HomeMy WebLinkAboutResolution - 91-214 - Sale of Refunding Bonds - 09/17/1991 CERTIFICATION OF MINUTES RELATING TO
$ 7, 235, 000 GENERAL OBLIGATION INL-ROVEMENT REFUNDING BONDS,
SERIES 1991D
County: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on
Tuesday, September 17, 1991 at 7 :30 o'clock p.m. , at the City
Hall.
Member 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. 91-214
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $7,235, 000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 1991D
• 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 17th day of September, 1991 .
F'n nce Director/Clerk
It was reported that 3 sealed bids for the
purchase of $7, 235, 000* General Obligation Improvement Refunding
Bonds, Series 1991D were received prior to 12 :00 noon, pursuant to
the Official Statement distributed to potential purchasers of the
Bonds by Springsted, Incorporated, financial consultants to the
Issuer. The bids have been publicly opened, read and tabulated
and were found to be as follows:
(See Attached)
SPRINGSTED
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 551 01-21 43 Overland Park,KS 66211-1533
(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) 363-2221 Minneapolis,MN 55402-3368
Fax:(319)363-6999 (612)333-9177
Fax:(612)333-2363
$7,235,000*
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1991 D
AWARD: NORWEST INVESTMENT SERVICES, INC.
JURAN & MOODY, INCORPORATED
SMITH BARNEY, HARRIS & UPHAM, INCORPORATED
And Associates
- In Association With-
FBS INVESTMENT SERVICES, INC.
And Associates
-In Association With -
DAIN BOSWORTH INCORPORATED
And Associates
ALE: September 17, 1991 Moody's Rating: Al
Interest True Interest
Bidder Rates Price Cost&Rate
NORWEST INVESTMENT SERVICES, INC. 4.50% 1992 $7,169,885.00 $1,554,756.67
JURAN & MOODY, INCORPORATED 4.75% 1993 (5.7571%)
SMITH BARNEY, HARRIS & UPHAM, 5.00% 1994
INCORPORATED 5.20% 1995
MERRILL LYNCH CAPITAL MARKETS 5.40% 1996
American National Bank of Saint Paul 5.50% 1997
Dougherty, Dawkins, Strand & Bigelow, 5.60% 1998
Incorporated 5.70% 1999
John G. Kinnard & Company Incorporated 5.80% 2000
Moore, Juran and Company, Incorporated 5.90% 2001
Peterson Financial Corporation
- In Association With -
FBS INVESTMENT SERVICES, INC.
Craig-Hallum, Incorporated
Marquette Bank Minneapolis, N.A.
- In Association With -
DAIN BOSWORTH INCORPORATED
Miller, Johnson & Kuehn, Inc.
Cronin & Company, Incorporated
0 (Continued)
, r ,
Interest True Interest
Bidder Rates Price Cost& Rate
DEAN WITTER REYNOLDS INCORPORATED 4.60% 1992 $7,169,013.40 $1,568,921.60,
LEHMAN BROTHERS 4.80% 1993 (5.8098%)
PRUDENTIAL SECURITIES, INC. 5.00% 1994
PAINEWEBBER INCORPORATED 5.20% 1995
BEAR, STEARNS & CO., INC. 5.40% 1996
A.G. EDWARDS &SONS, INCORPORATED 5.60% 1997
5.70% 1998
5.80% 1999-2000
5.90% 2001
KEMPER SECURITIES GROUP, INC. 4.60% 1992 $7,189,932.80 $1,576,050.53
CLAYTON BROWN &ASSOCIATES, 4.90% 1993 (5.8201%)
INCORPORATED 5.10% 1994
GRIFFIN, KUBIK, STEPHENS & 5.30% 1995
THOMPSON, INC. 5.50% 1996
5.60% 1997
5.80% 1998
5.90% 1999
6.00% 2000-2001
These Bonds are being reoffered at par.
BBI: 6.81
Average Maturity: 3.75 Years
* The size of this issue was not changed subsequent to bid opening.
Member Harris introduced the following
resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $7,235,000 GENERAL OBLIGATION
IMPROVEMENT REFUNDING BONDS, SERIES 1991D
BE IT RESOLVED by the City Council of City of Eden
Prairie, Minnesota (the Issuer) , as follows:
Section 1 . Authorization and Sale.
(a) This Council, by Resolution No. 91-197 adopted
August 20, 1991, authorized the issuance and public sale of
$7, 235, 000 approximate principal amount of General Obligation
Improvement Refunding Bonds, Series 1991D (the Bonds) , the
proceeds of which would be used, together with any additional
funds of the Issuer which might be required, to advance refund on
their first available redemption dates, the following issues of
bonds (collectively, the Refunded Bonds) :
Date of Original Maturities
Original Principal Being
Title Issue Amount Refunded
General Obligation
• Improvement Bonds 12/l/83 $2,200, 000 92-01
General Obligation
Improvement Bonds 12/1/82 $6,200, 000 92-00
of 1982
General Obligation
Improvement Bonds 3/1/82 $1, 100, 000 92-95
of 1982
Improvement Bonds 5/1/80 $7, 450, 000 92-98
By redeeming the Refunded Bonds from the proceeds of the Bonds the
Issuer will achieve a savings (after deduction of any discount and addition
of any premium and any contribution by the City to the refunding, including
the payment of issuance expenses in addition to those paid from the proceeds
of the Bonds) in total debt service on the Refunded Bonds of $838 ,872.05,
the present value of which, computed at the yield on the Refunding Bonds,
is $595,955.84. The present value savings is at least 3% of the total
debt service on the Refunded Bonds, computed to their stated maturities.
(b) Notice of Sale has been duly published. Pursuant
to the Official Terms of Offering and the Notice of Sale, 3
sealed bids for the purchase of the Bonds 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
Norwest Investment Services , Inc. ,of Minneapolis
and associates (the Purchaser) , to purchase the Bonds at a price
of $ 7 ,235,000 plus accrued interest on all Bonds to the day
of delivery and payment, on the further terms and conditions
hereinafter set forth.
(c) The sale of the Bonds is hereby awarded to the
Purchaser and the Mayor and Manager are hereby authorized and
directed on behalf of the Issuer to execute a contract for the
sale of the Bonds in accordance with the terms of the bid. The
good faith deposit of the Purchaser shall be retained and
deposited by the Issuer until the Bonds have been delivered and
shall be deducted from the purchase price paid at settlement. The
good faith checks of other bidders shall be returned to them
forthwith.
(d) 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, 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.
Section 2 . Bond Terms: Registration; Execution and
Delivery.
• 2 .01. Maturities: Interest Rates; Denominations and
Payment . The Bonds shall be designated "General Obligation
Improvement Refunding Bonds, Series 1991D, " shall be in
denominations of $5,000 or any integral multiple thereof, shall
mature on February 1 in the years and amounts set forth below, and
Bonds maturing in such years and amounts shall bear interest from
date of issue until paid or duly called for redemption at the
annual rates shown opposite such years and amounts, as follows:
Year Amount Rate
1992 $1,455,000 4.50%
1993 850,000 4.75
1994 830,000 5.00
1995 805,000 5.20
1996 680,000 5.40
1997 660,000 5.50
1998 665,000 5 .60
1999 615,000 5 .70
2000 590,000 5.80
2001 85,000 5.90
The Bonds shall be issued only in fully registered form, in single
maturities. The interest thereon and, upon surrender of each Bond
at the principal office of the Registrar described herein, the
. principal thereof, shall be payable by check or draft issued by
the Registrar.
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• 2.02 . Dates and Interest Payment Dates. Each Bond
shall bear a date of original issue of October 1, 1991. Upon the
initial delivery of the Bonds pursuant to Section 2.07 and upon
any subsequent transfer or exchange pursuant to Section 2 .05, the
date of authentication shall be noted on each Bond so delivered,
exchanged or transferred. The interest on the Bonds shall be
payable on February 1 and August 1, commencing February 1, 1992,
to the owners 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 .03 . Redemption. Bonds maturing in the years 1992
through 1999 shall not be subject to redemption prior to maturity,
but Bonds maturing in the years 2000 and 2001 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, 1999, 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 of the call thereof for
redemption to be mailed, by first class mail, to the registered
owners of any Bonds to be redeemed at their addresses as they
appear on the bond register described in Section 2 .05 hereof.
• 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 Issuer
shall default in the payment of the redemption price) such Bonds
or portions of 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.
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 Bond or Bonds 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 Bonds
(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
•
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affect the validity of the proceedings for the redemption of any
Bond or portion thereof.
2.04 . Appointment of Initial Registrar. The Issuer
hereby appoints Norwest Bank Minnesota, National Association
in Minneapolis , as the initial bond registrar,
transfer agent and paying agent (the Registrar) . The Mayor and
the 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 Bonds in its possession to the
successor Registrar and shall deliver the bond register to the
successor Registrar.
2.05. 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
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.
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• (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 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 of 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) Taxes. Fees and Charge. 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 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 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
A
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terms it shall not be necessary to issue a new Bond prior to
payment.
2.06. Preparation and Delivery. The Bonds 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 Manager, provided that all signatures of the
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 a 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
Auditor shall deliver the same to the Purchaser thereof upon
payment of 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.
• Section 3. Form of Bonds. The Bonds shall be printed in
substantially the following form:
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(Face of the Bonds]
•
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION. IMPROVEMENT REFUNDING BOND, SERIES 1991D
Date of
Rate Maturity Original Issue CUSIP
October 1, 1991
Registered Owner:
Principal Amount:
THE CITY OF EDEN PRAIRIE, MINNESOTA (the Issuer) ,
acknowledges itself to be indebted and, for value received, hereby
promises to pay to the registered owner named above, or registered
assigns, the principal amount specified above, on the maturity
date specified above, or earlier designated redemption date, with
interest thereon from the date of original issue hereof or from
the most recent interest payment date to which interest has been
paid or duly provided for, at the annual rate specified above.
Interest hereon is payable on February 1 and August 1 in each
year, commencing February 1, 1992, 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. The interest hereon and, upon presentation and surrender
hereof at the principal corporate trust office of the Registrar
described below, the principal hereof are payable in lawful money
of the United States of America by check or draft drawn on
, in ,
Minnesota, as bond registrar, transfer agent and paying agent or
its successor designated under the Resolution described herein
(the Registrar) . For the prompt and full payment of such
principal and interest as the same become due, the full faith,
credit and taxing powers of the Issuer are hereby irrevocably
pledged
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
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• Resolution until the Certificate of Authentication hereon shall
have been executed by the Registrar by manual signature of one of
its authorized representatives.
IN WITNESS WHEREOF, 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 Manager.
Date of Authentication:
(facsimile signature) (facsimile signature)
Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
as Registrar
• By
Authorized Representative
[Reverse of the Bonds)
This Bond is one of an issue in the aggregate principal
amount of $ 7,235,000 (the Bonds) , issued pursuant to a
resolution adopted by the City Council on September 17, 1991 (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,
Chapters 429 and 475. The Bonds are issuable only in fully
registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
Bonds maturing in 1999 and earlier years are payable on
their respective stated maturity dates without option of prior
payment, but Bonds having stated maturity dates in 2000 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, 1999, and on any
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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 Bond to
be redeemed at the owner's address as it appears on the bond
register maintained by the Bond 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 Issuer shall default in the payment of
the redemption price) such Bonds or portions of 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 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 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 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
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
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 Bonds are payable from a separate debt redemption fund of the
Issuer and from ad valorem taxes and other funds which have been
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appropriated to such fund; ,that, if necessary for payment of such
principal and interest, additional 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.
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 Improvement Refunding Bonds, Series 1991D of City of
Eden Prairie, Hennepin County, Minnesota, which includes the
within Bond, dated as of the date of original delivery of and
payment for the Bonds .
(Facsimile Signature) (Facsimile Signature)
Manager Mayor
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 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 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.
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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
whatever.
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:
•
•
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Section 4 . Use of Proceeds and Escrow Account. The
proceeds of the Bonds, other than any unused discount, premium and
accrued interest, and other than any amounts set aside to pay
expenses, are irrevocably appropriated for the payment of interest
to become due on the Refunded Bonds to and including the various
redemption dates (the Redemption Dates) as described in the
Exhibits to the the Escrow Agreement, dated as of the date of
closing of the Bonds and for the payment and redemption of the
principal amount of the Refunded Bonds on the Redemption Dates.
The Finance Director/Clerk is hereby authorized and directed,
simultaneously with the delivery of the Bonds, to deposit the
proceeds thereof, to the extent described above, and any
additional sum which may be required, in escrow (the Escrow
Account) with First Trust National Association
in St. Paul (the Escrow Agent) , 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 475.67, 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 make the
above-described payments. The Mayor and the Finance
Director/Clerk are hereby authorized to enter into the Escrow
Agreement with the Escrow Agent establishing the terms and
conditions for the Escrow Account in accordance with Minnesota
Statutes, Section 475 . 67 .
• Section 5 . Security Provisions.
5.01. Sinking Fund. The Bonds shall be payable from a
separate Series 1991D Refunding Bond Sinking Fund (the Sinking
Fund) which shall be created and maintained on the books of the
Issuer as a separate debt redemption fund until the Bonds, and all
interest thereon, are fully paid. All interest earned on the
investments held in the escrow account established in Section 4 to
and including the Redemption Dates, and all ad valorem taxes and
special assessments levied and collected as hereinafter specified,
shall be credited to the Sinking Fund, as well as any other funds
appropriated by the Council for the payment of the Bonds.
5.02. Special Assessments . The Issuer hereby covenants
and agrees that, for the payment of the Bonds, in addition to the
Sinking Fund and the ad valorem taxes, the Issuer has done or will
do and perform all acts and things necessary for the final and
valid levy of special assessments. The Issuer has levied
assessments in the aggregate principal amount of $6 ,0981623.00
It is estimated that the principal and interest on such special
assessments will be collected in the years and amounts as follows:
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Levy Collection
Year Year Amount
1991 1992 $1,140,288
1992 1993 1,082,216
1993 1994 1,002,814
1994 1995 823,471
1995 1996 799,493
1996 1997 746,088
1997 1998 622,468
1998 1999 539,265
1999 2000 454,016
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.
5.03 . Tax Levy. 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 Issuer shall be and are hereby irrevocably
pledged. To provide moneys for the payment of the principal and
interest on the Bonds, in addition to the Sinking Fund and the
special assessments, there is hereby levied upon all taxable
property in the Issuer a direct, annual ad valorem tax which shall
be spread upon the tax rolls for collection in the years and
amounts as follows, with and as part of other general taxes of the
Issuer, as follows:
Levy Collection
Year Year Amount
1991 1992 $ 75,911
1992 1993 70,590
1993 1994 80,167
1994 1995 84,307
1995 1996 48,729
1996 1997 69,269
1997 1998 101,287
1998 1999 121,432
1999 2000 0
The taxes shall be irrepealable so long as any of the Bonds are
•
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outstanding and unpaid; provided that the Issuer reserves the
• right and power to reduce levies in the manner and to the extent
permitted by Minnesota Statutes, Section 475. 61.
In order to ensure compliance with the Internal Revenue
Code of 1986, as amended (the Code) , and applicable regulations,
the Treasurer, upon allocation of any funds to the Sinking Fund,
shall ascertain the balance then on hand in the Fund. 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 Section 148 of
the Code.
Section 6. 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 owners of the Bonds
shall cease. The Issuer may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably
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, the Issuer may nevertheless be discharge its
liability with respect thereto by depositing with the Registrar a
sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit . The Issuer 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 a sum sufficient for the payment thereof in full;
provided that notice of the redemption thereof has been duly given
as provided in Section 2.04 . The Issuer 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
qualified by law as an escrow agent for this purpose, cash or
securities which are general obligations of the United States or
securities of United States agencies which are authorized by law
to be so deposited, bearing interest payable at such times and at
such rates and maturing on such dates as shall be required,
without reinvestment, to pay all principal and interest to become
due thereon to maturity or, if notice of redemption as herein
required has been irrevocably provided for, to such earlier
redemption date.
Section 7 . Tax Matters.
(a) The Issuer covenants and agrees with the owners
from time to time of the Bonds herein authorized, that it will not
take, or permit to be taken by any of its officers, employees or
•
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Bonds to become subject to taxation under the Code and any
regulations issued thereunder, in effect at the time of such
action, and that it will take, or it will cause its officers,
employees or agents to take, all affirmative actions within its
powers which may be necessary to insure that such interest will
not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter
amended and made applicable to the Bonds. The Issuer represents
and covenants that the Issuer is the owner of all facilities
financed by the Refunded Bonds and uses said facilities for its
municipal functions. So long as the Bonds are outstanding, the
Issuer will not enter into any lease, use agreement or other
contract or agreement respecting said facilities which would cause
the Refunded Bonds or Bonds to be considered "private activity
bonds" or "private loan bonds" pursuant to the provisions of
Section 141 of the Code.
(b) The Mayor and the Finance Director/Clerk being the
officers of the Issuer 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
Sections 1.103-13, 1. 103-14 and 1.103-15 of the 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.
(c) The Issuer acknowledges that the Bonds 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 said Section 148 (f)
and applicable Regulations to preserve the exclusion of interest
on the Bonds from gross income for federal income tax purposes,
unless the Bonds qualify for the exception from the rebate
requirement under Section 148 (f) (4) (B) of the Code and no "gross
proceeds" of the Bonds (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 Manager is hereby authorized and directed to execute a Rebate
Certificate, substantially in the form of the Rebate Certificate
currently on file in the office of the Finance Director/Clerk, 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.
(d) The Bonds shall not be designated as "qualified
tax-exempt obligations" for purposes of Section 265 (b) (3) of the
Code.
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Section 8. Official_ Statement. The Official Statement
relating to the Bonds, dated September 3, 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 9. Redemption of Refunded Bonds and
Certification of Proceedinas .
(a) The Finance Director/Clerk is directed to call the
Refunded Bonds for redemption and prepayment on the Redemption
Dates and to give notice of redemption in accordance with the
resolution authorizing the issuance of the Refunded Bonds .
(b) 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 the Auditor may require, and to obtain a certificate
that the Bonds have been duly entered upon the Auditor's bond
register and the tax required by law has been levied.
(c) The officers of the Issuer are authorized and
directed to prepare and furnish to the Purchaser, and to Dorsey &
• Whitney, the attorneys rendering an opinion as to the legality
thereof, 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 officer's
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 sta ements contained therein.
N 6 1
Mr/A..,
Dougla B. Tenpas, Tor
Attest:
hn ne, Finance Director/Clerk
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The motion for the adoption of the foregoing resolution
was duly seconded by Member Pidcbck and upon vote being taken
thereon, the following voted in favor thereof: Anderson, Jessen,
Harris, Pidcock and Mayor Tenpas
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
•
•
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n Prairie, Minnesota Prepared: 09/16/91
. Refunding Bonds, Series 1991D By SPRINGSTED Incorporated
Refunding Debt Service
Schedule D
Date Principal Rate Interest Semi-Annual Annual
02/01/92 1,455, 000. 00 4.500% 124,587.55 1,579,587.55 1,579,587.55
08/01/92 154,142.50 154, 142.50
02/01/93 850, 000.00 4.750% 154, 142.50 1,004,142.50 1,158,285.00
08/01/93 133,955.00 133,955.00
02/01/94 830,000.00 5.000% 133,955.00 963,955.00 1,097,910.00
08/01/94 113,205.00 113,205.00
02/01/95 805,000.00 5.200% 113,205.00 918,205.00 1,031,410.00
08/01/95 92,275.00 92,275.00
02/01/96 680, 000.00 5.400% 92,275.00 772,275.00 864,550.00
08/01/96 73,915.00 73,915.00
02/01/97 660,000.00 5.500% 73,915.00 733,915.00 807,830.00
08/01/97 55,765.00 55,765.00
02/01/98 665, 000.00 5.600% 55,765.00 720,765.00 776,530.00
08/01/98 37,145.00 37,145.00
02/01/99 615, 000.00 5.700% 37,145.00 652,145.00 689,290.00
08/01/99 19,617.50 19,617.50
02/01/2000 590,000.00 5.800% 19,617.50 609,617.50 629,235.00
/01/2000 2,507.50 2,507.50
/01/2001 85,000.00 5. 900% 2,507.50 87,507.50 90,015.00
''7otals 7,235,000.00 1,489,642.55 8,724,642.55 8,724,642.55
Bond Years: 27, 136.67 Bond Date. : 10/01/91
Avg. Mat. . : 3.751 Delivery. . : 10/16/91
NIC. . . . . . . : 5.729% Bond Yield: 5.47687%