede & Co. If less than all of the Bonds
within an issue are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Bonds. Under its usual
procedures, DTC mails an Omnibus Proxy to the Registrar as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on the payable date in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it will not receive payment on
payable date. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Registrar, or the City, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC is
the responsibility of the Registrar, disbursement of such payments to Direct Participants shall
be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall
be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds
at any time by giving reasonable notice to the Registrar. Under such circumstances, in the
event that a successor securities depository is not obtained, certificates are required to be
printed and delivered.
The City may decide to discontinue use of the system of book entry transfers through DTC (or a
successor securities depository). In that event, certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book entry system has been
obtained from sources that the City believes to be reliable, but the City takes no responsibility
for the accuracy thereof.
- 3 -
AUTHORITY AND PURPOSE
The Bonds are being issued to finance the assessable portion of several improvement projects
within the City. The composition of the Issue is as follows:
Project Costs $4,500,637
Less:
MnDot Contribution (350,000)
Dakota County Contribution (511,500)
Sanitary Sewer Funds (38,700)
Storm Water Funds (89,200)
Water Main Funds (48,400)
Net Project Costs $3,462,837
Capitalized Interest 175,758
Costs of Issuance 31,825
Underwriter's Discount 44,580
Total Bond Issue $3,715,000
SECURITY AND FINANCING
In addition to its general obligation pledge, the City pledges the receipt of special assessments
against benefited property for repayment of the Bonds. The City expects to file special
assessments in the principal amount of$1,038,000 in the fall of 1999 over a term of five years,
and in the principal amount of $2,631,758 in the fall of 2000 over a term of ten years in even
annual installments of principal, with interest charged on the unpaid balance at a rate of 2%
over the net interest rate on the Bonds.
Since a substantial portion of special assessments will not be filed until the fall of 2000 for first
collection in 2001, capitalized interest has been included in the principal amount of the Bonds
and will be used, together with assessments filed in 1999 and collected in 2000, to make
interest payments due through February 1, 2001. Thereafter, if collected in full each year,
special assessments will be equal to 105% of the August 1 interest payable in the year of
collection, and the subsequent February 1 principal and interest payment. The City does not
expect an ad valorem tax levy to be necessary for repayment of the Bonds.
FUTURE FINANCING
The City expects to issue additional bonds for public improvements and water utility projects
later this year.
LITIGATION
The City is not aware of any threatened or pending litigation affecting the validity of the Bonds
or the City's ability to meet its financial obligations.
LEGALITY
The Bonds are subject to approval as to certain matters by Briggs and Morgan, Professional
Association, of Saint Paul and Minneapolis, Minnesota, as Bond Counsel. Bond Counsel has
not participated in the preparation of this Official Statement and will not pass upon its accuracy,
-4 -
completeness, or sufficiency. Bond Counsel has not examined, nor attempted to examine or
verify, any of the financial or statistical statements or data contained in this Official Statement
and will express no opinion with respect thereto. A legal opinion in substantially the form set
out in Appendix I herein will be delivered at closing.
TAX EXEMPTION
At closing Briggs and Morgan, Professional Association, Bond Counsel, will render an opinion
that, at the time of their issuance and delivery to the original purchaser, under present federal
and State of Minnesota laws, regulations, rulings and decisions (which excludes any pending
legislation which may have a retroactive effect), the interest on each Bond is excluded from
gross income for purposes of United States income tax and is excluded, to the same extent, in
computing both gross income and taxable net income for purposes of State of Minnesota
income tax (other than Minnesota franchise taxes measured by income and imposed on
corporations and financial institutions), and that interest on the Bonds is not an item of tax
preference for purposes of computing the federal alternative minimum tax imposed on
individuals and corporations or the Minnesota alternative minimum tax applicable to individuals,
estates or trusts; provided that interest on the Bonds is subject to federal income taxation to the
extent it is included as part of adjusted current earnings for purposes of computing the
alternative minimum tax imposed on certain corporations. No opinion will be expressed by
Bond Counsel regarding other federal or state tax consequences caused by the receipt or
accrual of interest on the Bonds or arising with respect to ownership of the Bonds. Preservation
of the exclusion of interest on the Bonds from federal gross income and state gross and taxable
net income, however, depends upon compliance by the City with all requirements of the Internal
Revenue Code of 1986, as amended, (the "Code") that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be (or continue to be) excluded from
federal gross income and state gross and taxable net income.
The City will covenant to comply with requirements necessary under the Code to establish and
maintain the Bonds as tax-exempt under Section 103 thereof, including without limitation,
requirements relating to temporary periods for investments and limitations on amounts invested
at a yield greater than the yield on the Bonds.
OTHER FEDERAL TAX CONSIDERATIONS
Property and Casualty Insurance Companies
Property and casualty insurance companies are required to reduce the amount of tax-exempt
interest received or accrued during the taxable year on certain obligations acquired after
August 7, 1986, including interest on the Bonds.
Foreign Insurance Companies
Foreign companies carrying on an insurance business in the United States are subject to a tax
on income which is effectively connected with their conduct of any trade or business in the
United States, including "net investment income." Net investment income includes tax-exempt
interest such as interest on the Bonds.
Branch Profits Tax
A foreign corporation is subject to a branch profits tax equal to 30% of the "dividend equivalent
amount" for the taxable year. The "dividend equivalent amount" is the foreign corporation's
"effectively connected earnings and profits" adjusted for increase or decrease in "U.S. net
- 5 -
equity." A branch's earnings and profits may include tax-exempt municipal bond interest, such
as interest on the Bonds.
Passive Investment Income of S Corporations
Passive investment income, including interest on the Bonds, may be subject to federal income
taxation under Section 1375 of the Code for an S corporation that has Subchapter C earnings
and profits at the close of the taxable year if more than 25% of the gross receipts of such S
corporation is passive investment income.
Financial Institutions
For federal income tax purposes, financial institutions are unable to deduct any portion of the
interest expense allocable to the ownership of certain tax-exempt obligations acquired after
August 7, 1986, including the Bonds but for the designation as Qualified Tax-Exempt
Obligations below. See "Bank-Qualified Tax-Exempt Obligations" below.
General
The preceding is not a comprehensive list of all federal tax consequences which may arise from
the receipt or accrual of interest on the Bonds. The receipt or accrual of interest on the Bonds
may otherwise affect the federal income tax (or Minnesota income tax or franchise tax) liability
of the recipient based on the particular taxes to which the recipient is subject and the particular
tax status of other items of income or deductions. All prospective purchasers of the Bonds are
advised to consult their own tax advisors as to the tax consequences of, or tax considerations
for, purchasing or holding the Bonds.
BANK-QUALIFIED TAX-EXEMPT OBLIGATIONS II
The City will designate the Bonds as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of
financial institutions to deduct from income for federal income tax purposes, interest expense
that is allocable to carrying and acquiring tax-exempt obligations. "Qualified tax-exempt
obligations" are treated as acquired by a financial institution before August 8, 1986. Interest
allocable to such obligations remains subject to the 20% disallowance under prior law.
YEAR 2000 ISSUES
Background
Many existing computer programs use onty the last two digits to refer to a year. These
programs do not properly recognize a year that begins with "20" rather than "19". If not
corrected, many computer applications could fail or create erroneous results, possibly affecting
an organization's operations, financial condition, or ability to make timely payments on its
indebtedness.
Assessment
The City has assigned Ms. Susan Walsh, the City Clerk, to coordinate the City's Year 2000
compliance efforts. The City is following guidelines for compliance from the League of
Minnesota Cities. The City is in the process of purchasing new computers and updating its
software to ensure compliance, and expects to be fully compliant by the end of 1999.
- 6 -
DTC
DTC is currently supporting Year 2000 testing. A home page on the Internet has been
established by DTC at www.dtc.orq where notices and other information regarding DTC's
Year 2000 project progress will be made available to Internet users regarding DTC Year 2000
issues.
RATING
An application for a rating of the Bonds has been made to Moody's Investors Service
("Moody's"), 99 Church Street, New York, New York. If a rating is assigned, it will reflect only
the opinion of Moody's. Any explanation of the significance of the rating may be obtained only
from Moody's.
There is no assurance that a rating, if assigned, will continue for any given period of time, or
that such rating will not be revised or withdrawn if, in the judgment of Moody's, circumstances
so warrant. A revision or withdrawal of the rating may have an adverse effect on the market
price of the Bonds.
FINANCIAL ADVISOR
The City has retained Springsted Incorporated, Public Finance Advisors, of St. Paul, Minnesota,
as financial advisor (the "Financial Advisor") in connection with the issuance of the Bonds. In
preparing the Official Statement, the Financial Advisor has relied upon governmental officials,
and other sources, who have access to relevant data to provide accurate information for the
Official Statement, and the Financial Advisor has not been engaged, nor has it undertaken, to
independently verify the accuracy of such information_ The Financial Advisor is not a public
accounting firm and has not been engaged by the City to compile, review, examine or audit any
information in the Official Statement in accordance with accounting standards. The Financial
Advisor is an independent advisory firm and is not engaged in the business of underwriting,
trading or distributing municipal securities or other public securities and therefore will not
participate in the underwriting of the Bonds.
CERTIFICATION
The City has authorized the distribution of this Official Statement for use in connection with the
initial sale of the Bonds.
As of the date of the settlement of the Bonds, the Purchaser will be furnished with a certificate
signed by the appropriate officers of the City. The certificate will state that as of the date of the
Official Statement, the Official Statement did not and does not as of the date of the certificate
contain any untrue statement of material fact or omit to state a material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were
made, not misleading.
- 7 -
CITY PROPERTY VALUES
1998 Indicated Market Value of Taxable Property: $717,316,358�
� Calculated by dividing the county assessor's estimated market value of $657,779,100 by the 9997
sales ratio of 99.7% for the City as determined by the State Departmenf of Revenue. (The 9998 sales
ratio is not yet available.)
1998 Taxable Net Tax Capacity: $10,638,961
1998 Net Tax Capacity $11,419,083
Less: Captured Tax Increment Tax Capacity (506,864)
Contribution to Fiscal Disparities (1,421,802)
Plus: Distribution from Fiscal Disparities 1,148,544
1998 Taxable Net Tax Capacity $10,638,961
1998 Taxable Net Tax Capacity by Class of Property
Commercial/Industrial, Public Utility and
Personal Property $ 3,761,050` 35.4%
Residential Homestead 6,363,324 59.8
Apartments 268,852 2.5
Agricultural 221,175 2.1
Railroad 24,560 0.2
Total $10,638,961 100.0%
� Reflects adjustments for fiscal disparities and captured tax increment tax capacity.
Trend of Values
Indicated Estimated Taxable Tax
Market Value�al Market Value Capacity�b�
1998 $717,316,358 $657,779,100 $10,638,961��1
1997 674,816,358 618,806,600 10,816,390���
1996 616,711,605 568,608,100 11,022,093
1995 575,875,083 522,318,700 10,252,645
1994 507,929,496 463,231,700 9,103,581
�a� Calculated by dividing the county assessor's estimafed market value by the sales ratio determined for
the City each year by the State Department of Revenue.
��� See Appendix I!1 for an explanation of tax capacity and other Minnesota property tax law.
��� The decrease in taxable tax capacity in 1997 and 1998 is attributable to a reduction in class rates as
detailed in Appendix lll.
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Ten of the Largest Taxpayers in the City
1998 Net
Taxpayer Type of Business Tax Capacity
Great Northern Oil Co./Koch Refining Oil Refinery $2,203,210
Northern States Power Utility 338,995
Meridian Industrial Trust Inc.
(Cannon Equipment) Manufacturing 138,247
CF Industries, Inc. (Cenex) Fertilizer 119,577
Continental Nitrogen &
Resources Corp. Fertilizer Blending & Plant Food 95,809
Limerick Way LLC Townhouses 85,000
Wintz Companies Trucking/Warehouse 84,359
Laidlaw Environmental Services Inc. Non-hazardous Waste Containment 84,357
Rosemount Properties LLC Retail Shopping Center 82,376
Greif Brothers Cooperage Manufacturing 82,054
Total $3,313,984'
� Represents 31% of the City's 1998 taxable net tax capacity.
CITY INDEBTEDNESS
Legal Debt Limit
Debt Limit (2% of Estimated Market Value) $13,155,582
Less: Outstanding Debt Subject to Limit (2,835,000)
Legal Debt Margin at May 2, 1999 $10,320,582
General Obligation Debt Supported by Taxes and Tax Increment
Principal
Date Original Final Outstanding
of Issue Amount Purqose Maturity As of 5-2-99
11-1-92 $1,080,000 Community Center 2-1-2013 $ 870,000'
8-1-93 845,000 Municipal Building Refunding 2-1-2002 390,000"
7-1-96 1,780,000 Fire Station 2-1-2016 1,575,000'
Total $2,835,000
� These issues are subject to the statutory debt limit.
- 9 -
General Obligation Debt Supported Primarily by Special Assessments
Principal
Date Original Final Outstanding
of Issue Amount Purpose Maturit As of 5-2-99
6-1-91 $1,180,000 Locallmprovements 2-1-2002 $ 345,000
12-1-91 265,000 Locallmprovements 2-1-2003 100,000
9-1-92 895,000 Locallmprovements 2-1-2004 320,000
11-1-92 1,470,000 Locallmprovements 2-1-2004 725,000
8-1-93 555,000 Locallmprovements 2-1-2005 300,000
8-1-93 1,415,000 Improvement Refunding 2-1-2001 300,000
8-1-94 1,605,000 Locallmprovements 2-1-2006 1,200,000
8-1-95 1,900,000 Locallmprovements 2-1-2007 1,205,000
7-1-97 2,800,000 Locallmprovements 2-1-2009 2,800,000
12-1-97 1,595,000 Locallmprovements 2-1-2009 1,595,000
4-1-98 2,010,000 Locallmprovements 2-1-2009 2,010,000
9-1-98 2,805,000 Locallmprovements 2-1-2010 2,805,000
12-1-98 880,000 Locallmprovements 2-1-2005 880,000
7-1-99 3,715,000 Local Improvements (this Issue) 2-1-2011 3,715,000
Total $18,300,000
General Obligation Port Authority Debt
Principal
Date Original Final Outstanding
of Issue Amount Purpose Maturity As of 5-2-99
11-1-92 $3,425,000 Municipal Building 2-1-2003 $ 315,OOO�a�
11-1-93 580,000 Land Purchase for Business
Park (Taxable) 2-1-2009 455,OOO�b�
8-1-94 1,630,000 Business Park Street and Utility
Improvements 2-1-2011 1,395,OOO�b�
4-1-98 2,405,000 Municipal Building Refunding 2-1-2018 2,405,OOO�a�
Tota I $4,570,000
�a1 Debt service payments on these issues are made from a combination of user fees from the municrpal
multi-purpose arena, tax increment revenues and certain special tax and general fund levies.
�b� These issues are being repaid from a combination of tax increment revenues, ad valorem tax levies
and land sales.
General Obligation Debt Supported by Revenues
Principal
Date Original Final Outstanding
of Issue Amount Purpose Maturit As of 5-2-99
9-1-92 $1,525,000 Storm Water Revenue 2-1-2008 $1,090,000
8-1-93 945,000 Water Revenue Refunding 2-1-2005 740,000
8-1-94 335,000 Storm Water Revenue 2-1-2005 200,000
8-1-94 700,000 State Aid Street Bonds 2-1-2004 385,000
7-1-96 1,035,000 Storm Water Revenue 2-1-2012 935,000
7-1-96 500,000 Water Revenue 2-1-2005 390,000
Total $3,740,000
- 10 -
Annual Calendar Year Debt Service Including This Issue
G.O. Debt Supported
G.O. Debt Supported Primarily by
by Taxes and Tax Increment Special Assessments
Principal Principal
Year Principal & Interest Principal & Interest�a�
1999 (at 5-2) (Paid) $ 78,570.50 (Paid) $ 390,140.22
2000 $ 230,000 381,988.50 $ 1,630,000 2,442,010.22
2001 240,000 381,276.00 2,245,000 2,956,725.00
2002 245,000 374,824.75 2,390,000 2,997,435.00
2003 120,000 240,718.50 2,220,000 2,722,347.50
2004 125,000 239,091.00 2,165,000 2,566,577.50
2005 130,000 237,047.25 1,940,000 2,247,327.50
2006 140,000 239,446.00 1,510,000 1,737,795.00
2007 145,000 236,318.50 1,270,000 1,433,225.00
2008 155,000 237,651.00 1,105,000 1,213,787.50
2009 165,000 238,271.00 1,090,000 1,148,185.00
2010 175,000 238,163.50 495,000 516,756.25
2011 185,000 237,313.50 240,000 245,340.00
2012 190,000 231,050.50
2013 205,000 234,095.00
2014 120,000 139,280.00
2015 130,000 141,935.00
2016 135,000 139,050.00
Total $2,835,OOO�b� $4,246,090.50 $18,300,000��1 $22,617,651.69
�a1 Includes the Bonds at an assumed average annual interest rate of 4.45%.
�b� 60%of this debt will be retired within ten years.
��1 96%of this debt will be retired within ten years.
- 11 -
Annual Calendar Year Debt Service Including This Issue (continued)
G.O. Debt Supported
G.O. Port Authority Debt by Revenues
Principal Principal
Year Principal & Interest Principal & Interest
1999 (at 5-2) (Paid) $ 136,735.64 (Paid) $ 96,227.50
2000 $ 180,000 448,756.28 $ 420,000 602,672.50
2001 200,000 458,653.78 440,000 602,382.50
2002 220,000 467,187.53 460,000 600,587.50
2003 235,000 448,596.28 475,000 592,256.25
2004 275,000 454,442.53 505,000 597,052.50
2005 290,000 455,713.78 440,000 507,372.50
2006 305,000 456,033.78 205,000 255,252.50
2007 320,000 455,330.65 215,000 253,675.00
2008 340,000 458,417.52 230,000 256,225.00
2009 360,000 460,062.52 80,000 97,552.50
2010 305,000 387,690.64 85,000 97,972.50
2011 325,000 391,493.13 90,000 98,027.50
2012 185,000 238,860.00 95,000 97,731.25
2013 190,000 235,235.00
2014 155,000 192,261.25
2015 160,000 189,897.50
2016 170,000 192,057.50
2017 180,000 193,567.50
2018 185,000 189,578.75
Total $4,570,OOO�a1 $6,953,361.76 $3,740,OOO�b� $4,754,987.50
(a) 60% of this debt will be retired within 10 years.
(b) 93% of this debt will be retired within 10 years.
Lease-Purchase Agreements
The City has entered into several lease-purchase agreements for the acquisition of various
equipment and vehicles.
Date of Original Semiannual Final
Lease Principal Amount Lease Pavment Pavment Date
3-28-95 $124,000 $14,928 8-1-2000
3-28-95 362,000 25,359 8-1-2005
Total $486,000 $40,287
The City entered into a lease-purchase agreement dated May 15, 1996 for a fire truck. The
principal amount of the lease is $476,445 with annual payments of $64,896. Final payment will
be due June 1, 2006.
- 12 -
Summary of Direct Debt Including This Issue
Gross Less: Debt Net
Debt Service Funds' Direct Debt
G.O. Debt Supported by Taxes
and Tax Increment $ 2,835,000 $ (135,127) $ 2,699,873
G.O. Debt Supported by Special
Assessments 18,300,000 (5,613,220) 12,686,780
G.O. Port Authority Debt 4,570,000 (623,917) 3,946,083
G.O. Debt Supported by Revenues 3,740,000 (817,194) 2,922,806
� Debf service funds are as of April 30, 9999 and include money to pay both principal and interest.
Indirect General Obligation Debt
Debt Applicable to
1998 Taxable G.O. Debt Tax Capacity in Citv
Taxing Unit�a� Net Tax Capacity As of 5-2-99�b1 Percent Amount
Dakota County $ 274,553,046 $ 8,125,000��� 3.88% $ 314,845
ISD 196 (Rosemount-
Apple Valley-Eagan) 102,750,514 147,302,776�d� 8.72 12,844,967
ISD 199 (Inver
Grove-Pine Bend) 18,022,824 14,305,000 9.18 1,313,527
ISD 200 (Hastings) 16,767,205 46,590,000 0.40 185,796
Metropolitan Council 2,090,699,088 31,695,OOO�e1 0.51 161,287
Metropolitan Transit Dist. 1,898,470,023 89,630,000 0.56 502,284
Total $15,322,706
�a� Only those units with debt outstanding are shown here.
�b� Excludes debt supported by revenues and tax and aid anticipation debt.
��� lncludes jail facility revenue bonds issued by the Dakota County HRA and payable solely from lease
payments made by the County to the HRA pursuant to a Lease Agreement. The lease payments are
absolute and unconditional and are unlimited tax obligations of the County.
�d� Exc/udes$22,150,000 of annual appropriation/ease revenue debt.
�e� Metropolitan Council a/so has outstanding $551,620,000 of general obligation sanitary sewer bonds
and loans which are supported by system revenues.
Debt Ratios Including This Issue
G.O. Net G.O. Indirect &
Direct Debt' Net Direct Debt
To 1998 Indicated Market Value ($717,316,358) 2.70% 4.83%
Per Capita (13,700 - 1999 City Estimate) $1,411 $2,530
� Exc/udes general obligation debt supported by revenues, state-aid street bonds and lease-purchase
agreements.
- 13 -
CITY TAX RATES, LEVIES AND COLLECTIONS
Tax Capacity Rates
1998/99
For
1994/95 1995/96 1996/97 1997/98 Total Debt Only
Dakota County 27.994% 26.626% 25.721% 27.349% 28.322% -0-
City of Rosemount�a� 35.778 36.055 35.627 40.428 41.710 8.782%
ISD 196 (Rosemount)�b1 62.136 60.830 58.189 58.462 56.311 15.668
Special Districts��1 4.914 5.108 4.995 5.797 6.702 0.232
Total 130.822% 128.619% 124.532% 132.036% 133.045% 24.682%
�a� The City also has a tax rate spread on the market value of property in support of debt service on
general obligation fire station bonds. For 1998/99, the tax rate is 0.02342%.
�b� lndependent School District 196 (Rosemount-Apple Valley-Eagan) also has a rax rate spread on the
market value of property in support of an excess operating levy, which is 0.08074% for 1998/99.
��� Includes Metropolitan Council, Regional Transit District, Metropolitan Mosquito Control, Dakota
County Technical College, the Housing and Redevelopment Authority, and the Dakota County Light
Rail Transit.
NOTE: Taxes are determined by multiplying the net tax capacity by the tax capacity rate, expressed as
a percentage (see Appendix lll).
Tax Collections for the City
Gross Net Collected During Collected
Amount Amount Collection Year As of 4-30-99
Levv/Collect of Levy of Levy� Amount Percent Amount Percent
1998/99 $5,059,729 $4,111,782 (In Process of Collection)
1997/98 5,074,984 4,049,166 $4,018,588 99.2% $4,034,819 99.6%
1996/97 4,635,928 3,667,484 3,595,926 98.0 3,652,410 99.6
1995/96 4,382,673 3,457,595 3,430,125 99.2 3,449,615 99.8
1994/95 4,170,781 2,905,343 2,888,955 99.4 2,903,658 99.4
x The net levy excludes Homestead and Agricultural Credit Aid ("HACA') and is the basis for computing
tax capacity rates.
- 14 -
FUNDS ON HAND
As of April 30, 1999
Fund Cash and Investments
General $1,669,314.15
Special Revenue 2,036,416.37
Port Authority 274,780.48
, Debt Service:
Tax and Tax Increment Supported 135,127.36
Assessment Supported 5,613,219.80
� Port Authority Supported 623,917.28
General Obligation Revenue Supported 817,193.58
Construction 2,980,332.72
Water, Sewer and Storm Water 5,055,035.66
Arena (9,130.70)
Trust and Agency 5,403.20
Total $19,219,871.30
CITY INVESTMENTS
City funds are invested in accordance with Minnesota Statutes, Section 118A and the City's
investment policy which is more restrictive than State statutes. The City investment portfolio is
managed in a manner to attain a market rate of return while preserving and protecting the
capital of the overall portfolio. The Finance Director or the City Administrator is responsible for
investing all funds, including making investment decisions on a daily basis and monitoring the
portfolio.
Pursuant to the City's investment policy the City is authorized to invest in the following:
1. Governmental Securities: Instruments such as bonds, notes, bills, mortgages and other
securities which are direct obligations of the federal government or its agencies, with the
principal fully guaranteed by the U.S. government or its agencies. The City will not
invest in any mortgage or mortgage-related security unless a return of principal is
completely guaranteed by a federal entity.
2. Certificate of Deposit.
3. Repurchase Agreement.
4. Reverse Repurchase Agreement.
5. Prime Commercial Paper.
6. Any security which is a general obligation of the State of Minnesota or any of its
municipalities.
7. Bankers acceptances of United States banks eligible for purchase by the Federal
Reserve System.
- 15 -
Collateralization is required on two types of investments, certificates of deposit and repurchase
agreements. In order to anticipate market changes and provide a level of security for all funds,
the collateralization level is 110 percent of the market value of principal and accrued interest.
The City attempts to diversify its investments according to type and maturity. The portfolio, as
much as possible, contains both short-term and long-term investments. The long-term portion
of the portfolio, meaning longer than five years, may not exceed 35% of the total funds in the
portfolio. This is done to reduce overall market risk of rates changing.
As of April 30, 1999 the City had a total of$17,988,298 invested funds as follows:
Amount Invested
Type of Security Length of Investment as of 4-30-99
Certificates of Deposit Less than 12 months $11,697,648
Certificates of Deposit One to Ten years 1,829,000
U.S. Treasury Notes 12 months or less 983,860
Government Asset Backed Securities Ten years or less 3,267,892
Mortgage Backed Securities Over Ten years 209,898
Total $17,988,298
GENERAL INFORMATION CONCERNING THE CITY
The City of Rosemount, located in northern Dakota County, is a southern suburb of the
Minneapolis/Saint Paul metropolitan area. The City encompasses an area of 22,000 acres
(35.25 square miles) and has a 1990 U.S. Census count of 8,622, a 69.6% increase from the
City's 1980 Census count of 5,083. As of January 1999, the City estimates the population to be
13,700; a 59% increase over the 1990 Census.
A major contributor to the City's tax base and economy is an industrial complex sited on 6,200
acres in the northeastern portion of the City near the Mississippi River. Firms located there
include Koch Petroleum Group, CF Industries, Continental Nitrogen, Endres Processing and
Spectro Alloys. Mid-American Pipeline Company transports gas from southern states and
operates a bottling station at Pine Bend. Minnesota Pipeline Company transports Canadian
and North Dakota crude oil to the Koch refinery.
Koch is a leading producer of petroleum products in Minnesota and Wisconsin converting
210,000 barrels of crude oil into gasoline each day. This Rosemount company employs 800
full-time workers, and it has invested nearly $600 million recently in new equipment, processes,
training and operations.
The University of Minnesota's Rosemount Research Center is located on an 8,000 acre tract of
land situated partially in the City. This facility is utilized by the University, other research
agencies, and private firms for agricultural and other research projects.
- 16 -
Major Employers
Approximate
Number
Emplover Product/Service of Employees
Independent School District 196 Education 3,390�a1
Koch Refining Company Crude Oil 850
Dakota County Technical College Education 450�b�
Intermediate School District 917 Education 400
Greif Brothers Corporation Muitiwall Bags 150
Cannon Equipment Company Manufacturing of Metal Parts 125
Genz Ryan Plumbing & Heating Piumbing and Heating 120
Spectro Alloys Corp. Aluminum Alloys 110
Reese Enterprises Weatherstripping 80
Dakota County HRA Government 75
City of Rosemount Government 60���
CF Industries Warehousing/Freight Terminai 49
Endres Processing Ltd. Livestock Feed 42
Utilicorp United Inc.
(People's Natural Gas) Natural Gas 41
Rayfo Inc. Industrial Refuse Containers 41
Continental Nitrogen &
Resources Corp. Chemicals 40
�a1 Represents total employment, not just within the City of Rosemount.
�b� Includes 250 full- and part-time employees and 200 adjunct faculty members.
��1 Excludes over 160 part-time and seasonal employees.
Source: Minnesota Manufacturers Register, 9998 edition and survey of individual employers, June 1998.
Labor Force Data
Februarv 1999 February 1998
Civilian Unemployment Civilian Unemployment
Labor Force Rate Labor Force Rate
Dakota County 208,006 1.7% 202,276 1.9%
Minneapolis/St. Paul MSA 1,678,188 2.0 1,633,395 2.3
Minnesota 2,710,396 2.3 2,653,895 2.7
Source: Minnesota Department of Economic Security. 1999 data are preliminary.
- 17 -
Building Permits Issued by the City
Total Permits New Single Family Homes
Number Value Number Value
1999 (to 4-30) 248 $13,000,312 100 $11,643,400
1998 739 31,939,355 190 21,856,164
1997 601 24,173,652 99 10,942,651
1996 655 28,440,950 130 13,941,688
1995 641 30,376,849 190 20,529,873
1994 662 32,969,672 223 23,329,937
1993 592 39,154,474 196 20,716,580
1992 633 43,352,223� 234 23,046,277
1991 512 19,939,006 200 18,087,341
1990 491 21,921,872 184 16,682,775
1989 480 28,037,283 194 17,320,711
1988 506 30,974,532 267 22,232,787
" Includes$17,000,000 for Koch Refining.
Recent and Proposed Development
In 1993, the Rosemount Port Authority purchased 80 acres of vacant land for a future business
park near the historic center of Rosemount. In 1995, after a total investment of nearly
$2.2 million, the first phase of road and uti�ity improvements to the business park were
completed. Two companies purchased a combined 16 acres in the business park and
completed construction of new facilities in early 1997. Cannon Equipment Company
constructed a 110,000 square foot office/manufacturing facility and Geometrix Company
constructed a 10,000 square foot sheet metal manufacturing facility. The City also established
this business park within a tax increment financing (TIF) district as a tool to assist new
businesses locating at this site. The Port Authority is now marketing the remaining acreage in
the business park.
During the period from 1993 through 1998, an average of over$31,000,000 in new construction
value has been added per year. During this same period the City added over 1,000 single-
family homes to its housing stock (an average of 171 homes per year).
Additional recent and proposed commercial and industrial development occurring in the City
includes the following:
. The City is completing streets and utilities for a new 25-acre commercial area that will
allow for 220,000 square feet of development. A new 15,000 square foot Walgreen
Drug Store and a 10,000 square foot KinderCare daycare center are the first two
projects in this development.
. Endres Processing, a food waste recycling company, recently completed construction of
a new 58,000 square foot facility in eastern Rosemount.
. Dakota Fence completed a new 12,000 square-foot facility for its home office, including
work and storage space.
. Crown Rental completed a 13,000 square-foot store for home and business rental
equipment.
. Secure Mini Storage has substantially completed a new 53,000 square-foot facility in
Rosemount.
. Marcus Theaters completely renovated its 8-screen theater with all stadium-style
seating.
- 18 -
Some of the larger housing projects currently being developed or recently completed are as
follows:
Units Units Built as
Develoqment/Developer Housinq Approved of 4-30-99
Shannon Meadows Addition Single Family 29 28
Shannon Pond East/Hampton
Development Corp. Single Family 73 60
Geromine Pond/Heritage Development Co. Single Family/Twin Home 104 33
Hawkins Pond/Basic Builders Single Family 69 43
The Enclave/Pulte Homes Single Family 128 63
Biscayne Pointe/Heritage Development Co. Single Family 34 20
Wensmann 11th Addition/
Wensmann Development Townhomes 98 48
Wensmann 12th Addition/
Wensmann Development Townhomes 44 0
Bloomfield/CMC Heartland Single Family/Townhome 157 7
Broback Park Single Family 29 22
Rosemount Commons/
Heritage Development Co. Townhomes 121 0
Shannon Pond South/Allen Homes Single Family 47 0
Stonebridge 3�d Addition/Carlson Brothers Single Family 8 0
Financial Institutions
The First State Bank of Rosemount and Rosemount National Bank are located in the City. As
of December 31, 1997, the two banks reported combined deposits of $76,599,000. A branch
facility of the Vermillion State Bank is also located in the City.
Source: Northwestern Financial Review, June 1998 edifion.
Education
The major portion of the City is part of Independent School District 196, headquartered in
Rosemount. The District's enrollment for the 1998/99 school year is approximately 27,950
students in grades kindergarten through twelve. The District is one of the fastest growing
school districts in the State, and one of the largest employers in the City with approximately
3,390 full-time and part-time employees District-wide. The physical plant of the District consists
of 18 elementary schools, six middle schools, and four senior high schools. Of these schools,
two elementary schools, one junior high, and one senior high are located in the City of
Rosemount.
In May 1999, the Dakota County Housing and Redevelopment Authority issued $4,600,000 of
facility lease revenue bonds to finance the acquisition, construction and equipping of new
classroom additions at four existing elementary school sites in the cities of Apple Valley, Eagan
and Lakeville. The additional classrooms will provide for continuing elementary student
enrollment increases and special education student programs. Completion of construction is
expected by fall 1999.
Small portions of the City are located in Independent School District 199 (Inver Grove-Pine
Bend) and Independent School District 200 (Hastings).
The Dakota County Technical College is also located in the City. The Technical College,
located on a 96-acre site, opened in 1973. The Technical College has an enrollment of
approximately 2,000 post-secondary students. In addition, the Technical College offers an
extensive adult education program.
- 19 -
GOVERNMENTAL ORGANIZATION AND SERVICES
Organization
Rosemount was established as a municipal corporation in 1858, and became a statutory City in
1974. The City has a Mayor-Council form of government, with the four Council members being
elected to overlapping four-year terms of office. The present City Council is listed below.
Expiration of Term
Cathy E. Busho Mayor December 31, 2002
Ena Cisewski Council Member December 31, 2002
John Edwards Council Member December 31, 2002
Kevin L. Carroll Council Member December 31, 2000
Dennis Wippermann Council Member December 31, 2000
The City's chief administrative officer is the City Administrator, who is appointed by and serves
at the discretion of the City Council. Mr. Thomas D. Burt was appointed to the position of City
Administrator in March of 1994. Mr. Jeffrey A. May, who has served in the City's Finance
Department since 1985, was appointed as the City's Finance Director in March of 1991.
Growth and development of the City is guided by a Comprehensive Land Use Plan which was
commissioned soon after the consolidation in 1971 of the former Village and Town of
Rosemount. The Plan outlines long-range zoning and development policy of the City, and is
designed to encourage and promote orderly development and growth which will perpetuate a
sound tax base. This Plan was last updated in 1993. However, the City has currently begun
the mandatory updating process of the Plan which is expected to be completed by the summer
of 1999. The 1999 update will cover the next 25-year period.
Services
Police protection for the City is provided by 15 full-time officers, six police reserves and two
part-time community service officers. Fire protection is provided by 36 trained volunteers. The
City has a class 5 insurance rating.
The City is in the process of expanding its public works facility. The expansion will be funded
by a 20-year internally funded lease-purchase agreement, effective January 20, 1999, in the
amount of$548,000. The expansion is expected to completed by June of 1999.
Municipal water, sanitary sewer and storm water services are provided to virtually all of the
developed areas of the City. The municipal water service is provided by four wells with two
water towers having a total storage capacity of 1,500,000 gallons. The maximum pumping
capacity is 6,000,000 gallons per day with an average demand of 1,200,000 gallons pumped
daily.
It is the City's policy to finance all of its lateral sanitary sewer and water improvements by
special assessments filed against benefited property; however, there is a provision for deferred
assessments, in which case it may be necessary to provide some tax support. Core facilities
are intended to be financed from water and sewer connection charges, but these too may
require some tax support in the event sufficient connections do not occur in a timely mannet.
To date, tax support has not been necessary.
- 20 -
The City finances the construction and long-term maintenance of its stormwater core facilities
through the operation of a Stormwater Utility. Each property in the City pays a quarterly
"stormwater user fee" and an initial connection charge to support the program.
Interceptor sewer lines and wastewater treatment plants in the seven-county metropolitan area,
of which the City is a part, are under the jurisdiction of the Metropolitan Council Environmental
Services ("MCES"). MCES finances its operations through user charges based on usage. The
City is responsible for the construction and maintenance of sewer laterals.
1
Employee Pensions
� All full-time and certain part-time employees of the City of Rosemount are covered by defined
benefit pension plans administered by the Public Employees Retirement Association of
Minnesota (PERA). PERA administers the Public Employees Retirement Fund (PERF) and the
Public Employees Police and Fire Fund (PEPFF) which are cost-sharing multiple-employer
public employees retirement plans. PERF members belong to either the Coordinated Plan or
the Basic Plan. Coordinated members are covered by Social Security and Basic members are
not. All employees of the City covered by PERA belong to the Coordinated Plan. All police
officers, fire fighters and peace officers who qualify for membership by statute are covered by
the PEPFF. For the year ended December 31, 1998, the City's contribution to PERA was
$196,059.
Current General Fund Budget
1998 1998 1999
Adopted Budget Actual Adopted Budqet
General Fund Revenues:
General Property Taxes $2,542,473 $2,693,105 $2,503,203
Licenses and Permits 204,900 363,238 344,200
Intergovernmental 1,313,477 1,274,373 1,347,297
Charges for Services 337,750 351,650 303,700
Fines and Forfeits 90,000 72,084 100,000
Recreation Fees 179,500 201,352 190,000
Miscellaneous Revenues 44,000 156,216 64,000
Transfers In 3,500 3,500 3,500
Total General Fund Revenues $4,715,600 $5,115,518 $4,855,900
General Fund Expenditures:
General Government $1,086,200 $1,227,524 $1,117,900
Police 1,231,200 1,283,994 1,288,600
� Fire 190,000 158,660 179,800
Public Works 1,604,700 1,450,156 1,645,200
Parks and Recreation 603,500 601,450 624,400
Transfer Out -0- -0- -0-
Total General Fund Expenditures $4,715,600 $4,721,784 $4,855,900
- 21 -
i
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�
APPENDIX I
PROPOSED FORM OF LEGAL OPINION
2200 FIRST NATtONAL BANK BUILDiI�?G
332 MTNNESOTA STREET
SAINT PAUL, MINNESOTA 55101
TELEPHONE�651)223-6600
�R I G G S A�'TD M O R GA1�T FACSIMILE(651)223-6450
PROFESSIONAL ASSOCIATION WR[TER'S DIRECT DIAL
WRITER'S E-MAIL
(PROPOSED FORM OF LEGAL OPINION)
$3 , 715, 000
GENERAL OBLIGATION IMPROVEMENT BONDS,
SERIES 1999A
CITY OF ROSEMOUNT
DAKOTA COUNTY
MINNESOTA
We have acted as bond counsel in connection with the
issuance by the City of Rosemount, Dakota County, Minnesota (the
"Issuer" ) , of its $3 , 715, 000 General Obligation Improvement
Bonds, Series 1999A, bearing a date of original issue of July l,
1999 (the "Bonds" ) . We have examined the law and such certified
proceedings and other documents as we deem necessary to render
t�is opinion.
we have not been engaged or undertaken to review the
accuracy, completeness or sufficiency of the Official Statement
or other offering material relating to the Bonds, and we express
no opinion relating thereto.
As to questions of fact material to our opinion, we
have relied upon the certified proceedings and other
� certifications of public officials furnished to us without
undertaking to verify the same by independent investigation.
� Based upon such examinations, and assuming the
authentic�ty of aIl documents submitted �co us as originais, the
conformity to original documents of alI documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such documents, and the accuracy of the statements
of fact contained in such documents, and based upon present
Minnesota and federal laws (which excludes any pending
legislation which may have a retroactive effect on or before the
date hereof) , recalations, rulings ar.d decisions, it is our
opinion that :
.ti1INN£APOLIS OFFiCE= IDS CENTER=WW�X!g3IGGS.COM
MEMBER—LEX bi[,';�DI,A G�03Ai.ASSOCIAT?O\ Or" I\DEPENDENT LA�/' FIRMS
I-1
BRIGGS AVD MORGAN
(1) The proceedings show lawful authority for the issuance
of the Bonds according to their terms under the Constitution and
laws of the State of Minnesota now in force .
(2) The Bonds are valid and binding general obligations of
the Issuer and all of the taxable property within the Issuer' s
jurisdiction is subject to the levy of an ad valorem tax to pay
the same without limitation as to rate or amount; p
rovided that �
the enforceability (but not the validity) of the Bonds and the
pledge of taxes for the payment of the principal and interest
thereon is subject to the exercise of judicial discretion in �
accordance with general principles of equity, to the
constitutional powers of the United States of America and to
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors ' rights heretofore or hereafter
enacted.
(3) At the time of the issuance and delivery of the Bonds
to the original purchaser, the interest on the Bonds is excluded
from gross income for United States income tax purposes and is
excluded, to the same extent, from both gross income and taxable
net income for State of Minnesota income tax purposes (other than
Minnesota franchise taxes measured by income and imposed on
corporations and financial institutions) , and is not an item of
tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations or the Minnesota
alternative minimum tax applicable to individuals, estates or
trusts; it should be noted, however, that for the purpose of
computing the federal alternative minimum tax imposed on
corporations, such interest is taken into account in determining
adjusted current earnings . The opinions set forth in the
preceding sentence are subject to the condition that the Issuer
comply with all requirements of the Internal Revenue Code of
1986, as amended, that must be satisfied subsequent to the
issuance of the Bonds in order that interest thereon be, or
continue to be, excluded from gross income for federal income tax
purposes and from both gross income and taxable net income for
State of Minnesota income tax purposes . Failure to comply with
certain of such requirements may cause the inclusion of interest
on the Bonds in gross income and taxable net income retroactive ,
to the date of issuance of the Bonds .
We express no opinion regarding other state or federal tax �
consequences caused by the receipt or accrual of interest on the
Bonds or arising with respect to ownership of the Bonds .
1047177.1
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BRIGGS AhD MORGAN
Dated at Saint Paul, Minnesota, this day of July, 1999 .
Professional Association
1047177.1
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APPENDIX II
CONTINUING DISCLOSURE UNDERTAKING
This Con"tinuina D�.sclosure Undertaking (the °'Disclosure
UnderLaking°' } �s executec"t and delivered by the City of Rosemount,
Minnesota (the "Issuer" ) , in connecLion with the issuance of
$3 , 715, 000 General Obligation Improvement Bonds, Series 1999A
(the "Bonds" ) . The Bonds are being issued pursuant to a
Resolution adopted June 14, 1999 (the "Resolution" ) . Pursuant to
the Resolution and this Undertaking, the Issuer covenants and
agrees as follows :
SECTION 1 . Purpose of the Disclosure Undertakinq. This
Disclosure Unciertaking is being executed and delivered by the
Issuer �or the benefit of the Owners and in order to assist the
Part�cipating Unclerwriters in complying with SEC Rule
15c2-12 (b) (5) .
SECTION 2 . Definitions . In addition to the definitions
set forth in the Resolution, which apply to any capitalized term
used in this Disclosure Undertaking unless otherwise defined in
this Section, the following capitalized terms shall have the
following meanings :
"Annual Report" shall mean any annual financial information
provided by the Issuer pursuant to, and as described in, Sections
3 and 4 of this Disclosure Undertaking.
°'AudiLed Financial Statements" shall mean the financial
statements of the Issuer audited annually by an independent
certified public accounting firm, prepared pursuant to generally
accepted accounting principles promulgated by the Financial
Accounting Standards Board, modified by governmental accounting
standards promulgated by the Government Accounting Standards
Board.
"Dissemination Agent" shall mean such party from time to
time designated in writing by the Issuer to act as information
dissemination agent and which has filed with the Issuer a written
acceptance of such aesignation.
°°risca� Year°° shall be �.he ��scai year of the Issuera
°'Governing Bocty°° sha13, with respect to the Bonds, have the
meaning given that term in Minnesota Statutes, Section 475 . 51,
Subdivision 9 .
°'MSRB" shall mean the Municipal Securities Rulemaking Board.
"Nat�onaT Repository" shall mean any Nationally Recognized
l�Iunicipal Securities Information Repository for purposes of the
Ru�e. The National Repositories as ot the date of execution of
�h�s Undertaking are as ?isted on �xhibit A.
304726i.1
II-1
"Occurrence (s) '° shall mean any of the events lisLed in
Section 5 .A. of this Disclosure Undertaking.
'°Officiai Statement'° shall be the Official Statement dated
, 1999, prepared in connection with the Bonds .
"Owners" shall mean the registered holders and, if not the
same, the beneficial owners of any Bonds.
"Participating Underwriter" shall mean any of the original
underwriters of the Bonds required to comply with the Rule in
connection with offering of the Bonds .
'°Repository°' shall mean each National Repository and each
State Depository.
'°Resolution°' shall mean the resolution or resolutions
adopted by the Governing Body of the Issuer providing for, and
authorizing the issuance of, the Bonds .
"Rule" sha11 mean Rule 15c2-12 (b) (5) adopted by the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as the same may be amended from time to time or
interpreted by the Securities and Exchange Commission.
°'State" shall mean the State of Minnesota.
°'State Depository'° shali mean any public or pr�vate
repository or entity designated by the State as a state
depository for the purpose of the Rule. As of the date of this
Disclosure Undertaking, there is no State Depository in
Minnesota.
SECTION 3 . Provision of Annual Reports .
A. Beginning in connection with the Fiscal Year
ending on December 31, 1998, the Issuer shall, or shall cause the
Dissem=nation Agent to, as soon as available, but in� any event
not later �har� December 31, 1999, and by December 31 of each year
t�ex�eaf�er, provide ::o each Repository an Annual Report which is
consistent wi�h �he requirements of Section 4 of this Disclosure
Undertaking.
B. If the Issuer is unable to provide to the
Repositories an Annual Report by the date required in subsection
A, the Issuer shall send a notice of such delay and estimated
date of delivery to each Repository or to the MSRB and to the
S�ate Depository, if anye
SECTION 4 . Content and �'ormat of Annual Repor�s . The
Issueros Annua� Report shall contain or incorporate by reference
the ��nancial information and operating data pe�tainincr to �he
Issuer ��sted below as of the end of the preceding Fiscal Year.
°�he Annual Report may be submitted to each Repository as a sing�e
1047261.1
��-2
aocument or as separate documents comprising a package, and may
cross-reference other information as provided in this Disclosure
Undertaking.
The following financial information and operating data shall
be supplied:
A. an update of the type of information contained in
the Official Statement under the caption CITY PROPERTY
VALUES; CITY INDEBTEDNESS; and CITY TAX RATES, LEVIES AND
COL�ECTIONS;
B. Audited Financial Statements of the Issuer. The
Audited Financial Statements of the Issuer may be submitted
to each Repository separately from the balance of the Annual
Report . In the event Audited Financial Statements of the
Issuer are not available on or before the date for filing
the Annual Report with the appropriate Repositories as set
forth in Section 3 .A. above, unaudited financial statements
shall be provided as part of the Annual Report . The
accounting principles pursuant to which the financial
statements will be prepared will be pursuant to generally
accepted accounting principies promulgated by the Financial
Accounting Standards Board, as such principles are modified
by the governmental accounting standards promulgated by the
Government Accounting Standards Board, as in effect from
time to time . If Audited Financial Statements are not
provided because they are not available on or before the
date for filing the Annual Report, the Issuer shall promptly
provide them to the Repositories when available .
SECTION 5 . Reporting of Significant Events .
A. This Section 5 shall govern the giving of notices
of the occurrence of any of the following events with respect to
the Bonds, if material :
fl) principal and interest payment delinquency;
(2) non-payment relatea defau�ts;
(3) unscheduled draws on debt service reserves
reflecting financial difficulties;
(4) unscheduled draws on credit enhancements
reflecting financial difficulties;
;5) substitution of credit or liquidity ��oviders, or
��e�r failure to perform;
�6) adverse tax opinions or events affecting tne tax-
exempt status of �he security;
(7) modifications to rights of security holders;
1047261.i
I I-3
(8) optional or unscheduled redemption of any Bonds;
(9) defeasances;
(10) release, substitution or sale of property securing
repayment of the Bonds; and
(11) rating changes .
B. Whenever an even� listed in Section S .A. above has
occurred, the Issuer shall as soon as possible determine if such
event would constitute material information for Owners of Bonds .
If knowledge of the Occurrence would be material, the Issuer
shall promptly file a notice of such Occurrence with each
National Repository or the MSRB and with the State Depository, if
any.
C. The Issuer agrees to provide or cause to be
provided, in a timely manner, to each National Repository or the
MSRB and to the State Depository, if any, notice of a failure by
the �ssuer �o provide the Annual Reports described in Section 4 .
SECT�ON 6 . Termination of Reporting Obligation. The
Issuer' s obligations under this Disclosure Undertaking shall
terminate upon the legal defeasance, prior redemption or payment
in full of all of the Bonds.
SECTION 7 . Dissemination Agent . The Issuer may, from
time to time, appoint or engage a Dissemination Agent to assist
it in carrying out its obligations under this Disclosure
Undertaking, and may discharge any such Agent, with or without
appointing a successor Dissemination Agent .
SECT�ON 8 . Amendment; Waiver. Notwithstanding any other
�rovision of this Disclosure Undertaking, the Issuer may amend
this Disclosure Undertaking, and any provision of this Disclosure
Undertaking may be waived, if (a) a change in law or change in
the ordinary business or operation of the Issuer has occurred,
(b) such amendment or waiver would not, in and of itself, cause
the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into
account any subsequent change in or official interpretation of
the Rule, and (c) such amendment or waiver is supportea by an
opinion of counsel expert in federal securities laws to the
effect that such amendment or waiver would not ma�erially zmpair
��e �r_�erests of �wners .
SECTION 9e Addit�onal Informat�on. Noth�ng ?r th�s
Disciosure Undertak�ng shall be deemed to prevent the issuer from
dissem�nat�ng any other information, using the means of
dissemination set forth in this Disc�osure Undertaking or any
other means of communication, or including any other information
in any Annual Report or notice of an Occurrence, in addition to
that which is required by this Disclosure Undertaking. If the
i04726i.1
I I-4
Issuer chooses to include any information in any Annual Report or
notice of an Occurrence in addition to that which is specifically
required by this Disclosure Undertaking, the Issuer shal� have no
obligation under this Disclosure Undertaking to update such
information or include it in any future Annual Report or notice
of ar_ Occurrence.
SECTION 10 . Default . In the event of a failure of the
Issuer to provide information required by this Disclosure
Undertaking, any Owner may take such actions as may be necessary
and appropriate, including seeking mandamus or specific
performance by court order, to cause the Issuer to comply with
its obligations to provide information under this Disclosure
Undertaking. A default under this Disclosure Undertaking shall
not be deemed an Event of Default under the Resolution, and the
sole remedy under this Disclosure Undertaking in the event of any
failure of the Issuer to comply with this Disclosure Undertaking
sha�l be an action to compel performance .
SECTION 11 . Beneficiaries. This Disciosure Unaertaking
shail inure solely to the benefit of the Issuer, the Participa-
ting Underwriters and Owners from time to time of the Bonds, and
shall create no rights in any other person or entity.
SECTION 12 . Reserved Riahts . The Issuer reserves the
right to discontinue providing any information required under the
Rule if a final determination should be made by a court of
competent jurisdiction that the Rule is invalid or otherwise
unlawful or, subject to the provisions of Section 8 hereof, to
modify the undertaking under this Disclosure Undertaking if the
Issuer determines that such modification is required by the Rule
or by a court of competent jurisdiction.
Date : , 1999
CITY OF ROSEMOUNT
By
Its
By
Its
�704726i.�
I i-5
EXHIBIT A
Bloomberg Municipal Repository
P.O. Box 840
Princeton, NJ 08542-0840
Phone : (609) 279-3200
Fax: (609) 279-5962
Thomson Municipal Services
395 Hudson Street - Third Floor
New York, NY 10014
Attn: Municipal Disclosure
Phone : (800) 689-8466
Fax: (212} 989-2078
Kenny Inrormation Systems Inc .
65 Broadway - 16th Floor
New York, NY 10006-2511
Attn: Repository Services
Phone : (212) 770-4595
Fax: (212) 797-7994
DPC Data Inc .
One Executive Drive
Fort Lee, NJ 07024
�hone : (201) 346-0793
Fax: (201) 947-0107
E-Mail : Nrmsir@dpcdata.com
i0�7263.1
I I-6
APPENDIX III
SUMMARY OF TAX LEVIES, PAYMENT PROVISIONS, AND
MINNESOTA REAL PROPERTY VALUATION
Following is a summary of certain statutory provisions effective through 1999 relative to tax levy
procedures, tax payment and credit procedures, and the mechanics of reai property valuation.
The summary does not purport to be inclusive of all such provisions or of the specific provisions
discussed, and is qualified by reference to the complete text of applicable statutes, rules and
regulations of the State of Minnesota.
Property Valuations (Chapter 273, Minnesota Statutes)
Assessor's Estimated Market Value. Each parcel of real property subject to taxation must, by
statute, be appraised at least once every four years as of January 2 of the year of appraisal.
With certain exceptions, all property is valued at its market value which is the value the
assessor determines to be the price the property to be fairly worth, and which is referred to as
the "Estimated Market Value."
Limitation of Market Value Increases. Effective through assessment year 2001, the amount of
increase in market value for all property classified as agricultural homestead or non-homestead,
residential homestead or non-homestead, or non-commercial seasonable recreational
residential, which is entered by the assessor in the current assessment year, may not exceed
the greater of (i) 10% of the preceding year's market value or (ii) 1/4 of the difference between
the current assessment and the preceding assessment.
Indicated Market Value. Because the Estimated Market Value as determined by an assessor
may not represent the price of real property in the marketplace, the "Indicated Market Value" is
generally regarded as more representative of full value. The Indicated Market Value is
determined by dividing the Estimated Market Value of a given year by the same year's sales
ratio determined by the State Department of Revenue. The sales ratio represents the overall
relationship between the Estimated Market Value of property within the taxing unit and actual
selling price.
Net Tax Capacity. The Net Tax Capacity is the value upon which net taxes are levied,
extended and collected. The Net Tax Capacity is computed by applying the class rate
percentages specific to each type of property classification against the Estimated Market Value.
Class rate percentages vary depending on the type of property as shown on the last page of
this Appendix. The formulas and class rates for converting Estimated Market Value to Net Tax
Capacity represent a basic element of the State's property tax relief system and are subject to
annual revisions by the State Legislature.
Property taxes are determined by multiplying the Net Tax Capacity by the tax capacity rate,
expressed as a percentage.
Property Tax Payments and Delinquencies
(Chapters 275, 276, 277, 279-282 and 549, Minnesota Statutes)
Ad valorem property taxes levied by local governments in Minnesota are extended and
collected by the various counties within the State_ Each taxing jurisdiction is required to certify
the annual tax levy to the county auditor within five (5) working days after December 20 of the
year preceding the collection year. A listing of property taxes due is prepared by the county
auditor and turned over to the county treasurer on or before the first business day in March.
The county treasurer is responsible for collecting all property taxes within the county. Real
estate and personal property tax statements are mailed out by March 31. One-half (1/2) of the
taxes on real property is due on or before May 15. The remainder is due on or before
October 15. Real property taxes not paid by their due date are assessed a penalty which,
depending on the type of property, increases from 2% to 4% on the day after the due date. In
III-1
the case of the first instaliment of real property taxes due May 15, the penalty increases to 4%
or 8% on June 1. Thereafter, an additional 1% penalty shali accrue each month through
October 1 of the collection year for unpaid real property taxes. In the case of the second
instaliment of real property taxes due October 15, the penalty increases to 6% or 8% on
November 1 and increases again to 8% or 12% on December 1. Personal property taxes
remaining unpaid on May 16 are deemed to be delinquent and a penalty of 8% attaches to the
unpaid tax. However, personal property owned by a tax-exempt entity, but which is treated as
taxable by virtue of a lease agreement, is subject to the same delinquent property tax penalties
as real property.
On the first business day of January of the year following collection all delinquencies are
subject to an additional 2% penalty, and those delinquencies outstanding as of February 15 are
filed for a tax lien judgment with the district court. By March 20 the clerk of court files a
publication of legal action and a mailing of notice of action to delinquent parties. Those
property interests not responding to this notice have judgment entered for the amount of the
delinquency and associated penalties. The amount of the judgment is subject to a variable
interest determined annually by the Department of Revenue, and equal to the adjusted prime
rate charged by banks, but in no event is the rate less than 10% or more than 14%.
Property owners subject to a tax lien judgment generally have five years (5) in the case of all
property located outside of cities or in the case of residential homestead, agricultural
homestead and seasonal residential recreational property located within cities or three (3) years
with respect to other types of property to redeem the property. After expiration of the
redemption period, unredeemed properties are declared tax forfeit with title held in trust by the
State of Minnesota for the respective taxing districts. The county auditor, or equivalent thereof,
then sells those properties not claimed for a public purpose at auction. The net proceeds of the
sale are first dedicated to the satisfaction of outstanding special assessments on the parcel,
with any remaining balance in most cases being divided on the following basis: county - 40%;
town or city - 20%; and school district -40%.
Property Tax Credits (Chapter 273, Minnesota Statutes)
In addition to adjusting the taxable value for various property types, primary elements of
Minnesota's property tax relief system are: property tax levy reduction aids; the circuit breaker
credit, which relates property taxes to income and provides relief on a sliding income scale; and
targeted tax relief, which is aimed primarily at easing the effect of significant tax increases. The
circuit breaker credit and targeted credits are reimbursed to the taxpayer upon application by
the taxpayer. Property tax levy reduction aid includes educational aids, local governmental aid,
equalization aid, homestead and agricultural credit aid (HACA) and disparity reduction aid.
Levy Limitations for Counties and Cities (M.S. 275.70 to 275.74
(Laws 1997, Chapter 231, Article 3))
Prior limitations restricting the ability of local governments in Minnesota to levy property taxes
expired in 1993. New overall levy limitations are in effect for taxes levied in 1997 and 1998 for
all counties and cities with populations exceeding 2,500. Levy increases are limited generally to
2.2% over the payable 1997 tax levy plus any increase due to growth in population.
Certain property tax levies are authorized outside of the new overall levy limitation ("special
levies ). Special levies include debt service levies for bonded indebtedness, excluding
.,
installment payments on conditional sales contracts, debt service on state-aid road bonds,
payments on contracts for deed, any levies to pay debt service on tax increment revenue
bonds, and lease payments under certificates of participation. In order to receive approval for
any special levy claims outside of the overall levy limitation, requests for such special levies
must be submitted to the Property Tax Division of the Department of Revenue on or before
September 15th in the year in which the levy is to be made for collection in the following year.
The Department of Revenue has the authority to approve, reduce or deny a special levy
I I I-2
request. Final adjustments to all levies must be made by the Department of Revenue on or
before December 10th.
Debt Limitations
All Minnesota municipalities (counties, cities, towns and school districts) are subject to statutory
"net debt" limitations under the provisions of Minnesota Statutes, Section 475.53. Net debt is
defined as the amount remaining after deducting from gross debt the amount of current
revenues which are appiicable within the current fiscal year to the payment of any debt and the
aggregate of the principal of the following:
1. Obligations issued for improvements which are payable wholly or partially from the
proceeds of special assessments levied upon benefited property.
2. Warrants or orders having no definite or fixed maturity.
3. Obligations payable wholly from the income from revenue producing conveniences.
4. Obligations issued to create or maintain a permanent improvement revolving fund.
5. Obligations issued for the acquisition and betterment of public waterworks systems, and
public lighting, heating or power systems, and any combination thereof, or for any other
public convenience from which revenue is or may be derived.
6. Certain debt service loans and capital loans made to school districts.
7. Certain obligations to repay loans.
8. Obligations specifically excluded under the provisions of law authorizing their issuance.
9. Certain obligations to pay pension fund liabilities.
10. Debt service funds for the payment of principal and interest on obligations other than those
described above.
Levies for General Obligation Debt
(Sections 475.61 and 475.74, Minnesota Statutes)
Any municipality which issues general obligation debt must, at the time of issuance, certify
levies to the county auditor of the county(ies) within which the municipality is situated. Such
levies shall be in an amount that if collected in full will, together with estimates of other
revenues pledged for payment of the obligations, produce at least five percent in excess of the
amount needed to pay principal and interest when due. Notwithstanding any other limitations
upon the ability of a taxing unit to levy taxes, its ability to levy taxes for a deficiency in prior
levies for payment of general obligation indebtedness is without limitation as to rate or amount.
Metropolitan Revenue Distribution (Chapter 473F, Minnesota Statutes)
"Fiscal Disparities Law"
The Charles R. Weaver Metropolitan Revenue Distribution Act, more commonly known as
"Fiscal Disparities," was first implemented for taxes payable in 1975. Forty percent of the
increase in commercial-industrial (including public utility and railroad) net tax capacity valuation
since 1971 in each assessment district in the Minneapolis/St. Paul seven-county metropolitan
area (Anoka, Carver, Dakota, excluding the City of Northfield, Hennepin, Ramsey, Scott,
excluding the City of New Prague, and Washington Counties) is contributed to an area-wide tax
base. A distribution index, based on the factors of population and real property market value
per capita, is employed in determining what proportion of the net tax capacity value in the area-
wide tax base shall be distributed back to each assessment district.
III-3
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APPENDIX IV
ANNUAL FINANCIAL STATEMENTS
The City is audited annually by an independent certified public accounting firm. Data shown on
the following pages has been extracted from the annual audits for fiscal years ended
December 31, 1998, 1997 and 1996. The audits for all years shown were prepared on the
modified accrual basis of accounting for governmental funds, and the accrual basis of
accounting for proprietary funds. The reader should be aware that the complete audits may
contain additional information which may interpret, explain or modify the data presented herein.
The City's comprehensive annual financial report for the year ended 1997 was awarded the
Certificate of Achievement for Excellence in Financial Reporting by the Government Finance
Officers Association of the United States and Canada (GFOA). The Certificate of Achievement
is the highest form of recognition for excellence in state and local government financial
reporting.
In order to be awarded a Certificate of Achievement, a government unit must publish an easily
readable and efficiently organized comprehensive annual financial report, whose contents
conform to program standards. Such CAFR must satisfy both generally accepted accounting
principles and applicable legal requirements.
A Certificate of Achievement is valid for a period of one year only. The City has received this
recognition annually since 1996 and plans to submit its 1998 CAFR to GFOA.
IV-1
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