HomeMy WebLinkAbout4.a. Accept Bids and Award Sale - G.O. Bonds, Series 1994A �
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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
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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