HomeMy WebLinkAboutResolution - 2016-124 - GO Bonds for Water Tower Recoating & West 70th Street Improvements - 12/06/2016 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2016-124
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $4,090,000
GENERAL OBLIGATION BONDS, SERIES 2016A
BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the
"City"), as follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. This City Council hereby authorizes the issuance and sale
of its General Obligation Bonds, Series 2016A (the "Bonds"), pursuant to Minnesota Statutes,
Section 444.075 and Chapters 429 and 475, for the purpose of(a) financing various street
improvement projects in the City (the "Improvements Project"), (b) financing various
improvements to the City's water utility (the "Utility") including the construction of a new water
tower (the "Utility Project;" together with the Improvements Project, the "Project") and (c)
effecting a current refunding of the 2017 through 2023 maturities, aggregating $990,000 in
principal amount, of the City's General Obligation Permanent Improvement Revolving Fund
Bonds, Series 2008B, dated, as originally issued, as of October 1, 2008 (the "Refunded Bonds").
The Refunded Bonds shall be called for redemption and prepayment on January 10, 2017 (the
"Redemption Date"). The refunding of the Refunded Bonds is being carried out for the purpose
described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in
compliance with Minnesota Statutes, Chapter 475. The principal amount of the Bonds
($1,585,000) attributable to the Improvements Project shall be designated as the "Improvement
Bonds," as further described herein, the principal amount of the Bonds ($1,580,000) attributable
to the Utility Project shall be designated as the Utility Bonds, and the principal amount of the
Bonds ($775,000) attributable to the Refunded Bonds shall be designated as the Refunding
Bonds, as further described herein.
1.02. Sale of Bonds. The City has retained Ehlers & Associates, Inc., an independent
municipal advisor, to assist the City in connection with the sale of the Bonds. The Bonds are
being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2,paragraph(9), without
meeting the requirements for public sale under Minnesota Statutes, Section 475.60,
Subdivision 1. Pursuant to the Terms of Proposal for the Bonds, proposals for the purchase of
the Bonds were received at or before the time specified for receipt of proposals. The proposals
have been opened and publicly read and considered, and the purchase price, interest rates and
true interest cost under the terms of each bid have been determined. The most favorable
proposal received is that of FTN Financial Capital Markets, of Memphis, Tennessee (the
"Purchaser"), to purchase the Bonds at a price of$4,048,122.84, the Bonds to bear interest at the
rates set forth in Section 2.01. The proposal is hereby accepted, and the Mayor and the City
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Manager are hereby authorized and directed to execute a contract on the part of the City for the
sale of the Bonds with the Purchaser. The good faith checks of the unsuccessful bidders shall be
returned forthwith.
1.04. Performance of Requirements. The City is authorized by Minnesota Statutes,
Section 444.075, to issue and sell the Utility Bonds to pay the costs of the Utility Improvements,
and to pledge to the payment of the Utility Bonds net revenues to be derived from charges for the
service, use and availability of the Utility. The City presently has certain outstanding obligations
which constitute a lien on the net revenues of the Utility. Such obligations permit further
pledges and appropriations of net revenues of the Utility to be made superior or subordinate to or
on a parity with the pledge and appropriation of net revenues of the Utility to pay such
obligations. The City Council hereby determines that the estimated net revenues of the Utility
will be sufficient, together with any other sources pledged to or projected to be used, for the
payment of the principal of and interest on the Utility Bonds and such outstanding obligations
which constitute a lien on the net revenues of the Utility. 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 Utility Bonds having
been done, existing, having happened and having been performed, it is now necessary for this
Council to establish the form and terms of the Utility Bonds, to provide security therefor and to
issue the Utility Bonds forthwith.
1.05. Maturities. This Council finds and determines that the maturities of the
Improvement Bonds, as set forth in Section 3.01 hereof, are warranted by the anticipated
collection of the assessments to be levied for the cost of the Improvements and refunding the
Refunded Bonds.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds shall be
designated General Obligation Bonds, Series 2016A, shall be originally dated as of
December 29, 2016, shall be in the denomination of$5,000 each, or any integral multiple
thereof, shall mature on February 1 in the respective years and amounts stated below, and shall
bear interest, computed on the basis of a 360-day year consisting of twelve 30-day months, from
December 29, 2016 until paid or duly called for redemption at the respective annual rates set
forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2018 $345,000 3.00% 2024 $390,000 3.00%
2019 360,000 3.00 2025 275,000 3.00
2020 365,000 3.00 2026 280,000 2.30
2021 370,000 3.00 2027 285,000 2.35
2022 375,000 3.00 2030 305,000 2.55
2023 390,000 3.00 2032 200,000 2.70
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The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be payable by check or draft issued
by the Registrar for the Bonds appointed herein.
The portion of the Bonds maturing in the following years and amounts constitute the
Improvement Bonds:
Year Amount Year Amount
2018 $110,000 2026 $105,000
2019 110,000 2027 105,000
2020 110,000 2028 105,000
2021 110,000 2029 100,000
2022 110,000 2030 100,000
2023 110,000 2031 100,000
2024 105,000 2032 100,000
2025 105,000
The portion of the Bonds maturing in the following years and amounts constitute the
Utility Bonds:
Year Amount Year Amount
2018 $135,000 2023 $160,000
2019 145,000 2024 165,000
2020 145,000 2025 170,000
2021 150,000 2026 175,000
2022 155,000 2027 180,000
The portion of the Bonds maturing in the following years and amounts constitute the
Refunding Bonds:
Year Amount Year Amount
2018 $100,000 2022 $110,000
2019 105,000 2023 120,000
2020 110,000 2024 120,000
2021 110,000
2.02. Interest Payment Dates. Each Bond shall be dated by the Registrar as of the date of
its authentication. The interest on the Bonds shall be payable on February 1 and August 1 in
each year, commencing August 1, 2017, to the owner of record thereof as of the close of business
on the fifteenth day of the immediately preceding month, whether or not such day is a business
day.
2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto shall be as follows:
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(a) Re ig ster. 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 such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the
owner's order shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except
for an exchange upon a partial redemption of a Bond),the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
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(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory
to it, in which both the City and the Registrar shall be named as obligees. All Bonds so
surrendered to the Registrar shall be canceled by it and evidence of such cancellation
shall be given to the 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.
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.
2.04. Appointment of Registrar and Paying Agent. The City hereby appoints Wells
Fargo Bank, National Association in Minneapolis, Minnesota, as the initial Registrar. The
Mayor and City Manager are authorized to execute and deliver, on behalf of the City, a contract
with Wells Fargo Bank,National Association, as Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, such corporation shall be authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for the services performed. The City reserves the right to remove any Registrar upon
thirty(30) days' notice and upon the appointment of a successor Registrar, in which event the
predecessor Registrar shall deliver all cash and Bonds in its possession to the successor
Registrar.
2.05. Redemption. Bonds maturing in 2026 and later years are each subject to
redemption and prepayment at the option of the City, in whole or in part, and if in part in such
order of maturity dates as the City may select and 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 as to Bonds maturing on the same date, on February 1, 2025, and on any date thereafter,
at a price equal to the principal amount thereof plus accrued interest to the date of redemption.
Prior to the date specified for the redemption of any Bond prior to its stated maturity date, the
City will cause notice of the call for redemption to be published if and as required by law, and, at
least thirty days prior to the designated redemption date, will cause notice of the call to be mailed
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by first class mail (or, if applicable, provided in accordance with the operational arrangements of
the bond depository), 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
such Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or
Bonds will be delivered to the registered owner without charge, representing the remaining
principal amount outstanding.
Bonds maturing on February 1, 2030 and 2032 (the "Term Bonds") shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
2.05 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 February 1 in each of the following years the following
stated principal amounts of such Bonds:
Year Principal Amount
2028 $105,000
2029 100,000
The remaining $100,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2030.
Year Principal Amount
2031 $100,000
The remaining $100,000 stated principal amount of such Bonds shall be paid at maturity on
February 1, 2032.
Notice of redemption shall be given as provided in the preceding paragraph.
2.06. 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 all signatures may be printed, engraved or
lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds shall cease to be such officer before the delivery of
any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if he or she had remained in office until delivery. Notwithstanding such execution,
no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under
this Resolution unless and until a certificate of authentication on such Bond has been duly
executed by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative. The executed
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certificate of authentication on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment
of the purchase price in accordance with the contract of sale heretofore made and executed, and
the Purchaser shall not be obligated to see to the application of the purchase price.
2.07. Form of Bonds. The Bonds shall be typed or printed in substantially the form
attached hereto as Exhibit A.
2.08. Use of Securities Depository; Book-Entry Onlyystem. The provisions of this
Section shall take precedence over the provisions of Sections 2.01 through 2.07 to the extent they
are inconsistent therewith.
(a) The Depository Trust Company ("DTC") has agreed to act as securities depository
for the Bonds, and to provide a Book-Entry Only System for registering the ownership interest of
the financial institutions for which it holds the Bonds (the "DTC Participants"), and for
distributing to such DTC Participants such amount of the principal and interest payments on the
Bonds as they are entitled to receive, for redistribution to the beneficial owners of the Bonds as
reflected in their records (the `Beneficial Owners").
(b) Initially, and so long as DTC or another qualified entity continues to act as securities
depository, the Bonds shall be issued in typewritten form, one for each maturity in a principal
amount equal to the aggregate principal amount of each maturity, shall be registered in the name
of the securities depository or its nominee, shall be subject to the provisions of this Section 2.08,
and no Beneficial Owner shall have the right to receive a certificate of ownership or printed
Bond. While DTC is acting as the securities depository, the Bonds shall be registered in the
name of the DTC's nominee, CEDE & CO; provided that upon delivery by DTC to the City and
the Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of CEDE & CO., the words "CEDE & CO." in this Resolution shall refer to such new
nominee of DTC.
With respect to Bonds registered in the name of a securities depository or its nominee, the
City and the Registrar shall have no responsibility or obligation to any DTC Participant or
Beneficial Owner with respect to the following: (i) the accuracy of the records of any securities
depository or its nominee with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant or other person or any other person, other than DTC, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than DTC, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds. The Registrar shall pay all principal of and premium,
if any, and interest on the Bonds only to or upon the order of DTC, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to the
principal and interest on the Bonds to the extent of the sum or sums so paid. So long as the
Book-Entry Only System is in effect, no person other than DTC shall receive an authenticated
Bond.
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(c) Upon receipt by the City and the Registrar of written notice from the securities
depository to the effect that it is unable or unwilling to discharge its responsibilities under the
Book-Entry Only System, the Registrar shall issue, transfer and exchange Bonds of the initial
series as requested by the securities depository in appropriate amounts, and whenever the
securities depository requests the City and the Registrar to do so, the City and the Registrar shall
cooperate with the securities depository in taking appropriate action after reasonable notice (i) to
arrange for a substitute depository willing and able, upon reasonable and customary terms, to
maintain custody of the Bonds, or(ii) to make available Bonds registered in whatever name or
names the Beneficial Owner registering ownership transferring or exchanging such Bonds shall
designate, in accordance with clause (f) or clause (g) below, whichever is applicable.
(d) In the event the City determines that it is in the best interests of the Beneficial Owner
that they be able to obtain printed Bonds, the City may so notify the securities depository and the
Registrar, whereupon the securities depository shall notify the Beneficial Owners of the
availability through the securities depository of such printed Bonds. In such event, the City shall
cause to be prepared and the Registrar shall issue, transfer and exchange the printed Bonds fully
executed and authenticated, as requested by the securities depository in appropriate amounts and,
whenever the securities depository requests, the City and the Registrar shall cooperate with the
securities depository in taking appropriate action after reasonable notice to make available
printed Bonds registered on the Bond Register in whatever name or names the Beneficial Owners
entitled to receive Bonds shall designate, in accordance with clause (f) or clause (g) below,
whichever is applicable.
(e) Notwithstanding any other provisions of this Resolution to the contrary, so long as
any Bond is registered in the name of a securities depository or its nominee, all payments of
principal and interest on the Bond and all notices with respect to the Bond shall be made and
given, respectively, to the securities depository.
(f) In the event that the Book-Entry Only System established pursuant to this Section is
discontinued, except as provided in clause (g), the Bonds shall be issued through the securities
depository to the Beneficial Owners.
(g) In the event of termination of the Book-Entry Only System, the City shall have the
right to terminate, and shall take all steps necessary to terminate, all arrangements with the
securities depository described herein, and thereafter shall issue, register ownership of, transfer
and exchange all Bonds as provided in Section 2.03. Upon receipt by the securities depository of
notice from the City, the securities depository shall take all actions necessary to assist the City
and the Registrar in terminating all arrangements for the issuance of documents evidencing
ownership interests in the Bonds through the securities depository. Nothing herein shall affect
the securities depository's rights under clause (e) above.
Section 3. Use of Proceeds; Construction Funds.
3.01. Use of Proceeds. Upon payment for the Bonds by the Purchaser, the City Manager
shall deposit $794,683.79 in the debt service fund established for the Refunded Bonds to be
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applied to their payment on the Redemption Date; $1,587,984.05 in the Improvements
Construction Fund created in Section 3.02 hereof, $1,600,000.00 in the Utility Construction
Fund created in Section 3.03 hereof, and $65,455.00 to pay costs of issuance of the Bonds.
3.02. General Obligation Bonds, Series 2016A Improvements Construction Fund. There
is hereby established in the official books and records of the City, a separate General Obligation
Bonds, Series 2016A Improvements Construction Fund (the "Series 2016 Improvements
Construction Fund"). The City hereby appropriates to the Series 2016 Improvements
Construction Fund proceeds of the Improvement Bonds in the amount of$1,587,984.405. The
Series 2016 Improvements Construction Fund shall be used solely to defray expenses of the
Improvements, including but not limited to the transfer to the Improvement Bond Fund created
in Section 4 hereof, of amounts sufficient for the payment of interest, due upon the Improvement
Bonds prior to the completion of the Improvements and the payment of the expenses incurred by
the City in connection with the issuance of the Improvement Bonds. Upon completion and
payment of all costs of the Improvements, any balance of the proceeds of Improvement Bonds
remaining in the Series 2016 Improvements Construction Fund may be used to pay the cost, in
whole or in part, of any other improvements, as directed by the City Council, but any balance of
such proceeds not so used shall be credited and paid to the Improvement Bond Fund.
3.03, General Obligation Bonds, Series 2016A Utility Construction Fund. There is
hereby established in the official books and records of the City, a separate General Obligation
Bonds, Series 2016A Utility Construction Fund(the "Series 2016 Utility Construction Fund").
The City hereby appropriates to the Series 2016 Utility Construction Fund proceeds of the Utility
Bonds in the amount of$1,600,000.00. The Series 2016 Utility Construction Fund shall be used
solely to defray expenses of the Utility Improvements, including but not limited to the transfer to
the Utility Bond Fund created in Section 4 hereof, of amounts sufficient for the payment of
interest, due upon the Utility Bonds prior to the completion of the Utility Improvements and the
payment of the expenses incurred by the City in connection with the issuance of the Utility
Bonds. Upon completion and payment of all costs of the Utility Improvements, any balance of
the proceeds of Utility Bonds remaining in the Series 2016 Utility Construction Fund may be
used to pay the cost, in whole or in part, of any other improvements to the Utility, as directed by
the City Council, but any balance of such proceeds not so used shall be credited and paid to the
Utility Bond Fund.
Section 4. General Obligation Bonds, Series 2016A Bond Funds. So long as any of the
Refunding Bonds are outstanding and any principal of or interest thereon unpaid, the City shall
maintain a separate debt service fund on its official books and records to be known as the
General Obligation Bonds, Series 2016A Refunding Bond Fund(the Refunding Bond Fund)
within the Debt Service Account(the Debt Service Account) of the Permanent Improvement
Revolving Fund (the Fund), and the principal of and interest on the Bonds shall be payable from
the Refunding Bond Fund. The City irrevocably appropriates to the Refunding Bond Fund (a)
any amount received from the Purchaser and described in Section 3.01 hereof to be so deposited;
(b) all moneys transferred with respect to the Refunding Bonds from other accounts within the
Fund to the Debt Service Account; and (c) all other moneys as shall be appropriated by the City
Council to the Refunding Bond Fund from time to time, including a portion of the special
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assessments and taxes described in Section 5 hereof. On the business day preceding each date on
which principal of or interest on the Refunding Bonds are to be paid by the City in accordance
with this resolution, the Finance Director shall, without further direction by the Council, transfer
from the Debt Service Account in the Fund to the Refunding Bond Fund an amount sufficient to
pay such principal and interest. If the aggregate balance in the Refunding Bond Fund is at any
time insufficient to pay all interest and principal then due on all Refunding Bonds payable
therefrom, the payment shall be made from any fund of the City which is available for that
purpose, subject to reimbursement from the Fund when the balance therein is sufficient, and the
City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem
taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any
constitutional or statutory limitation.
The Utility Bonds shall be payable from a separate General Obligation Bonds, Series
2016A, Utility Bond Fund (the "Utility Bond Fund"), which the City agrees to maintain until the
Utility Bonds have been paid in full. If the balance in the Utility Bond Fund is ever insufficient
to pay all principal and interest then due on bonds payable therefrom, the City Finance Director
shall nevertheless provide sufficient money from any other funds of the City which are available
for that purpose, and, if necessary, from the proceeds of the taxes levied for the Utility Bond
Fund. The City Finance Director shall deposit in the Utility Bond Fund (a) proceeds of the
Utility Bonds in the amount of$-0-; (b) Utility revenues described in Section 6 hereof, (c) all
other such moneys as shall be received and appropriated to the Utility Bond Fund from time to
time and (d) the proceeds of all taxes levied and all other money which may at any time be
received for or appropriated to the payment of such bonds and interest.
The Improvement Bonds shall be payable from a separate General Obligation Bonds,
Series 2016A Improvement Bond Fund (the "Improvement Bond Fund") of the City, which shall
be created and maintained on the books of the City as a separate debt redemption fund until the
Improvement Bonds, and all interest thereon, are fully paid. Into the Improvement Bond Fund
shall be paid (a) funds received from the Purchaser as described in Section 3.01 above; (b)
special assessments levied and collected in accordance with this Resolution; (c) any taxes
collected pursuant to Section 5.02 hereof; and (d) any other funds appropriated by the Council
for the payment of the Bonds. The principal of and interest on the Improvement Bonds shall be
payable from the Improvement Bond Fund, and the money on hand in the Improvement Bond
Fund from time to time shall be used only to pay the principal of and interest on the
Improvement Bonds. On or before each principal and interest payment date for the Improvement
Bonds,the City Finance Director is directed to remit to the Registrar from funds on deposit in the
Improvement Bond Fund the amount needed to pay principal and interest on the Improvement
Bonds on the next succeeding principal and interest payment date.
Section 5. Levy of Special Assessments; Full Faith and Credit Pledged.
5.01. Levy of Special Assessments. The City hereby covenants and agrees that for
payment of the cost of the Improvements, it will do and perform all acts and things necessary for
the full and valid levy of special assessments against all assessable lots, tracts and parcels of land
benefited thereby and located within the area proposed to be assessed therefor, based upon the
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benefits received by each such lot, tract or parcel, in an aggregate principal amount not less than
twenty percent (20%) of the cost of the Improvements. In the event that any such assessment
shall be at any time held invalid with respect to any lot, piece or parcel of land, due to any error,
defect or irregularity in any action or proceeding taken or to be taken by the City or this Council
or any of the City's officers or employees, either in the making of such assessment or in the
performance of any condition precedent thereto, the City and this Council hereby covenant and
agree that they will forthwith do all such further acts and take all such further proceedings as
may be required by law to make such assessments a valid and binding lien upon such property.
The Council presently estimates that the special assessments levied for payment of the
cost of the Improvements shall be in the principal amount of$1,850,000 payable in not more
than 15 installments, the first installment to be collectible with taxes during the year 2017. For
payment of a portion of the costs of the Refunded Bonds, the City has previously levied special
assessments in the amount of$1,845,000.
5.02. Full Faith and Credit Pledged. The full faith and credit of the City are irrevocably
pledged for the prompt and full payment of the principal of and the interest on the Bonds, and the
Bonds shall be payable from the Bond Funds in accordance with the provisions and covenants
contained in this Resolution. In order to produce aggregate 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 to be levied and
collected in the following years and amounts:
Lever Collection Years Amount
See attached Schedule I
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 the tax levies from other legally available
funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.
Section 6. Imposition of Charges; Additional Bonds. The City hereby covenants and
agrees with the holders from time to time of the Utility Bonds that so long as any of the Utility
Bonds are outstanding, the City will impose and collect reasonable charges for the service, use
and availability of the Utility to the City and its inhabitants according to schedules calculated to
produce net revenues which, will be sufficient to pay all principal and interest when due on the
Utility Bonds and all other obligations payable from the net revenues of the Utility. Net
revenues of the Utility, to the extent necessary, are hereby irrevocably pledged and appropriated
to the payment of the principal of the Utility Bonds and interest thereon, provided that nothing
herein shall preclude the City from hereafter making further pledges and appropriations of net
revenues of the Utility for the 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 Utility will be sufficient, together with any other sources pledged
to or projected to be used, for the payment of the principal of and interest on the Utility Bonds
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and paid therefrom and such additional obligations. Such further pledges and appropriations of
said net revenues may be made superior or subordinate to or on a parity with the pledge and
appropriation herein made, as to the application of net revenues received from time to 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 holders of the
Bonds shall cease. The City may discharge its obligations with respect to any Bonds which are
due on any date by depositing with the 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 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 or trust company 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, interest and redemption premiums to become due thereon to
maturity or said redemption date.
Section 8. County Auditor Registration, Certification of Proceedings, Investment of
Money, Arbitrage and Official Statement.
8.01. County Auditor Registration. The City Clerk is hereby authorized and directed to
file a certified copy of this Resolution with the County Auditor of Hennepin County, together
with such other information as the County Auditor shall require, and to obtain from said County
Auditor a certificate that the Bonds have been entered on his bond register as required by law.
8.02. Certification of Proceedings. The officers of the City and the County Auditor of
Hennepin County are hereby authorized and directed to prepare and furnish to the Purchaser and
to Dorsey & Whitney LLP, Bond Counsel to the City, certified copies of all proceedings and
records of the City, and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
8.03. 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 action
which would cause the interest payable on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended(the "Code") and Regulations promulgated
thereunder(the "Regulations") as are enacted or promulgated and in effect on the date of
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issuance of the Bonds, and covenants to take any and all actions within its powers to ensure that
the interest on the Bonds will not become includable in gross income of the recipient under the
Code and the Regulations. The facilities financed by the Bonds shall at all times during the term
of the Bonds be owned and maintained by the City and the City shall not enter into any lease, use
agreement, management agreement, capacity agreement or other agreement or contract with any
nongovernmental person relating to the use of the facilities financed by the Bonds, 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.
8.04. Arbitrage Certification. The Mayor and the City Manager, being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certification in accordance with
the provisions of Section 148 of the Code, and the Regulations, stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it
reasonable to expect that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
8.05. Rebate Requirement. The City will take such actions as are required to comply
with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code
with respect to the Bonds.
8.06. Redemption of Refunded Bonds. The County Manager is hereby directed to advise
Wells Fargo Bank,National Association, in Minneapolis, Minnesota, as paying agent for the
Refunded Bonds, to call the Refunded Bonds for redemption and prepayment on the Redemption
Date, substantially in the form attached hereto as Exhibit B, all in accordance with the provisions
of the resolutions authorizing the issuance of the Refunded Bonds.
8.07. Interest Disallowance. The City hereby designates the Bonds as "qualified tax—
exempt obligations" for purpose of Section 265(b) of the Code relating to the disallowance of
interest expenses for financial institutions. The City represents that in calendar year 2016 it does
not reasonably expect to issue tax-exempt obligations which are not private activity bonds (not
treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for
purposes of this representation) in an amount in excess of$10,000,000.
8.08. Official Statement. The Official Statement relating to the Bonds prepared and
distributed on behalf of the City by Ehlers and Associates, Inc., is hereby approved. Ehlers and
Associates, Inc. is hereby authorized on behalf of the City to prepare and distribute to the
Purchaser a supplement to the Official Statement listing the offering price, the interest rates,
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 under the Securities Exchange Act
of 1934. Within seven business days from the date hereof, the City shall deliver to the Purchaser
a reasonable number of copies of the Official Statement and such supplement. 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.
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8.09. 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 financed facilities which
the City paid 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 a declaration
of official intent shall not be required (i) with respect to certain de minimis expenditures, if any,
with respect to the financed facilities meeting the requirements of Section 1.150-2(f)(1) of the
Regulations, or(ii) with respect to "preliminary expenditures" for the financed facilities as
defined in Section 1.150-2(0(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.
Section 9. 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. 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 (ii) 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:
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(1) on or before twelve months after the end of each fiscal year of the City, commencing
with the fiscal year ending December 31, 2016, 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, prepared 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:
"VALUATIONS—Current Property Valuations," "DEBT—Direct Debt," and
"TAX RATES, LEVIES AND COLLECTIONS—Tax Levies and Collections"
and"GENERAL INFORMATION—US Census Data-Population Trend" and"-
Employment/Unemployment Data,"which information may be unaudited.
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). If the document incorporated by reference is a final
official statement, it must be available from the 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 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.
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(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 (each a Material Fact):
(A) Principal and interest payment delinquencies;
(B) Non-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 security, or other material events affecting the tax status of the
security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(1) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated person;
(M) The consummation of a merger, consolidation, or acquisition involving an
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
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
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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.
(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 10. Authorization of Payment of Certain Costs of Issuance of the Bonds. The
City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment
of issuance expenses to Klein Bank, on the closing date for further distribution as directed by the
City's financial advisor, Ehlers & Associates, Inc.
ADOPTED by the Eden Prairie City Council this 6th day of December, 2016.
N ncy -L ns, ayo
ATTEST•
Kathl en Porta, City Clerk
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EXHIBIT A
BONDFORM
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
GENERAL OBLIGATION BOND, SERIES 2016A
R-_ $
Interest Maturity Date of
Rate Date Original Issue CUSIP
February 1, 20_ December 29, 2016
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: THOUSAND DOLLARS
THE CITY OF EDEN PRAIRIE, Hennepin County, Minnesota(the City), acknowledges
itself to be indebted and for value received hereby promises to pay to the registered owner named
above, or registered assigns, the principal sum specified above on the maturity date specified
above, and to pay interest thereon from the date of original issue specified above, or the most
recent interest payment date to which interest has been paid or provided for, at the annual rate
specified above, payable on February 1 and August 1 in each year, commencing August 1, 2017
(each such date, an Interest Payment Date), to the person in whose name this Bond is registered
at the close of business on the 15th day (whether or not a business day) of the month
immediately preceding the payment date, all subject to the provisions referred to herein with
respect to 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
next preceding such 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, the principal hereof are payable in lawful money of the United States of
America by check or draft by Wells Fargo Bank,National Association in Minneapolis,
Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (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.
A-1
This Bond is one of an issue in the aggregate principal amount of$3,940,000, all of like
date and tenor, except as to serial number, maturity date, interest rate, redemption privilege and
denomination issued pursuant to a resolution adopted by the City Council on December 6, 2016
(the "Resolution"), to finance the City's street improvement and utility projects and to refinance
in a current refunding certain previously issued general obligations of the City. This Bond 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, Chapters 429, 444, 475
and Section 475.67. For the full and prompt payment of the principal of and interest on the
Bonds as the same become due, the full faith, credit and taxing power of the City have been and
are hereby irrevocably pledged. The Bonds are issuable only in fully registered form, in
denominations of$5,000 or any integral multiple thereof, of single maturities.
Bonds of this issue maturing in 2025 and earlier years are payable on their respective
stated maturity dates without option of prior payment, but Bonds having stated maturity dates in
2026 and later years are each subject to redemption and prepayment at the option of the City, in
whole or in part, and if in part in such order as the City shall determine and by lot as to Bonds
maturing on the same date, on February 1, 2025 and any date thereafter (whether or not an
interest payment date), at a price equal to the principal amount thereof plus interest accrued to
the date of redemption. At least thirty days prior to the date set for redemption of any Bond,
notice of the call for redemption will be mailed to the Bond Registrar and to the registered owner
of each Bond to be redeemed at his address appearing in the Bond Register, but no defect in or
failure to give such mailed notice of redemption shall affect the validity of the 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 the Bonds so to be redeemed shall, on
the redemption date, become due and payable at the redemption price herein specified and from
and after such date (unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption of any Bond,
a new Bond or Bonds will be delivered to the registered owner without charge, representing the
remaining principal amount outstanding.
Bonds maturing in the years 2030 and 2032 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 February 1 in each of the years shown below, in an
amount equal to the following principal amounts:
Term Bonds Maturing in 2030 Term Bonds Maturing in 2032
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
2028 $105,000 2031 $100,000
2029 100,000 2032* 100,000
2030* 100,000
*Final Maturity
*Final Maturity
Notice of redemption shall be given as provided in the preceding paragraph.
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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 Bonds have been designated as "qualified tax-exempt obligations" pursuant to
Section 265(b) of the Internal Revenue Code of 1986, as amended.
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.
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 by the Resolution covenanted and agreed to collect and apply to
payment of the Bonds ad valorem taxes levied on all taxable property in the City, certain net
revenues of the water utility which are owned and operated by the City and special assessments
upon property specially benefited by the local improvements financed and refinanced by the
Bonds, which taxes, revenues and special assessments 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 when due, and has appropriated such taxes, revenues and special
assessments to its General Obligation Bonds, Series 2016A Bond Fund for the payment of
principal and interest; that if necessary for the payment of such 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; 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
A-3
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 described herein 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, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the manual or facsimile
signatures of the Mayor and City Manager, and has caused this Bond to be dated as of the Date
of Original Issue set forth above.
CITY OF EDEN PRAIRIE
City Manager 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
Authorized Representative
A-4
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 applicable laws or regulations:
TEN COM -- as tenants UTMA ................. Custodian ......................
in common (Cust) (Minor)
under Uniform Transfers to Minors Act...................
TEN ENT -- as tenants (State)
by entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the
within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to this assignment
OF ASSIGNEE: must correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an
"eligible guarantor institution" meeting the
requirements of the Bond Registrar, which
requirements include membership or participation
in the Securities Transfer Association Medalion
Program (STAMP) or such other"signature
guaranty program" as may be determined by the
Bond Registrar in addition to or in substitution
for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
A-5
EXHIBIT B
NOTICE OF REDEMPTION
$1,845,000 Refunding Permanent Improvement
Revolving Fund Bonds, Series 2008B
Dated October 1,2008
City of Eden Prairie, Hennepin County, Minnesota
Notice is hereby given that all Bonds of the above issue which mature on December 1 in the
following years and amounts:
Year Amount Interest Rate CUSIP Number
2017* $125,000 4.10% 2795158 H6
2019* 265,000 4.30 2795158 K9
2021* 285,000 4.40 2795158 M5
2023* 315,000 4.50 2795158 P8
*Indicates full call.
are called for redemption and prepayment on January 10, 2017. The Bonds will be redeemed at a price of
100% of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds
should present them for payment on or before said date, on which date they will cease to bear interest.
A Form W-9, Payer's Request for Taxpayer Identification Number, must be completed and returned with
the called note or 31% of the note redemption proceeds will be withheld. Payment of bonds to be
redeemed will be made on and after January 10, 2017, by submitting said note along with the completed
form W-9 to Wells Fargo Bank,National Association following address:
By Mail or Courier Service: By Registered or Certified Mail: In Person,By Hand:
Wells Fargo Bank,N.A. Wells Fargo Bank,N.A. Corporate Trust Operations
Corporate Trust Operations Corporate Trust Operations MAC N9300-060
N9300-070 P. O. Box 1517 600 South 4`h Street,61h Floor
600 South 4`h Street, 71h Floor Minneapolis,MN 55480-1517 Minneapolis,MN 55415-1526
Minneapolis,MN 55415-1526
If you request payment of principal and/or interest via wire transfer, please be advised there is a wire
transfer fee which will be deducted from your payment.
Additional information may be obtained from the undersigned or from Ehlers & Associates, Inc., 3060
Centre Pointe Drive, Roseville, Minnesota(651-697-8500), municipal consultant to the City.
Dated: December 2016.
BY ORDER OF THE CITY COUNCIL
CITY OF EDEN PRAIRIE, MINNESOTA
By s/ Rick Getschow, City Manager
® Registered Trademark 2015,American Bankers Association. The Registrar shall not be responsible for the selection or use
of the CUSIP numbers,nor is any representation made as to their correctness indicated in this Notice of Redemption or on
any Bond. They are included solely for convenience of the Holders.
B-1
SCHEDULEI
LEVIES AND ASSESSMENTS
Tax Tax Bond Total P&1 P&I(a)105% (2)Less:Special (3)less:Special Net Levy
Levy Collect Pay Assessment-088 Assessment-
Year Year Year Street
2016 / 2017 / 2018 293,402.00 297,572.10 (158,125.00) (169,166.19) (29,739.09)
2017 / 2018 / 2019 276,110.00 289,915.50 (151,250.00) 1164,956.53) (26,291.03)
2018 / 2019 / 2020 274,660.00 288,393.00 (144,375.0C1) (160,726.88) (1.6,70&88)
2019 / 2020 / 2021 268,060.00 291,463.00 (137,500.0C1) (1.56,497.22) (12,534.22)
2020 / 2021 / 2022 261,460.00 274,533.00 (130,625.00) (152,267.57) (9,359.57)
2021 / 2022 J 2029 264,860.00 278,103.00 (123,750.00) (148,037.92) 6,315,09
2022 J 2023 / 2024 252,960.00 265,608.00 (116,875.00) (143,808.26) 4,924.74
2023 J 2024 / 2025 126,210.00 132,520,50 (139,57&60) (7,058A0)
2024 / 2025 / 2026 123,060.00 129,213.00 (135,348.94) (6,135,94)
2025 / 2026 / 2027 120,645.00 126,677.25 (131,119.29) (4,442.04)
2026 / 2027 / 2028 118,177.50 124,086.38 (126,889.63) (2,603.26)
2027 / 2028 / 2029 110,500.00 116,025.00 1122,659.98) (6,634.98)
2028 / 2029 / 2O30 107,950.00 113,347.50 {118,430.32) (5,082,82)
2029 / 2030 J 2031 105,400.00 110,670,00 (114,200.67) (3,530.67)
2030 J 2031 J 2032 102,700.00 107,835.00 1109,971.01) (2,136.01)
Totals 2,796,IS4.50 2,935,962.23 (962,500.001 12,093,679.00) (120216.78}
(2) Projected special assessment revenue based on$770,GO0
(3) Projected special assessment revenue baser!on$1,586,120
Cashflow and levy needs should be reviewed annually to
Notes: Original tax levies for collection years 2017 through 2023 on
the Series 20088 Bonds will be cancelled.
COUNTY AUDITOR'S CERTIFICATE
AS TO REGISTRATION AND TAX LEVY
The undersigned, being the duly qualified and acting County Auditor of Hennepin
County, Minnesota, hereby certifies that there has been filed in my office a certified copy of a
resolution duly adopted on December 6, 2016, by the City Council of the City of Eden Prairie,
Minnesota, setting forth the form and details of an issue of$3,940,000 General Obligation
Bonds, Series 2016A, dated as of December 29, 2016.
I further certify that said Bonds have been entered on my bond register and the tax
required by law for payment of the Bonds has been levied and filed, as required by Minnesota
Statutes, Sections 475.61 to 475.63.
WITNESS my hand and official seal this day of December, 2016.
County Auditor
(SEAL)
CERTIFICATION OF MINUTES RELATING TO
$3,940,000 GENERAL OBLIGATION BONDS, SERIES 2016A
Issuer: City of Eden Prairie, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A regular meeting held on December 6, 2016
at 7:00 o'clock P.M., at the City Offices, Eden Prairie, Minnesota.
Members present: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher
Wickstrom, Kathy Nelson, and Ron Case
Members absent: None
Documents Attached:
Minutes of said meeting (including): Pages 1 through 19
RESOLUTION NO. 2016-124
RESOLUTION AUTHORIZING ISSUANCE, AWARDING
SALE, PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $3,940,000 GENERAL
OBLIGATION BONDS, SERIES 2016A
1, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the documents
attached hereto, as described above, have been carefully compared with the original records of
said corporation in my legal custody, from which they have been transcribed; that said
documents are a correct and complete transcript of the minutes of a meeting of the governing
body of said corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far as they relate
to said bonds; and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and notice of such
meeting given as required by law.
WITNESS my hand officially as such recording officer this 61h day of December, 2016.
City Clerk
It was reported that six (6)proposals had been received prior to 11:00 A.M., Central
Time today for the purchase of the $3,940,000 General Obligation Bonds, Series 2016A of the
City in accordance with the Official Statement distributed by the City to potential purchasers of
the Bonds. The proposals have been read and tabulated, and the terms of each have been
determined to be as follows:
i
,19 EHLERS
d_L�1UEVI IN PUBLIC`firthNGE
BID TABULATION
$4,090,000'General Obligation Bonds, Series 2016A
City of Eden Prairie,Minnesota
SALE: D+cembpr 6. 2016
AWARD: FTN FINANCIAL CAPITAL NIARKETS
Rating:Moody's In estor's Service"Ann"
Standard C Pool's Credit Markets";AAA" BBI:4.03%
Batik Qualified
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (Februiry1) RATE YIELD PRICE COST RATE
FT'N Fr.NANCIAL CAPITAL S4,199,IK 08 5618.109.75 2.297E*o
MARKETS
Memphis,Tennessee 2018 3,0000. 1 200"0
2019 3.000% 1.400%
2020 3.00010 16001.
2021 3.0000o 1,80010
2022 3.000"'0 1900"
2023 3.000'. 2.000"0
2024 3.000"0 2.150%
2025 3.000% 2 250
2026 2.3W o 2 300"o
2027 '350"a 2.350%
202St 2.55010 2,550'.
'029t 2.550°:0 ' S5,0%
2030' 2.5501a 2.550%
'031 2.700"0 2.700%
2032= 2.7001. 2.700%
Subsequent to bid opening the issue size was decreased to$3.940,000.
Adjusted Price-S4,048,123.84 Adjusted Net Interest Cost-$581,857.10 Adjusted TIC-2?832%
t S305,000 Term Bcttid due 2030 with mandatory redemption in 2028-2029�
$200.000 Terni Bond due 2032 with mandator)-redemption in 2031.
11
I TRUE
NIAIE RIT REOFFERING INTEREST INTEREST
NAME O BIDDER ffebruarLjj____�ATE YIELD E1 COST RATE
EIII OUPGEo: ,g+&R 9:E2 13, E
MARKETS INC'
Dallas,Texas &e 3,00 &
2019 lynn &
o amo
! !mo
! 1 %
l »Ao
, 1,m&
. J leon %
6 !2u
7 !o%
9 !
9 ! u
,on 1 &
! !+u
, !2u
DOUGHERTY&r gel .Y L!C "A98.5,26.45 &gam+2 lia na %
%! _ k Minnesota. 2018 zy0G &
2019 1 mnw
, 1 m0&
! I@n&
! I y: %
22 3.000%
4 300 %
a 1 m0&
6 3,00 w
7 lye@ %
s 1 3,&
9 3,000%
n linen &
! 3,00 &
! amo
Bid Tabulation December¢ 2016
QK of Eden Prairie,Minnesota
w990.000*General Oh « m Bonds,Series 2016A page!
iii
NET TRUE
.%aTL'■m` REOFFERING INTEREST INTEREST
%A-ME OF BIDDER tF k_!§ RATE YIELD PRICE COST RATE
WELLS ERGO BANK NATIONAL S423lg!£ S# 0.39 : 2 e&
SOcallo
CE2 . +toa 2018 1000&
&5 amp
& !mom
! 1m
! Imp
l Imp
2024 Ima
i lm
6 3.0000.
7 3.0001.
s 3A0ro o
9 Imp
o amp
! !mom
:Q! Imp
BAIRD $42n,99+3 2,911.2 1 ,o,o
Mdvvauket.Wiscomin 2018 Iwo
2019 1m@:
220 Imp
! ,An
:o y@a
:o I&00.
4 !mV
&» Imp
6 !mom
7 ,m0
s I600.
9 1m
o Igus
! Imp
! Tm
adTabulation December E 2016
7 Gwof Eden Piairie,Minnesota
g.a$me GeuetalObligation Bonds. S :16A aA ;
iv
T TRUE
NUT2mn REOFFERING. INTEREST INTEREST
N':E OF amD£a (February Q PLATE gEta PRIC£ CAST RAC
!T FEL NIC yA ww,««5 S672,287,47 1£64':
s a Abbania we Imo
9 30000.
0 10 oQ %
:e! !m0
! 3,000%
l 1m
4 Imp
35 I0000.
226 300 &
, IAo%
a Imp
229 MO
:Qe l2
!8! 3,0000.
! 3,0006.
maTabulation December 6-m3
\\ City e£am Prairie.Minnewta
wm90mm General Obligation n&. Serie 2016A Page
v