HomeMy WebLinkAboutResolution - 97-80 - Series 1997A General Obligation Refunding Bonds - $3,105,000 - 05/06/1997 CERTIFICATION OF MINUTES RELATING TO
$ 3,100,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1997A
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held May 6, 1997, at 7.30
o'clock P.M., at the City Hall, Eden Prairie, Minnesota.
Members present: Harris, Case, Butcher-Younghans and Tyra-Lukens
n
Members absent: Thorfinnson, Jr.
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 97-80
RESOLUTION PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $ 3,100,000
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1997A
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 on May 6, 1997.
5T, ce Director/Clerk
It was reported that 9 sealed proposals for the purchase of
3,100,000 General Obligation Refunding Bonds, Series 1997A were received
prior to 10:30 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
85 E.SEVENTH PLACE,SUITE 100
SAINT PALL,NIN 55101-2143
612-223-3000 FAX:612-223-3002
SPRINGSTED
Public Finance Advisors
$3,105,000*
CITY OF EDEN PRAIRIE, MINNESOTA
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1997A
AWARD: NORWEST INVESTMENT SERVICES, INC. '
FBS INVESTMENT SERVICES,INC.
And Associates
SALE: MAY 6, 1997 Moody's Rating: Aa3
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
NORWEST INVESTMENT SERVICES, INC. 3.80% 1998 $3,092,580.00 $423,391.88 4.6405%
FBS INVESTMENT SERVICES, INC. 4.30% 1999
R.J. Steichen &Co. 4.50% 2000
4.55% 2001
4.60% 2002
CRONIN &COMPANY, INCORPORATED 4.20% 1998 $3,101,118.75 $429,548.44 4.6993%
SMITH BARNEY 4.50% 1999
4.625% 2000
4.70% 2001
4.75% 2002
MESIROW FINANCIAL INC. 3.90% 1998 $3,090,316.00 $432,807.13 4.7451%
4.20% 1999
5.60% 2000
4.65% 2001
4.70% 2002
JURAN &MOODY, A DIVISION OF 4.40% 1998 $3,102,671.25 $434,046.88 4.7474%
MILLER, JOHNSON & KUEHN, INC. 4.60% 1999
4.70% 2000
4.75% 2001
4.80% 2002
(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
NIKE SECURITIES 4.20% 1998 $3,100,249.35 $434,235.65 4.7509%
WILLIAM R. HOUGH & CO. 4.45% 1999
BETZOLD, BERG & NUSSBAUM &CO. 4.70% 2000
J.C. BRADFORD & CO. 4.75% 2001
4.80% 2002
GRIFFIN, KUBIK, STEPHENS & 4.40% 1998 $3,101,429.25 $435,288.88 4.7623%
THOMPSON, INC. 4.60% 1999
4.70% 2000
4.75% 2001
4.80% 2002
ABN AMRO CHICAGO CORPORATION 4.75% 1998-2001 $3,104,493.10 $435,880.03 4.7672%
PRUDENTIAL SECURITIES, INC. 4.80% 2002
DEAN WITTER REYNOLDS
INCORPORATED
OPPENHEIMER&CO., INC.
PAINEWEBBER INCORPORATED
DAIN BOSWORTH INCORPORATED 4.50% 1998-2000 $3,090,521.75 $434,833.25 4.7696%
4.60% 2001
4.70% 2002
PIPER JAFFRAY INC. 4.00% 1998 $3,089,627.40 $435,392.60 4.7742%
4.35% 1999
4.50% 2000
4.65% 2001
4.75% 2002
These are being reoffered at par.
BBI: 5.77%
Average Maturity: 2.94 Years
* Subsequent to bid opening, the par amount of the issue was reduced by$5,000 in the 1999 maturity.
Councilmember case introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember Tyra-Lukens
RESOLUTION PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $ 3,100,000
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1997A
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. 97-58 duly adopted on April 1,
1997, the Issuer authorized the issuance and sale of its General Obligation Refunding
Bonds, Series 1997A in the approximate principal amount of $3,105,000, subject to
adjustment in accordance with the Terms of Proposal approved by Resolution No.
97-58 (the Bonds). The Issuer believes that a substantial debt service savings can be
achieved by the issuance and sale of the Bonds. The proceeds of the Bonds will be
used, together with funds on hand as may be required (a) to refund on September 1,
1997, the 1998 through 2002 maturities, aggregating $1,280,000 in principal amount,
of the $2,060,000 General Obligation Public Building Refunding Bonds, Series 1989A,
dated April 1, 1989 (the 1989A Public Building Bonds) and (b) to refund on
November 1, 1997, the 1998 through 2002 maturities, aggregating$1,755,000 in
principal amount, of the $2,770,000 General Obligation Recreational Facility
Refunding Bonds, Series 1989B, dated April 1, 1989 (the 1989B Recreational Facility
Bonds and together with the 1989A Public Building Bonds, the Refunded Bonds).
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 Norwest Investment Services, Inc.
of Minneapolis , Minnesota and associates (the Purchaser). In
accordance with the Terms of Proposal, it is hereby determined to issue the Bonds in
the principal amount of $ 3,100,000 at a price of $ 3,087,600 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 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.
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; Denominations and Payment. The
Bonds shall be originally dated as of June 1, 1997, shall be in the denomination of
$5,000 each, or any integral multiple thereof, of single maturities, shall mature on
March 1 in the years and amounts stated below, and shall bear interest from date of
issue until paid at the annual rates set forth opposite such years and amounts, as
follows;
Year Amount Rate
1998 $500,000 3.80%
1999 560,000 4.30
2000 625,000 4.50
2001 675,000 4.55
2002 740,000 4.60
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond, the principal amount thereof shall be payable by
check or draft issued by the Registrar described herein;provided that, so long as the
Bonds are registered in the name of a securities depository, or a nominee thereof, in
accordance with Section 2.08 hereof, principal and interest shall be payable in
accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon 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. The interest on the Bonds shall be payable on
March 1 and September 1 in each year, commencing March 1, 1998, to the owner of
record thereof as of the close of business on the fifteenth day of the preceding
month, whether or not such day is a business day. Interest shall be computed on the
basis of a 360 day year composed of twelve 30 day months.
2.04. Redemption. The Bonds shall not be subject to redemption prior
to their stated maturity dates.
-2-
2.05. Appointment of Initial Registrar. The Issuer hereby appoints
Firstar Bank of Minnesota, N.A.
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) 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
-3-
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 the Bond, whether the Bond shall be
overdue or not, for the purpose of receiving payment of or on account of, the
principal of and interest on the Bond and for all other purposes; and all
payments made to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be 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 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 the 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.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Manager and shall be executed on behalf of the
-4-
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 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 or benefit
under this Resolution unless and until a certificate of authentication on the 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 prepared, executed and authenticated, the
Manager 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. Securities Depository. (a) For purposes of this section the
following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond,
the person in whose name such Bond is recorded as the beneficial owner of such
Bond by a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New
York.
"Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant
to which the Issuer agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each
stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the bond register in the name of Cede & Co., as nominee of
DTC. The Registrar and the Issuer may treat DTC (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of
the principal of or interest on the Bonds, selecting the Bonds or portions thereof to
be redeemed, if any, giving any notice permitted or required to be given to registered
-5-
owners of Bonds under this resolution, registering the transfer of Bonds, and for all
other purposes whatsoever; and neither the Registrar nor the Issuer shall be affected
by any notice to the contrary. Neither the Registrar nor the Issuer shall have any
responsibility or obligation to any Participant, any person claiming a beneficial
ownership interest in the Bonds under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of
any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount
with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this
resolution, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with DTC's
Operational Arrangements, and all such payments shall be valid and effective to
fully satisfy and discharge the Issuer's obligations with respect to the principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond for each separate stated maturity
evidencing the obligation of the Issuer to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Bonds will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of
the Beneficial Owners that they be able to obtain Bonds in the form of bond
certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall
notify the Participants of the availability through DTC of Bonds in the form of
certificates. In such event, the Bonds will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the Issuer and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such
event the Bonds will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor or Manager is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished
upon receipt by the Registrar of the Bonds to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee in accordance with
the provisions of this resolution. In the event Bonds in the form of certificates are
issued to owners other than Cede & Co., its successor as nominee for DTC as owner
-6-
of all the Bonds, or another securities depository as owner of all the Bonds, the
provisions of this resolution shall also apply to all matters relating thereto,
including, without limitation, the printing of such Bonds in the form of bond
certificates and the method of payment of principal of and interest on such Bonds in
the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION REFUNDING BOND, SERIES 1997A
Interest Rate MatudtLT Date Date of Original Issue CUSIP No.
June 1, 1997
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Eden Prairie, County of Hennepin, State of Minnesota (the Issuer)
acknowledges itself to be indebted and for value received hereby promises to pay to
the registered owner specified above, or registered assigns, the principal amount
specified above on the maturity date specified above, without option of prior
payment, with interest thereon from the date hereof at the annual rate specified
above, payable on March 1 and September 1 in each year, commencing March 1,
1998, 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. Interest hereon shall be computed on the basis of a 360-day year composed
of twelve 30-day months. 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
Minnesota, as Bond Registrar and Paying Agent, or its designated successor under
the Resolution described herein (the 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.
This Bond is one of an issue in the aggregate principal amount of
$ issued pursuant to a resolution adopted by the City Council on May 6,
1997 (the Resolution), to provide funds to refund certain outstanding general
-7-
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.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the Issuer at the principal office
of the Registrar, by the registered owner hereof in person or by the owner's attorney
duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar, duly executed by the registered
owner or the owner's attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange the Issuer will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The 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.
Notwithstanding any other provisions of this Bond, so long as this Bond is
registered in the name of Cede & Co., as nominee of The Depository Trust
Company, or in the name of any other nominee of The Depository Trust Company
or other securities depository, the Registrar shall pay all principal of and interest on
this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or
other nominee in accordance with the operational arrangements of The Depository
Trust Company or other securities depository as agreed to by the Issuer.
The Issuer and the Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and neither
the Issuer nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of
Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the Issuer in accordance with its terms, have been done, do exist, have happened
and have been performed as so required; that the Issuer has established its General
Obligation Refunding Bonds, Series 1997A Bond Fund and has appropriated thereto
ad valorem taxes on all taxable property in the Issuer,which are estimated to be
receivable in years and amounts not less than five percent in excess of the principal
of and interest on the Bonds when due; that if necessary for the payment of such
-8-
principal and interest when due, additional ad valorem taxes are required to be
levied upon all such property, without limitation as to rate or amount; that the
issuance of this Bond does not cause the indebtedness of the Issuer to exceed any
constitutional or statutory limitation of indebtedness; and that the opinion printed
hereon is a full 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.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the Issuer,by its City Council, has caused this Bond
to be executed on its behalf by the facsimile signatures of the Mayor and Manager
and has caused this Bond to be dated as of the date set forth below.
CITY OF EDEN PRAIRIE, MI NESOTA
facsimile signature Managed (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
Dated
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
as Registrar
By
Authorized Representative
[Insert Legal Opinion]
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to the applicable
laws or regulations:
TEN COM -- as tenants in common UTMA ........................... as Custodian for
(Cust) (Minor)
under Uniform Transfers to Minors Act ..........
TEN ENT -- as tenants by the entireties (State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
-9-
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and 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 Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the 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:
[End of the Bond form]
Section 3. Use of Proceeds. Upon payment for the Bonds by the
Purchaser, the Finance Director/Clerk shall deposit and apply the proceeds of the
Bonds as follows: (a) $1,280,000 shall be deposited in the sinking fund
established for the 1989A Public Building Bonds to be applied to their redemption
and prepayment on their date of redemption (September 1, 1997), in accordance with
the provisions of the resolution authorizing their issuance; (b) $ 1,784,593.91
shall be deposited in escrow with Firstar Bank of Minnesota, N.A.
in St. Paul Minnesota (the Escrow Agent), a banking institution
whose deposits are insured by the Federal Deposit Insurance Corporation and whose
combined capital and surplus is not less than $500,000, the funds so deposited,
together with funds of the Issuer in such amount as may be required, to be invested
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
-10-
all principal and interest to become due on the 1989B Recreational Facility Bonds to
and including their date of redemption (November 1, 1997); (c) $29,134.71
shall be used to pay issuance expenses of the Bonds; and (d) $11,335.40
shall be deposited in the Bond Fund created pursuant to Section 4.01 hereof. The
Mayor and Manager are hereby authorized to enter into an Escrow Agreement with
the Escrow Agent establishing the terms and conditions for the escrow account in
accordance with Minnesota Statutes, Section 475.67.
Section 4. General Obligation Refunding Bonds, Series 1997A Bond
Fund and Pledge of Taxing Powers.
4.01. General Obligation Refunding Bonds, Series 1997A Bond Fund.
The Bonds shall be payable from a separate and special General Obligation
Refunding Bonds, Series 1997A Bond Fund (the Bond Fund) of the Issuer, which the
Issuer agrees to maintain until the Bonds have been paid in full. If the money in
the Bond Fund should at any time be insufficient to pay principal and interest due
on the Bonds, such amounts shall be paid from other moneys on hand in other
funds of the Issuer, which other funds shall be reimbursed therefor when sufficient
money becomes available in the Bond Fund. The moneys on hand in the Bond
Fund from time to time shall be used only to pay the principal of and interest on the
Bonds. Into the Bond Fund shall be paid: (a) any accrued interest and unused
discount received from the Purchaser upon delivery of the Bonds; (b) subsequent to
the Redemption Date, all ad valorem taxes collected as specified in Section 4.02; and
(c) any other funds appropriated by the Council for the payment of the Bonds.
4.02. Pledge of Taxing Powers. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due,
the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. In order to produce aggregate amounts which, together
with the collections of other amounts as set forth in Section 4.01, will produce
amounts not less than 5% in excess of the amounts needed to meet when due the
principal and interest payments on the Bonds, ad valorem taxes are hereby levied
on all taxable property in the Issuer. The taxes will be levied and collected in the
following years and amounts:
Levy Years Collection Years Amount
1997-2000 1998-2001 See attached levy computation
Said 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 said levies
in accordance with the provisions of Minnesota Statutes, Section 475.61.
-11-
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 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 or earlier designated redemption date.
Section 6. Tax Covenants; Arbitrage Matters and Continuing
Disclosure.
6.01. General Tax Covenant. 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.
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.
6.03. Arbitrage Rebate. The Issuer acknowledges that the Bonds are
subject to the rebate requirements of Section 148(f) of the Code. The Issuer
covenants and agrees to retain such records, make such determinations, file such
reports and documents and pay such amounts at such times as are required under
said Section 148(f) and applicable Regulations to preserve the exclusion of interest
on the Bonds from gross income for federal income tax purposes.
-12-
6.04. Qualified 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 1997
does not exceed$10,000,000.
6.05. Continuing Disclosure. (a) Purpose and Beneficiaries. To
provide for the public availability of certain information relating to the Bonds and
the security therefor and to permit the original purchaser and other participating
underwriters in the primary offering of the Bonds to comply with amendments to
Rule 15c2-12 promulgated by the Securities and Exchange Commission (the SEC)
under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to
continuing disclosure (as in effect and interpreted from time to time, the Rule),
which will enhance the marketability of the Bonds, the Issuer hereby makes the
following covenants and agreements for the benefit of the Owners (as hereinafter
defined) from time to time of the Outstanding Bonds. The Issuer is the only
"obligated person" in respect of the Bonds within the meaning of the Rule for
purposes of identifying the entities in respect of which continuing disclosure must
be made. If the Issuer fails to comply with any provisions of this section, any person
aggrieved thereby, including the Owners of any Outstanding Bonds, may take
whatever action at law or in equity may appear necessary or appropriate to enforce
performance and observance of any agreement or covenant contained in this
section, including an action for a writ of mandamus or specific performance. Direct,
indirect, consequential and punitive damages shall not be recoverable for any
default hereunder to the extent permitted by law. Notwithstanding anything to the
contrary contained herein, in no event shall a default under this section constitute a
default under the Bonds or under any other provision of this resolution. As used in
this section, "Owner" or "Bondowner" means, in respect of a Bond, the registered
owner or owners thereof appearing in the bond register maintained by the Registrar
or any 'Beneficial Owner` (as hereinafter defined) thereof, if such Beneficial Owner
provides to the Registrar evidence of such beneficial ownership in form and
substance reasonably satisfactory to the Registrar. As used herein, 'Beneficial
Owner' means, in respect of a Bond, any person or entity which (i) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership
of, such Bond (including persons or entities holding Bonds through nominees,
depositories or other intermediaries), or (ii) is treated as the owner of the Bond for
federal income tax purposes.
(b) Information To Be Disclosed. The Issuer will provide, in the
manner set forth in subsection (c) hereof, either directly or indirectly through an
agent designated by the Issuer, the following information at the following times:
-13-
(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending June 30, 1997, the following financial
information and operating data in respect of the Issuer (the Disclosure
Information):
(A) the audited financial statements of the Issuer for such fiscal
year, accompanied by the audit report and opinion of the accountant or
government auditor relating thereto, as permitted or required by the
laws of the State of Minnesota, containing balance sheets as of the end
of such fiscal year and a statement of operations, changes in fund
balances and cash flows for the fiscal year then ended, showing in
comparative form such figures for the preceding fiscal year of the
Issuer, prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board
as modified in accordance with the governmental accounting standards
promulgated by the Governmental Accounting Standards Board or as
otherwise provided under Minnesota law, as in effect from time to
time, or, if and to the extent such financial statements have not been
prepared in accordance with such generally accepted accounting
principles for reasons beyond the reasonable control of the Issuer,
noting the discrepancies therefrom and the effect thereof, and certified
as to accuracy and completeness in all material respects by the fiscal
officer of the Issuer; and
(B) To the extent not included in the financial statements
referred to in paragraph (A) hereof, the information for such fiscal year
or for the period most recently available of the type contained in the
Official Statement under headings: City Property Values, City
Indebtedness; City Tax Rates, Levies and Collections; Funds on Hand;
and City Investments, which information may be unaudited.
Notwithstanding the foregoing paragraph, if the audited financial statements
are not available by the date specified, the Issuer shall provide on or before
such date unaudited financial statements in the format required for the
audited financial statements as part of the Disclosure Information and, within
10 days after the receipt thereof, the Issuer shall provide the audited financial
statements. Any or all of the Disclosure Information may be incorporated by
reference, if it is updated as required hereby, from other documents, including
official statements, which have been submitted to each of the repositories
hereinafter referred to under subsection (b) or the SEC. If the document
incorporated by reference is a final official statement, it must be available
from the Municipal Securities Rulemaking Board. The Issuer shall clearly
identify in the Disclosure Information each document so incorporated by
reference. If any part of the Disclosure Information can no longer be
-14-
generated because the operations of the Issuer have materially changed or
been discontinued, such Disclosure Information need no longer be provided
if the Issuer includes in the Disclosure Information a statement to such effect;
provided, however, if such operations have been replaced by other Issuer
operations in respect of which data is not included in the Disclosure
Information and the Issuer determines that certain specified data regarding
such replacement operations would be a Material Fact (as defined in
paragraph (3) hereof), then, from and after such determination, the Disclosure
Information shall include such additional specified data regarding the
replacement operations. If the Disclosure Information is changed or this
section is amended as permitted by this paragraph (b)(1), then the Issuer shall
include in the next Disclosure Information to be delivered hereunder, to the
extent necessary, an explanation of the reasons for the amendment and the
effect of any change in the type of financial information or operating data
provided.
(2) In a timely manner, notice of the occurrence of any of the following
events which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting
financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting
financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure
to perform;
(F) Adverse tax opinions or events affecting the tax-exempt
status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment
of the securities; and
(K) Rating changes.
As used herein, a "Material Fact" is a fact as to which a substantial likelihood
exists that a reasonably prudent investor would attach importance thereto in
deciding to buy, hold or sell a Bond or, if not disclosed, would significantly
alter the total information otherwise available to an investor from the
Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a "Material
Fact" is also an event that would be deemed "material" for purposes of the
purchase, holding or sale of a Bond within the meaning of applicable federal
-15-
securities laws, as interpreted at the time of discovery of the occurrence of the
event.
(3) In a timely manner, notice of the occurrence of any of the following
events or conditions:
(A) the failure of the Issuer to provide the Disclosure
Information required under paragraph (b)(1) at the time specified
thereunder;
(B) the amendment or supplementing of this section pursuant
to subsection (d), together with a copy of such amendment or
supplement and any explanation provided by the Issuer under
subsection (d)(2);
(C) the termination of the obligations of the Issuer under this
section pursuant to subsection (d);
(D) any change in the accounting principles pursuant to which
the financial statements constituting a portion of the Disclosure
Information or the audited financial statements, if any, furnished
pursuant to subsection (b)(2) or (3) are prepared; and
(E) any change in the fiscal year of the Issuer.
(c) Manner of Disclosure. The Issuer agrees to make available the
information described in subsection (b) to the following entities by telecopy,
overnight delivery, mail or other means, as appropriate:
(1) the information described in paragraphs (1), (2) and (3)j of
subsection (b), to each then nationally recognized municipal securities
information repository under the Rule and to any state information
depository then designated or operated by the State of Minnesota as
contemplated by the Rule (the State Depository), if any; and
(2) the information described in subsection (b),to any rating agency
then maintaining a rating of the Bonds and, at the expense of such
Bondowner, to any Bondowner who requests in writing such information, at
the time of transmission under paragraphs (1) or (2) of this subsection (c), as
the case may be, or, if such information is transmitted with a subsequent time
of release, at the time such information is to be released.
(d) Term: Amendments: Interpretation.
(1) The covenants of the Issuer in this section shall remain in effect so
long as any Bonds are Outstanding. Notwithstanding the preceding sentence,
however, the obligations of the Issuer under this section shall terminate and
be without further effect as of any date on which the Issuer delivers to the
-16-
Registrar an opinion of Bond Counsel to the effect that, because of legislative
action or final judicial or administrative actions or proceedings, the failure of
the Issuer to comply with the requirements of this section will not cause
participating underwriters in the primary offering of the Bonds to be in
violation of the Rule or other applicable requirements of the Securities
Exchange Act of 1934, as amended, or any statutes or laws sizccessory thereto
or amendatory thereof.
(2) This section (and the form and requirements of the Disclosure
Information) may be amended or supplemented by the Issuer from time to
time, without notice to (except as provided in paragraph (c)(3) hereof) or the
consent of the Owners of any Bonds, by a resolution of this Council filed in
the office of the recording officer of the Issuer accompanied by an opinion of
Bond Counsel, who may rely on certificates of the Issuer and others and the
opinion may be subject to customary qualifications, to the effect that: (i) such
amendment or supplement (a) is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in
the identity, nature or status of the Issuer or the type of operations conducted
by the Issuer, or (b) is required by, or better complies with, the provisions of
paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented
would have complied with the requirements of paragraph (b)(5) of the Rule at
the time of the primary offering of the Bonds, giving effect to any change in
circumstances applicable under clause (i)(a) and assuming that the Rule as in
effect and interpreted at the time of the amendment or supplement was in
effect at the time of the primary offering; and (iii) such amendment or
supplement does not materially impair the interests of the Bondowners
under the Rule. If the Disclosure Information is so amended, the Issuer
agrees to provide, contemporaneously with the effectiveness of such
amendment, an explanation of the reasons for the amendment and the effect,
if any, of the change in the type of financial information or operating data
being provided hereunder.
(3) This section is entered into to comply with the continuing
disclosure provisions of the Rule and should be construed so as to satisfy the
requirements of paragraph (b)(5) of the Rule.
Section 7. Certification of Proceedings and Redemption of Refunded
Bonds.
7.01. 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 obtain a certificate that the Bonds have been duly
entered upon the County Auditor's bond register and the tax required by law has
been levied.
-17-
7.02. 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 & Whitney LLP, 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.
7.03. Official Statement. The Official Statement relating to the Bonds,
dated April 22, 1997,prepared and distributed by Springsted Incorporated, the
financial consultant for the Issuer, is hereby approved. Springsted Incorporated, is
hereby authorized on behalf of the Issuer to prepare and distribute to the Purchaser
within seven business days from the date hereof, a supplement to the Official
Statement listing the offering price, the interest rates, selling compensation, delivery
date, the underwriters and such other information relating to the Bonds required to
be included in the Official Statement by Rule 15c2-12 adopted by the SEC under the
Securities Exchange Act of 1934. 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.
7.04. Redemption of Refunded Bonds. The Finance Director/Clerk is
hereby directed to advise Firstar Trust Company, Milwaukee, Wisconsin, as agent
for Firstar Bank of Minnesota, N.A., successor to American Bank National
Association, in St. Paul, Minnesota, as paying agent for the Refunded Bonds, to call
the 1989A Public Building Bonds for redemption and prepayment on their date of
redemption (September 1, 1997) in the form attached hereto; to call the 1989B
Recreational Facility Bonds for redemption and prepayment as specified in the
Escrow Agreement; and to give notices of redemption, all in accordance with the
provisions of the resolutions authorizing the issuance of the Refunded Bonds.
Upon vote being taken thereon, the following voted in favor thereof:
Harris, Case, Butcher-Younghans and Tyra-Lukens
and the following voted against the same: crone
whereupon the resolution was declared duly passed and adopted.
-18-
NOTICE OF REDEMPTION
$2,060,000 General Obligation Public Building Refunding Bonds, Series 1989A
Dated April 1,1989
City of Eden Prairie, Hennepin County, Minnesota
NOTICE IS HEREBY GIVEN THAT there have been called for redemption and prepayment
on September 1, 1997, all outstanding bonds of the above referenced issue, dated April 1,
1989, maturing March 1 in the following years and having the interest rates and CUSIP
numbers listed below:
Maturi CUSIP# Rate
1998 6.90%
1999 * 6.90
2000 7.00
2001 7.00
2002 * 7.00
*Indicates full call.
Such Bonds will be redeemed at a price of 100% of their principal amount plus accrued
interest to the date of redemption. Holders of such Bonds should present them for
payment to Firstar Trust Company, Milwaukee, Wisconsin, as agent for Firstar Bank of
Minnesota, N.A., successor to American Bank National Association, St. Paul, Minnesota, at
the address below, on or before said date,when they will cease to bear interest.
It is recommended that you mail your bonds registered or certified mail to guard against
loss.
Firstar Trust Company
Attn: Corporate Trust Services
615 East Michigan Street
Fourth Floor
Milwaukee, Wisconsin 53202
In compliance with the Interest and Dividend Compliance Act of 1983 and Broker
Reporting Requirements, the redeeming institutions are required to withhold 31% of the
principal amount of your holdings redeemed unless they are provided with your social
security number or federal employer identification number, properly certified. This
requirement is fulfilled through the submitting of a W-9 Form, which may be obtained at a
bank or other financial institution.
The Paying Agent shall not be responsible for the selection of or use of the CUSIP number,
nor is any representation made as to its correctness indicated in this Notice of Redemption.
It is included solely for the convenience of the Holders.
Dated: May 6,1997. FIRSTAR BANK OF MINNESOTA, N.A.
(Successor to American Bank National Association
St. Paul, Minnesota)
TAX LEVIES CERTIFIED TO COUNTY AUDITOR
Year Levy Year Levy Amount
Is Made Is Collected Of Levy
1997 1998 710,806
1998 1999 753,772
1999 2000 776,741
2000 2001 812,742