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HomeMy WebLinkAbout6.b. 1988 Tax Increment Bonds / Award Bid; Authorize Tax Increment Pledge AgreementTO: Mayor Hoke -- 6/osemotl Councilmembers Napper Oxborough Walsh Wippermann FROM: Susan Johnson, Deputy Clerk DATE: May 13, 1988 RE: Bond Sale for Redevelopment Project City Administrator Stephan Jilk has received the attached documents from Briggs & Morgan, the city's bond attorneys, on the South Robert Square tax increment project. As stated in their cover letter, city council at their meeting on May 17 will be requested to award the sale of the bonds. This will be done by resolution, a draft of which is attached. The other item required as part of this process is to approve and authorize the necessary signatures on the Tax Increment Pledge Agreement between the City HRA and the City of Rosemount which commits the City HRA to transfer tax increment funds to the city's debt service account for payment of principal and interest due on the bonds. This agreement is also attached for your review. Please be advised the bond bid opening will be conducted at 7:30 p.m. as part of the HRA agenda. If you have any questions, please feel free to contact me or Steve. Attachments Y A MATTHEW .I, I.EVITC JOHN D. VAN DE NORTH, JR (.)LP. OP.ULHR RICHARD G. MARE RORRRT M.HOWEN ANDRP.w C. SRLDEN RODERI G. SHARE ANDRE. C. BECHER HURT E. SWANSOR JEFFREY J. KEYES M..J. CALVIN, JR. JAM P.5 E. NELsoN DAVID C. FORSBERO JF.RoMP. A.GEIs JOHN J. MCNEEIs STRVP. A. HRAND MCNP.Ll. V. SEYMOUR. JR. JOEL. If. ,(1to TESMAN JERRY F. RDTMAN KARIN L. WALE TERRNCE N. DOYLE ALAN If. MAcum RICHARD H. KYLE TEPPREY F. SHAW JOHN L. DEVNEY MATTHEw L.LEVITT RONALD f.. SORENSON DAVID G. GREENINo PETER H. SEED DAVID B. SAND SAMUEL L. HANSON JOSEPH P. NoACR RONALD E.ORCHARn 01ARLES R. HAYNOR •.IoltN IMITRE ANDREA M. DOND STF.PHF.N WINNICK T/MOTIIY P. FIAIIERTY AVRoN L(kHtHoN MARTIN H. FINE JOHN R. KP.NEPICE RODENT J. PRATTE THOMAS A. I,ARSON JOHN BULTENA DAVID J. SPENCER JAMES G. RAY DANIEL J. COIR, JR. RICHARD H. MARTIN DOUGLAS L• SHUR TRUDY J. HAL1A MICHAEL H.JERONIMUS MARY L. IPPEL R.ScoTT DAVIEs JAMES A.VOsE J. PATRtcx MCDAVITT ROBYN L. HANsEN LAW OFFICUS . J IGGS ANI) NIORGAN PROFESSIONAL ASSOCIATION 2200 FIRST NATIONAL BANK BUILDING SAINT PAUL, MINNESOTA 66101 TELEPHONE (012) 201-1216 TELEC.OPIER (012) 222-4071 INCLUDING THE FORMER FIRM OF LEVITT, PALMER, BO'WEN, ROTMAN & SHARE May 9, 1988 ✓)Stephan Jilk, City Administrator -Clerk Don Darling, City Treasurer Rosemount City Hall 2875 145th Street W. Rosemount, Minnesota 55068 Dave MacGillivray Springsted Incorporated 85 East Seventh Place, Suite 100 St. Paul, Minnesota 55101 RoRERT E. WOODS WILLIAM J. JOANIR MARGARET K, SAVAOE JOHN K, LLtNOBOE BRIAN G. BELISLE TONY STENRERORR MARY E. SCHAFFNER MICHARL H. STRPATER JOHN H. LINDSTROM RICHARD D. ANDERSON SALLY A. SCOCIOIR DAVID C. MCDoNALD BRUCE W. MOOT'Y ANDRRw R. KiNmROER FREDERICK P ANGST RDDERT L. I,EE ANN TftIWrRODS 61mUoRV J. STENMOP. C HARLEM If. HIx,RRR TENET L•SLYE MAUREEN E. WARREN MARY M. DTRSETH PATRICK M, (TARRY TUtoTnY F. MARX CHERYL A. TnoMAs KEVIN A.BERo MARK SCHROEDER M.Bnloty McDoxouoit Re: $1,100,000 Taxable General Obligation Tax Increment Bonds, Series 1988A, of the City of Rosemount Gentlemen: MICIIAPL J. GRIMES MARIAN M. DURKIN 01TH")PKER (:. (1EVP.IAND NANCY D. ARNIMRL M HCIIAEI. J, McFud4•IHRM LAUREN A. FITHIAS PAUL S.JACODKEN (.OI.I.F.EM V. SHORT DIANA J. VANCP.-IJRYAN NEAL T. DUETnE SUSAN B. THOMAS TIMOTHY ,. f. KY. P.NAN RoDEwr l.. STP.RUP MIcnAEi. THOMAS 'MILLER (.ARLos R.CARRASOUILLO KRISTIN S. ME1D1 HYENA I.. ONTRY KRv1N J. HINIRP,K RxTil J. KRI.MAK VINCENT A. THOMAS MARK J..FRENZ NANCY J. WOLF DENNIS L. HAIL ANDREA M. MACRMK1ER PATRICK T. SKELL.Y DLANE B. TATTLE OF COUNSP.I. J. NEIL MORTON RICHARD E. KYLE ,JOHN M. PALMER SAMUEL H. MOROAw FRANK N. GHAHAM A. I•AURF.NCE DAMS C.LARENCE. (i. FRAME FRANK HAMMOND LEONARD J, KEYES JOHN M. SULLIVAN Please find enclosed the following in regard to this bond issue: (1) The May 17 City Council Resolution awarding the sale of the bonds and setting their terms. (2) The Dakota County Auditor's certificate of filing a certified copy of this bond resolution. (3) A May 17 HRA Board Resolution authorizing the execution of the Tax Increment Pledge Agreement between the City and the HRA. (4) The Dakota County Auditor's certificate of filing a certified copy of the Tax Increment Pledge Agreement. (5) The signature and nonlitigation certificate. (6) The certificate of bond registrar. .^.9711 MN WORLD TRADE. CENTER 2200 FIRST NATIONAL. HANK HITIL.DINO 2400 ITE C1iNTKR SAINT PAHt., A11NNI-4)TA 62101 SAINT PAltt., MINNRSOI'A 11MI01 NINNF.AI-01AS, MIMNF.SOITA M -S.102 (6121 201-121.'5 ((312) 2111-121£ 10121 V30-0(361 I N 3HI0 T(;(;S AN13 MOR Stephan Jilk Dave McGillivray Page Two May 9, 1988 (7) The City Treasurer's Receipt and Delivery Certificate. (8) The Official Statement Certificate. (9) The City Administrator -Clerk's Certificate of Filing Legal opinion. I understand from Don Darling that the City has already forwarded to me the underlying tax increment plan documentation. I am also assuming that Springsted will, as usual, coordinate with the City concerning the completion of the enclosed paperwork. Please feel free to call me should you have any question on the enclosed. V ry truly yours, James ames P. O'Meara JPO: cf Enclosures cc: Nancy Langness (w/enclosures) ' i i EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF' THE CITY OF ROSEMOUNT, MINNESOTA HELD: MAY 17, 1988 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Rosemount, Minnesota, was duly held in the Rosemount City Hall on May 17, 1988, commencing at 8:00 P.M., C.T. The following Councilmembers were present: and the following were absent: The Mayor announced that the meeting was convened for the consideration of the bids which had been received for the purchase of the City's $1,100,000 Taxable General Obligation Tax Increment Bonds, Series 1988A, as advertised for sale. The City Administrator -Clerk presented affidavits showing publication of notice of sale in the City's official newspaper and in Commercial West, a financial paper published in Minneapolis, Minnesota, which affidavits were examined, found satisfactory, and ordered placed on file. The City Treasurer presented a tabulation of the bids which had been received in the manner specified in the notice of sale of the Bonds. The bids were as follows: Is 0 0 Councilmember introduced the following Resolution and moved its adoption: RESOLUTION NO. 1988 - RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,100,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1988A BE IT RESOLVED by the City Council (the "Council") of the City of Rosemount, Minnesota (the "City"), as follows: 1. Acceptance of Offer. The bid of (the "Purchaser") to purchase the City's $1,100,000 Taxable General Obligation Tax Increment Bonds, Series 1988A (the "Bonds"), as described in the notice of sale thereof, is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice of sale and shall be and is hereby accepted, such bid being to purchase the Bonds at a price of $ plus accrued interest to date of delivery, the Bonds to bear interest, to mature in the years and amounts, and to be subject to such other terms and conditions as hereinafter provided. The sum of $ , being the amount bid in excess of $1,083,500, shall be credited to the Debt Service Account hereinafter created. The City Treasurer is directed to retain the food faith check of the Purchaser pending completion of the sale and delivery of the Bonds and to return the checks of the unsuccessful bidders forthwith. 2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled "Taxable General Obligation Tax Increment Bonds, Series 1988A," shall be dated June 1, 1988, 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: 3 0 0 Year Amount Year Amount 1990 $ 75,000 1995 $110,000 1991 80,000 1996 120,000 1992 85,000 1997 130,000 1993 95,000 1998 145,000 1994 100,000 1999 160,000 3. Purpose. The Bonds shall provide funds to finance the improvements (the "Project") described in paragraph I of the Council's Resolution No. 1988-28, adopted on April 19, 1988. Certain tax increments derived from the Rosemount Redevelopment Project shall be pledged to the payment of the Bonds and interest thereon. The estimated collection of those tax increments exceeds 20% of the cost of the Project. 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 I and August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 1989, calculated on the basis of a 360 -day year consisting 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 1990 % 1995 % 1991 1996 1992 1997 1993 1998 1994 1999 5. Redemption. All Bonds maturing after February 1, 1996, shall be subject to redemption and prepayment at the option of the City on said date and on any interest payment date thereafter at a price of par plus accrued interest to date of redemption. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; 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 4 redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Published notice of redemption shall in each case be given in accordance with law, and mailed notice of redemption shall be given to the paying agent and to each affected registered owner of the Bonds. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar, prior to giving notice of redemption, shall assign to each Bond of that maturity a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City or Bond Registrar duly executed by the registered owner thereof or by the registered owner's attorney, duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the registered owner 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 registered owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Registrar. in 'Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City 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. The principal of and interest on the Bonds shall be paid to the registered owners (or record owners) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this Resolution. 5 0 0 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: R - INTEREST RATE 9 0 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF' DAKOTA CITY OF [ROSEMOUNT TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1988A REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE OF DATE ORIGINAL ISSUE JUNE 1, 1988 CUSIP DOLLARS The City of Rosemount, Dakota County, Minnesota (the "City"), hereby acknowledges itself to be 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 duly called for earlier redemption, and to pay interest thereon semiannually on February I and August I of each year (each, an "Interest Payment Date"), commencing February 1, 1989, at the rate per annum specified above (calculated on the basis of a 360 -day year consisting 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 Minnesota (the "Bond Registrar"), acting as paying agent, or at the principal office of any successor paying agent duly appointed by the City. 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 "Registered Owner") on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the N person who is the Registered Owner hereof as of the Regular Record Date, and shall be payable to the person who is the Registered Owner hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Registered Owners 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. THE CITY HAS ELECTED TO ISSUE THIS BOND AS A TAXABLE OBLIGATION, AND ACCORDINGLY THE INTEREST ON THIS BOND IS ANTICIPATED TO BE INCLUDIBLE IN GROSS INCOME OF THE REGISTERED OWNER FOR FEDERAL AND STATE INCOME TAXATION PURPOSES. 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 have happened 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 indebtedness of the City outstanding on the date of original issue hereof and the date of its actual issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Rosemount, Dakota County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its City Administrator -Clerk; has caused the corporate seal of the City to be intentionally omitted herefrom, as permitted by law; and has caused this Bond to be executed manually by the Bond Registrar, acting as the City's duly appointed authenticating agent for the Bonds. am Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CITY OF ROSEMOUNT, CERTIFICATE OF DAKOTA COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the /s/ Facsimile Resolution mentioned Mayor within. /s/ Facsimile City Administrator -Clerk Bond Registrar BY /sl Manual Authorized Signature 9 ON REVERSE OF BOND Redemption. All Bonds of this issue maturing after February 1, 1996, are subject to redemption and prepayment at the option of the City on said date and on any Interest Payment Date thereafter at a price of par plus accrued interest to date of redemption. Redemption may be in whole or in part of the Bonds subject to prepayment. if redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, the Bonds of that maturity 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. Published notice of redemption shall in each case be given in accordance with law, and mailed notice of redemption shall be given to the paying agent and to each affected registered owner of the Bonds. Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond of that maturity a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City or Bond Registrar duly executed by the registered owner thereof or the registered owner's attorney duly authorized in writing), and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the registered owner 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 registered owner, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 10 Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $1,100,000, all of like date of original issue and tenor, except as to registration number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council on May 17, 1988 (the "Resolution"), for the purpose of providing money to finance certain public redevelopment costs within the Rosemount Redevelopment Project. This Bond is payable out of the Taxable General Obligation Tax Increment Bonds, Series 1988A, Fund of the City. This Bond constitutes a general obligation of the City, 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 City have been and are hereby irrevocably pledged. Denominations; 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 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 Registered Owner in person or by the Registered Owner's 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 City contained in any agreement with the Bond Registrar. Thereupon the City 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. 11 • 0 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Re stered Owners. The City and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Taxable Interest. The interest on this Bond is anticipated to be includible in the gross income of the Registered Owner hereof for purposes of the United States income tax and the State of Minnesota income tax. 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 (Gust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 12 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint — as 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: (Include information for all joint owners if the Bond is held by joint account.) 13 8. Execution; Temporary Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and City Administrator -Clerk and be sealed with the seal of the City; provided, however, that the seal of. the City 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 City may elect to deliver, in lieu of printed definitive bonds, one or more typewritten temporary bonds in substantially the form set forth above, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Such temporary bonds shall, upon the printing of the definitive bonds and the execution thereof, be exchanged therefor and cancelled. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is June 1, 1988. 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 City 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 14 registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the registered owner thereof, Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. whenever any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the registered owner 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 City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof or the registered owner's 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. 15 Transfers shall also be subject to reasonable regulations of the City contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 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 on the registration books of the City maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth (15th) day of the calendar month 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 registered owner thereof as of the Regular Record Date, and shall be payable to the person who is the registered owner 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 registered owners not less than ten (10) days prior to the Special Record Date. 13. Treatment of Registered Owner. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City 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 City 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 "Taxable General obligation Tax Increment Bonds, Series 1988A, Fund" (the "Fund") to be 16 0 .0 administered and maintained by the City Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund two separate accounts, to be designated the "Construction Account" and "Debt Service Account," respectively. M Construction Account. To the Construction Account there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less capitalized interest in the amount of $ -0- (together with interest earnings thereon and subject to such other adjustments as are appropriate to pay the interest first coming due on the Bonds). From the Construction Account there shall be paid all costs and expenses of the Project, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in said account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of the tax increments described in (ii) below. (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) capitalized interest in the amount of $ -0-; (c) those tax increments (the "Tax Increments") which are received by the City pursuant to that certain Tax Increment Pledge Agreement, dated as of June 1, 1988, between the City and the Housing and Redevelopment Authority in and for the City of Rosemount, Minnesota (the "Rosemount HRA"); (d) any collections of all taxes which may hereafter be levied in the event that the Tax Increments herein pledged to the payment of the principal of and interest on the Bonds are insufficient therefor; (e) any tax increment guarantee payments received on account of the Bonds payable from the Debt Service Account pursuant to any development agreement(s) entered into between the City or the Rosemount HRA and any private developer(s); M all funds remaining in the Construction A,,.:count after completion of the Project and payment of the costs 17 thereof, not so transferred to the account of another project; (g) all investment earnings on funds held in the Debt Service Account; and (h) any and all other moneys which are properly available and are appropriated by the Council to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest on, and any premiums for redemption of, the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. 16. 105% Debt Service Coverage. It is hereby determined that the Tax Increments will be in the principal amount of at least 20% of the cost of the public improvements for which the Bonds have been issued, that the estimated collections of Tax Increments will produce at least 5% in excess of the amount needed to meet, when due, the principal of and interest on the Bonds, and that no tax levy is needed at this time. The City Administrator -Clerk is directed to file a certified copy of this Resolution with the County Auditor of Dakota County and to obtain the certificate of the County Auditor required by Minnesota Statutes, Section 475.63. 17. General Obligation Pledge. The full faith and credit and taxing powers of the City are hereby pledged to the payment of the principal of and interest on the Bonds, and in the event of any current or anticipated deficiency of funds in the Debt Service Account of amounts needed to make any such payment, when due, the Council shall levy ad valorem taxes on all taxable property in the City in the amount of such deficiency. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, and such other funds may reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 18. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records 18 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 City as to the facts recited therein. 19. Taxable Status of the Bonds. It is hereby determined that the Bonds are to be issued as fully taxable obligations, and all interest received on the Bonds is anticipated to be includible in the gross income of the registered owner of any Bond for federal and state income taxation purposes. 20. 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. 21. Tax Increment Pledge Agreement. The Council hereby approves and authorizes the Mayor and City Administrator -Clerk to execute the Tax Increment Pledge Agreement attached hereto and made a part hereof, with such modifications, if any, as such officers shall approve, as evidenced by their signatures thereof. 22. Headings. Headings in this Resolution are included for convenience of reference only and shall not limit or define the meaning of any provision hereof. Adopted this 17th day of May, 1988. Rollan Hoke, Mayor ATTEST: Stephan Jilk, City Administrator -Clerk 19 0 The motion for the adoption of the foregoing Resolution was duly seconded by Counci.lmember and, upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said Resolution was declared duly passed and adopted. 20 TAX INCREMENT PLEDGE AGREEMENT This Tax Increment Pledge Agreement (the "Agreement") is dated as of June 1, 1988; is by and between the City of Rosemount, Minnesota (the "City"), and the Housing and Rede- velopment Authority in and for the City of Rosemount, Minne- sota (the "Authority"); and provides as follows: WHEREAS, at the request of the Authority, the City Coun- cil has on or before the date hereof adopted a resolution (the "Bond Resolution") awarding the sale of the City's $1,100,000 Taxable General Obligation Tax Increment Bonds, Series 1988A, dated June 1, 1988 (the "Bonds"), to provide financing for certain public redevelopment improvements (the "Improvements") made or to be made with respect to the Authority's Rosemount Redevelopment Project, as amended on March 21, 1988 (the "Redevelopment Project"); and WHEREAS, to provide funds sufficient for the timely payment of the debt service on the Bonds, it is necessary for the Authority and the City to enter into this agreement: NOW, THEREFORE, in consideration of the covenants and agreements hereof between the City and the Authority, and pursuant to Minnesota Statutes, Section 469.178, Subdivision 2, the City and the Authority hereby agree as follows: 1. In order to pay the principal of and interest on the Bonds, when due, the Authority hereby pledges to the City, for deposit in the Debt Service Account established by the Bond Resolution for the payment of the Bonds, and the Authority shall pay to the City, Available Tax Increments (hereinafter defined) in amounts sufficient to pay such principal and interest, when due, and, to the extent that the Available Tax Increments are ever insufficient for such purposes, and the City, pursuant to the Bond Resolution, advances City funds to provide prompt and full payment of the Bonds, the Authority agrees to reimburse the City for such advances from such tax increments, when collected by the Authority. As used in this Agreement, "Available Tax Increments" means tax increments derived by the Authority from the Redevelopment Project, excluding such tax increments derived therefrom which have heretofore been pledged to the payment of other tax increment bonds or public redevelopment costs. In discharging its obligations under this Agreement, the Authority expressly reserves the right to pledge or otherwise dedicate tax