HomeMy WebLinkAboutResolution - 91-216 - Sale of Refunding Bonds - 09/17/1991 CERTIFICATION OF MINUTES RELATING TO
$3,125,000 GENERAL OBLIGATION
WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 1991F
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held
Tuesday, September 17, 1991 at 7 :30 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- 216
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $3,125, 000 GENERAL OBLIGATION WATER AND
. SEWER REVENUE REFUNDING BONDS, SERIES 1991F
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 .
Fin c hector/Clerk
•
It was reported that 3 sealed bids for the
purchase of $3, 130,000* General Obligation Water and Sewer Revenue
Refunding Bonds, Series 1991F 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 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
Fax: 3 1(319) -2221 9 Minneapolis,MN 55402-3368
(612)333-9177
Fax:(612)333-2363
$3,130,000*
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 1991 F
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
40ALE: September 17, 1991 Moody's Rating: Al
Interest True Interest
Bidder Rates Price Cost& Rate
NORWEST INVESTMENT SERVICES, INC. 4.50% 1992 $3,098,700.00 $1,178,866.67
JURAN & MOODY, INCORPORATED 4.75% 1993 (5.9480%)
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 6.00% 2002
- In Association With - 6.10% 2003
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
40 (Continued)
Interest True Interest _
Bidder Rates Price Cost&Rate
DEAN WITTER REYNOLDS INCORPORATED 4.60% 1992 $3,098,714.30 $1,196,857.37
LEHMAN BROTHERS 5.00% 1993-1994 (6.0377%)*
PRUDENTIAL SECURITIES, INC. 5.20% 1995
PAINEWEBBER INCORPORATED 5.40% 1996
BEAR, STEARNS & CO., INC. 5.60% 1997
A.G. EDWARDS &SONS, INCORPORATED 5.70% 1998
5.80% 1999
5.90% 2000
6.00% 2001
6.10% 2002
6.20% 2003
KEMPER SECURITIES GROUP, INC. 4.60% 1992 $3,100,186.20 $1,209,652.13
CLAYTON BROWN &ASSOCIATES, 4.90% 1993 (6.1006%)
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
6.10% 2001
6.20% 2002-2003
These Bonds are being reoffered at par.
BBI: 6.81
Average Maturity: 6.36 Years
* Subsequent to bid opening, this issue was reduced to $3,125,000. The 2003 maturity was reduced to
$315,000.
Member Harris introduced the following
resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, FIXING
THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF
$3,125,000* GENERAL OBLIGATION WATER AND SEWER REVENUE
REFUNDING BONDS, SERIES 1991F
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 Resolution No. 91-197 adopted
August 20, 1991, authorized the issuance and public sale of
$3, 130, 000 approximate principal amount of General Obligation
Water and Sewer Revenue Refunding Bonds, Series 1991F (the Bonds) ,
the proceeds of which will be used, together with funds on hand as
may be required, to refund on November 1, 1991, the 1992 through
2003 maturities, aggregating $3, 075, 000, of the Issuer's
outstanding Water and Sewer Bonds, dated May 1, 1980 (the Refunded
Bonds) .
(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 $3 093 ,750.00 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
City Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
• Delivery. Section 2. Bond Terms: Registration: Execution and
2 .01 . Maturities: Interest Rates: Denominations and
Payment. The Bonds shall be designated "General Obligation Water
and Sewer Revenue Refunding Bonds, Series 1991F, " 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 per annum shown opposite such years and amounts, as
follows:
Year Amount Rate
1992 $200,000 4.50%
1993 205,000 4.75
1994 225,000 5 . 00
1995 220,000 5.20
1996 240,000 5 .40
1997 260,000 5 .50
1998 280,000 5.60
1999 275,000' -5.70
2000 295,000 5.80
2001 310,000 5 .90
• 2002 300,000 6 .00
2003 315,000 6 .10
The Bonds shall be issuable 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 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 2000 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
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$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
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 Administrator 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.
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• 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.
(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
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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.
(i) Authenticating Agent. The Registrar is hereby
designated authenticating agent for the Bonds, within the
meaning of Minnesota Statutes, Section 475 .55, Subdivision 1,
as amended.
2.06. Preparation and Delivery. The Bonds shall be
prepared under the direction of the Manager and shall be
executed on behalf of the Issuer by the signatures of the Mayor
and the 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 or she had remained in office until delivery.
Notwithstanding such execution, no Bond shall be valid or
obligatory for any purpose or entitled to any security or benefit
under this Resolution unless and until a certificate of
authentication on such Bond has been duly executed by the manual
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• 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
Administrator shall deliver them to the Purchaser 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 WATER AND SEWER REVENUE REFUNDING BOND, SERIES
1991F
Date of
Rate Maturity Oriainal Issue CUSIP NO.
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 hereon.
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This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon shall
have been executed by the Registrar by manual signature of one of
its authorized representatives .
IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin
County, Minnesota, by its City Council, has caused this Bond to be
executed on its behalf by the printed 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 $3,125,000(the Bonds) , issued pursuant to a resolution
adopted by the City Council on September 17, 1991 (the
Resolution) , 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,
Section 444.075 and 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 February 1, 1999, 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
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. 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 precedent 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 in and
by the Resolution, the Issuer has covenanted and agreed with the
registered owners of the Bonds that it will impose and collect, or
cause to be imposed and collected, charges for the service, use
and availability of the municipal water and sewer utility at the
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times and in the amounts required to produce net revenues adequate
to pay all principal and interest when due on the Bonds, but the
full faith and credit and taxing powers of the Issuer have been
pledged to the payment of principal and interest when due, and ad
valorem taxes, if necessary for such purpose, will be levied upon
all taxable property in the Issuer, without limitation as to rate
or amount; and that the issuance of this Bond, 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 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 Water and Sewer Revenue Refunding Bonds, Series 1991F
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 the 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
Act (State)
JT TEN -- as joint tenants
with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto ,
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints attorney to
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transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
NOTICE: The 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.
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE:
Signature Guaranteed:
Signature (s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges .
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Section 4 . Use of Proceeds . Upon payment for the Bonds
by the Purchaser, the Finance Director/Clerk shall deposit
proceeds of the Bonds aggregating $ 3 ,068 ,627.13 in the sinking
fund established for the Refunded Bonds to be applied to the
redemption and prepayment of the Refunded Bonds on November 1,
1991 .
Section 5 . Security Provisions.
5.01 . Series 1991F Water and Sewer Revenue Refunding
Bond Fund. The Bonds shall be payable from a separate and special
Water and Sewer Revenue Refunding Bond, Series 1991F Sinking Fund
(the Bond Fund) of the Issuer, which the Issuer agrees to maintain
until the Bonds have been paid in full. If the money in the Bond
Fund should at any time be insufficient to pay principal and
interest due on the Bonds, such amounts shall be paid from other
moneys on hand in other funds of the Issuer, which other funds
shall be reimbursed therefor when sufficient money becomes
available in the Bond Fund. The moneys on hand in the Bond Fund
from time to time shall be used only to pay the principal of and
interest on the Bonds . Into the Bond Fund shall be paid all Bond
proceeds received from the Purchaser in excess of $3 ,093 ,750 all
future collections of net revenues of the water and sewer utility
system of the Issuer (the System) , any taxes collected pursuant to
Section 5 .04 hereof, and any other funds appropriated by the
Council for the payment of the Bonds.
5.02 . Sufficiency of System Revenues. It is hereby
found, determined and declared that the Issuer owns and operates
the System as a revenue-producing utility and convenience; and
that the net operating revenues of the System, after deducting
from the gross receipts derived from charges for the service, use
and availability of the System the normal, current and reasonable
expenses of operation and maintenance thereof, will be sufficient,
together with any other pledged funds, for the payment when due of
the principal of and interest on the Bonds herein authorized, and
on any other bonds to which such revenues are pledged.
5.03. Rate Covenant. Pursuant to Minnesota Statutes,
Section 444 .075, the Issuer hereby covenants and agrees with the
registered owners from time to time of the Bonds, that until the
Bonds are paid in full, or are discharged as provided in Section
6, the Issuer will impose and collect reasonable charges for the
service, use and availability of the System according to schedules
sufficient to produce net revenues sufficient to pay the Bonds,
and any other bonds to which said net revenues have been pledged;
and the net revenues, to the extent necessary, are hereby
irrevocably pledged and appropriated to the payment of the Bonds
herein authorized and interest thereon when due. Nothing herein
shall preclude the Issuer from hereafter making further pledges
and appropriations of the net revenues of the System for payment
of additional obligations of the Issuer hereafter authorized if
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the Council determines before the authorization of such additional
obligations that the estimated net revenues of the System will be
sufficient, together with any other sources pledged to the payment
of the outstanding and additional obligations, for payment of the
outstanding bonds and such additional obligations. Such further
pledges and appropriations of net revenues may be made superior or
subordinate to or on a parity with, the pledge and appropriation
herein made.
5.04 . 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. It is, however, presently estimated that the
revenues appropriated pursuant to Section 6 hereof will provide
sums not less than 5% in excess of principal and interest on the
Bonds when due, and therefore no tax levy is presently required.
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 registered owners
of the Bonds shall cease. The Issuer may discharge its
obligations with respect to any Bonds which are due on any date by
depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in full; or, if any Bond should
• not be paid when due, it may nevertheless be discharged by
depositing with the Registrar a sum sufficient for the payment
thereof in full with interest accrued from the due date to the
date of such deposit . The 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 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 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 authorized by law to be so deposited,
bearing interest payable at such time and at such rates and
maturing on such dates as shall be required to pay all principal
and interest to become due thereon to maturity.
Section 7 . Tax Matters.
(a) The Issuer covenants and agrees with the registered
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
Internal Revenue Code of 1986, as amended (the Code) and
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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.
(b) The Mayor and 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. 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.
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a
Section 9. Re emption" of Refunded Bonds and
Certification of Proceedings .
(a) The Finance Director/Clerk is hereby directed to
advise Norwest Bank Minnesota, National Association, in
Minneapolis, Minnesota, as paying agent for the Refunded Bonds, to
call the Refunded Bonds for redemption and prepayment on November
1, 1991, and to give thirty day's mailed and published Notice of
Redemption, in the form attached hereto, all in accordance with
the provisions of 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 hem. All such
certified copies, certificates a - idavi s, including any
heretofore furnished, shall be d eme repre entaMa
f the
Issuer as to the correctness of 11 t cd therein.
Doug as B. Venpas, M yor
Attest:
Joh E' e, Finance Director/Clerk
The motion for the adoption of the foregoing resolution
was duly seconded by Councilmember Pidcock and upon
vote being taken thereon, the following voted in favor thereof:
Anderson, Jessen, Harris, Pidcock and Mayor Tenpas
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and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
•
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0en Prairie, Minnesota Prepared: 09/16/91
0. Refunding Bonds, Series 1991F By SPRINGSTED Incorporated
Refunding Debt Service
Schedule D
Date Principal Rate Interest Semi-Annual Annual
02/01/92 200,000.00 4.500% 57,552.82 257,552.82 257,552.82
08/01/92 91,828,75 81,828.75
02/01/93 205,000.00 4.750$ 81,828.75 286,828.75 368,657.50
08/01/93 76,960.00 76,960.00
02/01/94 225,000.00 5.000% 76,960.00 301,960.00 378,920.00
08/01/94 71,335.00 71,335.00
02/01/95 220,000.00 5.200$ 71,335.00 291,335.00 362,670.00
08/01/95 65,615.00 65,615.00
02/01/96 240,000.00 5.400% 65,615.00 305,615.00 371,230.00
08/01/96 59,135.00 59,135.00
02/01/97 260,000.00 5.500-% 59,135.00 319,135.00 378,270.00
08/01/97 51,985.00 51,985.00
02/01/98 280,000.00 5.600% 51,985.00 331,985.00 383,970.00
08/01/98 44,145.00 44,145.00
02/01/99 275,000.00 5.700-% 44,145.00 319,145.00 363,290.00
08/01/99 36,307.50 36,307.50
9a/01/2000 295,000.00 5.800% 36,307.50 331,307.50 367,615.00
18/01/2000 27,752.50 27,752.50
02/01/2001 310,000.00 5.900$ 27,752.50 337,752.50 365,505.00
08/01/2001 18,607.50 18,607.50
02/01/2002 300,000.00 6.000% 18,607.50 318,607.50 337,215.00
08/01/2002 9,607.50 9,607.50
02/01/2003 315,000.00 6.100% 9,607.50 324,607.50 334,215.00
*otals 3, 125,000.00 1,144,110.32 4,269,110.32 4,269,110.32
Bond Date. : 10/01/91 Delivery. . : 10/16/91
Avg. Mat. . : 6.348 Discount.$: 1.00000t
NIC. . . . . . . : 5.925% Bond Yield: 5.74876%