HomeMy WebLinkAboutResolution - 2019-124 - Authorizing Issuance of Bonds, Series 2019A - 11/12/2019CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2019-124
RESOLUTION AUTHORIZING ISSUANCE, A WARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT OF $4,920,000 GENERAL OBLIGATION
WATER REVENUE BONDS, SERIES 2019A
BE IT RESOLVED by the City Council (the "Council") of the City of Eden Prairie,
Minnesota (the "City"), as follows:
SECTION 1. AUTHORIZATION, SALE AND AWARD
1.01. Authorization
This Council hereby determines it to be in the best interest of the City to issue and sell the
City's General Obligation Water Revenue Bonds, Series 2019A (the "Bonds") in the aggregate
principal amount of $4,920,000 to finance water infrastructure improvements (the "Project") to
the City's water utility system (the "System"). The Bonds will be issued pursuant to Minnesota
Statutes, Section 444.075 and Chapter 475 (the "Act"). This Council finds, determines and
declares that all conditions precedent to the offering for sale of the Bonds exist.
1.02. Sale
The City has retained Ehlers & Associates, Inc. ("Ehlers"), an independent municipal
advisor, to assist the City in connection with the sale of the Bonds. The Bonds are being sold
pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without meeting
the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1.
Pursuant to the Terms of Proposal and the Preliminary Official Statement prepared on behalf of
the City by Ehlers, sealed or electronic proposals for the purchase of the Bonds were received at
or before the time specified for receipt of proposals. The proposals have been opened and
publicly read and considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal received is that of
Piper Jaffray & Co., in Minneapolis, Minnesota, and associates (the "Purchaser"), to purchase
$4,920,000 principal amount of the Bonds at a purchase price of $5,068,438.25, on the further
terms and conditions hereinafter set forth.
1.03. Award
The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor and City
Manager are hereby authorized and directed to execute a contract on the part of the City with the
Purchaser for the sale of the Bonds in accordance with the Terms of Proposal. The good faith
deposit of the Purchaser shall be retained and deposited by the City until the Bonds have been
delivered and shall be deducted from the purchase price paid at settlement.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY
2.01. Issuance of Bonds
All acts, conditions and things which are required by the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the
valid issuance of the Bonds having been done, now existing, having happened and having been
performed, it is now necessary for the Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment
The Bonds shall be originally dated as of the date of issuance thereof, shall be in the
denomination of $5,000 each, or any integral multiple thereof, of single maturities, shall mature
on December 1 in the years and amounts stated below, and shall bear interest from date of
original issue until paid or duly called for redemption at the annual rates set forth opposite such
years and amounts, as follows:
Year Amount($) Rate(%) Year Amount($) Rate(%)
2020 190,000 3.000 2030 250,000 3.000
2021 190,000 3.000 2031 260,000 2.000
2022 195,000 3.000 2032 265,000 2.100
2023 205,000 3.000 2033 270,000 2.150
2024 210,000 3.000 2034 275,000 2.200
2025 215,000 3.000 2035 280,000 2.250
2026 220,000 3.000 2036 285,000 2.300
2027 230,000 3.000 2037 295,000 2.350
2028 235,000 3.000 2038 300,000 2.400
2029 245,000 3.000 2039 305,000 2.450
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond at the principal office of the Registrar (as hereinafter defined), the
principal amount thereof, shall be payable by check or draft issued by the Registrar; provided
that, so long as the Bonds are registered in the name of a securities depository, or a nominee
thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable in
accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates
Upon initial delivery of the Bonds pursuant to Section 2.07 and upon any subsequent
transfer or exchange pursuant to Section 2.06, the date of authentication shall be noted on each
Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable each June 1
and December 1, commencing June 1, 2020 (each such date, an "Interest Payment Date"), to the
person in whose name the Bonds are registered on the Bond Register (as hereinafter defined) at
the Registrar's close of business on the fifteenth day of the calendar month next preceding such
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Interest Payment Date, whether or not such day is a business day. Interest shall be computed on
the basis of a 360-day year composed of twelve 30-day months.
2.04. Redemption
Bonds maturing in 2029 and later years are each subject to redemption and prepayment at
the option of the City, in whole or in part, and if in part in such order of maturity dates as the
City may select and by lot as selected by the Registrar (or, if applicable, by the bond depository
in accordance with its customary procedures) in multiples of $5,000 as to Bonds maturing on the
same date, on December 1, 2028, and on any date thereafter, at a price equal to the principal
amount thereof plus accrued interest to the date of redemption. Prior to the date specified for the
redemption of any Bond prior to its stated maturity date, the City will cause notice of the call for
redemption to be published if and as required by law, and, at least thirty days prior to the
designated redemption date, will cause notice of the call to be mailed by first class mail (or, if
applicable, provided in accordance with the operational arrangements of the bond depository), to
the registered owner of any Bond to be redeemed at the owner's address as it appears on the
Bond Register maintained by the Registrar, but no defect in or failure to give such mailed notice
of redemption shall affect the validity of proceedings for the redemption of any Bond not
affected by such defect or failure. Official notice of redemption having been given as aforesaid,
the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and
payable at the redemption price therein specified, and from and after such date (unless the City
shall default in the payment of the redemption price) such Bonds or portions of such Bonds shall
cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be
delivered to the registered owner without charge, representing the remaining principal amount
outstanding.
2.05. Appointment oflnitial Registrar
The City hereby appoints U.S. Bank National Association in St. Paul, Minnesota, as the
initial bond registrar, transfer agent and paying agent (the "Registrar"). The Mayor and City
Manager are authorized to execute and deliver, on behalf of the City, a contract with the
Registrar. Upon merger or consolidation of the Registrar with another corporation, if the
resulting corporation is a bank or trust company authorized by law to conduct such business,
such corporation shall be authorized to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed. The City reserves
the right to remove the Registrar upon thirty days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in
its possession to the successor Registrar and shall deliver the Bond Register to the successor
Registrar.
2.06. Registration
The effect of registration and the rights and duties of the City and the Registrar with
respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a
Bond Register (the "Bond Register") in which the Registrar shall provide for the
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registration of ownership of Bonds and the registration of transfers and exchanges of
Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each Interest Payment Date and
until such Interest Payment Date.
( c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one or more
new Bonds of a like aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
( d) Cancellation. All Bonds surrendered upon any transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the Bond Register as the absolute
owner of the Bond, whether the Bond shall be overdue or not, for the purpose of
receiving payment of or on account of, the principal of and interest on the Bond and for
all other purposes; and all payments made to any registered owner or upon the owner's
order shall be valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar may impose
a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Bond or in lieu of and in substitution for any
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or
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lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory
to it, in which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be canceled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already
matured or been called for redemption in accordance with its terms it shall not be
necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, subd. 1,
as amended.
G) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to
the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery
The Bonds shall be prepared under the direction of the City Manager and shall be
executed on behalf of the City by the signatures of the Mayor and City Manager, provided that
the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease
to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless
be valid and sufficient for all purposes, the same as if such officer had remained in office until
delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose
or entitled to any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds need not be
signed by the same representative. The executed certificate of authentication on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this Resolution. When
the Bonds have been prepared, executed and authenticated, the City Manager shall deliver them
to the Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore executed, and the Purchaser shall not be obligated to see to the application of the
purchase price.
2.08. Securities Depository. (a) For purposes of this Section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
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"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker-dealer, bank or other financial institution for which
DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter from the City to DTC.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the
Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond
register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions
thereof to be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all other
purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the
contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the bond register as being a
registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC
or any Participant, with respect to the payment by DTC or any Participant of any amount with
respect to the principal of or interest on the Bonds, with respect to any notice which is permitted
or required to be given to owners of Bonds under this resolution, with respect to the selection by
DTC or any Participant of any person to receive payment in the event of a partial redemption of
the Bonds, or with respect to any consent given or other action taken by DTC as registered owner
of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC,
the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with
respect to such Bond, only to Cede & Co. in accordance with the Representation Letter, and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to the principal of and interest on the Bonds to the extent of the sum or sums so
paid. No person other than DTC shall receive an authenticated Bond for each separate stated
maturity evidencing the obligation of the City to make payments of principal and interest. Upon
delivery by DTC to the Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new
nominee in accordance with paragraph (e) hereof.
( c) In the event the City determines that it is in the best interest of the Beneficial
Owners that they be able to obtain Bonds in the form of bond certificates, the City may notify
DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through
DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in
accordance with paragraph ( e) hereof. DTC may determine to discontinue providing its services
with respect to the Bonds at any time by giving notice to the City and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such event the
Bonds will be transferable in accordance with paragraph ( e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor, in
the form presented to this Council with such changes, omissions, insertions and revisions as the
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Mayor shall deem advisable, is hereby authorized, and execution of the Representation Letter by
the Mayor shall be conclusive evidence of such approval. The Representation Letter shall set
forth certain matters with respect to, among other things, notices, consents and approvals by
registered owners of the Bonds and Beneficial Owners and payments on the Bonds. The
Registrar shall have the same rights with respect to its actions thereunder as it has with respect to
its actions under this resolution.
( e) In the event that any transfer or exchange of Bonds is permitted under paragraph
(b) or ( c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar
of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the
permitted transferee in accordance with the provisions of this resolution. In the event Bonds in
the form of certificates are issued to owners other than Cede & Co., its successor as nominee for
DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the
provisions of this resolution shall also apply to all matters relating thereto, including, without
limitation, the printing of such Bonds in the form of bond certificates and the method of payment
of principal of and interest on such Bonds in the form of bond certificates.
2.09. Form of Bonds
The Bonds shall be prepared in substantially the form found at Exhibit A.
SECTION 3. GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2019A
CONSTRUCTION FUND
There is hereby established on the official books and records of the City a General
Obligation Water Revenue Bonds, Series 2019A Construction Fund (the "Construction Fund")
which the City shall continue to maintain until payment of all costs and expenses incurred in
carrying out the Project has been made. To the Construction Fund there shall be credited the
proceeds of the Bonds in the amount of $5,068,438.25, and from the Construction Fund there
shall be paid all costs and expenses of the Project ($5,002,163.25) and the costs of issuance of
the Bonds ($66,275.00). After payment of all costs incurred with respect to the Project and the
issuance of the Bonds, the Construction Fund shall be discontinued and any Bond proceeds
remaining therein shall be credited to the Bond Fund of the City described in Section 4. Upon
completion and payment of all costs of the Project, but in any event no later than December 5,
2024, any balance of the proceeds of Bonds remaining in the Construction Fund may be used to
pay the cost, in whole or in part, of any other improvements instituted pursuant to the Act, as
directed by the City Council, or otherwise duly authorized, but any balance of such proceeds not
so used shall be credited and paid to the Bond Fund.
SECTION 4. GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 2019A
BOND FUND
The Bonds shall be payable from a separate General Obligation Water Revenue Bonds,
Series 2019A Bond Fund (the "Bond Fund") of the City, which the City agrees to maintain until
the Bonds have been paid in full. If the money in the Bond Fund should at any time be
insufficient to pay principal and interest due on the Bonds, such amounts shall be paid from other
money on hand in other funds of the City, which other funds shall be reimbursed therefor when
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sufficient money becomes available in the Bond Fund. Into the Bond Fund shall be paid
(a) Bond proceeds in the amount of -0-representing capitalized interest; (b) any amounts
received from the Purchaser upon delivery of the Bonds in excess of the amounts appropriated to
the Construction Fund pursuant to Section 3 hereof; ( c) net revenues of the System appropriated
to the payment of the principal of and interest on the Bonds in accordance with Section 6 hereof;
( d) any taxes collected pursuant to Section 7 hereof; and ( e) any other funds appropriated by the
City for the payment of the Bonds.
The principal of and interest on the Bonds shall be payable from the Bond Fund, and the
money on hand in the Bond Fund from time to time shall be used only to pay the principal of and
interest on the Bonds. On or before each principal and interest payment date for the Bonds, the
City Manager is directed to remit to the Registrar from funds on deposit in the Bond Fund the
amount needed to pay principal and interest on the Bonds on the next succeeding principal and
interest payment date.
There are hereby established two accounts in the Bond Fund, designated as the "Debt
Service Account" and the "Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the amount of $0. Thereafter, during each bond
year (each twelve month period commencing on December 2 and ending on the following
December 1, a "Bond Year"), as monies are received into the Bond Fund, the City Manager shall
first deposit such monies into the applicable subaccount within the Debt Service Account until an
amount has been appropriated thereto sufficient to pay all principal and interest due on the
respective Bonds through the end of the Bond Year. All subsequent monies received in the Bond
Fund during the Bond Year shall be appropriated to the Surplus Account. If at any time the
amount on hand in the Debt Service Account is insufficient for the payment of principal and
interest then due, the City Manager shall transfer to the Debt Service Account amounts on hand
in the Surplus Account to the extent necessary to cure such deficiency. Investment earnings (and
losses) on amounts from time to time held in the Debt Service Account and Surplus Account
shall be credited or charged to said accounts.
If the balance in the Bond Fund is at any time insufficient to pay all interest and principal
then due on all Bonds payable therefrom, the payment shall be made from any fund of the City
which is available for that purpose, subject to reimbursement from the Surplus Account when the
balance therein is sufficient, and the City covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency,
which levy is not subject to any constitutional or statutory limitation
SECTION 5. SUFFICIENCY OF REVENUES
It is hereby found, determined and declared that the City owns and operates the System as
a revenue-producing utility and convenience and that the net operating revenues of the System,
after deducting from the gross receipts derived from charges for the service, use and availability
of the System the normal, current and reasonable expenses of operation and maintenance thereof,
will be sufficient, together with any other funds actually appropriated by the City for the
payment when due of the principal of and interest on the Bonds, and on any other bonds to which
such revenues are pledged.
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SECTION 6. RATE COVENANTS
Pursuant to Minnesota Statutes, Section 444.075, the City hereby covenants and agrees
with the registered owners from time to time of the Bonds, that until the Bonds and the interest
thereon are paid in full, or are discharged as provided in Section 8, the City will impose and
collect reasonable charges for the service, use and availability of the System according to
schedules which will produce net revenues sufficient, with any other funds appropriated by the
City, to pay all principal and interest when due on the Bonds and any other bonds to which said
net revenues have been pledged; and said net revenues, to the extent necessary, are hereby
irrevocably pledged and appropriated to the payment of the Bonds. Nothing herein shall
preclude the City from hereafter making further pledges and appropriations of the net revenues
of the System for payment of additional obligations of the City hereafter authorized if this
Council determines before the authorization of such additional obligations that the estimated net
revenues of the System will be sufficient, together with any other sources pledged to the payment
of the outstanding and additional obligations, for payment of the outstanding bonds payable
therefrom and such additional obligations. Such further pledges and appropriations of said net
revenues may be made superior or subordinate to, or on a parity with, the pledge and
appropriation herein made.
SECTION 7. PLEDGE OF TAXING POWERS
For the prompt and full payment of the principal of and interest on the Bonds as such
payments respectively become due, the full faith, credit and unlimited taxing powers of the City
shall be and are hereby irrevocably pledged. However, it is presently estimated that the net
revenues of the System, together with other funds to be appropriated by the City, will produce
amounts not less than five percent in excess of the amounts needed to meet when due the
principal and interest payments on the Bonds; therefore no ad valorem taxes are required to be
levied at this time.
SECTION 8. DEFEASANCE
When all of the Bonds have been discharged as provided in this section, all pledges,
covenants and other rights granted by this Resolution to the registered owners of the Bonds shall
cease. The City may discharge its obligations with respect to any Bonds which are due on any
date by depositing with the 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 Registrar a sum sufficient for the payment thereof in full with interest
accrued from the due date to the date of such deposit. The City 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 Registrar on or before that date an
amount equal to the principal, redemption premium, if any, and interest then due, provided that
notice of such redemption has been duly given as provided herein. The City 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
bank or trust company qualified by law as an escrow agent for this purpose, cash or securities
which are authorized by law to be so deposited, bearing interest payable at such time and at such
rates and maturing or callable at the holder's option on such dates as shall be required to pay all
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principal and interest to become due thereon to maturity or earlier designated redemption date,
provided, however, that if such deposit is made more than ninety days before the maturity date of
the Bonds to be discharged, the City shall have received a written opinion of Bond Counsel to
the effect that such deposit does not adversely affect the exemption of interest on any Bonds
from federal income taxation and a written report of an accountant or investment banking firm
verifying that the deposit is sufficient to pay when due all of the principal and interest on the
Bonds to be discharged on and before their maturity dates.
SECTION 9. TAX COVENANTS, ARBITRAGE MATTERS AND
CONTINUING DISCLOSURE
9.01. General Covenant
The City agrees with the registered owners from time to time of the Bonds that it will not
take, or permit to be taken by any of its officers, employees or agents, any action that would
cause interest on the Bonds to become includable in gross income of the recipient under the
Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury Regulations
(the "Regulations"), and agrees to take any and all actions within its powers to ensure that the
interest on the Bonds will not become includable in gross income of the recipient under the Code
and the Regulations. All proceeds of the Bonds deposited in the Construction Fund will be
expended solely for the payment of the costs of the Project. The Project is and will be owned
and maintained by the City and available for use by members of the general public on a
substantially equal basis. The City shall not enter into any lease, management contract, use
agreement, capacity agreement or other agreement with any non-governmental person relating to
the use of the Project, or any portion thereof, or security for the payment of the Bonds which
might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant
to Section 141 of the Code.
9.02. Arbitrage Certification
The Mayor and City Manager being the officers of the City charged with the
responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to
execute and deliver to the Purchaser a certificate in accordance with the provisions of
Section 148 of the Code and applicable Regulations, stating that on the basis of facts, estimates
and circumstances in existence on the date of issue and delivery of the Bonds, it is reasonably
expected that the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be "arbitrage bonds" within the meaning of the Code and the applicable Regulations.
9.03. Arbitrage Rebate.
The City acknowledges that the Bonds are subject to the rebate requirements of
Section 148(±) of the Code. The City covenants and agrees to retain such records, make such
determinations, file such reports and documents and pay such amounts at such times as are
required under said Section 148(±) and applicable Regulations unless the Bonds qualify for an
exception from the rebate requirement pursuant to one of the spending exceptions set forth in
Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts
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constituting a "bona fide debt service fund") arise during or after the expenditure of the original
proceeds thereof.
9.04. Qualified Tax-Exempt Obligations
The City Council hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for
financial institutions, and hereby finds that the reasonably anticipated amount of tax-exempt
governmental obligations (within the meaning of Section 265(b)(3) of the Code) which will be
issued by the City and all subordinate entities during calendar year 2019 does not exceed
$10,000,000.
9.05. Reimbursement
The City certifies that the proceeds of the Bonds will not be used by the City to reimburse
itself for any expenditure with respect to the Project which the City paid or will have paid more
than 60 days prior to the issuance of the Bonds unless, with respect to such prior expenditures,
the City shall have made a declaration of official intent which complies with the provisions of
Section 1.150-2 of the Regulations, provided that this certification shall not apply (i) with respect
to certain de minimis expenditures, if any, with respect to the Project meeting the requirements
of Section l .150-2(f)(l) of the Regulations, or (ii) with respect to "preliminary expenditures" for
the Project as defined in Section l .150-2(f)(2) of the Regulations, including engineering or
architectural expenses and similar preparatory expenses, which in the aggregate do not exceed
20% of the "issue price" of the portion of the Bonds allocable to the Project.
9.06. Continuing Disclosure
(a) Purpose and Beneficiaries. To provide for the public availability of certain information
relating to the Bonds and the security therefor and to permit the Purchaser and other participating
underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12
promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12),
relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which
will enhance the marketability of the Bonds, the City hereby makes the following covenants and
agreements for the benefit of the Owners (as hereinafter defined) from time to time of the
Outstanding Bonds. The City is the only obligated person in respect of the Bonds within the
meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made. If the City fails to comply with any provisions of this section, any
person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever
action at law or in equity may appear necessary or appropriate to enforce performance and
observance of any agreement or covenant contained in this section, including an action for a writ
of mandamus or specific performance. Direct, indirect, consequential and punitive damages
shall not be recoverable for any default hereunder to the extent permitted by law.
Notwithstanding anything to the contrary contained herein, in no event shall a default under this
section constitute a default under the Bonds or under any other provision of this resolution. As
used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or
owners thereof appearing in the bond register maintained by the Registrar or any Beneficial
Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar
11
4827-0527-2745\3
evidence of such beneficial ownership in form and substance reasonably satisfactory to the
Registrar. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity
which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, such Bond (including persons or entities holding Bonds through nominees,
depositories or other intermediaries), or (ii) is treated as the owner of the Bond for federal
income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection
(c) hereof, either directly or indirectly through an agent designated by the City, the following
information at the following times:
(1) on or before twelve (12) months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2019, the following
financial information and operating data in respect of the City (the Disclosure
Information):
(A) the audited financial statements of the City for such fiscal year, prepared
in accordance with the governmental accounting standards promulgated by
the Governmental Accounting Standards Board or as otherwise provided
under Minnesota law, as in effect from time to time, or, if and to the extent
such financial statements have not been prepared in accordance with such
generally accepted accounting principles for reasons beyond the
reasonable control of the City, noting the discrepancies therefrom and the
effect thereof, and certified as to accuracy and completeness in all material
respects by the fiscal officer of the City; and
(B) to the extent not included in the financial statements referred to in
paragraph (A) hereof, the information for such fiscal year or for the period
most recently available of the type contained in the Official Statement
under headings: "Valuations -Current Property Valuations," "Debt -
Direct Debt," "Tax Levies and Collections," "General Information -US
Census Data" and"-Employment/Unemployment Data."
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City shall provide on or before such date unaudited financial statements in
the format required for the audited financial statements as part of the Disclosure Information and,
within 10 days after the receipt thereof, the City shall provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated by reference, if it is updated as
required hereby, from other documents, including official statements, which have been submitted
to the Municipal Securities Rulemaking Board ("MSRB") through its Electronic Municipal
Market Access System ("EMMA") or to the SEC. The City shall clearly identify in the
Disclosure Information each document so incorporated by reference. If any part of the
Disclosure Information can no longer be generated because the operations of the City have
materially changed or been discontinued, such Disclosure Information need no longer be
provided if the City includes in the Disclosure Information a statement to such effect; provided,
however, if such operations have been replaced by other City operations in respect of which data
12
4827-0527-2745\3
is not included in the Disclosure Information and the City determines that certain specified data
regarding such replacement operations would be a Material Fact (as defined in paragraph (2)
hereof), then, from and after such determination, the Disclosure Information shall include such
additional specified data regarding the replacement operations. If the Disclosure Information is
changed or this section is amended as permitted by this paragraph (b)(l) or subsection (d), then
the City shall include in the next Disclosure Information to be delivered hereunder, to the extent
necessary, an explanation of the reasons for the amendment and the effect of any change in the
type of financial information or operating data provided.
(2) In a timely manner not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events (each a "Material
Fact"):
4827-0527-2745\3
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities, if material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated
person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(0) Incurrence of a financial obligation of the obligated person, if material, or
agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a financial obligation of the obligated person, any of
which affect security holders, if material; and
13
(P) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the
obligated person, any of which reflect financial difficulties.
For purposes of the events identified in paragraphs (0) and (P) above, the term "financial
obligation" means (i) a debt obligation; (ii) a derivative instrument entered into in connection
with, or pledged as security or a source of payment for, an existing or planned debt obligation; or
(iii) a guarantee of (i) or (ii). The term "financial obligation" shall not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with
the Rule.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event as to which a substantial likelihood exists that a reasonably prudent investor would attach
importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would
significantly alter the total information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information generally available to the public.
Notwithstanding the foregoing sentence, an event is also "material" if it is an event that would be
deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
For the purposes of the event identified in (L) hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
4827-0527-2745\3
(A) the failure of the City to provide the Disclosure Information required
under paragraph (b )( 1) at the time specified thereunder;
(B) the amendment or supplementing of this section pursuant to subsection
( d), together with a copy of such amendment or supplement and any
explanation provided by the City under subsection ( d)(2);
(C) the termination of the obligations of the City under this section pursuant to
subsection ( d);
(D) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are
prepared; and
(E) any change in the fiscal year of the City.
14
( c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, the information described in subsection (b ).
(2) All documents provided to the MSRB pursuant to this subsection ( c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term; Amendments; Interpretation.
(1) The covenants of the City in this section shall remain in effect so long as any
Bonds are Outstanding. Notwithstanding the preceding sentence, however, the
obligations of the City under this section shall terminate and be without further
effect as of any date on which the City delivers to the Registrar an opinion of
Bond Counsel to the effect that, because of legislative action or final judicial or
administrative actions or proceedings, the failure of the City to comply with the
requirements of this section will not cause participating underwriters in the
primary offering of the Bonds to be in violation of the Rule or other applicable
requirements of the Securities Exchange Act of 1934, as amended, or any statutes
or laws successory thereto or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure Information) may
be amended or supplemented by the City from time to time, without notice to
(except as provided in paragraph (c)(3) hereof) or the consent of the Owners of
any Bonds, by a resolution of this Council filed in the office of the recording
officer of the City accompanied by an opinion of Bond Counsel, who may rely on
certificates of the City and others and the opinion may be subject to customary
qualifications, to the effect that: (i) such amendment or supplement (a) is made in
connection with a change in circumstances that arises from a change in law or
regulation or a change in the identity, nature or status of the City or the type of
operations conducted by the City, or (b) is required by, or better complies with,
the provisions of paragraph (b )( 5) of the Rule; (ii) this section as so amended or
supplemented would have complied with the requirements of paragraph (b )( 5) of
the Rule at the time of the primary offering of the Bonds, giving effect to any
change in circumstances applicable under clause (i)(a) and assuming that the Rule
as in effect and interpreted at the time of the amendment or supplement was in
effect at the time of the primary offering; and (iii) such amendment or supplement
does not materially impair the interests of the Bondowners under the Rule.
4827-0527-2745\3
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of
the reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
15
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5) of the Rule.
SECTION 10. CERTIFICATION OF PROCEEDINGS
10.01. Registration and Levy of Taxes
The City Clerk is hereby authorized and directed to file a certified copy of this Resolution
in the records of Hennepin County, together with such additional information as required, and to
obtain a certificate that the Bonds have been duly entered upon the County Auditor's bond
register and the tax required by law has been levied.
10.02. Authentication of Transcript
The officers of the City are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counsel, 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 may be required to show the facts
relating to the legality and marketability of the Bonds as the same appear from the books and
records in 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 representations of
the City as to the correctness of all statements contained therein.
10.03. Official Statement
The Preliminary Official Statement relating to the Bonds, dated as of October 31, 2019,
prepared and distributed by Ehlers, is hereby approved. Ehlers, is hereby authorized on behalf of
the City to prepare and distribute to the Purchaser within seven business days from the date
hereof, a Final Official Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information relating to the Bonds
required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934. The officers of the City are
hereby authorized and directed to execute such certificates as may be appropriate concerning the
accuracy, completeness and sufficiency of the Official Statement.
10.04. Authorization of Payment of Certain Costs of Issuance of the Bonds.
The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to
the payment of issuance expenses to Old National Bank on the closing date for further
distribution as directed by Ehlers.
16
4827-0527-2745\3
ADOPTED by the City Council of Eden Prairie this 121h day of November, 2019.
Ronald A. Case, Mayor
ATTEST:
17
4827-0527-2745\3
R-
Interest Rate
%
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION WATER REVENUE BOND,
SERIES 2019A
Maturity Date Date of Original Issue
December 1, 20_ December 5, 2019
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
$ __ _
CUSIPNo.
CITY OF EDEN PRAIRIE, MINNESOTA (the "City"), acknowledges itself to be indebted and
hereby promises to pay to the registered owner named above, or registered assigns, the principal amount
specified above on the maturity date specified above and promises to pay interest thereon from the date of
original issue specified above or from the most recent Interest Payment Date (as hereinafter defined) to
which interest has been paid or duly provided for, at the annual rate specified above, payable on June 1
and December I of each year, commencing June I, 2020 (each such date, an "Interest Payment Date"), all
subject to the provisions referred to herein with respect to the redemption of the principal of this Bond
before maturity. The interest so payable on any Interest Payment Date shall be paid to the person in
whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business
day) of the immediately preceding month. Interest hereon shall be computed on the basis of a 360-day
year composed of twelve 30-day months. The interest hereon and, upon presentation and surrender
hereof at the principal office of the Registrar described below, the principal hereof are payable in lawful
money of the United States of America drawn on U.S. Bank National Association in St. Paul, Minnesota,
as bond registrar, transfer agent and paying agent (the "Registrar"), or its successor designated under the
Resolution described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $4,920,000 issued pursuant to a
resolution adopted by the City Council on November 12, 2019 (the "Resolution"), to finance
improvements (the "Project") to the City's water utility system (the "System"). This Bond is issued by
authority of and in strict accordance with the provisions of the Constitution and laws of the State of
Minnesota thereunto enabling, including Minnesota Statutes, Section 444.075 and Chapter 475. For the
full and prompt payment of the principal of and interest on the Bonds as the same become due, the full
faith, credit and taxing power of the City have been and are hereby irrevocably pledged. The Bonds are
issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
A-1
4827-0527-2745\3
Bonds maturing in 2029 and later years are each subject to redemption and prepayment at the
option of the City, in whole or in part, and if in part in such order of maturity dates as the City may select
and by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its
customary procedures) in multiples of $5,000 as to Bonds maturing on the same date, on December 1,
2028, and on any date thereafter, at a price equal to the principal amount thereof plus accrued interest to
the date of redemption. Prior to the date specified for the redemption of any Bond prior to its stated
maturity date, the City will cause notice of the call for redemption to be published if and as required by
law, and, at least thirty days prior to the designated redemption date, will cause notice of the call to be
mailed by first class mail (or, if applicable, provided in accordance with the operational arrangements of
the bond depository), to the registered owner of any Bond to be redeemed at the owner's address as it
appears on the Bond Register maintained by the Registrar, but no defect in or failure· to give such mailed
notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected
by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date (unless the City shall default in the
payment of the redemption price) such Bonds or portions of such Bonds shall cease to bear interest.
Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner
without charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner
or the owner's attorney, and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in
the name of the designated transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date; subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to any such transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations" pursuant to Section 265(b)
of the Internal Revenue Code of 1986, as amended.
The City and the Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment
and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the
contrary.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name
of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of
The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and
interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other
nominee in accordance with the operational arrangements of The Depository Trust Company or other
securities depository as agreed to by the City.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and Jaws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid
and binding general obligation of the City in accordance with its terms, have been done, do exist, have
happened and have been performed as so required; that by the Resolution, the City has covenanted and
agreed to impose and collect, or cause to be imposed and collected, charges for the service, use and
availability of the System at the times and in the amounts required to produce net revenues which,
A-2
4827-0527-2745\3
together with any other funds appropriated by the City, will be receivable in the years and in amounts
sufficient to produce sums not less than five percent in excess of the principal of and interest on the
Bonds when due; that if necessary for payment of principal and interest on the Bonds, ad valorem taxes
are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and
that the issuance of this Bond, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security
or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by
the Registrar by manual signature of one of its authorized representatives.
A-3
4827-0527-2745\3
IN WITNESS WHEREOF, the City of Eden Prairie, Minnesota, by its City Council, has caused
this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(Facsimile Signature -City Manager) (Facsimile Signature -Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication: --------
4827-0527-2745\3
U.S. BANK NATIONAL ASSOCIATION,
as Bond Registrar
Authorized Representative
A-4
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 the applicable laws or regulations:
TEN COM --as tenants in common UTMA ................. as Custodian for ................ ..
(Cust) (Minor)
TEN ENT --as tenants by the entireties under Uniform Transfers to Minors Act ......................... ..
(State)
JT TEN --as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the premises.
Dated: ________ _
Signature Guaranteed:
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
enlargement or any change whatsoever.
Signature(s) must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar,
which requirements include membership or participation
in ST AMP or such other "signature guaranty program" as
may be determined by the Registrar in addition to or in
substitution for ST AMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
Please insert social security or other identifying number of assignee: __________ _
A-5
4827-0527-2745\3
IN WITNESS WHEREOF, the City of Eden Prairie, Minnesota, by its City Council, has caused
this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(Facsimile Signature -City Manager) (Facsimile Signature -Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication: --------
4827-0527-2745\3
U.S. BANK NATIONAL ASSOCIATION,
as Bond Registrar
By __________________ _
Authorized Representative
A-4
'~EHLERS
.. --"·----~ ·" f --L" I . .-.. •-c I " -,. ,• -1 · r. . , .. "··
BID TABULATION
$5,125,000" General Obligation Water Revenue Bonds, Series 2019A
City of Eden Prairie, Minnesota
SALE: November 12, 2019
AWARD: PIPERJAFFRAY
RatiJlc: Moody's Investm's Senn "An"
S&P Global Ratings "AAA"
NAAa: OF BIDDER
PIPER. JAFFRAY
MU-..lis, Minmsota
C.mfw Fiirpnld
lfATt'Rin·
(December I)
2020
2021
2021
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
REOFFEBINC
R...\TE 1:lELD
3.000% l.200i.
3.000% 1250%
3_~4 l.300'}'9
3.000% usm-•
3.000% 1.400'}·•
3.000% l.45()'!.'9
3JIOO% l..5<l0'·'9
3.000% l.600'-·•
3.000% 1.700'}·•
3.000% l.85()'!.·j,
3.00°''9 1.95()'!.··
2.000% 2.05()'!.'9
2.100% 2.100'}'9
2.150% 2.15m-•
2..200% 2.200'}·•
2-250% 2.250''9
2..300% 2.300'}'9
2..350% 2.35()'!.'9
2.400% 2.400''9
2_450% 2.450%
Subsequent to bid opening the issue size was dec:re:ued to S4,920,000.
Tax Exempt -Bank Qualified
l\TI J:RUE
11\"TERliT JNTEKE:ST
PRICE COST R..U'E
$5)83,007. 75 $1,257,431.Sl 2.16m·•
Ad.justed Price -$5,068,438.25 Adjusted Net Interest Cost -$1,230,46753 Adjusted TIC -2.1693~~
BUILDING COMMUNITIES. IT'S WHAT WE DO. 1 {1100) 552-117' ~=-· -::;;:: www ehlets-inc com
4827-0527-2745\3
NET TRUE
MATURITY ltEOFFERINC INTEREST INTEREST
NAME OF BIDDER (DKember 1) RATE YIELD PRICE COST R.-\TE
STIFEL, NICOLAUS $5,197,354.30 $1,267,189.65 2.2035%
Binninglmn, Alabama
NOR.llil..AND SECURITIES, INC. $5,195,107.15 $1,284,041.11 2.2322%
Mimiupolis, Mizmesol:;i
BAIRD $5,213,041.20 $1,315,337.91 22811%
Milwmk-, W:ascomin
P'l'N FINANCIAL CAPITAL $5,240,917.10 $1,343,000.26 2.3186%
MABKETS
Mempbi:s, Tenne::;see
BNYMELLON CAPITAL $5,534,555.45 $1,529,493.44 25579%
MARKETS, I.LC
NewYmk,NewYcd
Bid Tabulation November 12, 2019
City of Eden Prairie, Minnesota
$5,12),000* General Obligation Water Revenue Bonds, Series 2019A Page2
4827-0527-2745\3