HomeMy WebLinkAbout2. Accept Bids / Award Sale - G.O. Municipal Building Bonds, 1992EROSEMOUNT PORT AUTHORITY
EXECUTIVE SUMMARY FOR ACTION
PORT AUTHORITY COMMISSION MEETING DATE: October 27, 1992
AGENDA ITEM:
G.O. Municipal Building Bonds,
AGENDA SECTION:
Series 1992E
- Accept Bids & Award Sale
New Business
PREPARED BY:
AGENDA NO���j Jj
Jeff May, Finance
Director
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ATTACHMENTS:
Draft Resolution
A OVE BY:
r
At 11:00 A.M., Tuesday, October 27, 1992, sealed bids for G.O.
Municipal Building Bonds, Series 1992E, will be opened and the
results tabulated at the offices of Springsted Inc. Dan O'Neill,
from Springsted, will be present at the October 27, 1992 Port
Authority meeting to give Springsted's recommendation for the
issuance of these bonds and to answer any questions that you may
have.
This resolution that the Port Authority is adopting accepting
bids and awarding sale, is worded to be contingent upon Council
adoption of an ordinance pledging the full faith and credit of
the City for the payment of the bonds. This ordinance is
necessary based on advice we have received from Briggs and
Morgan, our legal consultants on bond matters.
Because the bid opening is not until Tuesday morning, you will
receive information regarding the bids at the meeting that
evening.
RECOMMENDED ACTION: Motion to adopt a RESOLUTION ACCEPTING OFFER ON
THE SALE OF $3,425,000 GENERAL OBLIGATION MUNICIPAL BUILDING BONDS,
SERIES 1992E, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE
PAYMENT THEREOF.
COUNCIL ACTION:
ROSEMOUNT
FORT AUTHORITY
DAKOTA COUNTY, MINNESOTA
RESOLUTION 1992 -
RESOLUTION ACCEPTING OFFER ON THE
SALE OF $3,425,000 GENERAL OBLIGATION MUNICIPAL
BUILDING BONDS, SERIES 1992E, 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 $3,425,000
General Obligation Municipal Building Bonds, Series 1992E,
pursuant to Minnesota. Statutes, Sections 469.060 and Chapter 475
to provide funds to finance a municipal ice arena and a portion
of the costs of an auditorium and banquet facility, allofwhich
are being constructed as a part of a multipurpose community
center -national guard armory; and
C. WHEREAS, the City of Rosemount (the "City") has,
by its ordinance No. , adopted r 1992, 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 11:00 A.M., this same
day:
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Bidder Interest Rate
Net Interest Cost
NOW THEREFORE, BE IT RESOLVED by the Board of
Commissioners of the Rosemount port Authority of the City of
Rosemount, Minnesota, as follows:
1. .Acceptance of Offer. The offer of
(the "Purchaser"), to
purchase $3,425,000 General Obligation Municipal Building Bonds,
Series 1992E 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 suet 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; Or' final Issue Date! Denominations:
Maturities. The Bonds shall be titled "General.. Obligation
Municipal Building Bonds, Series 1992E", shall be dated
November 1, 1992, as the date of original issue and shall be
issued forthwith'on or after such date as fully registered bonds.
The Bonds shall be numbered from R-1 upward in the denomination
of $5,000 each or in any integral multiple thereof of a single
maturity. The Bonds shall mature on February l in the years and
amounts as follows:
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Year
Amount
Year
Amou
1994
$ 65,000
2007
$1300000
1995
110,000
2008
140,000
1996
120,000
2009
145,000
1997
135,000
2010
150,000
1998
170,000
2011
165,000
1999
180,000
2012
180,000
2000
60,000
2013
1.90,000
2001
75,000
20144
155,000
2002
85,000
2015
165,000
2003
95,000
2016
180,000
2004
105,000
2017
190,000
2005
115,000
2018
200,000
2006
120,00o
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3. Purpose,. The Bonds shall provide funds for the
construction and equipping of a municipal ice arena and a portion
of the costs of an auditorium and banquet facility which are
being constructed as a part of a multipurpose Community center -
national guard armory (the "Project") in the City. The total
cast 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. 2nterest. The Bonds shall bear interest payable
semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 1993, calculated
on the basis of a 360 -day year of twelve 30 -day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity
Year
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Interest
-Rate
Maturity
Year
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Interest
Rate
0
5. Redemption. All Bonds maturing in the years
2004 through 2018, both inclusive, shall be subject to redemption
and prepayment at the option of the Authority on February 11
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 spaoific 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
227358
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redemption shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount
of such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it %hall 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
farm 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
Principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
6. Band Registrar. P
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 it the form of Bond and paragraph 13 of this
resolution.
7, FoM_ot Bond. The Bonds, together with the Bond
Registrar's Certificate of Authentication, the farm of Assignment
and the registration information thereon, shall be in
substantially the fallowing form:
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UNITED STATES OF AMERICA
STA'V'E OF MINNESOTA
DAKOTA COUNTY
RO,SEMOUNT "PORT AUTHORITY
GENERAL OBLIGATION MUNICIPAL BUILDING
BOND, SERIES 1992E
INTEREST MATURITY DATE OF
RATE DATE PRIGINAL ISSUETf�-SIP
NOVEMBER 1, 1992
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 l and August 1 of each year (each, an
"Interest Payment Date„), commencing August 1, 1993, 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 Bona, Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next
"--pr�cecsirtg such interest rayment 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 morney becomes available for
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payment of the defaulted interest. Notice of the Special Record
Date shall be given to Bondholders not less than ten days prior
to the Special Record Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of the
United States of America.
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 YS HEREBY CERTIFIED AND RECITED that alb. 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 Bona, 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 lizaitation 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, the corporate seal of
the Issuer having been intentionally omitted as permitted by law.
227356
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of thQ
Bonds described in tate
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
Registrable by:
Payable at:
ROSEMOUNT PORT AUTHORITY
DAKOTA COUNTY, MINNESOTA
/sf Facsimile
Chair
/s/ Facsimile
Secretary
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ON REVERSE OF BOND
Redempt o . All Bonds of this issue maturing in the
years 2004 through 2018, both inclusive, are subject to
redemption and prepayment at the option of the Issuer 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 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.
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To effect a partial redemption of Bonds having a common maturity
date, the BondRegistrarshall 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 Bands 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 Band, without service change, 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; Genera ObThis Bond is
one of an issue in the total principal amount of $3,425,000, 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
227358
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pursuant to a resolution adopted by the Board of Commissioners on
October 27, 1992 (the "Resolution"), for the purpose of providing
funds to finance the constitution and equipping of a municipal
ice arena and a portion of the costs of an auditorium and banquet
facility, which are being constructed as a part of a multipurpose
community center -national guard armory in the City. This Bond is
payable out of the General obligation Municipal Building Bonds,
Series 1992E Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing
Powers of the Issuer have been and are hereby irrevocably
pledged.
pp -Dominations; Exchange; Resolution. The Bonds are
issuable solely as ful-1y registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with the
Bond registrar. Thereupon the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, in exchange for this
Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or "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.
ees =ton Tra=gr 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 RAaisterecl 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
227358
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neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary,
Qualified Tax -Exempt obligations. 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
(Cost) (Minor)
under the Uniform
(State)
Transfers to Minors Act
227356
Additional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby seJ16,
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 revery 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.
The Bond Registrar will not effect transfer of this Bond
unless the information concerning the transferee requested below
is provided.
Name and Address:
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(Include information for all joint owners
if the Bond is held by joint account,)
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a. Execution • Te a ds. The Bonds 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 facsimile; and provided further that both of such
signatures may be printed facsimiles and the corporate seal may
be omitted on the Bonds as permitted by law. In the event of
disability or resignation or other absence of either such
officer, the Bonds may be signed by the 3nanual, or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case either such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the }fonds, 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 form
hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the 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 November 1, 1992. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this resolution.
10. Registration_, Transfer: Exchange. The 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.
227358
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11. Rights Upon Transfer or RxchanSc. 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. Tr►tt2rgMt 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 (lath) day of
the calendar month next preceding such Interest Payment Date (the
"Regular Record Date"). Any such interest not so timely paid
shall cease to be payable to the person who is the Bolder 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: Annlication 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 Account%. There is hereby created a
special fund to be designated the "General Obligation Municipal
Building Bonds, Series 1992E 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
naintained 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 "capital Account" and "Debt Service Account",
respectively.
(i) Capital Agcount. To the Capital 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
227358
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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, insert the date of registration (as provided in
paragraph 1o) 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 transferors 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.
2271"
13
' 1 1 `v C I -f' C7 *n ? "fi)J C7- i f 11 ' :V
-- ? � (1 � �:^ . � i r uJ�� r �rn�.; �
in excess of $3,366,775, and less 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
February 1, 1994). From the Capital 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 $3.366,775; (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 February 1,
1992); (d) any collections of all taxes herein or hereafter
levied for the payment of the Bonds and interest thereon; (a) 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, including but not limited to net revenues
of the ice arena and tax increments derived from any tax
increment district established within the Redevelopment Area,
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 acid 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 $100,00o. 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
227358
15
J,
7' P, 1 'T ;' F. ;- U n- rT 'Trr A.Ar (7,IJT Pis nn;
„1 -;: � c/ I .11 7 ni �T �� '-0Q yin ruJ eru.L
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"
:wade available under the federal arbitrage regulations. Money in
the Fund shall not be invested in obligations or deposits issued
by, guaranteed by or insured by the United states or any agency
or instrumentality thereof if and to the extent that such
investment would cause the Bonds to be "federally guaranteed"
within the meaning of Section 149(b) of the Internal Revenue Code
Of 1986, as amended (the "code").
16. Tax Levy Coverage 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 Authority 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
Levy T Collection
1992
1993
1993
1994
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
2010
2011
2011
2012
2012
2013
2013
2014
2014
2015
2015
2016
2016
2017
Amount
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
227358
16
v %n_I+Tn�J}lY X11'\i�T�/ �r> ,•. �^('�� I IU J�� le i. (1 f. >-�. �!J nn�! ?rw1 �.iL7£15r!�lAf �-�r _" Tnl:
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 Oblig tion 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 , 1992, 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 dun on the Bonds and any other bonds payable there-
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 Registration. 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 Auditors 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. Negative Covenant as to Use of Project. 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. Tnvestment imitations• Rebate. The Authority
shall comply With requirements necessary under the Code to
227358
17
�_IQ/ 7i. 1 1 ii 'nI (iiT,T� r}7i�p iii 7,107nVJ-Tn 41jJ:'11Jninr frhJV Q!Z•`1'tr 1a'l1ITT
establish and Maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States.
The Bonds are a "construction issue" within the meaning
of Section 148(f)(4)(C)(iv) of the Code since at least 75 percent
of the "available construction proceeds" of such issue (as
defined in Section 148(f)(4)(C)(iv) of the Code) are to be used
for construction expenditures. Therefore, the Authority need not
rebate any earnings on the "available construction proceeds" of
the Bonds if all "available construction proceeds" are expended
in the amounts and within the time periods required by Section
1$8(f)(4)(C)(iv) of the Code. The Authority expects to spend -all
such moneys within such periods. The Authority does not elect
the penalty provision of Section 148 (f) (4) (C) (vii) of the Code
but elects to pay rebate on the "available construction proceeds"
if the spend down requirements of Section 148(f)(4)(C)(ii) of the
Code are not not.
.
22. Designation or Qualified Tax-txempt obligations.
In order to qualify the Bonds as "qualified tax-exempt
obligations" 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 1992 will not exceed
$10,000,000; and
(e) not more than $10,000,000 of obligations issued by
the Authority during this calendar year 1992 have been
designated for purposes of Section 265(b)(3) of the -Code.
23. Defeasance. When all Bands have been discharged
as provided in this paragraph, all pledges, covenants and other
rights granted by this resolution to the registered holders of
227358
18
_ n�>r. 'iii 77: F� '?: ^>: f 1 7F >7'�1 (?u„1 C`Q� >77 71! -rv7' lrynt,n'ni !"s,,-[1 M7r Jen:•
the Bonds shall, to the extent permitted by law, cease. The
Authority may discharge its obligations with respect to any Bonds
which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment
thereof in full; or if any Bond should not be paid when due, it
may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with
interest accrued to the date of such deposit. The 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
in full, provided that notice of redemption thereof has been duly
given. The Authority may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions
of law now or hereafter authorizing and regulating such action,
by depositing irrevocably in escrow, with a suitable banking
institution qualified by law as an escrow agent for this purpose,
cash or securities described in Minnesota Statutes, section
475.67, Subdivision 6, 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. Cgpnliance with RaLmhursement Bond Regulations.
The provisions hereof are intended to establish and provide for
the Authority's compliance with United States Treasury
Regulations Section 1.103-18 (the "Reimburrsement 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 issuance of the Bonds (an
"Expenditure").
follows: The Authority hereby certifies and/or covenants as
227358
(a) On or before the date of payment of each
.Expenditure, the Authority (or person designated
to do so on behalf of the Authority) made or will
have made a written declaration of the'Authorityts
official intent (a "Declaration") which
effectively (i) states the Authority's intention
and reasonable expectation to reimburse itself for
the payment of the 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/or identifies a specific fund or
account of the Authority and the general
iv]
1'TQ +>: I 7F >7'f11fTUi X1-00 >:: 7!i 71)V ',n \t'*TrnrnT rTVI Q171 * nt:
2273sa
functional purpose thereof from which the
Expenditure was to be paid (collectively the
"Project"); (iii) states the maximum principal
amount of debt expected to be issued by the
Authority for the purpose of financing the
Project; and (iv) states specifically that the
Declaration is a declaration of official intent
under Treasury Regulations Section 1.103-18;
provided, however, that no such Declaration shall
necessarily have been made with respect to
"preliminary expenditures" for the Project,
defined in the Reimbursement Regulations to
include engineering or architectural expenses and
similar prefatory expenses, which in the aggregate
do not exceed 20% of the "issue price" of the
Bonds.
(b) Notwithstanding the foregoing provisions of
paragraph (a) above, with respect to Expenditures
made by the Authority prior- to March 2, 1992, the
Authority hereby represents that there exists
objective evidence, within the meaning of the
Reimbursement Regulations, that at the time the
Expenditure was paid the Authority expected to
reimburse the cast thereof with the proceeds of a
borrowing.
(c) As of the date of each Declaration, there were not
and were not thereafter expected to become
available sources of Authority funds which were or
.were expected to be dedicated or otherwise
available on a long --term basis to provide
financing for the Expenditure or Project.
(d) Each Declaration was made a part of the publicly
available official books, records or proceedings
of the Authority and was continuously available
for inspection by the general public at the
Authority Hall during regular Authority hours
beginning not later than 30 days after the making
of the Declaration and continuing through the date
of issuance of the Bonds, as required by the
Reimbursement Regulations.
(e) Each Expenditure, other than the costs of issuing
the Bonds, is a capital expenditure, that is, a
cost of a type that is properly chargeable to a
capital account (or would be with a proper
election) under general federal income tax
principles.
20
0 00ii 77' I I STC% tl> 7Fi ,>7 ��� f TUJ) C 17 0.J >7i i 10 rl ^jJJ'i`. A?U1 fl'Ai CN7W ��l:l t_,_
FROM BRIGGS AND MORGAN ST, PAUL 612 223 6645 (FRI)I0, 23' 92 13:16 /ST, 13:14/ NO, 3360015-098 P, 3/3
(f) The "reimbursement allocation" described in the
Reimbursement Regulations for each 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 one year after payment of the
Expenditure or one year after the date on which
the Project to which the Expenditure relates is
first placed in service.
(g) Each such reimbursement allocation will be -
evidenced by an entry on the offioia.l books or
records of the Authority maintained for and in
connection with the Bonds and will specifically
identify the actual prior Expenditure or Project
or, in the case of the reimbursement of a
particular fund or account described in the
applicable Declaration, the fund or account from
which the Expenditure was paid.
(h) The Authority is unaware of any facts or
circumstances which would cause it to question the
reasonability or accuracy of the content of this
paragraph or of any of the Declarations, or its
compliance with any of the covenants herein or
therein, including without limitation the
Authority's failure to issue qualifying
reimbursement bonds for costs for which it has
made declarations of official intent, absent
extraordinary and unforeseeable circumstances of
the kind described in the Reimbursement
Regulations.
25. Severability. If any section, paragraph or
provision of this resolution shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this resolution.
26. Headings. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
27. Effectiveness. This resolution shall become
effective only upon adoption by the City Council of an ordinance
authorizing the pledge of the City's full faith and credit to the
payment of the Bonds.
227358
21
Adopted this 27th day Of October, 1992.
Chair
ATTEST:
Executive Director
Motion by:-' Seconded by:
Voted in favor:
Voted against:
227356
22
I 7F >7'f T LT J�LQO n77 7 1 V i U
STATE OF MINNESOTA
COUNTY OF DAKOTA
ROSEMOUNT PORT AUTHORITY
I, the undersigned, being the duly qualified and acting
Secretary of the Fort 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, $3,425,000 General Obligation
Municipal Building Bonds, Series 1992E of said Authority.
WITNESS my hand this day of , 1992.
227,358
secretary
23
fll! nn TO/ OC' ' C-7 ' i TUJ) ( �, 7 70VI 'Try
CITY OF ROSEMOUNT
PORT AUTHORITY
SPECIAL MEETING
A G E N D A
OCTOBER 27, 1992
7:30 P.M.
1. CALL TO ORDER
2. ACCEPT BIDS/AWARD SALE - G.O. MUNICIPAL BUILDING BONDS,
1992E
3. ADJOURNMENT
ROSEMOUNT PORT AUTHORITY
EXECUTIVE SUMMARY FOR ACTION
PORT AUTHORITY COMMISSION MEETING DATE: October 27, 1992
AGENDA ITEM:
G.O. Municipal Building Bonds,
AGENDA SECTION:
Series 1992E
- Accept Bids & Award Sale
New Business
PREPARED BY:
AGENDA NOEIE�►/�
Jeff May, Finance
Director
��ya'' ti
ATTACHMENTS:
Draft Resolution
A' OVE BY:
At 11:00 A.M., Tuesday, October 27, 1992, sealed bids for G.O.
Municipal Building Bonds, Series 1992E, will be opened and the
results tabulated at the offices of Springsted Inc. Dan O'Neill,
from Springsted, will be present at the October 27, 1992 Port
Authority meeting to give Springsted's recommendation for the
issuance of these bonds and to answer any questions that you may
have.
This resolution that the Port Authority is adopting accepting
bids and awarding sale, is worded to be contingent upon Council
adoption of an ordinance pledging the full faith and credit of
the City for the payment of the bonds. This ordinance is
necessary based on advice we have received from Briggs and
Morgan, our legal consultants on bond matters.
Because the bid opening is not until Tuesday morning, you will
receive information regarding the bids at the meeting that
evening.
RECOMMENDED ACTION: Motion to adopt a RESOLUTION ACCEPTING OFFER ON
THE SALE OF $3,425,000 GENERAL OBLIGATION MUNICIPAL BUILDING BONDS,
SERIES 1992E, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE
PAYMENT THEREOF.
COUNCIL ACTION:
ROSEMOUNT
PORT AUTHORITY
DAKOTA COUNTY, MINNESOTA
RESOLUTION 1992 -
RESOLUTION ACCEPTING OFFER ON THE
SALE OF $3,425,000 GENERAL OBLIGATION MUNICIPAL
BUILDING BONDS, SERIES 1992E, 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 469.1347
B. The Board of Commissioners has heretofore
determined that it is necessary and expedient to issue $3,425,000
General Obligation Municipal Building Bonds, Series 1992E,
pursuant to Minnesota Statutes, Sections 469.060 and chapter 475
to provide funds to finance a municipal ice arena and a portion
of the costs of an auditorium and banquet facility, all of which
are being constructed as a part of a multipurpose community
center -national guard armory; and
C. WHEREAS, the City of Rosemount (the "City") has,
by its ordinance No. adopted r 19921 agreed to
pledge its full faith and credit towards the payment of the
Bonds, as required under the provisions of Minnesota Statutes,
Section 469.0607
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 11:00 A.M., this same
day:
227358
�_ nnn-u�om ,QN /7,7: 11 'is/ r/,: i f fR ,r7'ni ,j1 0b00 C-7 7.10 7n4; 'T=,{
Bidder Interes at
Het Interest Cost
NOW THEREFORE, BE IT RESOLVED by the Board of
Commissioners of the Rosemount port Authority of the City of
Rosemount, Minnesota, as follows:
1. .Acceptance of Offer. The offer of
(the "Purchaser"), to
purchase $3, 2511000 General Obligation Municipal Building Bonds,
Series 1.992E 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 f=um 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• Or incl Issue Date Denominations:
Maturities. The Bonds shall be titled "General Obligation
Municipal Building Bonds, Series 1.992E", shall be dated
November 1., 1992, as the date of original issue and shall be
issued forthwith'on or after such date as fully registered bonds.
The Bonds shall be numbered from R-1 upward in the denomination
of $5,000 each or in any integral multiple thereof of a single
maturity. The Bonds shall mature on February 1 in the years and
amounts as follows:
227358
Year
Amount
Year
Amoujit
1994
$ 65,000
2007
$130,000
1995
110,000
2008
140,000
1996
120,000
2009
145,000
1997
135,000
2010
150,000
1998
170,000
2011
165,000
1999
18011000
2012
180,000
2000
60,000
2013
190,000
2001
75,000
2014
155,000
2002
S5,000
2015
165,000
2003
95,000
2016
180,000
2004
105,000
2017
190,000
2005
115,000
2018
200,000
2006
120,000
2
/.77; 11 'TP/ t7 e, I 1 7F, >7'�f (1?J I1 ChO�J ��7 ]1!` 7n,yr �.ry V7741.1r!-I-A_ rNv �47;_v p�nx--
3. Purpose. The Bonds shall provide funds for the
construction and equipping of a municipal ice arena and a portion
of the costs of an auditorium, and banquet facility which are
being constructed as a part of a multipurpose community center -
national guard armory (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`,), commencing August 1, 1993, calculated
on the basis of a 360 -day year of twelve 30 -day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity Interest
Maturity Interest
Year _Rate
Year Rate
1994 $
2007
1995
2008
1996
2009
1997
2010
1998
2011
1999
2012
2000
2013
2003
2014
2002
2015
2003
2016
2004
2017
2005
2018
2006
5. Redemption. All Bonds maturing in the years
2004 through 2018, both inclusive, shall be subject to redemption
and prepayment at the option of the Authority on February it
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
227358
3
IJ i77 � � �.Tu/ };7' I I 7F ti '0� i�1JJ) ("^!ln C77 7f r'e)V? r -r1 �i Vf11,j 11'Ar rA1U
redemption shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount
of such Bond. The Bond Registrar shall then select by lot, using
such method of selection a 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 riot,,, 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 Bona so surrendered.
6. Bond Registrar. F
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 _o£ 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:
227358
4
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R -
INTEREST
RATE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
ROSEMOUNT PORT AVTHORITY
GENERAL OBLIGATION MUNICIPAL BUILDING
BOND, SERIES 1992E
REGISTERED OWNERS
PRINCIPAL AMOUNT:
MATURITY DATZ OF
DATE - ORIGINAL ISSUE
NOVEMBER 1, 1992
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 August 1 of each year (each; an
"Interest Payment Date"), commencing August 1, 1993, 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 _ naive 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
227358
5
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payment of the defaulted interest. Notice of the Special Record
Date shall be given to Bondholders not lass 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, the corporate seal of
the Issuer having been intentionally omitted as permitted by law.
227356
6
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized signature
227358
Registrable by:
Payable at;
ROSEMOUNT PORT AUTHORITY
DAKOTA COUNTY, MINNESOTA
fsf Facsimile
Chair
f.�+f nr , Z.jF ^ C /.I1 InS T ITQ V ITI(i1AT rrNj� fi �q vT UT Tlrl\ST.
7. : 1 P, n T T � '? � _ ? t%
ON REVERSE OF BOND
Redempt o . All Bonds of this issue maturing in the
years 2004 through 2016, both inclusive, are subject to
redemption and prepayment at the option of the Issuer 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 Issuer; and if only part of
the Bonds having a common maturity date are called for
prepayment, the speoific 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.
SelectiMn of Bonds for Rede tion• Partial Red m tion.
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 $5,0.00 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 Halder 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_ Obligation. This Bond is
one of an issue in the total principal amount of $3,425,000, 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
227358
s
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pursuant to a resolution adopted by the Board of Commissioners on
October 27, 1992 (the "Resolution"), for the purpose of providing
funds to finance the constitution and equipping of a municipal
ice arena and a portion of the costs of an auditorium and banquet
facility, which are being constructed as a part of a multipurpose
community center -national guard armory in the City. This Bond is
payable out of the General obligation Municipal Building Bonds,
Series 1992E Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing
powers of the issuer have been and are hereby irrevocably
pledged.
.-enominations Exchange; Resolution. The Bonds are
issuable solely as fully registered bonds in the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered Bonds of otherauthorizeddenominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the wanner
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 u on Trans a,r or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or ether
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Registered owners. The Issuer and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and
227358
9
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neither the Issuer nor the Bond Registrar shall be affected by
notice to the contrary.
Oualified Tax-EXQ= Obligations. 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
UTRA - as custodian for
(Cost) (Minor)
under the Uniform
(State)
Transfers to Minors Act
zzr3sa
Additional abbreviations may also be used
though not in the above list.
10
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the within Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the
premises.
Dated;
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges.
The Bond Registrar will not effect transfer of this Bond
unless the information concerning the transferee requested below
is provided.
Name and Address:
ZZ7355
(Include information for all joint owners
if the Bond is held by joint account.)
11
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a. ExecutionL-TeiqRor4ry Bonds. The Bonds 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 facsimile.; and provided further that both of such
signatures may be printed facsimiles and the corporate seal may
be omitted on the Bonds as permitted by law. in the event of
disability or resignation or other absence of either such
officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. in case either such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery. The 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 form
hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person, The Bond Registrar shall authenticate the signatures of
Officers of the 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 November 1, 1992. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has
been authenticated and delivered under this resolution.
10. Registrations Transfer: Exchange. 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.
227358
12
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11. Rights Upon Transfer or Exchange. Each Bond
delivered upon transfer of or in exchange for or in lieu of any
other Bond shall, carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
12. Interest -Payment, --Record Date. Interest on any
Bond shall be paid on each Interest Payment Date by check or
draft mailed to the person in whose name the Bond is registered
(the "Holder") on the registration books of the 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 preceding such Interest Payment Date (the
"Regular Record Date"). Any such interest not so timely paid
shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person
who is the Holder thereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the Holders not less than ten (10) days prior to the Special
Record Date.
13. Treatment of Registered Owner. The 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 Municipal
Building Bonds, Series 1992E 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 "Capital Account" and "Debt Service Account",
respectively.
(i) Capital Account. To the Capital 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
227338
14
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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, insert the date of registration (as provided in
paragraph 10) of, and deliver, in the naive 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.
2zn3 ?G
13
•T n/ (1C I1 7'1-: C;'Q1(TVJ0:: �1� nV�'in \IV1)U.',T4* (TSV .� �_i nn-
in excess of $3,366,775, and less 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
February 1, 1994). From the Capital 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 Accounts, (a) all accrued interest received upon
delivery of the Bands; (b) all funds paid for the Bonds in excess
of $3,366,775; (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 February 1,
1992); (d) any 0ollections 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, including but not limited to net revenues
of the ice arena and tax increments derived from any tax
increment district established within the Redevelopment Area,
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 Bands were issued and (2) in addition to the above
in an amount not greater than the lesser of five percent (5%) of
the proceade 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
22735a
15
TZJ.Ti r-!�Q t's'r' /1Q 7r) T'j`t \rVriUn_-Af /_4't,]
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
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; Coverage Test. To provide moneys for
payment of the principal and interest an the Bonds there is
hereby levied upon all of the taxable property in the Authority 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
Levy
1992
3993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Year of Tax
Collection
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
Amount
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
227358
16
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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, 1992, 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-
from, the deficiency ahall 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. ertificate of Registration. 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 Auditors 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 otherwise known to
them, and all such certified copias, certificates and affidavits,
including any heretofore furnished, shall be deemed represen-
tations,of the Authority as to the facts recited therein.
20. Negative Covenant as to Use of Project. 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
227358
17
T P i -n 11 -F n�' 1 IrzJJi C+'O ;- -1n ' VJ'TQ �Vn=.>nAr r!'V .'_��`Lr ?rte„--
establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation (1) requirements relating to temporary periods
for investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States.
The Bonds are a "construction issue" within the meaning
of Section 148(f)(4)(C)(iv) of the Code since at least 75 percent
of the "available construction proceeds" of such issue (as
defined in Section 148(f)(4)(C)(iv) of the Code) are to be used
for construction expenditures. Therefore, the Authority need not
rebate any earnings on the "available construction proceeds" of
the Bonds if all "available construction proceeds" are expended
in the amounts and within the time periods required by Section
148(f)(4)(C)(iv) of the Code. The Authority expects to spend. -all
such moneys within such periods. The Authority does not elect
the penalty provision of Section 148(f)(4)(C)(vii) of the Code
but elects to pay rebate on the "available construction proceeds"
if the spend down requirements of Section 148 (f) (4) (C) (ii) of the
Code are not ret.
22. Desi 'ed TAX-txemp± obligations.
In order to qualify the Bonds as "qualified tax-exempt
obligations" 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 1992 will not exceed
$10,000,040; and
(e) not more than S10,000,000 of obligations issued by
the Authority during this calendar year 1992 have been
designated for purposes of Section 265(b)(3) of the.+Code.
23. D-efeasance. 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
227358
18
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the Bonds shall, to the extent permitted by law, cease. The
Authority may discharge its obligations with respect to any Bonds
which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment
thereof in full; or if any Bond should not be paid when due, it
may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with
interest accrued to the date of such deposit. The Authority vaay
also discharge its obligations with respect to any prepayable
Bonds called for redemption on any date when they are prepayable
according to their terms, by depositing with the Bond Registrar
on or before that date a sum sufficient for the payment thereof
in full, provided that notice of redemption thereof has been duly
given. The Authority may also at any time discharge its
obligations with respect to any Bonds, subject to the provisions
of law now or hereafter authorizing and regulating such action,
by depositing irrevocably in escrow, with a suitable banking
institution qualified by law as an escrow agent for this purpose,
cash or securities described in Minnesota Statutes, Section
475.67,'Subdivision 8, bearing interest payable at such times and
at such rates and maturing on such dates as shall be required,
subject to sale and/or reinvestment, to pay all amounts to become
due thereon to maturity or, if notice of redemption as herein
required has been duly provided for, to such earlier redemption
date.
24. Compliance with Reimbursement Bond Regulations.
The provisions hereof are intended to establish and provide for
the Authority's compliance with United States Treasury
Regulations Section 1.103-18 (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 issuance of the Bonds (an
"Expenditure").
follows:The Authority hereby certifies and/or covenants as
227358
(a) On -or before the date of payment of each
Expenditure, the Authority (ox person designated
to do so on behalf of the Authority) made or'will
have made a written declaration of the Authority's
official intent (a "Declaration") which
effectively (i) states the Authority's intention
and reasonable expectation to reimburse itself for
the payment of the 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/or identifies a specific fund or
account of the Authority and the general
19
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22r3ss
functional purpose thereof from which the
Expenditure was to ba paid (collectively the
"Project"); (iii) states the maximum principal
amount of debt expected to be issued by the
Authority for the purpose of financing the
Project; and (iv) states specifically that the
Declaration is a declaration of official intent
under Treasury Regulations Section 1,103-18;
provided, however, that no such Declaration shall
necessarily have been made with respect to
"preliminary expenditures" for the Project,
defined in the Reimbursement Regulations to
include engineering or architectural expenses and
similar prefatory expenses, which in the aggregate
do not exceed 20% of the "issue price" of the
Bonds.
(b) Notwithstanding the foregoing provisions of
paragraph (a) above, with respect to Expenditures
made by the Authority prior to March 2, 1992, the
Authority hereby represents that there exists
objective evidence, within the meaning of the
Reimbursement Regulations, that at the time the
Expenditure was paid the Authority expected to
reimburse the cost thereof with the proceeds of a
borrowing.
(e) As of the date of each Declaration, there were not
and were not thereafter expected to become
available sources of Authority funds which were or
were expected to be dedicated or otherwise
available on a long-term basis to provide
financing for the Expenditure or Project.
(d) Each Declaration was made a part of the publicly
available official books, records or proceedings
of the Authority and was continuously available
for inspection by the general public at the
Authority Hall during regular Authority hours
beginning not later than 30 days after the making
of the Declaration and continuing through the date
of issuance of the Bonds, as required by the
Reimbursement Regulations.
(e) Each Expenditure, other than the costs of issuing
the Bonds, is a capital expenditure, that is, a
cost of a type that is properly chargeable to a
capital account (or would be with a proper
election) under general federal income tax
principles.
20
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(f) The "reimbursement allocation" described in the
Reimbursement Regulations for each 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 one year after payment of the
Expenditure or one year after the date on which
the Project to which the Expenditure relates is
first placed in service.
(g) Each such reimbursement allocation will be
evidenced by an entry on the official books or
records of the Authority maintained for and in
connection with the Bonds and will specifically
identify the actual prior Expenditure or Project
or, in the case of the reimbursement of a
particular fund or account described in the
applicable Declaration, the fund or account from
which the Expenditure was paid.
(h) The Authority is unaware of any facts or
circumstances which would cause it to question the
reasonability or accuracy of the content of this
paragraph or of any of the Declarations, or its
compliance with any of the covenants herein or
therein, including without limitation the
Authority's failure to issue qualifying
reimbursement bonds for costs for which it has
made declarations of official intent, absent
extraordinary and unforeseeable circumstances of
the kind described in the Reimbursement
Regulations.
25. Severatbilty. 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.
26. Headincts. Headings in this resolutionareincluded for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
27. Effectiveness. This resolution shall become
effective only upon adoption by the City 'Council of an ordinance
authorizing the pledge of the City's full, faith and credit to the
payment of the Bonds.
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21
Adopted this 27th day of October, 1992,
Chair
ATTEST:
Executive Director
Motion by: Seconded by:
Voted in favor:
Voted against:
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22
t t
i� �Iti �r i ri ��1 �T�T:T1.'frTnVT R�,TV -?_—
STATE OF MINNESOTA
COUNTY OF DAKOTA
ROSEMOUNT PORT AUTHORITY
I, the undersigned, being the duly qualified and acting
Secretory 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, $3,425,000 General obligation
Municipal Building Bonds, Series 1992E of said Authority.
227358
WITNESS my hand this day of , 1992.
Secretary
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