HomeMy WebLinkAboutResolution - 95-99 - Award Sale of $1,685,000 General Obligation Building Refunding Bonds, Series 1995A - 05/23/1995 CERTIFICATION OF MINUTES RELATING TO
$ 1,680.000 GENERAL OBLIGATION BUILDING REFUNDING BONDS,
SERIES 1995A
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A special meeting held May 23, 1995, at 7:30
o'clock P.M., at the City Hall
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO 95-
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ 1,680,000 GENERAL OBLIGATION BUILDING
REFUNDING BONDS, SERIES 1995A
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 day
of May, 1995.
zm;L—
Ci in ce Director/Clerk
9�9'�
It was reported that 6 sealed proposals for the purchase of
General Obligation Building Refunding Bonds, Series 1995A were received prior to
11:00 o'clock a.m., pursuant to the Official Statement distributed to potential
purchasers of the Bonds by Springsted Incorporated, financial consultants to the
Issuer. The proposals have been publicly opened, read and tabulated and were
found to be as follows:
See Attached
Councilmember introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ 1,680,000 GENERAL OBLIGATION BUILDING
REFUNDING BONDS, SERIES 1995A
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. By Resolution No. 95- duly adopted on May
9, 1995, this Council authorized the sale of its General Obligation Building
Refunding Bonds, Series 1995A in the approximate principal amount of $1,685,000,
subject to adjustment in accordance with the Terms of Proposal approved by
Resolution No. 95- (the Bonds), the proceeds of which would be used, together
with any additional funds of the Issuer which might be required, to refund in
advance of maturity the 1998 through 2008 maturities, aggregating $1,625,000 in
principal amount, of the Issuer's outstanding General Obligation Building Bonds,
Series 1986, dated December 1, 1986 (the Refunded Bonds), in a "crossover
refunding" as defined in Minnesota Statutes, Section 475.67, subd. 13.
1.02. Sale. Pursuant to the Terms of Proposal and the Official
Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed
proposals for the purchase of the Bonds were received at or before the time specified
for receipt of proposals. The proposals have been opened, publicly read and
considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal
received is that of Kenper securities, Inc.
of Chicago r Illinois and associates (the Purchaser). In
accordance with the Terms of Proposal, it is hereby determined to issue the Bonds in
the principal amount of $ 1,680,000 at a price of $ 1,661,520.00 plus
accrued interest, and upon the further terms and conditions set forth herein.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser
and the Mayor and City Manager are hereby authorized and directed to execute a
contract on behalf of the Issuer for the sale of the Bonds in accordance with the
terms of the proposal. 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.
1.04. Savings. It is hereby determined that:
(a) by the issuance of the Bonds the Issuer will realize a substantial
interest rate reduction, a gross savings of approximately $137,384 and
a present value savings (using the yield on the Bonds, computed in
accordance with Section 148 of the Internal Revenue Code of 1986, as
amended, as the discount factor) of approximately $ 98,054 ; and
(b) as of March 1, 1997 (the Crossover Date), the present value of the
debt service on the Bonds, computed to their stated maturity dates, after
deducting any premium, is lower by 5.89 % (not less than 3%) than the
sum of (i) the present value of the debt service on the Refunded Bonds,
computed to their stated maturity dates, plus (ii) any expenses of the
refunding payable from a source other than the proceeds of the Bonds or
investment earnings thereon, using the yield of the Bonds as the discount
rate. _
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Issuance of Bonds. 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, now 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.
2.02. Maturities; Interest Rates and Denominations. The Bonds shall
be originally dated as of June 1, 1995, shall be in the denomination of$5,000 each, or
any integral multiple thereof, shall mature on March 1 in the respective years and
amounts stated below, and shall bear interest from date of issue until paid or duly
called for redemption at the respective annual rates set forth opposite such years and
amounts, as follows:
Year Amount Rate Year Amount Rate
1998 $115,000 4.35% 2004 $155,000 4.90%
1999 115,000 4.45 2005 175,000 5.00
2000 135,000 4.55 2006 175,000 5.10
2001 135,000 4.65 2007 195,000 5.20
2002 135,000 4.75 2008 190,000 5.30
2003 155,000 4.85
For the purposes of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
-2-
nonrefunded maturities of the Refunded Bonds. The Bonds shall be issuable only
in fully registered form. The interest thereon and, upon surrender of each 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 described herein.
2.03. Dates and Interest Payment Dates. Each Bond shall bear a date of
original issue of June 1, 1995. Upon the initial delivery of the Bonds 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 Bond so delivered, exchanged or
transferred. Interest on the Bonds shall be payable on each March 1 and September
1, commencing March 1, 1996, 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. Bonds maturing in 2005 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$5,000, on March 1, 2004, 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 call for redemption to be
mailed, by first class mail, to the registered holders of any Bonds to be redeemed at
their addresses as they appear on the bond register described in Section 2.05 hereof,
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 owner without charge,
representing the remaining principal amount outstanding.
2.05. Appointment of Initial Registrar. The Issuer hereby appoints
First Trust National Association
in st. Paul I Minnesota as the initial bond registrar, transfer
agent and paying agent (the Registrar). The Mayor and the Manager 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 (30)
-3-
days notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and Bonds in its possession to the
successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. 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 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 canceled 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
-4-
principal of and interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order
shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any such Bond destroyed, stolen or lost, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was destroyed, stolen or lost, and of the ownership thereof, and upon
furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the Issuer and the
Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be canceled by it and evidence of such cancellation shall be
given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it
shall not be necessary to issue a new Bond prior to payment.
2.07. Execution, Authentication 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
had remained in office until delivery. Notwithstanding such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security hereunder
until a certificate of authentication on such Bond has been duly executed by the
manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the Finance
Director/Clerk shall deliver the same to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed
-5-
and the Purchaser shall not be obligated to see to the application of the purchase
price.
2.08. Form of Bonds. The Bonds shall be printed in substantially the
following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION BUILDING REFUNDING BOND, SERIES 1995A
Interest Rate Maturity Date Date of Original Issue CUSIP
June 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, COUNTY OF HENNEPIN,
MINNESOTA (the Issuer), acknowledges itself to be indebted and hereby promises
to pay to the registered owner named above, or registered assigns, the principal
amount specified above on the maturity date specified above with interest thereon
from the date hereof at the annual rate specified above, payable on March 1 and
September 1 in each year, commencing March 1, 1996, 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, all subject to the provisions
referred to herein with respect to the redemption of this Bond prior to maturity.
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 in
as Bond Registrar and Paying Agent, or its designated
successor under the Resolution described herein (the Bond Registrar). For the
prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the Issuer have been and
are hereby irrevocably pledged.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth in this place.
-6-
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 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 Bond to be executed on its
behalf by the facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
Date of Authentication:
CITY OF EDEN PRAIRIE MINNESOTA
(facsimile signature - City Manager) (facsimile signature - Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
as Bond Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$ 1,680,000 issued pursuant to a resolution adopted by the City Council on
May 23, 1995 (the Resolution), to provide funds to refund certain outstanding
general obligation bonds of the Issuer, and is issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Chapter 475. The Bonds are issuable only in
fully registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
Bonds maturing in 2005 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 Bond
Registrar in multiples of$5,000 on March 1, 2004, 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 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,
-7-
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.
The Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
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 Bond 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 Bond 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 Bond 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 Bond 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 in regular and due form, time and manner as
so required; that the Bonds are payable from a separate debt redemption fund of the
Issuer and from ad valorem taxes levied upon all taxable property in the Issuer
without limitation as to rate or amount; that the issuance of this Bond does not
-8-
cause the indebtedness of the Issuer to exceed any constitutional or statutory
limitation; and that the opinion printed hereon is a full, true and correct copy of the
legal opinion given by Bond Counsel with reference to the Bonds, dated as of the
date of original delivery of the Bonds.
[Insert Legal Opinion]
For value received, the undersigned hereby sells, assigns and transfers
unto the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of.
substitution in the premises.
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 whatsoever.
Signature Guaranteed:
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.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
-9-
Section 3. Use of Proceeds. The Finance Director/Clerk is hereby
authorized and directed, simultaneously with the delivery of the Bonds, to deposit
the proceeds thereof in the amount of $ 1,636,967.88 in escrow with
First Trust National Association , 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 pay the interest to
become due on the Bonds to and including the Crossover Date and to redeem the
Refunded Bonds in the principal amount of $1,625,000 on the Crossover Date. The
Mayor and 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. The remaining proceeds of the
Bonds in the amount of $ 30,470.74 shall be applied to pay issuance expenses.
Section 4. Sinking Fund and Tax Levy.
4.01. Sinking Fund. The Bonds shall be payable from a separate
General Obligation Building Refunding Bonds, Series 1995A Sinking Fund (the
Sinking Fund) which shall be created and maintained on the books of the Issuer as a
separate debt redemption fund until the Bonds, and all interest thereon, are fully
paid. There shall be credited to the Sinking Fund (i) all receipts of principal and
interest on the investments held in the escrow account established in Section 3 to
and including the Crossover Date (other than the sum of $1,625,000 received from
maturing investments on the Crossover Date to be used to retire the Refunded
Bonds), (ii) ad valorem taxes collected in accordance with the provisions of Section
4.02 hereof and (iii) any other funds appropriated by the Council for the payment of
the Bonds.
4.02. Tax Levy For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit
and taxing powers of the Issuer shall be and are hereby irrevocably pledged. To
provide moneys for the payment of the principal of and interest on the Bonds, in
addition to the funds specified in Section 4.01, there is hereby levied on 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 in the amounts as follows, with and as
part of other general taxes of the Issuer, as follows:
Lew Years Collection Years Amount
1996-2007 1997-2008 See attached Levy Computation
-10-
The taxes shall be irrepealable as long as any of the Bonds are outstanding and
unpaid; provided that the Issuer reserves the right and power to reduce the levies in
the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
Section 5. 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 a sum sufficient for the payment
thereof in full; provided that notice of the redemption thereof has been duly given
as provided in Section 2.04. The Issuer may also at any time discharge its obligations
with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a
bank qualified by law as an escrow agent for this purpose, cash or securities which
are 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 and interest to become due thereon to maturity.
Section 6. Tax Covenants and Arbitrage Matters.
6.01. Restrictive Action. The Issuer covenants and agrees with the
registered 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 actions that would cause
interest on the Bonds to become includable 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 Bonds will not become includable in gross
income of the recipient under the Code and the Regulations. The Issuer represents
and covenants that the proceeds of the Refunded Bonds (or bonds refunded thereby)
were used to finance public improvements and facilities owned and maintained by
the Issuer and available for use by members of the general public on a substantially
equal basis. So long as the Bonds are outstanding, the Issuer will not enter into any
lease, use agreement or other agreement or contract respecting said improvements
or facilities which would cause the Refunded Bonds or Bonds to be considered
"private activity bonds" or "private loan bonds" pursuant to the provisions of
Section 141 of the Code.
-11-
6.02 Certification. 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 applicable Regulations stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect
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 Regulations and
setting forth the Issuer's covenants and expectations with respect to the application
of Section 148(f)(4) of the Code to the Bonds.
6.03. Arbitrage Rebate. It is hereby determined that the Issuer will
qualify for the exception from arbitrage rebate for the Bonds provided by Section
148(f)(4)(D) of the Code, as modified by Section 148(f)(4)(D)(v) thereof, since:
(a) the Refunded Bonds qualified for the exception from arbitrage
rebate provided by Section 148(f)(4)(D)(i) of the Code;
(b) the aggregate face amount of the Bonds does not exceed $5,000,000;
(c) the weighted average maturity of the Bonds ( 6.17 years) does not
exceed the remaining weighted average maturity of the Refunded Bonds
(6.28 years); and
(d) no Bond has a maturity date which is later than 30 years after the
date the Refunded Bonds were issued.
6.04. Oualified Tax-Exempt Obligations. The City Council hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code relating to the disallowance of interest expense for financial
institutions, and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1995
does not exceed$10,000,000.
Section 7. Redemption of Refunded Bonds and Certification of
Proceedings.
7.01. Refunded Bonds Call. The Finance Director/Clerk is directed to
call for redemption and prepayment the Refunded Bonds at their earliest
permissible redemption date (March 1, 1997) and to give notice of redemption in
accordance with the resolution authorizing issuance of the Refunded Bonds.
-12-
7.02. Registration of Bonds. The Finance Director/Clerk is hereby
authorized and directed to file a certified copy of this resolution with the County
Auditor of Hennepin County and to obtain from the County Auditor a certificate
stating that the Bonds have been entered upon the Auditor's bond register and the
tax required by law has been levied.
7.03. Authentication of Transcript. The officers of the Issuer and the
County Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey and Whitney P.L.L.P., Bond Counsel, certified copies of all
proceedings and records relating to the Bonds 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 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.
7.04. Official Statement. The Official Statement relating to the Bonds,
dated May 9 , 1995, 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.
Upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
-13-
EDEN PRAIRIE, MINNESOTA
G.O. BUILDING REFUNDING BONDS, 1995A
POST SALE TAX LEVIES
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1996 1997 43,024
1997 1998 204,172
1998 1999 198,859
1999 2000 213,947
2000 2001 207,427
2001 2002 200,764
2002 2003 214,451
2003 2004 206,517
2004 2005 218,936
2005 2006 209,657
2006 2007 220,647
2007 2008 204.787
CERTIFICATION OF MINUTES RELATING TO
$ 1,680,000 GENERAL OBLIGATION BUILDING REFUNDING BONDS,
SERIES 1995A
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
regular
Kind, date, time and place of meeting: A spaxiad meeting held May 23, 1995, at 7:30
o'clock P.M., at the City Hall
Members present: Ronald Case, Patricia Pidcock, Ross L. Tnorfinnson, Jr., Nancy
Taira-Lukens and Mayor Jean Harris
Members absent: none
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 95- 99
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ 1,680,000 GENERAL OBLIGATION BUILDING
REFUNDING BONDS, SERIES 1995A
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 23rd day
of May, 1995. _
City Director/Clerk
Councilmember Pidcock introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember. Tyra-Lukens
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $ 1,680,000 GENERAL OBLIGATION BUILDING
REFUNDING BONDS, SERIES 1995A
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. By Resolution No 95-88 duly adopted on May
9, 1995, this Council authorized the sale of its General Obligation Building
Refunding Bonds, Series 1995A in the approximate principal amount of $1,685,000,
subject to adjustment in accordance with the Terms of Proposal approved by
Resolution No. 95- 88 (the Bonds), the proceeds of which would be used, together
with any additional funds of the Issuer which might be required, to refund in
advance of maturity the 1998 through 2008 maturities, aggregating $1,625,000 in
principal amount, of the Issuer's outstanding General Obligation Building Bonds,
Series 1986, dated December 1, 1986 (the Refunded Bonds), in a "crossover
refunding" as defined in Minnesota Statutes, Section 475.67, subd. 13.
1.02. Sale. Pursuant to the Terms of Proposal and the Official
Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed
proposals for the purchase of the Bonds were received at or before the time specified
for receipt of proposals. The proposals have been opened, publicly read and
considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal
received is that of Kemper securities, Inc.
of Chicago r Illinois and associates (the Purchaser). In
accordance with the Terms of Proposal, it is hereby determined to issue the Bonds in
the principal amount of $ 1,680,000 at a price of $ 1,661,520.00 plus
accrued interest, and upon the further terms and conditions set forth herein.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser
and the Mayor and City Manager are hereby authorized and directed to execute a
contract on behalf of the Issuer for the sale of the Bonds in accordance with the
terms of the proposal. 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.
It was reported that 6 sealed proposals for the purchase of
General Obligation Building Refunding Bonds, Series 1995A were received prior to
11:00 o'clock a.m., pursuant to the Official Statement distributed to potential
purchasers of the Bonds by Springsted Incorporated, financial consultants to the
Issuer. The proposals have been publicly opened, read and tabulated and were
found to be as follows:
See Attached
8S E.SEVENTH PLACE,SUITE 100
SAINT PAUL,MN SS101-2143
612-223-3000 FAX:612-223-3002
SPRINGSTED
PubflcFI> =
$1,685,000'
CITY OF EDEN PRAIRIE,MINNESOTA
GENERAL OBLIGATION BUILDING REFUNDING BONDS,SERIES 1995A
AWARD: KEMPER SECURITIES, INC.
SALE: May 23,1996 Moody's Rating: Al
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
KEMPER SECURITIES, INC. 4.35% 1998 $1,666,465.00 $716,928.75 5.1370%
4.45% 1999
4.55% 2000
4.65% 2001
4.75% 2002
4.85% 2003
4.90% 2004
5.00% 2005
5.10% 2006
5.20% 2007
5.30% 2008
DEAN WITTER REYNOLDS 4.40% 1998 $1,666,515.15 $720,843.91 5.1663%
INCORPORATED 4.50% 1999
ABN AMRO SECURITIES(USA) INC. 4.60% 2000
PRUDENTIAL SECURITIES, INC. 4.70% 2001
4.80% 2002
4.90% 2003
5.00% 2004-2005
5.125% 2006
5.20% 2007
5.30% 2008
(Continued)
SAINT PAUL,MN • MINNEAPOLIS,MN BROOKFIELD,WI • OVERLAND PARK,KS • WASHINGTON,DC . IOWA CITY,IA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
FIRSTAR CORPORATION MINNESOTA 4.55% 1998 $1,674,535.60 $725,767.53 5.1862%
FIRSTAR BANK MILWAUKEE, N.A. 4.65% 1999
4.75% 2000
4.80% 2001
4.90% 2002
4.95% 2003
5.05% 2004
5.10% 2005
5.20% 2006
5.30% 2007
5.40% 2008
NORWEST INVESTMENT SERVICES, INC. 4.40% 1998 $1,666,465.00 $726,995.00 5.2080%
HARRIS TRUST&SAVINGS BANK 4.50% 1999
Juran &Moody, Incorporated 4.60% 2000
-In Association With- 4.70% 2001
PIPER JAFFRAY INC. 4.80% 2002
FBS INVESTMENT SERVICES, INC. 4.90% 2003
5.00% 2004
5.05% 2005
5.15% 2006
5.30% 2007
5.40% 2008
SMITH BARNEY 4.40% 1998 $1,666,465.00 $728,788.75 5.2206%
CRONIN &COMPANY, INCORPORATED 4.50% 1999
4.60% 2000
4.70% 2001
4.80% 2002
4.90% 2003
5.00% 2004
5.10% 2005
5.20% 2006
5.30% 2007
5.40% 2008
DAIN BOSWORTH INCORPORATED 4.80% 1998-2002 $1,666,690.80 $731,474.20 5.2440%
PRINCIPAL FINANCIAL SECURITIES INC. 4.90% 2003
5.00% 2004-2005
5.20% 2006
5.30% 2007
5.40% 2008
(Continued)
s -
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.35% 1998 Par
4.45% 1999 Par
4.55% 2000 Par
4.65% 2001 Par
4.75% 2002 Par
4.85% 2003 Par
4.90% 2004 4.95%
5.00% 2005 5.05%
5.10% 2006 5.20%
5.20% 2007 5.30%
5.30% 2008 5.40%
BBI: 5.92%
Average Maturity: 8.31 Years
Subsequent to bid opening, the issue size was reduced by$5,000. The 2008 maturity was reduced to$190,000.
1.04. Savings. It is hereby determined that:
(a) by the issuance of the Bonds the Issuer will realize a substantial
interest rate reduction, a gross savings of approximately $137,384 and
a present value savings (using the yield on the Bonds, computed in
accordance with Section 148 of the Internal Revenue Code of 1986, as
amended, as the discount factor) of approximately $ 98,054 ; and
(b) as of March 1, 1997 (the Crossover Date), the present value of the
debt service on the Bonds, computed to their stated maturity dates, after
deducting any premium, is lower by 5.89 % (not less than 3%) than the
sum of (i) the present value of the debt service on the Refunded Bonds,
computed to their stated maturity dates, plus GO any expenses of the
refunding payable from a source other than the proceeds of the Bonds or
investment earnings thereon, using the yield of the Bonds as the discount
rate.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Issuance of Bonds. 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, now 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.
2.02. Maturities; Interest Rates and Denominations. The Bonds shall
be originally dated as of June 1, 1995, shall be in the denomination of $5,000 each, or
any integral multiple thereof, shall mature on March 1 in the respective years and
amounts stated below, and shall bear interest from date of issue until paid or duly
called for redemption at the respective annual rates set forth opposite such years and
amounts, as follows:
Year Amount Rate Year Amount Rate
1998 $115,000 4.35% 2004 $155,000 4.90%
1999 115,000 4.45 2005 175,000 5.00
2000 135,000 4.55 2006 175,000 5.10
2001 135,000 4.65 2007 195,000 5.20
2002 135,000 4.75 2008 190,000 5.30
2003 155,000 4.85
For the purposes of complying with the provisions of Minnesota Statutes, Section
475.54, subdivision 7, the maturities of the Bonds shall be combined with the
-2-
nonrefunded maturities of the Refunded Bonds. The Bonds shall be issuable only
in fully registered form. The interest thereon and, upon surrender of each 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 described herein.
2.03. Dates and Interest Payment Dates. Each Bond shall bear a date of
original issue of June 1, 1995. Upon the initial delivery of the Bonds 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 Bond so delivered, exchanged or
transferred. Interest on the Bonds shall be payable on each March 1 and September
1, commencing March 1, 1996, to the owners of record thereof as of the dose of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
2.04. Redemption. Bonds maturing in 2005 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$5,000, on March 1, 2004, 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 call for redemption to be
mailed, by first class mail, to the registered holders of any Bonds to be redeemed at
their addresses as they appear on the bond register described in Section 2.05 hereof,
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 owner without charge,
representing the remaining principal amount outstanding.
2.05. Appointment of Initial Registrar. The Issuer hereby appoints
First Trust National Association
in St. Paul Minnesota as the initial bond registrar, transfer
agent and paying agent (the Registrar). The Mayor and the Manager 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 (30)
-3-
days notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and Bonds in its possession to the
successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. 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 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 canceled 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
-4-
t
principal of and interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order
shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any such Bond destroyed, stolen or lost, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was destroyed, stolen or lost, and of the ownership thereof, and upon
furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the Issuer and the
Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be canceled by it and evidence of such cancellation shall be
given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it
shall not be necessary to issue a new Bond prior to payment.
2.07. Execution, Authentication 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
had remained in office until delivery. Notwithstanding such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security hereunder
until a certificate of authentication on such Bond has been duly executed by the
manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the Finance
Director/Clerk shall deliver the same to the Purchaser upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed
-5-
and the Purchaser shall not be obligated to see to the application of the purchase
price.
2.08. Form of Bonds. The Bonds shall be printed in substantially the
following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION BUILDING REFUNDING BOND, SERIES 1995A
Interest Rate Maturity Date Date of Ordinal Issue CUSIP
June 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, COUNTY OF HENNEPIN;
MINNESOTA (the Issuer), acknowledges itself to be indebted and hereby promises
to pay to the registered owner named above, or registered assigns, the principal
amount specified above on the maturity date specified above with interest thereon
from the date hereof at the annual rate specified above, payable on March 1 and
September,I in each year, commencing March 1, 1996, 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, all subject to the provisions
referred to herein with respect to the redemption of this Bond prior to maturity.
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 , in
as Bond Registrar and Paying Agent, or its designated
successor under the Resolution described herein (the Bond Registrar). For the
prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the Issuer have been and
are hereby irrevocably pledged.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth in this place.
-6-
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 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 Bond to be executed on its
behalf by the facsimile signatures of the Mayor and City Manager and has caused this
Bond to be dated as of the date set forth below.
Date of Authentication:
CITY OF EDEN PRAIRIE MINNESOTA
(facsimile signature - City Manager) (facsimile signature - Maw
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
as Bond Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$ 1,680,000 issued pursuant to a resolution adopted by the City Council on
May 23, 1995 (the Resolution), to provide funds to refund certain outstanding
general obligation bonds of the Issuer, and is issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota thereunto
enabling, including Minnesota Statutes, Chapter 475. The Bonds are issuable only in
fully registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
Bonds maturing in 2005 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 Bond
Registrar in multiples of$5,000 on March 1, 2004, 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 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,
-7-
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.
The Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
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 Bond 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 Bond 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 Bond 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 Bond 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 in regular and due form, time and manner as
so required; that the Bonds are payable from a separate debt redemption fund of the
Issuer and from ad valorem taxes levied upon all taxable property in the Issuer
without limitation as to rate or amount; that the issuance of this Bond does not
-8-
cause the indebtedness of the Issuer to exceed any constitutional or statutory
limitation; and that the opinion printed hereon is a full, true and correct copy of the
legal opinion given by Bond Counsel with reference to the Bonds, dated as of the
date of original delivery of the Bonds.
[Insert Legal Opinion]
For value received, the undersigned hereby sells, assigns and transfers
unto the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
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 whatsoever.
Signature Guaranteed:
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.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
-9-
Section 3. Use of Proceeds. The Finance Director/Clerk is hereby
authorized and directed, simultaneously with the delivery of the Bonds, to deposit
the proceeds thereof in the amount of $ 1,636,967.88 in escrow with
First Trust National Association , 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 $300,000, 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 pay the interest to
become due on-the Bonds to and including the Crossover Date and to redeem the
Refunded Bonds in the principal amount of $1,625,000 on the Crossover Date. The
Mayor and 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. The remaining proceeds of the
Bonds in the amount of $ 30,470.74 shall be applied to pay issuance expenses.
Section 4. Sinking Fund and Tax Lew.
4.01. Sinking Fund. The Bonds shall be payable from a separate
General Obligation Building Refunding Bonds, Series 1995A Sinking Fund (the
Sinking Fund) which shall be created and maintained on the books of the Issuer as a
separate debt redemption fund until the Bonds, and all interest thereon, are fully
paid. There shall be credited to the Sinking Fund (i) all receipts of principal and
interest on the investments held in the escrow account established in Section 3 to
and including the Crossover Date (other than the sum of $1,625,000 received from
maturing investments on the Crossover Date to be used to retire the Refunded
Bonds), (ii) ad valorem taxes collected in accordance with the provisions of Section
4.02 hereof and (iii) any other funds appropriated by the Council for the payment of
the Bonds.
4.02. Tax Levy For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit
and taxing powers of the Issuer shall be and are hereby irrevocably pledged. To
provide moneys for the payment of the principal of and interest on the Bonds, in
addition to the funds specified in Section 4.01, there is hereby levied on 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 in the amounts as follows, with and as
part of other general taxes of the Issuer, as follows:
Levy Years Collection Years Amount
1996-2007 1997-2008 See attached Levy Computation
-10-
The taxes shall be irrepealable as long as any of the Bonds are outstanding and
unpaid; provided that the Issuer reserves the right and power to reduce the levies in
the manner and to the extent permitted by Minnesota Statutes, Section 475.61.
Section 5. 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 a sum sufficient for the payment
thereof in full; provided that notice of the redemption thereof has been duly given
as provided in Section 2.04. The Issuer may also at any time discharge its obligations
with respect to any Bonds, subject to the provisions of law now or hereafter
authorizing and regulating such action, by depositing irrevocably in escrow, with a
bank qualified by law as an escrow agent for this purpose, cash or securities which
are 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 and interest to become due thereon to maturity.
Section 6. Tax Covenants and Arbitrage Matters.
6.01. Restrictive Action. The Issuer covenants and agrees with the
registered 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 actions that would cause
interest on the Bonds to become includable 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 Bonds will not become includable in gross
income of the recipient under the Code and the Regulations. The Issuer represents
and covenants that the proceeds of the Refunded Bonds (or bonds refunded thereby)
were used to finance public improvements and facilities owned and maintained by
the Issuer and available for use by members of the general public on a substantially
equal basis. So long as the Bonds are outstanding, the Issuer will not enter into any
lease, use agreement or other agreement or contract respecting said improvements
or facilities which would cause the Refunded Bonds or Bonds to be considered
"private activity bonds" or "private loan bonds" pursuant to the provisions of
Section 141 of the Code.
-11-
6.02 Certification. 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 applicable Regulations stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect
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 Regulations and
setting forth the Issuer's covenants and expectations with respect to the application
of Section 148(f)(4) of the Code to the Bonds.
6.03. Arbitrage Rebate. It is hereby determined that the Issuer will
qualify for the exception from arbitrage rebate for the Bonds provided by Section
148(f)(4)(D) of the Code, as modified by Section 148(f)(4)(D)(v) thereof, since:
(a) the Refunded Bonds qualified for the exception from arbitrage
rebate provided by Section 148(f)(4)(D)(i) of the Code;
(b) the aggregate face amount of the Bonds does not exceed$5,000,000;
(c) the weighted average maturity of the Bonds 6.17 years) does not
exceed the remaining weighted average maturity of the Refunded Bonds
(6.28 years); and
(d) no Bond has a maturity date which is later than 30 years after the
date the Refunded Bonds were issued.
6.04. Oualified Tax-Exempt Obligations. The City Council hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code relating to the disallowance of interest expense for financial
institutions, and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1995
does not exceed$10,000,000.
Section 7. Redemption of Refunded Bonds and Certification of
Proceedings.
7.01. Refunded Bonds Call. The Finance Director/Clerk is directed to
call for redemption and prepayment the Refunded Bonds at their earliest
permissible redemption date (March 1, 1997) and to give notice of redemption in
accordance with the resolution authorizing issuance of the Refunded Bonds.
-12-
7.02. Registration of Bonds. The Finance Director/Clerk is hereby
authorized and directed to file a certified copy of this resolution with the County
Auditor of Hennepin County and to obtain from the County Auditor a certificate
stating that the Bonds have been entered upon the Auditor's bond register and the
tax required by law has been levied.
7.03. Authentication of Transcript. The officers of the Issuer and the
County Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey and Whitney P.L.L.P., Bond Counsel, certified copies of all
proceedings and records relating to the Bonds 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 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. -
7.04. Official Statement. The Official Statement relating to the Bonds,
dated May 9 , 1995, 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.
Upon vote being taken thereon, the following voted in favor thereof: case, Pidcock,
Thorfinnson, Jr., Tyra-Lukens and Mayer Harris
and the following voted against the same: none
whereupon the resolution was declared duly passed and adopted.
-13-
5
EDEN PRAIRIE, MINNESOTA
G.O. BUILDING REFUNDING BONDS, 1995A
POST SALE TAX LEVIES
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1996 1997 43,024
1997 1998 204,172
1998 1999 198,859
1999 2000 213,947
2000 2001 207,427
2001 2002 200,764
2002 2003 214,451
2003 2004 206,517
2004 2005 218,936
2005 2006 209,657
2006 2007 220,647
2007 2008 204.787