HomeMy WebLinkAboutResolution - 89-54 - Authorizing Issuance, Prescribing Form and Details, and Providing for Payment of $2,060,000 G. O. Public Building Refunding Bonds, Series 1989A - 03/07/1989 Member Harris then introduced the
following resolution and moved its adoption :
RESOLUTION NO . 89- 54
RESOLUTION AUTHORIZING ISSUANCE , AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT OF $2 , 060 , 000 GENERAL OBLIGATION
PUBLIC BUILDING REFUNDING BONDS , SERIES 1989A
BE IT RESOLVED by the City Council of Eden Prairie ,
Minnesota ( the Issuer ) , as follows :
Section 1 . Authorization and Sale .
( a ) This Council , by resolution duly adopted
February 7 , 1.989 , authorized the issuance and sale of General
Obligation Public Building Refunding Bonds , Series 1989A, of
the Issuer , initially dated April 1 , 1989 ( tree Bonds ) the
proceeds of which are to be used , together with any additional
funds of the Issuer which might be required , to refund in
advance of maturity the outstanding principal amount of the
following bond issue of the Issuer ( the Refunded Bonds ) :
( Outstanding Principal
Title of Issue Date of Issue Amount
General Obligation March 1 , 1982 $1 , 875 , 000
Public Building
Bonds of 1982
(b) Notice of Bond Sale has been duly published, and
the Council has publicly considered all sealed bids presented
in conformity therewith . The most favorable bid received is
that of Piper , Jaffray & Hopwood , In_c . , of _Minneapolis
_Minnesota and associates ( the Purchaser ) , to purchase
the Bonds at a price of $ 2 , 032 , 315 . 45 plus accrued interest and
upon the furt ' -� r terms and conditions set forth in this
resolution . is is hereby found that by acceptance of said bid
and refunding of the Refunded Bonds in accordance with the
procedures set forth in Minnesota Statutes , Section 475 . 67 , the
Issuer can extend and adjust the maturities in relation to the
resources available for their payment .
(c ) 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 behalf of the Issuer for
the sale of the Bonds in accordance with the terms of the bid .
The good faith check of the Purchaser shall be retained by the
City Finance Directcr/Clerk until the Bonds are delivered . The
good faith checks of the other bidders shall be returned to
them forthwith .
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 dons , 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 . The
Bonds shall be originally dated as of April 1 , 1989 , shall be
in the denomination of $5 , 000 each , or any integral multiple
thereof , shall mature on March 1 , in the respective years and
amounts stated below, and shall bear interest from date of
issue until paid or duly called for redemption at the
respective annual rates set forth opposite such years and
amounts , as follows :
Year Amount Rate
1990 $ 40 , 000 6 . 70%
199i 45 , 000 6 . 70%
1992 65 , 000 6 . 70%
1993 85 , 000 6 . 70%
1994 105 , 000 6 . 75%
1995 125 , 000 6 . 75%
1996 145 , 000 6 . 80%
1997 170 , 000 6 . 80%
1998 195 , 000 6 . 90%
1999 225 , 000 6 . 90%
2000 255 , 000 7 . 00%
2001 285 , 000 7 . 00%
2002 320 , 000 7 . 00%
The Bonds shall be issuable only in fully registered form . The
interest thereon and , upon surrender of each Bond, the
principal amount thereof shall be payable by check or draft
issued by the Registrar described herein .
2 . 03 . Dates_; Interest Payment Dates . Each Bond shall
bear a date of original issue of April 1 , 1989 . Upon the
initial delivery of the Bonds pursuant to Section 2 . 07 hereof
and upon any subsequent transfer or exchange pursuant to 2 . 04 ,
-2-
the date of authentication shall be noted on each Bond so
delivered, exchanged or transferred . Interest on the Bonds
shall be payable on each March 1 and September 1, commencing
March 1 , 1990 , to the owner of record thereof as of the close
of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2 . 04 . Registration . The Issuer shall appoint , and
shall maintain, a bond registrar , transfer agent and paying
agent (the Registrar ) . The effect of registration and the
rights and duties of the Issuer 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 in which
the Registrar shall provide for the 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 Regi.strar , duly executed by the
registered owner thereof or by an attorney duly authorized
by the registered owner in writing , the Registrar shall
c 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) Exchanc_e_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 cancelled by the
Registrar and thereafter disposed of as directed by the
Issuer .
( 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
_3�
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 Issuer 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 cf such Bond, whether such Bond shall be overdue or
not , for the purpose of receiving payment of , or on account
of , the principal of and interest on such Bond and for all
other purposes , and all such payments so made to any such
registered owner or upon the owner ' s order shall be valid
and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums• so paid .
(g ) 'I.'axes , Fees and Charges . For every transfer
or exchange of Bonds , 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 he 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
such 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 lost , upon filing with the Registrar of evidence
satisfactory to it that such 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
Issuer and the Registrar shall be named as obligees . All
Bonds so surrendered to the Registrar shall be cancelled by
it and evidence of such cancellation shall be given to the
Issuer . 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 .
2 . 05 . Appointment of Initial Registrar . The Issuer
hereby appoints American National Bank and Trust Company„ s . Paul ,
Minnesota , as the initial Registrar . The Mayor and the City
Manager are authorized to execute and deliver , on behalf of the
Issuer , a contract with the Registrar . Upon merger or
consolidation of the Registrar with another corporation, if the
-4 -
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 Issuer agrees to
pay the reasonable and customary charges of the Registrar for
the services performed . The Issuer reserves the right to
remove the Registrar upon thirty ( 30 ) 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 . Redemption . Bonds maturing in the years 1990
through 1997 shall not be subject to redemption prior to
maturity, but Bonds maturing in the years 1998 through 2002
shall be subject to redemption and prepayment at the option of
the Issuer , in whole or in part , in inverse order of maturity
dates and by lot as to Bonds maturing on the same date, on
March 1 , 1997 , and any interest payment date thereafter at a
price equal to the principal amount thereof and accrued
interest to the date of redemption . Prior to the date set for
redemption of any Bond prior to its stated maturity date , the
City Finance Director/Clerk shall cause notice of the call for
redemption thereof to be published as required by law, and, at
least 30 days prior to the designated redemption date , shall
cause notice of the call thereof for redemption to be mailed to
the registered holders of any Bonds to be redeemed at their
addresses as they appear on the bond register described in
Section 2 . 04 hereof .
2 . 07 . Execution , Authentication and Delivery . The
Bonds shall be prepared under the direction of the City Finance
Director/Clerk and shall be executed on behalf of the Issuer by
the signatures of the Mayor and the City Manager , provided that
all 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 he had remained
in office until delivery . Notwithstanding such execution, no
Bond shall. be valid or obligatory for any purpose or entitled
to any security hereunder until the certificate of
authentication on such 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 so prepared ,
executed and authenticated, the City Finance Director/Clerk
shall deliver the same to the Purchaser thereof upon payment of
-5-
the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser shall not be
obligated to see to the application of the purchase price .
2 . 08 . Form of Bonds . The Bonds shall be printed in
substantially the following form:
-6-
(Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL, OBLIGATION PUBLIC BUILDING
REFUNDING BOND, SERIES 1989A
Date of
Rate Maturity Original Issue CUSIP
April 1 , 1989
SEE REVERSE
REGISTERED 04vNER : FOR CERTAIN
DEFINITIONS
PRINCIPAL AMOUNT : _ DOLLARS
FOR VALUE RECEIVED, the City of Eden Prairie, Hennepin
County, Minnesota , ( the Issuer) , 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, with
interest thereon from the .date hereof at the annual rate
specified above , payable on March 1 and September 1 in each
year , commencing March 1 , 1990 , to the person in whose name
this Bond is registered at the close of business on the 15th
day (whether or not a business day) of the immediately
preceding month , all subject to the provisions referred to
herein with respect to the redemption of the principal of this
Bond before maturity . The interest hereon and , upon
presentation and surrender: hereof at the principal office of
the Registrar hereinafter designated , the principal hereof are
payable in lawful money of the United States of America by
check or draft by _ , in
, Minnesota , as Bond Registrar , Transfer Agent and
Paying Agent , or its designated successor under the Resolution
described herein ( the Bond Registrar) . 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
Issuer have been and are hereby irrevocably pledged .
-7-
I�t
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth in this place .
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 Bond Registrar by manual signature of
one of its authorized representatives .
IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin
County, 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 and has caused this Bond to be dated as
of the date set forth below.
Date of Authentication: _
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within .
as Bond Registrar
By _
Authorized Representative
[Reverse of the Bonds ]
This Bond is one of an issue in the aggregate
principal amount of $2 , 060 , 000 ( the Bonds ) , issued pursuant to
a resolution adopted by the City Council on March 7 , 1989 ( the
Resolution) , to provide funds to refund certain outstanding
general obligation bonds of the Issuer , and is issued pursuant
to and in full conformity with the Constitution and laws of the
State of Minnesota thereunto enabling , including Minnesota
Statutes , Chapter 475 . The Bonds of this series are issuable
only in fully registered form, in denominations of $5 , 000 or
any multiple thereof , of single maturities .
-8-
Bonds of this issue maturing in 1997 and earlier years
are payable on their respective stated maturity dates without
option of prior payment , but Bonds having stated maturity dates
in 1998 and later years are each subject to redemption and
prepayment at the option of the Issuer , in whole or in part ,
and if in part in inverse order of maturity dates and by lot as
to Bonds maturing on the same date , on March 1 , 1997 and any
interest payment date thereafter , at a price equal to the
principal amount thereof plus interest accrued to the date of
redemption . Prior to the date specified for the redemption of
any Bond prior to its stated maturity date , the Issuer will
cause notice of the call for redemption to be published as
required by law, and , at least 30 days prior to the designated
redemption date , will cause notice of the call thereof to be
mailed to the registered owner of any Bond to be redeemed at
his address as it appears on the bond register maintained by
the Bond Registrar . Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the 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 Issuer at the principal office of the Bond
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 Bond 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 Issuer will
cause a new Bond or Bonds to be issued in the name of the
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 such
transfer or exchange .
The Issuer and the Bond 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 recE�iving payment and for all other purposes ,
and neither the Issuer nor the Bond Registrar shall be affected
by arty notice to the contrary .
This Bond has not been designated by the Issuer as a
"qualified tax exempt obligation" for purposes of Section
265 (b) (3 ) of the Internal. Revenue Code of 1986 , relating to
disallowance of interest expense deductions for financial
institutions .
-9-
1t
I`I' IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts , conditions and things required by the
Constitution and laws of the State of Minnesota to be done, to
exist , to happen and to be performed preliminary to and in the
issuance of this Bond, in order to make it a valid and binding
general obligation of the Issuer in accordance with its terms ,
have been done, do exist , have happened and have been performed
as so required; that the Issuer has appropriated the proceeds
of the Bonds , together with such other legally available funds
of the Issuer as may be required, and has invested such moneys
in securities issued by the United States or certain of its
agencies , in such amounts , maturing on such dates , and bearing
interest at such rates as are required to provide funds
sufficient to pay all principal and interest and redemption
premiums due on the refunded bonds on or before their maturity
or earlier date designated for their redemption , and has
irrevocably placed such funds and securities in escrow for this
purpose; that the Bonds are payable from a separate debt
service account of the Issuer , and from certain ad valorem
taxes which have been appropriated to such account ; that , if
necessary for payment of principal of and interest on the
Bonds , ad valorem taxes may be levied upon all taxable property
in the Issuer without limitation as to rate or amount ; and that
the issuance of this Bond does not cause the indebtedness of
the Issuer to exceed any constitutional or statutory limitation .
r
5
( Form of certificate to be printed on the reverse side of
each Bond, following a full copy of the legal opinion)
We certify that the above is a full , true and correct
copy of the legal opinion rendered by Bond Counsel on the issue
of General Obligation Public Building Refunding Bonds , Series
1989A, of the City of Eden Prairie, Hennepin County, Minnesota ,
which includes the within Bond , dated as of the date of
delivery of and payment for the Bonds .
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
:i
l
i�
-1 O-
;:T
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 UTMA _ Custodian
in common (Cust) (Minor )
TEN ENT -- as tenants
by entireties under Uniform Transfers to Minors
JT TEN -- as joint tenants
with right of Act .
survivorship and (State)
not as tenants in
common
Additional abbreviations mey also be used.
ASSIGNMENT
FOR VALUE RECEIVED , the undersigned hereby sells ,
assigns and transfers unto
( _ _ the within Bond and all rights
thereunder , and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond
on the books kept for 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
PLEASE INSERT SOCIAL the within bond in every
SECURITY OR OTHER particular , without
IDENTIFYING NUMBER OF alteration , enlargement or
ASSIGNEE : any change whatever .
SIGNATURE GUARANTEE :
Signature ( s ) must be guaranteed by a commercial bank or trust
company or by a brokerage firm having a membership in one of
the major stock exchanges .
-11-
Section 3 . Use of Bond Proceeds .
The proceeds of the Bonds , other than any premium,
unused discount and accrued interest , and other than any
amounts set aside to pay expenses , are irrevocably
appropriated, together with such additional sum as may be
required from funds now on hand in the debt service funds
established for the Refunded Bonds , for the payment and
redemption of the Refunded Bonds at their respective maturities
or at the earliest dates specified in the resolutions
authorizing their issuance for the redemption thereof , and for
the payment of interest to become due on the Refunded Bonds on
or before the respective dates on which they are to be paid and
redeemed . The City Finance Di rector/Clerk is hereby authorized
and directed , simultaneously with the delivery of the Bonds , to
deposit the proceeds thereoE , to the extent described above ,
and any additional sum which may be required , in escrow with
the American National Bank and Trust C'nmpany_,_ in St`._1au1
Minnesota , a banking institution whose deposits are insured by
the Federal Deposit Insurance Corporation and whose combined
capital and surplus is not less than $500, 000 , and shall invest
the funds so deposited in securities authorized for such
purpose by Minnesota Statutes , Section 4115 . 67 , subdivision 8 ,
maturing on such dates and bearing interest at such rates as
are required to provide funds sufficient, with cash retained in
the escrow account , to pay when due the interest to accrue on
( the Refunded Bonds to their respective maturity dates or the
dates designated for their earlier redemption and prepayment ,
and to pay the principal amount of each of the Refunded Bonds
at maturity or at the date designated for the redemption and
prepayment thereof . The Mayor and City Manager are hereby
authorized to enter into an escrow agreement with said Bank
establishing the terms and conditions for the escrow account in
accordance with Minnesota Statutes , Section 475 . 67 .
Section 4 . Sinking Fund and Tax Levies .
4 . 01 . The Refunded Bonds are payable from a separate
debt service account heretofore established on the books of the
Issuer . Upon delivery of the Bonds , the Refunded Bonds ,
including interest thereon, will be payable primarily from the
escrow account established pursuant to Section 3 . Therefore ,
s) long as the escrow account is maintained and payments are
made as provided in the escrow agreement , the moneys from time
to time on hand in said separate debt service account and
originally pledged for payment of the Refunded Bonds will not
be required for such purpose , and shall be made available for
payment of principal and interest on the Bonds and transferred
as required to the debt service account hereinafter created in
Section 4 . 02 for payment of the Bonds . Further , so long as the
t
- 12-
escrow account is maintained and payments made as provided in
the escrow agreement , the ad valorem taxes originally levied
for payment of a portion or the principal of and interest on
the Refunded Bonds shall not be required, and the City Finance
Director/Clerk is consequently authorized to request the
cancellation by the County Auditor of Hennepin County of the
taxes heretofore levied for payment of the Refunded Bonds and
not needed as a result of the establishment of the escrow
account and deposit of cash and securities therein .
4 . 02 . The Bonds shall be payable from a separate
Series 1989A Public Building ReEunding Bond Debt Service
Account ( the Account ) which shall be created and maintained on
the books of the Issuer as a separate debt service fund until
the Bonds , and all interest thereon , are fully paid . An
initial deposit of $ 7 , 550 . 37 , representing accrued interest
on the Bonds , unused bond discount and surplus funds , if any,
shall be made into the Account . Thereafter , all moneys
transferred pursuant to Section 4 . 01 shall be deposited in the
Account , as well as all ad valorem taxes levied and collected
as hereinafter specified . In order to produce aggregate
amounts not less than 5% in excess of the amounts needed to
meet when due the principal and interest payments on the Bonds ,
ad •valorem taxes are hereby levied on all taxable property in
the Issuer , said taxes to be levied and collected in the
following years and amounts :
l
Levy Collection Levy Collection
Year Year Amount Year `Dear Amount
1989 1990 $193 , 400 1996 1997 $298 , 389
1990 1991 211 , 234 1997 1998 315 , 762
1991 1992 227 ; 661 1998 1999 330 , 960
1992 1993 242 , 682 1999 2000 343 , 718
1993 1994 256 , 240 2000 2001 359 , 520
1994 1995 268 , 380
1995 1996 284 , 277
Said taxes shall be irrepealable as long as any of the Bonds
are outstanding and unpaid , provided that the Issuer reserves
the right and power to reduce said levies in accordance with
the provisions of Minnesota Statutes , Section 475 . 61 . The
Issuer also recognizes and reaffirms its pledge of the full
faith and credit of the Issuer to the payment of the Bonds and ,
in the event that said taxes do not prove sufficient to pay
principal and interest on the Bonds , the Issuer will promptly
Levy additional taxes as n�. essary for such payment without
limitation as to rate or ar' punt .
- 13-
4 . 03 . In order to ensure compliance with Section 148
of the Internal Revenue Code , of 1986 ( the Code) , and
applicable regulations , the City Finance Director/Clerk, upon
allocation of any funds to the Account , shall ascertain the
balance then on hand in the Account . If it exceeds the amount
of principal and interest on the Bonds to become due and
payable through February 1 next following , plus a reasonable
carryover equal to 1/ 12th of the debt service due in the
following bond year , said excess shall (unless an opinion is
otherwise received from bond counsel) be used to prepay or
purchase Bonds , or invested at a yield which does not exceed
the yield on the Bonds calculated in accordance with said
Section 148 ( 6 . 95 a ) .
Section 5 . Rebate to the United States .
5 . 01 . The " Rebate Amount " is an amount equal to the
sum of :
( 1 ) the excess of :
( i ) the aggregate amount earned from the date of
issue of the Bonds on all Nonpurpose
Obligations in which Gross Proceeds of the
Bonds are invested (other than amounts
attributable to the excess described in this
clause) over ,
( ii ) the amount that would have been earned if
the yield on such Nonpurpose Obligations had
been equal to the yield (determined on the
basis of the issue price) on the Bonds plus
( 2 ) any income attributable to the excess described
in Section 5 . 01 ( 1 ) above (whether or not such
income exceeds the yield on the Bonds ) .
5 . 02 . For purposes of determining the aggregate
amount earned on a Nonpurpose Obligation , any gain or loss on
the disposition of a Nonpurpose Obligation shall be taken into
account . In addition , iE any Nonpurpose Obligation is retained
after retirement of the Bonds , any unrealized gain or loss as
of the date of retirement of the Bonds must be taken into
account in calculating the aggregate amount earned on a
Nonpurpose Obligation .
5 . 03 . For purposes of determining the aggregate
amount earned on a Nonpurpose Obligation in determining the
Rebate Amount , any amount earned on the Account established in
Section 4 . 02 hereof (other than on any excess not qualifying
for the temporary period permitted a " bona fide debt service
/ fund" ) , shall not be taken into account .
- 14 -
5 . 04 . At least once a year beginning on the date of
issue of the Bonds and ending upon retirement of the last
Bonds , the City Finance Director/Clerk will cause to be made a
determination of the Rebate Amount . The first determination of
the Rebate Amount shall be made on the date which is one year
after the date of issue of the Bonds . The determination of the
Rebate Amount for each succeeding year shall be made on the
date which is one year after the date of the previous
determination of the Rebate Amount . The determination of the
Rebate Amount made each year shall be computed for the period
beginning on the date of issue of the Bonds to the date on
which the determination of the Rebate Amount is made .
5 . 05 . Records of the determinations of the Rebate
Amount shall be retained by the City Finance Director/Clerk
until. 6 years after the retirement of the Bonds .
5 . 06 . At least once every five years beginning on the
date of issue of the Bonds , the City Finance Director/Clerk,
acting on behalf of the Issuer , shall make installment payments
in an amount at least equal to 90 percent of the Rebate Amount ,
if any. The first installment payment of the Rebate Amount
shall be made no later than 30 days after the end of the 5 year
period beginning on the date of issue of the Bonds . Each
subsequent installment payment shall be made no later than 5
yeas after the previous payment was made . The last
installment payment shall be made no later than 30 days after
the day on which the last Bonds are redeemed o�_ paid and shall
be in an amount sufficient to pay the remaining balance of tine
Rebate Amount .
5 . 07 . Each installment payment of the Rebate Amount
shall be :
( i ) filed with the Internal Revenue Service Center ,
Philadelphia , Pennsylvania 19255 ;
( ii ) accompanied by a copy of the Form 8038G , filed
With respect to the Bonds ;
( iii ) accompanied by a statement summarizing the
determination of the Rebate Amount .
5 . 08 . Each payment of the Rebate Amount shall be made
from available funds of the Issuer .
5 . 09 . To insure full compliance with the above
provisions , the Issuer agrees not to make a "prohibited
payment" . A " prohibited payment " is a payment , or an agreement
to pay, to a party other than the United States , an amount that
-15-
is required to be paid to the United States by entering into a
transaction that reduces the amount described in 5 . 01 above .
5 . 10 . The Issuer will comply with all Regulations and
Rulings promulgated pursuant to Section 148 of the Code and, if
any such Regulations or Rulings conflict with the provisions of
this Section 5 , the provisions of said Regulations and Rulings
shall be controlling .
Section 6 . Tax Covenant ; Arbitrage .
6 . 01 . The Issuer covenants and 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 which would cause the interest
payable on the Bondi to become subject to taxation under the
Code , and any applicable Treasury Regulations ; and that it will
take , or it will cause its officers , employees or agents to
take , all actions which may be necessary to insure that such
interest will not become subject to taxation under the Code,
including , without limitation, compliance with Section 148 of
the Code . References to the Code herein include all
regulations , amended regulations and proposed regulations
issued thereunder as now existing o - as hereafter amended or
proposed .
( 6 . 02 . The Issuer certifies that the proceeds of the
Refunded Bonds were expended for the construction and equipping
of the City buildings (the Improvements) , which Improvements
are owned by the Issuer and available for use by members of the
general public on an equal basis . The Issuer. will continue to
own, operate and maintain the Improvements as public facilities
and improvements , and will not enter into any lease or other
agreement respecting the Improvements which would cause the
Bonds to be considered " private activity bonds " or " private
loan bonds " pursuant to Section 141 of the Code .
6 . 03 . The Mayor. , the City Manager and the City
Finance Director/Clerk 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 certification in order to satisfy the
provisions of the Code and the Regulations .
Section 7 . Redemption of Refunded Bonds and
Certification of Proceedings .
7 . 01 . The City Finance Director/Clerk is hereby
authorized and directed forthwith to call for redemption and
prepayment on their earliest redemption date all Refunded Bonds
- 16-
which by their terms are subject to redemption. Notice of the
redemption of the Refunded Bonds shall be published and mailed
in accordance with the terms of the resolution authorizing
their issuance .
7 . 02 . The City Finance Director/Clerk is directed to
file with the County Auditor of Hennepin County a certified
copy of this resolution, and to obtain from the County Auditor
a certificate stating that the Bonds have been entered upon his
bond register and the tax required by law has been levied.
7 . 03 . The officers of the Issuer and County Auditor
are authorized and directed to prepare and furnish to the
Purchaser , and to Dorsey & Whitney, bond counsel , certified
copies of all proceedings and records of the Issuer relating to
the authorization and issuance of the Bonds and such other
affidavits and certificates as may reasonably be required to
show the facts relating to the legality and marketability of
the Bonds as such facts appear from the officers ' books and
records or are otherwise known to them . All such certified
copies , certificates and affidavits , including any heretofore
furnished , shall be deemed representations of the Issuer as to
the correctness of all statements contained therein .
Section 8 . Official Statement . The Official
Statement relating to the Obligations , dated February 27 , 1989 ,
prepared and delivered on behalf of the Issuer by Springsted
Incorporated, is hereby approved . The officers of the Issuer
are hereby authorized and directed to execute such certificates
as may be appropriate concerning the accuracy, completeness and
sufficiency thereof .
Attest _ �` �'�•
.0 nance Director/ Mayor
Clerk
r,
{!1
T
}ti�
-17- }
t The motion for the adoption of the foregoing
resolution was duly seconded by Member Pidcock and upon
vote being taken thereon , the following voted in favor thereof:
All members
and the following voted against the same : None
whereupon the resolution was declared duly passed and adopted,
signed by the Mayor and his signature was attested by the City
Finance Director/Clerk.
- 1$-
CERTIFICATION OF MINUTES RELATING TO
$2 , 770 , 000 GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING
BONDS , SERIES 1989B
Issuer : City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting : A regular meeting held
Tuesday, March 7 , 1989 at 7 : 30 o ' clock P .M. , at the City Hall
in Eden Prairie , Minnesota .
Members present : R. Anderson, D. Tenpas , J. Harris ,
P . Pidcock & Mayor G. Peterson,.
Members absent : None
Documents Attached :
Minutes of said meeting ( including) :
RESOLUTION NO . 89- 55
RESOLUTION AUTHORIZING ISSUANCE , PRESCRIBING THE
FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF
$2 , 770 , 000 GENERAL OBLIGATION RECREATIONAh
FACILITY REFUNDING BONDS , SERIES 1989E
I , the undersigned, certify that the documents
attached hereto , as described above, have been carefully
compared with the original records of said corporation, from
which they have been transcribed; that said documents are a
correct and complete transcript of the minutes of a meeting of
the governing body of said corporation, and correct and
complete copies of all resolutions and other actions taken and
of all documents approved by the governing body at said
meeting , so far as they relate to said bonds ; and that said
meeting was duly held by the governing body at the time and
place and was attended throughout by the members indicated
above , pursuant to call and notice of such meeting given as
required by law.
WITNESS my hand officially this 7th day of March ,
1989 .
John Frane ,
Zity Finance Director/Clerk
5021Y
. =z
5Y'•
The City Finance Director/Clerk presented to the
Council affidavits showing publication in the official
newspaper and Northwestern Financial Review of the Notice of
Bond Sale of $2 , 770 , 000 General Obligation Recreational
Facility Refunding Bonds , Series 1989B , of the City, in
accordance with the resolution adopted February 7 , 1989 . Said
affidavits were examined and found satisfactory and directed to
be placed on file .
The City Finance Director/Clerk then reported that
5 sealed bids for the bonds had been received at the time
and place designated in the notice of sale . The bids received
were as follows :
Bid For Interest Total Interest Cost
Name of Bidder Principal Rates - Net Average Rate
See Attached
SPFi1 NGSTED
�® PUBLIC FINANCE ADVISORS
1 ?_. Fast S1,�rtr f,a:: S..,. ,,
sar, Pa"',
$2,770,000
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION RECREATIONAL FACILITY REFUNDING BONDS, SERIES 1989B
AWARD: PIPER, JAFFRAY & HOPWOOD, INCORPORATED
FIRST BANK NATIONAL ASSOCIATION
-And Associates-
SALE: March 7, 1989 Moody's Rating: A
Interest Net Interest
Bidder Rates Price Cost & Rate
PIPER, JAFFRAY & HOPWOOD, 6.70% 1990-1993 $2,732,692.80 $1 ,819,439.70
INCORPORATED 6.75% 1994-1995 (7.0710%)
FIRST BANK NATIONAL ASSOCIATION 6.80% 'i 996-1997
Allison-Williams Company 6.90% 1998-1 999
Robert W. Baird & Company, 7.00% 2000-2002
Incorporated
( Craig-Hallum, Incorporated
Marquette Bank Minneapolis, N.A.
PRUDENTIAL-BACHE SECURITIES 7.75% 1990-1995 $2,728,450.00 $1,847,613.13
INCORPORATED 7.25% 1996 (7.1805%)
SHEARSON LEHMAN HUTTON, INC. 6.90% 1997-1998
DEAN WIT-TER REYNOLDS INC. 6.95% 1999
DREXEL BURNHAM LAMBERT 7.00% 2000
INCORPORATED 7.05% 2001
PaineWebber Incorporated 6.75% 2002
NORWEST INVESTMENT SERVICES, 6.70% 1990-1991 $2,728,754.80 $1,847,929.26
INCORPORATED 6.75% 1992-1993 (7.18177%)
THE NORTHERN TRUST COMPANY 6.80% 1994
JURAN & MOODY, INCORPORATED 6.85% 1995
MERRILL LYNCH CAPITAL MARKETS 6.90% 1996
GROUP 6.95% 1997
American National Bank of 7.00% 1998-2000
Saint Paul 7.125% 2001-2002
Smith Barney, Harris Upham
& Company incorporated
Dougherty, Dawkins, Strand
& Yost, Incorporated
(Continued)
rT, ' r(i C:a _.
n-1i3rt3U ,1i5. r era 4C2�1 1�442
22
Fax 317.;?3' ±639
Interest Net Interest
Bidder Rates Price Cost & Rate
Moore, Juran & Company,
Incorporated
Miller & Schroeder Financial,
Incorporated
M.H. Novick & Company,
Incorporated
Park Investment Corporation
DAIN BOSWORTH INCORPORATED 6.70% 1990-1991 $2,739,530.00 $1 ,855,295.42
MILLER SECURITIES, INCORPORATED 6.75% 1992-1993 (7.2103%)
6.80% 1994-1995
6.90% 1996-1997
7.00% 1998
7.10% 1999
7.1 5% 2000
7.20% 2001
7.25% 2002
CLAYTON BROWN & ASSOCIATES, 6.90% 1990-1993 $2,728,565.69 $1 ,893,472,44
INCORPORATED 7.00% 1994-1995 (7.35876%)
BLUNT, ELLIS & LOEWI, 7.10% 1996-1997
INCORPORATED 7.20% 1998
GRIFFIN, KUBIK, STEPHENS & 7.25% 1999-2002
THOMPSON, INC.
------------------------------------------------------- --------------------------------------------------------------------------------------------------------
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
6.70% 1990 Par
6.70% 1991 Par
6.70% 1992 Par
6.70% 1993 Par
6.75% 199.4 Par
6.75% 1995 Par
6.80% 1996 Par
6.80% 1997 6.85%
6.90% 1998 Par
6.90% 1999 6.95%
7.00% 2000 Par
7.00% 2001 7.05%
7.00% 2002 7.10%
BBI: 7.56
Average Maturity: 9.00 Years