HomeMy WebLinkAboutResolution - 93-56 - Awarding Sale, Etc. for $6,735,000 GO Water and Sewer Refunding Bonds - 04/06/1993 CERTIFICATION OF MINUTES RELATING TO
GENERAL OBLIGATION WATER AND SEWER REFUNDING BONDS
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting, held on
Tuesday, April 6, 1993, at 7:30 p.m.,at the City Hall in
Eden Prairie, Minnesota.
Members present : Douglas Tenpas, H. Martin Jessen, Jean Harris
and Patricia Pidcock
Members absent: Richard Anderson
Documents attached:
Minutes of said meeting (pages) :
RESOLUTION NO. 93-56
RESOLUTION RELATING TO $6, 735,, 000 GENERAL OBLIGATION WATER
AND SEWER REFUNDING BONDS, SERIES 1993C; AWARDING THE SALE,
FIXING THE FORM AND DETAILS AND PROVIDING FOR THE EXECUTION
AND DELIVERY THEREOF AND SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting
recording officer of the public corporation issuing the
obligations 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 the corporation in
my legal custody, from which they have been transcribed; that the
documents are a correct and complete transcript of the minutes of
a meeting of the governing body at the meeting, insofar as they
relate to the obligations; and that the 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 6th day of April, 1993.
Finance Director/Clerk
-r
Member Jessen introduced the following resolution
and moved its adoption:
RESOLUTION NO. 93-56
RESOLUTION RELATING TO $6, 715, 000 GENERAL
OBLIGATION WATER AND SEWER REFUNDING BONDS,
SERIES 1993C; AWARDING THE SALE, FIXING THE
FORM AND DETAILS AND PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND SECURITY
THEREFOR
BE IT RESOLVED by the City Council of the City of Eden
Prairie, Minnesota (the "City") , as follows:
Section 1 . Authorization and Sale.
1.01. Authorization. By Resolution No. 93-38 , adopted
March 2, 1993, this Council authorized the issuance and negotiated
sale of $6, 715, 000 General Obligation Water and Sewer Refunding
Bonds, Series 1993C, of the City (the "Bonds") the proceeds of
which would be used, together with any additional funds of the
City which might be required, to refund in advance of maturity the
following obligations of the City: (a) the 1993 through 2001
maturities of the General Obligation Water and Sewer Bonds of
1978, dated December 1, 1978, aggregating $1, 425, 000 in principal
amount (the "Refunded 1978 Bonds") , (b) the 1998 through 2008
maturities of the General Obligation Water Revenue Bonds, Series
1986, dated, as originally issued, as of December 1, 1986,
aggregating $1, 200, 000 in principal amount (the "Refunded 1986
Bonds") and (c) the 1997 through 2008 maturities of the General
Obligation Water and Sewer Revenue Bonds of 1987, dated, as
originally issued, as of December 15, 1987, aggregating $3,825,000
in principal amount (the "Refunded 1987 Bonds"; the 1978 Bonds,
the 1986 Bonds and the 1987 Bonds are referred to collectively as
the "Refunded Bonds") . The refunding of the Refunded 1986 Bonds
and the Refunded 1987 Bonds constitutes a "crossover refunding" as
defined in Minnesota Statutes, Section 475 . 17, subd. 13 .
1 .02 . Sale. The City's financial consultant, Springsted
Incorporated, as an independent financial advisor, pursuant to
Minnesota Statutes, Section 475. 60, Subdivision 2, paragraph (9) ,
has solicited bids for the Bonds on behalf of the City. The most
favorable proposal received is that of Norwest Investment Services, Inc. ,
Minneapolis , Minnesota (the "Purchaser") , to purchase the
Bonds at price of $ 6 ,654 ,180, plus accrued interest on all Bonds
from the date of original issue thereof, on the further terms and
conditions hereinafter set forth. The proposal is hereby
accepted, and the Mayor and the City Manager are hereby authorized
and directed to execute a contract on the part of the City with
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d
t .
the Purchaser for the sale of the Bonds. The City Finance
• Director/Clerk shall deposit the good faith deposit of the
Purchaser in accordance with the Terms of Proposal but the good
faith checks of the unsuccessful bidders shall be returned to them
forthwith.
1.03. Purpose of Refunding. It is hereby found that by
acceptance of said bid the debt service on the indebtedness of the
City evidenced the Refunded Bonds will be reduced.
1 .04 . Recitals . 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
this Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
Section 2 . Form of Bonds . The Bonds shall be prepared 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 REFUNDING BOND
SERIES 1993C
Date of
Rate Maturity Original Issue rUSIP
May 1, 1993
SEE REVERSE
FOR CERTAIN
DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
FOR VALUE RECEIVED, THE CITY OF EDEN PRAIRIE, Hennepin
County, Minnesota (the "City") , acknowledges itself to be indebted
• and hereby promises to pay to the registered owner identified
above, or registered assigns, the principal amount specified above
on the maturity date specified above, without option of prior
payment, with interest thereon from the date of original issue
hereof or from such later date to which interest has been -paid or
duly provided for, until said principal amount is paid or
discharged, at the annual rate specified above, payable on
February 1 and August 1 in each year, commencing February 1, 1994,
to the person in whose name this Bond is registered at the close
of business on the 15th day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon
presentation and surrender hereof at the principal office of the
Bond Registrar hereinafter designated, the principal hereof are
payable in lawful money of the United States of America by check
or draft of , as Bond
Registrar, Transfer Agent and Paying Agent, or its successor
designated under the Resolution described herein (the "Bond
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 City have been and are hereby irrevocably
pledged.
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A
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.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by the manual signature
of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Eden Prairie, Hennepin
County, State of Minnesota, by its City Council, 'has caused this
Bond to be executed by the facsimile signatures of the Mayor and
the City Manager.
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
Date:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
as Bond Registrar and
Paying Agent
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal
amount of $6, 735, 000 (the "Bonds") , all of like date of original
issue and tenor, except as to serial number, denomination,
interest rate, date, maturity date and redemption privilege,
issued pursuant to a resolution, adopted by the City Council on
April 6, 1993 (the "Resolution") , to provide funds to refund
certain outstanding general obligation water and sewer bonds of
the City issued to finance the cost of certain improvements to the
municipal water and sewer systems (collectively, the "Systems") ,
and is issued pursuant to and in full conformity with the
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Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Chapters 444 .075 and 475,
as amended. This Bond is payable primarily from the Water and
Sewer System General Obligation Revenue Bond Fund (the Bond Fund)
of the City, but the City ,is required by law to pay maturing
principal hereof and interest hereon from any available funds of
the City if moneys on hand in the Bond Fund are insufficient
therefor. The Bonds are issuable only as fully registered bonds,
in denominations of $5, 000 or any integral multiple thereof, of
single maturities.
As provided in the Resolution and subject to certain
limitations set forth therein, this Bond is transferable upon the
books of the City at the principal office of the Bond •Registrar,
by the registered owner hereof in person or by his attorney duly
authorized in writing upon surrender hereof together with a
written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or his attorney; and may
also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange, the City 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 City and the Bond Registrar may deem and treat the Berson
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 City
nor the Bond Registrar shall be affected by any notice to the
contrary.
This Bond has not been _designated by the City as a "qualified
tax exempt obligation" for purposes of Section 265 (b) (3) of the
Internal Revenue Code of 1986, relating to disallowance of
interest expense deductions for financial institutions.
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
City according to its terms have been done, do exist, have
happened and have been performed in regular and due time, form and
manner as so required; that in and by resolution authorizing the
issuance of the Bonds, the City has covenanted and agreed with the
owners of the Bonds that it will impose and collect charges for
the service, use and availability of the Systems according to
schedules sufficient to produce net revenues adequate to pay all
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principal of and interest on the Bonds and any other bonds payable
therefrom, as such principal and interest respectively become due;
• that, if necessary to pay such principal and interest, the City is
required by law to levy ad valorem taxes upon all taxable property
in the City without limitation as to rate or amount; and that the
issuance of the Bonds does not cause the indebtedness of the City
to exceed any constitutional or statutory limitation.
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— by. . . . . . .as Custodian for . . . . . .
in common (Cust) (Minor)
TEN ENT —as tenants under Uniform Transfers to Minors Act
by the
entireties . . . . . . . . . . . . . .
(State)
JT TEN —as joint tenants
with right of
survivorship and
not as tenants in
common
Other abbreviations may also be used.
(Following the opinion of Bond Counsel]
We certify that the foregoing is a true copy of the opinion
of Bond Counsel on the issue of Bonds of the City of Eden Prairie,
Minnesota, which includes the within Bond, dated as of the date of
original delivery of and payment for the Bonds .
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto the within
Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer the within
Bond on the books kept for registration thereof, with full power
of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this
OF ASSIGNEE: assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular without alteration,
enlargement or any change
whatsoever.
SIGNATURE GUARANTEE
Section 3 . Bond Terms, Execution and Delivery.
• 3 .01 . Maturities In r At Rates. Denominations. payment,
Date. The City shall forthwith issue and deliver the Bonds, which
shall be denominated "General Obligation Water and Sewer Refunding
Bonds, Series 1993C" and shall be payable primarily from the Bond
Fund described in Section 5 .01 . The Bonds shall be issuable in
the denominations of $5, 000 or any integral multiple thereof, of
single maturities, 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 May 1, 1993 until paid or duly
called for redemption at the rates per annum shown opposite such
years and amounts, respectively:
Principal Principal
Year Amount Rate Year Amount Rate
1994 $155 ,000 2. 75% 2002 $625,000 5.15%
1995 135,000. 3 . 50 2003 445,000 5.30
1996 130,000 3. 90 2004 490 , 000 5. 40
1997 415 ,000 4. 25 2005 505,000 5. 50
1998 495,000 4. 50 2006 520 ,000 5. 60
1999 520 , 000 4. 75 2007 555, 000 5. 65
2000 540 ,000 4 . 90 2008 595,000 5. 70
2001 610 ,000 5. 00
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• Interest shall be computed on the basis of a 360-day year,
composed of twelve 30-day months .
The Bonds shall be issuable only in fully registered form.
The interest thereon and, upon surrender of the Bond at the
principal office of the Registrar described herein, the principal
amount thereof, shall be payable by check or draft issued by the
Registrar. Each Bond shall bear a date of original issue as of
May 1, 1993. Upon the original delivery of the Bonds pursuant to
Section 3 .05 or upon the delivery of a Bond upon a transfer or
exchange pursuant to Section 3 .03, the Registrar shall date each
Bond so delivered as of the date of its authentication.
3 .02 . Interest Payment Dates Interest on the Bonds shall
be payable on February 1 and August 1 in each year, commencing
February 1, 1994, 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.
3 .03 . Registration. The City shall appoint, and shall
maintain, a bond registrar, transfer agent and paying agent (the
"Registrar") . The effect of registration and the rights and
duties of the City and the Registrar with respect thereto shall be
as follows :
(a) Register. The Registrar shall keep at its
• principal office a bond register in which the Registraa 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 the transfer of any Bond or portion thereof
selected or called for redemption.
(c) Exchange of Bonds . Whenever any Bond is
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
duly authorized 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 City.
(e) TMproper or Unauthor;zed 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 legally authorized. The Registrar shall incur no
liability for its refusal, in good faith, to make transfers
which it, in its judgment, deems improper or unauthorized.
(f) persons Deemed Owners. The City 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 of the City
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 (except an exchange upon a partial
redemption of a Bond) , 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 lost, stolen or
destroyed, 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
lost, stolen or destroyed, upon the payment of the reasonable
expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond lost, stolen or
destroyed, upon filing with the Registrar of evidence
satisfactory to it that such Bond was lost, stolen or
destroyed, 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
City and the Registrar shall be named as obligees. All Bonds
so surrendered to the Registrar shall be cancelled by it and
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evidence of such cancellation shall be given to the City. If
• the mutilated, lost, stolen or destroyed 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, Subsection 1.
3 .04 . Appointment of Initial Registrar. The City hereby
appoints American National Bank and Trust Company , of
St . Paul , Minnesota, as the initial Registrar. The Mayor
and the City Manager are authorized to execute and deliver, on
behalf of the City, a contract with as 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 City agrees to pay the reasonable
and customary charges of the Registrar for the services performed.
The City reserves the right to remove any Registrar upon 30 days'
notice and upon the appointment of a successor Registrar, in which
event the predecessor Registrar shall deliver all cash and Bonds
in its possession as Registrar to the successor Registrar and
shall deliver the bond register to the successor Registrar. On or
before each principal or interest due date, without further order
of this Council, the Finance Director/Clerk shall transmit to the
Registrar, from the Bond Fund described in Section 4 .02, moneys
sufficient for the payment of all principal and interest then due.
3 .05 . Preparation and Delivery. The Bonds shall be prepared
under the direction of the City Manager and shall be executed on
behalf of the City by the signatures of the Mayor and the City
Manager; provided that said signatures may be printed, engraved,
or lithographed facsimiles thereof. The seal of the City need not
be used in the execution of the Bonds. 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 such officer 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 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 executed and
authenticated, they shall be delivered by the Finance
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Director/Clerk 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 4 . use of Bond Proceeds; Redemption of Refunded
Bonds . The proceeds of the Bonds, other than any premium and
accrued interest, and other than any amounts set aside to pay
expenses, are irrevocably appropriated, together with such
additional sum as may be required from funds now on hand in the
debt service fund established for the Refunded Bonds, for the
payment and redemption of the Series 1978 Bonds on June 1, 1993,
for the payment of interest to become due on the Refunding Bonds to
and including March 1, 1997 (the Second Crossover Date) , and for
the payment and redemption of the principal amount of the Refunded
Series 1987 Bonds on February 1, 1996 (the First Crossover Date) ,
and for the payment and redemption of the principal amount of the
Refunded Series 1986 Bonds on the Second Crossover Date. 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 with American National
Bank and Trust Company, in St . Paul , Minnesota, a banking
institution whose deposits are insured by the Federal Deposit
Insurance Corporation and whose combined capital and surplus is
not less than $500,000, and shall invest the funds so deposited in
securities authorized for such purpose by Minnesota Statutes,
• Section 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 City Manager are hereby
authorized to enter into an Escrow Agreement with said bank
establishing the terms and conditions for the escrow account in
accordance with Minnesota Statutes, Section 475. 67 . Of the
remaining proceeds of the Bonds, $51,861 - 21 shall be applied to
pay issuance expenses and $ 4 ,553 .96 shall be deposited in the
Bond Fund created pursuant to Section 5.01 hereof.
The Finance Director/Clerk is hereby authorized and directed
forthwith to call for redemption on June 1, 1993 all Refunded
Series 1978 Bonds, to call for redemption on February 1, 1996 all
Refunded Series 1987 Bonds and to call for redemption on March 1,
1997 all Refunded Series 1986 Bonds . Notice of the redemption of
the Refunded Bonds shall be published and mailed in accordance
with the terms of the respective resolutions authorizing their
issuance.
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Section 5 . Security Proyisi_nns .
5 .01 . Water and Sewer System General Obligation Revenue
Bonds Fund. The Bonds are payable from the Water and Sewer System
General Obligation Revenue Bond Fund of the City created by its
Resolution No. 416 (the "Bond Fund") ; provided, that if any
payment of .principal or interest shall become due when there is
not sufficient money in the Bond Fund therefor, the Finance
Director/Clerk shall pay the same from the general fund of the
City and the general fund shall be reimbursed for such advances
out of the proceeds of the taxes levied to make good such
deficiency. Into the Bond Fund shall be credited the receipts of
all net revenues of the water and sewer systems of the City (the
"Systems") pledged by the terms of this Resolution, all
collections of ad valorem taxes levied herein, and all other
moneys received for or appropriated to the payment of the Bonds
and interest thereon.
5 .02 . Sufficiency of Revenues . It is estimated that the net
revenues of the Systems, together with collections of any taxes
and special assessments levied for water and sewer improvements
and paid into the Bond Fund, will be sufficient to pay the
principal of and interest on all general obligation water and
sewer bonds of the City, including the Bonds herein authorized and
bonds previously issued.
5.03 . Rate Covenant: Pledge of Revenues . Pursuant to the
• provisions of Minnesota Statutes, Section 444 .075, as amended, the
City hereby covenants and agrees with the owners from time to time
of the Bonds that so long as any of the Bonds are outstanding, the
City will impose and collect reasonable charges for the service,
use and availability of the Systems to the City and its
inhabitants according to schedules calculated to produce net
revenues which will be sufficient to pay all principal and
interest when due on the Bonds and any other bonds payable
therefrom, and said net revenues, to the extent necessary, are
hereby irrevocably pledged and appropriated to the payment of the
Bonds and interest thereon. Nothing herein shall preclude the
City from hereafter making further pledges and appropriations of
net revenues of the Systems for the payment of additional
obligations of the City hereafter authorized if the City Council
determines before the authorization of such additional obligations
that the estimated net revenues of the Systems will, with any
other sources of funds pledged, be sufficient for the payment of
the Bonds, . any other bonds then payable therefrom and such
additional obligations . Such further pledges and appropriations
of said net revenues may be made superior or subordinate to or on
a parity with the pledge and appropriation herein made.
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5 .04 . Full Faith and Credit Pledged. The full faith and
taxing powers of the City are irrevocably pledged for the prompt
and full payment of the principal of and interest on the Bonds,
and the Bonds shall be payable from the Bond Fund in accordance
with the provisions and covenants contained in this resolution. If
the money on hand in the Bond Fund should at any time be
insufficient to pay principal and interest due on all bonds
payable therefrom, such amounts may be paid from any other fund of
the City and such other fund shall be reimbursed therefor when
sufficient money is available in the Bond Fund. In the event and
to the extent that the net revenues hereinabove pledged to the
payment of the Bonds are insufficient for that purpose in any
year, there shall be levied upon all of the taxable property of
the City a direct, annual ad valorem tax for the purpose of
restoring such accumulated or anticipated deficiency in accordance
with the provisions of this resolution.
Section 6. nefeasance. When all of the Bonds have been
discharged as provided in this Section 6, all pledges, covenants
and other rights granted by this resolution to the owners of the
Bonds shall cease. The City 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 City may nevertheless discharge its
obligations 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 City may also at s^y
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 duly provided for, to such earlier redemption
date.
Section 7 . County Auditor Registration. Certification of
Proceedings and Official Statement .
7 .01 . County Auditor Registration. The City Clerk is
hereby authorized and directed to file a certified copy of this
resolution with the County Auditor of Hennepin, together with such
other information as the County Auditor shall require, and to
obtain from the County Auditor a certificate that the Bonds have
been entered on the bond register as required by law.
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7 .02 . Certification of Proceedings . The officers of the
City and the County Auditor of Hennepin County are hereby
M authorized and directed to prepare and furnish to the Purchaser
and to Dorsey & Whitney, Bond Counsel, certified copies of all
proceedings and records of the City, and such other affidavits,
certificates and information as may be required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the. City as to the
facts recited therein.
7 .03 . Official Statement . The Official Statement relating
to the Bonds, dated March 25, 1993, prepared and distributed on
behalf of the City by Springsted Incorporated is hereby approved
and the determination of the City Manager that the Official
Statement has been deemed final for purposes of SEC Rule 15c2-
12 (b) (1) is hereby ratified and confirmed. The officers of the
City are hereby authorized and directed to execute such
certificates as may be appropriate concerning the accuracy,
completeness and sufficiency of the Official Statement and to
deliver to the Purchaser within seven business days after the date
of adoption of this resolution copies of the Official Statement in
accordance with the Terms of Proposal, supplemented so as to
contain the terms of the Bonds as set forth in this resolution and
the reoffering and other information provided by the Purchaser for
inclusion in the Official Statement.
Section 8 . Tax Matters .
8 .01. Use of Systems. The City covenants that it is the
owner and operator of the Systems and will remain the owner and
operator so long as any of the Bonds remain outstanding. The City
will not enter into any lease, management agreement, capacity
agreement, use agreement or other contract with any
nongovernmental person relating to the Systems or security for the
Bonds which might cause the Bonds to be considered "private
activity bonds" or "private loan bonds" within the meaning of
Section 141 of the Internal Revenue Code of 1986, as amended (the
"Code") .
8.02 . General Covenant . The City covenants and agrees with
the owners from time to time of the Bonds that it will not take or
permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become
includable in gross income for federal income tax purposes under
the Code and applicable Treasury Regulations (the "Regulations") ,
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• r
and covenants to take any and all actions within its powers to
• ensure that the interest on the Bonds will not become includable
in gross income for federal income tax purposes under the Code and
the Regulations .
8.03 . Arbitrage Certification. The Mayor and the City
Manager, being the officers of the City charged with the
responsibility for issuing the Bonds pursuant to this resolution,
are authorized and directed to execute and deliver to the
Purchaser a 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 be used in a manner that would not cause the
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and the Regulations .
8.04 . Arbitrage Rebate. The City acknowledges that the
Bonds are subject to the rebate requirements of Section 148 (f) of
the Code. The City 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 Treasury 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 Finance Director/Clerk is hereby
authorized and directed to execute a Rebate Certificate, in the
form prepared by bond counsel, and the City hereby covenants and
agrees to observe and perform the covenants and agreements
contained therein, unless amended or terminated in accordance with
the provisions thereof.
8 .05 . Tnformation Reportina. The City shall file with the
Secretary of the Treasury, not later than August 15, 1993, a
statement concerning the Bonds containing the information required
by Section 149 (e) of the Code.
This resolution shall become effective i iately upon its
passage and without publication.
Adopted this 6th day of April, 1993.
May r
1/q�- -
Fi ce Director/Clerk
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P r
The motion for the adoption of the foregoing resolution was
• duly seconded by Member Harris and, upon vote being taken
thereon, the following Members voted in favor thereof:
Douglas Tenpas, H. Martin Jessen, Jean Harris and Patricia Pidcock
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
SPRINGSTED 120 South Sixth Street
Suite 2507
PUBLIC FINANCE ADVISORS Minneapolis, MN 55402.1800
(612) 333-9177
Fax: (612) 349-5230
• Home Office
85 East Seventh Place 16655 West Bluemound Road
Suite 100 Suite 290
Saint Paul, MN 55101.2143 Brookfield, WI 53005-5935
(612) 223-3000 (414) 782-8222
Fax: (612) 223-3002 Fax: (414) 782-2904
6800 College Boulevard
Suite 600
Overland Park, KS 66211-1533
(913) 345-8062
Fax: (913) 345-1770
1800K Street NW
Suite 831
Washington. DC 20006-2200
$6,715,000" - (202) 466-3344
Fax: (202) 223-1362
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION WATER AND SEWER REFUNDING BONDS, SERIES 1993C
AWARD: NORWEST INVESTMENT SERVICES, INC.
SMITH BARNEY, HARRIS UPHAM &COMPANY INCORPORATED
MERRILL LYNCH &CO.
And Associates
-In Association With-
PIPER JAFFRAY INC.
FBS INVESTMENT SERVICES, INC.
And Associates
-In Association With-
DAIN BOSWORTH INCORPORATED
And Associate
SALE: April 6, 1993 Moody's Rating: Al
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
NORWEST INVESTMENT SERVICES, INC. 2.75% 1994 $6,634,420.00 $3,262,980.63 5.4331%
SMITH BARNEY, HARRIS UPHAM& 3.50% 1995
COMPANY INCORPORATED 3.90% 1996
MERRILL LYNCH &CO. 4.25% 1997
American National Bank Saint Paul 4.50% 1998
Dougherty, Dawkins,Strand& 4.75% 1999
Bigelow, Incorporated 4.90% 2000
Edward D.Jones&Company 5.00% 2001
Miller&Schroeder Financial, Inc. 5.15% 2002
John G. Kinnard&Company Incorporated 5.30% 2003
Moore,Juran and Company, Incorporated 5.40% 2004
Park Investment Corporation 5.50% 2005
Peterson Financial Corporation 5.60% 2006
-In Association With- 5.65% 2007
PIPER JAFFRAY INC. 5.70% 2008
FBS INVESTMENT SERVICES, INC.
Robert W. Baird&Company, Incorporated
Craig-Hallum, Incorporated
-In Association With-
DAIN BOSWORTH INCORPORATED
Cronin&Company, Incorporated (Continued)
Interest Net Interest True interest
Bidder Rates Price Cost Rate
PRUDENTIAL SECURITIES, INC. 3.00% 1994 $6,636,191.60 $3,292,842.15 5.4946%•
DEAN WITTER REYNOLDS INCORPORATED 4.50% 1995-1996
PAINEWEBBER INCORPORATED 5.00% 1997-2000
LEHMAN BROTHERS 5.10% 2001
BEAR, STEARNS&CO., INC. 5.20% 2002
5.30% 2003
5.40% 2004-2005
5.50% 2006
5.60% 2007
5.70% 2008
CLAYTON BROWN &ASSOCIATES, 5.00% 1994-1996 $6,635,289.65 $3,335,766.91 5.5685%
INCORPORATED 5.10% 1997-2001 -
GRIFFIN, KUBIK, STEPHENS& 5.20% 2002
THOMPSON, INC. 5.30% 2003
Nike Securities 5.50% 2004-2005
5.625% 2006
5.70% 2007-2008
These Bonds are being reoffered at par.
BBI: 5.86
Average Maturity: 8.95 Years•
* Subsequent to bid opening, the issue size was increased by$20,000 and the principal maturity amounts for each year
were changed to the following:
1994 $155,000 1998 $495,000 2002 $625,000 2006 $520,000
1995 $135,000 1999 $520,000 2003 $445,000 2007 $555,000
1996 $130,000 2000 $540,000 2004 $490,000 2008 $595,000
1997 $415,000 2001 $610,000 2005 $505,000