HomeMy WebLinkAboutResolution - 2006-83 - Authorizing Issuance of $4,290,000 Capital Improvement Plan Bonds, Series 2006B - 06/20/2006 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2006-83
RESOLUTION AUTHORIZIN ISSUANCE AWARDING SALE,
,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF$4,290,000 GENERAL OBLIGATION CAPITAL
IMPROVEMENT PLAN BONDS, SERIES 2006B
BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the City),
as follows:
SECTION 1. PURPOSE. On July 5, 2005, this City Council held a public hearing on the
question of issuing general obligation capital improvement plan bonds, after notice duly
published in the official newspaper of the City as set forth in Minnesota Statutes, Section
475.521. This City Council hereby approves the issuance of$4,290,000 General Obligation
Capital Improvement Plan Bonds, Series 2006B (the Bonds) of the City to finance, along with
other available City funds, the costs of constructing a new fire station(the Project),pursuant to
Minnesota Statutes, Section 475.521 and Chapter 475. No petition was filed requesting a vote on
the issuance of the general obligation capital improvement plan bonds within thirty(30) days
following the public hearing. The maximum debt service payments on all outstanding capital
improvement plan bonds is less than .16% of the taxable market value of the property within the
City. This City Council hereby finds that the general obligation capital improvement plan bonds
may be issued without an election pursuant to Minnesota Statutes, Section 475.521, subdivision
2.
SECTION 2. SALE. Pursuant to the Official Statement prepared on behalf of the City by
Northland Securities, Inc., sealed proposals for the purchase of the Bonds were received at or
before the time specified for receipt of proposals. The proposals have been opened,publicly
read and considered and the purchase price, interest rates and net interest cost under the terms of
each proposal have been determined. The most favorable proposal received is that of
, in
(the Purchaser), to purchase the Bonds
at a price of$ plus accrued interest on all Bonds to the day of delivery and
payment, on the further terms and conditions hereinafter set forth.
SECTION 3. AWARD. The sale of the Bonds is hereby awarded to the Purchaser and the
Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of
the City 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 City until the Bonds have been
delivered, and shall be deducted from the purchase price paid at settlement.
SECTION 4. BOND TERMS: REGISTRATION• EXECUTION AND DELIVERY.
4.01. 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.
4.02. _Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of July 1, 2006, shall be in the denomination of$5,000 each, or any integral
multiple thereof, of single maturities, shall mature on January 1 in the years and amounts stated
below, and shall bear interest from date of issue until paid or duly called for redemption at the
annual rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2008 $75,000 % 2018 $215,000 %
2009 155,000 2019 225,000
2010 160,000 2020 235,000
2011 160,000 2021 250,000
2012 175,000 2022 250,000
2013 175,000 2023 275,000
2014 190,000 2024 275,000
2015 200,000 2025 275,000
2016 200,000 2026 300,000
2017 200,000 2027 300,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. Interest shall be computed on the basis
of a 360-day year composed of twelve 30-day months. The interest on 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 4.08 hereof,principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
4.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 4.07 and upon any subsequent transfer or exchange pursuant to Section 4.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on January 1 and July 1 in each year, commencing July 1, 2007, each
such date being referred to herein as an Interest Payment Date,to the persons in whose names the
Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of
business on the fifteenth day of the calendar month next preceding such Interest Payment Date,
whether or not such day is a business day.
4.04. Redem tp ion. Bonds maturing in 2016 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order of
maturity dates as the City may select and, within a maturity,by lot as selected by the Registrar
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(or, if applicable, b the bond depository in accordance with its customary procedures) in
PP Y p rY
multiples of$5,000, on January 1, 2015, and on any date thereafter, at a price equal to the
principal amount thereof and accrued interest to the date of redemption. The City Manager shall
cause notice of the call for redemption thereof to be published as required by law, and at least
thirty days prior to the designated redemption date, shall cause notice of call for redemption to be
mailed,by first class mail, to the registered holders of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 4.06 hereof,but no defect in
or failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date,become due and payable at the redemption price therein specified and from and
after such date (unless the City shall default in the payment of the redemption price) such Bonds
or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the owner without charge, representing the remaining
principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on January 1, 20 and 20 (the Term Bonds) shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
4.04 at a redemption price equal to the stated principal amount thereof plus interest accrued
thereon to the redemption date, without premium. The Registrar shall select for redemption, by
lot or other manner deemed fair, on January 1 in each of the following years the following stated
principal amounts of such Bonds:
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on January 1, 20
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on January 1, 20
Notice of redemption shall be given as provided in the preceding paragraph.]
4.05. Appointment of Initial Re isg tray. The City hereby appoints Wells Fargo Bank,
National Association in Minneapolis, Minnesota, as the initial bond registrar, transfer agent and
paying agent(the Registrar). The Mayor and City Manager are authorized to execute and
deliver, on 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
organized under the laws of the United States or one of the states of the United States and
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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 the Registrar,
effective upon not less than thirty days' written notice and upon the appointment and acceptance
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.
4.06. Registration. 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
register(the 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. The term Holder or Bondholder as used herein
shall mean the person(whether a natural person, corporation, association,partnership,
trust, governmental unit, or other legal entity) in whose name a Bond is registered in the
Bond Register.
(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 for payment, transfer or exchange shall
be promptly canceled by the Registrar and thereafter disposed of. The Registrar shall
furnish the City at least once each year a certificate setting forth the principal amounts
and numbers of Bonds canceled and destroyed.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
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(f) Persons Deemed Owners. The City and the Registrar ay 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 exch ge of Bonds (except
for an exchange upon a partial redemption of a Bond), the Regist ar 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 y Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall delivc r a new Bond of like
amount,number, maturity date and tenor in exchange and substitl ition for and upon
cancellation of any such mutilated Bond or in lieu of and in subst tution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable exp nses 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 sat sfactory to it, in which
both the City and the Registrar shall be named as obligees. All B nds so surrendered to
the Registrar shall be canceled by it and evidence of such cancell ttion shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has alre dy matured or been
called for redemption in accordance with its terms it shall not be iecessary to issue a new
Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby design ted authenticating
agent for the Bonds,within the meaning of Minnesota Statutes, S ction 475.55,
Subdivision 1, as amended.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
4.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the Cit by the signatures of the
Mayor and the City Manager, provided that the signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose sign a ure 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 suf icient 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 sec ty 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. Ccrtificates of
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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 City 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.
4.08. 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 City
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 City 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 owners of
Bonds under this resolution, registering the transfer of Bonds, and for all other purposes
whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City 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 City's
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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 City 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 City 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 City 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 City 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 City
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 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.
4.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND, SERIES 2006B
R- $
Interest Rate Maturity Date Date of Original Issue CUSIP No.
% January 1, 20_ July 1, 2006
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF EDEN PRAIRIE, MINNESOTA(the City), acknowledges itself to be
indebted and hereby promises to pay to the registered owner named above, or registered assigns,
the principal amount specified above on the maturity date specified above, with interest thereon
from the date hereof at the annual rate specified above,payable on January 1 and July 1 in each
year, commencing July 1, 2007, to the person in whose name this Bond is registered at the close
of business on the fifteenth day(whether or not a business day) of the immediately preceding
month, all subject to the provisions referred to herein with respect to the redemption of the
principal of this Bond before maturity. 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 at the principal office of the agent of the Registrar described below, the
principal hereof are payable in lawful money of the United States of America by check or draft
drawn on Wells Fargo Bank,National Association, Minneapolis,Minnesota, as bond registrar,
transfer agent and paying agent, or its successor designated under the Resolution described
herein (the Registrar), or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due,the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue(the Bonds) in the aggregate principal amount of
$4,290,000, issued pursuant to a resolution adopted by the City Council on June 20, 2006 (the
Resolution) to finance, along with other available City funds, the costs of constructing a new fire
station, and is issued pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota thereunto enabling, including Minnesota Statutes, Section 475.521 and
Chapter 475. The Bonds are issuable only in fully registered form, in denominations of$5,000
or any integral multiple thereof, of single maturities.
Bonds maturing in 2016 and later years are each subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity,by lot as selected by the Registrar(or, if applicable, by the bond
depository in accordance with its customary procedures) in multiples of$5,000 on January 1,
2015, and on any date thereafter, at a price equal to the principal amount thereof plus interest
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accrued to the date of redemption. The City will cause notice of the call for redemption to be
published as required by law and, at least thirty days prior to the designated redemption date,will
cause notice of the call thereof to be mailed by first class mail to the registered owner of any
Bond to be redeemed at the owner's address as it appears on the bond register maintained by the
Registrar,but no defect in or failure to give such mailed notice of redemption shall affect the
validity of proceedings for the redemption of any Bond not affected by such defect or failure.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so
to be redeemed shall, on the redemption date,become due and payable at the redemption price
therein specified, and from and after such date (unless the City shall default in the payment of the
redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the year 20 and 20 shall be subject to mandatory
redemption, at a redemption price equal to their principal amount plus interest accrued thereon to
the redemption date, without premium, on January 1 in each of the years shown below, in an
amount equal to the following principal amounts:
Term Bonds Maturingin n 20__ Term Bonds Maturingin 20--
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
Notice of redemption shall be given as provided in the preceding paragraph.]
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 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 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 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 Registrar shall be
affected by any notice to the contrary.
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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 City.
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 City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required; that,prior to the
issuance hereof, the City has levied ad valorem taxes on all taxable property in the City,which
taxes will be collectible for the years and in amounts sufficient to produce sums not less than five
percent in excess of the principal of and interest on the Bonds when due, and has appropriated
the taxes to its General Obligation Capital Improvement Plan Bonds, Series 2006B Bond Fund
for the payment of principal and interest; that if necessary for payment of principal and interest,
additional ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount; and that the issuance of this Bond, together with all other
indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
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 City of Eden Prairie, State of Minnesota,by its City
Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the
Mayor and City Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(facsimile signature - City
ger) (facsimile signature -Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Date of Authentication: WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Registrar
By
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Authorized Representative
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)
TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act ..............
(State)
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
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 bond form]
SECTION 5. GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS SERIES
2006B CONSTRUCTION FUND. There is hereby established on the official books and records
of the City a General Obligation Capital Improvement Plan Bonds, Series 2006B Construction
Fund(the Construction Fund). The City Finance Director shall continue to maintain the
Construction Fund until payment of all costs and expenses incurred in connection with the
construction of the Project have been paid. To the Construction Fund there shall be credited
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$ from the proceeds of the Bonds, an amount which,with other available funds of
the City, will be equal to the estimated cost of the Project and from the Construction Fund there
shall be paid all construction costs and expenses incurred by the City in construction of the
Project. There shall also be credited to the Construction Fund all taxes collected with respect to
the Project until all costs of the Project have been fully paid. After payment of all costs incurred
with respect to the Project, the Construction Fund shall be discontinued and any proceeds of the
Bonds remaining therein shall be credited to the Bond Fund described in Section 6 hereof.
SECTION 6. GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS,
SERIES 2006B BOND FUND. So long as any of the Bonds are outstanding and any principal of
or interest thereon unpaid, the City Recorder shall maintain a separate debt service fund on the
official books and records of the City to be known as the General Obligation Capital
Improvement Plan Bonds, Series 2006B Bond Fund(the Bond Fund), and the principal of and
interest on the Bonds shall be payable from the Bond Fund. The City irrevocably appropriates to
the Bond Fund (a) any funds received from the Purchaser upon delivery of the Bonds in excess
of the amount required by Section 5 to be credited to the Construction Fund and amounts for
payment of the costs of issuance of the Bonds described in Section 9.04; (b) the amounts
specified in Section 5 above, after payment of all costs of the Project; (c) all taxes levied and
collected in accordance with this resolution; and(d) all other moneys as shall be appropriated by
the City Council to the Bond Fund from time to time.
SECTION 7. 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 City shall be and are hereby irrevocably pledged. In
order to produce aggregate amounts which 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 City. The taxes will be levied and
collected in the following years and amounts:
Levy Years Collection Years Amount
2006-2025 2007-2026 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,provided
that the City reserves the right and power to reduce tax levies from other legally available funds,
in accordance with the provisions of Minnesota Statutes, Section 475.61.
SECTION 8. 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 City 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 City may also discharge
its obligations with respect to any prepayable Bonds called for redemption on any date when
they are prepayable according to their terms, by depositing with the Registrar on or before that
date an amount equal to the principal, interest and redemption premium, if any,which are then
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due, provided that notice of such redemption has been duly given as provided herein. The City
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. Provided,however, that if such deposit is made more than ninety days before
the maturity date or specified redemption date of the Bonds to be discharged, the City shall have
received a written opinion of Bond Counsel to the effect that such deposit does not adversely
affect the exemption of interest on any Bonds from federal income taxation and a written report
of an accountant or investment banking firm verifying that the deposit is sufficient to pay when
due all of the principal and interest on the Bonds to be discharged on and before their maturity
dates or earlier designated redemption date.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Filing with County Auditor. The City Manager is hereby authorized and directed
to file with the County Auditor of Hennepin County, a certified copy of this resolution together
with such other information as the County Auditor shall require and to obtain from the County
Auditor a certificate that the Bonds have been entered upon the bond register and that the tax for
the payment of the Bonds has been levied as required by law.
9.02. Certification of Proceedings. The officers of the City 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 of the City relating to the
Bonds and to the financial condition and affairs 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 they appear from the books and records under the officer's custody and control or as
otherwise known to the them. All such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City to the correctness of all
statements contained herein.
9.03. Official Statement. The Official Statement relating to the Bonds, dated
, 2006, relating to the Bonds prepared and distributed by Northland
Securities, Inc. is hereby approved. Northland Securities, Inc., is hereby authorized on behalf of
the City 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 Securities and
Exchange Commission(the SEC)under the Securities Exchange Act of 1934. 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.
9.04. Payment of Issuance Costs. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to Northland Trust
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Services, Inc. on the closing date for further distribution as directed by the City's financial
advisor.
SECTION 10. TAX COVENANTS; ARBITRAGE MATTERS; REIMBURSEMENT AND
CONTINUING DISCLOSURE.
10.01. General Tax Covenant. The City covenants and agrees with the registered owners
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. In particular, the City covenants and agrees that
all proceeds of the Bonds deposited in the Construction Fund will be expended solely for the
payment of the costs of the Project . All improvements so financed will be owned and
maintained by the City as part of the public infrastructure of the City and available for use by
members of the general public on a substantially equal basis. The City shall not enter into any
lease, management, use or other agreement or contract with any non-governmental person
relating to the use of the Project or security for the payment of the Bonds which might cause the
Bonds to be considered"private activity bonds"or"private loan bonds"pursuant to Section 141
of the Code.
10.02. Arbitrage Certification. The Mayor and Clerk being the officers of the City
charged with the responsibility for issuing the Certificates 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 Section 1.148-2(b) of the Regulations, stating the
facts, estimates and circumstances in existence on the date of issue and delivery of the
Certificates which make it reasonable to expect that the proceeds of the Certificates will not be
used in a manner that would cause the Certificates to be arbitrage bonds within the meaning of
the Code and Regulations.
10.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the
Bonds qualify for an exception from the rebate requirement pursuant to one of the spending
exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds
(other than amounts constituting a"bona fide debt service fund") arise during or after the
expenditure of the original proceeds thereof.
10.04. Not Qualified Tax-Exempt Obligations. The Council does not designate 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.
10.05. Reimbursement. The City certifies that the proceeds of the Bonds will not be used
by the City to reimburse itself for any expenditure with respect to the Project which the City paid
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or will have paid more than 60 days prior to the issuance of the Bonds unless, with respect to
such prior expenditures, the City shall have made a declaration of official intent which complies
with the provisions of Section 1.150-2 of the Regulations;provided that this certification shall
not apply(i) with respect to certain de minimis expenditures, if any, with respect to the Project
meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or(ii)with respect to
"preliminary expenditures" for the Project as defined in Section 1.150-2(f)(2) of the Regulations,
including engineering or architectural expenses and similar preparatory expenses,which in the
aggregate do not exceed 20% of the"issue price" of the Bonds.
10.06. 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 Purchaser and other participating underwriters in the primary offering of the Bonds to
comply with amendments to Rule 15c2-12 promulgated by 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 City 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 City 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. The City has complied in all
material respects with any undertaking previously entered into by it under the Rule. If the City
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(b) is treated as the
owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection (c)hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times:
(1) on or before 365 days after the end of each fiscal year of the City, commencing with
the fiscal year ending December 31, 2006, the following financial information and
operating data in respect of the City(the Disclosure Information):
(A) the audited financial statements of the City for such fiscal year, containing
balance sheets as of the end of such fiscal year and a statement of operations,
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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 City,
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
City, 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
City; and
(B) to the extent not included in the financial statements referred to in paragraph(A)
hereof, an update of the operating and financial data of the type of information
contained in the Official Statement under the captions ECONOMIC AND
FINANCIAL INFORMATION; SUMMARY OF DEBT AND DEBT
STATISTICS; GENERAL INFORMATION- "Major Employers" and
"Building Permits."
Notwithstanding the foregoing paragraph, if the audited financial statements are not available by
the date specified, the City 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 City 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(c) 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 City shall clearly identify in the Disclosure
Information each document so incorporated by reference. If any part of the Disclosure
Information can no longer be generated because the operations of the City have materially
changed or been discontinued, such Disclosure Information need no longer be provided if the
City includes in the Disclosure Information a statement to such effect; provided, however, if such
operations have been replaced by other City operations in respect of which data is not included in
the Disclosure Information and the City determines that certain specified data regarding such
replacement operations would be a Material Fact(as defined in paragraph (2)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) or subsection(d), then the City 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):
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(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 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 City 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 City under subsection(d)(2);
(C) the termination of the obligations of the City 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 are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City 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 paragraph(1) 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;
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(2) the information described in paragraphs (2) and(3) of subsection(b), to the
Municipal Securities Rulemaking Board and to the State Depository, if any; and
(3) the information described in subsection(b),to any rating agency then maintaining a
rating of the Bonds at the request of the City 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 City in this section shall remain in effect so long as any Bonds
are Outstanding. Notwithstanding the preceding sentence,however,the obligations
of the City under this section shall terminate and be without further effect as of any
date on which the City delivers to the Registrar an opinion of Bond Counsel to the
effect that because of legislative action or final judicial or administrative actions or
g
proceedings, the failure of the City 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 successory thereto or amendatory
thereof.
(2) This section (and the form and requirements of the Disclosure Information)may be
amended or supplemented by the City 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 City
accompanied by an opinion of Bond Counsel,who may rely on certificates of the
City 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 City or the type of operations conducted by the
City, 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 City 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.
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(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.
ADOPTED by the City Council of the City of Eden Prairie this 20th day of June, 2006.
jj�
anc a- e yor
ATTEST:
hleen Porta, City Clerk
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