HomeMy WebLinkAboutResolution - 91-215 - Sale of Refunding Bonds - 09/17/1991 w I
CERTIFICATION OF MINUTES RELATING TO
$420,000 GENERAL OBLIGATION STATE-AID ROAD REFUNDING BONDS, SERIES
1991E
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. 91-2 55
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $420,000 GENERAL OBLIGATION STATE-AID
ROAD REFUNDING BONDS, SERIES 1991E
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 .
i nce Director/Clerk
It was reported that 1 sealed bid for the
purchase of $420,000* General Obligation State-Aid Road Refunding
Bonds, Series 1991E 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)
•
0
S
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 55101-2143 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
$420,000* Fax:(612)333-2363
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION STATE AID ROAD REFUNDING BONDS, SERIES 1991 E
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
SALE: September 17, 1991 Moody's Rating: Al
Interest True Interest
Gidder Rates Price Cost&Rate
NORWEST INVESTMENT SERVICES, INC. 5.00% 1994 $415,800.00 $144,565.00
JURAN & MOODY, INCORPORATED 5.20% 1995 (5.7926%)
SMITH BARNEY, HARRIS & UPHAM, 5.40% 1996
INCORPORATED 5.50% 1997
MERRILL LYNCH CAPITAL MARKETS 5.60% 1998
American National Bank of Saint Paul 5.70% 1999
Dougherty, Dawkins, Strand & Bigelow, 5.80% 2000
Incorporated 5.90% 2001
John G. Kinnard & Company Incorporated
Moore, Juran and Company, Incorporated
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
These Bonds are being reoffered at par.
BBI: 6.81
Average Maturity: 5.96 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 $420,000 GENERAL OBLIGATION STATE-AID
ROAD REFUNDING BONDS, SERIES 1991E
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
$420, 000 approximate principal amount of General Obligation
State-Aid Road Refunding Bonds, Series 1991E (the Bonds) , the
proceeds of which would be used, together with any additional
funds of the Issuer which might be required, to refund in advance
of maturity the 1994 through 2001 maturities of the Issuer's
General Obligation State-Aid Road Bonds of 1982, dated December 1,
1982, aggregating $400, 000 in principal amount (the Refunded
Bonds) . Said refunding constitutes a "crossover refunding" as
defined in Minnesota Statutes, Section 475.17, subd. 13.
• (b) Notice of Sale has been duly published. Pursuant
to the Official Terms of Offering and the Notice of Sale, 1
sealed bid 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 $ 415,800 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) It is hereby determined that by issuance of the
Bonds the Issuer will realize a substantial interest rate
. reduction, a gross savings of approximately $ 47,935.00 and a
present value savings (using the yield on the Bonds, computed in
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accordance with Section 148 of the Internal Revenue Code of _1986,
as amended, as the discount factor) of approximately $ 35,381.40 .
(e) 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
Deliverv.
2 .01 . Maturities: Interest Rates: Denominations and
Payment . The Bonds shall be designated "General Obligation State-
Aid Road Refunding Bonds, Series 1991E, " shall be in denominations
of $5, 000 or any integral multiple thereof, shall mature on May 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
1994 $50,000 5 .00
1995 60,000 5 .20
1996 55,000 5 . 40
1997 55,000 5 .50
1998 55,000 5 .60
1999 50,000 5 .70
2000 50,000 5.80
2001 45,000 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.
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 May 1 and November 1, commencing May 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.
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2 .03 . Redemption. Bonds maturing in the years 1994
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 May 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
affect the validity of the proceedings for the redemption of any
Bond or portion thereof.
2 .04 . Appointment of Initial Registrar. The County
hereby appoints First Trust National Association ,
in St. Paul , 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
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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.
(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.
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(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 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 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
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 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 a certificate of
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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 STATE-AID ROAD REFUNDING BOND, SERIES 1991E
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 May 1 and November 1 in each year,
commencing May 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
Resolution until the Certificate of Authentication hereon shall
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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 $420,000 (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,
Chapter 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 May 1, 1999, and on any date
0 thereafter, at a price equal to the principal amount thereof plus
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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
appropriated to such fund; that, if necessary for payment of such
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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 State-Aid Road Refunding Bonds, Series 1991E 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 in the amount of $402 ,377.17 are irrevocably
appropriated for the payment of interest to become due on the
Bonds to and including November 1, 1993, and for the payment and
redemption of the principal amount of the Refunded Bonds on said
date. The Treasurer is hereby authorized and directed,
simultaneously with the delivery of the Bonds, to deposit the
proceeds thereof, to the extent described above, in escrow with
First Trust National Association, in St. Paul , Minnesota (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
Finance Director/Clerk are hereby authorized to enter into an
Escrow Agreement with the Escrow Agent establishing the terms and
conditions for the escrow account in accordance with Minnesota
Statutes, Section 475 . 67 . Of the remaining proceeds of the Bonds,
$ 14 ,385 .33 shall be applied to pay issuance expenses and
$ -0- shall be deposited in the Sinking Fund created
pursuant to Section 5 .01 hereof.
• Section 5 . Security Provisions.
5.01 . Sinking Fund. The Bonds shall be payable from a
separate Series 1991E 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 November 1, 1993, and all state-aid allotments and
ad valorem taxes collected as hereinafter specified, shall be
credited to the Sinking Fund, as well as any other funds
appropriated by the City Council for the payment of the Bonds .
5.02 . State-Aid Street Allotments . The Issuer hereby
covenants and agrees that, for the payment of the Bonds, in
addition to the Sinking Fund and the ad valorem taxes, there is
hereby irrevocably appropriated to the Sinking Fund, out of moneys
allotted and to be allotted to the Issuer from its account in the
Municipal State-Aid Street Fund of the State of Minnesota, such
amount as shall be sufficient to pay the principal of and interest
on the Bonds when due, on the dates and in the amounts as follows:
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Principal Interest payable -on
Year Amount May 1 November 1
1994 $50,000. 00 $11,550. 00 $10,300. 00
1995 60, 000. 00 10,300. 00 8,740.00
1996 55,000. 00 8,740. 00 7 ,255. 00
1997 55,000. 00 7,255. 00 5,742.50
1998 55,000. 00 5,742.50 4,202.50
1999 50,000.00 4,202. 50 2,777 .50
2000 50,000.00 2,777.50 1,327.50
2001 45,000. 00 1,327 . 50
The Finance Director/Clerk shall follow the procedure set forth in
Minnesota Statutes, Section 162. 18, Subdivision 4, for obtaining
such funds . If at any time the moneys in the Sinking Fund should
be insufficient to pay all principal and interest due on the
Bonds, the Treasurer shall nevertheless pay the same from any
moneys on hand in the general fund of the Issuer, and the moneys
so used shall be restored to the general fund from the moneys next
received by the Issuer from the Construction or Maintenance
Account in the Municipal State-Aid Street Fund of the State of
Minnesota, which are not required for the payment of additional
principal and interest, or from the proceeds of taxes levied
pursuant to Section 5 hereof.
Section 5 . Pledge of Taxing Powers. For the prompt and
full payment of the principal of and interest on the Bonds as such
payments respectively become due, the full faith, credit and
unlimited taxing powers of the Issuer shall be and are hereby
irrevocably pledged. However, it is estimated that the state-aid
street allotments appropriated for the payment of such principal
and interest in Section 4 hereof will be not less than 5% in
excess of such principal and interest when due, and accordingly no
tax is levied at this time. However, if an actual or anticipated
deficiency should arise in the receipt of such allotments, the
Issuer shall levy an ad valorem tax upon all taxable property in
the Issuer in accordance with Minnesota Statutes, Section 475 . 61,
in an amount sufficient to eliminate the actual or anticipated
deficiency.
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 April 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.
-13-
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
agents, any action which would cause the interest payable on the
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
•
-14-
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.
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 Bands and
Certification of Proceedings .
(a) The Finance Director/Clerk is directed to call the
Refunded Bonds for redemption and prepayment at their earliest
permissible redemption date (November 1, 1993) and to give notice
-15-
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.
(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 s tements contained therein.
AM M
SD glas B. Tenp s, Mayor
Attest:
J `*BTane, Finance Director/Clerk
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: Anderson, Jessen, Harris,
Pidcock and Mayor Tenpas
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
-16-
en Prairie, Minnesota Prepared: 09/16/91
O. Refunding Bonds, Series 1991E By SPRINGSTED Incorporated
Refunding Debt Service
Schedule D
Date Principal Rate Interest Semi-Annual Annual
05/01/92 13,475.01 13 ,475.01 * 13,475.01
11/01/92 11,550.00 11,550.00 *
05/01/93 11,550.00 11,550.00 * 23,100.00
11/01/93 11,550.00 11,550.00 *
05/01/94 50, 000.00 5.000% 11,550.00 61,550.00 73,100.00
11/01/94 10,300.00 10,300.00
05/01/95 60, 000. 00 5.200% 10,300.00 70,300.00 80,600.00
11/01/95 8,740.00 8,740.00
05/01/96 55,000.00 5.400% 8,740. 00 63,740.00 72,480.00
11/01/96 7,255.00 7,255.00
05/01/97 55,000.00 5.500% 7,255.00 62,255.00 69,510.00
11/01/97 5,742.50 5,742.50
05/01/98 55,000.00 5.600% 5,742.50 60,742.50 66,485.00
11/01/98 4,202.50 4,202.50
05/01/99 50, 000.00 5.700% 4,202.50 54,202.50 58,405.00
11/01/99 2,777.50 2,777.50
/01/2000 50, 000.00 5.800% 2,777.50 52,777.50 55,555.00
1/01/2000 1,327.50 1,327.50
05/01/2001 45, 000.00 5.900% 1,327.50 46,327.50 47,655.00
otals 420, 000.00 140,365.01 560,365.01 560,365.01
Bond Years: 2,505. 00 * Paid by escrow. Bond Date. : 10/01/91
Avg. Mat. . : 5.964 All other payments Delivery. . : 10/16/91
NIC. . . . . . . : 5.771% made by the issuer. Bond Yield: • 5.58848%
City of Eden Prairie, Minnesota
G.O. State-Aid Road Refunding Bonds, Series 1991E
Debt Service Which the City of Eden Prairie is Now Responsible For
Refunding Non-Refunded Total New
Date Debt Service Debt Service Debt Service
11/01/91 24,062.50 24,062.50
05/01/92 74,062.50 74,062.50
11/01/92 21,875.00 21,875.00
05/01/93 71,875.00 71,875. 00
11/01/93 19,625.00 19,625.00
05/01/94 61,550.00 61,550. 00
11/01/94 10,300.00 10,300.00
05/01/95 70,300.00 70,300.00
11/01/95 8,740. 00 8,740.00
05/01/96 63,740.00 63,740.00
11/01/96 7,255.00 7,255.00
05/01/97 62,255.00 62,255.00
11/01/97 5,742.50 5,742.50
05/01/98 60,742 .50 60,742.50
11/01/98 4,202.50 4,202.50
05/01/99 54,202.50 54,202.50
11/01/99 2,777.50 2,777.50
• 05/01/2000 52,777.50 52,777.50
11/01/2000 1,327.50 1,327.50
05/01/2001 46,327.50 46,327.50
Totals 512,240. 00 211,500.00 723,740. 00