HomeMy WebLinkAboutResolution - 2011-31 - Series 2011A Water & Sewer Revenue Bonds - 03/15/2011 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2011-31
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE
PAYMENT OF $1,260,000 TAXABLE GENERAL OBLIGATION WATER
AND SEWER REVENUE BONDS,SERIES 2011A
BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the
"City"), as follows:
SECTION 1. AUTHORIZATION AND SALE.
I.01. Authorization. This City Council,by resolution duly adopted on February 15,
2011, authorized the issuance and sale of its Taxable General Obligation Water and Sewer
Revenue Bonds, Series 2011 A(the"Bonds"), in the principal amount of$1,260,000, pursuant to
Minnesota Statutes, Sections 444.075 and 115.46 and Chapter 475, to finance infrastructure
projects in the City(the"Projects")including improvements to the City's municipal water and
sewer utility systems (collectively, the "Systems").
1.02. Sale. The City has retained Northland Securities, Inc. as independent financial
advisor in connection with the sale of the Bonds. Pursuant to Minnesota Statutes, Section
475.60, Subdivision 2, paragraph (9), the requirements as to public sale do not apply to the
issuance of the Bonds. Pursuant to the Notice of Sale and the Official Statement prepared on
behalf of the City by Northland Securities, Inc., sealed or electronic 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 S plus accrued interest on all Bonds
to the date of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed on behalf of the City to execute a contract
for the sale of the Bonds with the Purchaser in accordance with the Notice of Sale. 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 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts,conditions and things which are required by the
Constitution and Iaws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the City Council to
establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds
forthwith.
2.02. Maturities: Interest Rates, Denominations and Payment. The Bonds shall be
originally dated as of the date of issuance thereof, shall be in the denomination of$5,000 each,or
any integral multiple thereof, of single maturities, shall mature on December I 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
2011 $125,000 % 2016 $125,000 %
2012 115,000 2017 130,000
2013 115,000 2018 130,000
2014 120,000 2019 135,000
2015 120,000 2020 145,000
[REVISE MATURITY SCHEDULE FOR ANY TERM BONDS]
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond at the principal office of the Registrar described herein, the principal
amount thereof shall be payable by check or draft issued by the Registrar described herein,
provided that so long as the Bonds are registered in the name of a securities depository, or a
nominee thereof, in accordance with Section 2.08 hereof, principal and interest shall be payable
in accordance with the operational arrangements of the securities depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on .Tune I and December 1 in each year, commencing December 1,
2011, 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 immediately preceding
the Interest Payment Date, whether or not such day is a business day. Interest shall be computed
on the basis of a 360-day year composed of twelve 30-day months.
2.04. Redem tp ion. (a) No Optional Redemption. The Bonds shall not be subject to
optional redemption prior to their stated maturity dates.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
(b) Mandatory Redemption of Term Bonds.
[Bonds maturing on December 1, 20�and 20_(the"Term Bonds") shalI be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued
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thereon to the redemption date, without premium. The Registrar shall select for redemption,by
lot or other manner deemed fair, on December 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 December 1, 20—.
Year Principal Amount
The remaining$ stated principal amount of such Bonds shall be paid at
maturity on December 1, 20—.
The City Manager shall cause notice of the call for redemption thereof to be published if and as
required by law, and at least thirty(30) and not more than sixty(60) days prior to the designated
redemption date, shall cause notice of call for redemption to be mailed,by first class mail, to the
Registrar and registered holders of any Bonds to be redeemed at their addresses as they appear
on the Bond Register described in Section 2.06 hereof, provided that notice shall be given to any
securities depository in accordance with its operational arrangements. No defect in or failure to
give such 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.]
2.05. Appointment of Initial Registrar. 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, an 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
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
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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.
2,06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Re igister. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees,one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the 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 valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The 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 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.
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(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon tiling with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shalt be canceled by it and evidence of such cancellation shall be given to
the City_ If the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it shall not be necessary to issue a new
Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1, as amended.
U) 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.
2.07. Execution Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City 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 signature or a facsimile of
whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such 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 the date of delivery of such Bond.
Notwithstanding such execution,no Bond shall be valid or obligatory for any purpose or entitled
to any security or benefit under this Resolution unless and until a certificate of authentication on
the Bond, substantially in the form provided in Section 2.09, has been 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 any Bond shall be conclusive evidence that it has been duly 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 theretofore executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
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2.08. Securities Depository_. (a) For purposes of this section the following terms shall
have the following meanings:
"Beneficial Owner" shall mean,whenever used with respect to a Bond, the person in
whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the
records of such Participant, or such person's subrogee.
"Cede &Co."shall mean Cede& Co.,the nominee of DTC, and any successor nominee
of DTC with respect to the Bonds.
"DTC"shall mean The Depository Trust Company of New York, New York.
"Participant"shall mean any broker-dealer, bank or other financial institution for which
DTC holds bonds as securities depository.
"Representation Letter"shall mean the Representation Letter pursuant to which the 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. S❑ 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
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.
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(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, if not previously
filed with 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.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
[Rernainder of page intentionally Ieft bIank.]
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDEN PRAIRIE
TAXABLE GENERAL OBLIGATION WATER AND SEWER REVENUE BOND,
SERIES 2011A
No. R- S
Interest Rate Maturity Date Date of Original issue CUSIP No.
% December 1, 20_ April 1, 2011
REGISTERED OWNER: CEDE& CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF EDEN PRAIRIE, Minnesota(the "City") acknowledges itself to be
indebted and for value received hereby promises to pay to the registered owner specified above,
or registered assigns, the principal amount specified above on the maturity date specified above
and promises to pay interest thereon from the date of original issue specified above or from the
most recent Interest Payment Date(as hereinafter defined) to which interest has been paid or
duly provided for, at the annual interest rate specified above, payable on June 1 and December 1
in each year, commencing December 1, 2011 (each such date, an"Interest Payment Date"), all
subject to the provisions referred to herein with respect to the redemption of the principal of this
Bond before maturity. The interest so payable on any Interest Payment Date shall be paid 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 calendar month immediately preceding the Interest
Payment Date. 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
other agreed-upon means of payment by the Registrar or its designated successor.
This Bond is one of an issue (the"Bonds") in the aggregate principal amount of
$1,260,000 issued pursuant to a resolution adopted by the City Council on March 15, 2011 (the
"Resolution"),to finance certain improvements to the City's water and sewer utilities(the
"Sys(ems"), and is issued by authority of and in strict accordance with the provisions of the
Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota
Statutes, Sections 444.075 and 115.46 and Chapter 475. For the full and prompt payment of the
principal of and interest on the Bonds as the same become due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably pledged. The Bonds are issuable
only in fully registered form, in the denomination of$5,000 or any integral multiple thereof, of
single maturities.
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The Bonds shall not be subject to optional redemption prior to their stated maturity dates.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the years 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 December 1 in each of the years shown below, in an
amount equal to the following:principal amounts:
Term Bonds Maturing in 20-- Tenn Bonds Maturing in 20--
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
S $
The City shall cause notice of the call for redemption thereof to be published if and to the extent
required by law,and at Ieast thirty(30) and not more than sixty(60)days prior to the designated
redemption date, shall cause notice of call for redemption to be mailed, by first class mail(or, if
applicable, provided in accordance with the operational arrangements of the securities
depository), to the registered holders of any Bonds, at the holders' addresses as they appear on
the Bond register maintained by the Bond Registrar, but no defect in or failure to give such
mailed notice of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure, Official notice of redemption having been given as
aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified and from and after such date
(unless the 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.]
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 designated 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 any 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
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receiving payment as herein provided and for all other purposes, and neither the City nor the
Registrar shall be affected by any notice to the contrary.
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 Council has by the Resolution covenanted and agreed to collect and
apply to payment of the Bonds certain net revenues of the Systems, which revenues are estimated
to be collectible in years and amounts sufficient to produce sums not less than five percent in
excess of the principal of and interest on the Bonds as such principal and interest respectively
become due, and has appropriated such revenues to its Taxable General Obligation Water and
Sewer Revenue Bonds, Series 2011 A Bond Fund for the payment of such principal and interest;
that if necessary for the payment of such principal and interest, ad valorem taxes are required to
be levied upon all taxable property in the City, without limitation as to rate or amount; that all
proceedings relative to the improvements financed by this Bond have been or will be taken
according to law 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, charter 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 has caused this Bond to be executed on its behalf by
the facsimile signatures of its Mayor and City Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(facsimile signature-- City Manager) (facsimile signature--Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
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Date of Authentication:
WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Registrar
By
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 .....................
(Gust) (Minor)
TEN ENT-as tenants by the entireties under Uniform Transfers to Minors Act ..............
(State)
]T 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
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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 3. USE OF PROCEEDS. The City hereby establishes the Taxable General
Obligation Water and Sewer Revenue Bonds, Series 2011A Construction Fund (the
"Construction Fund") as a separate bookkeeping account on its books and records. The proceeds
of the Bonds received by the City, exclusive of unused discount, pre-issuance accrued interest
and capitalized interest, if any, shall be deposited in the Construction Fund and used to pay costs
of the Projects or such other improvements as proceeds of the Bonds are authorized to be applied
to under Minnesota Statutes, Chapters 444 and 475. The moneys in the Construction Fund will
be disbursed by the City, in accordance with this Resolution and the City's normal procedures, to
pay(or reimburse the City for) the costs of the Projects, including the issuance costs of the
Bonds. At such time as the Projects or such other improvements as proceeds of the Bonds are
authorized to be applied to under Minnesota Statutes, Chapters 444 and 475 are completed the
City shall transfer any remaining balance in the Construction Fund to the Bond Fund described
in Section 4 hereof,
SECTION 4. TAXABLE GENERAL OBLIGATION WATER AND SEWER REVENUE
BONDS, SERIES 2011A BOND FUND. So long as any of the Bonds are outstanding and any
principal or interest thereon unpaid,the City Manager shall maintain on the official books and
records of the City a separate fund designated the Taxable General Obligation Water and Sewer
Revenue Bonds, Series 2011 A Bond Fund (the"Bond Fund"). Into the Bond Fund shall be paid
(a)the amounts specified in Section 3 above, (b) any amount in excess of the amounts credited to
the Construction Fund as provided in Section 3 hereof received from the Purchaser upon delivery
of the Bonds, (c) the net revenues described in Section 5 hereof, (d)any taxes collected pursuant
to Section b hereof, and (e)any other funds appropriated by the City Council for the payment of
the Bonds. The principal of and interest on the Bonds shall be payable from the Bond Fund, and
the money on hand in the Bond Fund from time to time shall be used only to pay the principal of
and interest on the Bonds. If the balance on hand in the Bond Fund is at any time insufficient to
pay principal and interest then due on the Bonds, such amounts shall be paid from other money
on hand in other funds of the City, which other funds shall be reimbursed therefor when
sufficient money becomes available in the Bond Fund. The City Council also covenants and
agrees that it will each year levy a sufficient amount of ad valorem taxes to pay any accumulated
or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation.
There are hereby established two accounts in the Bond Fund, designated as the"Debt
Service Account"and the"Surplus Account." There shall initially be deposited into the Debt
Service Account upon the issuance of the Bonds the amount set forth in(b) above. Thereafter,
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during each Bond Year(i.e., each twelve month period commencing on December 2 and ending
on the following December 1), as monies are received into the Bond Fund, the City Manager
shall first deposit such monies into the Debt Service Account until an amount has been
appropriated thereto sufficient to pay all principal and interest due on the Bonds through the end
of the Bond Year. All subsequent monies received in the Bond Fund during the Bond Year shall
be appropriated to the Surplus Account. If at any time the amount on hand in the Debt Service
Account is insufficient for the payment of principal and interest then due,the City Manager shall
transfer to the Debt Service Account amounts on hand in the Surplus Account to the extent
necessary to cure such deficiency, Investment earnings (and losses)on amounts from time to
time held in the Debt Service Account and Surplus Account shall be credited or charged to said
accounts.
SECTION 5. PLEDGE OF NET REVENUES. It is hereby found, determined and declared that
the City owns and operates each System as a revenue-producing utility and convenience; and that
the net operating revenues of each System, after deducting from the gross receipts derived from
charges for the service,use and availability of such System the normal, current and reasonable
expenses of operation and maintenance thereof, will be sufficient,together with any other
pledged funds, for the payment when due of the principal of and interest on the Bonds herein
authorized, and on any other bonds to which such revenues are pledged.
Pursuant to Minnesota Statutes, Section 444.075, the City hereby covenants and agrees
with the registered owners from time to time of the Bonds,that until the Bonds and the interest
thereon are discharged as provided in Section 7 or paid in full,the City will impose and collect
reasonable charges in accordance with said Section 444.075 for the service, use and availability
of the Systems according to schedules sufficient to produce net revenues sufficient,with other
funds pledged to payment of the Bonds, to pay the Bonds and any other bonds to which said net
revenues have been pledged; and the net revenues, to the extent necessary, are hereby
irrevocably pledged and appropriated to the payment of the Bonds herein authorized and interest
thereon when due. Nothing herein shall preclude the City from hereafter making further pledges
and appropriations of the net revenues of the Systems for payment of additional obligations of
the City hereafter authorized if the City Council determines before the authorization of such
additional obligations that the estimated net revenues of the Systems will be sufficient, together
with any other sources pledged to the payment of the outstanding and additional obligations, for
payment of the outstanding bonds and such additional obligations. Such further pledges and
appropriations of net revenues may be made superior or subordinate to or on a parity with, the
pledge and appropriation herein made.
SECTION G. 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.
However, it is presently estimated that the net revenues of the Systems, together with other funds
to be appropriated by the City to the Bond Fund,will produce amounts not less than five percent
in excess of the amounts needed to meet when due the principal and interest payments on the
Bonds and therefore no ad valorem taxes are required to be levied at this time.
SECTION 7. 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
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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 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 the Registrar or with a bank or trust company qualified by law to act as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited for such purpose,
bearing interest payable at such times 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. 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 must 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, if the interest on the Bonds were intended to be tax-
exempt, 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.
SECTION 8. 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 benef t 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. 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 intennediaries), or(ii) is treated as the
owner of the Bond for federal income tax purposes.
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(b) Information To Be Disclosed. The City will provide, in the manner set forth below,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 31,2010, 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,
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, the information for such fiscal year or for the period most recently
available of the type contained in the Official Statement under headings: City
Property Values; City Indebtedness; and City Tax Rates, Levies and
Collections.
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 filed with
the SEC or have been made available to the public on the Internet Web site of the Municipal
Securities Rulemaking Board ("MSRB"). 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 described 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
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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 not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events:
(A) Principal and interest payment delinquencies;
(B) Nan-payment related defaults, if material;
(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, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the
Bonds;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(]) Release, substitution, or sale of property securing repayment of the securities, if'
material;
(IC) Rating changes;
(L) Bankruptcy, insolvency, receivership or a similar event of the obligated person;
(M) The consummation of a merger, consolidation, or acquisition involving the
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
As used herein, for those events that must be reported if material, an event is "material"if it is an
event 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, an event is also "material"if it is 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.
For the purposes of the event identified in(L)hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
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obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(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 requii-ed 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.
(1) The City agrees to make available to the MSRB, in an electronic format as
prescribed by the MSRB from time to time, the information described in subsection
(b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(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
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
thereo f.
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(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.
(3) This section is entered into to comply with the continuing disclosure provisions of
the Rule and should be construed so as to satisfy the requirements of paragraph
(b)(5)of the Rule.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration of Bonds. The City Manager is hereby authorized and directed to file
a certified copy of this Resolution with the County Auditor, together with such additional
information as the County Auditor may require, and to obtain from the County Auditor a
certificate that the Bonds and the taxes levied pursuant hereto have been duly entered upon the
County Auditor's bond register.
9.02. Authentication of Transcript. 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 Iegality and marketability of
the Bonds as the same appear from the books and records in their custody and control or as
otherwise known to them, and al such certified copies,certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the correctness of all
statements contained therein.
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9.03. Official Statement. The Official Statement relating to the Bonds, dated
February 24, 2411,prepared and distributed by Northland Securities, Inc., the financial advisor
for the City, is hereby approved. Northland Securities, Inc. is hereby authorized on behalf of the
City to prepare and deliver to the Purchaser within seven business days from the date hereof, a
supplement to the Official Statement listing the offering price, the interest rates, selling
compensation, delivery date, the underwriters and such other information relating to the Bonds
required to be included in the Official Statement by Rule 15c2-12 adopted by the SEC under the
Securities Exchange Act of 1934. The officers of the City are hereby authorized and directed to
execute such certificates as may be appropriate concerning the accuracy, completeness and
sufficiency of the Official Statement,
ADOPTED by the City Council of the City of Eden Prairie this 15`h day of March, 2011.
$an2 a-Vke s, or
(Seal)
ATTEST:
K hleen Porta, City Clerk
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