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HomeMy WebLinkAbout4.a. Accept Bids and Award Sale - G.O. Bonds, Series 1994A � � �; CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION PORT AUTHORITY MEETING DATE: July 5, 1994 AGENDA ITEM: Accept Bids and Award Sale - G.O. Bonds, AGENDA SECTION: Series 1994A Old Business PREPARED BY: Jeff May, Finance Director AGENDA N��� � � � ATTACHMENTS: Draft Resolution, Official Statement and APPROVED BY: � Copy of City/Port Authority Agreement At 1 1 :00 A.M., Tuesday, July 5, 1994, sealed bids for Port Authority G.O. Bonds, Series 1994A, will be opened and the results tabulated at the offices of Springsted Inc. A representative from Springsted will be present at the July 5th Port Authority meeting to give Springsted's recommendation for the issuance of these bonds and to answer any questions that you may have. Because the bid opening is not until Tuesday morning, you will receive information regarding the bids at the meeting that evening. Included in this resolution is the wording necessary to complete the attached agreement between the Rosemount Port Authority and the City of Rosemount with respect to the construction of the public improvements and the use of special assessments. Passing this resolution and the signing of the agreement by the appropriate personnel from the City and the Port Authority will complete the Port Authority's obligation and allow them to use special assessments as a financing tool when dealing with potential Business Park customers. The agreement will be approved by the City as part of the G.O. Improvement Bond resolution. RECOMMENDED ACTION: Motion to adopt a RESOLUTION ACCEPTING OFFER ON THE SALE OF $1,630,000 GENERAL OBLIGATION BONDS, SERIES 1994A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF. COMMISSION ACTION: � , ROSEMOUNT PORT AUTHORITY DAKOTA COUNTY, MINNESOTA RESOLUTION 1994 - RESOLUTION ACCEPTING OFFER ON THE SALE OF $1, 630, 000 GENERAL OBLIGATION BONDS, SERIES 1994A, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS there has heretofore been designated certain real property in the City of Rosemount as a redevelopment project area (the "Redevelopment Area") pursuant to the provisions of Minnesota Statutes, Sections 469. 001 through 469. 047, and a development district within the meaning of Minnesota Statutes, Section 469. 124 to 469. 134 ; B. The Board of Commissioners has heretofore determined that it is necessary and expedient to issue $1, 630, 000 General Obligation Bonds, Series 1994A, pursuant to Minnesota Statutes, Sections 469.060 and Chapter 475 to provide funds to finance public improvements within the Redevelopment Area of a business park; and C. WHEREAS, the City of Rosemount (the "City") has, by its ordinance No. , adopted , 1994, agreed to pledge its full faith and credit towards the payment of the Bonds, as required under the provisions of Minnesota Statutes, Section 469.060; D. WHEREAS, offers to purchase the Bonds were solicited on behalf of the Rosemount Port Authority (the "Authority") by Springsted Incorporated; and E. WHEREAS, the following offers were received, opened and recorded by the Executive Director or his designee at the offices of Springsted Incorporated at i1: 00 A.M. , this same day: Bidder Interest Rate Net Interest Cost 266030.1 NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Rosemount Port Authority, as follows: 1. Acceptance of Offer. The offer of (the "Purchaser") , to purchase $1, 630, 000 General Obligation Bonds, Series 1994A of the Authority (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 received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The Executive Director is directed to retain the deposit of the Purchaser and to forthwith return to the others making offers their good faith checks or drafts. 2 . Title: Original Issue Date; Denominations; Maturities. The Bonds shall be titled "General Obligation Bonds, Series 1994A", shall be dated August 1, 1994, 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 1997 $ 75, 000 2005 $110,000 1998 80, 000 2006 115, 000 1999 80, 000 2007 125, 000 2000 85,000 2008 130, 000 2001 90, 000 2009 140, 000 2002 95,000 2010 145, 000 2003 100,000 2011 155, 000 2004 105, 000 3. Purpose. The Bonds shall provide funds to finance public improvements in the Redevelopment Area (the "Project") in the City. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475. 65, is estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date") , coiamencing February 1, 1995, 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: 266030.1 2 � � 4 Maturity Interest Maturity Interest Year Rate Year Rate 1997 $ 2005 $ 1998 2006 1999 2007 2000 2008 2001 2009 2002 2010 2003 2011 2004 5. Redemption. All Bonds maturing in the years 2004 through 2011, both inclusive, shall be subject to redemption and prepayment at the option of the Authority on February 1, 2003, 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 maturities and the principal amounts within each maturity to be redeemed shall be determined by the Authority; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a conunon maturity date a distinctive number for each $5, 000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5, 000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5, 000 shall be redeemed as shall equal $5, 000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Authority or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Authority and Bond Registrar duly executed by the holder thereof or his, her or its attorney duly authorized in writing) and the Authority 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 26603o.t 3 principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. , in , Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar") , and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the Authority and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 13 of this resolution. 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: z�o3o.1 4 UNITED STATES OF AMERICA STATE OF MINNESOTA DAKOTA COUNTY ROSEMOUNT PORT AUTHORITY R- $ GENERAL OBLIGATION BOND, SERIES 1994A INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP AUGUST 1, 1994 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the Rosemount Port Authority, 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 Auqust 1 of each year (each, an "Interest Payment Date") , commencing February 1, 1995, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar") , acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date") . Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record 2�a3o.1 5 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. 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. 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 Rosemount Port Authority, Dakota County,� Minnesota, by its Board of Commissioners has caused this Bond to be executed on its behalf by the facsimile signatures of its Chair and its Secretary. 266030.1 6 Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S ROSEMOUNT PORT AUTHORITY CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned /s/ Facsimile within. Chair [s/ Facsimile , Secretary Bond Registrar By Authorized Signature 266030.1 7 ON REVERSE OF BOND Redemption. A11 Bonds of this issue maturing in the years 2004 through 2011, both inclusive, are subject to redemption and prepayment at the option of the Issuer on February 1, 2UO3 , 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 maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer; 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 Obliqation. This Bond is one of an issue in the total principal amount of $1, 630, 000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the Board of Commissioners on 266030.1 8 July 5, 1994 (the "Resolution") , for the purpose of providing funds to finance public improvements in a business park. This Bond is payable out of the General Obligation Bonds, Series 1994A 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 �ereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the Authorized Denominations (as defined in the Resolutionj of $5, 000 and integral multiples thereof of a single maturity and are exchangeable for fully reqistered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation) , of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Reqistered 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. 266030.1 9 Qualified Tax-Exempt Obliqations. The Bonds have been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended. 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. 266030.1 1 0 ASSIGNMENT For val.ue 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. ) 266030.1 1 1 8. �xecution; TemQor� Bonds. The Bonds shall be printed (or, at the request of the Purchaser, typewritten) shall be executed on behalf of the Authority by the signatures of its Chair and Secretary and be sealed with the seal of the Authority; provided however, that the seal of the Authority 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 pe'rmitted 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 siqnature 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 Authority may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. The temporary bonds may be executed with photocopied facsimile signatures of the Chair and Secretary. 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 fona 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 Authority 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 August 1, 1994 . The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer: ExchanQe. The Authority will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. 266030.1 1 2 Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the Authority shall execute (if necessary) , and the Bond Registrar shall authenticate, ins.ert the date of registration (as provided in paragraph 10) 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 Authority 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. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the Authority. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the Authority evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the Authority 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. 266030.1 1 3 11. �ghts Upon Transfer or Exchanqe. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment: Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the Authority 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 precedinq such Interest Payment Date (the "Regular Record Date") . Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 13 . Treatment of Registered Owner. The Authority 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) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the Authority nor the Bond Registrar shall be affected by notice to the contrary. 14. Delivery: Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Bonds, Series 1994A Fund" (the "Fund") to be administered and maintained by the Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the Authority. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate accounts, to be designated the "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, and less any amount paid for the Bonds in excess of $1, 607, 108 and less capitalized interest in the amount of $ (together with interest 266030.1 1 4 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 August 1, 1995) . From the Construction Account there shall be paid all costs and expenses of the Project, including the cost of acquisition and 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 herein levied or covenanted to be levied. (ii) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all accrued interest received upon delivery of the Bonds; (b) all funds paid for the Bonds in excess of $1, 607, 108 ; (c) capitalized interest in the amount of $ (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 August 1, 1995) ; (d) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (e) all funds remaining in the Capital Account after completion of the Project and payment of the costs thereof; (f) all investment earnings on funds� held in the Debt Service Account; and (g) any and all other moneys, which are properly available and are appropriated by the governing body of the Authority 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 Authority hereafter issued by the Authority 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 reason-able temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent (5�) of the proceeds of the Bonds or $100, 000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Capital Account or Debt Service Account (or any other Authority 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 invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in 2�030.� 15 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") . 16. Tax Levy; Cove�aqe Test. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City of Rosemount a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the Authority for the years and in the amounts as follows: Year of Tax Year of Tax Lew Collection ount 1994 1995 1995 1996 1996 1997 1997 1998 1998 1999 1999 2000 2000 2001 2001 2002 2002 2003 2003 2004 2004 2005 2005 2006 2006 2007 2007 2008 2008 2009 2009 2010 The tax levies are such that if collected in full they, together with 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. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the Authority reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475. 61, Subdivision 3 . 17. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City have been irrevocably pledged by an Ordinance adopted by the City on , 1994, in accordance with Minnesota Statutes, Section 469.060. 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 there- z�o3o.i 16 from, the deficiency shall be promptly paid out of any other funds of the Authority 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. 18. Certificate of Reqistration. The Executive Director is hereby directed to file a certified copy, of this resolution with the County Auditor of Dakota County, Minnesota, together with such other information as they shall require, and to obtain the Auditor's certificate that the Bonds have been entered in the Auditor's Bond Register, and that the tax levy required by law has been made. 19. Records and Certificates. The officers of the Authority 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 Authority relating to the Bonds and to the financial condition and affairs of the Authority, 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 represen- tations of the Authority as to the facts recited therein. 20. Neqative Covenant as to Use of Proiect. The Authority hereby covenants not to use the Project or to cause or permit it to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 21. Investment Limitations; Rebate. The Authority 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 if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small- issuer exception amount of $5, 000, 000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5, 000, 000 or less of bonds, the Authority hereby finds, determines and declares that (1) the Bond is issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95�) or more of 266030.1 1 7 the net proceeds of the Bond is to be used for local governmental activities of the Authority (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the Authority, and (4) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the Authority (and all subordinate entities thereof, and all entities treated as one issuer with the Authority) during the calendar year in which the Bond is issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148 (f) (4) (D) of the Code. 22. Desiqnation of 4ualified Tax-Exempt Obliqations. In order to qualify the Bonds as "qualified tax-exempt obliqations" within the meaning of Section 265(b) (3) of the Code, the Authority 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 Authority 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 Authority (and all entities subordinate to, or treated as one issuer with, the Authority) during this calendar year 1994 will not exceed $10, 000, 000; and (e) not more than $10, 000, 000 of obligations issued by the Authority during this calendar year 1994 have been designated for purposes of Section 265(b) (3) of the Code. 23. 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 Authority may discharge its obliqations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Authority 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 z�o3o.� 18 in full, provided that notice of redemption thereof has been duly given. Ths �uthority may also at any time discharge its obliqationa 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. 24. Compliance with Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the Authority'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 Authority to reimburse itself for any expenditure which the Authority paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure") . The Authority hereby certifies and/or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the Authority (or person designated to do so on behalf of the Authority) has made or will have made a written declaration of the Authority's official intent (a "Declaration") which effectively (i) states the Authority's reasonable expectation to reimburse itself for the payment of the . Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the Authority 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 Authority 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 ReiYnbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed 20� of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or 5� of the 2�030.� 19 proceeds of the Bonds. Notwithstanding the foregoing, with respect to any Declaration made by the Authority between January 27, 1992 and June 30, 1993, with respect to a Reimbursement Expenditure made prior to March 2, 1992, the Authority hereby represents that there exists objective evidence, that at the time the Expenditure was paid the Authority 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 Authority'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. 25. Agreement with Port Authoritv. The Agreement dated July 5, 1994, by and between the City of Rosemount and the Authority relating to the construction of the Project and the use of certain special assessments levied by the City with respect to the Project in substantially the form submitted at this meeting, is hereby approved and the Chair and Secretary are hereby authorized to execute the Agreement on behalf of the Authority. 26. 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. 27. 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. 266030.7 2 0 28. Effectiveness. This resolution shall become effective only upon adoption by the City Council of an ardinance authorizing the pledge of the City's full faith and credit to the payment of the Bonds. Adopted this 5th day of July, 1994 . Chair ATTEST: Executive Director Motion by: Seconded by: Voted in favor: Voted against: 2�030.1 21 STATE OF MINNESOTA COUNTY OF DAKOTA ROSEMOUNT PORT AUTHORITY I, the undersigned, being the duly qualified and acting Secretary of the Port Authority 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 Board of Commissioners of said Authority, duly called and held on the date therein indicated, insofar as such minutes relate to considering bids for, and awarding the sale of, $1, 630, 000 General Obligation Bonds, Series 1994A of said Authority. WITNESS my hand this day of , 1994. Secretary 2d6030.1 2 2 Public Improvements Agreement This Agreement dated this 5th day of July, 1994, by and between �the City of Rosemount, Minnesota, (the "City") and the Rosemount Port Authority (the "Authority") , and provides as follows: WHEREAS, the Authority has heretofore issued its $1, 630, 000 General Obligation Bonds, Series 1993 (the "Series 1993 Bonds") to provide funds to acquire certain land in the City for a business park (the "Business Park") , and proposes to issue its General Obligation Bonds, Series 1994A (the "Series 1994A Bonds") to provide funds to finance the costs of certain public improvements in the Business Park (the "Improvements") ; and WHEREAS, the City, by ordinance, has pledged its full faith and credit to the payment of the Series 1993 Bonds and the Series 1994A Bonds; and WHEREAS, the Authority and certain other benefitted property owners have petitioned the City to construct the Improvements and to assess the entire cost of the Improvements against their property; and WHEREAS, a feasibility study has heretofore been prepared for the Improvements and the City Council has heretofore adopted a resolution ordering the construction of the Improvements. NOW, THEREFORE, the City and the Authority agree as follows: 1. The Authority agrees to act as agent for the City in connection with the construction of the Improvements, and to construct the Improvements in accordance with the provisions of Minnesota Statutes, Chapter 429 . 2 . The City agrees to specially assess all property benefitted by the Improvements in accordance with the provisions of Minnesota Statutes, Chapter 429. 3 . The City agrees to transfer to the Authority all special assessments received by the City which were levied for the Improvements, and the Authority agrees to deposit the special assessments in one of the debt service funds established for the Series 1993 Bonds or the Series 1994A Bonds, and to use such funds to reduce the tax levies required by law to be made to pay the principal and interest on the Series 1993 Bonds and the Series 1994A Bonds. 26686t.1 ' IN WITNESS WHEREOF, the City and the Authority have caused this Agreement to be duly executed all as of the date and year above first written. CITY OF ROSEMOUNT By Its Mayor By Its Clerk Signature page to Public Improvements Agreement dated July 5, 1994, by and between the City of Rosemount and the Rosemount Port Authority. z�t.� 2 ROSEMOUNT PORT AUTHORITY By Its Chair By Its Secretary Signature page to Public Improvements Agreement dated July 5, 1994, by and between the City of Rosemount and the Rosemount Port Authority. 266861.1 3