HomeMy WebLinkAboutResolution - 91-195 - Sale of $6,050,000 Improvement Bonds - 08/20/1991 CERTIFICATION OF MINUTES RELATING TO
$6, 050, 000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991B
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held
Tuesday, August 20, 1991, at 7 :30 o'clock P .M. , at the City Hall.
Members present : Richard Anderson, H. Martin Jessen, Jean Harris,
Patricia Pidcock and Mayor Douglas Tenpas
Members absent: None
Documents Attached:
Minutes of said meeting (including) :
RESOLUTION NO. 91- 195
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING
THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF
$6, 050, 000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991B
I, the undersigned, being the duly qualified and acting
recording officer of the public corporation issuing the bonds
referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal
custody, 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 as such recording officer
this 20th day of August, 1991.
��L
F' irector/Clerk
• The Finance Director/Clerk presented to the City Council
affidavits showing publication in the official newspaper and in
the Northwestern Financial Review of a Notice of Sale of
$6, 050, 000 General Obligation Improvement Bonds, Series 1991B, of
the City, for which bids were to be considered at this meeting in
accordance with the resolution adopted by the City Council on July
30, 1991 . The affidavits were examined and found satisfactory and
directed to be placed on file in the office of the Finance
Director/Clerk.
The Finance Director/Clerk reported that 2 sealed
bids had been received at or prior to the time stated in the
Notice of Sale, and the bids having been opened, publicly read and
considered, were all found to conform to the Notice of Sale and
the Official Notice of Sale and the highest and best bid of each
bidder was found to be as follows :
(See next page)
•
KA SPRINGSTED
FFA PUBLIC FINANCE ADVISORS
16655 West Bluemound Road 85 East Seventh Place 6800 College Boulevard
Suite 290 - Suite 100 Suite 600
Brookfield,WI 53005-5935 Saint Paul,MN 55101-2143 Overland Park,KS 6621 1-1 533
(414) 782-8222 (612) 223-3000 (913)345-8062
Fax:(414)782-2904 Fax:(612)223-3002 Fax:(913)345-1770
2739 Second Avenue S.E. 222 South Ninth Street
Cedar Rapids,IA 52403-1434 Suite 2825
(319) 3 -2221 9 Minneapolis,MN 55402-3368
Fa ( 3 (612)333-2363
$6,050,000
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991 B
AWARD: PRUDENTIAL SECURITIES, INC.
DEAN WITTER REYNOLDS INCORPORATED
LEHMAN BROTHERS
BEAR, STEARNS & CO., INC.
• A. G. EDWARDS & SONS, INCORPORATED
OPPENHEIMER &CO., INC.
SALE: August 20, 1991 Moody's Rating: Al
Interest True Interest
Bidder Rates Price Cost& Rate
PRUDENTIAL SECURITIES, INC. 5.00% 1993 $5,956,140.00 $3,696,086.04
DEAN WITTER REYNOLDS 5.20% 1994 (6.4628%)
INCORPORATED 5.40% 1995
LEHMAN BROTHERS 5.60% 1996
BEAR, STEARNS & CO., INC. 5.75% 1997
A. G. EDWARDS &SONS, 5.90% 1998
INCORPORATED 6.00% 1999
OPPENHEIMER & CO., INC. 6.10% 2000-2001
6.20% 2002
6.30% 2003
6.40% 2004
6.50% 2005-2007
6.60% 2008-2012
(Continued)
•
Interest True Interest
Bidder Rates Price Cost&Rate
NORWEST INVESTMENT-SERVICES, 4.90% 1993 $5,983,450.00 $3,728,873.96&
INCORPORATED _ 5.10% 1994 (6.4819%)Imv
JURAN & MOODY, INCORPORATED 5.30% 1995
MERRILL LYNCH CAPITAL MARKETS 5.50% 1996
American National Bank Saint Paul 5.70% 1997
Miller & Schroeder Financial, Inc. 5.90% 1998
Dougherty, Dawkins, Strand & Bigelow, 6.00% 1999
Incorporated 6.10% 2000
Moore, Juran and Company, 6.20% 2001
Incorporated 6.30% 2002
Peterson Financial Corporation 6.40% 2003
- In Association With - 6.50% 2004
PIPER, JAFFRAY& HOPWOOD, 6.60% 2005
INCORPORATED 6.70% 2006-2007
FBS INVESTMENT SERVICES, INC. 6.75% 2008-2009
Robert W. Baird & Company, 6.80% 2010-2012
Incorporated
Craig-Hallum, Incorporated
Marquette Bank Minneapolis, N.A.
- In Association With -
DAIN BOSWORTH INCORPORATED
Miller, Johnson & Kuehn, Inc.
Cronin & Company, Incorporated
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
5.00% 1993 Par
5.20% 1994 Par
5.40% 1995 Par
5.60% 1996 Par
5.75% 1997 Par
5.90% 1998 Par
6.00% 1999 Par
6.10% 2000 Par
6.10% 2001 6.20%
6.20% 2002 6.30%
6.30% 2003 6.40%
6.406/o 2004 6.50%
6.50% 2005 6.55%
6.50% 2006 6.60%
6.50% 2007 6.65%
6.60% 2008 6.70%
6.60% 2009 6.70%
6.60% 2010 6.75%
6.60% 2011 6.75%
6.60% 2012 6.75% •
BBI: 6.88
Average Maturity: 9.46 Years
• Councilperson Pidcock introduced the following
resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $6, 050, 000 GENERAL OBLIGATION IMPROVEMENT
BONDS, SERIES 1991B
BE IT RESOLVED by the City Council of the City of Eden
Prairie, Minnesota (the Issuer) , as follows:
Section 1 . Authorization and Sale.
(a) This Council, by its Resolution No. 91-174 adopted
on July 30, 1991, authorized the issuance and public sale of
$6, 050, 000 General Obligation Improvement Bonds, Series 1991B (the
Obligations) of the Issuer to finance the costs of various
improvement projects as described in Resolution No. 91-174 (the
Improvements.
(b) Notice of Sale has been duly published. Pursuant
to the Official Terms of Offering and the Notice of Sale, 2
sealed bids for the purchase of the Obligations were received at
or before the time specified for receipt of bids. The bids have
been opened, publicly read and considered and the purchase price,
interest rates and net interest cost under the terms of each bid
have been determined. The most favorable bid received is that of
Prudential Securities, Inc. of Chicago ,
and associates (the Purchaser) , to purchase the Obligations at a
price of $5,956,140.00 plus accrued interest on all Obligations
to the day of delivery and payment, on the further terms and
conditions hereinafter set forth.
(c) The sale of the Obligations is hereby awarded to
the Purchaser and the Mayor and the Manager are hereby
authorized and directed to execute a contract on behalf of the
Issuer for the sale of the Obligations in accordance with the
terms of the bid. The good faith deposit of the Purchaser shall
be retained by the Issuer until the Obligations have been
delivered. The good faith checks of other bidders shall be
returned to them forthwith.
Section 2 . Bond Terms: Registration: Execution and
Delivery,
2 .01. Issuance of Obligations. 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
Obligations having been done, now existing, having happened and
having been performed, it is now necessary for the City Council to
establish the form and terms of the Obligations, to-provide
• security therefor and to issue the Obligations forthwith.
2.02 . Dates, Maturities: Int res Ra : Denominations
and Payment . The Obligations shall be originally dated as of
September 1, 1991, shall be in denominations of $5,000 or any
integral multiple thereof, of single maturities, shall mature on
February 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
1993 $175, 000 5. 00% 2003 $225,000 6.30%
1994 575, 000 5 . 20 2004 225,000 6 .40
1995 550, 000 5.40 2005 225,000 6.50
1996 550, 000 5 .60 2006 225,000 6.50
1997 525, 000 5.75 2007 225,000 6.50
1998 425, 000 5 .90 2008 225, 000 6.60
1999 225, 000 6. 00 2009 250,000 6.60
2000 225, 000 6.10 2010 250,000 6.60
2001 225, 000 6.10 2011 250, 000 6 .60
2002 225, 000 6.20 2012 250, 000 6.60
The Obligations shall be issuable only in fully registered form.
The interest thereon and, upon surrender of each Obligation at the
principal office of the Registrar described herein, the principal
amount thereof, shall be payable by check or draft issued by the
Registrar described herein. The Registrar shall, upon the initial
issuance and delivery of the Obligations and any subsequent
transfer, exchange or substitution of Obligations, note thereon
the date of authentication and delivery thereof.
2 .03 . Interest Payment Dates . The interest on the
Obligations shall be payable on February 1 and August 1 in each
year, commencing August 1, 1992, 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 . Redemption. Obligations maturing in the years
1993 through 2000 shall not be subject to redemption prior to
maturity, but Obligations maturing in 2001 and later years shall
be subject to redemption and prepayment at the option of the
Issuer, in whole or in part, in such order as the Issuer shall
determine and within a maturity by lot as selected by the
Registrar in multiples of $5,000, on February 1, 2000, and on any
date thereafter, at a price equal to the principal amount thereof
and accrued interest to the date of redemption. The Finance
Director/Clerk shall cause notice of the call for redemption
thereof to be published as required by law, and at least thirty
• days prior to the designated redemption date, shall cause notice
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of call for redemption to be mailed, by first class mail, to the
registered holders of any Obligations to be redeemed at their
addresses as they appear on the bond register described in Section
2 .06 hereof, but no defect in or failure to give such mailed
notice of redemption shall affect the validity of proceedings for
the redemption of any Obligation not affected by such defect or
failure. Official notice of redemption having been given as
aforesaid, the Obligations or portions of Obligations 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 Issuer shall default in the payment of the
redemption price) such Obligations or portions of Obligations
shall cease to bear interest. Upon partial redemption of any
Obligation, a new Obligation or Obligations will be delivered to
the owner without charge, representing the remaining principal
amount outstanding.
In addition to the notice prescribed by the preceding
paragraph, the Finance Director/Clerk shall also give, or cause to
be given, notice of the redemption of any Obligation or
Obligations or portions thereof at least 35 days before the
redemption date by first class mail or telecopy to the Purchaser
and all registered securities depositories then in the business of
holding substantial amounts of obligations of the character of the
Obligations (such depositories now being The Depository Trust
Company, of Garden City, New York; Midwest Securities Trust
Company, of Chicago, Illinois; and Philadelphia Depository Trust
Company, of Philadelphia, Pennsylvania) and one or more national
information services that disseminate information regarding
municipal bond redemptions; provided that any defect in or any
failure to give any notice of redemption prescribed by this
paragraph shall not affect the validity of the proceedings for the
redemption of any Obligation or portion thereof.
2 .05. Appointment of Initial Registrar. The Issuer
hereby appoints Norwest Bank Minnesota, National Association
as the initial bond registrar, transfer agent and paying agent
(the Registrar) for the Obligations. The Mayor and Finance
Director/Clerk 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
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 days' notice and upon the appointment of a successor
Registrar, in which event the predecessor Registrar shall deliver
all cash and Obligations in its possession to the successor
Registrar and shall deliver the bond register to the successor
Registrar.
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• 2 .06 . Registration. 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
Obligations and the registration of transfers and exchanges
of Obligations entitled to be registered, transferred or
exchanged.
(b) Transfer of Obligations. Upon surrender for
transfer of any Obligation 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
Obligations 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 Obligations. Whenever any
Obligations are surrendered by the registered owner for
exchange the Registrar shall authenticate and deliver one or
more new Obligations of a like aggregate principal amount and
maturity, as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. All Obligations 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
Obligation is presented to the Registrar for transfer, the
Registrar may refuse to transfer the same until it is
satisfied that the endorsement on such Obligation 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 Issuer and the
Registrar may treat the person in whose name any Obligation
is at any time registered in the bond register as the
absolute owner of the Obligation, whether the Obligation
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shall be overdue- or not, for the purpose of - receiving payment
of or on account of, the principal of and interest on the
Obligation 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 Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or
exchange of Obligations (except for an exchange upon a
partial redemption of an Obligation) , 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, Los _, Stolen or Destroyed
Obligations . In case any Obligation shall become mutilated
or be destroyed, stolen or lost, the Registrar shall deliver
a new Obligation of like amount, number, maturity date and
tenor in exchange and substitution for and upon cancellation
of any such mutilated Obligation or in lieu of and in
substitution for any Obligation 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
Obligation destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Obligation
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 Obligations 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 Obligation has already matured or been called
for redemption in accordance with its terms it shall not be
necessary to issue a new Obligation prior to payment.
(i) Authenticating A 2m . The Registrar is hereby
designated authenticating agent for the Obligations, within
the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
2.07. Execution. Authentication and Delivery. The
Obligations shall be prepared under the direction of the Finance
Director/Clerk and shall be executed on behalf of the Issuer by
the signatures of the Mayor and the 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 Obligations shall cease to
be such officer before the delivery of any Obligation, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he had remained in office until
-5-
• delivery. Notwithstanding such execution, no Obligation 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 Obligation has been duly executed by the
manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Obligations need not
be signed by the same representative. The executed certificate of
authentication on each Obligation shall be conclusive evidence
that it has been authenticated and delivered under this
Resolution. When the Obligations have been prepared, executed and
authenticated, the Finance Director/Clerk 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 . Form of Obligations . The Obligations shall be
prepared in substantially the following form:
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• [Face of the Obligations]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION IMPROVEMENT BOND,
SERIES 1991B
Interest Maturity Date of
Rate Date Original Issue CUSIP
September 1, 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, COUNTY OF HENNEPIN, MINNESOTA
(the Issuer) , a duly organized and existing municipal corporation,
acknowledges itself to be indebted and for value received hereby
• promises to pay to the registered owner specified above, or
registered assigns, the principal sum specified above on the
maturity date specified above, and to pay interest thereon from
the date of original issue specified above, or from the most
recent date to which interest has been paid or duly provided for,
at the annual rate specified above, payable on February 1 and
August 1 in each year, commencing August 1, 1992, to the person in
whose name this Obligation is registered at the close of business
on the fifteenth day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon
presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check
or draft by , in
as Registrar and Paying Agent (the Registrar) , or its designated
successor 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, credit and taxing powers
of the Issuer have been and are hereby irrevocably pledged.
Additional provisions of this Obligation are contained on
the reverse hereof and such provisions shall for all purposes have
the same effect as though fully set forth hereon.
This Obligation 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
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• 3
• S
• shall have been executed by the Registrar by manual signature of
one of its authorized representatives.
IN WITNESS WHEREOF, the City of Eden Prairie, County of
Hennepin, Minnesota, by its City Council, has caused this
Obligation to be executed on its behalf by the printed facsimile
signatures of its Mayor and Manager.
Date of Authentication:
CITY OF EDEN PRAIRIE, MINNESOTA
(facsimile) (facsimile)
Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the
Resolution mentioned within.
• as Registrar
By
Authorized Representative
[Reverse of the Obligations]
This Obligation is one of an issue in the aggregate
principal amount of $6, 050,000, issued pursuant to a resolution
adopted by the City Council on August 20, 1991 (the Resolution) ,
to finance the cost of various improvements, and is issued
pursuant to and in full conformity with the Constitution and laws
of the State of Minnesota thereunto enabling, including Minnesota
Statutes Chapters 429 and 475. The Obligations are issuable only
in fully registered form, in denominations of $5, 000 or any
integral multiple thereof, of single maturities.
Obligations maturing in 2000 and earlier years are
payable on their respective stated maturity dates without option
of prior payment, but Obligations having stated maturity dates in
2001 and later years are each subject to redemption and prepayment
at the option of the Issuer, in whole or in part, in such order as
the Issuer shall determine and, within a maturity, by lot as
selected by the Registrar in multiples of $5, 000 on February 1,
-8-
i
• 2000, and on any date thereafter, at a price equal to the
principal amount thereof plus interest accrued to the date of
redemption. The Issuer will cause notice of the call for
redemption to be published as required by law and, at least thirty
days prior to the designated redemption date, will cause notice of
the call thereof to be mailed by first class mail to the
registered owner of any Obligation 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 Obligation not affected by such defect or
failure. Official notice of redemption having been given as
aforesaid, the Obligations or portions of Obligations 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 Issuer shall default in the payment of the
redemption price) such Obligations or portions of Obligations
shall cease to bear interest. Upon partial redemption of any
Obligation, a new Obligation or Obligations 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 Obligation is transferable
upon the books of the Issuer 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 Obligations
of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations 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 Registrar may deem and treat the
person in whose name this Obligation is registered as the absolute
owner hereof, whether this Obligation is overdue or not, for the
purpose of receiving payment and for all other purposes, and
neither the Issuer nor the Registrar shall be affected by any
notice to the contrary.
IT 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
Obligation 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
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2
• S
S required; that, prior to the issuance hereof the Issuer has by the
Resolution covenanted and agreed to levy special assessments upon
property specially benefited by the local improvements financed by
the Obligations, and ad valorem taxes on all taxable property in
the Issuer, which will be collectible for the years and in amounts
sufficient to produce sums not less than 5% in excess of the
principal of and interest on the Obligations when due, and has
appropriated such special assessments and taxes to its Series
1991B Improvement Bond Sinking Fund for the payment of such
principal and interest; that if necessary for payment of such
principal and interest, additional ad valorem taxes are required
to be levied upon all taxable property in the Issuer, without
limitation as to rate or amount; and that the issuance of this
Obligation, together with all other indebtedness of the Issuer
outstanding on the date hereof and on the date of its actual
issuance and delivery, does not cause the indebtedness of the
Issuer to exceed any constitutional or statutory limitation of
indebtedness .
Form of certificate to be printed on the reverse side of
each Obligation, 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
Obligations of the City of Eden Prairie, Hennepin County,
Minnesota, which includes the within Obligation, dated as of the
date of original delivery of and payment for the Obligations.
(Facsimile Signature) (Facsimile Signature)
Manager Mayor
The following abbreviations, when used in the inscription
on the face of this Obligation, shall be construed as though they
were written out in full according to applicable laws or regulations:
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TEN COM -- as tenants UTMA as Custodian for
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 may also be used though not in the
above list.
ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto the
within Obligation and all rights thereunder, and does hereby
irrevocably constitute and appoint
attorney to transfer the said Obligation on the books kept for
registration of the within Obligation, with full power of
substitution in the premises.
Dated:
NOTICE: The assignor's signature
to this assignment must correspond
with the name as it appears upon
the face of the within Bond in
every particular, without
alteration or enlargement or any
change whatsoever.
Signature Guaranteed:
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.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
-ZZ-
Section 3. Construction Fund. There is hereby.
established on the official -books and records of the Issuer a
General Obligation Improvement Bond, Series 1991B Construction
Fund (the Construction Fund) , and the Finance Director/Clerk shall
continue to maintain the Construction Fund until payment of all
costs and expenses incurred in connection with the construction of
the Improvements have been paid. To the Construction Fund there
shall be credited from the proceeds of the Obligations, exclusive
of unused discount, accrued and capitalized interest, an amount
equal to the estimated cost of the Improvements and from the
Construction Fund there shall be paid all construction costs and
expenses of the Improvements. There shall also be credited to the
Construction Fund all special assessments collected with respect
to the Improvements until all costs of the Improvements have been
fully paid. After payment of all construction costs, the
Construction Fund shall be discontinued and any proceeds remaining
therein may be transferred to the other funds or accounts
established for construction of other improvements instituted
pursuant to Minnesota Statutes, Chapter 429. All special
assessments on hand in the Construction Fund when terminated or
thereafter received, and any Obligation proceeds not so
transferred, shall be credited to the Debt Service Fund
established in Section 4 hereof. All proceeds of the Obligations
deposited in the Construction Fund will be expended solely for the
payment of the costs of the Improvements or other improvements
authorized pursuant to Chapter 429. All improvements so financed
will be owned and maintained by the Issuer and available for use
by members of the general public on a substantially equal basis.
The Issuer shall not enter into any lease, use or other agreement
with any non-governmental person relating to the use of the
Improvements or security for the payment of the Obligations which
might cause the Obligations to be considered "private activity
bonds" or "private loan bonds" pursuant to Section 141 of the
Internal Revenue Code of 1986, as amended (the Code) .
Section 4 . Debt Service Fund. There is hereby
established on the official books and records of the Issuer a
General Obligation Improvement Bond, Series 1991B Debt Service
Fund (the Debt Service Fund) , and so long as any of the
Obligations are outstanding and any principal of or interest
thereon unpaid, the Finance Director/Clerk shall continue to
maintain the Debt Service Fund, and the principal of and interest
on the Obligations shall be payable therefrom. The Issuer
irrevocably appropriates to the Debt Service Fund (a) any amount
in excess of $5, 944, 125 received from the Purchaser; (b)
capitalized interest in the amount of $ 90 .000 ; (c) all taxes
and special assessments levied and collected in accordance with
this Resolution; and (d) all other moneys as shall be appropriated
by the Council to the Debt Service Fund from time to time. If the
balance in the Debt Service Fund is at any time insufficient to
pay all interest and principal then due on all Obligations payable
therefrom, the payment shall be made from any fund of the Issuer
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• which is available for that purpose, subject to -reimbursement from
the Debt Service Fund when the balance therein is sufficient, and
the Council 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 . Special Assessments. The Issuer hereby
covenants and agrees that, for the payment of the cost of the
Improvements, the Issuer has done or will do- and perform all acts
and things necessary for the final and valid levy of special
assessments in an amount not less than 20% of the cost of the
Improvements. The Issuer estimates it will levy special
assessments in the aggregate principal amount of $ 5 ,464,850.00 ,
The principal of the assessments shall be payable over varying
periods (not in excess of twenty installments) , with interest on
unpaid installments thereof from time to time remaining unpaid at
an estimated rate of 8. 00 % per annum. It is estimated that the
principal and interest on such special assessments will be levied
and collected in the years and amounts shown on Appendix I
attached hereto. In the event any such assessment shall at any
time be held invalid with respect to any lot or tract of land, due
to any error, defect or irregularity in any action or proceeding
taken or to be taken by the Issuer or by the Council or by any of
the officers or employees of the Issuer, either in the making of
such assessment or in the performance of any condition precedent
thereto, the Issuer hereby covenants and agrees that it will
forthwith do all such further things and take all such further
proceedings as shall be required by law to make such assessment a
valid and binding lien upon said property.
Section 6. Levy of Ad Valorem TaXes. For the prompt
and full payment of the principal of and interest on the
Obligations as such payments respectively become due, the full
faith, credit and unlimited taxing powers of the Issuer shall be
and are hereby irrevocably pledged. In order to produce aggregate
amounts which, together with the collections of special
assessments as set forth in Section 5 will produce amounts not
less than 5% in excess of the amounts needed to meet when due the
principal and interest payments on the Obligations, ad valorem
taxes are hereby levied on all taxable property in the Issuer.
The taxes will be levied and collected in the following years and
amounts :
i
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Levy Collection Levy Collection
Year Year Amount Year Year Amount
1991 1992 $ 0 2001 2002 $80,299
1992 1993 37 ,942 2002 2003 79,501
1993 1994 81,772 2003 2004 78,467
1994 1995 95,769 2004 2005 77,195
1995 1996 82,361 2005 2006 75,924
1996 1997 64,519 2006 2007 74,654
1997 1998 81,603 2007 2008 99,395
1998 1999 80,862 2008 2009 96,155
1999 2000 81,188 2009 2010 92,916
2000 2001 80,862 2010 2011 89,691
The taxes shall be irrepealable as long as any of the Obligations
are outstanding and unpaid, provided that the Issuer reserves the
right and power to reduce the tax levies in accordance with the
provisions of Minnesota Statutes, Section 475. 61.
Section 7 . Defeasance. When all of the Obligations
have been discharged as provided in this section, all pledges,
covenants and other rights granted by this Resolution to the
holders of the Obligations shall cease. The Issuer may discharge
its obligations with respect to any Obligations 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
Obligation 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 Issuer may also discharge
its obligations with respect to any prepayable Obligations 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, interest and redemption
premium, if any, which are then due, provided that notice of such
redemption has been duly given as provided herein. The Issuer may
also at any time discharge its obligations with respect to any
Obligations, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably
in escrow, with a bank 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 principal, interest and
redemption premiums to become due thereon to maturity or earlier
designated redemption date.
Section 8 . Registration of Obligations . The Finance
Director/Clerk is hereby authorized and directed to file a
certified copy of this Resolution with the County Auditor of
Hennepin County, together with such additional information as the
Auditor may require, and to obtain from the Auditor a certificate
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1
1
• that the Obligations have been duly entered upon the Auditor's
bond register and the taxes required by law for the payment of the
Obligations have been levied.
Section 9. Authentication of Transcript . The officers
of the Issuer and the Auditor are hereby authorized and directed
to prepare and furnish to the Purchaser and to Dorsey & Whitney,
Bond Counsel, certified copies of all proceedings and records
relating to the Obligations and such other affidavits,
certificates and information as may be required to show the facts
relating to the legality and marketability of the Obligations, 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, affidavits and certificates, including any heretofore
furnished, shall be deemed representations of the Issuer as to the
correctness of all statements contained therein.
Section 10. official Statement. The Official Statement
relating to the Obligations, dated August 8, 1991, prepared and
delivered on behalf of the Issuer by Springsted Incorporated, is
hereby approved, and 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.
• Section 11. Tax Matters .
11.01. Covenant. The Issuer covenants and agrees with
the registered owners from time to time of the Obligations 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 on
the Obligations to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the Code) , and applicable
Treasury Regulations (the Regulations) , and covenants to take any
and all actions within its powers to ensure that the interest on
the Obligations will not become subject to taxation under the Code
and the Regulations. The Issuer will cause to be filed with the
Secretary of Treasury an information reporting statement in the
form and at the time prescribed by the Code.
11.02. Arbitrage Certification. The Mayor and Finance
Director/Clerk, being the officers of the Obligations charged with
the responsibility for issuing the Issuer 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 Sections 1.103-13, 1.103-14 and
1.103-15 of the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of
the Obligations which make it reasonable to expect that the
proceeds of the Obligations will not be used in a manner that
• would cause the Obligations to be arbitrage bonds within the
meaning of the Code and Regulations.
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r ,
11 .03. Rebate to the United States . The Issuer
acknowledges that the Obligations are subject to the rebate
requirements of Section 148 (f) of the Code. The Issuer 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 Section 148 (f) and applicable Regulations to
preserve the exclusion of interest on the Obligations from gross
income for federal income tax purposes, unless the Obligations
qualify for the exception from the rebate requirement under
Section 148 (f) (4) (C) of the Code and no "gross proceeds" of the
Obligations (other than amounts constituting a "bona fide debt
service fund") arise during or after the expenditure of the
original proceeds thereof. In furtherance of the foregoing, the
Finance Director/Clerk is hereby authorized and directed to
execute a Rebate Certificate, substantially in the form of the
Rebate Certificate currently on file in his office, and the Issuer
hereby covenants and agrees to observe and perform the covenants
and agreements contained therein, unless amended or terminated in
accordance with the provisions thereof.
9hil, 6 1- �wmv
• Doug as B. Tenpas, ayor•
;e�L
Attest:
Jo�/?�ane, Finance Director/Clerk
The motion for the adoption of the foregoing resolution
was duly seconded by Councilperson Harris and, upon
vote being taken thereon, the following voted in favor thereof:
Richard Anderson, H. Martin Jessen, Jean Harris, Patricia Pidcock
and Mayor Douglas Tenpas
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
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r '
APPENDIX I
CITY OF EDEN PRAIRIE, MINNESOTA
Prepared July 29, 1991
1991 IMPROVEMENT BOND FINANCING By SPRINGSTED Incorporated
PROJECTED ASSESSMENTS
PROJECTED ASSESSMENT INCOME
Fiting Collect
Year Year principal Interest Total
----- ------- --------- -------- -----
1991 1992 343,178 319,409 662,387
1992 1993 564,778 338,636 903,414
1993 1994 564,773 271,111 835,889
1994 1995 564,773 225,929 790,707
1995 1996 564,773 180,747 745,525
1996 1997 397,665 229,005 626,670
1997 1998 176,065 197,192 373,257
1998 1999 176,065 183,106 359,171
•1999 2000 176,065 169,021 345,086
2000 2001 176,065 154,936 331,001
2001 2002 176,065 140,851 316,916
2002 2003 176,065 126,766 302,831
2003 2004 176,065 112,680 288,745
2004 2005 176,065 98,595 274,660
2005 2006 176,065 84,510 260,575
2006 2007 176,065 70,424 246,489
2007 2008 176,065 56,340 232,405
2008 20M 176,065 42,255 218,320
2009 2010 176,D65 28,169 204,234
2010 2011 176,050 14,084 190,134
s