HomeMy WebLinkAboutResolution - 94-105 - Authorizing Issuance, Awarding Sale for $1,200,000 Equipment Certificates - 07/19/1994 r
CERTIFICATION OF MINUTES RELATING TO
$1,200,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 1994B
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held Tuesday,July 19,
1994, at 7:30 o'clock P.M., at the City Hall in Eden Prairie, Minnesota.
Members present: Douglas Tenpas, Richard Anderson, H. Martin Jessen, Jean Harris
and Patricia Pidcock
Members absent: None
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 94-105
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF$1,200,000 GENERAL OBLIGATION EQUIPMENT
CERTIFICATES OF INDEBTEDNESS, SERIES 1994B
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/`7 day of
July, 1994.
Finance Director/Clerk
Y
The Finance Director/Clerk reported that 10 sealed bids had been
received at or prior to the time stated in the Terms of Proposal, and the bids having
been opened, publicly read and considered, were all found to conform to the Terms
of Proposal, and the highest and best bid of each bidder was found to be as follows:
(See next page)
S P R I N G ST E D 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
(612) 223-3000 Brookfield, WI 5300 -5935
(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
1850 K Street NW
Suite 215
Washington, DC 20006-2200
(202) 466-3344
$1,200,000 Fax: (202) 223-1362
CITY OF EDEN PRAIRIE,MINNESOTA
GENERAL OBLIGATION EQUIPMENT CERTIFICATES
OF INDEBTEDNESS,SERIES 1994B
AWARD: FBS INVESTMENT SERVICES, INC.
SALE: July 19,1994 Moody's Rating: Al
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
FBS INVESTMENT SERVICES, INC. 4.00% 1995 $1,195,200.00 $158,360.00 4.5354%
4.20% 1996
4.40% 1997
4.60% 1998
NORWEST INVESTMENT SERVICES, INC. 3.90% 1995 $1,196,200.00 $160,081.67 4.5839%
AMERICAN BANK, NATIONAL ASSOCIATION 4.25% 1996
Park Investment Corporation 4.50% 1997
4.65% 1998
PIPER JAFFRAY INC. 4.00% 1995 $1,195,692.00 $161,514.67 4.6238%
4.30% 1996
4.55% 1997
4.70% 1998
DAIN BOSWORTH INCORPORATED 4.00% 1995 $1,195,764.00 $161,630.17 4.6265%
4.30% 1996
4.50% 1997
4.75% 1998
FIRSTAR BANK MILWAUKEE, N.A. 4.10% 1995 $1,198,812.00 $162,228.83 4.6361%
FIRSTAR CORPORATION MINNESOTA 4.45% 1996
4.65% 1997
4.80% 1998 (Continued)
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
SMITH BARNEY SHEARSON 4.10% 1995 $1,198,320.00 $162,720.83 4.6515%
CRONIN &COMPANY, INCORPORATED 4.45% 1996
4.65% 1997
4.80% 1998
PRUDENTIAL SECURITIES, INC. 3.90% 1995 $1,191,913.90 $163,007.77 4.6770%
DEAN WITTER REYNOLDS 4.30% 1996
INCORPORATED 4.50% 1997
PAINEWEBBER INCORPORATED 4.60% 1998
ROBERT W. BAIRD&COMPANY,
INCORPORATED
DOUGHERTY, DAWKINS, STRAND& 4.00% 1995 $1,193,940.00 $163,970.83 4.6982%
BIGELOW, INCORPORATED 4.30% 1996
4.55% 1997
4.75% 1998
KEMPER SECURITIES GROUP, INC. 3.90% 1995 $1,191,600.00 $164,041.67 4.7061%
OLDE DISCOUNT CORP. 4.20% 1996
4.50% 1997
4.70% 1998
GRIFFIN, KUBIK, STEPHENS & 4.20% 1995 $1,191,600.00 $166,811.67 4.7890%
THOMPSON, INC. 4.50% 1996
4.60% 1997-1998
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These Certificates are being reoffered at par.
BBI: 6.22%
Average Maturity: 2.91 Years
Member Anderson introduced the following resolution and
moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $1,200,000 GENERAL
OBLIGATION EQUIPMENT CERTIFICATES OF
INDEBTEDNESS, SERIES 1994B
BE IT RESOLVED by the City Council of the City of Eden Prairie,
Minnesota (the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council, by its Resolution No. 94-94
adopted on June 21, 1994, authorized the issuance and sale of$1,200,000 General
Obligation Equipment Certificates of Indebtedness, Series 1994B (the Obligations) of
the Issuer to finance the costs of acquiring certain items of capital equipment.
1.02. Sale. Pursuant to the Terms of Proposal and the Official
Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed bids
for the purchase of the Obligations were received at or before the time specified for
receipt of bids. The bids have been opened, publicly read and considered and the
purchase price, interest rates and net interest cost under the terms of each bid have
been determined. The most favorable bid received is that of FBs Investment services.
Inc. of Minneapolis , Minnesota (the r
Purchaser), to purchase the Obligations at a price of$1,195,200.00 plus accrued
interest on all Obligations to the day of delivery and payment, on the further terms
and conditions hereinafter set forth.
1.03. Award. The sale of the Obligations is hereby awarded to the
Purchaser and the Mayor and City Finance Director/Clerk are hereby authorized and
directed to execute a contract on behalf of the Issuer for the sale of the Obligations in
accordance with the terms of the bid. The good faith 'deposit of the Purchaser shall
be retained and deposited by the Issuer until the Obligations have been delivered.
The good faith checks of other bidders shall be returned to them forthwith.
Section 2. Terms; Registration; Execution and Delivery.
2.01. Issuance of Obligations. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the valid issuance of the
Obligations having been done, now existing, having happened and having been
performed, it is now necessary for the City Council to establish the form and terms
of the Obligations, to provide security therefor and to issue the Obligations
forthwith.
2.02. Dates; Maturities; Interest Rates; Denominations and Payment.
The Obligations shall be dated, as originally issued, as of August 1, 1994, shall be in
denominations of $5,000 or any integral multiple thereof, of single maturities, shall
mature on December 1 in the years and amounts stated below, without option of
prior payment, and shall bear interest from date of original issue until paid at the
annual rates set forth opposite such years and amounts, as follows:
Year Amount Interest Rate
1995 $270,000 4.00 %
1996 295,000 4.20
1997 310,000 4.40
1998 325,000 4.60
The Obligations shall be issuable only in fully registered form. The interest thereon
and, upon surrender of each Obligation at the principal office of the Registrar
described herein, the principal amount thereof, shall be payable by check or draft
issued by the Registrar described herein. Upon the initial delivery of the Obligations
pursuant to Section 2.07, and upon any subsequent transfer or exchange pursuant to
Section 2.06, the date of authentication shall be noted on each Obligation so
delivered, exchanged or transferred.
2.03. Interest Payment Dates. Interest on the Obligations shall be
payable on each June 1 and December 1, commencing June 1, 1995, 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.
2.04. Redemption. The Obligations shall not be subject to prepayment
prior to their stated maturities.
2.05. Appointment of Initial Registrar The Issuer hereby appoints Norwest
Rank Minnesota, N.A. ,in Minneapolis , Minnesota, as the initial bond
registrar, transfer agent and paying agent (the Registrar) for the Obligations. The
Mayor and Finance Director/Clerk are authorized to execute and deliver, on behalf
of the Issuer, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust
company authorized by law to conduct such business, such corporation shall be
authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and
customary charges of the Registrar for the services performed. The Issuer reserves
the right to remove the Registrar upon thirty days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall
deliver all cash and Obligations in its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar.
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2.06. Registration. The effect of registration and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register The Registrar shall keep at its principal corporate
trust office a bond register in which the Registrar shall provide for the
registration of ownership of Obligations and the registration of transfers and
exchanges of Obligations entitled to be registered, transferred or exchanged.
(b) Transfer of Obligations. Upon surrender for transfer of any
Obligation duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Obligations of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Obligations. Whenever any Obligations are
surrendered by the registered owner for exchange the Registrar shall
authenticate and deliver one or more new Obligations of a like aggregate
principal amount and maturity, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. All Obligations surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Obligation is
presented to the Registrar for transfer, the Registrar may refuse to transfer the
same until it is satisfied that the endorsement on such Obligation or separate
instrument of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar shall incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The Issuer and the Registrar may
treat the person in whose name any Obligation is at any time registered in the
bond register as the absolute owner of the Obligation, whether the Obligation
shall be overdue or not, for the purpose of receiving payment of or on
account of, the principal of and interest on the Obligation and for all other
purposes; and all payments made to any registered owner or upon the
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owner's order shall be valid and effectual to satisfy and discharge the liability
upon Obligation to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Obligations (except for an exchange upon a partial redemption of an
Obligation), the Registrar may impose a charge upon the owner thereof
sufficient to reimburse the Registrar for any tax, fee or other governmental
charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Obligations. In case any
Obligation shall become mutilated or be destroyed, stolen or lost, the Registrar
shall deliver a new Obligation of like amount, number, maturity date and
tenor in exchange and substitution for and upon cancellation of any such
mutilated Obligation or in lieu of and in substitution for any Obligation
destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a
Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that the Obligation was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar of an appropriate
bond or indemnity in form, substance and amount satisfactory to it, in which
both the Issuer and the Registrar shall be named as obligees. All Obligations
so surrendered to the Registrar shall be cancelled by it and evidence of such
cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or
lost Obligation has already matured or been called for redemption in
accordance with its terms it shall not be necessary to issue a new Obligation
prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Obligations, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Obligations
shall be prepared under the direction of the Finance Director/Clerk and shall be
executed on behalf of the Issuer by the signatures of the Mayor and the Manager,
provided that the signatures may be printed, engraved or lithographed facsimiles of
the originals. In case any officer whose signature or a facsimile of whose signature
shall appear on the Obligations shall cease to be such officer before the delivery of
any Obligation, such signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he had remained in office until delivery.
Notwithstanding such execution, no Obligation shall be valid or obligatory for any
purpose or entitled to any security or benefit under this Resolution unless and until
a certificate of authentication on the Obligation has been duly executed by the
manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Obligations need not be signed by the same
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representative. The executed certificate of authentication on each Obligation shall
be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Obligations have been prepared, executed and authenticated,
the Finance Director/Clerk shall deliver them to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
2.08. Form of Obligations. The Obligations shall be prepared in
substantially the following form:
• -5-
[Face of the Obligations]
UNITED STATES OF AMERICA
STATE OF MINNBSOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS,
SERIES 1994B
Interest Maturity Date of
Rate Date Original Issue CUSIP
August 1, 1994
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, COUNTY OF HENNEPIN,
MINNESOTA (the Issuer), a duly organized and existing municipal corporation,
acknowledges itself to be indebted and for value received hereby promises to pay to
the registered owner specified above, or registered assigns, the principal sum
specified above on the maturity date specified above, without option of prior
payment, and to pay interest thereon from the date of original issue specified above,
or from the most recent date to which interest has been paid or duly provided for, at
the annual rate specified above, payable on June 1 and December 1 in each year,
commencing June 1, 1995, to the person in whose name this Obligation is registered
at the close of business on the fifteenth day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and
surrender hereof, the principal hereof are payable in lawful money of the United
States of America by check or draft by ,m
as Registrar and Paying Agent (the Registrar),or its
designated successor under the Resolution described herein. For the prompt and
full payment of such principal and interest as the same respectively become due, the
full faith, credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
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Additional provisions of this Obligation are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth hereon.
This Obligation shall not be valid or become obligatory for any purpose
or be entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Eden Prairie, County of
Hennepin, Minnesota, by its City Council, has caused this Obligation to be executed
on its behalf by the printed facsimile signatures of its Mayor and Manager.
Date of Authentication:
CITY OF EDEN PRAIRIE, NIINNESOTA
(facsimile) (facsimile)
Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Obligations delivered pursuant to the Resolution
mentioned within.
as Registrar
BY
Authorized Representative
[Reverse of the Obligations]
This Obligation is one of an issue in the aggregate principal amount of
$1,200,000, issued pursuant to a resolution adopted by the City Council on July 19,
1994 (the Resolution), to finance the costs of acquisition of capital equipment, and is
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issued pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota thereunto enabling, including Minnesota Statutes, Section
412.301 and Chapter 475. The Obligations are issuable only in fully registered form,
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 Obligation is transferable upon the books of the Issuer at the
principal office of the Registrar, by the registered owner hereof in person or by the
owner's attorney duly authorized in writing upon surrender hereof together with a
written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Obligations of other authorized denominations. Upon such transfer or exchange
the Issuer will cause a new Obligation or Obligations to be issued in the name of the
transferee or registered owner, of the same aggregate principal amount, bearing
interest at the same rate and maturing on the same date, subject to reimbursement
for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The Issuer and the Registrar may deem and treat the person in whose
name this Obligation is registered as the absolute owner hereof, whether this
Obligation is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the Issuer nor the Registrar shall be affected by any notice to
the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Obligation in order to make it a valid and binding general
obligation of the Issuer in accordance with its terms, have been done, do exist, have
happened and have been performed as so required; that, prior to the issuance hereof
the City Council has by the Resolution covenanted and agreed to levy ad valorem
taxes on all taxable property in the Issuer,which taxes will be collectible for the years
and in amounts sufficient to produce sums not less than five percent in excess of the
principal of and interest on the Obligations when due; that if necessary for payment
of such principal and interest, additional ad valorem taxes are required to be levied
upon all taxable property in the Issuer, without limitation as to rate or amount; and
that the issuance of this Obligation, together with all other indebtedness of the
Issuer outstanding on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the Issuer to exceed any constitutional
or statutory limitation of indebtedness.
Form of certificate to be printed on the reverse side of each Obligation,
following a full copy of the legal opinion:
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We certify that the above is a full, true and correct copy of the legal
opinion rendered by Bond Counsel on the issue of Obligations of the City of Eden
Prairie, Hennepin County, Minnesota, which includes the within Obligation, dated
as of the date of original delivery of and payment for the Obligations.
(Facsimile Signature) (Facsimile Signature)
Manager Mayor
The following abbreviations, when used in the inscription on the face of this
Obligation, shall be construed as though they were written out in full according to
applicable laws or regulations:
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 though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
unto the within Obligation and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Obligation on the books kept for registration of the within Obligation, with full
power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this
assignment must correspond with the
name as it appears upon the face of the
within Bond in every particular, without
alteration or enlargement or any change
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whatsoever. Signature(s) must be
guaranteed by an "eligible guarantor
institution" meeting the requirements of
the Bond Registrar, which requirements
include membership or participation in
STAMP or such other "signature guaranty
program" as may be determined by the
Bond Registrar in addition to or in
substitution for STAMP, all in accordance
with the Securities Exchange Act of 1934, as
amended.
Signature Guaranteed:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
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Section 3. Debt Service Fund. There is hereby established on the
official books and records of the Issuer a General Obligation Equipment Certificates
of Indebtedness, Series 1994B Sinking Fund (the Debt Service Fund), and so long as
any of the Obligations are outstanding and any principal of or interest thereon
unpaid, the Finance Director/Clerk shall continue to maintain the Debt Service
Fund, and the principal of and interest on the Obligations shall be payable
therefrom. The Issuer irrevocably appropriates to the Debt Service Fund (a) any
amount in excess of $1,191,600 received from the Purchaser; (b) all taxes levied and
collected in accordance with this Resolution; and (d) all other moneys as shall be
appropriated by the City Council to the Debt Service Fund from time to time. If the
balance in the Debt Service Fund is at any time insufficient to pay all interest and
principal then due on all Obligations payable therefrom, the payment shall be made
from any fund of the Issuer which is available for that purpose, subject to
reimbursement from the Debt Service Fund when the balance therein is sufficient,
and the City Council covenants and agrees that it will each year levy a sufficient
amount of ad valorem taxes to take care of any accumulated or anticipated
deficiency, which levy is not subject to any constitutional or statutory limitation.
Section 4. Tax Levy. For the prompt and full payment of the principal
of and interest on the Obligations as such payments respectively become due, the
full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby
irrevocably pledged. To provide moneys for the payment of the principal and
interest on the Obligations, there is hereby levied upon all taxable property in the
Issuer a direct, annual ad valorem tax which shall be spread upon the tax rolls for
collection in the years and amounts as follows, with and as part of other general
taxes of the Issuer as follows:
Levy Collection
Years Years Amount
1994-1997 1995-1998 See attached Levy Computation
The foregoing tax levies are such that if collected in full they will produce at least
five percent (5%) in excess of the amount needed to pay when due the principal and
interest on the Obligations. Said taxes shall be irrepealable as long as any of the
Obligations are outstanding and unpaid; provided that the Issuer reserves the right
and power to reduce the tax levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61.
Section 5. Defeasance. When all of the Obligations have been
discharged as provided in this section, all pledges, covenants and other rights
granted by this Resolution to the holders of the Obligations shall cease. The Issuer
may discharge its obligations with respect to any Obligations which are due on any
date by depositing with the Registrar on or before that date a sum sufficient for the
• -11-
payment thereof in full; or, if any Obligation should not be paid when due, it may.
nevertheless be discharged by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued from the due date to the date of such
deposit. The Issuer may also at any time discharge its obligations with respect to any
Obligations, subject to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with a bank qualified by
law as an escrow agent for this purpose, cash or securities which are authorized by
law to be so deposited,bearing interest payable at such time and at such rates and
maturing or callable at the holder's option on such dates as shall be required to pay
all principal, interest and redemption premiums to become due thereon to
maturity.
Section 6. County Auditor Registration, Certification of Proceedings
and Official Statement.
6.01. County Auditor Registration. The Finance Director/Clerk is
hereby authorized and directed to file a certified copy of this Resolution with the
County Auditor of Hennepin County, together with such additional information as
the County Auditor may require, and to obtain from the County Auditor a certificate
that the Obligations have been duly entered upon the County Auditor's bond
register and the taxes required by law for the payment of the Obligations have been
levied.
6.02. Authentication of Transcript. The officers of the Issuer and the
Auditor are hereby authorized and directed to prepare and furnish to the Purchaser
and to Dorsey & Whitney, Bond Counsel, certified copies of all proceedings and,
records relating to the Obligations and such other affidavits, certificates and
information as may be required to show the facts relating to the legality and
marketability of the Obligations, as the same appear from the books and records in
their custody and control or as otherwise known to them, and all such certified
copies, affidavits and certificates, including any heretofore furnished, shall be
deemed representations of the Issuer as to the correctness of all statements
contained therein.
6.03. Official Statement. The Official Statement relating to the
Obligations, dated July 7, 1994,prepared and distributed on behalf of the Issuer by
Springsted Incorporated, is hereby approved and the determination of the City
Finance Director/Clerk that the Official Statement has been deemed final for
purposes of SEC Rule 150-12(b)(1) is hereby ratified and confirmed. The officers of
the Issuer 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 Obligations as set
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forth in this resolution and reoffering and other information provided by the
Purchaser for inclusion in the Official Statement.
Section 7. Tax Covenants and Arbitrage Certifications.
7.01. General Covenant. The Issuer covenants and agrees with the
registered owners from time to time of the Obligations that it will not take or permit
to be taken by any of its officers, employees or agents any action which would cause
the interest on the Obligations to become includible in gross income of the recipient
under the Internal Revenue Code of 1986, as amended (the Code), and applicable
Treasury Regulations (the Regulations), and covenants to take any and all actions
within its powers to ensure that the interest on the Obligations will not become
includible in gross income of the recipient under the Code and the Regulations.
7.02. Arbitrage Certification. The Mayor and the City Manager,being
the officers of the Issuer charged with the responsibility for issuing the Obligations
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 applicable Regulations stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Obligations which make it reasonable to
expect that the proceeds of the Obligations will not be used in a manner that would
cause the Obligations to be "arbitrage bonds" within the meaning of the Code and
the Regulations.
7.03. Arbitrage Rebate. The Issuer acknowledges that the Obligations
are subject to the rebate requirements of Section 148(f) of the Code. The Issuer
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
Section 148(f) and applicable Regulations to preserve the exclusion of interest on the
Obligations from gross income for federal income tax purposes, unless the
Obligations qualify for the exception from the rebate requirement under Section
148(f)(4)(C) of the Code and no "gross proceeds" of the Obligations (other than
amounts constituting a "bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof. In furtherance of the foregoing, the
Finance Director/Clerk is hereby authorized and directed to execute a Rebate
Certificate, substantially in the form of the Rebate Certificate, dated as of the date of
delivery of the Bonds, 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.
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7.04. Oualified Tax-Exempt Obligations. In order to enhance the
marketability of the Obligations, and since the Issuer and all subordinate entities do
not reasonably expect to issue in excess of$10,000,000 of governmental and qualified
501(c)(3) bonds during calendar year 1994, the Obligations are hereby designated by
the Issuer.as "qualified tax-exempt obligations" for the p as of Section 265(b) of
the Code.
y Dou as B. Tenpa Mayor
Attest:
J Frane, Finance Director/Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Member Harris and, upon vote being taken thereon, the
following voted in favor thereof: Douglas Tenpas, Richard Anderson, 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.
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EDEN PRAIRIE, MINNESOTA
G.O. EQUIPMENT CERTIFICATES, 1994B
POST SALE TAX LEVIES
TAX LEVIES CERTIFIED TO COUNTY AUDITOR
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1994 1995 355,993
1995 1996 352,779
1996 1997 355,520
1997 1998 356,948