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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 tv' # 2 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: 227358 //7, 11 'TV '7.:I 1 f,�S ,r� �I.i� (PjJ)too r/'.i. 710, 7nWJti 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: 227358 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 2 'AV / .,. ,n� rt1�� -Y l"l., 't_y A';l ✓o�L(,1ni__ 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 3 rn-Ci n,n 0>> , 'nor /,7' 1 1 'TQ✓ +77' 11 ;F 'n /TIJj lh � n;, lin 7 n n k,r�j✓1T?n?Ar r;nrty ti. 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: 227358 4 J7S-7lilll hili ,-% \T ', 7:J ,.�,�/ 4('. 1 /.!) .>f ,III IT?�T\ AL'.J �l r%i I?. 'T� �1 t:� �1 R - 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 227358 5 ,x7'(11 (1??dl Cb0Q rf7. 7,1Q 'i(1K?'T� ^iXr�,T?�?a1 F1 VV 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 6 ;nn-P.i /�nn 'TQ/ (» 7F ,� i�rr r 'Tn k nirr r V C ri'*' n' nn4rr n^_ i1 : C.: I I '!lI ( I !„bQQ 77 i I r RnV_ ;1V_ V - 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 227358 7 r n-� rt r �,ry tori r; vin z*- ujng dl too 71 � �V-! �tV Ai N 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. �,.... 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 s _ hxrl,_f+IMfO'( 'n1T 77.1 1 'T Q1 'Qi (TU:) hL(1 /1 C�77 7 I r^VTr. C� 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 V �TQ x% 1 1 -p ni 'G��i �L� ;77. 71^ -^L,":'Try ArL,':>trnr; rq;°,J ^..Z��-_� �a•nf__ 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. 10 ;,nFi-c ion � ; v -: 1 1 'i"/ Q7: 1 i ;'7 '(11 ( iudl r � 7? �1 t,u _ _ (� QO C' 71p �Tf1vJ t A-t7n�sn�nr r ry-�"� _ 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: 227358 (Include information for all joint owners if the Bond is held by joint account,) 11 K - (�� >r'�!�i /',? )f'Tn/_Fr:11 7F ;]'01(TUJl !t70 ;�� 71� int71'iry +vt�t_n;�r r�T'4 .�n'_r rant-- 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 12 •_ rx _ _ � r'I Ire r •U-\ � ( •,�.,/ f}(I %, {'t r i �r� � � - J l C t7 (AA : Q. A,. (` 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 14 -, *_ ^r(1_f+i rinnf�r� �/�,r /?v 11 �I.ry/ �ln. I 1I.�! n �n a �r T + �II( '.rl !i� �-1-o -if0 7r)V n inAt rti rvytn,S �'ni 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 rx� inn n i7-•�I � R/ yr:.J� 7 �n TU JT l� >r: ?rn ti tnnr r., �T i.. n `�rV_. T .Iri_ •:J �'\n Z7 nn?-._ 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 'i,".,/ Q7: 1 rF x7,'(11 Ijt; 4 VOQ X7.7 7.10 I�VJ'T; VVq' MAI (,VIV Cn:�}it etnr 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 "xn- �nnor c �n^1 '7 1 1 'Try/ C7' 1 1 7F >7'�I (Tilil f t� ;77 7!!} �r1U1'Try r;U. ylnnr rr,'V C^n*r nr- 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 �- OrY`µ'nV I7?T TIT nLnn n7. JIn nnU. r.n ^J�"ti_AW I?gry 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 I I # T ,Q/ n- ;_7 ' rn„ nil r77 r T Vn 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 �". rnin_('illl l`JtY O� Vii; 1 �TP� eQ7 � � i.F? i�r �nI �Tu �T� (; !�(}n n�7 �(� r(lVT 'T Q RijJnu­iAf ­,fJ 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 : "%�-����Q�r �(�!1 ;J' 'TP ��, f rF ;7•Ql /i�JJI !�Q ;.; 71 7 ^nar'?n yVl�rner rk;V C, 7A- +a-nt__ 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 ry - �- , - _ % r. I I rr ,>.r. r l f 1� r Ct �J�J^ii ?(vJ 1i FT 1a-n'n, ( �j ;+.�� �_Z " .- 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 ./�7 -� I1 #T I (� �n r: �n� {Tu?} nL0� r'( /�.�� 7nV Try VIaP;Un Ai (?"14 i..!'t!'; T[ 7 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 ei; / r'> I f r.F „1?T wr �', n���r 77 7! -!NJ Try �rL r. S'l1 iA! ('qrj] C�'1 n, -T. -r" W.^. 1_ 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 n1; 'i%; l 1 'T: >:1 1 7ti Q 1 (T11J 1 ?f`iT: 1rlj;�sJr1-A? I t t7 C:�:�',ti ^'�'•': 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 x^_nrn;; TU J) (1-7 nlj n 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 ' ! �_ x(I_C I i IFIO> I 'O�f i 1 1 ' T Q / t7r 77 , ,r % �n l ( TU JI�'j?�� lir J I (.J rf 1 J � i. Q A�u•`�'•�t�,tr r VTV n�'t�'17U iAinj: _ FROM BRIGGS AND MORGAN ST, PAUL 612 223 6645 (FRI) 10, 23' 92 13:16 /ST, 13.14/ NO, 3360015-093 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 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. 227358 21 Adopted this 27th day of October, 1992, Chair ATTEST: Executive Director Motion by: Seconded by: Voted in favor: Voted against: 227359 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 23 v _ nr occ * n� I/ yi' 11.'T `+� �n. % n� 'ni (TU JC 71Q 'iOV T.r T(V �7WV Lr�lhr R�'V �1.i1!'�T t -_ +nshr_