HomeMy WebLinkAboutResolution - 88-296 - Awarding Bid and Authorizing Issuance of 1988A Series $9,800,000 G. O. Bonds - Member introduced the
following resolution and moved its adoption :
RESOLUTION RELATING TO $9 , 800 , 000 GENERAL
OBLIGATION IMPROVEMENT BONDS, SERIES 1988A;
AUTHORIZING THE ISSUANCE , AWARDING THE SALE ,
FIXING THE FORM AND DETAILS, PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND THE SECURITY
THEREFOR AND LEVYING AD VALOREM TAXES FOR THE
PAYMENT THEREOF
BE IT RESOLVED by the City Council of the City of Eden
Prairie , Minnesota, as follows :
Section 1 . Recitals.
1 . 01 . Authorization, This Council has heretofore
ordered various local improvement projects (the Improvements) ,
to be constructed within the City under and pursuant to
Minnesota Statutes , Chapter 429 . The present estimated total
cost of the Improvements is as follows :
Improvement Contract Number Cost
52-010 1 , 551 , 9193
52-011 856 , 023
52-030 75 , 223
52-03 1 50 , 810
52-033 198 , 216
52-040 61 , 338
52-043 54 , 668
52-049 40 , 454
52--054 8 , 983
52-057 26 , 055
52-059 435 ,950
52-060 360 , 805
52-061 93 , 592
52-064 832 , 535
52-065 394 , 689
52-069 268 , 388
52-079 21 , 145
52-089 108, 591
52-094 67 , 543
52-096 1 , 146 , 252
52-097 558 , 747
52-102 1 , 023 , 892
52-104 363 , 303
52-105 451 , 754
52-109 113 , 337
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Improvement Contract Number Cost
52-119 154 , 946
52-121 75 , 690
52-132 296 , 500
52-133 144 , 700
Pursuant to a resolution adopted November 1 , 1988 , this Council
determined to issue and sell $9 , 800 , 000 principal amount of
General Obligation Improvement Bonds , Series 1988A, of the City
(the Bonds ) to defray the expense incurred and estimated to be
incurred by the City in making the Improvements , including
every item of cost or the kinds authorized in Minnesota
statutes , Section 4 75 . 65 , and $147 , 00 0 representing interest as
provided in Minnesota Statutes , Section 475 . 56 .
1 . 02 . Sale of Bonds. Notice of the sale of the Bonds
was duly published as required by Minnesota Statutes , Section
475 . 60 . Pursuant to the Notice of Bond Sale and the Terms and
Conditions of Sale, sealed bids for the purchase of the
Bonds were received at or before the time specified for receipt
of bids . The bids have been opened and publicly read and
considered, and the purchase price , interest rates and net
interest cost under the terms of each bid have been
t determined . The most favorable proposal received is that of
of _ _
( the Purchaser ) , to purchase the Bonds at a price of
$ , the Bonds to bear interest at the rates set
forth in Section 3 . 01 . The proposal is hereby accepted, and
the Mayor and the City Manager are hereby authorized and
directed to execute a contract on the part of the City for the
sale of the Bcinds with the Purchaser . The good faith checks of
the unsuccessful bidders shall be returned Forthwith .
1 . 03 . Issuance of Bonds . 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
prior to the issuance of the Bonds have been done, do exist ,
have happened , and have been performed, wherefore it is now
necessary for this Council to establish the form and terms of
the Bonds , to provide for the security thereof , and to issue
the Bonds forthwith .
1 . 04 . Maturities . This Council finds and determines
that the maturities of the Bonds , as set forth in Section 3 , 01
hereof, are warranted by the anticipated collection of the
assessments and ad valorem taxes to be levied for the cost of
the Improvements .
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Section 2 . Form of Bonds .
2 . 01 . Form of Bonds . The Bonds shall be prepared in
substantially the following form:
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(Face of Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION
IMPROVEMENT BOND, SERIES 1988
Date of
Pate Maturity Original Issue CUSIP
December 1, 1988 SEE REVERSE
FOR CERTAIN
DEFINITIONS
REGISTERED
OWNER:
PRINCIPAL
AMOUNT : DOLLARS
THE CITY OF EDEN PRAIRI"E, Hennepin County, Minnesota
(the City) , acknowledges itself to be indebted and , for value
received, hereby promises to pay to the registered owner above
named, the principal amount indicated above, on the maturity
date specified above, with interest thereon from the date
hereof at the annual rate specified above, payable on
February 1 and August 1 in each year , commencing August 1 ,
1989 , to the person in whose name this Bond is registered at
the close of business on the 15th day (whether or not a
business day) of: the immediately preceding month all subject to
the provisions referred to herein with respect to the
redemption of the principal of this Bond before 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 of Norwest Bank
Minneapolis , in Minneapolis , Minnesota, as Bond Registrar ,
Transfer Agent and Paying Agent ( the Bond Registrar ) , or its
successor designated under the Resolution described herein .
Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth hereon .
This Bond shall not be valid or become obligatory for
i any purpose or be entitled to any security or benefit under the
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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 WIT9ESS WHEREOF , the City of Eden Prairie, Hennepin
County, State of Minnesota , by its City Council , has caused
this Bond to be executed by the facsimile signatures of the
Mayor and the City Manager and by a printed facsimile of the
official seal of the City and has caused this Bond to be dated
as of the date set forth below .
Date of Authentication
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within .
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NORWEST BANK MINNEAPOLIS , as
Bond Registrar
By
Authorized Representative
[ Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $9 , 800 , 000 (the Bonds) , issued to pay the
cost of construction of local improvements in the City ( the
Improvements) , and is issued pursuant to and in full conformity
with the provisions of the Constitution and laws of the State
of Minnesota thereunto enabling, including Minnesota Statutes ,
Chapters 429 and 475 . This Bond is payable primarily from the
1988 Improvement Bond Fund ( the Fund) of the City, but the City
is required by law to pay maturing principal hereof and
interest thereon out of any funds in the treasury if moneys on
hand in the Fund are insufficient therefor . The Bonds are
issuable only as fully registered bonds , in denominat:Lons of
$5, 000 or any integral multiple thereof , of single maturities .
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Bonds maturing in the years 1990 through 1997 are
payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in the years 1998 through 2004 are each subject to redemption
and prepayment, at the option of the City and in whole or in
part and if in part , in inverse order of maturities and by lot ,
assigned in proportion to their principal amount , within any
maturity, on February 1, 1997 and on any interest payment date
thereafter , at a price equal to the principal amount thereof to
be redeemed plus interest accrued to the date of redemption .
At least thirty days prior to the date set for redemption of
any Bond, notice of the call for redemption will be published
in a daily or weekly periodical , published in a Minnesota city
of the first class or its metropolitan area, which circulates
throughout the state and furnishes financial news as a part of
its service , and will be mailed to the Bond Registrar and to
the registered owner of each Bond to be redeemed at his address
appearing in the Bond Register , 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 . Upon the
partial redemption of any Bond, a new Bond or Bonds will be
delivered to the registered owner without charge , representing
the remaining principal amount outstanding.
As provided in the Resolution and subject to certain
limitations set forth therein, this Bond is transferable upon
the books of the city at the principal office of the Bond
Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to
the Bond Registrar , duly executed by the registered owner or
his attorney; and may also be surrendered in exchange for Bonds
of the same aggregate principal amount of other authorized
denominations . Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the
transferee or registered owner, of the same aggregate principal
amount , bearing interest at the same rate and maturing on the
same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such
transfer or exchange .
The City and the Bond Registrar may deem and treat the
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 City 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
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exist , to happen and to be performed precedent to and in the
issuance of this Bond in order to make it a valid and binding
general obligation of the City according to its terms have been
done , do exist , have happened and have been performed as so
required; that prior to the issuance hereof the City has levied
or agreed to levy special assessments on property specially
benefited by the Improvements , collectible in the years and
amounts required to produce sums not less than 5% in excess of
the principal of and interest on the Bonds as such principal
and interest respectively become due, and has appropriated the
same to the Fund in the manner spec if ied in Minnesota Statutes,
Section 429 . 091 , Subdivision 4 ; that, to take care of any
accumulated or anticipated deficiency in the Fund, ad valorem
taxes are required by law to be levied upon all taxable
property in the City without limitation as to rate or amount ;
and that the issuance of this Bond does not cause the
indebtedness of the City to exceed any charter , constitutional
or statutory limitation .
The following abbreviations , when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to the
applicable laws or regulations :
TEN COM -- as tenants UNIF TRANS MIN ACT. . . . .Custodian . . . .
in common (Cust) (Minor )
TEN ENT -- as tenants
by the entireties
under Uniform Transfers
JT TEN -- as joint tenants to Minors
with right of
survivorship and Act . . . . . . . . . . , .
not as tenants in (State)
common
Additional abbreviations may also be used .
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— /— ._.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells ,
assigns and transfers unto
the within Bond and all rights thereunder , and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof , with full power of substitution in the
premises .
Dated :
PLEASE INSERT SOCIAL SECURITY _
OR OTHER IDENTIFYING NUMBER NOTICE : The signature to this
OF ASSIGNEE : assignment must correspond with
the name as it appears upon the
face of the within Bond in every
particular , without alteration
or any change whatsoever .
Signatures) must be guaranteed by a commercial bank
or trust company or by a brokerage f irm having a membership in
one of the major stock exchanges .
2 . 03 . Form of Certificate . A certificate in
substantially the following form shall appear on the reverse
side of each Bond, following a copy of the text of the legal
opinion of Bond Counsel :
We certify that the above is a full , true and correct
copy of the legal opinion rendered by Bond Counsel on the issue
of Bonds of the City of Eden Prairie which includes the within
Bond, dated as of the date of delivery of and payment for the
Bonds .
(Facsimile signature) (Facsimile signature)
City Manager Mayor
Section 3 . Bond Terms , Execution and Delivery .
3 . 01 . Maturities , Interest Rates , Denominations ,
Payment . The City shall forthwith issue and deliver the Bonds ,
which shall be denominated "General Obligation Improvement
Bonds , Series 1988A" and shall be payable primarily from the
1988 Improvement Bond Fund created in Section 4 . 02 hereof . The
Bonds shall be issuable in the denomination of $5 , 000 each or
any integral multiple thereof , shall mature on February 1 in
the years and amounts set forth below, and Bonds maturing in
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such years and amounts shall bear interest from date of issue
until paid at the rates per annum shown opposite such years and
amounts as follows :
Year Amount Rate Year Amount Rate
1990 $1, 000 , 000 1998 $600, 000
1991 950 , 000 1999 550, 000
1992 900 , 000 2000 500, 000
1993 850 , 000 2001 450, 000
1994 800 , 000 2002 400, 000
1995 750 , 000 2003 350, 000
1996 700 , 000 2004 350, 000
1997 650 , 000
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 . Each Bond shall be
dated by the Registrar as of the date of its authentication,
3 . 02 . Dates; Interest Payment Dates . Interest on the
Bonds shall be payable on February 1 and August 1 in each year ,
commencing August 1 , 1989 , to the owner of record thereof as of
the close of biisiness on the fifteenth day of the immediately
preceding month, whether or not such day is a business day .
3 . 03 . Registration, The City shall appoint , and
shall maintain, a bond registrar , transfer agent and paying
agent (the Registrar ) . The effect of registration and the
rights and duties of the City and the Registrar with respect
thereto shall be as follows :
(a) Register . The Registrar shall keep at its
principal 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 instruu--nent 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 like
aggregate principal amount and maturity, as requested by
the transferor . The Registrar may, however , close the
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books for registration of any transfer after the f ifteen.th
day of the month preceding each interest payment date and
until such interest payment date .
(c) Exchange of Bonds . Whenever any Bond is
surrendered by the registered owner for exchange , the
Registrar shall authenticate and deliver one or more new
Bonds , of like aggregate principal amount and maturity, as
requested by the registered owner or the owner ' s attorney
duly authorized in writing.
(d) Cancellation . All Bonds surrendered upon any
transfer or exchange shall be promptly cancelled by the
Registrar_ and thereafter disposed of as directed by the
City.
(e) 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 legally authorized . The Registrar shall incur
no liability for its refusal , in good faith, to make
transfers which it , in its judgment , deems improper or
unauthorized .
(f) Persons Deemed Owners . The City and the
Registrar may treat the person in whose name any Bond is at
any time registered in the bond register as the absolute
owner of such Bond , whether such Bond shall be overdue or
not, for the purpose of receiving payment of , or on account
of , the principal of and interest on such Bond and for all
other purposes , and all such payments so made to any such
registered owner or upon the owner ' s order shall be valid
and effectual to satisfy and discharge the liability of the
City upon such Bond to the extent of the sum or sums so
paid .
(g) Taxes , Fees and Charges . For every transfer or
exchange of Bonds (except 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 lost , stolen or
destroyed, the Registrar shall deliver a new Bond of like
amount , number , maturity date and tenor in exchange and
substitution for and upon cancellation of any such
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mutilated Bond or in lieu of and in substitution for any
such Bond lost , stolen or destroyed, upon the payment of
the reasonable expenses and charges of the Registrar in
connection therewith; and , in the case of a Bond lost,
stolen or destroyed, upon filing with the Registrar of
evidence satisfactory to it that such Bond was lost , stolen
or destroyed , and of the ownership thereof , and upon
furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it ,
in which both the City and the Registrar shall be named as
obligees . All Bonds so surrendered to the Registrar shall
be cancelled by it and evidence of such cancellation shall
be given to the City. If the mutilated, lost , stolen or
destroyed Bond has already matured or been tailed 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 .
3 . 04 . Appointment of Initial Registrar . The City
hereby appoints N'orwest Bank Minneapolis , as the initial
Registrar . The Mayor and the City Manager are authorized to
execute and deliver , or, behalf of the City, 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 City agrees to pay the reasonable and customary charges of
the Registrar for the services performed . The City reserves
the right to remove any Registrar upon 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 . On or
before each principal or interest due date, without further
order of this Council , the City Finance Director/Clerk shall
transmit to the Registrar from the 1988 Improvement Bond Fund
described in Section 4 . 02 hereof, moneys sufficient for the
payment of all principal anu interest then due .
3 . 05 . Redemption_. Bonds maturing in the years 1990
through 1997 shall not be subject to redemption prior to
maturity, but Bonds maturing in the years 1998 through 2004
shall each be subject to redemption and prepayment , at the
option of the City, in whole or in part , and if in part , in
inverse order of maturities and, within any maturity , in $5 , 000
principal amounts selected by the Registrar by lot , on
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February 1 , 1997 and on any interest payment date thereafter at
a price equal to the principal amount thereof to be redeemed
plus interest accrued to the date of redemption . At least
thirty days prior to the date set for redemption of any Bond,
the City Finance Director/Clerk shall cause notice of the call
for redemption to be published in a daily or weekly periodical
published in a Minnesota city of the first class or its
metropolitan area, which circulates throughout the state and
furnishes financial news as a part of its service , and to be
mailed to the Registrar and to the registered owner of each
Bond to be redeemed, 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 . Upon a 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 .
3 . 06 . Preparation and Delivery. The Bonds shall be
prepared under the direction of the City Finance Director./Clerk
and shall be executed on behalf of the City by the signatures
of the Mayor and the City Manager , and shall be sealed with the
official corporate seal of the City; provided that said
signatures and the corporate seal may be printed, engraved , or
lithographed facsimiles thereof . In case any officer whose
signature, or a facsimile of whose signature , shall appear on
the Bonds shall cease to be such officer before the delivery of
any Bond, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes , the same as if such
officer had remained in office until delivery. Notwithstanding
such execution, no Bond shall be valid or obligatory for any
purpose or entitled to any security or benef it under this
resolution unless and until a certificate of authentication on
such Bond has been duly executed by -the manual signature of an
authorized representative of the Registrar . Certificates of
authentication on different Bonds need not be signed by the
same representative . The executed certificate of
authentication on each Bond shall be conclusive evidence that
it has been authenticated and delivered under this resolution.
When the Bonds have been so executed and authenticated, they
shall be delivered by the City Finance Director/Clerk to the
purchaser thereof upon payment of the purchase price in
accordance with the contract of sale heretofore made and
executed , and the purchaser shall not be obligated to see to
the application of the purchase price .
Section 4 . Security Provisions .
4 . 01 . 1988 Improvement Construction Fund . There is
hereby created a special bookkeeping fund to be designated as
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the " 1988 Improvement Construction Fund" (hereinafter referred
to as the Construction Fund) , to be held and administered by
the City Finance Director/Clerk separate and apart from all
other funds of the City . The City appropriates to the
Construction Fund ( a) the proceeds of the sale of the Bonds ,
and (b) all collections of special assessments levied for the
Improvements until completion and payment of all costs of the
Improvements. The Construction Fund shall be used solely to
defray expenses of the Improvements , including but not limited
to the transfer to the Bond Fund, created in Section 4 . 02
hereof , of amounts sufficient for the payment of interest and
principal , if any, due upon the Bonds prior 'to the completion
and payment of all costs of the Improvements and the payment of
the expenses incurred by the City in connection with the
issuance of the Bonds set forth in Section 7 hereof . Upon
completion and payment of all costs of the Improvements , any
balance of the proceeds of Bonds remaining in the Construction
Fund may be used to pay the cost , in whole or in part, of any
other improvements instituted pursuant to the Act , as directed
by the City Council , but any balance of such proceeds not so
used shall be credited and paid to the Bond Fund .
4 . 02 . 1988 Improvement Bond Fund . So long as any of
the Bonds are outstanding and any principal of or interest
thereon unpaid , the City Finance Director/Clerk shall maintain
a separate and special bookkeeping fund designated " 1988
Improvement Bond Fund" (hereinafter referred to as the Bond
Fund) to be used for no purpose other than the payment of the
principal of and interest on the Bonds and on such other
improvement bonds of the City as have been or may be directed
to be paid therefrom and payment of any amount to be paid to
the United States in accordance with Section 6 . 03 hereof . The
City irrevocably appropriates to the Bond Fund ( a) the
collections of special assessments and other funds to be
credited and paid thereto in accordance with the provisions of
Section 4 . 01, ( b) any taxes levied in accordance with this
resolution, and ( c) all such other moneys as shall be received
and appropriated to the Bond Fund from time to time . If the
balance in the Bond Fund is at any time insufficient to pay all
interest and principal then due on all bonds payable therefrom,
the payment shall be made from any fund of the City which is
available for that purpose , subject to reimbursement from the
Bond Fund when the balance therein is sufficient , and the
Council covenants and agrees that it will each year levy a
sufficient amount to take care of any accumulated or
anticipated deficiency, which levy is not subject to any
constitutional or statutory tax limitation .
4 . 03. Additional Bonds . The City reserves the right
to issue additional bonds payable from the Bond Fund as may be
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L required to finance costs of the Improvements not financed
hereby; provided that the City Council shall , prior to the
delivery of such additional bonds , levy or agree to levy by
resolution sufficient additional special assessments and ad
valorem taxes, if any, which, together with other moneys or
revenues pledged for the payment of said additional
obligations , will produce revenues at least five percent ( 5% )
in excess of the amount needed to pay when due the principal
and interest on all bonds payable from the Bond Fund . The
additional special assessments , ad valorem taxes and moneys or
revenues so pledged, levied or agreed to be levied shall be
irrevocably appropriated to the Bond Fund in the manner
provided by Minnesota Statutes , Section 475 . 61 .
4 . 04. Levy of Special Assessments . The City hereby
covenants and agrees that for payment of the cost of each of
the Improvements it will do and perform all acts and things
necessary for the full and valid levy of special assessments
against all assessable lots, tracts and parcels of land
benefited thereby and located within the area proposed to be
assessed therefor , based upon the benefits received by each
such lot, tract or parcel , in an aggregate principal amount not
less than twenty percent ( 20% ) of the cost of such
Improvement . In the event that any such assessment shall be at
any time held invalid with respect to any lot , piece or parcel
of land, due to any error , defect or irregularity in any action
or proceeding taken or to be taken by the City or this Council
or any of the City ' s officers or employees , either in the
making of such assessment or in the performance of any
condition precedent thereto, the City and this Council hereby
covenant and agree that they will forthwith do all such further
arts and take all such further proceedings as may be required
by law to make such assessments a valid and binding lien upon
such property. The Council presently estimates that special
assessments shall be levied in the principal amounts and shall
be payable in installments which shall bear interest at rates
sufficient to produce amounts at least equal to 105% of the
principal of and interest on the Bonds when due, as shown below :
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4 . 05 . Full Faith and Credit Pledged . The full faith
and credit of the City are irrevocably pledged for the prompt
and full payment of the principal of and the interest on the
Bonds , and the Bonds shall be payable from the Bond Fund in
accordance with the provisions and covenants contained in this
resolution . It is estimated that the special assessments
levied and to be levied for the payment of the Improvements
will be collected in amounts not less than five percent ( 5%) in
excess of the annual. principal and interest requirements of the
Bonds . If the money on hand in the Bond Fund should at any
time be insufficient for the payment of principal and interest
then due, this City shall pay the principal and interest out of
any fund of the City, and such other fund or funds shall be
reimbursed therefor when sufficient money is available to the
Bond Fund . If on October 1 in any year the sum of the balance
in the Bond Fund plus the amount of taxes and special
assessments theretofore levied for the Improvements and
collectible through the end of the following calendar year is
not sufficient to pay when due all principal and interest
become due on all Bonds payable therefrom in said following
calendar year , or the Bond Fund has incurred a deficiency in
the manner provided in this Section 4 . 0 b , a direct ,
irrepealable , ad valorem tax shall be levied on all taxable
property within the corporate limits of the City for the
purpose of restoring such accumulated or anticipated deficiency
in accordance with the provisions of this resolution .
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
holders of the Bonds shall cease . The City may discharge its
obligations with respect to any Bonds which are due on any date
by depositing with the paying agent 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 paying agent a sum sufficient for the
payment thereof in full with interest accrued to the date of
such deposit . The City may also at any time discharge its
obligations with respect to any Bonds , subject to the
provisions of law now or hereafter authorizinq and regulating
such action, by depositing irrevocably in escrow, with a bank
qualified by law as an escrow agent for this purpose, cash or
securities which are general obligations of the United States
or securities of United States agencies which are authorized by
law to be so deposited, bearing interest payable at such time
and at such rates and maturing on such dates as shall be
required, without reinvestment, to pay all principal and
interest to become due thereon to maturity.
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Section 6 . Registration, Certification of
Proceedings , Investment of Moneys , Arbitra e and Official
Statement .
6 . 01 . Registration . The City Finance Director/Clerk
is hereby authorized and directed to file a certified copy of
this resolution with the County Auditor of Hennepin County,
together with such other information as he shall require , and
to obtain from the County Auditor a certificate that the Bonds
have been entered on his bond register and that the tax
required for the payment thereof has been levied and filed as
required by law.
6 . 02 . Certification of Proceedings . The officers of
the City and the County Auditor of Hennepin County are hereby
authorized and directed to prepare and furnish to the
Purchaser , and to Dorsey & Whitney, Bond Counsel , certified
copies of all proceedings and records of the City, and such
other affidavits , certificates and information as may be
required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books
and records under their custody and control or as otherwise
known to them, and all such certified copies, certificates and
affidavits , including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein .
6 . 03 . Rebate to the United States_ . The "Rebate
Amount" is an amount equal to the sum of :
( 1 ) the excess of :
( i ) the aggregate amount earned from the date of
issue of the Bonds on all Nonpurpose
Obligations in which Gross Proceeds of the
Bonds are invested (other than amounts
attributable to the excess described in this
clause) over ,
( ii ) the amount that would have been earned if
the yield on such Nonpurpose Obligations had
been equal to the yield (determined on the
basis of the issue price) on the Bonds plus
( 2 ) any income attributable to the excess described
in paragraph ( 1 ) above ( whether or not such
income exceeds the yield on the Bonds) .
For purposes of determining the aggregate amount
earned on a Nonpurpose Obligation, any gain or loss on the
disposition of a Nonpurpose Obligation shall be taken into
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account . In addition, if any Nonpurpose Obligation is retained
after retirement of the Bonds , any unrealized gain or loss as
of the date of retirement of the Bonds must be taken into
account in calculating the aggregate amount earned on a
Nonpurpose Obligation .
For purposes of determining the aggregate amount
earned on a Nonpurpose Obligation in determining the Rebate
.Amount, any amount earned on the sinking fund established in
Section 3 of this resolution ( other than on any excess not
qualifying for the temporary period permitted a "bona fide debt
service fund" ) shall not be taken into account if gross
earnings on such fund for any Bond Year are less than $100 , 000 .
At least once a year beginning on the date of issue of
the Bonds and ending upon retirement of the last Bonds , the
City Finance Director will cause to be made a determination of
the Rebate Amount . The first determination of the Rebate
Amount shall be made on the date which is one year after the
date of issue of the Bonds . The determination of the Rebate
Amount for each succeeding year shall be made on the date which
is one year after the date of the previous determination of the
Rebate Amount . The determination of the Rebate Amount made
each year shall be computed for the period beginning on the
date of issue of the Bonds to the date on which the
determination of the Rebate Amount is made .
Records of the determinations of the Rebate Amount
shall be retained by the City Finance Director until 6 years
after the retirement of the Bonds ,
At least once every five years beginning on the date
of issue of the Bonds , the City Finance Director , acting on
behalf of the City, shall make installment payments in an
amount at least equal to 90 percent of the Rebate Amount . The
first installment payment of the Rebate Amount shall be made no
later than 30 days after the end of the 5 year period beginning
on the date of issue of the Bonds . Each subsequent installment
payment shall be made no later than 5 years after the previous
payment was made . The last installment payment shall be made
no later than 30 days after the day on which the last Bonds are
redeemed or paid and shall be in an amount sufficient to pay
the remaining balance of the Rebate Amount .
Each installment payment of the Rebate Amount shall be :
( i ) filed with the Internal Revenue Service Center ,
Philadelphia, Pennsylvania 19255 ;
( i i) accompanied by a copy of the Form 8038-G, filed
with respect to the Bonds ;
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( i i i ) accompanied by a statement summar i zing the
determination of the Rebate Amount .
Each payment of the Rebate Amount shall be made from
available funds of the City.
To insure full compliance with the above provisions ,
the City agrees not to make a "prohibited payment" . A
"prohibited palmient " is a payment , or an agreement to pay, to a
party other than the United States , an amount that is required
to be paid to the United States by entering into a transaction
that reduces the amount described above .
The City will comply with all Regulations and Rulings
promulgated pursuant to Section 148 of the Code and, if: any
such Regulations or Rulings conflict with the provisions of
this section, the provisions of said Regulations and Rulings
shall be controlling,
6 . 04 . Investment of Money on Deposit in the Bond
Fund . After February 1 , 1997 , the City Finance Director/Clerk
shall ascertain monthly the amount on deposit in the Bond
Fund . If after February 1, 1997 , the amount on deposit therein
ever exceeds by more than $490 , 000 the aggregate amount of
principal and interest due and payable from the Bond Fund
within the next succeeding 12 months , such excess shall be used
to prepay Bonds or be invested at a yield less than or equal to
the yield on the Bonds , based upon their amounts, maturities
and interest rates on their date of issue , computed by the
actuarial method . If any additional bonds are ever issued and
made payable from the Bond Fund, the dollar amount in the
preceding sentence shall be changed to equal five percent ( 5 0 )
of the aggregate original principal amount of the bonds of all
series , including the Bonds , of which any bonds are then
outstanding and payable therefrom . The City reserves the right
to amend the provisions of this Section at any time , whether
prior to or after the delivery of the Bonds, if and to the
extent that this Council determines that the provisions of this
Section are not necessary in order to ensure that the Bonds are
not "arbitrage bonds " within the meaning of Section 148 of the
Code and Regulations .
6 . 05 , Arbitr. awe . The Mayor and City Finance
Director/Clerk , being the officers of the City charged with the
responsibility for issuing the Bonds pursuant to this
resolution, are authorized and directed to execute and deliver
to the Purchaser a certificate in accordance with the
provisions of Section 148 of the Code, and Sections 1 . 103-13,
1 . 103-14 and 1 . 103 . 15 of the Regulations , stating the facts ,
{ estimates and circumstances in existence on the date of issue
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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 said Code and Regulations .
Section 6 . 06 . Interest Disallowance , The City hereby
designates the Bonds as "qualified tax-exempt obligations" for
purpose of Section 265(b) of the Code relating to the
disallowance of interest expenses for financial institutions .
The City represents that in calendar year 1988 it does not
reasonably expect to issue tax-exempt obligations which are not
private activity bonds (not treating qualified 501 ( c) ( 3 ) bonds
under Section 145 of the Code as private activity bonds for
purposes of this representation) in an amount in excess of
$10 , 000 , 000 .
Section 6 . 07 . Official Statement . The Official
Statement relating to the Bonds , dated December 1 , 1988 ,
prepared and distributed on behalf of the City by Springsted
Incorporated, is hereby approved . The officers of the City are
hereby authorized and directed to execute such certificates as
may be appropriate concerning the accuracy, completeness and
sufficiency of the Official Statement .
Mayo r
Attest :
Cii ance Director/Clerk
( SEAL)
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The motion for the adoption of the foregoing
resolution was duly seconded by Member and
upon vote being taken thereon, the following voted in favor
thereof :
and the following voted against the same :
whereupon said resolution was declared duly passed and adopted,
and was signed by the Mayor , which was attested by the City
Finance Director/Clerk .
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COUNTY AUDITOR ' S CERTIFICATE
AS TO BOND REGISTRATION
AND TAX LEVY
I , the undersigned , being the duly qualified and
acting County Auditor of Hennepin County, Minnesota, hereby
certify that there has been filed in my office- a certified copy
of a resolution duly adopted on November 1 , 1988 , by the City
Council of the City of Eden Prairie, Minnesota , setting forth
the form and details of an issue of $9 , 800 , 000 General
Obligation Improvement Bonds , Series 1.988A, dated as of
December 1 , 1988 .
I further certify that the bond issue has been entered
on my bond register as required by Minnesota Statutes , Sections
475 . 61 to 475 . 63 .
WITNESS my hand and official seal this day of
December , 1988 .
County Auditor
(SEAL)
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